Contractual Matters: Definition Of Work

Posted By Debbie on October 22, 2010

(Back to our series on contracts…) I was recently shown THE most bizarre contract I’ve ever seen. I wanted to share some odd bits from it so that other designers and UI pros can look out for these things when reading a client’s contract. For more posts on contracts, check our blog tag for “contracts.”

The Problem: The contract I was shown was for this client to hire outside software developers. There was an area of the contract that defined software development. He just added, “User interface,” to the definition of software development. The rest of the contract continued referring to my work as software development when we were being hired for UI, web design, copy writing, and possibly some future marketing work.

This reminded me of when Schering-Plough gave me a contract in the 1990s for a website project. They had taken a standard vendor contract, and done a find and replace to get the word “website” in there, since that’s what we were doing. The contract ended up saying brilliant things like we needed to have a million-dollar insurance policy in case someone trips and falls on the website.

The Solution: I told him that the definition of work was way off. It should exclude references to software development since I shouldn’t be signing a contract that states that I’m providing software development services (when I’m not). I said that the contract needed to clearly define what Brass Flowers is doing for his company.

The Discussion: He told me that what he did was fine, and refused to change it.

I didn’t sign the contract. We won’t be doing business. Read contracts carefully! Sometimes, it’s better to walk away from the work than to sign something you’ll be sorry about later.