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to $10,000 a month. The contract your client has calls for them to handle advertising, marketing, and grassroots outreach for Widgets USA. In this case, those three things are almost always handled by three different people. When your client, who handles marketing, calls you, books you, and signs your contract, they have contracted with you to pay you, say, $4,000 for an assignment. If, unbeknownst to the client, the advertising person commits to spending $6,000 on advertising space, and the grassroots person commits to spending $2,000 for an advocacy campaign, the accounting department won't know that they are $2,000 over budget until they are looking at invoices due for work already performed. So, in order to avoid this, the client requires, internal to the client's company, that a PO be issued before your work is performed. That PO locks out others also working on that account from spending that money, and it also lets you know that the money has been set aside and is reserved for you. To make things easier, including the PO number on your invoices can mean you get paid much faster.

One of the major problems with POs is the fine print on them. They are drafted to encompass every type of service and product, and frequently, much of the language does not apply to you. More importantly, when you write in your own contract "this contract may not be modified, except in writing," the PO language that your client presents to you is one vehicle by which your carefully negotiated contract could be modified. Often, POs have work-made-for-hire language, liability waivers, and other very problematic language in them.

Figure 14.2 shows an example of a purchase order from a client. Note under Billing Instructions it reads:

All Invoices, packages and references to the order must contain our Purchase Order number, job number and name of client and be accompanied by a bill of lading and/or receipted invoices when transportation or third-party charges are paid by supplier. Issue a separate invoice for each Purchase Order.

Figure 14.2

Example purchase order.

The problem arises, though, in the fine print at the bottom:

This purchase order ("Order") is given by ________________, on behalf of Client, upon the condition to which Supplier agrees by acceptance, signing or fulfillment of the Order, that all artwork, photography, drawings, slides, negatives, transparencies, digital images, ideas, concepts and other property furnished hereunder (the "Material") shall be to the satisfaction of __________ _________. Supplier hereby sells, transfers and assigns to Client all right, title and interest in and to the Material, including without limitation the copyright in the Material. Accordingly, Client shall have unlimited usage rights to the Materials in all media, including without limitation, all print, broadcast and electronic media now known or hereafter devised, worldwide and in perpetuity. Supplier warrants that it has full right to sell the Material and that same may be used or reproduced for advertising or trade purposes without violating any laws or the rights of any third parties. Supplier further agrees to indemnify and hold harmless _________ ______ and Client against any and all loss, claim, expense, judgment or other damage or liability of any kind arising out of, or resulting from, the performance of this Order by Supplier (including, but not limited to, Supplier's employees, agents, subcontractors, and others designated by Supplier) or the use or reproduction in any manner whatsoever, including for advertising or trade purpose, of the Material.

In this language, you are transferring all rights, including copyright. Here is how we negotiated the language to be more in line with our contract. Note that this PO arrived from the PO administrator after our assignment was complete. It helped that we'd had this issue with this client once before. Here is the exchange:

It is important to understand why they want the date on the invoice to be prior to the PO date. First, having an invoice dated prior to a PO would suggest that