F*cking Up my Contract for Content Marketing World 

July 5, 2022 by Leave a Comment
I’m excited to go back to Cleveland for CMWorld!

Content Marketing World (CMWorld) is one of my favorite events every year. They have the best of the best speaking about what’s working with content marketing.

Like every year when I have the privilege of being a speaker, I’m required to sign a contract. They recently sent me a link to the speaker contract landing page where I signed with my electronic signature. I signed the contract as it was written, but it inspired me to create a revised version. Some of the provisions I added were meant to be humorous, and others were added to fill gaps in the contract’s verbiage. I sent the revised contract to CMWorld, and they thought it was funny.

Re-writing my friends’ real contracts has become one of my new hobbies. I keep these documents in a folder on my computer entitled, “Let’s Fuck Up Contracts.”

Below are some of the provisions in the original CMWorld contract I signed followed by how I revised them.

It’s ironic that I mostly revised it in ways that would benefit the event. Historically, when I’ve revised a contract I’ve been asked to sign, I do so in ways that only benefit me – like when I revised the liability waiver for a race so I could sue the organizers if they ran me into oncoming traffic or something. As a lawyer, I draft contracts based on what’s in my client’s best interests, which again, is not this situation.

Compensation

In CMWorld’s Original Contract:

For my participation, I will be provided:

  • (1) Pass to the main event including admission to all main conference sessions, networking functions, and workshops.
  • (1) Complimentary access to on demand videos for up to one year following the event.

How I Revised It:

For my participation, I will be provided:

  • One (1) Main Conference Pass allowing access to all sessions at the Event including all networking functions and conference workshops,
  • One (1) Complimentary Pass to all sessions on demand for twelve (12) months following the Event,
  • Copious amounts of hugs and high fives from the Event team, as long as I’m not creepy about it,
  • First dibs to pet the dogs at the Yappy Hour event where there will be no less than four (4) rescue dogs; and
  • Access to the Event speaker lounge that will be stocked with hot and cold caffeinated beverages; ice cold sparkling water with lime; a selection or orange-colored candies, including, but not limited to M&Ms, Reese’s Pieces, Skittles, Starburst, and Mike & Ikes, each in a separate container (because mixing them is gross); and at least thirty (30) power outlets. 

Power outlets are in high demand in the speaker lounge. Also, CMWorld has not said whether or not they will have a Yappy Hour at this year’s event. And just so there’s no confusion, I = me, Event = CMWorld, and Informa is the company that owns the Event.

Photo by 3V Photo (Creative Commons License)

No Selling From the Stage

In CMWorld’s Original Contract:

The Event is an educational event, not a sales or marketing platform. Informa is retaining me to provide an objective presentation that meets the educational needs of the Event attendees.  Informa may revoke my speaker invitation at any time if in its sole judgement that is in the best interests of the Event.

How I Revised It:

I grant to Informa a worldwide, non-exclusive, royalty-free, perpetual license to copy, distribute, display, and make derivative works using all materials and recordings of and related to the speaking engagement, in whole or in part, in any Informa anthology, compilation, or educational publication of materials associated with the Event, including without limitation any format, including those that haven’t been invented yet. I acknowledge and agree that this license is assignable and sublicensable without any limitations.

I also added in the following: Moreover, if Informa is accused of wrongdoing for using any rights licensed to it by me herein, I, or my employer where possible, will indemnify and reimburse all its legal costs, including associated damages, for resolving the matter.

Photo by JD Hancock (Creative Commons License)

Dispute Resolution

In CMWorld’s Original Contract:

This Agreement and Release is governed by California law. Choice of law rules do not apply, regardless of jurisdiction.

How I Revised It:

Even though Informa is a UK company and the Event is in Ohio, I acknowledge and agree that this Agreement and Release is governed by California law and all disputes regarding this contract will be resolved in a court located in Los Angeles County, California. Choice of law rules do not apply, regardless of jurisdiction. Furthermore, I acknowledge and agree that, in a dispute, the non-prevailing party will be responsible for the prevailing party’s attorneys’ fees and cost.

Other Terms I Added

Entire Agreement: This contract contains the entire agreement between myself and Informa regarding my participation as a speaker at the Event, regardless of any discussions to date or in the future. Any modification must be in writing and signed by both parties.

Force Majeure: I acknowledge and agree that neither Informa nor the Event, their employees, contractors, directors, affiliates, or lawyers (because the lawyers always cover their asses as well as their clients’) shall not be liable for damages or any inability to perform under this agreement, which is directly, or indirectly, caused by circumstances beyond their control, including, but not limited to, natural disasters, inclement weather, acts of god, acts by other deities, illness, plague, fires, alien invasion or abduction, floods, riots, strikes, government orders or recommendations, if someone releases a kraken, or any other justifiable conditions outside of Informa’s or the Event’s control.

I’d expect every event to have a force majeure provision, especially with the COVID pandemic. This is particularly true if the event is at a third-party venue where the event would likely need to be cancelled or rescheduled if the location were no longer available due to a catastrophic event like a fire or earthquake.

Learn More About Contracts – for Free!

Earlier this year, I created a mini course for The Tilt called What Content Creators Need to Know Now to Avoid Legal Trouble. It’s a quick 20-minute overview of what content entrepreneurs need to understand about contracts, including how to read a contract and suggested terms to include in your own contract templates.

Stay Connected

If you’re interested in reading insider information about my experiences as an entrepreneur and special features you won’t find on any of my blogs, please subscribe to Ruth and Consequences.

To my fellow CMWorld speakers: If we have containers of different types of orange-colored candies at this year’s event, you’re welcome.

