Reviewing a contract isn’t as simple as handing it to your attorney. You
must involve yourself in the process to make sure you sign a document with
which you’re satisfied. Read on for some tips on how to handle the
process.

Contracts are just formalized agreements. They usually come down to,
“here’s what should happen” and “we won’t hurt one another.” A proper
contract sets boundaries up front and discourages dispute because both
parties know exactly what is expected.

Contract negotiations can be an especially delicate period in a
client/freelancer relationship. By now, each party has expressed interest
in moving forward (engaging in business) but risks to lose out on an
investment (legal fees for contract draft and review) if the other party
decides to withdraw.

You can’t just hand your attorney a client’s contract and tell him or her
(or even them) to fix it. In the end it’s you who signs the paper,
so you should work with your attorney to draft a contract with which you’re
comfortable. There’s no guarantee every contract will work out, but your
participation in the review process can help spot trouble early on and
ensure every contract you sign is to your liking.

Get Involved

To be worth your signature, a contract must be both airtight and
suitable for your situation. Airtight means the contract has no
ambiguitites. Any clauses that can be misinterpreted most certainly will
be, which fuels ugliness as both parties fight for their interpretation.
Your attorney’s first step in reviewing a contract is to find and eliminate
such loose language.

A contract that’s airtight can still be a risky sign, though. That’s
because it can mandate, in explicit legal terms, a situation that puts you
at a disadvantage. (Raise your hand if a multibillion-dollar firm has ever
tried to offset all risk onto you, the lone freelancer.) Your attorney can
spot those clauses that are clearly to your detriment — some clauses are
bad news regardless of the situation — but there are some grey areas that
deserve your attention.

You must first review the contract yourself and draw your attorney’s
attention to potential problems. Is that noncompete period too long? Is
it normal for someone in this role to be limited to 20 hours per week?
Will that clause, as worded, prevent you from taking other work in this
field? Only you can answer these questions.

You can also help your attorney find red flags by telling them about your
specific goals and concerns. Someone who publishes technical articles, for
example, should be very sensitive to wide-ranging intellectual-property
clauses or gag orders. A proper contract in this case would set the
boundaries between “client-specific, proprietary information” and “best
practices that you can take elsewhere.” Unless you tell your attorney
up-front about these concerns they’ll never know to watch out for them.
Put another way, some clauses are only a risk in certain situations.

Take It In Phases

The next step in working with your attorney is to use their time and
resources wisely. Most attorneys bill by the hour (just like you!), and
they collect their fees regardless of whether the contract is signed by
both parties. (This is only fair.) You can mitigate the risk to your
pocketbook by taking the review process in phases: find the problem
clauses, review them with the client, and only finalize the text when
everyone is in agreement.

My attorneys have found problems with almost every contract to come my way
– I’m often “complimented” that they are such sticklers — and I’d wager
this is more the rule than the exception. The first step, then, is to tell
your client up-front that you don’t accept one-size-fits-all contracts. If
they refuse, then you’ve spared yourself a costly contract review. (You’ve
also spared yourself what would likely have been an unpleasant assignment.)

If the client agrees to discuss any potential changes, you and your
attorney should find any potential red flags. Present your proposed
changes to the client. They will agree or disagree to the changes, and
maybe offer new wording. If they refuse to budge on a clause that’s
critical to you, move on. (Ask for what you want; get what you need.)
You’ve spent some money, but not a lot: spotting problem language takes
less time than correcting it.

Finally, give your attorney the go-ahead to correct the contract. By now
the client has already agreed to the changes, so there shouldn’t be any
more back-and-forth iterations. If there are, beware — it’s very easy for
a client to drain your wallet getting what they want out of a contract.

Sharp-eyed readers may have noticed that you end up footing the bill for
tightening up your clients’ contracts. You’ll have to write that off as a
cost of doing business. Perhaps with smaller clients you can get them to
agree on splitting some of the fees with you (since you’ve tangentially
helped them) but don’t count on it.

Having a proper contract means you have less to worry about. In turn, that
means you can focus on providing quality services to your client.