Boilerplate Clauses in
Illustration Contracts Members  

When reviewing a contract, many people will focus on the commercial terms such as the duration of the agreement, the scope of the work and the payment, and they skip over the generic looking clauses towards the end of the agreement. Those clauses are known as ?Boilerplate? clauses and they tend to deal with mechanical rather than commercial issues, such as how the contract should be interpreted. The word ?Boilerplate? originates from the steel printing presses used in the 1900s and brings to mind an image of clauses which are so immoveable that they are impressed onto metal. However, it would be a mistake to assume that as they vary quite widely and could be of crucial importance when a problem with the agreement arises. This resource goes through Boilerplate clauses that you may see in a typical commissioning agreement for illustration:

Confidentiality

A confidentiality clause is pretty standard, but does the clause make it clear exactly what information is protected as confidential? How long does the confidentiality obligation last? Can you publicise your involvement in the project at all? As well as asking yourself these questions, you should look to see if there are any exclusions from the confidentiality obligation. You should have the right to tell your professional advisors and any employees, insofar as it is necessary for you to do so. There should also be an exclusion for disclosures required by law. You would not want to be in a position where you have a legal requirement to divulge information but to do so would breach your contract.

Assignment

It is quite common for illustrators not to be permitted to assign (transfer) commissioning agreements since the illustrator has been chosen for his or her individual skills, but if you are a sole trader and are thinking of moving your business into a company at some future date, you might want to include a provision allowing you to assign the agreement to a company that is controlled by you. Similarly, if you are already trading through a company you might want the right to move the agreement to an associated company. If the other