Contracts, NDAs, addendums, agreements, non-competes…WTF? Where do you get them? What do they mean? Can I just write one myself? The Bosses are on top of the contract conundrum. We’ve got the answers you need to be contract competent!
Takeaways
Quick Concepts from Today’s Episode:
Contracts should originate from an attorney
They are common in VO when you enter into a retainer agreement
You may initiate a contract or your client may do so
You can modify a contract and resubmit it for review prior to signing.
Mark them up. Negate points.
Review all points of a contract and ask questions.
By writing your own contract you are at the advantage
A statement of work can be stand alone or added to a contract.
Contracts can be added on to with addendums.
A contract should include: payment terms, work terms, turnaround, revisions, usage,
length of use & renewals.
If a client accepts a quote, then they are accepting your terms.
Gabby’s Radio Imaging book includes a contract template you can use.
Rob Sciglimpaglia’s book VO Legal does as well.
A thorough invoice can serve as a contract.
There are great apps and web tools to help you complete, sign and send contracts.
Clients who deem their work to be sensitive will require an NDA
Tweet This
Share ideas with your own network ++
Referenced in this Episode
Direct links to things we brought up ++
Voiceover Legal by Rob Sciglimpaglia on Amazon
Rob Sciglimpaglia’s Legal Website
Recorded on ipDTL
Full Episode Transcript
>> Today’s voiceover talent is more than just a pretty voice.
>> Pretty voice.
>> Pretty voice.
>> Pretty voice.
>> Today’s voiceover talent has to be a BOSS.
>> BOSS.
>> A BOSS.
>> A BOSS.
>> Join us each week for business owner strategies and success with your hosts Anne Ganguzza and Gabrielle Nistico, along with some of the strongest voices in our industry.
>> Rock your business.
>> Rock your business.
>> Rock your business.
>> Like a BOSS.
>> Like a BOSS.
>> Rock your business like a BOSS.
>> Rock your business like a BOSS.
>> A VO BOSS.
>> A VO BOSS.
>> A VO BOSS.
Anne: Hey, everybody. Welcome to the VO BOSS podcast. I’m your host, Anne Ganguzza, with my amazingly wonderful BOSS bestie, Gabby Nistico. Hey, Gabby!
Gabby: Ciao.
Anne: Oo ciao. Ciao bella. [laughs] So Gabby, I was on Facebook the other day and happened to notice a post that was asking about how to write a contract, or what should I include in my contract from my client?
Gabby: Mmm. Mm-hmm, mm-hmm. Yeah.
Anne: And bam, I thought wow, this would be an amazing topic to talk about.
Gabby: Oh yeah, and I think there’s so many different aspects of it too. People are intimidated by contracts, afraid of contracts, don’t know what to do for a contract, don’t know where to get contracts. It’s a whole thing.
Anne: It is. [laughs] I think it’s important to understand, I guess in our industry, what’s important to include in a contract, and can you write one yourself? Is that a thing?
Gabby: Any decent contract I think originates from a legal attorney. That’s its beginning. You really want to have that initial structure set up by someone who knows and understands contract legalties. But it can be modified after the fact. And they can be kind of evolved. The contract that I use for all of my imaging and TV promo work is like that. It was created many, many years ago by an attorney that the casting company I worked for hired, and I was given permission to use it. But you know, like I said, it started with someone who really knows what the heck they’re doing in that world.
Anne: So let me ask you, Gabby, because I think we should differentiate, because you’ve an actual like document, correct, that you send for all of your clients to sign, or is this just for your radio imaging clients and TV promo?
Gabby: No. So in my world, anything that’s on retainer should have a contract.
Anne: Mm-hmm. Absolutely.
Gabby: That could be a commercial client. And, in the past I have had commercial clients on retainer. I’ve also had corporate clients on retainer. But whenever there’s a retainer and there’s an agreed upon amount of work for an agreed upon consistent amount of money, yeah, there has to be a contract in place. I’ll take the contract I’ve for imaging and promo and modify it depending on whatever that need is.
Anne: Also, Gabby, I think it’s important for our listeners to understand, there is a contract that you can draw up, or there’s a contract that you sign that your client draws up. I’ve had both.
Gabby: Yes. I have too.
[both laugh]
Gabby: The reason I’m laughing is because in many, many, many instances, a client is going to present you with a contract –
Anne: Right.
Gabby: but my feeling on it is, if you don’t have a counter contract of your own, or just a decent knowledge of contracts, then you really don’t want the client being the one to originate it.
