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I've had an amazing client for the past three years who I've done regular graphic design work for - mostly product promotions (print & web), product brochures, posters and point of sale. She is now trying to sell her business (which I'm gutted about!) and has asked me to put together a presentation of all the marketing work we've done over the past three years as part of her pitch to sell her business. I have no problem with doing that but my question relates to when she sells - can she sell all the work that I've done for her to a new owner? My thoughts are that the arrangement we had means she can use the work for promotional purposes but she can't on-sell the files or transfer them to a new owner. Any thoughts on this one as I'd like to put my view on it to her before she enters into any contract with a potential buyer… Thanks

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Does she posses original native application files? If yes, you would appear to have given her all rights. –  Scott Apr 24 at 23:25
    
Hi! No, she has only ever received final PDF/JPG/GIF files. It's not so much an issue with reproduction rights, more to do with on-sale. Similarly to when you purchase stock graphics/fonts you have the right to USE the graphics/fonts but not to ON-SELL them to a new owner. Would the same apply here? –  tbebe27 Apr 25 at 0:06
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If you were compensated for the work, I would think it would be a hard sell to lay ownership to work she purchased from you. I'd be pretty mad if I could not sell my car because Toyota would'nt let me. I would turn this from negative, into the potential of gaining a new client. If this your client is good, they'll put in a good plug for you –  cclark413 Apr 25 at 0:59
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Consider this: Did you specifically sell to the client person or clients company. If you sold to the company nothing in your artwork actually changes hands. Its still the same company. I would not bring up this issue. –  joojaa Apr 25 at 3:21
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This is a matter for contract law, and the contract which you specified before transferring the files. If the work is a work-for-hire, and you signed off on transferring the rights, then they can be sold. If you claimed copyright and only authorized use to the person who bought the license, then they can't be. –  WillAdams Apr 25 at 12:02

3 Answers 3

  • Do you want the possibility of getting work from the new owner?
  • Do you want the possibility of getting more works from the current owner if she every starts a new business?

If the answer to one of these question is yes, do not even think about being so daft as to even talk to her about recharging for work you have already charged her for.

As to what contract law says, at least in the UK you will find it very hard to stop her unless your contract was very well drafted to cover this, even then it may be deemed to be unfair. Much better to charge the new owner for charging the address etc on all the marketing.

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Speaking purely in generalities:

The work a designer does for a client usually falls into the work for hire bucket. Upon completion of the job, the client now owns the assets that you were paid to deliver. They can resell as they see fit.

But note that this is only for delivered assets. Sometimes that's just the final printed brochure, so they don't have the right to sell the InDesign file, for example.

Speaking in specifics:

It depends entirely on what was in the contract you and the client agreed upon.

In summary, yes, typically the client can resell all the work they paid you for that they now own unless otherwise stated in a contract.

Ian has good advice too. Maybe this can actually lead to more work for you.

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A logo designed for a person for a business--when they paid you to make it--would be assumed by any reasonable person to be something they could include in the sale of the business.

Certainly the concept is theirs. You don't get hired to make a funky SC lettering for Sam's Coffee, give it to them as a bitmap, and then come back and sue them when a chalk artist recreates the logo on a board on the sidewalk. That's not how the process works.

Custom contracts might have loopholes in which you could legally argue against someone being able to do this. And definitely those tacky stock logo sites have different pricing models for "exclusive license" vs. "non-exclusive license"...for the people who elect to call that "design". They reserve the SC logo in case they want to sell it to Siberian Computers Inc. someday (who apparently don't care that it could passably be used for coffee as well...)

But you say...

I've had an amazing client for the past three years

That does not sound like one of those grudge cases where out of principle, you take the opportunity to go line-item through legalese and contracts...finding anything which you didn't absolutely have to give them out of spite.

So just charge reasonably for your time in putting together a formalized identity package (if that's going to be a carrot in the sale deal, and isn't something you were commissioned to make before). And all's well.

Though let's say additional deliverables are requested which were not part of original arrangements (e.g. "can I have the Illustrator file for that brochure"). In that case you might mention that--for instance--not only does it contain fonts that they will have to purchase which you can't give them, but there are similarly some elements you consider to be part of your design repertoire...and you deliberately do not include in the deliverables.

Just use common sense...and if you have questions about what the common sense would be about an issue, do as you've done and ask here. :-)

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