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If you design a piece for print. It gets reproduced several times over the course of a few years. Then the client doesn't return for any work for a few more years. And suddenly you are contacted asking for native files (Indesign, Illustrator, Photoshop). As the client puts it, "We just want to be able to make minor changes, we aren't designers."

Now, there is absolutely value in the native files. They are my "secret recipe" as a designer and anyone asking for that recipe should provide compensation for the ease of reusing, repurposing, and altering the recipe.

How do you explain to this client that there is value in the native files?

How do you counter the "But we already paid for the design." argument?

Note: I know I own the files. I know my contract states I own the files. Heck even without a contract, US Copyright law states I own the files.

What I'm seeking is an elegant, less argumentative, method of explaining the file ownership to the uneducated client. Reciting legal statutes and contract clauses doesn't often make for friendly client relations. My goal is to find a method of explaining so it is fully understood by the client without the appearance of a contract clause which forces them to do something against their will. I want the client to respect and not resent these types of contract clauses.

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Whatever contract you're using should specify that you maintain the source/native files, that way there is no confusion and they can't complain about it. –  Johannes Sep 18 '13 at 19:52
    
Clients don't always read contracts and they discover this later without realizing what they agreed to. Rather than abruptly stating "The contract states..." I'd prefer to have the discussion and make them feel a bit more at ease. I could easily site work-for-hire requirements, copyrights, and why I own the files, but that is simply a recipe for an argument. –  Scott Sep 18 '13 at 19:56
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Whether they read it or not is their responsibility. Yes, it might feel weird to say "It's in the contract", but the fact is, it is. There's probably a more elegant way of putting it, and I think @Lauren Ipsum had a good idea for how to present it. –  Johannes Sep 18 '13 at 20:00
    
@Johannes My question isn't about "Do you own" it's about "how to explain" And related: graphicdesign.stackexchange.com/questions/8478/… –  Scott Sep 18 '13 at 20:18
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@A.Donda print files are delivered in press-ready PDF format. Web images are flat jpg or png files. Illustrations are generally flat tiff files (with clipping path) sometimes a 1 layer .psd to retain transparency. Vector art is expended and merged to make it fully usable, but not easily edited. –  Scott Dec 5 '13 at 20:27

12 Answers 12

up vote 8 down vote accepted

To one of @SteveA points, no client of mine has ever cared that I need to make money from my work. To a one, they pulled and pulled and pulled to extract every penny they could out of me and my work. I could see the incessant revisions and last second changes the hour before delivery coming down the pike and would try to head them off at the pass based on the contract, (and here is my point) they will argue that they are helping me by paying at all and that their word of mouth will bring me more business. That, somehow, by trying to limit their abuse of my time, I am throwing away a great opportunity to expand my business.

And since I'm kind of a hothead, I'd usually just take the hit and drop them as a client right there. 3 times in 10 years. But that's me.

Therefore, I recommend staying away from the pity angle "this is how I put food on the table" kind of thing. They simply don't care.

My Recommendation

What you do is write a script. It's a common enough occurrence that you really should have a Marketing Call Center script memorized about how to deal with it. Something like this...

Could you email those files? We just want to be able to make minor changes
but we aren't designers.

I'm sorry, Dave. I can't do that. (lol) That data was not covered as part of the original contract.

But we already paid for the design.

Well, yeah... exactly. You paid for the design; for the art. And you've seen value from the art. What you're paying for here is data and convenience. It's data, files, that I created, that will provide you with a level of convenience that has value beyond the contracted design.

If we'd had this discussion at the onset of our relationship, I'd have said the same thing, and it would have been extra to provide the source files along with the art.

Of course, it's a little more convenient than just having me make the changes, but at that point the data, the files, have nothing to do with it.

You're just trying to hold us ransom because you think you have us over a barrel.

As I said, it wouldn't have mattered if we'd closed the contract yesterday. The data, source files, would have been a cost over and above the design, the art.

That dude over there didn't charge us for the files that one time.

