how to protect your rights with a design contract

Before beginning a design project, it's important for both the client and designer to come to a formal project agreement. The design contract helps define the roles and responsibilities of each party, and outlines the various terms and procedures related to payments, copyright ownership, termination, and more.

This section lays the groundwork for the project. This should define exactly what it is that the designer will be delivering. Some important parts that you may wish to define include: work should be original, work should not infringe on rights of other third parties, the designer will be able to dedicate the required time and energy to the project, revision process and number of revisions.

The buyer must also live up to his/her responsibilities, including: providing guidance and direction, reviewing design concepts, providing helpful feedback, and completing payment on time.

It is important to explicitly list the payment terms. How much, if any, will be due up front? When will the final payment be made?

Every project needs to have a defined schedule. Include an estimated timeline for delivery of initial design concepts, and how long it may take in between revisions. If the designer is responsible for revisions, it may be helpful to list the latest possible project completion date. Otherwise, it's possible that the project could drag on for too long and conflict with other obligations of each party. It is common to negotiate further payment consideration in good faith when the project lasts longer than initially intended.

Hopefully it won't happen, but it's possible that your project doesn't go as planned. Include terms that define what happens if the designer of client should want to walk away. How much money is owed or refunded? Who owns the designs created to this point?

Include a section that specifies the ownership and IP rights of the client and designer. The typical arrangement is that all rights to the designs are the client's until final payment is made. At that point, all rights and ownership transfer to the client. However, it's possible that the contract instead simply provides a license to use the design for the client, while the designer maintains all ownership. Designers typically also include a clause that says they can use the final design within their portfolio and marketing materials to advertise their work. "Work for hire" clauses are also found in some contracts, which basically assign all rights and ownership to the client immediately as they are created.

It is typical to define the relationship between client and designer as an independent contractor relationship. This means that this project is a one-time occurance at an agreed upon price. This clause is typically included to ensure that the relationship is not construed to be that of employer/employee and require additional tax and/or benefit considerations.