Contracts get a bad rap. But the gift of a contract really is the kindest thing you can do for those you work with.

The purpose of a contract:

• isn’t to be the bad guy
• isn’t to make sure you don’t get screwed over
• isn’t to make sure you get paid
• isn’t to put those you work with under your thumb
• is to make sure you don’t unintentionally disappoint those you work with
• is to make sure everyone is on the same page
• is to make sure your expectations are met

Contracts are just there to make sure you are on the same page by literally getting on the same page.

So, now that you know why contracts are important, how do you write one?

Before we get into the nitty-gritty, why should you trust what I say?

Hi! I’m Kiffanie Stahle, founder of the artist’s J.D. A place designed to add ease to the legalese of running your creative business.

In addition to running the artist’s J.D., I am a practicing attorney in California. And day in and day out, I’m helping my clients run successful, thriving creative businesses (with all their legal ducks in a row).

Luckily for my clients, I’m a total contract nerd.

I’m that girl that goes off to the corner to read the fine print of everything.

And even though I know that the poor salespeople I interact with have zero ability to change the contract, I still explain to them how the contract has issues and which parts would never hold up in court, before I sign it. (Sorry salespeople!)

I’m also the girl that reads contracts for fun. I regularly search the federal court databases for contract lawsuits and read (and learn from) the contracts that end up getting sued over.

So needless to say, contracts are my jam. And I’m here to inject a little ease into the process of creating a contract for your creative business.

How this resource works

Below you’ll find the full text of a more than 4600-word resource designed to help add ease to creating a contract for your business.

But I know that you might want to absorb it on your own schedule.

Enter your email below and I’ll send you a PDF copy and an audio version so that you can read/listen on your own schedule!

Contracts create the picture of your relationship

Contracts are a great tool as business owners to show those you work with that you:

• care about them
• respect them
• will treat them fairly
• have boundaries

And how you put together your contract creates the picture of the kind of relationship you want to have.

Chuck Close has a series of Jacquard tapestry portraits. (One of these is Lorna, pictured on the right.)

These beautiful pieces are created by weaving thread of various colors together.

When you stand close and look at them, it’s just a jumble of colored threads.

But when you stand back and look at them, it’s a portrait.

Contracts are the same thing.

When you look up close, they are just a jumble of words strung together.

But when you stand back, you see the kind of relationship that’s being created.

Sometimes this relationship is one-sided. And everything in the contract favors the person who created it.

Sometimes this relationship attempts to strike a fair balance. And gives each side some things they want (but not everything).

Ultimately, having a contract and using it makes you the kindest business person around.

What’s required for a valid contract

Part of the reason contracts get a bad rap is because most contracts are frankly, terrible.

They are 20-pages long and stuffed with dense legal jargon.

Honestly, they are contracts that my lawyer brain loves (because they are just a big puzzle to figure out). But that no one else in their right mind would read.

Good news for you, contracts don’t have to look like that to be valid.

In fact, a contract only needs three things to be valid:

• offer
• agreement to the exact offer
• promise to exchange of things of value

All you need to say is something like:

I will do a one-hour headshot photo session. And provide you with 10 high-resolution images that you can use for web or print purposes. And you will pay me $500.

(This functions as your offer.)

If your client says something like,

Yes, that sounds great. I’ll pay you $500 for our hour session and the 10 print/web high-resolution photos.

(This functions as an agreement to your exact offer.)

And then you start executing on your promise to exchange things of value (your services, her payment).

That’s all that’s required.

Legal jargon is not a requirement.

When a contract must be in writing

There are six times that a contract MUST be in writing to be enforceable. (Meaning you can’t do anything about it if the other side doesn’t hold up her end of the deal.)

These are contracts related to:

• marriage
• those lasting a year or more
• land
• the executor of an estate
• goods for $500 or more
• surety

(The law school mnemonic for this is MY LEGS!)

However, only four of these are likely to come up in your business.

Contracts for a year or more

If a contract will last more than a year, then it must be in writing.

So if something will last for 13 months or two years, then it must be in writing to be enforceable.

However, contracts that are for an unknown amount of time don’t have to be in writing to be enforceable. (e.g. We’ll work together until we decide we don’t want to work together anymore.)

And that’s because they could only last a few months or they could last several years.

Contracts for land

If you are renting, leasing, or purchasing a studio, warehouse, or other building or property, the contract must be in writing to be enforceable.

Contracts for the sale of goods valued at more than $500

Heads up to all of you with wholesale accounts!

If your wholesale account is buying more than $500 of your products in a sale, it must be in writing to be enforceable.

Contracts where you are promising to pay the debt of another

In legalese, these are called surety contracts.

