Removing the Legalese from Contracts for Bloggers

In any circle of friends, I believe it is a universal truth that friends will ask questions of the friends in different occupations. I have certainly asked questions of my friend’s husband, who is a plumber. I always ask questions when I see my Realtor friend.

If there are any other lawyers reading this, I’m sure you get the same treatment that I get. I am expected to know every area of law for every state in the country. (That’s just for family.)

Even though I started blogging during law school, I didn’t go to my first conference until last year. There, I got a new set of legal questions that I had never heard before. It’s a conference, so business cards are exchanged and relationships are formed. Then I got questions via email about general things that I expect to see: entity formation and intellectual property.

Next, people asked me to review pieces of contracts for them. The emails would look something like this:

Hey, Danielle, All of this looks pretty standard, but I am concerned about paragraph 13.

Fortunately, they sent the entire contracts. Since these are typically contracts with brands and ad networks, the contracts are under five pages, so I would read the entire document. Paragraph 13 was generally something very safe, like the Choice of Law paragraph, which dictates which jurisdiction any lawsuits a case regarding a breach of the contract might be brought in.

However, other “standard language” that I’ve seen has included:

• Requirements that a blogger carry a general liability insurance policy to protect the advertiser from any potential lawsuits that could occur as a result of the advertisements;
• Terms with unclear end dates and no ability to terminate the contract by either party
• Indemnity provisions that have bloggers covering the defense of a brand in the event of any lawsuit related to the contract, not just if the blogger is negligent;
• Unclear definitions of what the blogger will be doing (A contract is the place where it should be made clear!); and
• Overly broad and ambiguous non-compete provisions.

None of these terms are standard and I pointed out each provision and told the individual to talk to the maker of the contract about the terms.

I’m not a lawyer who likes to add “said,” “hereto” and “herein” to every paragraph to make my documents sound more official, but there are many lawyers who prefer to use legalese. And, unfortunately, a lot of small brands and ad networks use forms that they have found online and they try to tailor them to their needs without seeking legal counsel. These forms use legalese more than lawyers do.

It is critical for bloggers to master the basic provisions within contracts so that they can negotiate the best contracts for themselves. For a shorter contract, it may not be necessary to retain a lawyer to review the document for you, but you should feel like you’ve had the help of a lawyer reviewing it. Understanding the legalese in contracts will help bloggers cut through what looks like boilerplate and get to the heart of the contract. Most importantly, it ensures that bloggers understand and agree to the actual terms in the contract.

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