Client Tip #1: Always have a contract

Client Tip #1: Always have a contract

Scott Manning
August 26, 2002 | Comments (23)

A contract is the most important part any project. The contract not only protects a freelancer and a client legally, but it also clearly defines deadlines and payments.

It is absolutely amazing to me how many freelancers start off their first jobs without a contract. In some cases, it's because the freelancer's first clients are friends or even family. In other cases, a freelancer may feel they're not ready for a contract or that they can trust the client.

Whatever the reasons may be, they're all the wrong reasons.

The least a contract should include
A common preconceived idea with contracts is that they should be at least 50 pages long and that they should use confusing words and sentences. This is just not the case. People who write confusing contracts are either a) incapable of writing, b) trying to look smarter than they are, or c) attempting to deceive the reader. Truth be told, the easier a contract is to understand, the more at ease a client will feel about signing it and doing business with the freelancer.

My contracts are a page long, two at the most. Depending on the size of a company and all the legalities involved, the contract may need to be bigger.

At the least, a contract should include the following:

Involved parties
The contract should clearly state the companies involved, where they reside, and who will be representing them.
The project
The contract should specify the job to be done and when it will be done. Payment method, amount, and when the payments will be made should be included as well.
Legal bindings
Specify what will happen if either of the parties involved flakes out of the agreement. This is typically summed up by saying legal action will be pursued in the state of the freelancer.
Signatures
A signature along with a date is a legal binding agreement, but only if the freelancer actually get it.

I know it may sound simple, but that's all there is to it.

Other clauses a contract can include
I typically include more than the bare minimum when composing a contract, but to avoid making the contract too large and overwhelming, I try not to get out of control.

Confidentiality
Although the word is a bit "covert" sounding, it fits this part of the contract. I always include something that says I'll keep the clients business practices to myself and the client will do the same.
Non-Competition
This goes along with the confidentiality agreement. This clause says that the freelancer and the client will not steal work away from each other. Putting this clause in the contract will allow both the freelancer and the client to work together on the project and be as open as possible with each other.
Source File and Copyrights
This is typically one of the items missed in contracts. Who keeps the source files when the project is over? If the client keeps the source files, can he do whatever he wants to with them? This needs to be specified to prevent an endless amount of headaches that could ensue after the project.
Agreement Timeout
Let's say that a client puts half down on a project. In order for the freelancer to get to work, the client needs to get him the actual content for the site. The client never comes through with the content for whatever reason. Finally, seven months later, the client turns in his content and expects the freelancer to get right to work. Sound exaggerated? That is a story out my own experience.

To prevent this situation, an agreement timeout is needed. If the client is late at a specified amount of time, then a late fee shall apply. If the client is even later and doesn't pay the late fee, the contract becomes null and void.

Sample Contract
Instead of just telling you what should be in a contract, I have provided a contract template that I use. This contract has been put together with the help of a lawyer, past experiences, fellow freelancers, and the insight of some members from Flash Kit's Boardroom. I have a word version free for download. Feel free to edit it to fit your needs.

Now you have no excuse to not have a contract when doing freelance work.

Related links:
"How much does a website cost?"
If you're looking for more contracts, check out Proposal Kit's Contract Pack.

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Comments (23):

1) Posted by: Cheree Shirley
August 27, 2002 3:20 PM

Thank you! I was looking for a sample contract and this REALLY helps!

2) Posted by: dustin williams
August 27, 2002 3:30 PM

i can't agree with you more on this subject. a contract is very important. and, yes, i learned the hard way as well.

thanks for the input for everyone else to learn from. it's nice to have people like you to give awesome advice like this.

3) Posted by: Katy Geatti
August 27, 2002 3:42 PM

THANK YOU!!!

4) Posted by: Brian Kidd
August 27, 2002 4:20 PM

It's nice to see the big boys giving the freelancer's advice for once.

Hmm, wonder if this person was actually a freelancer.

Anyway, I had another contract that I was working on and it was 3 page long. I found that very aggrivating and not to mention using to many trees to produce the contract.

Thankyou for providing a sample copy of a contract. It's refreshing to find someone who actually knows the frustration of the freelancer.

5) Posted by: navin r. johnson
August 27, 2002 5:09 PM

agreement timeout - this is crucial! time management is one of the greatest disciplines of the freelancer/loose cannon, and im amazed at how many 'respectable business clients' feel they can waste both parties time, and expect you to pay for it - by not getting paid for it.

im at the eight month mark with one client, and they still want to try and post-pone meetings. these people are the moral upstanding pillars of the business community? most of these people just wonder whats for dinner at the end of the day. cross your 't's and dot your 'i's with a contract. w0rd.

6) Posted by: j. james
August 27, 2002 6:50 PM

I'm really having a problem with clients delaying content or fussing over content for long periods of time - over eight months for one. Another just never provided content after many promises -

Any thoughts on adding an agreement timeout that provides for re-negotiation of the contract after six months? What about a provision for non-completion?

