Section Six - Creative Cooperation

You’ve made it to the midpoint of completing your contract! This section marks the transition from the business-oriented part of your contract to the legally binding provisions essential for a comprehensive and enforceable agreement. Let's explore how to craft a well-defined and adaptable agreement that meets your specific business needs while adhering to legal requirements.

table of contents

  1. Managing Communication and Expectations

    2. Incorporating AI in Service Delivery

    3. Addressing Delays and Pause Clauses

    4. Handling Deliverables

Managing Communication and Expectations

Question: The Vendor will respond to communications within number of days.

This section of your contract emphasizes the importance of positive and proactive communication between the Client and the Vendor throughout the service period. It highlights the necessity of  timely response to the Vendor's communications, setting a specific timeframe for replies.   Agreeing to cheerful cooperation sets a positive tone for the working relationship, and clarifying that at the outset paves the way for professionalism.  For example, this provision sets out that if the Client fails to respond on time, the Vendor cannot be held liable. This ensures the Parties are on the same page, working together collaboratively to achieve the shared desired results!

Incorporating AI in Service Delivery

Question: Will the Vendor be providing any AI in the performance of the work?

This is a notoriously tricky provision, yet increasingly important, as AI becomes more frequently used.


If you use AI for research and development, but do not include AI-generated content in the final product, you do not not need to disclose such use. However, if AI constitutes some of the final product, disclose that. For example, if you are a web designer, and some of the final website copy or imagery is created by AI, select "yes".


*This provision will be updated in correspondence with ongoing legislative acts.


What I mean here is not, are you using chat GPT to help write some of your Instagram captions that serve as your marketing tools to get the client in the door? What I mean is, are you a graphic designer and you're using AI to create part of the logo or something that actually directly impacts the final deliverable provided to the client?

Addressing Delays and Pause Clauses

Question: Do you want to include a clause for the Vendor's Delay/Client's Delay/Both?

The Pause Clause provision outlines what to do when either you or your client needs to hit the pause button on your services. Most importantly: It's your roadmap, allowing for you and the client to "pause" the services (without having to terminate the contract outright); clarifying how many days or what timeline you can pause for.


After all, sometimes life happens, and if your client has a good reason, we want to help you create a smooth transition to get the project back on track! It will also outline what to do when a pause turns into a cancellation or reschedule.


What I would recommend, if you are going to include this, I would go ahead and select both vendor’s delay and client’s delay. This is a really important part of the law. In order for a contract to be upheld in court, it has to be equitable.

If you select “Vendor’s Delay” above, you will see the following 4 questions: 

Question: Vendor Delay: How many days' delay is considered a pause?

This provision outlines that if the Vendor delays the project by a certain number of days, the Vendor understands that it may result in a pause of the services, at no fault of the Client.


How many days' delay will be allowed before the project is considered "paused"? This language allows for the Parties to decide upfront how much delay can be allowed without incurring a breach of agreement (after all, life happens). However, if the "pause" occurs for an inordinate amount of time, the Parties agree that they will enter into a Rescheduling Agreement. This preserves the contractual relationship as best as possible, stripping away ambiguity from the gray area between a pause and a breach of agreement. 


We recommend that the Vendor's Delay and Client's Delay follow the same timeline parameters, so that the contract reads fairly. 

Question: If there is a pause, the client must sign…

I would recommend most cases you choose a rescheduling agreement. Because a rescheduling agreement is one of the most powerful tools that you will have at your disposal as a business owner. 


And if you do have to actually reschedule the services, that's going to be a separate document that you all sign that states exactly what you're rescheduling, when you're rescheduling it to, and it contains several other critically important sections, showing that both parties actually do agree to that rescheduling.

Question: The Parties will sign a termination agreement if the project is number of days delayed.

We always recommend that every agreement requires a termination or rescheduling agreement if the services must be paused, rescheduled, or terminated. Post pandemic, this is expected by Courts, and serves to further establish that the Parties are on the same page, in black and white writing, agreeing to terminate or reschedule the services. Typically, when these scenarios occur, they are delicate at best (aggravated or contentious, more likely), so it is critically important to "pre-plan" for what the Parties will do in such a scenario.

