Andrew Clarke - writing a killer contract

When times get tough, it can often feel like there are no good people left in the world, only people who haven’t yet turned bad. These bad people will go back on their word, welch on a deal, put themselves first. You owe it to yourself to stay on top. You owe it to yourself to ensure that no matter how bad things get, you’ll come away clean. You owe it yourself and your business not to be the guy lying bleeding in an alley with a slug in your gut.

But you’re a professional, right? Nothing bad is going to happen to you.

You’re a good guy. You do good work for good people.

Think again chump.

Maybe you’re a gun for hire, a one man army with your back to the wall and nothing standing between you and the line at a soup kitchen but your wits. Maybe you work for the agency, or like me you run one of your own. Either way, when times get tough and people get nasty, you’ll need more than a killer smile to save you. You’ll need a killer contract too.

It was exactly ten years ago today that I first opened my doors for business. In that time I’ve thumbed through enough contracts to fill a filing cabinet. I’ve signed more contracts than I can remember, many so complicated that I should have hired a lawyer (or detective) to make sense of their complicated jargon and solve their cross-reference puzzles. These documents had not been written to be understood on first reading but to spin me around enough times so as to give the other player the upper-hand.

If signing a contract I didn’t fully understand made me a stupid son-of-a-bitch, not asking my customers to sign one just makes me plain dumb. I’ve not always been so careful about asking my customers to sign contracts with me as I am now. Somehow in the past I felt that insisting on a contract went against the friendly, trusting relationship that I like to build with my customers. Most of the time the game went my way. On rare the occasions when a fight broke out, I ended up bruised and bloodied. I learned that asking my customers to sign a contract matters to both sides, but what also matters to me is that these contracts should be more meaningful, understandable and less complicated than any of those that I have ever autographed.

WRITING A KILLER CONTRACT

If you are writing a contract between you and your customers it doesn’t have to conform to the seemingly standard format of jargon and complicated legalese. You can be creative. A killer contract will clarify what is expected of both sides and it can also help you to communicate your approach to doing business. It will back-up your brand values and help you to build a great relationship between you and your customers. In other words, a creative contract can be a killer contract.

Your killer contract should cover:

A simple overview of who is hiring who, what they are being hired to do, when and for how much

What both parties agree to do and what their respective responsibilities are

The specifics of the deal and what is or isn’t included in the scope

What happens when people change their minds (as they almost always do)

A simple overview of liabilities and other legal matters

You might even include a few jokes

KISS ME, DEADLY-Setting a tone and laying foundations for agreement

The first few paragraphs of a killer contract are the most important. Just like a well thought-out web page, these first few words should be simple, concise and include the key points in your contract. As this is the part of the contract that people absorb most easily, it is important that you make it count. Start by setting the overall tone and explaining how your killer contract is structured and why it is different.

THE BIG KILL - What both parties agree to do

Have you ever done work on a project in good faith for a junior member of a customer’s team, only to find out later that their spending hadn’t been authorized? To make damn sure that does not happen to you, you should ask your customer to confirm that not only are they authorized to enter into your contract but that they will fulfill all of their obligations to help you meet yours. This will help you to avoid any gunfire if, as deadline day 
approaches, you have fulfilled your side of the bargain but your customer has not come up with the goods.

MY GUN IS QUICK - Getting down to the nitty gritty

What appear at first to be a straight-forward projects can sometimes turn long and complicated and unless you play it straight from the beginning your relationship with your customer can suffer under the strain. Customers do, and should have the opportunity to, change their minds and give you new assignments. After-all, projects should be flexible and few customers know from the get-go exactly what they want to see. If you handle this well from the beginning you will help to keep yourself and your customers from becoming frustrated. You will also help yourself to dodge bullets in the event of a fire-fight.

THE TWISTED THING

It is not unheard of for customers to pass off stolen goods as their own. If this happens, make sure that you are not the one left holding the baby. You should also make it clear who owns the work that you make as customers often believe that because they pay for your time, that they own everything that you produce.

No killer contract would be complete without you making sure that you are watching your own back. Before you ask your customers to sign, make it clear-cut what your obligations are and what will happen if any part of your killer contract finds itself laying face down in the dirt.