In the first podcast, we talked about the services you’re performing and how it is that your client is paying you for them. This week what we’re gonna do is focus on the ancillary issues that you want to make sure are covered in your agreement.

And to pick up with our 5TH ISSUE which is: how long your arrangement is going to last with this particular client that you’re working with? It may be that this is a one off service that you’re providing and so it’s going to conclude as of the time that you finish performing the service. Or it may be that you are expecting to perform services on an ongoing basis for this client for a number of years in which case you have a master agreement that lasts many years and then each of your task orders will define the schedule for any particular service. Either of those options is good, the important thing is to define in the agreement how long you expect this contractual relationship to last.

And a related issue is that sometimes your relationship with your client is not going to last as long as you expect at the outset. For that reason what you want to do is include some escape clause, as you might say, in the services agreement that provides that certain circumstances, either party or one party in particular, may cancel the agreement. And so you’re encouraged to think about those as you’re writing up the agreement and make sure that those are included in your contract from the beginning.

6TH ISSUE, whenever you’re considering these agreements, is intellectual property that you’re creating. Who is going to own the intellectual property that you’re creating as you perform these services? And for different professionals there are different standards perhaps. But it’s important to define in the agreement, it’s important for you as a professional, obviously ideally you own the intellectual property which gives you an asset that you can continue to market even after it’s been created. But it’s also important to know that, if you are letting your client own the intellectual property you create, then make sure that they’re compensating you for that as well. Just make sure that’s covered in the agreement.

7TH ISSUE: how will you and your client protect each others’ confidential information? The client is hiring you because you have some expertise that they do not have. What you don’t want is for the client to use you to develop their own expertise and then not compensate you for the information that they’re taking from you. Protecting confidential information, both the trade secrets that you have, and also the secrets that you might acquire from your client just as you’re performing the services. You can bind yourselves in a services agreement to make sure that you keep those confidential.

8th ISSUE: do you want to restrict your client’s ability to hire your workers? Similar to the secrets of how it is you perform your services; you also don’t want to put your employees or people that you know that you’ve placed on that particular job, you don’t want your client to circumvent you and hire them directly. The way that you prevent that, a primary way of preventing that, is by putting in the services agreement a clause that says that they will not solicit your workers. So that is a frequently included clause in a services agreement for freelance professionals.

9th ISSUE: will your client or you be allowed to publicize the fact that you have this relationship? You may have landed a fantastic big client; you want to make sure that you can put on your website that you’ve landed this big fish. Or the client may want to put out a press release that announces that you’re performing this particular service for them. It’s good to define in the agreement exactly how that publicity will take place, in particular to specify that either publicity is permitted or is not permitted. So publicity is another important provision to have in there.

10th ISSUE : how and where will disputes that you have with your client be resolved? Obviously you have your options of arbitration or court is what frequently comes up. And also within that is geographically, if you’re working with clients who are not necessarily local to your area, you may want to specify in your agreement that if they have any complaints that they’re going to have to come and work with the court in your particular area, which is always a good thing to have. And also to define exactly which state’s law is going to apply to your dispute. So anticipating, while you hope that you don’t have disputes, anticipating what’s going to happen and defining what’s going to happen in the event that there is a dispute over the contract is the tenth important question I would say to make sure you have answered in your services agreement.

That concludes the second part of Service Agreements for Freelance Professionals. Again, my email address, bokes@GeneralCounselLaw.com. Please feel free to contact me if you have any questions. Thank you.

Thanks for listening to this edition of the Legal River podcast. If you have a business law question you would like to see answered in a podcast, please email us at Podcast@LegalRiver.com. To reiterate, all views expressed in this presentation are intended only as a general discussion of the issues and should not be regarded as legal advice. For additional details or advice about a specific situation, please consult legal counsel directly.