If you’re a freelance graphic designer (or any profession for that matter) and do not have contracts or standard terms and conditions that you provide your clients to sign prior to starting a project… well let’s just say you’re silly. You will at some point need it to protect your business, as for the reason I am writing this is due to a recent incident in which my contract protected me.
Building your own design contracts isn’t always easy—there’s much to include, but once it’s written and out of the way it’s as easy as hitting ‘attach’ and ‘send’ in your email. Often at times, client’s ask specific requests so I can easily tailor mine to fit their project if need be.
Instead of covering each and every angle of a design contract, below I have listed the basics and essentials to include in your standard graphic design terms and conditions or contracts. Feel free to add more in the comments below.
1- Project details
In this part of your contract you should state exactly what the goal of the project is, what exactly the client is receiving as a final deliverable and the estimated time frame to which it will be completed.
2- A Definitions section
Defining keywords that the client might read throughout your contract is essential – this way the client is clear about what you are stating and understands what you are referring to. My standard terms and conditions list the following definitions:
- Agreement
- Client Content
- Copyrights
- Deliverables
- Designer Tools
- Final Artwork
- Final Deliverables
- Compositions (aka “comps”)
- Project
- Third Party Materials
- Trademarks
3- Length of the proposal
This allows the client to know how long your “offer” or proposal is good for and how long the offer stands if, or if not accepted.
4- Fees and other charges
This is an important one as you might have guessed. This lets your clients know exactly what both you and them are responsible for and when its responsible. In this section of my contract I include:
- How much down payment is required prior to the start
- When the final payment is due (prior to the release of the Deliverables)
- What expenses the client is responsible for – ie: printing costs, PayPal fees, long distance calls, shipping, etc.
- Additional costs the client is responsible for paying – stock photography, fonts, etc.
5- Changes and “after–contract” additions
I’m certain, if you haven’t already, worked with someone who continuously requests an unreasonable amount of changes – remember time is money and any requests or changes outside the scope of the project must be accommodated for.
Also include:
- How much you will charge for additional “after-contract” changes
- How much change constitutes your additional rate – ie: “Client requests changes that amount to a revision near excess of 30%”
- Additional time charges – The reasoning for this is too prevent clients from taking extra hours of your time or “sitting” on a project. I’ve sent client comps only to get a reply 3 weeks later. Now the time frame of the project has been substantially increased since feedback was required in order to proceed.
6- Client / Designer Responsibilities
Knowing who and what each party is responsible for is important and must be stated up front; ie: printer collaboration, typographic errors, etc.
Also if the client provides you materials to work from and they’re lost or damaged it must be accounted and compensated for.
7- The right to promote your work
You will find some clients who are uneasy about showing “their” work, but remember as a designer it’s your work and you should have the right to showcase it in your portfolio.
8- Confidential information
As a business (and trust me all business do it) we have the right to keep certain information private and between the designer and client. Make sure to provide the same and respect your clients information.
This can be an important area to include if you will be working with other designers and/or contractors and also the relationship between the client and designer; ie: The client and designer have the right to work with others of similar services. In addition, I state that my clients must inform me prior to signing the contract if any other parties will be working on the same project. This will eliminate ‘bidding’ (aka spec work) on projects.
9- Termination policy
Unfortunately from time to time you will have a client that backs out on the project midway through or more. This is important to state what happens in the event of termination and who is responsible for what.
Include that the designer should be compensated for:
- any advance payment (which is why I typically ask for 50% up front – let’s you know that the client is more serious about the business relationship)
- a prorated portion of the fees due
- hourly fees, and make sure to reinstate the hourly rate
It’s also important to state the opposite if you, the designer, are unable to complete the project and how the client will be compensated.
PLEASE NOTE: The above guidelines are only a starting point and should be included in every design contract. They should be adapted over time, modified as needed and specific to each designer.
What are some other essentials that you include in your design contracts or standard terms and conditions?
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[...] Off The Social Buzz In Your WordPress Comments 15+ CSS Tips and Tricks 60+ Must Have jQuery Toolbox What to Include In Your Design Contracts 30 Handy Cheat Sheets and Reference Guides for Web Professionals 10 Handy WordPress Comments Hacks [...]
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Hey what theres’ an oversea client? what do u suggest in such circumstances?
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[...] What to Include In Your Design Contracts A list of the basics and essentials to include in your standard graphic design terms and conditions or contracts (tags: business freelance resource design reference) [...]
This post has been very helpful, it’s been a great starting point in getting myself set up correctly. Keep up the good work!