Question: What information, materials, or responses will the Client need to provide in order for the Vendor to complete the milestones? For example, "approval of the mockup." If the client fails to provide these deliverables, the project will be paused.

The Vendor may need certain deliverables (tangible materials) in order to perform the services. For example, questionnaires, forms, design files, etc. This provision states that the Parties agree that if the Client is more than a certain number of days late in providing that requisite information, the agreement will be considered "paused".


For example, if you're a copywriter who is going to be providing the client with a brand book, but the client has not filled out their questionnaire, you would specify brand book in this section because the delay means that it is now impossible for you to provide them with the services that they've contracted you for. 


If you selected “Client’s Delay” above, you will now see the following 3 questions:

Question: Client's Delay: number of days...

This provision outlines that if the Client delays the project by a certain number of days, the Client understands that it may result in a pause of the services, at no fault of the vendor.


How many days' delay will be allowed before the project is considered "paused"? This language allows for the Parties to decide upfront how much delay can be allowed without incurring a breach of agreement (after all, life happens). However, if the "pause" occurs for an inordinate amount of time, the Parties agree that they will enter into a Rescheduling Agreement. This preserves the contractual relationship as best as possible, stripping away ambiguity from the gray area between a pause and a breach of agreement. 


We recommend that the Vendor's Delay and Client's Delay follow the same timeline parameters, so that the contract reads fairly. 


This is a recommended addition. 

Question: ...after date…

Question: The Parties will sign a termination agreement if the project is number of days delayed.

We always recommend that every agreement requires a termination or rescheduling agreement if the services must be paused, rescheduled, or terminated. Post pandemic, this is expected by Courts, and serves to further establish that the Parties are on the same page, in black and white writing, agreeing to terminate or reschedule the services. Typically, when these scenarios occur, they are delicate at best (aggravated or contentious, more likely), so it is critically important to "pre-plan" for what the Parties will do in such a scenario.

Handling Deliverables

Question: Before moving on to the next Section, would you like to add any of the following?

Proofing and Revisions: This is not intended for the Client to "watch over" the Vendor's shoulder; rather, this is in place for the Client to have a specified date and time period within which they may review the work in progress, saving both Parties time and potential errors.


Choice of Printer: If the Client's work contains elements that must be printed, this provision states that the Vendor has chosen a printing provider that aligns with Vendor’s creative standards and portfolio. This provision also states that the Client has number(#) hours to notify Vendor of a mistake in the printing.


Travel and Overnight Stays: If the Vendor must travel to perform the Services, this provision is critical. It allows the Parties to decide, at the outset, what is considered reasonable, and what costs may be reimbursable.


If you select “Proofing and Revisions” above, you will see the following questions:

Question: The Client will be provided with number of revisions.

Question: Additional revisions will be provided for $ amount per revision round.

This helps "negotiate a dispute" before it occurs. For example, if a Client realizes a name is misspelled on an envelope, they need to provide the Vendor with enough notice to correct the envelope before it is sent out. We typically recommend 48 hours

Question: Will the Client be able to order a sample order?

If you select “Yes” above, you will now see the following questions:

Question: The sample charge is $ amount…

Question: ...with a turnaround time of number of days/weeks.

Question: Post-approval revisions will be charged $ amount.

If you selected “Choice of Printer” above, you will now see the following question:

Question: Is the Vendor printing any materials for the Client?

Such as stationery, etc.


If you selected “Yes” above, you will now see the following question:

Question:The Client has number hours to notify vendor of printing error

This helps "negotiate a dispute" before it occurs. For example, if a Client realizes a name is misspelled on an envelope, they need to provide the Vendor with enough notice to correct the envelope before it is sent out. We typically recommend 48 hours.


If you selected “Travel and Overnight Stays” above, you will now see the following 5 questions:

Question: The Vendor will be compensated for travel for events more than number of miles/hours/etc…

This is typically defined as your office address.

Question: ...from location…

Question: ...at an hourly rate of your amount per hour plus hotel compensation.

Question: Client must notify Vendor of travel selection within number of days…

Question: ...for events ending after (specify time).

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