By Guest Writer Britt Blade
Although I have not been a voice actor for long, I have been in the contract writing business for a few years now. I have written almost every type of agreement you could think of; employment agreements, service agreements, rental agreements, licensing agreements, non-disclosure agreements, fee agreements...you name it, I’ve either written one or seen a bad one. I have had the privilege to do contracts for several voice actors, as well as review contracts that were sent to voice actors from clients. There are certain contract elements that are universal, including: 1) an offer, or a promise to do or refrain from doing some specified action, 2) consideration, or something of value that is given in exchange for the offer (usually money, a promise to perform a service, or an agreement NOT to do something), 3) acceptance of the offer, and 4) mutuality, or the assurance that both parties understood and agreed to the basic substance and terms of the agreement.
However, beyond these consistent elements, contracts can vary from a verbal agreement and a handshake (in some circumstances), to a 100+ page corporate merger. The average VO contract is not as complex as a corporate merger, but for someone unfamiliar with what to look for, it can seem almost as daunting. So I wanted to point out five things to look for when reading or negotiating a VO contract to ensure that you are well-informed and comfortable when presented with a contract from a client, or if you are looking to hire an attorney to write a contract for you. These red flags will apply to all contracts, whether union or non-union.
1. Make sure to read the termination clause carefully. This may seem obvious, but I can’t tell you how many times I have seen someone sign a contract without even considering what it would take to break it if they had to. Most good contracts will allow either party a reasonable “out” in case something is not working out, or in the case of “force majeure” (an act of god; basically, if your home studio burns down and there is no way to perform the terms of the contract). However, I recently read a contract that did NOT allow the voice actor to terminate the contract in any way without breach consequences. This is blatantly unfair, and I would not advise any voice actor to sign a contract written in such a way.
2. Double and triple check the terms outlining how you will be paid, paying special attention to any tricky language. I have come across contracts that mention things like “per-loop” rates, meaning that the rates the client is paying is for every two words rather than one word. That definition is often buried, and the voice actor is surprised when they learn they will be making half as much as they thought. In addition, knowing HOW you will be paid is important. Know whether payment will be made upfront, after your lines have been completed, or whether you will be paid based on initial sales. Don’t be afraid to negotiate this aspect of the contract with the client.
3. Along this same vein, do not be afraid to negotiate your rates. When you go in to negotiate a job, always have a floor in mind that you will not drop below. If the client will not pay your floor or higher, don’t be afraid to walk. There will be other jobs, and unless you are passionate about that specific project for whatever reason, it will not be beneficial to you in the long run. You are an independent contractor offering a service, and like any other type of service provider, you deserve to be paid what your services are worth.
4. Pay special care to any miscellaneous clauses that the contract includes. These are usually located at the end of the contract, and include things like Venue, Notice, and Dispute Resolution provisions. Make sure that you understand what will happen IF something goes wrong and a party breaches. In Texas, it is not uncommon to have an arbitration clause that requires the parties to arbitrate (or bring in a “neutral” third party to attempt to resolve the dispute) before a suit can be brought to court. An arbitrator’s decision is binding on the parties, and it is not uncommon for the contract drafter to be the one to choose the arbitrator. Additionally, pay special attention to the venue provision, as this will determine where any potential suit will take place. This is especially important when dealing with international clients; if you live in the US and have to go to China to fight the contract, the drafter might take advantage of your unwillingness to do so.
5. Pay close attention to any provisions regarding intellectual property (i.e. what you create for the company). There needs to be clear delineations between what work belongs to the client, and how long it belongs to them. Usually, whatever you record for the client will belong to the client in perpetuity (forever), but this can get especially tricky when trying to determine rates, especially if you are negotiating royalty rates. A lot of royalty sharing lasts for a relatively short time, but the client will own your work forever. Therefore, don’t be afraid to ask for your fair share. Additionally, watch out for terms like “for any purpose whatsoever”, or terms that indicate that your lines could potentially be used outside of the original scope of the agreement. You don’t want to come across another of the client’s projects and hear your own voice, especially if you are not being compensated.
There are always more potential issues to look out for, but these are the pitfalls I come across most often. I hope this helps anyone who is starting out or wondering if a contract they were given offers them fair terms.