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Never Seen A Contract Like This > Printing contract whats normal ?

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  • Never Seen A Contract Like This > Printing contract whats normal ?

    I was sent over a contract to sign from a new client. To be one of their Vendors.
    Some of the things in it dont sit right with me. What do you guys think?
    Below is a list of some of the red flags.

    Vendor shall not subcontract any portion of the work contemplated

    •My thoughts: we print the jobs and then send them out to be die-cut.
    So now they are telling me in this contract that I cant use our local Bindery House

    Should client utilize the services of an attorney to enforce or
    defend any term or condition herein, client shall be entitled to
    an award of reasonable attorney’s fees and costs expended.

    •My thoughts, I dont want to sign away my rights and pay
    their attorney if these guys decide to screw me over and not pay.
    Then I have to sue to get my money.

    Neither party shall make any public announcement of this Purchase Order or the business relationship.
    Vendor express or imply any endorsement by client of
    Vendor’s services or products in any other manner whatsoever
    (whether or not similar to the uses herein above specifically prohibited).

    •My thoughts, this VERY HUGE and well know client searched us out.
    They came to us because we have made a good name for our shop.
    We have done this by showcasing our past work and brands we have worked with.
    They are saying we cant even show all the hard work we will do for them.
    So this will not help us to gain future clients.

    Thank you in advance for your thoughts everyone.

  • #2
    How fast can you run.....away.

    Personally, I would express your concerns to your prospect with the idea of finding out what their concerns are to have written such a document. Perhaps a different contract could be written up that satisfies their concerns but also allows you to do the work they want to hire you for.
    Not being able to use the work you’ve done for them in your marketing is not that unusual. Outsourcing parts of the job - like bindery - to a specialist firm is not unusual as you can’t be expected to have every kind of finishing equipment in house. The attourney business is very threatening. Hopefully not intentional.


    • #3
      Sounds like a Wal-Mart contract to me. I would avoid that like the plague.


      • #4
        Are the first and second clauses even legal in your country? Will they hold in court if they sue you?

        To me it sounds like they are printing confidential material and don't want the printed contents to be seen in multiple sites. Is that the case? If not, their paranoia is really strange.


        • #5
          With a limited glance of the info provided, I'd get my 10-foot pole out and not touch it. HOWEVER, being the eternal optimist, everything's up for negotiation before there's a signature on the line. You could use these questionable items as conversation-starters to (potentially) build a stronger relationship. Educate them. Tell them why, in certain cases, it's in their best interests for you to subcontract parts of the work out.

          I wouldn't let the publicity thing be a deal-killer. It's a bummer, maybe, but not a deal-killer in my eyes. You got them looking with your current lineup of publicity-friendly clients, you'll get others, too. Heck, you could even spin it a bit. You to a different potential client: "...and we even have a client that likes what we do so much they won't even let us show their work because they don't want THEIR competitors finding out about us!"

          I'd hold firm on rejecting the attorney's fees line, though. That could get ugly fast, and quickly escalate past anything you'd be able to control at all.


          • #6
            As the others have remarked:

            (1) sub-contracting is a usual procedure in the graphic arts field (as well as almost any other manufacturing field). Find out their concerns and see if you can allay them. Make sure you do not overstate your capabilities: this stipulation in contracts is often the result of experiencing somebody having passed the buck for work done out of shop. My approach is, "we do all work in house unless it is more sensible to do it out of house", and I let customers know this at the beginning of our relationship. And if someone outside messes up along the line, then we deal with it.

            (2) is a death warrant to you. I would gently say that it should be removed or we have nothing else to speak of, "good day". Unless you have an in-law who is a lawyer needing work, in which case speak highly of the concept of the Golden Rule and have an exactly reciprocal clause added to the contract.

            (3) is a normal stipulation in many relationships.
            For example, we run a trade shop and most of our customers would withdraw their work if we used their samples to promote our business.
            We always ask permission before we use samples of customers' work for display, sales, or anything other than internal production purposes.
            Think of the idea of a big, juicy lawsuit for 'unauthorized use of intellectual property, resulting in permanent and severe damage to reputation, credibility, and business'... that ought to make the issue a little more obvious.


            • #7
              I've seen (1) before a few times. In the contracts I've seen it is mostly because of quick turn times and adding a 3rd party that no one signing the contract truly has control over is a problem.


              • #8
                I've seen the first one as well (no 3rd party vendors). It was a contract for a mailing job and they wanted to keep who handled the mailing data to a minimum.


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