Would you trust this pattern maker?

Posted by Kathleen Fasanella on Jul 23, 2009 at 1:40 pm / Intellectual Property, Personal / Trackback

I decided to write a statement of ethics after one of you wrote me. M, who provides contract sewing services, was burned badly after signing a non-compete. The business she worked for has ceased to exist in anything but name only but she’s still tied to the contract and it’s difficult for her to get work now. Based on that experience, she’s decided she won’t sign any more agreements. Because of this, I decided it would be useful for service providers to develop a written policy statement of integrity that explains the standards they employ with any client as a matter of course. Ideally, this would replace the NDAs entrepreneurs favor.

By way of example, below are the standards I use in the course of conducting my business. I don’t dare suggest anyone else should follow all of these standards to the letter because I’m rather strict but I’d hope others would follow most of them. As this is a work in progress, this document will evolve as my thinking becomes more solidified. Feel free to use whatever is appropriate if you think having a ethical policy statement would benefit your practice. Also comments from designers are encouraged. Would you trust this pattern maker?

My statement is comprised of four sections. I’ve embedded hyperlinks because it’s so lengthy.
My conduct with clients
Disclosure and colleague relations
Courtesies extended to former clients
My expectations of clients

Conduct with clients:
Unless otherwise contractually stipulated, all work is rendered as work for hire. Unless otherwise stated, clients retain all rights to any work rendered on their behalf.

Unless specifically requested by the customer, I do not retain copies of any patterns. A request to retain copies must be made in writing. Revocation can be made verbally or via email. A customer is free to change their mind either way at any time.

I will not manufacture any of my client’s products unless they have specifically contracted with me to do so. Any request for me to drop ship said products (or any work materials) to a third party must be made in writing.

I do not use patterns made for one customer, to generate patterns for another. Caveat: If a client fails to pay owed amounts within one calender year, all materials become my property to dispose of as I see fit.

I do not use any client’s patterns, sketches or materials for projects intended for my personal use without permission.

I have not and will not publicly disclose names of companies or persons I have worked for unless the client or employer has first publicly disclosed they worked with me.

I reserve the right to retain any client correspondence for an indefinite period of time.

I will not advertise, market nor disclose a client’s name, product, or means of production (to include pattern, proprietary sources including materials and contract production) for a period of three years after termination of the work agreement. For a period of 3-10 years, disclosure is verbal only, and considered to be privileged conversation between another client and me.

Because I am a specialist, I reserve the right to work for other clients who may share similar methods, processes, materials and market niche.

I do not copy competing products for anyone. Do not ask me.

I will only copy garments and products that have been in public domain for at least twenty years. If a vintage garment is being copied, I will urge my client to disclose their homage or source of inspiration publicly.

I will freely disclose in opening discussion whether an existing project I have represents a conflict of interest. I will proceed only if all parties are in agreement.

Upon termination of our working arrangement and final payment, I will return all documents and property of the client. Upon request, I will retain copies of materials for at least one year in the event they are needed.

I cannot be held liable if the client disseminates what I would consider to be proprietary information to other parties.

I reserve the right to use sourcing information acquired in the course of working on your project into any other future projects unless it is uniquely proprietary. Proprietary sources specifically refers to products or services that represent competitive advantage and are not likely to be known or are difficult to source by adept practitioners in the community.

I do not use any recent products or materials for demonstration purposes. In the course of writing and training, I use old client material for the purposes of instruction. I retain the right to use dated (three or more years) material for these purposes but do not disclose company name or any identifying information in association with it.

All work in progress, samples and materials are secured before I allow anyone in my shop. Visitors are supervised at all times in my workplace.

I require that any employees or subcontractors I may hire agree to uphold these courtesies. Alternatively, said parties can submit their own version of practices which the client is free to accept or decline.

Disclosure and colleagues
I reserve the right to solicit advice from my colleagues in regard to difficulties that may arise in the course of providing services.

I reserve the right to confer with my colleagues with respect to sourcing materials and additional service providers needed to produce your items.

Unless otherwise specifically stated, I will not disclose your name, business name, label or other identifying information to my colleagues without permission. I will not describe your enterprise or product in anything but the most generic terms possible.

I reserve the right to give references as is appropriate, to colleagues I have referred you to. This information may include payment history and limitations that impact the working relationship. For example, another service provider will need to know if you work a full time job and cannot be reached at a moment’s notice.

I reserve the right to decline to provide referrals or provide sourcing information unless it has been specifically agreed that I will. In the event I decide to decline to provide referrals, your invoice will be credited or monies refunded. Any financial ambiguities will favor the client.

Courtesies extended to former clients
Unless otherwise mentioned, the same courtesy extended to current clients is accorded to former customers.

If a client sells their enterprise to another party, these courtesies are transferred automatically to the new owner without further notice.

