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Client is terminating a contract. Help!

Active Member
Austin B Member Since: Jul 13, 2018
1 of 7

I have a client who will be terminating an hourly contract, and there are a few issues I could use advice on. The work is for architectural drafting services, in the contract agreement he stipulated this is a 'work made for hire' contract, meaning he retains the copyright for all work produced.

 

A quick summation:The client hired me for a hourly pay basis, I have spent over 130 hours working. The quality of work is great according to the client, however the delivery schedule is the reason for the termination. The client sent me what appears to be copyrighted material to reproduce, I have been interpretting these drawings to create original works, but I have not been able to meet the schedule (client is asking me to maniupulate other people's drawings). The client is asking I send all work products to him by end of day. 

Three questions: 

 

1) Is a 'work made for hire' contract enforeable by the client on Upwork's platform? (there are no termination terms stipulated)

 

2) How to be compensated for products of work outside the original scope: The largest work product is a digital BIM model, which coordinates the design and all its documents. This was outside of the originally stated delivery services, and the client is wanting this model as a product of work without additional compensation. 

 

3) Do I have a legal basis to require a termination fee from the client?

 

 

Community Guru
Petra R Member Since: Aug 3, 2011
2 of 7

Austin B wrote:

 

Three questions: 

 

1) Is a 'work made for hire' contract enforeable by the client on Upwork's platform? (there are no termination terms stipulated)

 

2) How to be compensated for products of work outside the original scope: The largest work product is a digital BIM model, which coordinates the design and all its documents. This was outside of the originally stated delivery services, and the client is wanting this model as a product of work without additional compensation. 

 

3) Do I have a legal basis to require a termination fee from the client?


1) Upon payment, unless you have a contract to say something different, all the work belongs to the client, along with all rights.

2) Did you not track your hours? That is how hourly contracts work: You get paid for the hours you work, whether in scope or not.

3) No. A client can end any contract any time. As long as you tracked your hours, you get paid for the hours worked, that's it.

 

Active Member
Austin B Member Since: Jul 13, 2018
3 of 7

Thanks for the reply Petra, even if it's bad news for me. I have turned other work down because of planning for this job, and I am worried about getting a negative review which will affect my ability to attract future clients so I'm looking for advice/resources to guide me through the termination. The quality of my work is very high and this is the first time I've had this type of issue. Have you gone through a similar scenario? How can one salvage the situation?

Community Leader
Wes C Member Since: May 3, 2019
4 of 7

To me, the only path you can take here is, if you haven't already done so, tell him when you could finish the work by and ask, politey and only once, if he'll give you that extension. If he doesn't, send him everything you've done to date, thank him for the project, and wish him luck.

 

Assuming you've tracked the time properly in the tracker you should be paid for it.

Community Guru
Petra R Member Since: Aug 3, 2011
5 of 7

To be brutally honest, if you can't negotiate with the client to come to an agreement,  the contract may end not so well and of course the first feedback is the most important because it is the only one at that point.

 

The thing to take away from this is probably to manage client expectations carefully and realistically and every step of the way from before accepting the contract.

 

Did you discuss why it is taking longer with the client?

 

It sounds like the client loves your work but has budget issues? 

Community Guru
Kathy T Member Since: Jul 17, 2015
6 of 7

Austin B wrote:

I have a client who will be terminating an hourly contract, and there are a few issues I could use advice on. The work is for architectural drafting services, in the contract agreement he stipulated this is a 'work made for hire' contract, meaning he retains the copyright for all work produced.

 

A quick summation:The client hired me for a hourly pay basis, I have spent over 130 hours working. The quality of work is great according to the client, however the delivery schedule is the reason for the termination. The client sent me what appears to be copyrighted material to reproduce, I have been interpretting these drawings to create original works, but I have not been able to meet the schedule (client is asking me to maniupulate other people's drawings). The client is asking I send all work products to him by end of day. 

Three questions: 

 

1) Is a 'work made for hire' contract enforeable by the client on Upwork's platform? (there are no termination terms stipulated)

 

As long as a client pays for the work they own the rights. They can do anything they want to the work received, (rewrite it, redraw it, or even sell it to someone else.)

 

2) How to be compensated for products of work outside the original scope: The largest work product is a digital BIM model, which coordinates the design and all its documents. This was outside of the originally stated delivery services, and the client is wanting this model as a product of work without additional compensation. 

 

On hourly contracts, you are paid for the HOURS you track. Assuming that you tracked the work done that was outside of the original scope, you are paid for it. That's why hourly contracts are the best course of action for jobs with "scope creep." On fixed rate jobs, you don't get paid for scope creep, but on hourly jobs, a client can ask for endless revisions etc and you'll be paid for that. 

 

3) Do I have a legal basis to require a termination fee from the client?

 

No, you have no legal basis. Clients can terminate a contract for whatever reason (or as Preston says) no reason at all. Unless you had a specific contract drawn up that included a termination clause and the amount of that clause was deposited into escrow there's nothing you can do. And I highly doubt if you start including termination fees, that clients would want to work with you. 

 

You can try explaining to him why it took so long and see if he would continue working with you, BUT. do NOT harass him. If he closed the contract he closed it and it's time to move on. 


 

Community Guru
Tiffany S Member Since: Jan 15, 2016
7 of 7

Austin B wrote:

 

1) Is a 'work made for hire' contract enforeable by the client on Upwork's platform? (there are no termination terms stipulated)

 


Arguably not. The circumstances under which a work may be deemed work for hire are dictated by federal law, and are much narrower than those purported to be incorporated into Upwork's default contract. You can see the specifics here: https://www.copyright.gov/circs/circ09.pdf

 

That said, you'd want to look closely at the barriers to pursuing any such claim and likely remedies to assess whether you would really benefit from fighting the client. You've been paid nearly $5,000, and it seems paid for every hour you worked, so it's not clear what you're looking for from the client. Termination clauses are not common on Upwork and the general rule here and of freelancing in general is that either party can terminate at any time unless otherwise specified in the contract. If you didn't negotiate for that, you aren't entitled to it, and it's unlikely that legal action would ultimately benefit you.

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