_(1000, 1000)_mono.svg)
This is a thread with some thoughts about contracts and distribution agreements after a recent discussion with a colleague. Specifically, contracts between a typedesigner and a foundry or publisher of fonts. 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 if you need help you should always seek professional advice.
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 ever, ever sign over your intellectual property to a publisher for a normal distribution agreement. Some clients may want the IP, and you can negotiate about this and see if they’re willing to pay it, but distribution is not that deal.
I understand it is a form of escrow and perhaps they want to protect their investment in your work. But what happens when the company decides to sell while your contract is still running? Your IP could be part of their sale.
Look into registering a trademark for the fontname yourself. Familiarise yourself with the various search engines. 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 some understanding of how the trademark industry works.
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 be aware 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.
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 or formats. Read such proposed amendments with the same care as you read the initial contract. 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 very very careful with additions made to your fonts by the publisher. While it may be nice to have a script extension, 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. Frustrating and slow, of course. But rewarding as well. It is valuable to have 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.