Anne: Well now, that’s very interesting. Because I’ve had, for my corporate contracts,
I’ve had companies that originated with me, and I will not get that work unless I sign it. However I will say that every contract that, and this is important I think for you guys to listen to, every contract that you are presented with, you have an opportunity, right, to mark up that contract, and to negate points on that contract that you may or may not agree with. Don’t just sign a contract blindly, for goodness’ sake. Please God, don’t do that. I think it’s your responsibility as a good business person to absolutely review all points of the contract, and if you don’t agree with those points of contract, you can mark that up and submit that back to your client for review.
Gabby: Literally all you have to do is put a line through the thing you don’t like.
Anne: And initial.
Gabby: Exactly, and your initials next to it, and then you resubmit it. I’m always going to assume that if the client is handing me the contract, that the contract is not written in my best interest. That it’s written in their best interest.
Anne: Of course. Hence therefore if you write the contract [laughs] you’re at an advantage there, right, because you’re stating exactly what it is that you want from the client or are going to provide the client. Now I’ve had an instance where I’ve had a contract that was sent to me by a company, and it was a long-term contract, right, where I was getting a substantial amount of work for a substantial length of time. I then looked at the contract, marked up those areas which I didn’t agree with, and put my initials there, and you can sign that to see if your client will accept it. And then there is also something that I have sent to my clients after that takes place is a statement of work contract, a SOW, a statement of work, which you have to sign. It’s something you provide to the client if you’re expecting work from them, or they might send you and have you sign as well.
Gabby: Yup, I’ve also had cases where I’ve submitted my contract to a corporate client, typically one of the big radio conglomerates, and then they acknowledge my contract, but they attach their contract as an addendum.
[both laugh]
Anne: Exactly, exactly.
Gabby: So it’s –
Anne: Then we just addendum everything.
Gabby: Right, so it’s a contract merging with another contract –
Anne: Which then gets responded to with yet another maybe addendum. There’s always –
Gabby: And they make a baby called an NDA.
[both laugh]
Anne: That’s true, there are – there’s like addendums, and there’s A, B, C, addendum –
Gabby: It’s crazy.
Anne: – you know, whatever you want to call it. The bare minimum, I just want to say a contract can be as simple as an email. And an email that states those important things, and Gabby, you and I went through this in our negotiation class, what are the important points that we need to spec out for a voiceover job?
Gabby: You’ve got to outline the work that you’re willing to do versus the work you’re not willing to do and what would cost additional money above and beyond the contract.
Anne: Revisions, yeah.
Gabby: Yeah, you’ve got to outline –
Anne: Usage.
Gabby: – usage. You have to outline turnaround time. What happens when the contract expires? Does it auto-renew?
Anne: Payment terms.
Gabby: What are the, what are the renewals if they want to keep going and continue to use you?
Anne: Like –
Gabby: My big thing is to be on the lookout for the word perpetuity, because that’s a bad word.
Anne: I know, that’s like an evil word in our industry is perpetuity. So you know, I’ve started to, for every quote that I give, it turns into a contract really, a quote. Turns into a contract for me, because if they accept my quote, they’ve accepted my terms. So within my quote, I will have all of the items that we just talked about. Obviously it should be the name of the project, right, for the name of the company, in some many dollars. I actually now have been specifying US dollars. I specify the length of time for up to so much finished audio or length of project. It will also include revisions. I usually have my price include a certain amount of revisions, and also the usage, where it can be used –
Gabby: Yep.
Anne: – and how long it can be used. Always now, it’s no longer a simple email without the length of the term –
Gabby: Yeah.
Anne: – because of that nasty, evil, “in perpetuity” phrase. It has now become something that I add on. “This is good for internal use only,” or “web use for one year,” whatever it’s going to be. The length of it is absolutely added on. And that’s the bare minimum contract that I propose to my client. And so therefore I’m the one writing the contract, right, that everything is under my guidelines. And the client can choose to accept that or not. And thus begins, thus begins negotiation process after that. So I’ve initiated the process with the contract that I’ve written.
Gabby: I love that you just said “thus.”
Anne: [laughs]
Gabby: I mean, I love everything else you’re saying too, but the fact that you used the word thus…
Anne: Thus. [laughs] Thank you, Gabby.
Gabby: Thusly.
[both laugh]
Anne: I started to talk legal. I tried, you know. [laughs] Therefore comma.
Gabby: I [laughs] I think everything you said there are definites in that process. Also guys, please make sure that you get a signed, executed copy.
Anne: Yes.
Gabby: What that means is after you’ve signed the contract and submitted it back to your client, they sign it and then send you the copy with everyone’s signature, because that’s the document ultimately that you need for it to legally hold up.
