Watching Out For Satisfaction Clauses In Freelancer Contracts

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Happy Friday friends! I wanted to drop in with a quick tip for enforcing your right to get paid. If you're a regular reader of this blog (thank you!), or you've attended one of my seminars (double thank you!), or you've hired me to represent you (hooray!), then you know my stance on getting paid for your work: It's a right. Not a privilege, not a luxury, a RIGHT. As crucial and necessary as breathable air and potable water.

The best way to enforce that right - the first line of defense, really - is to get the terms of any job you're hired for in writing. Every time. Without fail. In fact, I say this so much my wife cringes every time the phrase comes out of my mouth, but it's probably the most important thing you can do to protect yourself. But even when you get it in writing, that's not the end of the story; you can still get screwed out of your rightful payment. If you sign a contract that contains a satisfaction clause, you are basically telling the client that they can have your work for free. This is so common and so easy to overlook that I'm betting each of you reading this has signed at least one contract with this type of clause.

A satisfaction clause is a contract provision that allows the client to refuse payment if he or she is not subjectively satisfied with your work. In the law, we call this an "illusory promise" because the client actually has no legal burden to pay you. Now generally speaking, the courts don't like these types of clauses and permit them only in limited scenarios. In most cases, they'll try to ensure that the client acts in good faith and is genuinely unhappy with the work in order to enforce the validity of the satisfaction clause. But that's damn hard to do in reality because you're dealing with a subjective test of quality. After all, how can you really tell if the client dislikes your work or is just saying he does so doesn't have to pay you? See what I mean? That's why I hate these provisions with the fiery heat of 1000 suns.

If your contract contains a satisfaction clause, DO NOT UNDER ANY CIRCUMSTANCES SIGN IT. Period.

There are many other strategies you can adopt to ensure that you get paid for your work. In that light, I wanted to share this article I found a few months ago on Fast Company. It lists ten tips on ensuring that you won't get stiffed by a client. I don't agree with all of these (specifically, number 6: avoid working for friends and family seems unreasonable if you have a generally good relationship with them), and some of these may not be applicable, but I think these are generally pretty sound strategies.

Good luck and have a happy weekend!

Greg Kanaan

The [Legal] Artist, Boston, MA, USA