Stop Getting Screwed When You Sign Contracts with Brands by Danielle LissPresentation Transcript
Stop Ge(ng Screwed When You Sign Contracts with Brands Danielle Liss
Topics • Why do bloggers get screwed • How do bloggers get screwed • Stop ge(ng screwed
Who Do Bloggers Typically Sign Contracts With? • Brands • Ad Networks • HosCng companies • Employers • Other websites/bloggers: – Guest Writers – Independent contractors – Consultants • Agents
Why Do Bloggers Get Screwed? Nobody reads these things.
Why Do Bloggers Get Screwed? It’s all boilerplate/legalese, so I don’t need to get quesCon it.
Why Do Bloggers Get Screwed? I’m going to jeopardize my relaConship with this brand if I say something.
Why Do Bloggers Get Screwed? I can’t aﬀord to pay a lawyer to look at this.
How Do Bloggers Get Screwed? • By not taking the Cme to learn the basis about what a contract should contain and then reading the contract • By accepCng ridiculous terms from brands because they are afraid to say something • By not advocaCng for themselves
Contract Fundamentals • ConsideraCon • Term • ConﬁdenCality • Non-‐disparagement • Non-‐compete • Choice of Law
ConsideraCon -‐ Legalese In exchange for Bloggers performance hereunder, X shall pay Blogger $____ per ____. If either Party terminates this Agreement for any reason prior to the expiraCon of the Term, Blogger shall only be enCtled to the consideraCon earned on a pro-‐rata basis will be determined by the percentage of the Term completed.
ConsideraCon -‐ TranslaCon X will pay Blogger $___ for the Term. If the Agreement is terminated, Blogger will be paid for the period of the Term that Blogger completed. Considera*on is what you are going to be paid. A contract is not valid without some type of consideraCon.
Term -‐ Legalese The Term of this Agreement shall Commence on the EﬀecCve Date and shall conCnue for a period of ___ Months, unless terminated sooner.
Term -‐ TranslaCon The Term of the Agreement is from X to Y. Any modiﬁcaCons to the Term must be made in wriCng and signed by both parCes. Term is how long you will be working for. It can be indeﬁnite. Always get modiﬁca*ons to contracts in wri*ng and signed by both par*es.
ConﬁdenCality -‐ Legalese At all Cmes while this Agreement is in full force and eﬀect and a`er its expiraCon or terminaCon, Blogger agrees to refrain from disclosing X’s customer lists, trade secrets or other conﬁdenCal material. Blogger agrees to take reasonable security measures to prevent accidental disclosure.
ConﬁdenCality -‐ TranslaCon Blogger will not disclose any conﬁdenCal InformaCon learned during the performance of the Agreement. When the Agreement terminates, Blogger will return materials containing conﬁdenCal informaCon to X. Very simple: don’t share conﬁden*al informa*on.
Non-‐Disparagement -‐ Legalese During and a`er the term of this Agreement, Blogger agrees that Blogger will not make any disparaging, malicious, slanderous, or libelous comments (either oral or wriaen) about X.
Non-‐Disparagement -‐ TranslaCon This one is preay clear. It is also one of the most frequently violated. Do not trash talk anyone that you have had a contract with. Very highly liCgated.
Non-‐Compete -‐ Legalese A`er expiraCon or terminaCon of this Agreement, Blogger agrees not to compete with X for a period of 3 years within a ___ radius of X. Blogger agrees not to use research done within the course of business for a former employer while employed by a compeCtor of X.
Non-‐Compete -‐ TranslaCon A`er the Term of the Agreement, Blogger will not work in a similarly substanCal posiCon for ___ years. Blogger will not use informaCon gained from a previous job to aid in her posiCon at X. HIGHLY LITIGATED. Nego*ate length of *me and distance.
Choice of Law -‐ Legalese This Agreement will be governed and construed in accordance with the laws of the State of California.
Choice of Law -‐ TranslaCon The Agreement was dra`ed based on the laws of the State of California. If any disputes arise, the courts will apply the laws of the State of California. These are very common provisions and the state is typically where the company is located. The most important thing is to have a provision so that you know which state’s law will govern.
How to Not Get Screwed • Read the contract! • Ensure that the term, consideraCon and services are speciﬁcally outlined – never accept vague language. • If terms require you to do strange things – like get insurance policies, ask why. • Know when to call a lawyer.