Business Contracts, or Why Email Isn’t Enough

Clipart image of a parchment contract, with a hand holding a quill, signing at the X.

19 March 2024

Every so often, a new indexer (or editor, or proofreader) asks whether they need to have a contract with their clients. I always answer yes. One of two questions follow: Why aren’t the email exchanges enough? What should go in the contract? In this blog post, I lay out why I find contracts valuable, what I put in them (using the example of my indexing contract), and how I use them.

NB: I primarily have individual authors as clients (rather than publishers or packagers), and this is reflected in how I think about contracts.

Why Email Isn’t Enough

Some indexers, etc. maintain that since all the negotiation with clients now happens over email, there’s already a paper trail that both sides can follow. A contract is at best superfluous, goes the argument, if not a bit of annoying busywork and bureaucratic paper-pushing.


Maybe other freelancers make sure that every client gets full information about what happens if the project gets cancelled midway through, or to what degree the freelancer can use the work in their portfolio and marketing materials, or when payment is to be made, or what happens when the files are late arriving from the client. I’m not. In part, that’s because I rely on my contracts to cover all these details, which largely look the same from project to project, lending themselves to a template format. In part, my emails don’t contain all this information because my eyes tend to glaze over when emails have a lot of detailed information.

But for the moment, let’s say that you delight in long emails and you always include the fiddly what-ifs and persnickety details in emails to clients. Why should you still consider sending the client a contract?

Consider the following scenario: In January, a client contacts you about indexing their book (or copyediting it, or proofreading it, etc.). They anticipate the book will be ready on April 15; your schedule is open so you book them with the understanding that the index will come back to them on May 5. Three weeks later, the client sends a new email to say that the schedule has slipped and it’s now looking like May 1 with a return date of May 20. You say that’s fine, but due to other projects on your calendar ask if you could get an extra week on the return date. It takes your client two weeks to get an answer from the press, and what they send is not in direct reply to your email but the forwarded conversation from their editor. You now have three separate email chains containing relevant information on the project. Are you positive that your search of your mail to double-check details in May will turn up the correct chain quickly?

With a contract, all that information would be in one place, easily found and referenced whenever you needed it.

Or let’s say that your author wants you to index appendices two and three, but not one, something you learn when they write at the end of an email, “Also, please only index the second two primary sources at the end of the book.” Three months later when you sit down to index, how will you successfully search out this bit of information, perfectly clear in context but opaque to your search algorithm?

But, you say, you’re a very good note-taker. You have recorded all these matters in your project file for the client.

There is still another reason to have a contract. It is a way of ensuring that you not only know the parameters of the working relationship between you and your client but that your client agrees to those parameters (which is why you should not just send clients your contract, but have them sign and date it, as you should too). Do you not typically index appendices unless asked? If it’s there in the text of the contract, you have standing to ask for more money if your client comes back asking you to add them at the eleventh hour. Do you retain ownership over the index until payment is made, just in case a client tries to stiff you while moving forward with using your work in their book? A contract laying this out is immensely helpful when you write to the press and your client’s work (say, their university) to point out their bad-faith actions. Will your client be paying you with external funding sources (a grant, professional development funds, etc.)? A contract is often requested by the funding organizations for proof of the work relationship, in addition to your formal invoice at the end of the project.

What Contracts Should Include

Now that I have (hopefully) convinced you as to the practical value of contracts, let’s talk about what should go in them. What follows are the basic elements. I try to keep the writing in my contract as straightforward and formal as possible, and the length manageable (my standard indexing contract is three pages, with most of page three devoted to signatures and a how-did-you-hear-about-me survey box). I encourage you to adapt the following list to your own needs. My clients are primarily academics, so my contract reflects those needs and expectations. I also update my contract template whenever a situation arises I had not foreseen. That way, it’s covered for the next time. For example, when I started getting booked for manuscripts that weren’t yet fully drafted, I added language to account for the fee changing based on the final length of the text at delivery. You will undoubtedly encounter your own scenarios that warrant inclusion.

In other words, the following list of elements isn’t exhaustive, but it’s a good place to start.

  • Who you are: Your name, your company name, your contact information (email is enough).
  • Your role: Indexer? Copyeditor?
  • Your client: Who is the work being performed for?
  • The project: For me, this is the title of the book I’ll be working on.
  • Scope of work: Will you be providing an embedded index? A design + editorial proofread?
  • Specifications of the job: What does the work entail? I keep this short in the contract. For indexing, it looks something like this: Indexer will provide a traditional back-of-book index to This Better Get Me Tenure, following Academic Press’s guidelines and best practices.* The index will cover all indexable material: introduction, body chapters, conclusion, substantive notes, and figures and illustrations (as appropriate). Non-indexable material includes all frontmatter and backmatter, including bibliography. Appendices will be indexed if requested by Client.”
    * “Best practices” is my CYA. Some press guidelines are woefully out-of-date (such as still asking for a copy of the index mailed to them on a floppy!) or just not in line with modern practices (such as not wanting any double-posting at all). “Best practices” is my way of asserting my authority as the professional I am.
  • Dates: When will the client get you the files? When will you send them back? What happens if the files are late?
  • Format: What file format will the files be sent in (pdf, Word, Google Docs, etc.)? What format will you return the work in? If you need the pdf to be unlocked so you can run your macros, be sure to specify.
  • Relationship of parties: As a freelancer, you’re not an employee of the client, so it’s worth having your status as an independent contractor spelled out. This can matter if you ever need to fill out payroll paperwork for a client’s university. This is where you would also specify the client’s rights to the work and what rights, if any, you reserve (for me, it’s limited to using samples of the work in my portfolio and in marketing materials). Copyright can also be here or in a separate section.
  • Acceptance of work: It’s worth laying out what happens if the client doesn’t accept the work as satisfactory and under what circumstances non-acceptance could occur.
  • Money: Be sure to record the quoted price in the contract and what it does (or doesn’t) cover. Do you provide additional editing of the index after delivery? How many hours of it before you start to charge an hourly rate? Do you do multiple rounds of editing on a manuscript? How many does the project fee cover? Are taxes included in the quote or added on top of it?
  • Termination: What happens if the project is ended by the client after you’ve started working on it?
  • Signatures: There should be a line for the client to sign and date and for you to do so.

Since I keep my contracts as templates that I can personalize for each project, it’s quick and easy to fill out all the little details and know that I’m not forgetting anything. In my template, I have highlighted all the spots that need attention for each project (such as the project fee), so I’m sure not to miss anything.

Final Thoughts

With contracts, I can quickly double-check the project fee when it’s time to create the invoice. In a single file folder on my computer, I an easily access all my project details and compare them when bidding on a new job. I can see at glance how many clients and projects I’ve had in a given year.

Contracts make the business-side of my freelancer life faster and easier, letting me focus on what I truly enjoy: indexing and editing.