Today’s post takes a look at the importance of avoiding ambiguity in publishing contracts.
Many times, authors praise a publishing contract for being “short” or “easy to read” – but many dangers lurk in shortened or ambiguous contracts.
1. Short-form contracts may be missing important terms. Which ones? Many times, authors don’t know, because they don’t know what to expect.
2. Legalese is difficult to read, but read it anyway, and get help with anything you don’t understand. Many times, authors agree to terms they don’t intend because they didn’t understand the language in the contract. Don’t do this! If the language is complex, ambiguous, or “written in legalese” make sure you understand what it means.
3. Get help from a lawyer or agent who works for you–not someone affiliated with the publisher who made the contract offer. Obviously, authors want to have a trusting, profitable business relationship with the publisher – but when negotiating contracts, you need to get advice from someone who works for you alone.
4. Get written clarification (in the contract) of contract clauses which are ambiguous or have multiple possible readings. It’s not enough for the publisher to explain “we always interpret this in manner X” – get that clarified in writing, in the contract. Most contracts contain integration clauses which prevent courts from examining outside facts or understandings when interpreting contract language. If a dispute arises down the line, it’s only the contract language itself a court is likely to look at. Make sure the contract itself is clear.
5. Listen to your instincts when it comes to accepting a publisher and a contract. If it seems “off”–it probably is. Don’t trust anyone else to look out for your best interests. Hire professionals whose sole objective is protecting and managing your rights–and work with them, but manage them too. And pay attention if things seem odd, or if someone seems less than trustworthy.
Before you sign a publishing contract, make sure the terms are clear, unambiguous, and in writing. Make sure the contract contains all the relevant terms, and hire an experienced professional to review the contract on your behalf. Don’t fall for a half-baked (or half-drafted) document that you will regret later on. And never, ever let someone persuade you to sign a publishing contract you don’t understand.
Have questions about this or other publishing legal issues? Feel free to ask in the comments, email me through my website, or contact me on Twitter (@SusanSpann).