And you might have encountered them when we were young or when your child turned 18.

These contracts happen when a landlord, bank, or loan company is willing to enter into a contract with you, but only if you have someone that will pay if you can’t. (Or guarantee the contract.)

Where this comes up in business is when you create a brand-new LLC. Because it has the same credit history as an 18-year-old kid, not your credit history.

So a bank, landlord, or credit card company will allow your LLC to do something, but only if you personally guarantee it. And if the LLC can’t pay, you are on the hook to pay from your personal accounts.

Common written contract types

If your contract must be in writing, that doesn’t mean you have to have a formal written contract like you might be picturing in your head.

You can create a “written” contract:

• through an email exchange
• by having an “I agree to terms” checkbox during checkout
• by writing it out on a napkin over coffee

The best format is the format that makes sense to convey the information needed to get everyone on the same page.

Why you want a written contract no matter what

Even if you aren’t in one of those six situations where a contract has to be in writing to be enforceable, you still want your contract in writing.

Why?

Because the whole point of having a contract with those you work with is to make sure you are both on the same page. And the easiest way to get on the same page is by literally getting on the same page.

And this contract you create doesn’t have to be stuffed with legal jargon. (In fact, that’s exactly what I DON’T want you to create.)

Why I don’t love template contracts

I also don’t want you to leave this resource and turn straight to Google and type in “web design client contract template”.

And then download multiple contracts, compare them, and mash them together.

Why I don’t love this approach is because you might be:

• introducing the potential for misunderstanding because you aren’t 100% confident that know what your contract says
• you might be missing things you need (or including things you don’t need)

When attorneys create template contracts, they do one of two things:

• put on their worst-case scenario hat and throw everything into the contract
• include only those provisions that apply in 95% of the cases

Either way, they are trying to create a contract that’s good for everyone (which we know means it’s good for no one specific person).

It’s a great concept (and can be a great jumping off point), but it’s not:

• the end-all-be-all
• to be used without questioning/thinking through your process and workflow

What do I mean?

In my law practice, I represent several high-end bridal jewelry designers. And while their contracts tend to cover many of the same things, they aren’t all 100% alike.

Why?

Because each of them works with their bridal clients differently.

• Some will accept gemstones that the client purchases, some will not.
• Some will accept heirloom gemstones, some will not.
• Some will only customize pieces in their line, some will create one-of-a-kind custom pieces.

And because of this, their contracts are different.

So what should your contract include?

First off, remember that we are aiming for Chuck Close. Your contract should weave together words to form an image of the kind of relationship you want to create. You want all the pieces of your contract to work together to form an image.

Which means to start off, you are going to daydream. (This is the secret about my job, I get to daydream all day!)

During this session, you’ll come up with two things:

• core topics that you want your contract to cover
• common problems that might arise and how to fix them

For example, if you are a web designer maybe you have issues with clients getting you the files that you need to begin work.

So you build into your contract that the client files are due by X date. And you’ll deliver your work by X date. And if the client is late, then you will deliver your work no sooner than X days from when the client providing you the files.

This puts the burden on the client to get things to you by a specific date and doesn’t mean you need to work late nights just because they didn’t get you the files on time.

Once you’ve completed your brainstorm session, you’ll start creating your contract.

The format of your contract

First off, that format you are picturing in your head isn’t legally required.

You don’t have to start off with those WHEREAS sections, it doesn’t have to be long, it doesn’t have to contain legal jargon.

The format of a contract is not one of our three things required for a valid contract. 

During law school, I worked at a small firm that helped creative business owners.

And once I was given the assignment of updating a commercial photography contract.

My supervising attorney and I met with the client to learn what was (and wasn’t) working with his current contract.

One thing that wasn’t working, was that he had recently discovered that the “Social Media Rights Granted” section wasn’t being properly updated every time. And that instead of giving the proper rights, he’d be giving incredibly broad social media rights to at least 10 clients.

How we think this happened is that when he had got the contract originally, all the sections that needed updating were highlighted yellow.

But at some point, the highlighting was removed in the “Social Media Rights Granted” section. And so when he got a new assistant, she didn’t realize that this needed to be changed each time. So she never updated it.

Another thing that wasn’t working was that he was having issues with his clients understanding what he needed from them when and who was responsible for hiring different roles for the day of the shoot.

After meeting with him, it was obvious to me that changing up the format of the contract would solve some of his problems.

I envisioned a contract where right up front and center were the things that:

• change regularly
• clients needed to be aware of
• would make the process run smoothly

So that’s how I created the contract.

The long and the short of it was that my supervising attorney wasn’t impressed with how the contract “looked”. And he didn’t let me present that contract to the client.

