How do you explain the value of native files to an uneducated client?

Question

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.

Answer 1

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.

---

[edit] Here's a video that covers the topic well. PG-13 for expletives. (Be careful with start volume.)

"Mike Monteiro: **** You, Pay Me"

Answer 2

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.

Answer 3

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.

Answer 4

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.

Answer 5

As noted by many, when someone asks for “their" native files it means with almost death-and-taxes like certainty that they’re not planning on working with you anymore. When this happens, tell them this little tale:

"You go to a lovely little bistro, Café Paris, where you enjoy an elegant and tasty dinner created by Chef Marvello. A few weeks later you phone Chef Marvello at Café Paris and request that he send the recipe (and some samples of the herbs and spices used) to Buffet BorgOnion so the “chef” there can serve the same excellent dish. Sorry, but Café Paris prices are a wee bit high. When he declines to do so you inform him coldly that you already paid for this when you ordered dinner."

As a designer and an experienced cook of a few decades I can assure you that the use of layers, transparency effects, photo cropping, text shaping, colour pallets, and on and on, is very much a recipe. It's proprietary and not free. Yes, it's a bit condescending, but the attempt to bully any tradesperson out of their livelihood, just to save a few bucks, is reprehensible.

Answer 6

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.

Answer 7

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.

Answer 8

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.

Answer 9

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.

Answer 10

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.

Answer 11

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.

Answer 12

Here is my bottom line. I have owned and operated an advertising and design agency for the better half of 25 years. Over that period of time I have never relinquished native design and/or working design files to clients. Your clients are purchasing the final end product only. They are not paying for the process that leads up to the finished product. This is clearly addressed in each of my contracts under Rights of Ownership. I clearly state that the final deliverables will be provided in press ready PDF format only. All other working files native files and so forth Including AI PSD EPS will remain the property of (my company name here). Don't ever allow yourself to be bullied by a client asking for these files. Tell them to read the contract. Know your rights - know that you are the originator of the process and the native files. This is your intellectual property and is extremely valuable. Also never be afraid to walk away from a client. There are many more out there to be obtained. Your life does not revolve around any one company. Example my company does a considerable amount of work for the food and beverage industry.. We create product packaging design for many products that you see in your local grocery stores. I have been asked on different occasions towards the closure of our contracts to provide working/native files. Always assume that when you are asked this question that they are looking to replace you with someone possibly cheaper or to bring on an in-house designer to utilize your intellectual property and source files. Seriously you want to give somebody else access to utilize your sweat and blood equity so they can save a buck? Don't be foolish when asked for these files it's taking bread off your table.

These same food and beverage clients have copacking and private-label contracts which means they create private store brand products. Let's say one of these products is applesauce in the bottle. When the manufacture sells the applesauce to a private label client what would the manufacturer say if the private label client asked the manufacture for their process and formulation??? The manufacture would tell the to go take a flying you know what. Because the client is not paying for the process or formulation they are paying for the end product in this case apple sauce in a jar. So try to remember this and take it to heart I have been in this business for 20+ years I am a designer, artist, creator, inventor and so are you. Your abilities and talents are your moneymaking attributes do not give them away and if you do charge an extream amount of money for them. Because the chances are the client has already made the decision to take your work elsewhere.

Answer 13

The way I look at it is with this analogy: If you eat a delicious meal at a restaurant, you can’t get mad if the chef won’t give you his recipe for that dish.

Answer 14

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.

Answer 15

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!

Answer 16

I have just had to deal with this, I came here looking for the same answer as you and what I decided to do was:

Simply explain that this is normal practice in the design/illustration field, since what was paid for was the design rather than the native files, which are a blueprint for the design and so are a separate entity.

Firm but polite. I think the key is to explain to the 'uneducated client' that this is something that is entirely usual.

I've yet to get a reply though so we'll see!

