A few weeks ago I wrote about four simple steps that you should take to find the right brand designer for your business. In that post, I mentioned the importance of understanding the terms of a branding contract.
Given that not all designers use contracts in their standard processes, some of you may be unfamiliar with what a branding contract entails. The content of these legal documents generally varies depending on the project however, there are some standard clauses that you can expect to see in a branding contract if and when you’re required to sign one. In this post, I’ll be going over five of these common elements and what they mean.
For transparency purposes, I need to be clear in that I’m not a lawyer nor am I an expert in contract law. I have however seen my fair share of design contracts and have issued a few of my own, and so this post is based on my personal experiences. If you have specific questions about branding contracts, I would encourage you to get in touch with a lawyer.
Without further ado, here we go!
1. Project scope
Before the project begins, it’s important that you’re aware of what you’re paying for and secondly, that you agree to the terms. The portion of the contract that outlines these items is called the project scope (also known as a scope of work, statement of work or SoW, for short).
You should expect the project scope to be very detailed as it serves as an introduction and overview of the entire contract. It should cover various elements including whom the contract is between, the project goals, deliverables, schedule and timeline. The scope also defines the criteria for success. This is very important in ensuring that all parties have the same expectations and mutual understanding of the project goals.
The project scope, like the entire contract, should be written in lament terms. If it feels jargon-heavy or bogged down with legalese, don’t hesitate to go back to the designer to ask for clarification.
2. Number of included revisions
Brand design is an art and as with all art forms, there’s a high degree of subjectivity involved. What I mean by this is that throughout the project, you’re likely to want changes (known as “revisions”) to the concepts, proofs and designs. This is to be expected as the goal of revisions is to get the project closer to the desired end result. But revisions often require a lot of time and in the world of design, time is money. Most contracts—if not all—will include a certain number of “freebie” revisions however once they’ve been exhausted, the designer will likely charge you an hourly rate to complete each subsequent change.
Revisions can quickly increase project costs and so it’s important that you’re aware of how many free revisions you’re allowed and how much additional edits will cost you. It’s equally important that you understand how a single round of revision is defined, as this can vary from designer to designer.
3. Your responsibilities
Some clients are surprised to learn that branding projects are collaborative processes. Although your designer will lead the project and take on most of the work, as the client, you will have your own set of responsibilities. While specific duties will vary, some common responsibilities that you should anticipate include:
- Reviewing and approving materials and content
- Actively participating in discovery calls and working sessions
- Responding to your designer’s emails and calls
- Providing additional information and materials when needed and at the designer’s request
These responsibilities might seem small but because design projects are usually based on a schedule, the turnaround time for these tasks can be tight and make for a significant time commitment. You’ll need to be prepared to invest your own personal time into the project. After all, no matter how amazing your designer is, ultimately the project’s success is the result of a mutual effort on everyone’s part.
4. Ownership and rights
The intellectual property rights clause is one of the most—if not the most—important clause in a contract as it stipulates who owns and has rights to the creative work that is being produced under the project. (This clause is sometimes called ownership, licenses or confidentiality.)
Many clients are shocked to learn that paying a designer for their work doesn’t automatically grant them rights to the creative assets. As a matter of fact, unless a contract states otherwise, legally, it’s the designer who retains all ownership and intellectual property rights. This means that the designer maintains a legal right to use, change and yes, even profit from the work that they’ve produced for you and your business.
Depending who you ask, some designers agree that they should maintain legal rights to a client’s creative assets. While I don’t agree with this stance, I do believe that designers have a right to use the assets in their portfolio and for self=advertising purposes. Many designers, myself included, will outline these promotional rights in this same clause.
If you’re signing a branding contract, regardless of the size or cost of the project, there must be explicit language outlining who owns what, and who retains what rights. In fact, if your agreement fails to mention intellectual property and promotion rights, you may want to reconsider signing on the dotted line.
No one enters a relationship of any kind expecting it to end badly. The reality however is that sometimes, circumstances are beyond our control and things don’t go as smoothly as we had hoped. Ultimately, the designer-client relationship is no different. So, what happens if you or your designer choose to sever ties and walk away from the project at hand?
Enter the termination clause.
Also known as a cancellation clause, the termination clause outlines the circumstances under which you and your designer have the right to end a project early. The clause stipulates how much advance notice you both must give and in what forms it can be accepted (for example, some clauses dictate that a request to terminate will only be accepted in written form). Additionally—and perhaps most importantly—the termination clause details the costs and fees that you as the client must pay as a result of the early cancellation. Usually, these costs are the sum of all fees that your designer will have incurred up until the point of the project’s termination.
Depending on the project, a termination clause can be somewhat complex. For example, if you’ve entered into a recurring contract with a designer, you may not be able to break your agreement until a certain date or project milestone has been achieved. In other instances, while you may be able to terminate your contract early, you may be required to pay a steep cancellation fee in addition to footing the bill for the designer’s work thus far.
You’ll want to read your termination clause closely and make sure that you fully understand. Pulling the plug early on a project is the worst-case scenario that no one wants to think about but ultimately, it’s better to be safe than sorry.
Contract lengths can range from two pages to 20; it all depends on the project as well as the designer. If you’ve never signed a contract, it’s perfectly normal to feel nervous or apprehensive the first time around. If there’s language or a clause in the document that isn’t clear to you—or perhaps you simply disagree with—don’t be afraid to communicate your confusion or concern to the designer. Contracts are legally binding documents, so it’s crucial that you’re on board with all the terms of the agreement before you sign it.
Branding contracts can be scary but at the end of the day, they’re there to help both you and your designer. When everyone is clear about the expectations and deliverables of a project from the start, the process is far more likely to be positive and smooth. It’s a win-win!