Instead, the client got the contract in the format that “looked” like a typical contract. (And didn’t solve his problems.)

I decided that day, that I was going to use that format when I started my own law firm. And that’s exactly what I do.

And clients tell me that not only does it make their administrative lives easier, but that it drastically improves client relationship.

What’s this format?

Using a cover page because it makes it easier:

• to remember where you need to update the contract (because everything that changes is on the first page)
• for the person you are giving the contract to (because what they care about is on the first page)

Basically, you want to cover those things that will assure that your relationship runs smoothly.

And then you use the rest of the contract to cover the legal nitty gritty that is there for when your relationship hits a road bump.

The legal nitty gritty

When putting together your contract, there are 17 things that you might want to include. They are:

• cover page
• section headings
• information about who the contract is between
• how long the contract will last
• how the contract ends before it’s up
• what will be exchanged
• who owns the intellectual property
• timeline or schedule
• format of deliverables
• approval/revision process
• business policies
• how payment will happen
• what kind of legal relationship you are creating
• what you are promising each other
• how you’ll handle disagreements
• if someone can take your place
• legal boilerplate

(There’s a checklist included in the downloadable version that you can use to review your contract to make sure you included the important sections.)

Cover page

As I explained above, when I write contracts for my clients, I start with a cover page.

On this cover page, I list out all of the important things:

• the names and contact information of all parties
• how long the contract will last
• what is being exchanged
• schedule
• deliverables
• any restrictions on the use of deliverables

Section heading

I like to give all the contract sections a 1-2 word heading that describes what is going on in that section. Then, when I need to refer to another section of the contract, I bold the text that includes the heading.

For example, I might say,

Once each deliverable (as outlined in the Delivery Schedule) is received, Designer will submit Client an invoice. Client will pay this invoice within 10 days via PayPal.

This helps weave the sections together to form the picture of the contract.

Information about who the contract is between

The information in this section is pretty simple. All you need to do is explain who is involved in the contract and their contact information.

If you are an LLC or corporation, then your information should be for your LLC/corporation, not you personally.

And if your client/collaborator/person you are working with is an LLC or corporation, then you should fill in this information, not the information of your contact person.

How long the contract will last

This section of the contract determines how long this contract will last. (The legalese name is the contract term.)

You’ll explain how long the initial term of the contract will be and if it can be renewed.

When it comes to the initial term, it might be:

• two months
• through a specific date
• only on a specific date
• until a specific deliverable is provided
• without an end date (or in legalese, perpetual)

If the initial term can be renewed, you’ll need to explain how it happens and for how long. For example,

• automatically renewed for a period equal to the initial period
• automatically renewed the first time for a year and then upon agreement
• by both parties
• renewed only if both parties agree

How to exit gracefully

In this section, you want to outline how one (or both) of you can decide to walk away before the contract is done if it’s not working. (In legalese, how a contract can be terminated.)

This might be:

• either side can end for any or no reason with 30-day notice
• you can end if your client stops paying
• your client can end if you don’t provide the deliverables you’ve promised
• either side can end if the other files for bankruptcy, becomes insolvent, sells the business
• either side can end if the other fails to correct certain behaviors after being told to stop (e.g. failing to provide royalty statements on schedule)

(And you don’t have to pick just one of these. Often contracts have a combination of these.)

What this section looks like will vary a lot.

For example, if the contract is a licensing deal and you are creating a physical product then you’ll want a guaranteed period where it can’t be canceled. And a time period to sell off any remaining inventory.

If the contract is a commercial illustration project, then you’ll have a “kill” fee included if the client decides to change direction.

If you are providing on-going social media services, then you might only need 14 days notice to end the relationship.

What will be exchanged

One of the requirements for a valid contract is mutual consideration. This means that both of you need to promise to give something of value to the other side.

This can take on many forms:

• one of you could provide services and the other pays
• one could take photographs and the other could give jewelry
• one could create an illustration and the other could provide publicity

The bottom line is in this section, you need to define what the exchange will be.

Who owns the intellectual property

If you are creating or exchanging something of a creative nature, you need to define who owns the intellectual property.

So in this section, you’ll spell out who owns it. But more importantly, you’ll explain what the person who doesn’t own it can do with it.

If you are collaborating, you might be co-owners.

If you are the illustrator, you might retain the copyrights and grant them a license to use your illustration on their website for two years.

If you take photographs, you probably will retain the copyrights and grant them a license to use the photographs for specific types of online and/or print usages.

If you give the copyright to the client, you’ll probably want to have the client license back the rights for you to use it in your portfolio.

Timeline or schedule

If there are deliverables or the project will go on for a while, then you’ll want to provide a schedule.