Well, that's the price he requests for his data. (BONUS ROUND! ...if you know that guy and how your work compares to his. But don't thrash on him, take the opportunity to promote your own work.)

Occasionally you'll hear a different complaint, and may have to think on the fly. I wish you luck, but it's something to work into the script.

Last point

The gorilla in the room: It's Contract Etiquette vs Human Nature. You don't want to be a Hat, but you want to be paid. If they insist, then they're being a Hat and your professional demeanor will serve you well.

  • The person that knows contracts won't even try to do this. They would probably just call you to make the changes and send over new copy. "Thanks."
  • The person that called you likely already knows better and they're just trying to get something for nothing for whatever reason. maybe getting purchase orders is a pita, or petty cash is low, or the design budget for the year is ripped.
  • The person that doesn't know contracts will expect you to give them a one-off because they believe that they or their business was somehow special.
  • Don't be afraid to talk about money. It's the crux of the entire conversation. They know it, you know it. They don't want to pay you, you want to be paid. How you go talking about it (techniques, words, phrases, etc) is an age-old argument that I'll let you research elsewhere.
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You make some very important points, such as "The person that knows contract's won't even try to do this" and "The person that called you likely already knows better" and "Don't be afraid to talk about money". –  thomasrutter Sep 22 '13 at 15:58
    
I have to give you a +1 because, although I (deliberately) wrote my own answer from almost a diametrically opposed viewpoint, I agree 100% with your core message: there's no point in trying to "explain the value of native files" to the client, since they have no reason to care what you think they're worth. In the end, it just comes down to whether you and they can haggle a price that you're willing to accept and they're willing to pay. –  Ilmari Karonen Aug 28 at 3:43
    
Also make a habit of educating new clients, when they purchase their first round of [enter service here] explain whats included. Best medicine is prevention. (Really enjoyed the question and the answer) –  Lex 3 hours ago

Don't resent your client for wanting more, but educate them.

The original editable files are your blueprint by which you create their design, but the design is what they buy, not the blueprint.

Try a comparison, like: If you get a tailor made suit, you don't ask the tailor for the pattern and a pair of scissors afterwards, just in case you'd want to make some changes.

Put a positive face on things. You are willing to execute their small changes to ensure they are done with professional care (against a fee). Lastly, if they insist on getting the source file, make it against a fee. Don't treat it like a trade secret, but like a commodity to trade with.

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If you buy a packet of apples, you don't get the tree they grew on.. :) +1 –  DumbNic Sep 18 '13 at 20:58

Well, your contract should have stated that you are only creating a design (or print job, website, whatever) for the client, and that you explicitly are not surrendering source files.

If it didn't...

Then you tell the client that while it's physically possible to give them a clean PSD (IL, INDD, etc.) eventually, right now the file is a mess. Or it's several files. Or it's scattered, or archived, or nothing is named.

And you aren't giving them the fonts for free, of course, because that would be illegal, so they're going to have to buy their own fonts. And they're still paying for repro rights for any stock photos.

What they are paying you for is your time to clean up the file and make it something they can use.

Of course they paid for the design. But you aren't giving them "the design." You are giving them "the file." And "the file" is a different entity than "the design." Just as when you deliver a print project, you prep it for the right color space and dpi and bleed and so forth, if you deliver a file, you have to prep it for client use.

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This is a decent argument to make. However, the cost of my source files is considerably more than any time it would take to "clean up and prepare" files for client use. In most cases, my source files cost much more than any original design fee. –  Scott Sep 20 '13 at 14:41
    
@Scott How are you calculating cost in this context? the hours spent in creation? –  Lauren Ipsum Sep 20 '13 at 18:48
    
Generally, I figure [cost of project] X 3 for native files. –  Scott Sep 20 '13 at 21:23
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@Scott ::shrug:: Then you've deliberately made the source files too expensive to share. Now they're on the order of "trade secrets," which is a different kettle of fish than "I could share them with the client if I wanted to, but I'd rather not." I'm not saying you're wrong to do so, just that my argument can't cover that price tag. –  Lauren Ipsum Sep 21 '13 at 0:44
    
Good point. I sort of do see my files more as "trade secrets". They often contain custom illustrations, photo editing, and other items where there is a great amount of value if they can be easily repurposed. Traditionally, way, way more than simply type layout. –  Scott Sep 21 '13 at 1:56

I'd dispense with using analogies, despite others' suggestions. They just always sound a bit patronizing to me. Also, they never work well enough to go into the level of complexity you really need.

