When you get a contract, you understand most of it, but you might not know how to quickly verify it matches what you agreed to.

After more than 15 years of reading and negotiating contracts, when it comes to usage rights, 90% of what I negotiate falls in just a few key areas. 

So rather than reading everything, I’m going to help you focus on where to look and what to flag so you can quickly confirm it matches what you agreed to.

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Contract review goal

Your goal is to intentionally review the contract to make sure the contract aligns with your understanding. You are verifying that the contract reflects the answers to the five usage questions, not looking for 100% comprehension.

The fact is that even though the contract looks dense, the decision points are actually only a few small sections.

The central question you are trying to answer is, “Does this reflect the usage we agreed to?”

You are not guessing, you are comparing what’s written in the contract to the usage you already discussed with your client. Because you are reviewing to make sure it matches up, you can focus your efforts on the key points of the contract that dictate usage, rather than reading every single word.

Tools to help your review

Your first tool in scanning the contract is the section headers. Look for sections with names like rights granted, license, ownership, or intellectual property.

If you can’t find one of those, then check deliverables or the scope of work.

Headings can be helpful, but sometimes important terms will be hidden in other sections. 

Entering keywords into the find tool, so you can see where they pop up, is another great way to review a contract.

Red Flag #1: “All rights” language

There are three common red flags I find when doing this kind of review. The first is “all rights” or ownership transfer language.

If you and your client agreed to transfer copyright ownership, then this isn’t a red flag. But if you didn’t, then you should be scanning the contract for phrases like, all rights, copyright assignment, transfer, work for hire, or buyout.

If you see these phrases, then it’s likely that the contract isn’t aligned with the usage you and your client agreed to.

You’ll flag any sections of the contract that include this language to take back to the client for clarification, so you can align the written contract language with your understanding.

Red Flag #2: End date misalignment

The second common red flag I see is misalignment with the end date of the usage.

If you and your client agreed that they could use the work indefinitely, then language like “in perpetuity” isn’t a red flag. 

But if you didn’t and you find this language, then once again, this is an opportunity to clarify with the client. Because otherwise, you are locking in the terms, even if their usage evolves.

Red Flag #3: Vague usage language

The third red flag I see is the specific language we agreed on getting turned into vague usage language.

Scan the contract for phrases like “for marketing purposes,” “in any media,” “including future media,” or “any and all uses”.

The reason these vague phrases can be red flags is that they have multiple meanings. And when something has the potential to be understood in multiple ways, it can create misalignment later.

So flag it so that you and the client can insert that boringly specific language that meets your agreement.

Why catching these is important

Typically, these red flags aren’t a sign that your client is trying to take advantage of you. Instead, it’s usually a sign that they didn’t properly update their contract template.

The contract likely includes what we lawyers call a “four corners” clause. This clause means that no prior conversations, emails, or agreements hold. That’s only what’s written in the contract is the deal.

So take a few minutes here to confirm that the actual contract language matches what you and the client previously discussed.

When it’s safe to sign

If everything is aligned with your understanding, then it’s safe to sign the contract.

But if there is misalignment with the written contract and your conversations, then it’s time to go back to the client for clarification.

One way to start this conversation is something like, “I noticed the copyright ownership language changed. Did something happen internally that required this adjustment?”

The big takeaway from this post is 100% comprehension isn’t required to effectively review a contract.

You need to scan, compare what you find to your understanding, and adjust where required. 

And if you’re finding yourself second-guessing what something means once you spot it, that’s where reviewing real contract language starts to matter more than just understanding the concepts.

You are ready to sign when you can answer the following two questions,

1. Does what’s written match our prior conversations?
2. Do I understand what I’m giving up?

If you need help with the second question, then make sure you check out the Contract Decoder inside the artist’s Courtyard. It’s the resource you turn to whenever a contract makes you hesitate. You’ll have the confidence to make the best decision for your business, because you’re no longer guessing what the fine print actually means.

In the next video, we’ll handle the tricky situation that happens when a client wants more usage rights than you are comfortable giving.