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  1. #1
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    Freelance contract help (anyone speaks russian here?)

    Hi all,
    I recently got commissioned by a Russian Design studio to do a calendar. They seem nice and professional. Today I got a contract from their legal department which had me arch my eyebrows at specific passages. To me they read quite shady.
    I've worked with contracts before but I can't remember ever reading something like this. Of course the abysmal English translation doesn't help and I know I won't get actual legal aid here, but I'd be grateful if you could have a look at this. Have you ever seen paragraphs like this in a freelance contract?
    Perhaps someone who speaks Russian could chime in as well.

    a)
    5.2. Передача произведения оформляется актом передачи, который подписывается Сторонами.
    В случае, когда автор допустил отступление от условий настоящего Договора, вследствии чего произошло ухудшение работы, или выполнил работу некачественно или с иными недостатками, Заказчик вправе потребовать устранение недостатков Автором за его счет и в сроки, установленные Заказчиком.
    5.2. Transfer the product is made an act of transmission, which is signed by the Parties.
    In the case where the author made a departure from the terms of this Agreement, so that there was a deterioration of work, or work poorly executed, or other defects, the Purchaser shall have the right to demand the elimination of deficiencies author's expense and within the time prescribed by the Customer.
    b)
    6.2. В случае если автор не представит произведение в сооветствии с Договором, он обязан возместить Заказчику причиненный этим реальный ущерб.
    6.3.В случае нарушения Автором иных положений настоящего Договора он возмещает Заказчику причиненный этим убытки.
    6.4. При наличии недостатков в выполненных Исполнителем работах Заказчик вправе сделать соответствущую запись в акте сдачи-приемки выполненных работ, что является основанием для соразмерного уменьшения цены выполненных работ.
    6.2. If the author is not present in the work of Compliance with the Agreement, it shall reimburse the customer the actual damage caused thereby.
    6.3. In case of violation of other provisions of the author of this Agreement, he shall reimburse the Client caused by this loss.
    6.4. If there are deficiencies in the work performed by the Contractor Customer may make matching record in the act of acceptance of the work, which is the basis for a proportional reduction of the price of work performed.
    Of course I've asked them abou this (no reply yet), but I'd like to get an outside perspective.
    thanks!

    René


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  3. #2
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    If I got a contract with those provisions in it I would assume they weren't going to pay me. From the English, it looks like they can choose if they are going to pay and how much, based on whether they think the work is good enough.

    Ask them to remove those parts from the contract. If they are cooperative,go ahead, but get a sign-off for every stage of design. If they refuse to change the contract, just walk away.

  4. #3
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    Translated to American-like legalese:

    5.2 The work is transferred by the transfer statement signed by both Sides. In case of the artist deviating from the provisions of the current Agreement, resulting in loss of quality in the work, or performed the work of insufficient quality or with flaws, the Commissioner reserves the right to demand fixing the flaws by the Artist at the Artist's expense and in the time range required by the Commissioner.
    6.2. In case of non-delivery of the work by the Artist according to the Agreement, the Artist must compensate the monetary damages accrued by the Commissioner due to the non-delivery.
    6.3. In case of violation of the other provisions of the current Agreement by the Artist, the Artist must compensate the damages accrued by the Commissioner due to the violation.
    6.4. In case of flaws present in the work performed by the Artist, the Commissioner reserves the right to make a corresponding record of flaws in the release/accept statement, which is a basis for corresponding reduction of payment for the work performed.

    In plain English: they get to decide when the work is not up to their [arbiitrary] standards of quality, and if they do, they can reduce your payment, or demand you to redo parts or all of the work without payment and on the deadline set by them, AND they can sue you for whatever damages they claim your non-delivery or unacceptable quality has caused them.

    In even plainer English: "we can complain about whatever we please, and we will probably do that to not pay you or make you redo the work for free until we are satisfied. Oh, and we can also sue you for money if we feel nasty or don't like something."

    Summary: they are trying to screw you over.

    Get rid of these provisions.

  5. #4
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    Thanks a lot. That's what I thought.
    They have changed the contract (e.g. they've taken out all the stuff about paying damages), but a few shady things (such as "The product is considered to be transmitted if it is Complete and executed in compliance with the requirements of the customer." which I take to understand as "If the customer doesn't like the work they're going to say it's incomplete and not pay you") are still in there. I'll see if they get rid of those as well..

    But even if they do I don't really have a good feeling about this. The pay is good, but why would they send out a contract like that in the first place? If they plan to screw me over they probably can anyway, even if the contract doesn't allow them to...

  6. #5
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The points brought up in this case in particular isn't that far fetched even though it doesn't sound too fun getting sued or having to repaint shit because they didn't like it, which happens. It could be formulated better though. I wouldn't sign it if you already have a bad feeling about it or they refuse to take it out or re-formulate it.

I've seen shady contracts too. Sometimes it's because they have downloaded a template and haven't actually thought through what everything means for the other party but think it sounds good to them. Usually they take it out just like your client has done for you. Other times it's just plain shady and things you wouldn't expect in an NDA or work for hire contract would've been mixed around or thrown in at suspicious places. One recently stated in the NDA that they would own all the rights to all artworks done by me!! I asked them about it and they said they didn't even know it was in there (sure...). It's a bit sad really, since most of us would rather read a story or paint something related to the project/commission than sit and decipher (and in your case, translating) 2-3 contracts before getting started.. : /

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