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Avoid These Common Publishing Contract Mistakes - 4/14/2015 -


Avoid These Common Publishing Contract Mistakes

While you 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 organizationís interests?

Here are six common mistakes to avoid next time you have to review a publishing contract for your association:

  1. Not 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 liability.
  2. Not 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 product.
  3. Not 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 expectations.
  4. Assuming 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 choose.
  5. 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.
  6. Not 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.

Contracts 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 is recommended.

Jefferson 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!


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