Key contract clause: scope of work

by Stephanie Golden

Writing partnerships come in so many shapes and sizes that each collaboration agreement needs to be custom tailored to fit. Not being a lawyer, I can’t provide a comprehensive account of what this type of contract should include. But based on my own experience, this and future articles will give pointers about some critical clauses. I learned the hard way that if you don’t think them through at the beginning, you may rue it later.

This article addresses the scope of work, which lays out how the tasks of producing the book will be divided up, specifying who is responsible for what. This clause may seem obvious, but the devil is in the details. Be explicit! Settling the following questions in advance tells the writer how much time the project will require and how large a fee s/he needs to cover it, while it saves the expert an unpleasant surprise should the writer require additional payment. Plus, drawing the lines of responsibility clearly at the outset saves wrangling, hurt feelings, and worse further along.

Is the writer responsible for all the actual writing, or will the expert do some of it? Will the expert provide all the necessary information, or will the writer be doing some research?
When will the expert be available by phone or in person to work with the writer? Busy people often don’t have as much time available as they thought they would. And those who haven’t written a book before are surprised to discover how much time and energy it takes. Be realistic, or the writer may wind up unable to meet the publisher’s deadline for manuscript submission. It’s better to adjust the deadline in advance, if you can, then fail to deliver on the date the publisher is counting on.
What are the expert’s obligations to provide necessary material to the writer? This could be personal history or documents, research, or access to other people to interview. Again, it seems obvious, but people don’t always realize how much detailed information goes into a book. I had one client who assured me he had many personal anecdotes that I could use to illustrate and explain his ideas. Only when I sat down with him and turned on my tape recorder did I discover that his stories lacked adequate detail and weren’t always relevant. There was no way to meet his deadline; we had to extend the schedule so I could do some information-gathering.
What is the schedule for the writer to deliver each part of the manuscript to the expert and for the expert to review it? Specify how long the expert will have to complete the review and respond with any changes. I know writers who add language stating that their text will be automatically accepted if the expert doesn’t respond within a certain time period. I’ve never gone that far, but in some cases it may be necessary.
Who has final authority over content and writing style? The expert, being legally responsible for the content, should have approval of that. But the writer should have the last word on style. In practice, you must both be flexible. Often an expert will say to me, “I would never use that language, that’s not how I talk.” So I change it. On the other hand, an expert may not have good judgment about what makes a fluent, easy-to-read text that appeals to the target audience. So the writer must be able to say, “No, you can’t put that in, it disrupts the flow of the narrative.”
How many revisions are included in the writer’s fee? This is especially germane when the expert plans to self-publish the book. Very often people talk freely to a writer, then see what they said on the page and realize it’s not what they meant at all. Or they spoke more forcefully than they actually feel comfortable with. Sometimes committing their thoughts to print makes them so anxious that they keep tinkering with the text, without making any real improvement. You might decide that the fee will cover one rewrite, or two; then any additional work will be billed at an hourly rate. Some contracts use phrases such as “expert’s approval shall not be unreasonably withheld” or “writer agrees to make reasonable revisions.” But who decides what’s reasonable? I prefer to specify number of revisions. State that all the expert’s comments and changes should be provided to the writer at the same time. This will help save you both from rewrite hell, where you go around and around and never emerge from the infernal circles.
Who ultimately decides whether the manuscript is satisfactory? If a book is being self-published, that’s easy: it’s the expert. (But see comments under revision above.) If you have a contract with a publisher, the editor decides. This means that—unless the writer signs the publisher’s contract along with the expert—the collaboration agreement should specify that the writer has direct contact with that editor. The writer needs the editor’s feedback to produce a manuscript that the editor deems acceptable.

Writing a contract can be tough, tedious, and distasteful at times. But remember that it isn’t just something to appeal to on the off chance that something may go wrong. The very act of putting it together—which requires the two of you to discuss the terms—forces you to think your collaboration through in advance. That’s the best way to forestall potential disagreements and possible disasters.