In this episode of Madsen's Musings, I detail five things I wish I'd put in my contracts sooner.
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A transcript is provided below the video.
I mean, it's cloudy, but the weather's like 75°F up here. It was awesome, whoo, love it. If only Austin was like this all the time.
So, we're talking about contracts today -- yay, contracts -- legal stuff.
First off, disclaimer: I am NOT a lawyer, I do not play one on TV, I am NOT a law expert, so take what I say with a tiny grain of salt. These are just basically my experiences -- these are basically my observations -- but if you have a specific legal issue or question, or if you need some specific legal advice I always STRONGLY recommend talking to an attorney; talking to an expert because that ain't me. [Laugh] Saying "well Nate said on YouTube..." is not gonna hold up in court -- I've tried it!
Okay, so, let's talk real quick about what are the basic components of a contract first:
A contract is just an outline. It's an agreement. It's saying that Party A is going to do something, Party B in response is gonna do something else. It outlines the specifics of the timeline, any cost related, and it outlines how long the relationship can last between both parties. It outlines how you can end that relationship. It also outlines how the approval process is gonna happen, how the delivery process is gonna happen. It's just a statement.
Good contracts are actually supposed to try to protect both parties. That's what negotiations are all about when you're trying to nail down the specifics of a new of a new job you want to make sure that those terms are gonna be something you feel good about. As a freelancer, or if you're looking for an employment position you're going to negotiate the terms of what's your salary, how much PTO you're going to get off the top of the starting, any special considerations. Contracts are just outlines.
Okay, so we've defined what a contract is. Let's talk about some of the things I wish I put in my contract sooner.
So top of my list: Revision clause
Basically, this clause is just capping how many times you're gonna go back to square one and rewrite something. In my opinion -- this is just how I do my contracts -- is if you want me to make something a little faster, bump it up by five clicks, if you want me to change the oboe to a flute, if you want me to -- hopefully there's no angry wind noise there -- if you want me to change this chord from first inversion to second inversion, if you want me to do tiny minute things then I don't consider that a rewrite. I don't consider that a revision.
A revision for me is "this is not working, let's go back to square one and start over". That for me is a revision, and in my contract I say for the price I've quoted you, I'm gonna give you three included revisions. Anything past that is an extra cost. Now, I don't list what the actual cost is in my contract, I say that should we go beyond three revisions, what we will do, is we'll have a meeting and we'll discuss things, and we'll make a new cost for this fourth revision and it'll be a mutually agreed upon dollar amount. So maybe it's sloppy of me to not include or quote the price for those additional revisions once you get past the first three free included revisions in that original price, but the thing is, with the exception of this one experience I've never had to use it.
But I had a client early on, hired me to write one song that she wanted to use as a part of the pitch to hopefully get funding to make a full Broadway musical, and I was writing music, writing music, working with this client, like I said again, very early in my career, so I gave her version after version after version, each time starting anew. About the fifth or sixth time I asked her "hey, what's not working here, why are we going back and redoing version after version after version and starting from square one?" Well her response kind of shocked me, she said "oh, I just wanted to see what you would do, I just wanted to see what you create", and she even said "I didn't see any kind of revision cap or revision clause in your contract so I figured I could just request as many as I want". And she was right, she could. At no additional costs to her, she could have me writing thousands upon thousands of iterations of this Broadway spec piece. Just over and over again, just to see.
Because you have to remember, the more time you take to do something, the less you're actually getting paid per hour. If you have a job you accept for $2,500, and you take five months to do it, you're not actually earning as much than if you have a job that you do in one week for the same $2500. It's a simple concept, but sometimes I think people forget that, and they're talking about their rates, when they're talking about their budgets, and these contracts.
So the top of my list would be revision cap.
Second thing I wish I added to my contract sooner, is basically says that I as Madsen Studios have the ability and the right to showcase my work in my portfolio. What I've learned, especially working with some larger companies, is in buyout situations particularly they can say "well we're never going to give you the right to put this in your portfolio". You can of course list something on your resume, but you can't showcase it on your demo real or your video reel. You just can't without having some kind of language in your contract that specifically states you can.
So my contract states that once a game is made public or once the game is published, I will be able to showcase -- just for promotional reasons -- the content I provided, the content that I created for that game. I've not had any clients object to this when I have it in my contract. I've even had clients put it into their contracts if they're the ones providing the contract to me. I've had "hey, I want to be able to showcase this in portfolio". The only problems I've had is when I didn't ask for it, I didn't have it in my contract, there's nowhere mentioned and I already had signed something and I'm already working and it comes up "hey, I would love to promote myself and promote this work I did, can I put it in my demo reel?" I've had some larger clients say "no you cannot". That kinda sucks, so I learned to start doing that.
