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This is a thread with some thoughts about contracts and distribution agreements between publishers and makers. First written as a thread on Mastodon after discussions with colleagues. Here an edited and updated version of the text. I wrote this with about contracts between a typedesigner and a foundry or publisher of fonts, but I imagine the ideas are very similar in other creative disciplines. These are all things I have experienced myself, or saw happen first hand. I hope this record may be of use. But I am not a lawyer and you should always seek professional advice in contractual matters.
I've added some additional thoughts in typographically appropriate small print. I don't know you, reader, so these posts are probably not about you.
Never sign over your intellectual property to a publisher for a normal distribution agreement. They can distribute and sublicense the fonts without having to own your IP. In custom work, a client may ask for the IP, and you can negotiate about this and see if they’re willing to pay it. But that is a totally different kind of agreement. Regular distribution is not that deal.
I understand it is a form of escrow and perhaps the publisher wants to protect their investment in your work. But what happens when the publisher decides to sell while your contract is still running? Or what happens if they go bankrupt? Your IP could be part of their sale or even end up in an estate sale. Either way you will not get your rights back.
Look into registering the trademark for the fontname yourself. Familiarise yourself with the various search engines for trademarks. You don’t need a lawyer to do this. The EUIPO, European Union Intellectual Property Office makes registration very easy. Trademarks that you own can not be abused by a publisher and you never have to buy anything back.
Of course it might be useful or conventient to hire someone to take care of the registration. But in general it is a good idea to have understand the process of the trademark industry.
Understand there are no standard contracts. You can question and request changes to any article. Ask the dumb questions like “what does this mean” and if you don’t like the answer, say so. Do not be afraid to walk away from a contract you don’t understand, don’t like or can’t change.
When someone presents you with a standard contract, they mean it is standard for them.
Insist on a clause that will let you dissolve the contract if and when the publisher decides to sell the shop. They don’t have to disclose the buyer, but it has to be your decision to stay or leave. If they do not want such a clause, ask yourself why.
Always remember that the people you sign with might not be the same people you will deal with later. Companies change. Friendships change. People change. I don’t mean that your friends are not nice, but the things you agree on in a contract can last for many many years.
Every contract needs to describe how it can or will end. Read and repeat until you understand exactly how the contract proposes this works. Put the various termination deadlines in your calendar. Even if they are years in the future. Especially if they’re years in the future! If the contract makes termination difficult, ask yourself why, because they might have trust issues.
Read amendments, changes or additions with the same care as you read the initial contract. At some point in the future it may be necessary to change or add things. Maybe there are new versions of the fonts. Maybe there are new platforms to sell on or new formats. Change happens. But ask the same dumb questions. If the deadlines change, put those in your calendar. If you don’t like the amendment, don’t sign. What are they going to do? The old agreement will continue and being a grumpy bastard may make them accomodate you.
Be careful with additions made to your fonts by the publisher. While it may be nice to have a script extension and support more languages, it can be done as work for hire, paid for by the publisher. And then your typeface has mixed IP: the publisher itself is a party and it may be more difficult or impossible to leave. Consider contracting the extensions yourself. Of course this is very different in work for clients, only talking about when you license your designs to a distributor. .
Publishing is hard. Marketing is hard. Making nice specimens is hard. Building a good website is incredibly hard. All of it takes time and attention and comes with stress and frustration. You can do these things yourself, but you don’t have to. Some publishers are really really good at this and it can be amazing to be part of such a team. They can take your work further than you thought possible. Still, all the points above hold. And then you need contracts.
You can actually do these publishing, mastering, marketing things yourself. It will be frustrating and slow, of course. But rewarding as well. It is valuable to have a contact with the people who buy your fonts. It is motivating to see your fonts be useful somewhere. Or not as the case may be. Painful, but a useful experience.
Originally posted on typo.social on September 25, 2024.