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Ugh, I know, contracts…BORING, right? Well, maybe, but a very important topic for freelance VO artists so this week let’s talk about something near and dear to everyone’s heart: Contracts.
What IS a contract anyway?
Simply put, a contract is just an agreement between two (or more) parties, whether they be companies or individuals, that defines their relationship. Miriam-Webster has a fancier way of saying it: “a binding agreement between two or more persons or parties”. Of course, there are other official definitions within Websters, but this is the one we will focus on today. The agreement between (specifically) the VO artist and their client.
We’ve all been parties to a contract.
Well, unless you are under 18 years old (in the USA) which is the age of consent here. To be fair, it IS possible in the US for a minor to enter into a contract, however, they are protected legally because of their age and are able to void the contract. There are exceptions, of course, but that’s a rabbit hole we don’t want to go down. So, for the purposes of this discussion we will concentrate only on contracts made between persons or entities who have “reached the age of consent”. In other words, we are going to stay away from grey areas and only talk about legally enforceable contracts between adults.
Why do we need contracts anyway?
People. People are why we need contracts. Well, and communication (as in different ways people communicate). A contract lays out what is expected from each party so that when things go awry there is no confusion. A GOOD contract will be unambiguous (I really just wanted to be able to use that word in s sentence today) so that there is no confusion about what is expected, and how to proceed when one party or another fails to hold up their end of the bargain. Many times what one person sends (in communicating) the other receives completely differently than was intended. The contract states things specifically, so (ostensibly) both the sender and receiver have the same understanding.
This reminds me of a couple jokes.
A husband is sent to the store by his wife. His wife says, “Get a gallon of milk, and if they have eggs, get a dozen.” The man returns home with 12 gallons of milk. When his wife asks WHY he bought 12 gallons of milk, he replies: “They had eggs.”
The newspaper reported an incident where they found a woman starved to death in her shower. In her hand was a bottle of shampoo. She died following the directions: Lather, Rinse, Repeat.
Obviously, these are extreme and meant to be humorous, but they each underscore why a contract is needed.
What is in a contract?
It is generally agreed that a valid contract contains six elements: There is an offer, acceptance, consideration, intention to create legal relations, legality and capacity, certainty. Of course, that last bit was written by a lawyer. So, you have a contract if an offer was made, you have accepted that offer (or negotiated until you do accept it), there is consideration for the terms (payment), all parties INTEND to have a contractual relationship, what you are contracting for is legal and you have the capacity to provide it and all parties are certain they understand (whether they actually DO or not is possibly another matter). Simple, right?
Does a contract need to be in writing?
The short answer is: NO. Verbal contracts are just as legal as written contracts, although MUCH more difficult to enforce. Here is an illustration of a verbal contract that you may not think is actually a contract. You wife calls to tell you her plane will be arriving today at 3PM. You agree to meet her at the airport at 3:30 to pick her up and bring her home. She thanks you and agrees to cook dinner as soon as you get home. You have a contract. Offer: I’ll pick you up. Acceptance: She thanks you. Consideration: She’ll fix dinner (there are other considerations of course, she’s your wife, but this is a family blog). You both INTEND to honor this agreement, it is legal, and you have a driver’s license. You agree and are certain you both understand. BAM – contract. Things get a lot more complex in business arrangements.
But contracts are so COMPLEX!
They certainly CAN be, but they don’t have to be. In the world of VO, your contract may be as simple as an email exchange between you and the client. Many times, VO is fast paced, and there just isn’t a lot of time to hash out contract language with a client. Remember the 6 elements of a contract above, make sure that the thread of the email exchange contains all six elements, and you are good to go. For a continuing relationship though, for instance if you are to become the “voice of” some product or service, a well written contract will be more important.
I’m not a lawyer, and I can’t afford one, so how do I get a “well written” contract?
First, I definitely suggest investing in a lawyer who can review all your contracts to make sure your interests are protected. Yes, I KNOW they can be expensive, but so is signing a bad contract. Working with a lawyer to draft your “boiler plate” contract can be invaluable; it will save you a lot of time googling around to figure out what contract language should be included and makes sure your interests are protected. Make sure you choose an attorney with experience in the entertainment industry, because a VO or other entertainment contract is not the same as other types of contracts. However, if you really can’t afford a lawyer yet, I suggest reading “Voice Over Legal” by Robert J. Sciglimpaglia Jr. He talks about VO specifically (as he is also a VO artist) and what items are important to pay attention to for VO contracts.
My client sent me the contract
This is pretty common as well. If your client has sent you a contract, first make sure it contains all six elements listed above, then make sure to READ the entire contract to look for things you disagree with. Nothing nefarious here, but just as you are going to draft a contract that protects your interests, so too will they. And while they are probably not trying to rip you off, they definitely aren’t focused on YOUR interests. This is another time when having a lawyer look over the contract for you is helpful as they are reading it with an eye toward YOUR interests and not the client’s.
My lawyer (or I) doesn’t like some of the contract language.
Now what? You are selected for a job, you are excited to get started and get paid, but your lawyer suggests that some parts of the contract are not great for you. What do you do? NEGOTIATE!
How the HECK do I negotiate?
Honestly, it is pretty simple, and happens a lot more often than it seems. Negotiation is simply a discussion. You may need clarity about some of the language, or perhaps you don’t like the consideration offered or length of the term. There are MANY reasons you may not want to sign a given contract as written. The way to negotiate is simple, communicate! Simply state to the client the parts of the contract you are unclear about (and ask for clarification) or the parts you’d like to modify (and state the suggested modification) and see what they say. There is no reason to feel intimidated by a negotiation. It is simply a discussion of terms between you and the client, to make sure everyone is satisfied and understands exactly what is expected of them. There will likely be compromise (if only congress could figure out that word!) or you may not be able to reach an agreement. But it is just a discussion. And remember, once you sign you have to live with the terms like them or not.
But if I push back they’ll hire someone else!
In truth, that may happen. But it is usually better to walk away from a bad contract than it is to accept it. Anyone who is not willing to negotiate terms with you is not likely going to be an easy client to work with, which will just make honoring the contract that much more difficult. The key thing to remember when negotiating is to stay cordial and professional, and point out where you have issues and what your suggested remedy is. No hard feelings, nobody gets angry. Either you can come to an agreement, or you decide not to work together. Never burn a bridge and be obstinate or unprofessional during a negotiation.
Yeah, this one was a bit dry and boring; I know. But a very important topic. Key take-aways here are making sure your contracts are enforceable by including all six elements, remembering that verbal and email contracts are valid and not being afraid to negotiate for the terms you can live with. Once you sign, it is too late to negotiate!