You probably really do have to sit down and talk about the contract terms, explaining what they mean. When it comes to what do you benefit from this, there's no reason not to be honest. The number one thing to do is be professional, and professionalism isn't about trying to dodge questions or make up excuses that an intelligent person is likely to see through (about the files needing "cleaning up", which may be partly true but not the whole truth). You are perfectly allowed to say that it's because you reserve the right to be the only designer selling designs based on those files that you put so much work into (assuming that is indeed why you do it and have it in the contract).

There's a few other things you probably need to think about, however.

  • Sometimes the client will understand what is in the contract and what you are offering and why, except they simply don't want to hear it because they don't like what they hear. If this is the case, further attempts to explain the contract terms or the reasoning behind them are probably just going to end in frustration. Don't continue to argue the same point.

    Recognise the difference between a client who doesn't understand what you're saying, and one that understands, but doesn't want to admit it. The latter kind is probably trying to test the waters to see how flexible you're going to be. Pretending not to understand contract terms is not an uncommon negotiation technique.

    In this case it's more an exercise in staying firm and sticking to your guns than anything. If you have to convince them of anything, it's not why your terms are the way they are, it's that you intend to stand by them and that doing so matters a lot to you professionally. Don't humm and harr and try to please them, but act professional and matter-of-factly. Just because it's "only" computer files, doesn't mean you should feel bad for wanting fair payment for them.

  • Is it a difficult client or is it a really, really good client? Do you see them coming back for a lot more work and if so, will it be pleasant and hassle-free? If it comes down to a stand-off, you may need to balance how much you want the payment from them versus how much you want to keep them as a client. If keeping them as a client matters more than the payment for the files, then you can think about sweetening the deal for them. If they're not a great client, there's no need to be accommodating.

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OK, for whatever reason the answers you are receiving are anything but helpful.

The approach (in order to avoid the appearance of conman-like behavior) is to let them know that the source files of anything you create provide a pedigree, audit trail and yes a "blueprint" for your original work. And that work (just like any original document) needs to remain in the possession of its owner/originator for safe keeping, edification, protection, etc, which is apparently laid out in your contract.

I would also let them know that you are a small business and make a sustaining income from the maintenance aspect of your business, not just one-off projects and rely upon the clients that appreciated your work from the beginning to further invest in you as more work becomes necessary/available.

Plead to their morality as supporting you further would help to strengthen your working relationship and make you more willing to work with them on a financial negotiation.

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While an excellent answer, that last paragraph is simply wrong to do in business. As soon as you "plea" in a personal manner, you've lost most negotiating footage and certainly all business acumen in the eyes of the client. Personal feelings and pleas have little place in business. –  Scott Aug 26 at 16:29

I think there are some great points that offer ideas but I think this question will result in four possible outputs but first you need to educate the client. I think the best way for you to educate the client is take what their company trade is and see if you can relate your source files similar to their equipment or service.

Now the three choices you have are:

  1. Dummy down the source files to only include a portion of your work, basically still in somewhat of an editable format, that they need to alter for a fee that would compensate your time for the development and adjustment.
  2. Sell them all the files at the rate of development but I would not recommend this.
  3. You could tell them they are not for sale but explain why. Such as you cannot sell or distribute files you only have the right to such as fonts etc etc.
  4. Sell them a design package based and on what they need. That would benefit you and you wouldn't have be worried about loosing your source files.