Anne: Absolutely.
Gabby: If you don’t have proof of their signature or you don’t have proof of your signature, then technically that contract didn’t happen.
Anne: Gabby, does yours get attached to every quote, or should I say if you are providing a quote or if you are providing the contract, is it called a terms of service? What do you call it? Is there a specific name you’re calling it?
Gabby: The contract itself?
Anne: Yeah.
Gabby: For me, it’s just a retainer contract because that’s the only time I really use them.
Anne: Gabby and I have already talked about a couple different types of contracts. The one I just kind of specced out was an email. Due to the guidelines on the email, that became a contract for me. I did not necessarily have a document that I attached and made the client sign. So there is that. When the client accepts and pays you for the job, they have accepted your contract. And the email is a legal binding document.
Gabby: Yeah, I technically view all of my invoices as a contract.
Anne: Yes. Yes.
Gabby: I get really specific about laying out the exact nature of the job and its usage and what it’s for. And all those details go right in there.
Anne: That’s a great point, yeah.
Gabby: Something as simple as like a local radio commercial, it’s still outlined undocumented –
Anne: Oh yeah.
Gabby: And the client acknowledges it via payment.
Anne: I emailed, my initial email where I was talking about we’re speccing out terms, that does get cut and paste right into the invoice. And so that again becomes a binding document. Now there are actual documents, right, that you can create, which I know I have. I have an actual contract, right, that’s like a PDF that I will attach and say, please sign and return. Then I sign it as well. Both parties have to sign it to make it legally binding, if that is the case, right? If you have a document that you’re sending out to get signed, both parties must sign that. You must have a copy of that.
Gabby: A lot of people in voiceover too I think get really concerned about like where, how do I even get a contract, where do I begin with this? I’m surprised by how many people don’t know it. You can go to like Staples, or Officemax, or Office Depot, or whatever, and you can actually buy generic, premade contracts.
Anne: Mm-hmm.
Gabby: They used to be physical. Like they were actual drawn up contracts with carbon copies, you know, behind them, and you could find –
Anne: And now they’re electronic.
Gabby: – you can find them for all sorts of things. There are all kinds of different contract templates that you can then take and modify, because ultimately, yes, the language in the contract is important, but it’s that signature that matters. Anything is a contract once two people have signed it.
Anne: Agreed, agreed.
Gabby: A marriage certificate is technically a contract, you know.
Anne: Yeah.
Gabby: Same thing.
Anne: Yeah, and you know, there’s sources too for other contracts. Like if you want to talk about specifics in terms of our industry, there are people that sell templates for that, and you know, I happen to know that a good friend of mine that I might be talking to right now actually has a template in a book that she sells.
Gabby: Well yeah. So my radio imaging book has a contract, the same contract I’ve been talking about in this episode. I’ve made it readily available inside the book for people to take, modify, copy and use for their own purposes. Rob Sciglimpaglia too.
Anne: Yeah, Rob Sciglimpaglia has a series of templates in his book.
Gabby: Yeah, “VO Legal.” But I mean there’s also other services where again it doesn’t necessarily have to be a voiceover contract that you’re starting with. You just need to know the terms and clauses you need to identify.
Anne: Right, you need to know what’s important, right, what are the terms of the job.
We’ve pretty much outlined them. It’s important, name of the company, right, the dollar amount, the revision policy, the payment terms.
Gabby: As well as the payment policy, right, like how you’re going to get paid or in what timeframe.
Anne: Yeah, timeframe for the job, usage, all that good stuff, needs to be a part of that contract. Gabby, let’s talk a little bit about, you mentioned before NDAs. I sign those like on a daily basis, practically. A lot of times I’ll get that from my agent, if I’m doing an audition.
Gabby: [laughs] There’s a really great tool that you can add into your web browser called DocuSign. And DocuSign allows you to take a document, you can literally digitally enter your signature. So any time you get an NDA or a contract for a job, you can open it in DocuSign and literally like copy and paste your information into it at the signing point, re-save it digitally, and just send it off back to wherever it’s got to go. It saves so much time.
Anne: It used to be like such a headache. I would get a contract. I would be like, “oh my God, no. Now I have to like print it, and then I’ve got to sign it, and then I’ve got to somehow scan it.” Remember it was scanning it, and then it’s like eeww?
Gabby: Come on, I still love when people say, “do you have a fax machine?” No. No.
Anne: Oh my gosh.
Gabby: I don’t even have a phone line. How the shit would I have a fax machine?
