Disclaimer: I’m not a lawyer and this is not legal advice. This is some information I’ve acquired over the years of working as an editor and it’s meant to help you understand the basics of contracts.

When you’re working with publishers and packagers, you’ll almost always be asked to sign a contract of some sort before you begin work. Most publishers will have a standard freelancer contract they use. Be sure you read it and understand what it says.

If this means visiting your local intellectual property attorney for a consult, then do it. Educating yourself on various potential pitfalls will be well worth it, not just for one project for one publisher but throughout your freelance career.

Also, be aware that any contract a publisher offers, while it may be fair, is designed to protect the publisher’s interest, not yours. If specifics that matter to you are missing, like how much they’re paying and when, be sure that the contract is amended before you sign it.

If you’re not asked to sign a contract, you will still want to get written approval of your work before you get started. You can use a chain of emails as authorization or a letter of agreement that you write up and send to the client. Or, a work order from the publisher can do the trick.

This is not needed because you’re going to sue the publisher if they fail to hold up their end of the deal (you probably won’t), but because:

• If your contact person leaves and the new hire has no idea what was authorized, you’ll be left scrambling (editors leave publishing companies so often it’s a little like playing musical chairs).
• It establishes expectations for everyone up front. The more explicit and specific the contract is about what you’re going to do and when you’re doing to do it by, the more likely everyone will be satisfied at the end. At the same time, it allows you to point out scope creep when it occurs (“Can you review the ms one more time?” “The contract specifies one round of review; I’ll have to charge extra for additional rounds.”)

Sometimes publishers will send you a version of a contributor’s/author’s contract, which can have irrelevant or irresponsible clauses, such as one holding you responsible for plagiarism even though you didn’t write the book. You have to be sure you understand exactly what you’re signing!

Be aware that companies that aren’t accustomed to working with intellectual property (that is, they don’t normally hire editors) may offer vendor contracts that have lots of inappropriate clauses, such as a requirement for you to have workers’ compensation coverage even though you’re a freelancer running a sole proprietorship.

Most of the time, you’ll be able to work out a mutually agreeable solution with the company but if you can’t, this is definitely a signal to walk away. Never let a client contact convince you that “that clause doesn’t matter.” It does. Negotiate the contract, even if that means you have to delay the start of a project. In other words, don’t assume the contract they send is the one you have to sign.

What an Editorial Agreement Should Include

While I won’t get into specific clauses you should include (I’m not a lawyer!) I do recommend that any contract/letter of agreement cover these items (there may be others you’ll want to include, based on your experiences and your lawyer’s recommendations):

• The scope of the work (what you’ll be doing, such as performing a developmental edit).
• Deliverables (how you’ll do the work, such as sending a revision letter or making a conference call).
• Deadlines (for when you will do things and when the author will do things: “Client will deliver the complete manuscript by June 30, and Editor will complete her edit no later than July 21.”).
• When and how payment is to be made and total cost (for corporations I usually expect partial payment at contract signing and, if the project is long and involved, at various milestones throughout).

You may also want to include some language about what happens if the client is not satisfied with your edits. For example, that you will be given the chance to make it right before the client tries to withhold payment.

Client Contract Clause Requests

 A client may ask you to agree to a confidentiality clause, which is perfectly legitimate. If working for them will expose you to their business secrets, they need to have recourse should you go blabbing everything you know to their competitors. The problem with some of these clauses is the broad and general terms in which they’re written.

Specify that information that should remain confidential must be marked “confidential.” The confidentiality agreement shouldn’t include information you learned from a third party or from public knowledge.

The confidentiality clause should have a time limit. For example, there’s no reason the details of an author’s plot need to be kept confidential after the novel has been published.

One variation of this clause asks you not to reveal work you’ve done for a company. Ghostwriters routinely agree to this, editors more rarely. If you can’t claim a client as a client, how are potential clients going to believe you know what you’re doing? Think carefully before accepting such conditions.

Clients may also ask you to sign noncompete agreements. This is more common in coauthoring and ghostwriting than in editing. There isn’t a single reason why you should sign such an agreement. If it’s the only way to get the client to hire you, you’d be better off finding a new client. You have every right to earn a living from your work, and no one should try to control that, certainly not a client.

Summary: Contract Essentials

If you ever have any questions about the terms of a contract, do not sign the contract until your questions are answered. Ask for a few days to review it. Then seek professional advice.

Don’t let the client contact tell you what the contract “really” means (“Oh, the indemnification clause is just boilerplate”—no, it’s not) and don’t believe them when they say, “We never enforce the noncompete clause anyway.” The contract says what it says and you’re agreeing to abide by what it says.

That said, don’t let fear of legal documents stop you. Educate yourself. Look up sample contracts and ask colleagues if they’ll share samples of their agreements with you.

You can find a sample contract in the Membership classroom.