What you need to know about freelance contracts

Not every editor or every job is put under contract.

(The lawyers reading this just let out an audible gasp.)

It’s certainly a risk to not have a contract for a business relationship, but how much of a risk varies from editor to editor and project to project. Even for a low-risk project, though, outlining the details of the project is a good idea, and a contract does that while offering you legal protection.

Disclaimer: I am not a lawyer. This article is not a substitute for professional legal advice, and it makes no warranty, express or implied.

(I think the lawyers just breathed a sigh of relief.)

What's in a project contract?

The project contract should outline the details of the business relationship, such as who’s involved and who’s responsible for what and when. The Freelancers Union has a great template you can start with.

Some specifics for editors:

• Describe the editing but avoid being too specific about the editing tasks. Too specific and you risk being held to the letter of the description.
• When it comes to ownership, some editors add a clause stating that they claim a portion of the work’s copyright until they are paid in full. I’ve never seen a written sample, so talk with a lawyer on this one first.
• When it comes to stating what you need from the author, consider whether you will need the author to be available to answer questions during the edit. If you have a question that prevents you from editing further, you want the author to know ahead of time that their timely answer is critical to your meeting their deadline.

When the client hands you a contract

Sometimes your client, especially large companies, will have their own contract for you to sign. It’s often a template the legal department created, designed to protect the company and cover all likely vendors.

Make sure the contract covers your needs for the project, too. Be comfortable with all the details it outlines before you sign. For example, the contract might specify that you have to carry insurance. We know that editing can’t be insured because editing can’t be perfect, and we don’t have final control over those edits. I’ve crossed out sections in contracts that don’t apply and explained to my client why. Generally that’s been acceptable, we both sign, and the world spins on.

If the contract is really troubling, though, don’t sign it without legal counsel. And if that legal counsel costs more than the money you’ll make on the project, consider whether you should decline the project.

Other legal documents you might want

Besides the project contract, you might also be asked to sign a nondisclosure, or confidentiality, agreement (NDA) and a noncompete agreement.

The NDA states that one or both parties will not share information learned from the other, such as any trade secrets you become privy to. Self-publishing authors sometimes hesitate to give their entire manuscript to an editor for a pre-contract review. Offering to sign an NDA can put them at ease. It reassures them that you are not going to steal their manuscript and publish it yourself. It costs the honest editor nothing to ease the potential client’s mind. (Rocket Lawyer has more on NDAs.)

The noncompete agreement is a client’s protection from the vendor luring away the client’s customers or from the vendor working for the client’s competition. You might run into this if you work for an editing agency. The agency wants reassurance that you won’t steal its clients, at least for a stated time frame. It protects the agency’s business model. (Again, see Rocket Lawyer for more details.)

As with the project contract, these agreements can help both parties understand the limits of the business relationship and protect both parties’ interests. Just as with a project contract, you should sign only if you’re comfortable with all the terms. If not, you can choose to negotiate or walk away.

I think the lawyers just nodded in agreement.

This article was originally posted on the Copyediting website, March 20, 2018.