CONTRACT ADMINS

If You Want To See Good Writing, Read a Publishing Agreement

In a recent post I described house counsels, the lawyers retained by publishers, as “Gray Eminences.” Unlike CEOs and editors in chief, whose names are trumpeted in announcements of spectacular acquisitions and brilliant marketing coups, the company’s attorneys maintain a low profile and are generally content to let their executive bosses take the credit. Yet, these men and women are indispensable components of every publisher’s successes.

Even more anonymous but just as valuable in my personal hierarchy are the individuals who convert these grand policies into the prosaic language of contracts. Without the assistance of this dedicated cadre of deputies it would be impossible for company business to be reliably implemented. The individuals who execute the decrees that come from on high are generically known as contract administrators, and though they are all but invisible to the public, they are the very girders on which sound management is built. And they happen to be my favorite people in publishing.

Perhaps it’s because, as an author myself, I feel a kinship with anyone who is able to translate broad and complex concepts into cogent sentences, to retrieve the precise word, the only applicable one. Who among us has not strained for hours to insert the exact word into a sentence for a perfect join?

These individuals are writers just like us but they work in the highly specialized medium of legalese. Fiction writers have some leeway to waste words; contract admins cannot afford a single excess syllable. If you think I am exaggerating, try producing an airtight definition of simple terms like “acceptance” or “termination,” You will drive yourself to distraction as more and more contingencies, exceptions, qualifications and hypotheticals plague you. And those are the simple ones. Consider the pages-long definition of “Writer for Hire” in the boilerplate of media tie-ins, or the hernia-inducing net-profits attachment to movie contracts.

Relationships between agents and contract administrators are normally cordial. The latter have almost no control over company policy; they only manage and are seldom able to change it. It’s useless to get mad at them; you’ll simply be told to take your complaint up with their boss. Some of my best business friends are contracts people. We talk, and even banter, in coded shorthand. A typical negotiation might sound like this:

Curtis: What about Article Four Capital C Roman Numeral three?

Admin: Sorry, that’s set in stone. But I can delete Four C Four if you feel strongly about it. But it would be non-precedential.

Curtis: That’ll help, thanks. And Seven Capital A?

Admin: Curtis, how long have we known each other?

Curtis: Twelve years.

Admin: And when did I ever say yes to Seven A?

Curtis: There’s always a first time.

Admin: In your dreams.

The fact that they have little discretion over policy doesn’t mean they are utterly inflexible. Within their province they have a degree of latitude if you know what to ask and how to ask it. I have often teased them, saying “Come on, I know what’s written down on that pad!” They may well come up with alternative language.

A good example presented itself at the dawn of the e-book era. Publishers anxious to cover every possibility created a two-part boilerplate provision for the licensing of e-rights. The first part granted the publisher the right to reproduce the verbatim text of your book as an e-book. The second part granted “adaptations” including such enhancements as audio, video, illustrations and music. Agents were okay with the first part, but the second one opened the door to giving publishers movie, game, and audiobook rights or at least jeopardizing the author’s ability to license them. If you knew enough to ask that Part B be deleted, the contract managers usually granted it to you. But they weren’t going to volunteer to do it.

Bear in mind that, like the Ten Commandments, contracts are designed to compel action or discourage it, so the administrator’s burden is a heavy one. Misstatement or omission of any component can trigger costly consequences in the real world. And it’s the same for agents. Perhaps that explains the mystic bond between these two denizens of the publishing jungle.