Helpdesk Contract Review Service

How the advisory service operates

This service is for contracts that have been supplied to members by their clients prior to signing the contract. These should be sent to this email address: [email protected] Your email subject heading should say: Contract review – (name of client).

Please supply the name of the client and what you are being commissioned to produce, plus any other relevant information and specific queries. There is no requirement to redact the name of the client on the contract document, as your communications with the AOI Helpdesk are confidential.

On receipt of a contract we assign it to an ethical advisor and return our advice with comments and suggestions, including copy-and-paste responses to send directly back to the client. Contracts are negotiated all the time, and it is appropriate for you to discuss requested changes in an agreement.

Although we aim to do this as quickly as possible, we ask for up to 10 days to review contracts. Get in touch if you have limited time to respond to your client. It is reasonable to request a decent amount of time to review a client’s contract, and a client should not pressure you to review and sign a contract in a short time period.

We may be able to respond in a shorter time frame than 10 days if there are just a few clauses that you are specifically concerned about. Once we’ve responded to those, if you subsequently wish us to review the entire contract then we’ll ask for up to 10 days from that point.

Our advisors are not qualified solicitors but have been thoroughly trained in ethics. Once our advice has been received, the responsibility of any course of action then taken belongs to the member.

Previously signed contracts

If you have already signed your contract with a client, we are not able to offer a full contract review (the client has no obligation to change any aspects of a signed agreement), but we will be able to respond to a limited number of specific questions about certain clauses/wording.

Confidentiality

Some contracts include a Confidentiality clause which may say that no-one may look at the contract apart from you. Some say your professional advisors can see the document. Confidentiality is generally about ensuring that the client’s business dealings remain confidential, and this may include agreements that they give to artist/consultants/contributors.

Search in the contract for the word ‘confidential’ or ‘confidentiality’ to bring up the relevant wording. If you do find you have a clause like this and it’s not clear to you, you can send over solely that wording to us and we will be able to confirm whether we’d be able to read over the full contract. Clients generally have no issue with you having the document confidentially reviewed by your advisors, and we recommend that you ask the client for permission to have your contract reviewed by your professional advisors (AOI).

If the contract has no wording confidentiality, or if it says your professional advisors can view it, then send it over, along with all details about the job for context. We can start the advisory process once we know that the contract allows us to.

If your contract terms states it is a copyright assignment / work for hire (US)

Search your contract for the words ‘copyright assignment’ or if a US contract, ‘work for hire’. These may be in the ‘rights’ section of the contract. If your contract contains these words this will mean that the client is asking for ALL reproduction rights in the artwork they want you to create for them. This is not in your favour. See the resource Copyright Assignment.

If this is the case with your contract, before you send to AOI for review, go back to the client and ask that the rights are changed to a licence rather than an assignment. This is because if the rights are changed, the contract wording will also have to change, and so advice on an assignment contract may then no longer be applicable. We will ask you to do this if you send in a copyright assignment contract.

You can say to your client, ‘I’m not able to assign my copyright in the work, but I am happy to agree to an exclusive licence for a specific usage, territory, and duration.’ You can let the Helpdesk team know what the client says back to this for further assistance.

Publishing Contract

If you are sending a book contract, please let us know:

Are you the Author/Illustrator or solely the Illustrator?

How many Illustrations are part of the project? A children’s picture book is generally 32 pages / 16 double page spreads + Cover, an illustrated chapter book or educational/non-fiction book may have more illustrations.

What is the fee offered? Is it a Flat Fee or Advance fee + Royalties?

Have you agreed a formal book offer/deal memo prior to this i.e. discussing Rights being granted, Royalties percentage levels, Subsidiary rights and more?

Non Disclosure Agreement (NDA)

A Non Disclosure Agreement means exactly what it says; you cannot show the agreement to anyone without specific permission from the client who has supplied it. An NDA should be appropriate in what it is stating that you should not reveal. It should generally be keeping the client’s business dealing and plans secret for a certain time period. It should not include details of rights that you are giving to the client relating to the project – these should be included in a separate contract. If you do not understand the NDA you can ask the client to explain or ask for permission for your professional advisors (AOI) to review it confidentially.

Client response to your requested changes

AOI will give you comments and suggestions for a client’s contract. We are aiming to make a contract fair to you as well as the client. Client’s may accept some changes, or offer changes that go some way to what you have requested. Any improvement in fairness to your contract is positive, although you may not always achieve all the changes that have been requested.

You can send back comments on your requested changes to the Helpdesk. If changes have been made to a contract that are not clearly ‘tracked’ (as in a Word doc), and so not obvious to see, we ask that you highlight the changes for us to to see. We are not able to read through the whole contract a second time to work out what has been changed.

Using the AOI Sample Contract

If you are supplying the AOI contract to a client, this should not be adapted. It is a legal document. You can put ‘not applicable’ in any fields that are not relevant, and add any additional requirement to the Special Terms field. We are not able to review adaptations of the contract for accuracy, but can answer limited questions on the unadapted contract.