If a client dissolves their enterprise (no buyer), I reserve the right to use any unclaimed patterns or materials I may have after a period of one year. In actual practice, I wait three to five years because some entrepreneurs regroup and start anew.

My expectations of clients
If in the course of providing services I have reason to believe a client is using the intellectual property of another party, I reserve the right to withdraw services immediately regardless of whether the other party is a client or not. Materials are returned once the final bill is paid. If payment is not made within one calender year, I have the right to discard, reuse or sell project materials in accordance with my exclusive discretion.

I will only remind a client once that I will not use the patterns (grade rules etc) of one client for another. Ask me twice and I’ll never speak to you again.

If we have an ongoing relationship, I expect a client to refrain from altering or modifying patterns or materials I have provided unless it has been discussed with me first.

Any mention I’m made of my current or past clients in private conversation is privileged information and may not be disseminated in any way without my written permission. This presumes of course that current clients permit me to tell you I am working with them.

I have developed proprietary processes (trade secrets) that are my property and are clearly described in writing. A client is permitted to use them exclusively in the course of product development and production but no other rights to the use of my trade secrets are transferable. Under no circumstances is a client permitted to share this information with any other parties without my written consent.

If a client has not paid past due amounts within one calender year, all documents and materials become my property to dispose of as I see fit. I usually dispose of these items except for patterns which I may use for other clients. Some material may be used for demonstration purposes. In any event, I do not disclose client name or any other identifying criteria.

Summary:
This statement of professional integrity describes how I choose to conduct my enterprise.

15 Responses to “Would you trust this pattern maker?”

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Eric H
July 23rd, 2009
6:16 PM

Wow, this is a lot to remember. I love the idea of a self-imposed policy that is more strict than any NDA ever could be; but then again, I liked the idea of the neo-Victorians in Diamond Age. How do you get employees to sign up to this? Do you have them sign annual policy statements? That’s the basis of any good justifiable termination.

NDAs themselves can be somewhat silly since they aren’t actually useful unless someone gets you into court with a lot of evidence. And since they tend to be waved about by people who are projecting their own values onto others (they assume you are as unethical as they themselves are), they think they will be able to use them against you in the commission of unethical acts. Legally, I think enforcement of a contract to do illegal things is a non-starter. As a matter of public relations, it’s a disaster.

kathleen
July 23rd, 2009
7:06 PM

I love the idea of a self-imposed policy that is more strict than any NDA ever could be.

NDAs can be somewhat silly since they aren’t actually useful… And since they tend to be waved about by people who are projecting their own values onto others (they assume you are as unethical as they themselves are..

I would have to say those are my two major NDA annoyances (other than being useless to protect anyone). They want me to sign a paper that is ethically inferior to my internal moral compass that requires no scrutiny much less a signature AND, those who are most obsessed with idea protection are precisely the people who are most often using or abridging someone else’s. When someone whips out an NDA, my first thought is the client wants one because if the shoe were on the other foot, it would be necessary (presuming it’d have the desired effect, which it won’t) to keep them honest. You project that which you are. No thanks, I’m happy to dodge that bullet any day.

Esther
July 23rd, 2009
7:46 PM

Thanks for sharing. It gives me some things to think about.

Elaine Good
July 23rd, 2009
10:24 PM

Thanks for this, Kathleen. Lots of food for thought.

Could you explain when something like this might be needed? I’m not sure I follow what’s being said here–
“I reserve the right to decline to provide referrals or provide sourcing information unless it has been specifically agreed that I will. In the event I decide to decline to provide referrals, your invoice will be credited or monies refunded. Any financial ambiguities will favor the client.”

Alison Cummins
July 24th, 2009
9:41 AM

I do trust this patternmaker!

Clara Rico
July 24th, 2009
10:24 AM

Yes, I would trust you. Usually when someone gives you a list of “rights and responsibilities” they give themselves all the rights and try to make you sign away any rights you should have. Here you are actually educating the customer on how they should be treated at the same time making clear how you respect all designers. You also make it clear what is considered unethical, such as using someone else’s grading rules, so newbies don’t unintentionally make that mistake.
After reading this I am once again impressed with your integrity. You even give the client the benifit of any doubt, at your expense!

dosfashionistas
July 24th, 2009
7:58 PM

As usual, you give us much to think about.

Have you gone over this with a lawyer? It would seem to be a prudent thing to do, if only because words and phrases that mean one thing to us can actually have a different meaning in terms of the law. (Told this by a lawyer.)

Happy weekend. Glad you heard from the machine man!!

Kathleen
July 28th, 2009
8:14 AM

As usual, I’m guilty of responding to comments via private email and forgetting to also post here. Elaine said:

Could you explain when something like this might be needed? I’m not sure I follow what’s being said here–
“I reserve the right to decline to provide referrals or provide sourcing information unless it has been specifically agreed that I will. In the event I decide to decline to provide referrals, your invoice will be credited or monies refunded. Any financial ambiguities will favor the client.”

