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Inspired by the great answers from this question, what are things you would include in a graphic design job contract?

Are there items or conditions you would have in a freelance contract that aren't necessary if you're in a larger firm, and vice versa?

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4 Answers

up vote 8 down vote accepted

I would highly recommend taking a look at the AIGA Standard Form of Agreement for Design Services. It is a very extensive agreement that somewhat favors the designer, so if you want to know how to cover your butt, this is probably the definitive document to read. I have read it many times over, and I don't see very much in there that is superfluous to even a small project, which is unfortunate because the full agreement is so huge. Either way, do read if you want see what covering all your bases looks like. Then you can either use it directly or decide what parts you're willing to risk and create your own shorter version.

There are things in there that a large firm may not be comfortable with. I would rely on that firm to either produce its own contract which I would compare with this one to see how badly they've skewed things in their favor, or I would work with them to eliminate things they don't like or want to add.

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I can't speak for the differences between working at a larger firm vs freelance, but here are things that I typically specify:

  • Product Definition

    • What constitutes a final product?
    • Who will own the final product?
  • Assets

    • Do we need any assets from the client to do our work?
    • When must the client deliver the necessary assets?
    • What happens if the client does not deliver on time?
  • Timeframe

    • When must the product be delivered?
    • What happens if it is not delivered on time?
    • What additional requirements are necessary for rush jobs?
  • Payment

    • How much is the total quote?
    • When will the monies be paid?
    • Is any collateral involved?
  • Conflict Resolution

    • What happens if either party wants to change project specs?
  • Dissolution

    • What is required if we fire the client or if the client fires us before the project is complete?
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Very good list. Especially the last item (lots of jobs can linger during that last 20%). Some notes: Production definition = be sure to note what you will deliver and will NOT deliver (ie, final artwork vs. all your production files). Add a line about change orders and how they will be handled (typically, additional requests outside the scope of this contract will be estimated separately). I typically also add a copyright disclaimer (all content and materials provided by the client will be the client's responsibility for copyright clearance) –  DA01 Feb 3 '12 at 19:39
    
@DA01 Good point about defining copyright clearance responsibility. –  Farray Feb 3 '12 at 21:51
    
That's an excellent summary. DA01's points are also very important. –  Alan Gilbertson Feb 4 '12 at 22:25
    
I wish I could Accept more than one answer, because this is a great breakdown in easily readable form. –  Lauren Ipsum Feb 6 '12 at 11:02
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Farray and DA01 have pretty much nailed the key points. My nickel's worth (inflation, don't y'know) speaks to the freelance vs. large firm part of the question.

Larger firms tend to deal with larger clients, and should already have carefully-crafted boilerplate to cover the legalities. The sums involved and potential liabilities are often large, so the legal department of the client and the design shop's attorney duke it out on the fine print. A basic design contract is often laid out by the client in the RFP, then negotiated from there.

A freelancer tends to deal with individuals and small-to-medium businesses (SMBs), or does contract work for bigger shops. In the latter case, the design firm lays out the ground rules. The smart freelancer has an attorney check things over for shirt-loss potential, but usually doesn't originate the contract.

In dealing with clients the approach has to be a bit different. SMB clients are often naive about professional design. In such cases, in addition to Farray's list, I spell out in simple language:

  • A breakdown of the Scope of Work, showing all the stages of the project, who is responsible for what at each stage, and what payments are triggered at which points.

  • The timeline for client approvals ("within x days of submission," for example). A clear statement that any delays in approvals will affect the final deadline, is important. Same goes for client-supplied assets.

  • Less experienced clients have little or no concept of the work involved in a design. It's important to spell out how many rounds of changes are included in the contract, with additional changes either "subject to separate estimate" or "billed a x per hour." I always specify a separate per-hour fee for author's alterations after the artwork is completed and accepted.

  • Handling of project expenses must be carefully defined. If I'm paying a photographer and model(s), I don't want to be out a few thousand bucks until the end of the project, so the contract will specify immediate reimbursement. I prefer to have the client contract that kind of work directly, with me acting as AD for the shoot. Clients hate surprises, so I will often include "not to exceed x without prior approval" on expense items.

  • I also include a certain number of consulting hours in many contracts. This is possibly peculiar to my practice because I have a background in marketing, but so many clients need serious help working out what they actually need that it's now a common line item.

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Consulting hours -- I like that! and "Not to exceed X without prior approval" is lovely. –  Lauren Ipsum Feb 5 '12 at 1:33
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Adding to Farray's list under Assets, Id also include:

  • Guarantees from the Client to the Designer that the Client has the rights to all Client Content that the Designer may work with.
  • Guarantees from the Designer to the Client that the Designer has secured all necessary rights to third party material (stock photo, open source, etc) that the Designer incorporates

And I'd add some Warranty/Limited Liability such as

  • Final deliverables are "as-is"
  • No warranties are made
  • Designer not responsible for any loss of profit
  • Maximum liability limited to Desinger's net profit
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