The most important thing in any client designer relationship is the contract. No matter how small the project or who the client is, you should make sure that you have a contract in place before you begin any work. It’s the rulebook that protects, you, your work, as well as the client and their best interests. I’ve put together a laundry list of some of the most important things to be included in any contract agreement along with some explanations and examples from my own experience working with clients and talking with my designer colleagues about their practices.

Deposits

There is a lot involved when you commit to doing design work for a client. You have essentially agreed to do a set amount of custom-made work, for set amount of time, and have implied that you either already have all the required skills and equipment to do the work or will acquire them in a timely manner to perform the work. For any project you commit to and plan your calendar around, you essentially give up any other potential project for that time. If a project that was planned for falls through, the expected income that project would have provided is gone and you’ll likely have to scramble to fill that slot on short notice. That is a huge commitment on your end. Of course any good designer will uphold their obligations, but how can you as the designer, ensure that your client is as serious about completing the work as you are?

The answer can be quite simple, ask for a deposit. In our industry, it’s customary to charge a percentage of the project before any work is done to ensure the client is serious enough about the work to hold a date in the calendar. This money will also help cover your time and expenses until your final payday. It’s very common to charge an unrefundable 50% of the total project cost upfront. Many designers will request the deposit at the time of the contract signing to hold a spot on their calendar. This is a great method for ensuring that both parties (the designer and the client) are on the same page for what work will be done, when it will begin, and how much it will cost.

Copyright

By default, copyright belongs to the original creator. If you are one responsible for doing the creating, you own the copyright, that’s the law. Only the copyright holder is allowed to change the work in any way (even small things like color changes, or other edits), as well as sell or distribute the work unless specified in a written agreement. Because of this, most clients will want to become the copyright holder or at the very least, have an agreement about what they can and cannot do, once the work is finished.

In order to transfer copyright to another person, you’ll need to have an agreement in writing signed by both parties. The contract needs to address copyright and the potential transfer of copyright to the new owner. It’s important that you as the designer make very clear in your contract, that even if you decide to transfer copyright to the client, that you will still reserve the right to show the work as part of your portfolio or in any other type of self promotion.

Most clients won’t have a problem allowing you to show the completed work for self-promotion purposes, but some may have concerns. It isn’t uncommon for clients to want to add language in the contract about timing, often they will require that you wait until after their official launch or some time thereafter to show the work in your portfolio. It’s important to discuss this topic with your client to make sure you can work out an arrangement in advance to avoid any potential problems down the road.

Cancellation Clause & Kill Fee

Projects get cancelled for a whole variety of reasons and it can be difficult or even unfair in some cases to try to collect full payment for a partially completed project. At times, you will have only delivered some preliminary sketches when a project is terminated and other times, a project may be nearing completion when it gets the ax. Clients may not always realize the amount of time that goes in at the beginning of a project doing research and brainstorming activities. They might have the impression you haven’t done as much work as you have, so it’s important to make sure you are covered for your time and efforts if this occurs.

To be proactive about this, some designers include a clause in their contract that outlines what will happen in the event that a project is cancelled before completion. Often this clause includes a kill fee. A kill fee gives you an opportunity to protect yourself and to make sure that you are able to collect for any billable time you have put into a project. It’s usually a set amount, typically a percentage of the total project fee. If you collected an initial deposit, this can serve as the kill fee or the kill fee can be in addition to the non-refundable deposit.

A cancellation clause can also be added to your contract to protect you and any completed work from being used by the client in any way. This is important as it could mean that a client takes your ideas and preliminary sketches to another designer to work from, which professionally and potentially legally speaking, is wrong. Common consequences to spell out in the contract, in addition to a kill fee are:

• all of the materials related to the project must be returned to you within a specific number of days after the project termination date
• the already completed work is not allowed to be used by the client
• you will retain copyright and all original artwork

These things may seem initially quite harsh, but I assure you it is common practice. Any client that expresses concerns about your cancellation policy is exhibiting symptoms of exactly the type of client you are protecting yourself from with these policies.

Client Responsibilities

It’s important to include in your contract what responsibilities the client has in completing the project and the deadlines they need to meet. Design work is a two way street. There is no design without content, and there is no content without a client providing it to you. It’s really easy to miss deadlines if you aren’t provided with the content you need in a timely manner, and it’s easy to take the blame if you haven’t clearly outlined to your client what you need from them and when.

Some clients will have experience working with designers and will be prepared for doing their part. Others will not have worked with a designer before and will need to be educated on what it means. It is your responsibility as the designer to make sure your client is properly educated on what it means to purchase design, work with a designer, what the design process is, and what role they will need to play in that process.

Be very specific so there isn’t any room for misinterpretation. It’s best to explain to the client in advance your process and what they can expect from you. Clearly explain that you consider any project a partnership and how important it is that both partners will need to be equally invested and engaged throughout the process. You may find a client who is new to purchasing design that expects that you should just “do the work.” They may be surprised that you need them to be so heavily involved, or need them to provide most if not all of the content. Choose to accept this situation as an opportunity to explain how important their role is in the process: that they are the experts on their business and you are the expert on the communication and it takes both to make an effective design.

Choices, Changes & Revisions

Make sure to spend some time making very clear what the client can expect in terms of choices, changes, and revisions at each stage of the project. Each designer will have their own process, but it’s important to make sure your client understands what that process is and what they can expect from you at each stage. It’s really easy to blow timelines and budgets if it isn’t clearly stated in advance how many rounds of changes or revisions you’ll allow during the process.

Some designers are very strict and follow the example set by design legend, Paul Rand. These designers offer only a single solution–no choices, no changes, and no revisions. They support this stance by explaning that they will provide, given their experience and expertise, the best possible design solution to the problem and support that stance by explaining that they believe it’s a waste to spend time massaging a less successful idea just to be able to say you provide choices.