Late fees don't work well unless you're a credit card company.

7) Posted by: Debra
August 28, 2002 8:30 AM

Wish I had followed this advice a year ago. I did a project for "friends" that involved over 250 product photos and a website. they had agreed to pay for all the work and when they got the bill that included a 40% discount, they balked at it, paid me 125 bucks and stiffed me for the rest. nice huh?

8) Posted by: Josh Dura
August 28, 2002 11:10 AM

Scott, this is a great article. You really are providing a priceless value to the budding freelance artists out there. Great work! :D

9) Posted by: CTodd
August 29, 2002 4:27 PM

Scott,

I appreciate all your articles and your participation in the FlashKit Boardroom forum. Thank you.

CTodd (aka monsterfx)

10) Posted by: Viking
September 3, 2002 5:05 PM

first time I've been to this site and I am overwhelmed by the knowledge here, Finally a site that "does"
I expect to be here plenty of hours, How does one thank an individual so commited to the betterment of the web?

I suppose by being a Human Doing instead of a Human Being....

11) Posted by: Graham Davies
September 5, 2002 5:54 AM

Scott

Thank you for taking the time and making the sample contract available on the web.

I too have suffered from misconceptions and misunderstandings between client and freelancer because of wooly verbal agreements. Its best to confirm in writing what you will do, at what cost and most importantly when you expect to be paid.

Many clients may at first seem reluctant to sign contracts but it is best for all concerned. Especially if you already have a cosy relationship with your clients they may feel it represents a mistrust somewhere. If you need an excuse just say it is all part and parcel of a PROFESSIONAL relationship and that you are developing your services to a recognisable quality standard eg ISO9002 (or whatever the equivalent is in your part of the world.

Best wishes and keep up the good work.

12) Posted by: ben harper
September 21, 2002 2:38 PM

Seriously Helpful!!! THANKS.

:) ben harper.

13) Posted by: Jason
September 24, 2002 10:48 AM

Well done for taking the time to help out us newbies, with your sample contract and advice. It is much appreciated.

Thanks

14) Posted by: tom
September 26, 2002 11:13 AM

"People who write confusing contracts are either..."

What may seem confusing to the average Joe, makes perfect sense to someone trained or knowledgeable in contract law. The reason contracts are long, drawn out, and pedantic is to avoid *any* confusion in a legal sense. Important contracts aim to avoid any interpretation because then whole chunks can become legally void. Not only that say you agree to "Non-Competition" clauses, where does this boundary actually end ? For how long ? This could actually be illegal in some countries, with the UK included.

If it's an important job, don't be stupid by selling yourself short, get a solicitor/lawyer and have a proper, professional contract drawn up. It may not be as cheap as downloading a template from a website, but it should make you watertight. This one would only make you somewhat water resistant.

tom

15) Posted by: Chad
October 8, 2002 3:41 PM

Thank you Scott. I have read a lot of your articles and have found them to be quite helpful. Thanks for helping us new people that don't always know what we are doing.

16) Posted by: Paul
October 17, 2002 7:52 AM

Now I know why you are getting so many hits. Very helpful site - definitely just made it into my top ten hot links!

17) Posted by: Toby
January 13, 2003 5:29 AM

many, many thanks. Been looking for something like this for ages.

18) Posted by: Jason
January 25, 2003 8:29 AM

I have searched and searched for a sample contract on the web, boy that was tough.

Scott, thank you. The information here has been wonderful, and yes I think having a lawyer draw up an official one is critical. No doubt we'll save money in the long run.

p.s. Scott - write a book about this!

19) Posted by: Justin
February 6, 2003 3:56 AM

Thanks a lot Scott! :)
One question though:

Source Files and Copyrights
Client will retain all source files including their copyrights. No royalty fees will need to be paid to the Developer for their use.

--- > Does this means you will also give your .FLA files to your client?

20) Posted by: Karen K. Middleton, RN MSN
March 11, 2003 3:04 PM

Thank you for your information. As an independent consultant for the Long-term care industry, I needed a binding agreement for my services. I knew what I wanted to have down in writing just didn't know where to start. Thanks again..

21) Posted by: B-man
April 25, 2003 5:45 AM

Did a class project and the professor recommended we check out your freelance contract and site information. I learned a lot, the right way, right away. Thanks for all the info.

22) Posted by: Isaac
July 2, 2003 6:55 PM

Thanks dude. Do you know how hard it is to find sample contracts on the internet...

23) Posted by: pompo
September 29, 2003 5:58 PM

I have a question that may fit here.

I've been asked to bid for a site redesign. This site is a mess and on my bid I've structured the site more user friendly and easier to navigate. Is there any way I can protect myself from them using my layout makeover and use a cheaper webdesign firm? Can I write in the proposal something like"
the below information you've requested is copyright...blah blah blah"?

It took me some time to figure out how to redo it, and now that I've mapped it out they could use the layout without using me...how can I prevent that (without not showing them the new site structure :)

Thanks
Pompo