I don’t remember exactly how I explained it to her but the first part [“I reserve the right to decline to provide referrals or provide sourcing information unless it has been specifically agreed that I will"] means that at the start of a relationship, I may not be willing to tell all if we don’t even know each other. Nearly always, I do an intake (at no charge) before a consulting session to see what the client needs. It is during the intake that I will tell them if I can help them or not and if not, who would be a better choice for their particular difficulty. As it happens, the situation (below) has never come up. I just put in that caveat in the event it did one day.

The second part, the caveat [In the event I decide to decline to provide referrals, your invoice will be credited or monies refunded.] means that if I were to have doubts about the client, meaning they’ve ignored all of my advice, I may decide I don’t want to give them referrals because they could make me look bad with my suppliers and colleagues. Like I said, it has never happened that I said I’d do something like provide referrals and then fail to follow through.

The third part [Any financial ambiguities will favor the client.] means that if I start to have reservations about a client and decide I don’t want to work with them anymore, I either refund their money or fail to invoice them. I should clarify that “fail to invoice them” thing. I am very bad about invoicing. I’ve done work for quite a few people and never invoiced them but I still assume we have an ongoing relationship. Iow, if you’re one of those people I have not invoiced, it doesn’t mean I’m not available if you need me again. If I don’t want to work with someone anymore, I will say so.

Sarah (dosfashionistas): No, I haven’t gone over this with a lawyer, this is but a draft. I probably will at some point once I have had time to think it all through and test it by giving it to potential clients to see what gaps may remain. My point being I only want to pay an attorney once. If a client wants me to sign theirs, I will only do it if they agree to pay an attorney of my choosing to rewrite it so it doesn’t contradict my version.

Vesta
August 3rd, 2009
12:14 PM

Yep, I would work with this pattern maker. I would not, however, ever recommend a service provider to my nextdoor neighbor. She has made two people completely miserable (a painter and an arborist, both of whom I’ve worked with for years), and I feel terrible for throwing them under the bus. I say this just to illustrate why Kathleen would refrain from making referrals for someone she has doubts about.

Also, I was once standing in the shop of a pattern maker. While I was there, she took a call from a sewing contractor ranting and raving about some DE sampling them to death, then not following through with an order. They told this patter maker that they would no longer take DEs unless she personally referred them. So you can imagine that she screens DEs pretty well before sending them along.

[...] you should buy the product, take it apart and make a pattern from it even though others do that, I think that’s unethical regardless of how many people do that. If you did, it wouldn’t be yours no matter how you [...]

[...] I understood. He wanted to know if there was anything I wouldn’t do. I paused. There’s lots and lots of things I won’t do so I asked him to be more specific. He said for the umpteenth time that he wanted suit and maybe [...]

Christina
September 6th, 2012
2:52 PM

You have some great points included in your statement of ethics, many of which I include in my own contract with clients. There were many more, however, that I hadn’t thought of but which I should and probably will include in my own contracts in the future.

I’m still confused about the NDA issue though. Any NDA that I’ve seen has included many items that you have here in your statement of ethics. I don’t understand why a sewing contractor would be impacted by a business that went under, unless they signed a non-compete instead of an NDA. The only negative impact I’ve seen from an NDA would be if a business is directly copying another company’s work yet requiring contractors to sign an NDA so that they can’t disclose the fraud. I would doubt that fraudulent or illegal activity could be legally bound by an NDA anyway.

Pam
March 2nd, 2013
8:05 PM

Kathleen – Do you actually have a contract in addition to this policy? The only reason why I ask this is, if conflict occurred and attorneys got involved, how would you make these policies legally binding if neither you nor your client have signed them? Please note I am NOT asking about NDAs, just a work contract in general.

Also, while you correctly point out that this shouldn’t be a problem with “established” contractors in these tough financial times, with companies closing, relocating and changing owners –it is hard to really who is trustworthy and who isn’t based on how long they have been in business alone, if one is a newbie and doesn’t know the industry to begin with.

[...] previous customers, the best way to do it would be to hire their old pattern maker so this is why it isn’t considered proper to do [...]

Kathleen
August 20th, 2013
4:17 PM

The only contract I have is a work order. Discussion (in writing, via email) and technical documentation twixt the two parties is more useful but also, constitutes sufficient grounds for whatever.

As far as knowing who is trustworthy, it’s my currency. That’s why people pay me. This is very much a relationship based business. If someone sells their business, there is no way I will not know. And if one is a newbie and doesn’t know the business, that’s why I wrote the book and I don’t take someone who hasn’t read it. [And if they don't go through me, more power to them. I wish them nothing but the best.] As I said at the outset, this is how I choose to conduct my business; it’s how I manage my affairs. I specifically stated that not everyone does this. Fwiw, most reputable contractors won’t sign NDAs either.

None of this is certain, none of this is iron clad but then neither are contracts. Contracts are not an insurance policy.

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