The original Contract Killer
(Originally posted in 2008 on 24ways, now updated.)
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 fifteen years ago 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’re 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’re 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
To help you along, I’ll illustrate those bullet points by pointing both barrels at the contract that I wrote and have been using here at Stiffs & Nonsense for the past five years. My contract has been worth its weight in lead and you’re welcome to take all or any part of it to use for yourself. It’s packing a creative-commons attribution share-a-like license. That means you’re free to re-distribute it, translate it and otherwise re-use it in ways I never considered. In return I only ask you mention my name and link back to this article. As I’m only an amateur detective, you should have it examined thoroughly by your own, trusted legal people if you use it.
NB: The specific details of this killer contract work for me and my customers. That doesn’t mean that they will work for you and yours. The ways that I handle design revisions, testing, copyright ownership and other specifics are not the main focus of this article. That you handle each of them carefully when you write your own killer contract is.
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’s important that you make it count. Start by setting the overall tone and explaining how your killer contract is structured and why it’s different.
We’ll always do our best to fulfil your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into signing something that you might later regret. What we do want is what’s best for both parties, now and in the future.
So in short;
You ([customer name]), located at [customer address] are hiring us ([company name]) located at [company address] to [design and develop a web site] for the estimated total price of [total] as outlined in our previous correspondence. Of course it’s a little more complicated, but we’ll get to that.
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 authorised? To make damn sure that does not happen to you, you should ask your customer to confirm that not only are they authorised to enter into your contract but that they will fulfil 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.
You: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You’ll give us with everything we need to complete the project as and when and in the format we need it. You’ll review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.
Us: We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll endeavour to meet every deadline that’s set and on top of that we’ll maintain the confidentiality of everything you give us.
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.
We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (colour, texture and typography.) We call that ‘design atmosphere.’
You’ll have two or more weekly opportunities to review our work and provide feedback. If, at any stage, you’re not happy with the direction our work is taking, you’ll pay us in full for everything we’ve produced until that point and cancel this contract.
We know from experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your earliest ideas. We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the length of time we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate for that.
As I like to push my luck when it comes to CSS, it never hurts to head off the potential issue of progressive enhancement right from the start. You should do this too. But don’t forget that when it comes to technical matters your customers may have different expectations or understanding, so be clear about what you will and won’t do.
Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.
Desktop browser testing
We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Internet Explorer), Mozilla Firefox and Opera. We’ll also test to ensure Microsoft Internet Explorer 8 for Windows users get an appropriate, possibly different, experience. We’ll implement a single column design for Internet Explorer 7 and below for Windows and we won’t test in other older browsers unless you specify otherwise. If you need an enhanced design for an older browser, we can provide a separate estimate for that.
Mobile browser testing
Testing popular small-screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our work in:
- iOS: Safari, Google Chrome and Opera Mini
- Android 4.1: Google Chrome, Firefox and Opera Mini
- Android 3.2: Browser, Firefox and Opera Mini
We currently don’t test Blackberry OS or Blackberry QNX, Opera Mobile, Symbian or other mobile browsers. If you need us to test using these, we can provide a separate estimate for that.
The Twisted Thing
It’s not unheard of for customers to pass off stolen goods as their own. If this happens, make sure that you’re 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.
First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve permission to use them.
Then, when your final payment has cleared, copyright will be automatically assigned as follows:
You’ll own the visual elements that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.
We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that you, exclusively and in perpetuity for this project only, unless we agree otherwise. We can provide a separate estimate for that.
We love to show off our work and share what we’ve learned with other people, so we reserve the right, with your permission, to display and link to your project as part of our portfolio and to write about it on websites, in magazine articles and in books.
Vengeance Is Mine!
The fine print
Unless your work is pro-bono, you should make sure that your customers keep you in shoe leather. It’s important that your customers know from the outset that they must pay you on time if they want to stay on good terms.
We’re sure you understand how important it’s as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule.
No killer contract would be complete without you making sure that you’re 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.
We can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them. Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
Just like a parking ticket, you can’t transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of [country] courts.
Oh and don’t forget those men with big dogs.
Take it from me, packing a killer contract will help to keep you safe when times get tough, but you must still keep your wits about you and stay on the right side of the law.
Don’t be a turkey this Christmas.
Be a contract killer.
Important: Stuff and Nonsense is not a legal advisor. Generic templates and contracts may fail to meet your needs. Nothing on this website shall be considered legal advice and no relationship is established. Be sure to consult a lawyer to address the particulars of your specific situation.