Contracts for design firm?

2008-04-10

I've seen contracts for website design only, but is there any contract out there (that maybe I can buy, download, or find out) that is used for a company with services (photography, prints, web design, etc). Are there a contract that can be used for all I've pointed out? Or I've to have a separate contract for each service I provide?

How do those guys in big companies actually come out with these contracts? Do they type it out word by word? Or buy/download and change them to suit their needs? Approaching lawyers to come up with contracts for me ain't really the time for me now, as I'm just gonna get started.

What are the contracts that are Mandatory for a web-design company?

Anyone who can share his/her contracts with me? I'll totally appreciate it. Any help is appreciated, thanks.

"This is my line... There are many like it, but this one's mine..."

Andy M · 2008-04-17 #2

In terms of work for larger companies, sometimes these clients have their own contracts. And usually they're written by lawyers (at first word by word but a lawyer with experience usually has something somewhat templated). They're usually quite generic and may have an addendum for additions/modifications to the general contract.

If you're the one providing the contract, it should be drafted by a lawyer. The lawyer will create a general all-purpose contract and it would be modified as necessary.

Besides, if you're dealing with a large contract, you SHOULD have a lawyer involved. Part of your fees will be legal fees anyway and it's just the cost of doing business.

In terms of free, if you own a legit copy of Microsoft Office, there's the Microsoft Office Templates which you can download here: http://office.microsoft.com/en-us/te...172451033.aspx

logicalNOT · 2008-04-17 #3

http://www.aiga.org/content.cfm/standard-agreement

An excellent resource deigned to allow you to craft relevant contracts to the type of work you are engaging in. Nothing beats professional advice from a good attorney, but this is a great starting point for a small company or freelancer.

best of luck,
-Rob

dlmaslow · 2008-04-18 #4

Don't forget your personal liability!!

I say all of this to scare you into getting a lawyer.

Although you can get a general contract that will make sure you get paid and they get the work on time, its not going to help you if they get sued over some work you did for them. They should pay for the lawsuit and damages, and you should be able to direct the defense because you created the work. The company you are going to work with will have a lawyer, and their standard contracts will be written in their favor.

You also have to seriously consider who owns the work when the two parties part ways. Things that are missing from your contract, signing after work has begun, or the absence of a contract all effect your legal rights and liability. In the rare instance u walk away from a project with the rights to your work you have to outline their rights, term, and limitations to use. Look up how the USPTO defines "work made for hire", as 90+% of the time that is how it will be.

I am just starting a business myself, and I ended up with a number of different contract for each unique situation, web, graphics, photo, product development. Getting a lawyer is your best bet. You can at least write off part of the expense if your starting up a company. There are also some free services for young enterpriser's, artists, new businesses, etc, provided by law schools and community interest groups.

Andy M · 2008-04-18 #5

dlmaslow, FYI, I deleted your double post. Cheers!

Anyway back on topic. dlmaslow brought up a good point and that's personal liability. Even Limited Liability Companies (LLC) can still go after personal assets if the violation is due to negligence. Even with contracts, there are so many things that can go wrong.

Here's an example which I faced in real life too:
- took on a small project for client
- made multiple mock-ups to the point that the client used up all their mock-ups (they didn't like anything)
- client said "I'll have to sit on them and get back to you"
- client never got back to us
- we called the client repeatedly and they said they needed more time
- client got back to us months later and asked what took so long for us to get it done
- client then threatened to sue for their deposit PLUS damages incurred due to loss of revenue that they WOULD have gotten if the website was up
- We ended up settling by giving back their deposit. Client still wanted to sue for compensatory damages. We said no way and prepared for a lawsuit.

Lawsuit never happened because the client didn't have a case (mainly because it was mostly his fault - technically we could have kept the deposit but a lawsuit is a lot of stress). Also, our contract said that we are not responsible for loss of revenue or any other liquidated damages. In this case, there were no compensatory damages because "loss of sales" is something that's not concrete and has to be estimated. Also, the courts work by awarding damages to put the plaintiff back in the position they were had the contract breach not occurred - in this case...no website. Our contract stated our position in terms of liability for liquidated damages (i.e. loss of revenue) which was $0. Therefore, a good contract and knowledge of the law avoided a lawsuit - regardless of how absurd the client's case was.

Since then our contracts are even more airtight. e.g. proposals are "for discussion purposes only" and upon contract creation, proposals become "exhibit A of the business contract".

Put it this way, being on the right side of the law means you'll probably win all the lawsuits against you but there will always be people who use lawsuits as a form of blackmail. In order to protect yourself against that, you should be fluent with contract law, you should have an airtight contract, and you should have a lawyer just in case. Remember that you want to AVOID litigation as opposed to winning them. And having a contract doesn't stop some people from suing. (Suing for negligence and collecting on "damages" is VERY common).

