Thursday, March 10, 2011

When written agreements don’t reflect the truth

About a year ago, a reader from Boston who is a freelance consultant started doing work for a new client. The client sent her a contract, part of which has the consultant agree that the client will be her only client for the duration of the contract. The contract is renewable every three months.

In a face-to-face meeting when they were first talking about doing business together, my reader told her client that she would not be giving up her regular existing clients, but the new client put the exclusivity clause in the contract anyway.

My reader signed the contract even though she knew she already had several other clients for whom she planned to continue doing work.

“They don’t have room to complain because I deliver all of their work on time and they like what I give them,” my reader tells me. “I wasn’t willing to let go of long-term clients whose work is intermittent but regular.”

My reader acknowledges that her workload gets “crazy at times,” but she always gives this contracted client priority. “They ask a lot of me,” she says. “It’s nice getting a regular monthly paycheck, but it’s not enough to warrant dropping my other clients.”

All has been going well between my reader and her client over the past year. No questions have come up about my reader’s other clients.

But now the CEO of her client company wants to connect on LinkedIn, a business-oriented social networking site. Many LinkedIn members list their work experience and current work projects. My reader’s LinkedIn page includes copious details about her extensive body of current work.

In a perfect world, listing professional relationships on a site like LinkedIn could be a boon to someone’s business. Such listings can let the world of prospective clients know how highly your work is in demand.

But my reader now finds herself worried about what her client will learn when she sees her page.

“She’s going to see all of my present clients and work I do, which is a lot!” my reader says.

Still, she says she’s going to accept her client’s request on LinkedIn, but not say anything and just see what happens.

It’s a worry that didn’t need to happen.

My reader did the right thing by telling her client right off the bat that she had existing clients with whom she planned to continue working. But by not requesting that her contract be corrected to reflect this by excising the exclusivity clause, she now finds herself in a predicament. By signing the contract, she agreed to something she knew did not accurately reflect what she planned to do.

Since the contract comes up for renewal every three months, the right thing would be to make sure that the language in it is corrected to reflect her work reality. She’d be wise also to try to rectify this before she agrees to link up with her client on LinkedIn because it would be better for my reader to clear the air before her client discovers that the agreement she thought she had with my reader does not reflect reality. 

Jeffrey L. Seglin, author of The Right Thing: Conscience, Profit and Personal Responsibility in Today’s Business, is an associate professor at Emerson College in Boston, where he teaches writing and ethics.

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