Contracts - Look Before You Leap!!!!!!

A contract is a legally binding exchange of promises or agreement between parties that the law will A contract is an exchange of promises that is legally enforceable. Contracts can also be called "agreements" or "deeds".There are 4 things that a contract needs:

Offer: A clear offer by one person or organisation to another. If an offer is rejected then that offer automatically ends.

Acceptance: The other party must accept the whole offer without conditions. There can be many offers and counter offers before there is an agreement.

Consideration: This is what each party gives to the other as the agreed price for the other's promises. Remember, the agreed price doesn't have to be money. It can be another benefit.

Intention: The people or organisations entering into the contract must intend to create legal relations. A person who breaks a contractual promise may be sued. They may have to pay the other person compensation or comply with some other court order.

                            Steps that should be done or things that should be considered when entering into a contract include:

 -> Do your research

The piece of paper you sign may be worthless if you are dealing with someone who is bankrupt or untrustworthy. Who is the other party? Are they a company or an individual? Who are you really entering into the contract with?Also consider the terms that you are being offered.

-> Consider the deal

Make sure that the deal meets your requirements and covers all your concerns.The law generally doesn't care if you make a rotten deal for yourself. Whether or not the contract is good or bad for your business, if you have entered into it, you will probably have to perform it.

-> Negotiate

Sometimes you will be handed a formal-looking contract and told: "this is our standard contract - take it or leave it". You may feel that you have no bargaining power to negotiate better terms for yourself. There is generally no legal reason why a contract cannot be negotiated. Ensure you read the contract carefully, check anything you are unsure of, or make suggestions if you wish to make changes. If they won't agree to do that, you should carefully consider whether this deal is good for you. If it isn't, then maybe you should walk away.

-> Get legal advice

Often you will be told that you must sign a contract within a very short time - even in front of the other party. It is only reasonable that you be given sufficient time to get independent legal advice before you sign. It is much harder to retreat from a bad agreement once you have entered into it. You may find yourself with obligations you didn't fully understand or didn't even know about.

-> Don't give away more than you need to

When you are dealing with your artistic assets, such as copyright, you should make sure you keep control of them. For example, do you really need to assign all of your copyright in a work? Would a license permitting someone else to use your work be more appropriate? You can limit licenses (permissions) by narrowly defining terms such as territory, duration and type of use.

-> Only promise what you can deliver

You cannot give something that you do not have. Be sure that you can deliver what you say you can. For example, if you created artwork as an employee (and your employer is actually the copyright owner rather than you) you cannot license or sell (assign) that copyright.

-> Put everything in it

If you have a written contract, the law generally presumes that it is the whole agreement - so make sure that it is. Don't leave out things as a goodwill gesture or because you assume that they will happen anyway. Think about the contract practically and also consider what will happen under the contract if the relationship sours. Is the duration of the contract too long? Will you be paid in regular installments or will you have to wait for a lump sum? Can you end the relationship easily?

-> Get it in writing

Many disputes can be avoided if the agreement is in, or is confirmed by, writing. The purpose of a written contract is to have a clear, unambiguous contract that clarifies both parties' rights and obligations and, if they wish, to set out a procedure if something goes wrong.

-> Keep a copy of all documents you sign and read them often!

Signing a contract is evidence that you agree to its terms. You will usually be bound to perform the contract as it is written. It is a good idea to get two identical originals of a contract signed by both parties. Each party then keeps one signed original. At the very least, make sure that you get a copy of the original signed agreement when it has been fully signed. The other party isn't obliged to give you a copy of the signed contract later on!