Brian,
This looks like a great informative post. I haven’t read it yet, but I have book-marked it so I can read it on a later time. I really enjoy design-business related posts like these. Keep them coming.
Best,
David
One more thing some people might want to add: In many cases for example with identity design, you might want to include an “AS IS” clause outlining that you are not responsible for trademarking and that your work, while your own, is provided as is and they will need to have their legal team to the legwork to make sure they will be able to get a registered trademark.
Good tip on including that the deposit is non-refundable.
My tip is to spend the dough to have a lawyer read through your contract and assist you with drafting something that is clear and protects both you AND the client. I think the key to a signable contract is that the language is not too difficult to read/understand and that it clearly spells out the agreement between the two parties. Laws can vary from one location to another, so even though it will require putting down some cash, having a lawyer review/draft your standard contract will save you a lot of headache in the long run. Our lawyer had some great negotiating tips that he shared with us during the contract drafting; all in all, very glad I hired him.
I read another good tip on FreelanceSwitch the other day: include a clause about who owns the artwork. The client obviously is buying finished product (web design, photo, etc.) and should own all rights to that, but the ASSETS which were created in creating the design are very valuable and should not be given away without a charge. I’ve had clients balk on this on the past but they were also not clients I’d choose to work with in the future. I think it’s fair to charge for this (as long as it’s reasonable) and plan on doing this in the future.
Also, I think it’s important to specify usage. I.e., a client should not be able to take your web design and have another (often cheaper) designer create (i.e. copy) a brochure based on your artwork. They do this more than I’d like to admit, but if you include a clause in your contract that you are not agreeing to this, it may deter them from doing it.
Thanks for a great write-up, and for some informative points in the comments. I always struggle with communicating all of these points with brevity and clarity. I’ve had some clients who just don’t read it all. Its obviously not my fault if they don’t read it, but it certainly impedes the process when you have to explain where you are coming from after having written it down already. Now I find it is worthwhile to review it together with your client when you deliver it- either by phone or in person.
Great article! Definitely a must have. Fortunately I have a lawyer but here is what mine looks like in a nutshell:
I break up every project into four stages, each stage has a min – max cost and I must receive the min cost before I start that stage. Each stage must be signed off before I move on to the next stage.
Both parties can terminate at the END of any stage. Any monies paid are completely non-refundable (seeing as we would be mid stage). I must receive feedback/docs etc within 2 weeks or I have to reschedule your project. Designs are normally two or three routes with three revisions each during creative development or as per number of hours allocated. 10% of the invoice is added every 30 days after an invoice has been issued, after 90% it goes to a collection agency.
I can refuse to work on a project and terminate a project if content/media is below standards (so don’t send me shitty stock photos and expect that I’ll make it happen). Everything must be written, via our extranet or signed letters.
If you want a copy of my T&C feel free to email me and you can use as a guide. I just had to “fire” a client last week, first time in seven years and these things do come in handy.
After being burned by a Client that changed their mind after I had already completed the project, I added the Termination policy to my contract. I also added language saying that each phase of the project had to be signed off on before moving to the next phase. It is SO important to get everything in writing. The AIGA has a great template.
Great read. Thanks!
Things i did not think about….but I am learning. that these things are important to maintain client expectations.
Very informative post + comments thanks.
Being paid within 30 days of invoice is my only term :(
[...] Generally, my article ideas are inspired by my work and experiences as a designer. For example, my ‘What to include in your design contracts’ article was inspired from a recent interaction with a client where I felt that I needed to reword [...]
[...] A contract doesn’t have to be complicated. Check out Brian Hoff’s simple post about What to include in Your Design Contract. [...]
It is “stumble” that brought me here.
I am sorry about my English.
I’ve made several of websites to my friends. I don’t provide their urls because it could be considered as advertising. They are only in Bulgarian (Google maps, Wikipedia). The time when you can become a millionier is gone. Trust me.
[...] What To Include In Your Design Contracts [...]
Looking back a few years ago, when I used to work as a freelancer, I wish I had contracts with some of my “clients”. Maybe it wouldn’t make a big difference, no contract can save you from the hassle and pain to deal with certain people..
[...] What to Include In Your Design Contracts I really enjoyed this post. As a web designer who wants to start freelancing, this article seems like a great source of information to use when starting to write a contract. A contract is a vital part of freelancing because it covers you and your clients from liability. Brian goes over some sections he puts in his contract and offers some other very good opinions in his post. [...]