Note: If you’re interested in reading more about Paul Rand and his philosopy on multiple solutions check out his essay, The Politics of Design. Beginning in the fifith paragraph, he very aptly describes his experiences and explains his position.

In my experience, there is only a small percentage of working designers who work this way, but it does make for a good illustration for the point I’m trying to make. Imagine a client’s surprise if they didn’t learn of this policy beforehand, instead they only found out when they requested a revision to the provided design or when they came to a meeting expecting three ideas and instead only got one.

Most designers I’ve talked to describe the conversation they have with their clients as some variation of this:

In x amount of time, I’ll put together x different ideas for directions we can take this project in. At that time, we’ll meet and choose which of the directions to take. I’ll hear your feedback on the one that is chosen and work on a few variations. Then, in x amount of time, we’ll meet again to review these more refined versions and choose a finalist. I’ll allow for some feedback and make any small edits or changes necessary to finalize that design which will be packaged up as a final deliverable ready for you by the final deadline.

If I were the client in this conversation, I believe I’d have a pretty solid understanding of what I can expect from each stage of the process. I would know how many options I’ll get to see and that I’ll have my chance to give input, to what degree I’ll be able to make suggestions, and at what stages. I think I’d walk away from this conversation fairly comfortable in knowing how my designer works. People are always afraid of the unknown, and especially for clients who haven’t worked with a designer before, the design process will be very unfamilar territory. They will be comforted by the careful explanation of each stage of the process, so don’t skip this step. Take your time explaining, it will be well worth your time.

This conversation is also a good opportunity to explain to your client that one of the most common reasons for going over budget or for breaking deadlines has to do with the number and extent of requested revisions. Because of this, any revisions or changes beyond what is agreed on in your contract will need to be re-estimated and billed separately under another contract and timeline. This will let your client know in advance that they should be looking for the section of your contract spelling out exactly what you’ll provide under your original estimate and won’t be surprised later if something comes up that will cause the project contract to be re-evaluated.

No matter what your process, be it Paul Rand’s one and only, or something of your very own, make sure to be clear what it is you will provide and when. Also be clear what the client will be allowed to change and to what extent. Give exact numbers when dealing with the number of choices and give exact numbers when it comes to estimating and billing anything outside of the scope of the original project. Don’t be afraid to list the hourly rate you’ll charge for work completed that is outside the project scope, but do make a note that any outside work will need to be approved by the client in advance. Doing this builds trust as they won’t feel like you might sneak something by them. Be as specific as possible to help protect your work and your time from the endless revision cycle.

Special Notices

I include this section mostly for the web designers out there, but there is likely other deliverable specific material that others may find this section suitable for. I use this section to let my clients know what browsers will be supported in any final websites I build. I include a very specific clause that states that websites will be compliant with modern browsers which I list for the sake of total transparency.

Every designer is different as is each client and each project, so make sure to be clear about any limitiations your work might have. Let them know exactly what browsers you’ll be building for and testing on so there aren’t any surprises later if they call you and say that the site appears broken when they use their mother’s (or grandmother’s) ancient laptop running IE 6. Remind them that browser updates are free and that the vast majority of users will be viewing their site on a browser that has been updated in the last few years.

There is a caveat to this one however, make sure you take the client and their audience into account. It’s possible that they will need their site to work on some very outdated browsers. There are parts of the world that still depend on some fairly outdated machines that will only run some very outdated browsers. It’s your job as the designer/developer to ensure that the site will perform for their specific audience, that is part of your job as the professional. Make sure you know the usage statistics, the audience, and the nuts and bolts to build for that audience, or it might be best to pass that project on to someone better suited for it.

Final Deliverables

This section, for me at least, is usually a very detailed bulleted list of the finished items that I will be providing at the end of the project. I list each item, and any specs I have for that item. If available at the time of the contract, I’ll list dimensions, materials, and all included digital files. This way, my client understands exactly what they will be taking home at the end of the project.

Schedule with Fees

This may be the shortest section of any in my contract, but it is one of the most important. I use this section to very clearly state what my charges will be and when I will be collecting payments. For projects that have several component parts, I might list each of those separately with the individual prices attached to each one.

In this section, I clearly outline what my deposit is to begin the project in both dollars and percentage of the total project budget. If the project is broken into phases, I will outline the amount in dollars and in project percentage that will be due at the completion of (or beginning of depending on how you bill) each phase. Lastly, I make sure to include the final payment amount in both dollars and percentage (of course) and a notice that final deliverables will be provided once the final payment has been made.

I make sure in cases of web design projects to include a note that publishing a website on a live server is considered a final deliverable. I’ve found that it can be more difficult or take longer to collect final payments after the final deliverables have been handed over. I’ve learnedthat it is just simply better to avoid the awkwardness of post project payment requests all together.

Final Thoughts

I’ve put this post together to be used as a helpful reference for designers just beginning to do some side projects or freelance work. These are my thoughts and recommendations, backed up by more than a decade of client work and design experiences, and I’m more than happy to share them. Though I do think I’ve provided a good summary of things to think about and to be included in a contract, I’m not a lawyer, and this article shouldn’t take the place of an actual contract.

I strongly suggest hiring a lawyer to help draft a solid, legally defendable contract to protect yourself and your work. This is especially true if you’ve moved on from smallish projects to more large-scale ones. If you aren’t to the point where you want to get a lawyer involved, I suggest you take a look at the Standard Form of Agreement for Design Services provided by AIGA. Though a little overwhelming to some, it’s a great place to start if you are looking for a solid template to build on.