Good Advice #7: The Art of Editing a Contract
This week’s Good Advice post comes from the Practical Skills Department — you’ve got a contract and you know what changes you want, so how do you get those changes made?
I got a contract from a client for a job I’ve agreed to take on. It’s mostly fine, but there are a few things that I need to change so it matches what the client and I agreed to in our conversations. The copy I have is a PDF and it seems to be a scan from an actual hard copy. How do I make my changes in a way that won’t lead to confusion, frustration and a loss of appetite?
First off: Congratulations! You’ve got a contract and you’re not afraid to make changes to it to fit your needs. That fills me with pride & hope!
Secondly, few things in contract etiquette get under my skin quite like the scanned copy of a hard copy of a contract.
I mean, come on! At one point in time an attorney had to heretofor all over that thing, so an electronic, editable copy of it exists somewhere in the universe. It’s tracking down a Word document, not rocket-science-brain-surgery!
Mostly, though, they’re hoping you’ll just sign the contract as is and move on.
Make it a practice to ask for an editable copy of any contract you’re sent. That means Word, Pages or Open Office. Many times it won’t be a big deal, but sometimes you’ll get push back about their “policy” or not being “authorized.”
The benefit of having the document in a format that you can easily edit is that it’s, well, easier. But even if you have a scan of a scan of a scan, editing isn’t an impossible feat.
Unless you are making a lot of edits it will probably be easiest to put all of your edits into one separate document.
(If you are making a lot of edits, I recommend trying to copy and paste the text into a Word or Pages document and editing there with track changes turned on. Or digging in your heals about getting an editable version)
The structure of a contract is such that each paragraph is usually numbered or titled or both. When you are drafting your separate edit document, use those paragraph indicators to identify where you are requesting a change in the contract.
Also, make sure your requests are presented in the same order they apear in the contract. That means if “Payment” comes before “Indemnification,” your requests for changes in the Payment paragraph come before your requests for changes in the Indemnification paragraph.
Start your edit document out by saying something to the effect of:
“I’m requesting the following changes. I’ve listed them in the order they appear in the contract. Language I’m requesting be removed is
struckthrough and language I’m requesting you add is in bold.”
Then step through each paragraph in the contract where you are requesting a change.
For instance, if I wanted a change the terms of how I’ll be paid once an invoice is sent, I’d do it this way:
maymust submit payment to Contractor within 3015 days of the issuance of an invoice. Client may not withhold payment for charges in dispute. The parties will work together to address disputed charges within 60 days of the issuance of the invoice in which the dispute arises.“
If you are requesting changes that you think will give the client pause, give them a call before sending the changes to let them know what’s coming. Don’t explain your edits in detail, just that you’re requesting some changes and you’re sending them over. This “heads up” phone call let’s them know you’re serious about finding a solution and aren’t just lobbing tiny contract bombs over the wall.
In the email that you send attaching your requested changes, provide some context around why you’re requesting what you’re requesting. Then suggest a few times that you’re available to meet in person, via Skype or take a phone call to talk through the changes.
The important part about contract revisions is making sure what you’re asking for is clear. You don’t want them to have to guess what you’ve changed and you don’t want to throw a bunch of changes at their feet without any context about where they’re coming from.
Thanks for the question and good luck with your contract!
Featured image by hellojenuine. via flickr.com.