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Good article! A few of my “bad clients” were my own fault for not having a better contract. There a few other nice safeguards to be found in the AIGA template design contract. You can find in the resources section of their site. Good doc to peruse if you want to make sure your bases are covered.
Wow, it is hard to make a good contract :P
Hmmm, most designers are not at all thrilled with having to run a business too… We tend to like the free-floating artsy things in life… Oh well, if you wanna eat… We all have to play that game.
Have you seen Andy Clarke’s ‘killer contract?’ http://24ways.org/2008/contract-killer
[...] 10 great, but not so well known typography blogs « re-winder 2 Likes What to Include In Your Design Contracts Below I have listed the basics and essentials to include in your standard graphic design terms [...]
Excellent piece. This applies to many industries such as ours… custom printing services. We have to detail everything out.
Thanks.
Very nice. Thanks for the great ideas.
The AIGA is indeed an excellent resource for contract-writing examples. But theirs is also a seriously heavyweight document, running at a few dozen pages. Many clients (except perhaps the bigger ones who are more used to dealing with large contracts full of legal phraseology) would simply be frightened away. I think that there is a tricky tightrope to be walked between covering all our bases but, at the same time, not presenting the client with a document that makes their table creak under the weight.
It’s easier said than done, of course. I have a contract that I distilled from a dozen or more sources (including both the AIGA one and Andy Clarke’s ‘killer contract’); It covers everything, I think, but I still find it a bit imposing. I’m always looking for ways to trim it down and ‘friendly’ it up a bit, but it’s difficult. The law often requires things to be stated explicitly for them to be enforceable, and if you go for too chatty a style it might prevent you being able to rely on the document legally.
Hopefully over time I’ll be able to streamline my own document a bit more.
Thanks!
Valuable info, I love the inclusion of no.7 – so very essential and overlooked.
Rick,
Although having “friendly” contract is good in the eyes of the client, it is not recommended to protect your own interests. This is why I state my legal document as a Standard Term of Agreement for Design Services as it not only protects my interests but my clients as well. Also, I keep a guide on the earlier pages so my clients can easily scan and jump to information as they wish.
Also, having your contact looked over and revised where needed by a lawyer is recommended. Clients that usually have tendencies to bail are typically the ones who like to read the contracts in depth. Cover your ends and your loop holes. Treat your independent business just as a Fortune 500 business… clients will respect your professionalism even though you have a 20 page Agreement.
Overall a light summary of building a contract, but a good starting point I would say. I agree that the term “Deposit” should not be used in a contract for creative services, however, (sorry R. Hicks) using the term “Retainer” is also incorrect as this is more common to an attorney, adviser, counselor, or consultant… not web developers. The definition of Retainer is more like this: the fee paid to retain a professional adviser. The client is not paying you a pool of money that may be partially returned in credit, so the most applicable term to use is “Fee” i.e. starting fee, midpoint fee, final fee, etc. You could even use starting payment, but I find that the phrase seems too burdensome to the client. The definition of Fee goes like this: a charge or payment for professional services. Remember your fee is the final or partial figure to the client whereas your rate is your charge per hour.
Re: Ross Kimberly – I just downloaded and read your e-book, Contracts For Software Developers Who Hate Contracts…. Sorry sir. I can’t imagine anyone using your template as a guide for a good contract. It’s the worst, shortest, most abstract contract guide I have ever seen on the Web for creative services.
To alleviate all of the confusion of what percent you should ask for up front, you should ask for 50% up front on smaller projects, and 33% up front for larger projects. For example, on a larger $40K project no company is going to hand you a check for $20K up front as they see that as too risky, but they will hand you 33% up front.
Re: Brian I strongly disagree with your advise for having a petty Termination Fee. We are not a greedy, evil phone companies. Points of termination should simply be based on a pro-rated timeline. Part of the point to having a starting fee is to compensate for your time IF the client should back out. The starting fee insures you and therefore you do not need a termination fee. A termination fee is too petty and will only hack clients off even more.
RazorX,
I am going to have to disagree with your “strong disagreeableness” on Termination Fees. Perhaps, my statement in the article was misunderstood so I’ll provide an example. Let’s say you collect 50% upfront for a project and you get all the way through until let’s say 95% the project in its entirety. After hours, weeks and/or months of work you are more than 3/4 through the project, but you only received 50% payment. This does not add up in my opinion. Not only are you loosing out on the remaining 50% but you might have also passed on additional work that might have come during your disregarded project. In turn you not only lost 50%, but another 100% of a potential new client that you passed on because your workload was at its max. You’re time should be compensated for if it reaches over the 50% mark. Just because I completed all the research, steps, process, sketching, refining, etc of a logo and you don’t want it doesn’t mean that you shouldn’t pay for my time. This is not only about design. It’s also about running a successful business. And we all know in business, time equals money. In my some odd years of running my own business, I have never come across a client that has turned down work because they were uncomfortable with this. On the other hand, I’m not saying what you stated was incorrect. It is just a way that you personally choose to run your business, and in the end that’s what makes us all unique and learn new things.