Answer 17

I have been dealing with clients who ask for the source / native files, some who have gone to the extreme of threatening to sue me and/or drive away my other clients... I used to be scared and give up the files... But lately, in the last 5 years, I decided that I would not put up with the nonsense and just as I have been reading on the previous replies, I make compromises by either giving them part of the file(s) or just some format they cannot open. However, what I found works best for me lately is when asked for the source file I just pretend I have no clue what source files are or native files are. It's amusing to learn that rather than you as a designer having to explain over and over what these files are and how we treat them, they (the clients) end up doing this for you. And it's fun to hear them explain and describe what native / source files are (many at times they are so inaccurate and wrong). They will go on and on, and the more given them a false sense of being miss-understood, the more frustrated they get and the more amusing it is for me. Eventually they just give up and leave.

Answer 18

Give them the file. Tell them (in writing) you retain copyright ownership of it. If they want the rights, then enter into a license agreement. We also ask for first right of refusal for printing it or digitally reproducing it.

The only time we don't do this is if its for a logo design... but logo's cost a lot and we still add a licensing clause (you never know if they will become the next Nike!).

Answer 19

I've made all sorts of u-turns on this dilemma over the years. I've given files away because I haven't had the energy to even be bothered arguing and creating friction with a client. I've put up a fight and pissed people off. I've made compromises and tried to play the nice guy, using a mix of all the advice here. You'd do well to find a win-win in my experience! I've certainly never found one.

And the reason is... a client asking for your files, doesn't value your charge and/or doesn't respect you as a creative. That simple. They're happy to have a go at making changes themselves or paying someone cheaper/less able to do so. But even if they want the files for the 'convenience', to not have to go through time and admin hurdles to get a simple change, convenience comes at a price. We've all paid extra for a loaf of bread from the local shop - we complain "I could have bought two loaves for that normally". We know why, we accept why, but we do it. But we still complain. We even mutter 'thieving b****ds' under our breath. So that's why I never see a win-win in this situation. Imagine if your local store charged less than the hypermarket - convenience and price! Doesn't happen!

So many times I'm desperate to say, well I didn't need source files for my work, find yourself a designer, like me, who doesn't need them! But that doesn't knit any hats for the baby. (Though I did have a D client once, refused to pay up for a printing job based on their opinion that the brilliant white paper wasn't white enough. I told them not to worry, I won't even charge you, but was nice working with you, good luck for the future. A few weeks later, they wanted source files... L O F L. Nope, have a nice life! You can afford that with the D client - in fact I'd wish them on the competitor!)

So consider this...

Apart from logos (and even then, I've recreated 1,000s, so rarely actually need them, other than to save time) I have never EVER needed to ask for source files from a client. Why? Because I'm a 'good designer' - more than capable of recreating (and improving) any artwork. So that means, in every case, that if a client wants your files, it's because they are to be used by someone LESS capable than you. Fact (otherwise they wouldn't need them). Therefore, cheaper. If convenience was a factor more than cost, they'd be unreservedly happy to buy the files from you. I've yet to find that!! If someone wants to see their team play enough times over a year, they'll buy a season ticket. But if you're a regular with your client, chances are you're already in season ticket mode with discounts, extra services and a general appreciated value for money. So even that becomes not relevant. A white lie at best from your client.

So with all that in mind, now, when someone asks me for files...all the alarm bells go off, straight away. Apart from just giving them the files, which isn't fair on me, whatever I do, they're unlikely to be happy, and just as unlikely to come back, or at least demoted to D client status, which you don't really need in your life. So these days, I tend to think 'f**k 'em' and act appropriately. Stern but fair, and nice, even chuck in a smiley emoticon. That said, every case, budget and status of client is different, and even with that harsh attitude, sometimes I do just hand over the files, knowing that a) they'll botch it, but not care, so not really my type of client anyway...happy to not even spend time arguing or negotiating b) they'll come back if/when they realise the value, appreciating your services even more than before.

But...in my opinion and experience...I've wasted too much energy finding compromise on an impossible win-win... I stumbled across this forum because of a recent client and have just concluded that last statement, having spent another hour looking up what others do! I think I probably just typed this message for myself. So er, thanks!

Hope that helps! Be polite, but f**k em :)