Let's say a game trailer showed Level One as part of the teaser for the game, and had some of my music I put in Level One, and this is out on YouTube, this is out on the internet - this is live. In that case, I would say "okay, Level One music has been released by that company", and of course there's always political things to consider. I would always talk to my point of contact to say "hey, I love the trailer you guys released, it's using my music, it's out there live per the contract, and says anything that's made public, or once the game's formally released I will be able to share and promote my stuff for promotional reasons on my demo reel." And I would talk with them and say "okay, so since that's been done, let me go ahead and do that real quick, if I want to just shoot you an email and we can talk about it real fast", well I feel like that's a useful thing to do - you don't want to piss anyone off, you don't wanna get yourself in any kind of legal liability, or something like that. In some cases, it can be as easy as just retweeting something, or linking something that the company has already done saying "hey look, I did this", but yeah... that was a weird voice for the "hey look I did this..." You need to have some kind of language in your contract, or in the contract the company is giving you, and you negotiate that saying "I want to be able to share this on my portfolio". And by the way, it's very common to say portfolio: this is not gonna be for downloads, this is not gonna be commercially sold again, that sort of thing, and this mostly only applies in buyout situations. Examples when you were keeping the rights to the music you're providing, you're basically just giving the license to a client, you don't have to worry about that so much, because you are the owner.
You might still have to worry about the schedule of it though. You know, perhaps the client doesn't want you to release something that's not made public yet, that's very very common so you do have to be careful about that.
Number three for me would be point of contact. Final authority. All this does is dictates -- lays out in black and white -- who was gonna be the person to have authority over saying yes or no in a project. The reason why this is because I've been in situations where you have a group of people and let's say they get into a disagreement and Bobby-Fred does not like the music you did for Level 7, and Judith thinks it's the greatest thing, well then you have a conflict. You have this whole other discussion that has to happen and when you're working as a freelancer and so I will get on these Skype meetings that would be about two-three hours long each, and this was a weekly meeting. And then they would talk about these things, and then they were getting disagreements with me right there in the Skype call. "Well I disagree with you", "well I think this", "well I think that", and suddenly my direction is cluttered. My scope, my target is not clear because I have different points of reference. I have people tell me different things. I have people telling me different direction.
So you want to avoid that. In some cases you don't want to worry about this. So if for example, you're working with the team of one person; you had your key contact, you have your final authority. It's that dude or that gal and you just have to make them happy with your content and you're golden. But in other cases where you have multiple people it's very useful to assign and dictate and just ask the client "all right, well I have meetings with eighty of you guys, but I need to know when the proverbial poop hits the fan, who is the person that has final authority to say yes.
I would highly recommend if you're working with a team that has multiple people and they don't know who the final authority is that you set something up. You set some terms in your contract saying okay well let's agree that this person will be the final authority, and then you guys can go off and have your debates and your discussion for as long as you want without me involved, and then that one person comes to me and gives me clear, concise direction.
Another point to number three is meetings. Are you going to invoice your client for every single meeting that you have. It depends - this is really your call. My advice, my suggestion would be to really understand what type of meeting schedule the client may have in mind. If this is a weekly meeting, then yeah you might want to invoice for that. If it's not then don't worry about it. I kind of take mine case by case.
It's really tricky to change a contract once you're in it, so if you don't invoice for meetings, and suddenly find yourself in the situation with the client where you have a whole bunch of meetings all the time, and it's taking up time when you could be working, it's going to be a tricky conversation to say "hey, look...". Nothing is impossible, it's just going to be tricky. It's a lot easier if you just say "hey, if we're going to have this type of meeting weekly then this is my rate for it" and just get that of the way, and they agree to it on the front end versus trying to change it on the back end. That's much much harder to do.
Another thing to consider is, each state has sometimes slightly different sometimes very different laws when it comes to freelancing and business, and regulations -- all that jazz -- and if should you have a point of litigation with a client well... let's say the client is out of state, State accounts in California, you're in Texas, well which law is going to be applied here? There's a lot of different things here, but it's just a lot more clear if you just say in the case of litigation, the laws of California will be applied to this contract, or in the case of litigation, the laws of Texas will be applied to this contract. It can be useful to have that listed.
Now the big thing I would avoid is P.O. boxes. Do not accept P.O. boxes. I actually don't accept P.O. boxes at all on my contract. What I do is I list all my points of contact. I have my name, my email, I have my cellphone, I have my physical address, and then I have a spot where the client puts theirs in, and I say alright, I need your name, your email, your phone number, and your physical address, and in the state P.O. boxes are not accepted.
Why? Because P.O. boxes are harder to track down. I had a client one time who 13:12