A Day in the Life of a Contracts Manager
Real talk: I didn’t start my career with the intention of working in contract management. And yet, here I am.
I was an assistant at a literary agency when I first learned how to read a publishing contract. Part of my job was vetting signing copies when they came in from the publisher. I would pull out the draft negotiations, lay them alongside the signing copies, and then go through line by line to make sure that everything the agent negotiated was present (or in some cases deleted) in the final copy—flagging any inconsistencies. When I started working specifically on subrights and foreign rights I spent even more time on contracts, and when I made the switch from literary agencies to publishing houses I started working in contracts full time.
But what does contract management actually entail?
Drafting means creating the contract. Once the editor has extended an offer and been accepted the deal memo gets kicked over to me. I select the appropriate contract type and then enter all the unique information into the template: author details, book title and specs, advance and royalty amounts. If it is a book being represented by an agency with which the publisher has an existing boilerplate, then I make sure to include all the previously agreed-upon language as well.
I then send the first draft of the contract to the agent (or the author directly if they do not have representation). If we’re working off an established boilerplate than it’s likely that there’s going to be little to no negotiation since everything that was previously agreed upon will be carried over to this new contract. But if there is no existing boilerplate, then this is the point at which negotiations happen, usually in a few rounds of back-and-forth.
The agent will review the first draft of the contract and come back with a list of requested changes and their reasons for the requests. I review the requests and respond to each one with a yes, a no, or I ask for more information. The contracts department is usually equipped to handle the majority of these negotiations directly, according to the publisher’s policies and practices. I've been working with contracts for several years now, and there are very few requests that are entirely new to me. But there’s an exception to every rule, and when a request comes in that falls outside my authority I call in reinforcements. Some contract managers are lawyers; some are not. I am not a lawyer. Publishers will either have a lawyer working in-house, or they will have outside counsel. Requests that cannot be handled by the contracts department directly are escalated for review and approval.
Eventually (and I do mean eventually. Negotiations can take quite a long time) the agent and the publisher will come to a final agreement on all terms, at which point it’s time to draft the final signing copies.
Once the contract is final it’s sent off for the author’s signature. The majority of contracts are sent electronically, but at times I do print off and mail hard copies. We need one copy of the contract for each party, so a one-book deal will need three signing copies: one for the publisher, one for the author, and one for the agent (an agent does not sign the contract, but as the author’s representative earning a commission on the sale they receive a copy for their records). If it’s a multi-book deal the publisher will sometimes request an additional signing copy for each title. So a three-book deal would need five signing copies: three for the publisher (one for each title), one for the author, and one for the agent.
It’s my job to send the appropriate number of copies to the appropriate party, and then track them until signatures are returned. And industry standard insists upon "original" signatures, not scans, so once signed the contracts need to travel through the mail.
When the signed copies of the contract arrive I have to review them and ready them for counter-signature. I review to ensure that I have the appropriate number of signed copies, and that nothing in the document has been changed from the final copy that was sent (believe it or not, this is not an infrequent occurrence). If everything is correct then I prepare the contract for the authorized signer. Unfortunately it’s not as simple as handing it to someone to sign and then standing there while they sign it and hand it back (if only!). The details can vary, but in general it includes attaching the deal memo or offer so that the signer has context for the document, and a written report regarding the changes that were made to the contract and why. Most authorized signers tend to let contracts stack up a bit and then sign a lot in one fell swoop, so part of my job involves keeping track of how long things have been sitting and then nagging the authorized signer with increasing urgency.
Once the counter-signed contracts are returned to me I have to do a lot of data entry. Again, this varies from publisher to publisher, but there has to be some way of informing various departments across the company about the details in the contract because it affects the way they do their jobs. Production needs to know about the delivery schedule and accounting needs to know the advance and royalty structure. The rights departments need to know which subrights were granted to the publisher at which splits. So it’s my job to make sure that each department has the relevant information. Sometimes that involves entering everything into one database that the entire company can access. Sometimes that means contacting each department individually with the pertinent information.
Fully-executed copies of the contract are then mailed to the agent and the author, the publisher’s copy is filed, and if there’s an advance amount due on signing the accounting department is notified.
Those are the four main components of contract management (although of course there are countless other tasks involved, as there are in any job). Bringing a single contract all the way through the process can take months, and at any given time I have an entire catalog’s worth of contracts up in the air at various stages of the process. I live and die by incredibly detailed excel sheets.
I would not have guessed that my career path would lead to contract management, but I'm not sorry that it did. I get to write "Congratulations!" on a post-it note when I send a debut-author their fully-executed contract. I have a small hand in making someone's dream come true.
[box type="info"]Hungry for MOAR CONTRACTS? We did a podcast episode about a few of the most important contract clauses for authors to read and understand, and if that small sampling left you wanting more then have no fear! We’re planning future podcast episodes around additional publishing contract clauses, and of course I'll be writing about contracts—among other things—here as well. And if there's something in particular you'd like me to focus on, let me know![/box]