[...] What to Include In Your Design Contracts by The Design Cubicle [...]
Re: Brian,
I understand your 50% example very well, and I have several years of experience running my own web and graphic business too, so I’m speaking from experience and not from my personal opinion.
First you must have safeguards (withholding measures) built into your design process. For example, in web development – the client gets cut off from the test server of their “being developed web site” if they terminate early or fail to make the final payment. In a logo situation you will always have a water mark covering your logos until they pay in full, etc. If they want the materials they paid for, then they need to pay you up to the point they terminated. The lesson is… you always have safeguards established along the way to insure payment for work done. The same principle could be applied toward getting your car worked on. If you don’t pay for the parts and the labor, then you won’t get your car back, OR they will yank out the parts they put in and you may get your car back, but unfixed.
Now back to a termination fee. Tell me how many actual times an “upset client” terminated with you after a 50% mark, you then sent them a termination fee notice, and the already-angry client actually paid that termination fee?
Part of passing on or passing up work during another project is just a part of being in business. You have no idea or way to predict the future to discern whether or not that passed up work would have been profitable or not and at what value.
@TRazorX … Well a mechanic can always slap a mechanic’s lien on your car and hold it hostage until you pay the repair bill. You can, to some extent, do that with your web design projects as well, especially if they haven’t gone live yet. But as far as the termination fee is concerned, sure, no one is likely to pay that just because your contract says they should. In order to enforce some of the terms of your contract, you’ll have to hire a lawyer and take your former client to court. But the fact that the terms are there, and that there’s a contract in place at all, makes the assumption valid that you would be fully willing to do just that if need be. Normally, that’s enough to stop most folks.
But contracts are like locks. They only deter honest people. :)
Re: Joni Mueller,
Yes.. he he, like locks that only deter honest people… agreed. :)
It’s easy enough for me to pull the plug on their web site even if it’s at a live point, as I retain the master server account info. I guess the point I wanted to drive home was that creative professionals are not without their resources for “withholding and safeguarding” their work as they go along. I’ve never had a client terminate on me yet, but I also have it in my contract that I retain all their source files too. If they did terminate and wanted to take their web site and (whatever else) to another developer they would also be paying me additional money to take those developed source files (.psd, .fla, .ai, etc.) as well.
Protecting logos is fairly easy to do. Your designs can include water marks, the logos could be at a smaller resolution, or maybe you present it to them online enclosed within Flash until it’s finalized. Also you don’t hand over the source file(s) so they could take it to a printer “until” they have paid for the work in full. Again, there are methods you can take to help protect your work as you go along.
For non-paying clients, taking them to court could be costly depending on the amount. I think most small claims courts will accept $4,000 or less, which would be the easiest and fastest resolution. Any larger amounts you would have to consider very carefully, because the extended time and lawyer fees in regular court will add up very quickly.
RazorX and Joni,
As per the words of my lawyer, you should state something similar to the below, that covers both collected costs and lawyer fees. You’re right…. collecting a $1,000 from a client is going to cost you around $1,000 to hire a lawyer unless you state something similar in your contracts:
“Client shall be responsible for all collection or legal fees necessitated by default in payment.”
This will sure get you the money you deserve and worked hard for. Again, time is money and should be compensated for.
[...] to Include In Your Design Contracts Really valuable post from Brian Hoff HERE on the basics to include in your design contract or terms & conditions documents. Essential [...]
great post for freelancers and up and coming firms. I like how this knowledge can carry over into other fields of work as well. Thanks poster!
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I’ve recently set up my studio with a partner, and we’re currently looking into getting contracts drawn up. I’ve used a basic one before, but was wondering if anyone had links to some examples, say for print and web. Would be fine addition to a great article.
@Duncan: While I am fortunate that my second job is in a law office and I had access to a brilliant mind to look over my contract, for those that might not, I highly recommend the contracts available at AIGA:
http://www.aiga.org/content.cfm/standard-agreement
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Thanks for all the tips! The comments also had helpful info.
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