Anne: But you know, there are companies, there are companies that, I will tell you that only good reason you can have for a fax is theoretically it’s secure when you transmit data, because it’s, you know, going over the wire as, you know, binary information. It’s probably one of the more secure methods of getting something over to another location. So.
Gabby: That’s really good to know.
Anne: Besides the DocuSign, if you have the Adobe Suite of products –
Gabby: Yes.
Anne: – there’s Adobe – I think they call it Echo. They’ve revised the name a couple of times, but that’s what I use because I have the Adobe Suite. They always seem to make it so complex.
Gabby: Well, I mean there’s apps now, the scanner apps. There are a lot of ways to make the process of having to sign contracts just a little bit less of a headache. Yeah, I mean, we’re at a point where NDAs are a daily or multiple time per day part of a lot of voice actors’ life.
Anne: Because the information is sensitive, and it’s only meant for a certain segment of people. And so back in the day when I worked in the corporate world, there was a process. You joined a company and you signed. You signed the contract, the NDA basically that said you will not disclose company information. Otherwise you are, you will be liable.
Gabby: Oh yeah, NDAs, non-competes, all that stuff. You brought it up. You said it. Sensitive information, right?
Anne: Yeah.
Gabby: Here’s the irony, right, everything is now sensitive information. Everything. No matter –
Anne: That’s true.
Gabby: – where it comes from. And we’re almost at this place where like, if everything is sensitive, then really nothing is sensitive.
Anne: [laughs] Yeah.
Gabby: But that’s not how our clients are going to view it.
Anne: Exactly. Exactly.
Gabby: So I get NDAs for specific jobs. I can’t even audition for a job until I sign and acknowledge the NDA.
Anne: Exactly.
Gabby: But I’ve already signed a blanket NDA with the agent or casting company that’s sending me the audition. So it’s like double NDAs.
Anne: Yeah, double – [laughs] [dramatic voice] double NDAs.
Gabby: It’s redundancy.
Anne: It’s like double agent, it’s like double NDA.
Gabby: It is. It’s crazy.
Anne: That’s kind of silly because you do sign an agreement. There are some agents that do not require you to sign.
Gabby: Well, they’re, well ok, I have an opinion about that, but I’ll keep it to myself.
[both laugh]
Anne: Yeah, that’s, that’s an interesting development.
Gabby: The client’s worst fear is that the content is going to be released prematurely before they had creative control of the release.
Anne: Exactly.
Gabby: You know, everybody I think gets a little confused because they think that it’s like, you know, “I can’t share the script because it’s like gold.” That’s not it. That’s not why they’re doing it.
Anne: No.
Gabby: It’s simply that they don’t want their commercial, their products, their thing to be rolled out or introduced to the public in a way that they didn’t have control of.
Anne: Control over.
Gabby: Yeah.
Anne: Gosh Gabby, don’t we know about that? [laughs] As entrepreneurs, when you are working on your products, your website, it’s that you want to have the control as to when that product comes out. And if somebody leaks the information prior to that, it can screw up your whole marketing strategy.
Gabby: Oh God. Yes.
Anne: That’s really the basis of our podcast, is it not, business and marketing. You’ve got to understand it from their point of view.
Gabby: It’s business courtesy. If you have been hired to do a job, and you’ve signed an NDA, and shit, even if you haven’t signed the NDA, don’t be a dumbass.
Anne: [laughs]
Gabby: Don’t –
Anne: Please, God do not be a dumbass.
Gabby: Don’t be a dumbass. First of all, until you’ve been paid for the job, shut your damn mouth. Don’t talk about it!
Anne: But Gabby, even after you have paid for the job, sometimes you still –
Gabby: Oh hold on! I’m not done. I’m not done. That’s only part one.
Anne: OK, OK.
Gabby: Until you’ve been paid for it, shut your mouth, don’t talk about it. Number two, you have to know with absolute 1000% certainty that the job, the thing you voiced, is already out in the public world. It’s out there.
Anne: Absolutely, absolutely.
Gabby: Then you can grab it –
Anne: Ask permission.
Gabby: – pull it from YouTube, yeah, cross reference it, throw it up on social media, whatever. Because again, it’s out in the stratosphere already.
Anne: I think it’s nice to ask permission.
Gabby: It is, and I was going to say, and that’s the third thing. The third thing is you have to at least have confirmation from someone, somewhere in the chain of the job that they’re like, yeah, OK, like after the fact, no big. But there are some companies, oh particular one in Florida, has something to do with a mouse –
[both laugh]
Gabby: You can’t talk about it ever, ever.
Anne: Ever.
