Contractual Matters: Power Of Attorney

Posted By Debbie on October 19, 2010

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 had language that basically said that if my client ever needed me to sign any legal document relating to the rights of the work I’d create, I am giving him Power Of Attorney over me. That means he can legally sign my name to any hopefully-relevant document, even if I’ve seen the document and refuse to sign it, and even if I’ve never seen the document.

The Solution: I told him to rewrite my rights section so that it gave him all the rights he could possibly ever need to my work, worldwide and forever, so that there is never any future document that might require my signature. I asked him to have his lawyer write something that was air tight and not vague so that he would be satisfied with his rights ownership.

The Discussion: He told me there is no language that can really give him all the rights, and he had to have that power. I told him I could not sign something that said that I agree that in the future, he can sign my name to documents I’ve never seen and might refuse to sign. I told him if that clause is so great, make it mutual. Give me the power to sign his names to documents I might need signed pertaining to the rights to our work. He didn’t go for that.

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.