In terms of getting a lawyer, you should get a lawyer that is well versed in intellectual property/patent law as well as business/contract law. They need to know about ownership of copyright as well as how bidding/proposals work. Larger legal firms are usually more reliable because in the event of litigation, if there's one aspect your lawyer might not know, there will be other lawyers he/she can go to for advice. Also, fees can be reduced as they can have some work done by junior lawyers.

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	Andy M	2008-04-17 #2
	In terms of work for larger companies, sometimes these clients have their own contracts. And usually they're written by lawyers (at first word by word but a lawyer with experience usually has something somewhat templated). They're usually quite generic and may have an addendum for additions/modifications to the general contract. If you're the one providing the contract, it should be drafted by a lawyer. The lawyer will create a general all-purpose contract and it would be modified as necessary. Besides, if you're dealing with a large contract, you SHOULD have a lawyer involved. Part of your fees will be legal fees anyway and it's just the cost of doing business. In terms of free, if you own a legit copy of Microsoft Office, there's the Microsoft Office Templates which you can download here: http://office.microsoft.com/en-us/te...172451033.aspx

	logicalNOT	2008-04-17 #3
	http://www.aiga.org/content.cfm/standard-agreement An excellent resource deigned to allow you to craft relevant contracts to the type of work you are engaging in. Nothing beats professional advice from a good attorney, but this is a great starting point for a small company or freelancer. best of luck, -Rob

	dlmaslow	2008-04-18 #4
	Don't forget your personal liability!!I say all of this to scare you into getting a lawyer. Although you can get a general contract that will make sure you get paid and they get the work on time, its not going to help you if they get sued over some work you did for them. They should pay for the lawsuit and damages, and you should be able to direct the defense because you created the work. The company you are going to work with will have a lawyer, and their standard contracts will be written in their favor. You also have to seriously consider who owns the work when the two parties part ways. Things that are missing from your contract, signing after work has begun, or the absence of a contract all effect your legal rights and liability. In the rare instance u walk away from a project with the rights to your work you have to outline their rights, term, and limitations to use. Look up how the USPTO defines "work made for hire", as 90+% of the time that is how it will be. I am just starting a business myself, and I ended up with a number of different contract for each unique situation, web, graphics, photo, product development. Getting a lawyer is your best bet. You can at least write off part of the expense if your starting up a company. There are also some free services for young enterpriser's, artists, new businesses, etc, provided by law schools and community interest groups.

	Andy M	2008-04-18 #5
	dlmaslow, FYI, I deleted your double post. Cheers! Anyway back on topic. dlmaslow brought up a good point and that's personal liability. Even Limited Liability Companies (LLC) can still go after personal assets if the violation is due to negligence. Even with contracts, there are so many things that can go wrong. Here's an example which I faced in real life too: - took on a small project for client - made multiple mock-ups to the point that the client used up all their mock-ups (they didn't like anything) - client said "I'll have to sit on them and get back to you" - client never got back to us - we called the client repeatedly and they said they needed more time - client got back to us months later and asked what took so long for us to get it done - client then threatened to sue for their deposit PLUS damages incurred due to loss of revenue that they WOULD have gotten if the website was up - We ended up settling by giving back their deposit. Client still wanted to sue for compensatory damages. We said no way and prepared for a lawsuit. Lawsuit never happened because the client didn't have a case (mainly because it was mostly his fault - technically we could have kept the deposit but a lawsuit is a lot of stress). Also, our contract said that we are not responsible for loss of revenue or any other liquidated damages. In this case, there were no compensatory damages because "loss of sales" is something that's not concrete and has to be estimated. Also, the courts work by awarding damages to put the plaintiff back in the position they were had the contract breach not occurred - in this case...no website. Our contract stated our position in terms of liability for liquidated damages (i.e. loss of revenue) which was $0. Therefore, a good contract and knowledge of the law avoided a lawsuit - regardless of how absurd the client's case was. Since then our contracts are even more airtight. e.g. proposals are "for discussion purposes only" and upon contract creation, proposals become "exhibit A of the business contract". Put it this way, being on the right side of the law means you'll probably win all the lawsuits against you but there will always be people who use lawsuits as a form of blackmail. In order to protect yourself against that, you should be fluent with contract law, you should have an airtight contract, and you should have a lawyer just in case. Remember that you want to AVOID litigation as opposed to winning them. And having a contract doesn't stop some people from suing. (Suing for negligence and collecting on "damages" is VERY common). In terms of getting a lawyer, you should get a lawyer that is well versed in intellectual property/patent law as well as business/contract law. They need to know about ownership of copyright as well as how bidding/proposals work. Larger legal firms are usually more reliable because in the event of litigation, if there's one aspect your lawyer might not know, there will be other lawyers he/she can go to for advice. Also, fees can be reduced as they can have some work done by junior lawyers.