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FTC Rules: Easy to Follow, Easy to Forget

August 15, 2017 by Leave a Comment

Happy Lawyers Unpacking our Barbri Books

I have the pleasure of speaking at Content Marketing World next month, in part, about the FTC rules that apply to advertising.

Disclose, Disclose, Disclose
The key to complying with the FTC rules for native advertising it to always disclose when you have a relationship with a company. That includes when you get a product for free, when you have a personal relationship with an officer of the company, and when you use affiliate links. In all of these situations, regardless of the platform, you have disclose when you are compensated for sharing an opinion or have a reason to be biased.

These rules even apply on social media platforms, including Instagram and Twitter. Usually using the hashtag “#ad” is sufficient to comply with the rules. The purpose of the rule is to let the reader know about your potential bias before they form an opinion about the product or your review.

The fine for violating these rules are harsh – up to $16,000 per violation under the current rules.

See you in Cleveland!
I have a goal of finding a way to climb this thing.

So Easy to Forget
These rules are simple to follow, and it’s also super easy to forget to remember to include the proper notice in a post. I had first-hand experience with this over the last few weeks.

My colleague and I teamed up with Barbri to study for the California Bar Exam. They gave me my study course for free (I split the cost of my colleague’s course with him) in exchange for writing a weekly post about what it’s like to study for a bar exam while practicing law. We did 11 weekly posts, and I’ll write one more when we get our results this fall.

Early in each post, I repeated verbiage that disclosed our relationship with Barbri – that was easy enough. Where I had trouble was remembering to include “#ad” on every social media post. It’s easy to forget to remember to include those three characters. There were many mornings where I had to edit my posts or delete and re-do tweets to add in “#ad.”

I recently learned I’m not alone. According to research, 37% of publishers do not adhere to the FTC rules for labeling the material as sponsored. I’m curious to see if the FTC is investigating or fining content creators who don’t follow the disclosure rules.

I’m super excited to talk about the FTC rules and how to write effective contracts for content creators at Content Marketing World. It’s one of my favorite events on online advertising. I’m just as ecstatic about speaking as I am about learning from my fellow presenters.

I’m constantly doing work related to internet law, so if you want to keep up with what I’m doing or if you need help, you can contact me directly or connect with me on Twitter, Facebook, YouTube, or LinkedIn.  You can also get access to more exclusive content that is available only to people on my mailing list, by subscribing here.

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FTC & Promotions – Always Disclose Relationships

October 5, 2015 by 2 Comments

My box of Mental Mojo - love this stuff! (Thanks to the owners for sending me free product!)

My box of Mental Mojo – love this stuff! (Thanks to the owners for sending me free product!)

My friends own a company called Mental Mojo – it’s a powder that contains caffeine and cognitive enhancers that you mix in water. I drink it when I’m tired – it helps me get my work done without making me jittery. (I love that it turns my water super nerd green, which reminds me of this infamous exchange between Data and Scotty on Star Trek: The Next Generation.)

Because I talk about it so much online, I usually get my Mental Mojo for free (and they’ve invited me to the taste test for the new flavors). I’m not a paid spokesperson for this company, but I do get benefits from promoting the product. As such, every time I talk about drinking free product, I need to disclose my relationship with this company – not just because it shows transparency, but because the federal law requires it.

FTC Rules about Promotions
The Federal Trade Commission has strict rules about making “clear and conspicuous” disclosures when a person has a relationship with a company. These rules apply to spokespeople, online contest participants, product reviewers, and companies that use affiliate links on your site. When you are compensated for giving an opinion, you have to disclose your relationship.

If you fail to disclose a relationship with a company, the FTC can fine you up to $11,000. And they can go after you or the company.

Even in 140 Characters
And don’t think for a second that tweets or other micro-form social media sites are exempt from this rule. At the very least, you have to include “#ad” on your post. It’s not enough to include a link to a site that includes the disclosure of your relationship.

Truthfulness and Transparency
Whenever you write a product review, whether it’s on a review site like Yelp, a product review blog post, or providing a quote for their website or LinkedIn profile, you must provide a truthful and accurate review of the product or service. Posting fake or embellished reviews (positive or negative) violates the FTC rules.

I’ve written product reviews and I appreciate that my editors respect the FTC rules by asking us to describe the benefits and drawbacks of each product we try.

Video Disclosures
If you do reviews in video form – including unboxing videos – you need to disclose when you get free product and provide honest reviews. The FTC says it’s not enough to have the disclosure in the video notes. You have to say it or post verbiage to that effect at the beginning of your video and possibly repeat this information throughout the video depending on its length.

This disclosure doesn’t have to be complex. It can be something like, “The guys at Mental Mojo sent me this free box of their product. Let’s try it out.” (If you are trying Mental Mojo for the first time, the flavor may be a bit strong. Until you get used to the taste, you may want to mix it with club soda instead of plain water. The carbonation helps take the edge off.)

Final Thoughts
Disclose disclose disclose. If you get a benefit from talking about a product or company online, disclose it. Whether it’s your employer, a client, or a company that sends you stuff for free – it should be crystal clear to anyone who sees your posts that you have a relationship with the company.

If you work with spokespersons or campaign partners, make sure part of your relationship includes an educational component about their obligation to disclose your affiliation whenever they talk about you on any platform.

I spoke about this topic earlier this year at Content Marketing World. Be sure to check out the follow-up article about this panel by Northeast Ohio Media Group.

If you want more information about this topic, please check out 6 Things to Know About FTC Disclosures When Working with Influencers or my book The Legal Side of Blogging: How Not to get Sued, Fired, Arrested, or Killed. If you want to chat with me about a specific question related to the FTC rules and promotions, you can contact me directly or connect with me on Twitter, Facebook, YouTube, or LinkedIn.

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