Standard wisdom is that, when providing design services to clients, you should always sign a contract with a detailed set of terms and conditions in order to prevent any confusion about the legal and financial aspects of the relationship. However, it's not unusual for new designers to provide services to clients with no contract whatsoever.

This lack of awareness about the importance of contracts is an indication that many design degree programs don't do a good job of bringing students up to speed on key business issues. Without a good contract, clients can and will take advantage of you. You'll encounter legal and financial problems that could have been easily avoided. A good contract prevents confusion and protects everyone's interests. You'll realize how vital this is after you've been burned a few times. Designers who are further along in their careers and working on larger projects have learned the importance of having formal agreements in place.

SAMPLE CONTRACTS
So, how do you get wise on these issues? Start by collecting sample contracts for the kind of design work you do. The best sources for these are professional associations and paperbacks about the business of design. (If you do an internet search, you'll also find that there are companies offering to resell documents that were previously developed for their own use. This is not a good option for you because it will cost you more and the documents themselves will be less standard since they're not widely used.) As you gather these sample contracts, you'll find that they fall into two general types: preformatted documents in which you just fill in the blanks, and detailed terms and conditions that are intended to be attached to a proposal document you've developed yourself.

FILL IN THE BLANKS
For newcomers, fill-in-the-blanks documents seem quick and easy, but the approach does have some disadvantages. First, it can seem rather impersonal and cookie-cutter, which runs counter to the fact that design is a highly customized professional service. Secondly, the form you select must be a very good match to the project at hand. Because of this, publishers of fill-in-the-blanks forms must provide a wide variety for you to choose from. For example, the Graphic Artists Guild provides fill-in-the-blanks documents. Their handbook has 20 different sets of terms and conditions, each for a specific type of design project. You must be careful to select the right one:

Graphic Artists Guild Handbook: Pricing & Ethical Guidelines, distributed by F+W Publications

Attorney Tad Crawford has also taken this approach in the business paperbacks he's produced with various collaborators.

Business and Legal Forms for Graphic Designers, published by Allworth Press

Separate volumes are available for graphic designers, illustrators, industrial designers, and photographers.

YOUR OWN PROPOSAL
A different approach is to write your own detailed proposal document, then attach a comprehensive set of terms and conditions. This approach is especially well suited to projects that span creative disciplines and have multiple deliverables. This requires more sophistication on your part. First, because the proposal will be a detailed narrative document that defines the scope of services and describes your creative process. Secondly, you need to understand the legal and financial issues involved and attach terms and conditions that are appropriate. For this reason, sample terms and conditions intended to be used in this way come with a lot of instructions. To see what I mean, download this free PDF from the American Institute of Graphic Arts (AIGA):

AIGA Standard Form of Agreement for Design Services, booklet 9 in the series Design Business and Ethics

It includes sample contract language along with instructions and explanations of the important legal concepts involved. A similar approach was taken by the Association of Professional Design Firms (APDF) when it developed sample terms and conditions for industrial designers. The publication includes explanations and commentary, and has been endorsed by the Industrial Designers Society of America (IDSA). It is available for purchase online:

APDF Contract Terms and Conditions Reference for Product Design Consultants

UNDERSTANDING THE ISSUES
When you have collected samples that are appropriate to the work you do, study them carefully. Take time to read the instructions and look up any terms you?re not familiar with. There is a good online legal dictionary available:

FindLaw

Once you've gathered as much reference information as possible, prepare a draft of the contract format you'd like for your business. Then make an appointment to review it with your own attorney. This will be an opportunity for you to ask questions and receive guidance in finalizing everything.

LONGER RATHER THAN SHORTER
In many ways the work we do as designers has become more complex, yet everyone is still hoping for a shorter contract. To quote H.L. Mencken: For every complex problem there is a simple solution ... and it is wrong. To cover all of the essential issues, your terms and conditions are not going to be particularly short. At first, you might feel a bit anxious about this. You may be worried that the amount of fine print will seem out of proportion with the size of the project. You may be afraid that this will scare off a new client. To overcome these concerns, you will probably need to do some client education.

You need to be knowledgeable enough in these matters to answer questions from clients about the contract language you've submitted to them. Reassure the client that a well thought out contract protects them as much as it does you. An effective negotiation strategy is to agree on a complete set of terms and conditions just once at the beginning of each new client relationship. Then, future projects can simply refer back to it.

This article was originally published in the May/June 2006 issue of STEP inside design magazine.

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