Contract Review: BobVila.com

A copy of the "content provider's agreement" for BobVila.com hit my inbox, and here is my take on it (please remember that I'm not a lawyer and that this isn't legal advice):

• 1. - Definitions Pay attention here, as these definitions will reappear, and you'll need to know what you're being asked to agree to.


• 3. - Fee The assignment documents state fees, but notice that they're supposed to be paid within 30 days of acceptance of a work. Nothing says how long the site has to accept some content or what constitutes acceptance - a note from the editor, or is there a committee process?


• 4 - Delivery of the Work; Editing Process, (b) The web site owner "has the right to delay display or publication of the Work, or to choose not to display or publish the Work, at its sole discretion." That means for any reason, including the phase of the moon. If they don't use it, you get a kill fee of 20 percent, even if you did as you were asked.


• 4- Delivery of the Work; Editing Process, (d) They can look over what you send in and ask for deletions or changes because they think someone could sue them, but they have no responsibility for problems, even if they don't see anything wrong any more than you do.


• 4 - Delivery of the Work; Editing Process, (e) "If requested by Web Site Owner, Content Provider agrees to give Web Site Owner access to the Work Files and/or to make copies of all or part of the Work Files at the expense of Web Site Owner, within a reasonable time period after receiving the request" What if you have to hand over the notes and they add something? Now that material may be no longer available for other work you do.


• 5 - Representations and Warranties, (g) "[T]he Work does not and will not violate any law or regulation, including without limitation, the laws and regulations governing defamation, libel, pornography, and or obscenity..." This is very sticky, as it explicitly says any law or regulation and doesn’t narrow things down to one set that you must be concerned with. Even though there is a later provision for the contract to be construed under Massachusetts law, I don't know if that would offer any protection.


• 5 - Representations and Warranties, (h) "...any computer files or other medium in which it is delivered to Web Site Owner, do not contain any viruses or other computer programming defects which are intended to or are likely to result in damage to the Web Site or another web site, computer system, or data of Web Site Owner or any other person or entity." That should be modified with the word "knowing". What if there’s a new virus that your scanner doesn’t notice?


• 6 - Intellectual Property and Ownership of Work What you do is either work made for hire or, if not allowed under the law, you transfer all rights and interests to the intellectual property (including copyright) to them, and you can't do anything with the material again.


• 7 - Confidentiality and Non-Disclosure You can't talk about the contract, or even negations you've had with the site, which means no telling others about rates and what things can be negotiated successfully. The language reads as so extreme that it's not even clear you could tell anyone that you were working on a story for the site.


• 8 - Indemnification by Content Provider "Upon written notice from Web Site Owner to Content Provider, Content Provider shall defend, indemnify, and hold harmless Web Site Owner..." but there's no time frame in which this needs to happen. Also, they want indemnification not just for a breach, but an alleged breach (someone claims you did it) of the warranties - or anything else to do with the contract. For example, if they want to argue that you didn’t deliver what they requested, it might be that they could argue it was a material breach and have you fund the legal case against you.


• 10 - Governing Law; Jurisdiction If you have a legal beef with them, you have to take care of it in Massachusetts.

There's enough here screaming "deal killer" that, personally, I'd pass on taking an assignment without some significant changes.