Should I Have a Contract?

Whether you are the copyeditor/proofreader or the author, you should have a contract in place. Contracts sound intimidating, but they’re really just written agreements. They establish expectations and rights for both sides. I do not pretend to be a lawyer, and you should definitely contact one if you have legal questions. I’m only addressing items specific to copyediting and proofreading contracts, not general contract items. Let’s dig in to what should be in a copyediting or proofreading contract.

Parties and Scope of Project

The first thing that a contract should specify is the parties involved and the scope of the project. This includes the names of the author and the copyeditor/proofreader, a description of the work that’s being edited or proofread, the extent of work that will be done, and how that work will be done.

Describe the project that’s being edited or proofread including author, title, and length—word count, page count, etc. Consider also describing the purpose for which it’s being edited or proofread, if that’s relevant to the project—for example, the level of work may be different if it’s being presented to the United Nations versus a local neighborhood association. It’s important to show that the purpose is understood by both parties before the work is undertaken.

The extent of work that will be done should be very detailed. For example, it shouldn’t just say that a copyedit will be performed; instead, it should describe what exact actions are involved in a copyedit. Copyedit can mean different things to different copyeditors. It can also mean different things to different authors. Finally, a heavy copyedit and a light copyedit may have different actions. It’s important to define exactly what actions are being taken so that both parties have the same understanding.

It may also be a good idea to list things that specifically are not included to avoid later disagreements. For example, if the author said that fact checking had already been done and didn’t want the copyeditor to spend any time on that, the copyeditor could specifically mention in the contract that no fact checking would be performed.

You may also want to specify that the copyeditor or proofreader is only working on a manuscript that the author considers to be substantially complete—that the author is not rewriting as the copyeditor is editing since that leads to issues with version control.

As part of the scope, it’s also a good idea to specify other details:

  • how many passes will be performed by the copyeditor or proofreader
  • whether the author will be expected to work on the manuscript to address issues in between passes
  • whether regular meetings will be held
  • how communication is expected to take place (e.g., text, e-mail, phone)
  • how quickly responses to communications are expected
  • hours during which each party is available to be contacted
  • anything else that might be important to either party

It’s also important to document how the work will be performed. For example, if the copyeditor or proofreader generally works using Word’s Track Changes or Google’s Suggestions, it’s important for that method to be agreed upon so that the project meets delivery format expectations. Specify whether the author will be expected to accept or reject all changes or whether some changes will be made silently (such as changing all instances of two spaces to one space). Also specify whether the author would like both a marked up copy and a clean copy with all changes accepted at the time of final delivery (some authors may struggle with using Track Changes or Suggestions and would appreciate a clean copy).

Process, Responsibilities, and Deadlines

Defining the process is also important for setting expectations. Here’s a detailed description of my process, as an example.

For new clients, I ask for fifty percent payment up front. I send the invoice based on word count and the agreed-upon level of work, and once payment, the signed contract, and the manuscript are received, I begin work. I do not begin work prior to the first payment or the signed contract being received. If there’s a problem getting either one, then that sets off alarm bells for me.

If I’m doing a copyedit, I make one pass and mark up the document using Track Changes. I have a deadline for this first pass, usually specified in the contract as a certain amount of time after delivery of the manuscript, the signed contract, and the initial payment. Along the way, I may send questions to the author to help me make decisions. Of course, the sooner I get responses, the more helpful they are, but in my contract, I ask for responses within twenty-four hours. After the first pass is completed, I review my comments throughout the document to make sure my question hadn’t been resolved later on, then I send the marked-up manuscript to the author.

At this point, I ask the author to respond to my comments and questions and make any desired revisions. I ask that he leave Track Changes on so that I know places where I need to pay particular attention on the second pass. While the author is working on revisions, I expect there may be a couple of questions; however, these are not expected to be terribly time consuming. I also aim to respond within twenty-four hours at most. After he’s had a few days to review my comments and suggestions, I ask him to give me a date (in writing) when he expects to have it back. That way I can block off time in my schedule to work on the second pass. Both in the contract and at the time this deadline is set, I stress the importance of setting a reasonable date and sticking to it: If there are delays, there may have been other work I could have done but turned away because I thought I would be busy. By the time he does deliver it, he also may be overlapping with a project I already have scheduled.