Also take this lesson as a task to include a clause with whatever you decide in your contract.

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At RavenMark we'll often contract with a photographer or illustrator for a project to create the end design. By giving away the source file not only compromises our design (and loss of income) but a very real issue is that we need to protect the rights of those other creatives that might have been involved in creating the source files. Not handing over our working files is as much about protecting others as it is about protecting ourselves! We have a disclaimer on our invoice that clearly states we own our working files. We include the liability issue in our explanation when asked about handing over the source file.

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In programming, it is also rather unusual to hand over the source code unless agreed upon by contract. And i feel it is pretty obvious that the reason is the included know-how. So my suggestion would be to be that honest. Say those files include a lot of know-how and are not just worth the time it took to finish them. Remember that your source files may include fonts, pictures, brushes or other resources than cannot simply be transferred as we have discussed here.

If you want to avoid all of this, go with Matt_2.0's suggestion of "flattening" your files. It is a common practice.

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While you're sort of right about the source code thing (that is, assuming you ignore the huge amount of open source software out there -- but that's fair enough, since it's rarely custom-written to spec), it should also be noted that software development contracts usually do include either delivery of source code or some kind of continued support provision. Otherwise, who's going to fix bugs in your fancy new software, or update it when it stops working with the latest version of some other program? –  Ilmari Karonen Aug 28 at 3:54
    
First, open source and free source code aren't the same thing. And, a contract is exactly what I mentioned in my answer, so I don't really understand your question. –  KMSTR Sep 23 at 12:46

Here’s a somewhat dodgy analogy I came up with:

A patient visits his doctor for a heart check-up. The doctor uses a stethoscope, blood pressure gauge and other devices, alongside her years of accumulated medical training, to assist in giving a diagnosis. The patient is then given a doctor’s report and a prescription, perhaps a specialist referral too.

However the doctor does not give the patient the stethoscope, nor free-range access to her medicine supply. If she did so, the patient, lacking the correct knowledge and medical training, might inadvertently damage his health. Also, the doctor’s reputation could suffer when the patient appears in hospital and the specialists ask who his doctor is. Furthermore, the doctor is now out of a job for future check-ups.

Happily, design isn't usually a matter of life and death, but maybe some clients would understand this analogy better as it's something they can relate to. Feel free to copy and paste.

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Ace answer! Welcome to GDSE, Rachel. If you have any questions, please see the help center or ping one of us in chat once your reputation is sufficient (20). Keep contributing and enjoy the site! –  Vincent Sep 2 at 8:53

Excellent topic. I'm am currently dealing with such a situation. This is my recommendation on how to respond. Keep it brief.

I'm sorry, but source files are a separate entity/product from design. These are the terms I work by, and standing by them matters a lot to me professionally.

Fee free to chime in!

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Contract, contract, contract. And I'd consider passing on this client too. –  Lauren Ipsum Dec 5 '13 at 21:02

I want the client to respect and not resent these types of contract clauses.

That's just not going to happen.

The client bought something from you that they thought was good value for money, only to later find out that it lacks an important feature (the practical ability to make modifications) which they assumed would be included as a matter of course. Even if your contract is completely fair and reasonable, and even if it's totally the client's fault for not reading it carefully, of course they're going to be pissed off.

Looking at it from the client's viewpoint, you've basically managed to vendor-lock them into paying you for any changes they need made to the piece. This is generally neither a pleasant nor a financially sound position for the client to be in, especially if your contract does not specify how much you'll charge for such services in the future.

If I were your client, I'd be weighing the expected total cost of several possible choices at this point:

  1. Letting you keep the files and just paying you every time something needs to be modified (and hoping that you won't lose the files, go bankrupt, get run over by a bus or just get greedy and start jacking up the price).

