Contract Review: ProMedia.travel

I had replied to a JournalismJobs.com posting in either late 2006 or early 2007. In December 2007, I finally heard back (which shows that you shouldn't write someone off just because they're not working on your time table). The publisher, ProMedia.travel, has web sites and wanted travel writing at about $1 a word. They invited me to pitch, but I said, "Let me see the contract first." Here's my review (remember, I'm no lawyer and this is no legal advice):

• In General The contract that must have been the basis for this seems to have been focused on corporate design work and not editorial writing. Also, someone made a couple of twists in the redrafting, I think, and unintentionally greatly expanded the scope. In addition, there were some important items missing altogether.


• Due Date The contract uses as a due date a number of days from the signing date, not a specified date. The former is pretty clear to anyone, but the latter could result in late assignments because someone simply miscalculated the number.


• Grant of Rights The contract technically says that only the publisher can use the piece in print or online ever, anywhere, because it uses the term exclusive. Some of the rights are not clear enough. For example, according to the wording, the company could publish a piece in print or "electronic media," but it's not clear that would include online use. They could not make it available in a third party database, because there is no provision for them to sublicense any rights. Because there is no provision to sublicense and no explicit provision for syndication rights, the company cannot syndicate. However, the writer can't either, because the company has exclusively tied up all print and electronic media rights.


• Reservation of Rights In the contract that formed the basis of this one, the creator reserved rights not transferred. But in this case, the client - the publisher - is reserving all rights, which means that now there's nothing the writer can do, even if there was something left open, like basing a book on a set of articles. The contract mentions having rights in "preliminary materials" as well, which could include notes and early drafts (even if completely different from the final one), keeping the writer from using this material in any other way. It's about the most extreme statement in this area that I've seen in any publishing contract. Some of the language also makes it sound, again, as though this were intended for a graphic designer. The company would be better off having separate contracts, because the rights and other issues can vary greatly from writing to photography to graphics.


• Revisions There should be a limit to the number of potential revisions, because as written, the contract allows the publisher to ask someone for revision after revision.


• Miscellany The contract allows for transmitting assignments, edits, and expense authorizations either in writing or orally. That's actually a problem, because then neither side has an audit trail and could have a legitimate disagreement. I'd suggest confirming everything in writing, if you were to write for them.

Think that publishers are trying to trap writers? Nope, sometimes they just don't realize how bad a document is. For example, here's what I heard back: "I'm surprised because I thought it was actually a very freelancer-friendly agreement, based almost entirely on the attached document provided to me at a Freelancer's Union seminar." They said they'd look at the contract and I mentioned that I'd give a bit of time to see if there was a revised version. Having heard nothing more, I thought I'd post this.