Once the author makes his revisions and sends the manuscript back to me, I first review the replies to my comments and questions and any changes made by the author (which I can see with Track Changes). Once those are reviewed and any further questions to the author are resolved, we agree to the final deadline (in writing). I do my second full pass looking for any minor issues I may have missed the first time around. At this time, I consider the project to be substantially complete. I send the final invoice for the remaining fifty percent. Once that is paid, the project is delivered to the author with Track Changes still active (plus another clean copy with all changes accepted, if the author desires).

You do not need to be that detailed. However, it is important to outline the basic idea of your process, with enough detail so that all parties know the expectations and responsibilities. For example, it’s important to know that there are essentially three stages to my process with different activities in each (my first pass, the author’s revisions, and my second pass), that new deadlines will be set at each stage (and that they will be set in writing via e-mail), that Track Changes will be kept on by both parties throughout the process, and that half of the payment is expected before beginning work and the remainder before delivery of final work.

You may also want to specify in the contract that the author should not be working on the document while the copyeditor or proofreader is working on the document because it’s too difficult to incorporate changes; it’s much cleaner for all parties to only be working on one copy and for only one party to be working on it at a time.


Of course, agreeing upon a fee is a given. However, there are a couple of ways to go about it. Is the fee a flat number that’s already been calculated and agreed upon? If so, it’s easy to just put in the number. If you’re defining it more loosely as per word, per page, or per hour, you should specify that and also indicate whether there’s any rounding (e.g., if it’s $0.02 per page, specify whether the fee will be exact, such as $1,502.26, or whether it will be rounded to the nearest dollar or even the nearest hundred dollars, and whether it’s rounded based on conventional rules or always rounded up or down). If the fee is based on page count, specify that the page count is dependent on the industry’s standard of 250 words per page to avoid undercharging for a manuscript with narrow margins, no spacing, and tiny font.

You should also agree upon payment terms, such as method of payment and timing. For example, I invoice new clients, usually via PayPal, for fifty percent before I start work and the remaining fifty percent when the project is substantially complete. These payments are due immediately upon receipt; otherwise, the delay in payment holds up either starting work or delivering the final project. All of the details specific to payment should be specified in the contract to show that they have been agreed upon by both parties.

If there are any additional expenses, such as postage, printing, or anything else, specify who is responsible for those. I have a sentence in my contract stating that the author is responsible for any additional fees but that none are expected.

You should also specify at what point a payment is late and what happens when payments are overdue, such as whether there’s an interest charge. If it’s your policy to hold on to the final manuscript until payment is received, it’s a good idea to reiterate that policy at this point in your contract, even if it has been mentioned elsewhere.

Rights and Other Topics

It is important to all authors to specify that the author maintains copyright of the material and that the copyeditor or proofreader is not allowed to distribute or disclose the material in any way without the author’s permission. This gives the author assurance that the copyeditor or proofreader respects their work and will not take advantage of them handing over their manuscript before it is published.

It’s also a good idea to specify that the copyeditor will take care to maintain backups and protect the manuscript while it is in their possession. No copyeditor or proofreader wants all of their hard work to disappear, so it’s a good idea to have backups. However, authors will be concerned about the security of their work, so you should also reassure them that you’re taking precautions to avoid having their work stolen or lost. You may also want to point out that after final delivery, the copyeditor or proofreader no longer has any responsibility to maintain any originals or backups; that responsibility is the author’s.

It’s vital to indicate that while the copyeditor or proofreader may point out suspicions of plagiarism, the copyeditor/proofreader is not responsible for finding it and any plagiarism is the responsibility of the author. Similarly, the copyeditor/proofreader may flag items that may be under copyright as a courtesy, but it is ultimately the author’s responsibility to determine whether something needs permission to publish and to obtain those permissions.

There are some general legal items you should put in that I did not cover here since they apply to all contracts and not to copyediting and proofreading ones specifically. There are a lot of contract templates available on the internet, or you can contact a lawyer. Hopefully your contract remains straightforward enough that all parties can understand it, but it is advisable to have a lawyer look over your template before you start using it to make sure all parties are protected and that the contract is enforceable.

Hopefully this overview gives you some ideas on what you should put in your contract for copyediting or proofreading, either as a copyeditor/proofreader or as an author. Just remember it’s to protect both parties and to set expectations and responsibilities, so consider including anything and everything that’s substantially important to those topics.


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