  2. Paying whatever you ask for the native files, and just writing it off as the cost of a lesson learned.

  3. Getting another designer to take whatever files the client does have and reconstruct something editable from them.

  4. Just getting the whole thing redone by someone else from scratch.

In any case, personally, in any future design contracts I made, I'd be sure to explicitly request native files ("the preferred form of the work for making modifications to it", to borrow a phrase from the GPL) as part of the initial quote to prevent this from happening again, unless I was sure that the work was a one-off piece that I never intended to modify or partially reuse.


Anyway, to answer you direct question, you can't and shouldn't explain the value of native files to the client — the only real value they have is what you can squeeze out of the client because they don't have the files, and the client will not be particularly interested in hearing about that.

What you can do, instead, is try to find a compromise that both you and the client might be satisfied with. For example, if your original files really contain some "trade secrets" that you don't want anyone else to see, consider whether you might be able to provide the client with a simplified version that doesn't include the secret parts, but is still sufficiently editable to meet the client's needs (which might include, say, replacing an old embedded logo with a new one, or editing the text to fix outdated contact information).

(Just to be clear, I'm not suggesting that you should provide even such a simplified version of your native files for free — after all, they provide added value to the client, and even just preparing them costs you time and effort. Still, you might be willing to part with such simplified files for a price that the client might consider more reasonable than, say, three times the original project cost.)

If your design uses third-party assets such as commercial fonts, it's also generally reasonable to leave them out of the editable version and inform the client that they'll need to license them separately from their respective vendors. After all, that's something the client can do, and even if it's expensive, the money's not going to you, so you have no perceived incentive to artificially inflate the cost.

You might also consider offering to do one set of edits for free, assuming it's a reasonably small job, as a sign of goodwill and for the sake of good customer relations. Not only will it make the client feel like you're "meeting them halfway", but it lets you keep your "lock" on the client, while at the same time giving them extra time to consider the matter, hopefully with a better impression of you than they currently have. (Of course, you should only make such an offer if you're reasonably confident that it'll pay itself back later. I'm not saying you should work for nothing, just that sometimes it may be worth taking an initial loss to retain a client.)

In any case, if your contract with the client does not already include a "support plan", now would be a good time to suggest one. The client will be a lot more comfortable staying with you if they know in advance how much you're going to be charging for changes, and also how much they'll need to pay for the native files if they decide they want them later.

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It should be noted that it is standard practice for a designer to not provide native files for free. It's not like I'm reinventing the wheel here. My practices are in line with AIGA standards as well as most design organization suggestions. Printers don't provide plates/negatives. Developers do not provide source code. Caterers don't provide recipes. Etc. –  Scott Aug 28 at 3:00
    
I can't really comment on your other examples, but I'd just like to note that, IME, almost all non-commodity software comes with either source code or a support contract, or possibly both. (For that matter, thanks to the free software / open source movement, a lot of commodity software comes with source code too nowadays, but that's only tangentially relevant.) –  Ilmari Karonen Aug 28 at 3:26
    
May be of interest: aigasf.org/community/legalities/… –  Scott Aug 28 at 3:58

Here's ultimately what I ended up using.

In addition to a contract with full terms and conditions, I now include a very simple, clear, page which lists "Dos" and "Don'ts".

Basically, I broke things down into two areas:

What you DO receive with this pricing:

  • General items covering final file formats and delivery as specified in the client brief

What you DON'T receive with this pricing"

  • No preliminary sketches, etc.
  • No native files (then an explanation that requests can be made for native files. However pricing will be altered due to this request. In addition, the client should be aware that even when providing native files there are some restrictions or concerns they need to be aware of -- no guarantee of software versions or expertise to operate, no typefaces (fonts), etc.).

Providing this simple "DO" and "DON'T" page has proved very helpful in avoiding the unpleasant conversations educating clients in terms of rights and deliverables. And even though there's nothing unique or different when comparing this to the actual contract, the simplified visual format of the information has gone a long way to achieving and maintaining better client relations. Ideally the contract would have terms displayed in this manner. However, space is limited for the full contract and I'd rather include an extra page, than balloon the contract into several more pages to keep the appearance cohesive across all the contract terms.

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