For example, you have three weeks to create the first draft. Then they’ll have a week to provide edits. And you’ll provide them a final draft a week after they send their edits.

Or you will deliver everything by a specific date.

Format of deliverables

If you are sending them a deliverable, then you should define what format it will be in.

Will it be:

• three painted 6-foot long surfboards?
• single .PSD file?
• PDF file formatted for printing according to their specs?

Approval/revision process

This might be included in Schedule or it’s own section. Either way, you should define what, if any, feedback or edits you’ll make to the deliverables.

For example:

• if they don’t provide edits within a week it’s assumed approved?
• must they accept the custom piece as long as it matches the sketches you provided?

Business policies

Some service providers have policies for their businesses. And you’ll use this section to spell out your company policies.

For example, if you are a wedding photographer or videographer, you might have a policy about cancellations/reschedules.

If you are a graphic designer or copywriter, you might have policies about how many rounds of edits you will do (this might be covered in Approval too).

If you teach online courses, you might have a refund policy

How payment will happen

If What’s Being Exchanged includes money, then you should define what that payment process looks like.

• Do they need to give you 50% up front, with 25% due when the first draft goes out and the remaining 25% when the final goes out?
• Do you have to submit an invoice before payment is due?
• How many days to do they have to pay after the invoice is submitted?
• Do they pay for any expenses that you incur?
• Is this a royalty situation?
• If so, how often do they pay and what do those statements look like?

What kind of legal relationship you are creating

If you aren’t an LLC or corporation, it’s best practice to include that you are an independent contractor and that the contract does not result in an employment relationship. This is for both your protection and for the protection of the other side. But, this means if you are the one getting paid, you are responsible for your own taxes and insurance.

Regardless of your business type, this section also should outline if you are forming a partnership. Under the law, individuals, LLCs or corporations can easily form a partnership. A written contract isn’t required, a partnership can be formed through actions. When deciding if you have a legal partnership, we consider of you:

• intended to form a partnership
• share profits and losses from the products/services you are jointly offering
• jointly control business decisions and operations
• both contributed funds or time to the joint effort
• own equipment, inventory, or other tools together

Why you care about this is to protect your own business.

If you create a partnership and your partner buys expensive equipment, you are on the hook for paying for it. (Even if you didn’t know they were doing it.)

So to help explain that you didn’t intend to form a partnership, you might include a section explaining that the contract doesn’t create a partnership.

What you are promising each other

You’ve probably seen a section in contracts called Representations and Warranties. All this section is doing is outlining the promises you are making to each other.

This includes things like you are promising (representing) that you own the copyright to the work product you are giving them, or that you are free to enter into the contract.

If your client is providing collateral that you use in your designs, you might want them to promise that they have the rights to use this collateral.

Use this section to outline any promises you are making to each other.

How you’ll handle disagreements

If for some reason the two of you can’t agree on what the contract says, or if one of you is failing to live up to the promises you made in the contract, how will disputes be resolved?

• Do you want to talk to a mediator?
• Do you have a mutual friend that you want to listen to both of you and then make a decision?

I often use the clauses provided by California Lawyers for the Arts, because their mediators and arbitrators are trained to assist creative businesses. If you are not based in California, check to see if your state’s Volunteer Lawyers for the Arts organization has a mediation service and sample clauses.

If someone can take your place

You also might have come across a section called Assignment. This section outlines if, and how, either of you can substitute (assign) someone to perform your side of the exchange.

Legal boilerplate

Finally, the contract ends with what we lawyers call “boilerplate” language. It’s the things that don’t vary much from contract to contract.

These might include:

• the fact that this contract and not anything you’ve discussed previously is what the deal is (merger clause)
• what state (and maybe city and county) you have to sue in (jurisdiction clause)
• which state laws will apply if there is a dispute (choice of law clause)
• if any particular part of the contract is invalid, that the rest of the contract shall still be valid (severability clause)

How to sign a contract

Once you’ve created your contract, how do you sign it?

Good news, you don’t have to mail them a printed copy. Or have them print, scan, and sign.

Instead, an electronic signature is totally valid.

So you can use a service like:

• HelloSign
• 17hats
• EchoSign AKA Adobe Sign
• HoneyBook
• Dubsado

Again, it’s all about what service you (and those you are working with) will use!

Your next steps:

• Download the contract checklist below
• Compare this checklist with your current contract. Is anything missing?
• Spend 5 minutes brainstorming problems that could arise in your client process. Then brainstorm how you might use a contract to prevent them (or pre-determine an outcome) if they happen.

And that’s how you create a contract for your creative business!

Do you feel more confident drafting contracts for your creative business now? What aspects still make you nervous?