Gabby: If you work for Disney in any capacity as a voice actor, like, you’re, you’re done. You can’t talk about it. Yes, you’ve worked for us, but you can’t ever publicly acknowledge it.
Anne: This is a little aside. Please God, social media, could you just stop with the “I can’t tell you about this now, but exciting things, but I can’t talk about it?” I think it’s getting overplayed. [laughs]
Gabby: It is!
Anne: It’s weird. It’s like dangling the carrot that you can never, ever eat.
Gabby: You’re right, but it’s dangling a carrot nobody wants.
Anne: Yeah, well that’s true. That’s true.
Gabby: You’re not teasing me. I don’t care. I’m like, good for you. You booked something, great. But I don’t care. Like at that point it looks like you’re just seeking a congratulatory pat on the back.
Anne: We have to consider again our industry, it’s a lonely one. [laughs]
Gabby: So lonely!
Anne: So lonely. That our social media tends to be our watercooler. But you’ve got to be so careful when it comes to client information. There are some people out there that almost never, ever talk about the work that they’re doing, or maybe they’re not working, but they certainly haven’t put themselves in a position where they’re going to get sued. Gosh, I’ve known talents that have actually lost the job because they spoke about it on social media.
Gabby: Yep. If you’ve done something that’s really high profile and that is going to get a lot of attention, don’t you think that one of your voice actor friends is going to kind of in a sense promote it for you?
Anne: Yeah.
Gabby: When I hear somebody I know or I recognize on whatever it might be, I’ll go to Facebook, go to Instagram, and go, “hey, I just heard my friend blah-blah-blah.”
Anne: Yes, or I just saw – yeah, exactly.
Gabby: Such and such. Even if that friend can’t acknowledge the job, they’re not allowed to talk about it. Nobody said we can’t talk about it for them.
Anne: Exactly. You’re not violating anything.
Gabby: Can’t stop that. You are not doing anything. I do that to Tasia Valenza all the time. She was heavily involved with “Star Trek: Discovery,” and she was not allowed to talk about it at all.
Anne: But that doesn’t mean that Gabby can’t.
Gabby: The minute the show aired, I was like, Tasia!! [laughs]
Anne: Well, exactly. So what better way to promote yourself than to have somebody promote you?
Gabby: Somebody else.
Anne: Just don’t take a chance, guys. It’s just, it’s too risky and in terms of contracts, there’s all sorts of great contracts out there. Don’t be afraid of them. Don’t be afraid of them. You have, you can have as much control as you want over every single contract whether you create it, where you have the most control, or whether somebody creates it and they want you to sign it, you still have control. I have yet to have somebody send back a change that I have drawn up on a contract, because I’m not asking outrageous things either. Usually money has already been discussed and agreed upon either verbally or through an email, and then the contract comes to kind of just wrap that all up in a pretty bow.
Gabby: You said it. It’s often, it’s not money that is being negotiated, it’s other terms.
Anne: Other terms.
Gabby: It’s usage, it’s length of usage. Those are the negotiable factors. No client, no agent, no casting person is ever going to fault you for saying, “hey, I got the contract, and I have some questions. Do you have a minute to go over it with me?”
Anne: Yeah, there’s nothing wrong with that.
Gabby: That’s smart.
Anne: That’s just showing smart business savvy. Make you look better if you ask questions. [laughs]
Gabby: I think so, right.
Anne: Right? The fact that you took the time to read the contract in the first place, right?
Gabby: No kidding.
Anne: Yeah.
Gabby: Here’s looking at you, Apple, with your 17-freaking-thousand page update notification blah-blah-blah that we all just get to the end and hit agree.
Anne: We could probably host another episode on this. [laughs]
Gabby: I’m sure we will.
Anne: I’d like to give a great shout out to our sponsor, ipDTL. You too can record and sound like a BOSS.
Gabby: You’ve got to head over to voboss.com. All kinds of great stuff is up there.
Anne: If you don’t get a chance to listen, go to our Show Note pages. So for every episode we do have a page that has show notes, takeaways, references and links. And we’d like to give a great big thank you to our newest sponsor, Voiceovers.com, your voice, your way
Gabby: They’re efficient, transparent, these guys are the most effective voice career and professional voice casting tool in the industry. Check them out.
Anne: Have a great week guys, and we’ll see you next week.
Gabby: Bye!
Anne: Bye!
Announcer: Join us next week for another edition of VO BOSS with your hosts Anne Ganguzza and Gabby Nistico. All rights reserved, Anne Ganguzza Voice Talent in association with Three Moon Media. Redistribution with permission. Coast-to-coast connectivity via ipDTL.