Design Project ContractsApril 25, 2013
In my more than ten years of writing about design professionalism the most-oft-requested topic or resource from designer readers have been project contract examples. While I have written and spoken much about contract standards and specifics, in part, I have never shared any complete contract examples. Owing to brand propriety, competitive advantage, or my contempt for spoon feeding, it was never prudent to do so.
Today, though, I don’t have any brand to protect or any competitive advantage to cultivate or exploit. And as I’m an enthusiastic sharer of professional tools and practices it is high time to share some contract examples. Good designers are immersed in consequential and professionally/legally intricate processes and have a moral obligation toward proper preparation. No matter my present work situation, that is my business. I desperately desire to help. And I aim to here. I must urge you, though, even if you find these contract documents suitable not to take thems as a conclusion. At most they should serve as a springboard toward your more in-depth effort to arrive at contracts that better suit your needs. They’re not the end, but the beginning.
To supplement, perhaps to complete and finalize for all time my contributions to the preparation of design professionals and aspiring pros, I present here example templates for both an Authorization To Proceed (ATP) and project Terms & Conditions.
Download the contract templates .zip file here. (Word .docx format)
These contract templates should not be misconstrued to suggest any specific process, pricing scheme, or project componentry. They’re just very general examples of some specific things I’ve done in the past. I make not promises as to how they’ll suit your needs. God bless and good luck. With caveats:
These contract documents are not merely conceptual examples, but rather tried, tested, and evolved examples (much generalized) of what I’ve used for my projects over the past 6 years. They are the product of the fundamental tenets of design professionalism, trial and error, and some lawyer-proofing exercises. They’ve worked for me. I believe they make sense, and I believe they cover the things most designers in most contexts need to consider and prepare for. Also, my belief constitutes no guarantees:
None of the preceding means that they’re ready to go for you. There are many specifics detailed in these example documents that you must refine and modify for your own contextual and specific purposes. They’re also presented here as-is and with no guarantees or promises. Your use of these documents in any form is your own business and your own responsibility; if you’re not satisfied or if you get sued when using them, don’t even think of complaining to me—that’s your business. My promise is this: Use these documents at your own risk. If you’re not satisfied, too fucking bad. Your choice means your responsibility.
Both of these documents will require your extensive modification to make appropriate for your specific needs and your specific project context—and you should have a lawyer from your state review them and offer specific suggestions. For example, the ATP document template is not cohesive, as it describes various sorts of projects in the scope, process, and price sections that do not jive with one another—an effort to show you various project contexts. Do your job and contextually modify these templates to suit specific context!
The Authorization To Proceed
The ATP is the project details and the brand banner for your contractual voice. It outlines the specifics of the project and covers:
- scope of work
- process description
- payment structure
- final ideals/agreement
In addition to describing the basic process you and your client will be getting into, it also and importantly outlines some fundamental standards and ideals that your client needs to agree to (which means you must have shared these standards and ideals with them in pre-bid discussions!) in order to work with you or your agency. It’s the thing you should probably walk them through; either on the phone or in person. It’s the thing they’ll have personal attraction to or misgivings about. It must be right.
The Terms & Conditions
This is the main contractual document and the teeth of the contract between you and your client. It covers the following topics:
- general working agreement
- out-of-pocket expenses
- additions and alterations
- nature of the content
- errors and omissions
- property & suppliers’ performance
- abuse of relationship
- rights of ownership
- terms & termination
- production schedules
- additional provisions
The T&C is where all of the legal details are…detailed. It therefore touches on things you must prepare for and be prepared to enact, deal with, support, exemplify, etc. Put all of your requirements, contingencies, and expectations into this document…and remove those (from the raw template) that you’re not prepared to enforce (Though you should require and enforce all that are represented in this template. You’re the pro!).
How to use them
If you choose to adopt these documents in some version for your own purposes, I suggest the following: save each as a template, but then turn all of the context-specific and project-specific information RED so that you can save-as for each project and have clear indication of what needs to be modified to fit the context. Then using such a template for each new project will save you lots of time.
As a prompt and example I have done just that in the termsExample.doc presented here. There may, of course, be more in that document that you need to modify on a case-by-case basis, so take special care in preparing your templates.
As a last bit of advice, I’ve always used an online signature app so that project contracts and approvals are quick and easy. It’s 2013; don’t force or even let someone print out, sign, and fax back to you. Project signoffs should take seconds, not days.
Finally, the details referenced in these documents are what I believe are the bare minimum for both the design pro/agency and the client. You may have more or different, or even fewer requirements (though I certainly hope not) so make sure that your versions of these documents are specific to your needs, context, and requirements.
Pressure test them in every project. Find out what is more and less advisable for you; what works and does not work. Part of what these documents are supposed to do for a design professional or an agency is get potential clients to become clients—but the right kind of clients. Keep professional standards in mind and in practice, but adjust to suit. Your mileage may vary.