This contract for general design sevices is a hybrid of this one on Docracy and the AIGA one also found on Docracy. I wanted something that was simple yet covered the important bits such as payment schedule, kill fee, liability, rights etc. Change the parts in square brackets to suit. I've had this checked by a lawyer but I recommend if you decide to use it you also get it looked at by a lawyer too. Never do work without a contract in place. The majority of clients are good, decent and want to create great work with you — having a solid contract in place will strengthen that relationship and provide you with protection should things go awry.
Summary of Work (Final Art)
[Summary of work]
Confirmation of Engagement
Job Number: [Job number]
Schedule
Preliminary Designs: [Date], Final Design: [Date].
Rights to Final Art
Designer hereby grants to Client the exclusive, perpetual and worldwide right and license to use, reproduce and display the Final Art solely in connection with the Project as defined in the Summary of Work and in accordance with the various terms and conditions of this Agreement. The rights granted to Client are for usage of the Final Art in its original form only. Client may not crop, distort, manipulate, reconfigure, mimic, animate, create derivative works or extract portions or in any other manner, alter the Final Art.
Fee
[Fee]
Terms
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Reservation of Rights: All rights not expressly granted above are retained by the Designer. Any use additional to that expressly granted above requires arrangement for payment of a separate fee.
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Revisions: Revisions may be made only by the Designer at the Preliminary Design phase. Additional fees will be charged for revisions made after [number of revisions] preliminary design revisions, and for additions to project scope.
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Payment Schedule: 50% on project commencement, remaining balance on project completion.
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Payment Terms: Payment due 30 days from issuance of invoice. A one and one half (1.5%) monthly service charge will be billed against late payments. Grant of copyright is conditioned upon receipt of final payment, and upon Client's compliance with the terms of this agreement.
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Cancellation Fees: In the event of Cancellation, Designer will be compensated for services performed through the date of cancelation in the amount of 25% of the fees due plus any out-of-pocket expenses. Upon cancellation all rights to the Final Art revert to the Designer and all original art must be returned, including sketches, comps, or other preliminary materials.
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Accreditation and Promotion: Designer retains the right to reproduce, publish and display the Final Art in Designer’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Final Art in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Final Art and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
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Preliminary Works: Designer retains all rights in and to all Preliminary Designs. Client shall return all Preliminary Designs to Designer within thirty (30) days of completion of the project and all rights in and to any Preliminary Designs shall remain the exclusive property of Designer.
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Permissions and Releases: The Client agrees to indemnify and hold the Designer harmless against any and all claims, costs, and expenses, including lawyers' fees, due to materials included in the Design at the request of the Client for which no copyright permission or privacy release was requested, or for which uses exceed the uses allowed pursuant to a permission or release.
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Indemnification/Liability
9.1 By Client. Client agrees to indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Designer shall promptly notify Client in writing of any claim or suit;
9.2 Client has sole control of the defence and all related settlement negotiations; and
9.3 Designer provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Designer in providing such assistance.
9.4 By Designer. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Designer agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Designer’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that Client promptly notifies Designer in writing of the claim;
9.5 Designer shall have sole control of the defence and all related settlement negotiations; and
9.6 Client shall provide Designer with the assistance, information and authority necessary to perform Designer’s obligations under this section. Notwithstanding the foregoing, Designer shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorised content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Designer.
9.7 Limitation of Liability. The services and the work product of Designer are sold "as is." In all circumstances, the maximum liability of designer, its directors, officers, employees, design agents and affiliates ("Designer Parties"), to client for damages for any and all causes whatsoever, and client's maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of designer. In no event shall designer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by designer, even if designer has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
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Miscellaneous: This Agreement shall be binding upon the parties, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the entire understanding of the parties. Its terms can be modified only by a writing signed by both parties, except that the Client may authorise expenses or revisions orally. Any dispute arising out of this agreement will be resolved by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/ or binding arbitration through a relevant arbitrary association. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions. This agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement or its formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with English law.
This Agreement must be signed and returned before Designer can schedule or begin the work.
Signed by and on behalf of [Designer Name]
Signed by and on behalf of [Client Name]
[Date]
How do you enforce these terms? Would you reject the project if client doesn't pay in advance or has Net30 (which usually ends up being Net45) payment terms?