node 17607

unknown

Hi Typos,

Recently a client contacted me about the terms of our (more than) year old corporate identity contract. The project consisted of the standard corporate identity materials: letterhead, faxhead, business card, two types of envelopes. The logo had been previously developed (by us), but the CID project consisted of doing some finishing work on it. Do to budgetary constraints, the client opted out of a graphic identity standards manual against my recommendation.

The client called me with concerns about the ‘Rights & Ownership’ clauses. I used the standard AIGA contract for this job. The section states:

—-

## 5. RIGHTS AND OWNERSHIP

### 5.1. Rights

All services provided by the Designer under this Agreement shall be for the
exclusive use of the Client other than for the promotional use of the Designer.
Upon payment of all fees and expenses, the following reproduction rights for all
approved final designs created by the Designer for this project shall be
granted:

> Unlimited reproduction/usage of Corporate Identity designs

### 5.2. Ownership

All drawings, artwork, specifications, and other visual presentation materials
remain the property of the Designer. The Client shall be entitled to temporary
possession of such materials only for the purpose of reproduction after which
all materials shall be returned, unaltered, to the Designer.

All preliminary concepts and visual presentations produced by the Designer
remain the property of the Designer and may not be used by the Client without
the written permission of the Designer.

The Designer shall retain all artwork, drawings, and specifications, for which
reproduction rights have been granted for a specified period from the date of
the signing of this Agreement. Upon expiration of this period, all such
materials may be destroyed unless the Client has requested, in writing, that
they be retained and agrees to pay reasonable storage charges. The Client shall
have reasonable access to all such materials for the purpose of review.

The specified time for the Designer to retain such materials shall be

> 365 days/One year

—-

The client wants me to amend the contract to turn over ownership to him. This (BTW) is more than one year later. It appears that he never read the contract in the first place. He said things like “I don’t feel comforatble with this” and “what if you die tomorrow?” and “what if you try to screw me?” — sighting a past negative experience with a photographer. His rational that he paid for it so he should own it seems typical. What, in fact, he paid for was my creative problem solving/services to arrive at a corporate identity.

It is my feeling (from his other questions/rhetoric) that this really has more to do with the logo than anything else. I think they think that they should just be able to take their logo and “slap it on” anything they like without my involvement. In fact, they already broke a previous (website) contract by attemting to have the logo and other design elements reproduced onto t-shirts. Naturally, they came out looking AWFUL. This makes both of us look bad — their corporate image and my reputation. To be fair, however, I don’t think they were aware that they had breached our contract.

I never said anything about this, except that the t-shirts didn’t look very good and that they’d be lucky to get rid of them. Had they approached me, I would have been glad to design the t-shirts for a modest fee.

Now that we’re onto designing their vehicles, this whole thing has reared it’s head. I almost feel like I had to force the issue of being involved with creating an appropriate design and use of the logo for the vehicles when they implied they just wanted a digital version to give to thier ‘vehicle guy’ to “slap it on.”

They don;t have anyone in-house to manage design and the vartious parties who “slap it on” are neither qualified. That’s where I come in — or so I thought.

This client has profited TREMENDOUSLY from my services over the past two years, and now I get the impression that they feel extorted and would like to get full rights and push me out the door. I don’t know this for sure, but it’s the feeling I get.

My position is that I generally enjoy working with them and would like to continue to help them develop their visual identity in a logical and consistant manner.

MY QUESTION(S) are really as regards to the legal issues here and how to respond/discuss this with the client. I’ve never come up against legal/contract question, although I hear it’s not uncommon. I’m inclined to not make concessions without renegotiation and financial compensation, and (at least) developing a standards manual). I think they may not respond well to this. Your feedback and advice is much needed. In addittion, any references to other sources of legal advice as related to design services/rights & ownership/copyrights, etc. is most welcome.

Kind regards,

-t

unknown

Seems to me that you’re completely covered by using the boilerplate AIGA contract. “I didn’t read the contract” or “I don’t like its terms anymore” don’t cut the mustard legally.

Any lawyer this client consults would tell them the same thing.

Hope this helps!
—Michael.

———————————————————————————
// love what you do or do something else. //
Michael Ebert — graphic designer, jazz saxophonist, horror movie devotee
http://homepage.mac.com/mwebert
mwebert@mac.com
———————

unknown

>I think they think that they should just be able to take their logo and “slap it on” anything they like without my involvement.

They do… form the contract they have “Unlimited reproduction/usage of Corporate Identity designs”

This seems completely unrelated to the “artwork, drawings, and specifications” - you could use their desire to own these materials (which they already “have reasonable access to”) to re-insert yourself into their day-to-day use of the logo.

unknown

As Si says they have unrestricted usage of the logo and your artwork for their stationery* as long as they have paid the fees.

*although you can request some kind of additional storage fee.

Certainly you could/should charge for providing any other services, however, playing Devil’s advocate, the client has paid you for the work involved in the creation of the logo and they have a point in their assertion that they have paid for the logo and can use it however they choose, no matter what you advise them.

To keep your relationship with the client, I think you should accede to their request with good grace, letting them know that you are not compelled to do this. Suggest that you act as a consultant/brand guardian (checking and approving) and, if you can quantify it, show how they have profited from your work. Insisting that they use your services in creating a standards manual will feel to the client as more extortion.

Tim

unknown

I think there may be some confusion on both out parts as to the meaning of the clauses. The way I understand it, the final approved designs (logo, CID materials) are for exlusive and unlimited usage/reproduction of the client. I.E., they’re the only ones allowed to use them, except me (for promotional purposes).

The ownership clause is referring to “drawings, artwork, specifications, and other visual presentation materials” — not the final approved designs/services, yes? Doesn’t this just mean that all the materails that I produced to arrive at the final design are my property, but that I hold them for a year?

Any lawyers in the house?

-t

unknown

You could be right - but I can’t think the AIGA would have a model contract that defines ‘exclusive use’ as giving the client no rights to share a design with a printer or t-shirt maker. Do they provide an FAQ for the cotnract or a ‘human readable’ form?

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