These Common Publishing Contract Mistakes
may not enjoy reading over your associationís publishing contracts, failure to
know what to look for can leave your organization vulnerable on several fronts.
By Jefferson C. Glassie and Stacey L. Pine
Association publishing contracts
frequently contain complex legal language, making review of them an
intimidating process. Who hasnít been tempted to give a publishing contract a
cursory read and then sign it without really knowing the obligations of the
parties and without really examining whether the contract truly protects the
Here are six common mistakes to
avoid next time you have to review a publishing contract for your association:
realizing that a contract can endanger the associationís tax exempt status. What seems
like an innocuous agreement could not only negatively impact the associationís
tax exempt status, it could also subject the organization to significant tax
clarifying who owns the finished product. Pursuant to U.S. copyright laws, an
organizationís act of paying an independent contractor to create a work product
does not by itself result in the organizationís ownership of the finished work
asking the vendor to warrant the product or serviceís fitness for use. Be very careful if a
vendor tries to insert a disclaimer of warranties, as it may prevent the
organization from claiming damages if a product or service fails to fulfill
that youíve paid for it, so you can use it wherever you like. When it comes to
content created by a third-party writer, include language allowing the
association full use of the content in whatever media the organization may
- Agreeing to a product or service fee estimate. If the contract does
not provide a fee cap or other means for the organization to control expenses,
the organization may find itself paying substantially more than it intended for
the product or service.
creating a contract calendar reminder. Some contracts automatically renew after a
period of time. If the association has turnover in contract administrators or
forgets to create an organizational calendar reminder, it may find itself stuck
with a contract that it doesnít want to be in for another year, or even longer.
Have High Stakes
Contract review requires more than a cursory
read and is not something that should be taken lightly, given all that is at
stake. The facts and circumstances of each contract differ, and the specific
facts and circumstances often require the inclusion of nuanced provisions. For
this reason, legal review of the organizationís media, publishing, and other contracts
C. Glassie, FASAE is
a partner, and Stacey L.
Pine is an associate at Whiteford, Taylor & Preston, LLP.
Association Media & Publishing thanks Jeff and Stacey for creating this
article specifically for our members. Donít miss the authorsí comprehensive
feature article on this topic in the May/June issue of Signature, AM&Pís
award-winning member magazine. Not an AM&P member? Join us today!