Are you working without a contract? Perhaps you were not paid. Maybe you have a contract and want to update it. In this one hour free workshop we will discuss the components of a contract for designers and why you need one. An attorney will be on hand to answer questions. The workshop will be held Saturday, May 26, from 11am to noon at the Fayetteville Public Library and is being offered by New Design School and Attorney Paul D. Reynolds.

1. Contracts for
Designers
Sonia Davis Gutiérrez
Attorney, Paul D. Reynolds

2. Documents
Contract – 18 Sections
Exhibits – 2 Exhibits
Change Order – 1 per revision
phase
Download template documents at
http://newdesignschool.org/contracts-for-
designers.html
Find this presentation on SlideShare

3. Contract: Definitions
Date
Client
Designer
EXAMPLE
This agreement made effective 26th Day of May, 2012, between
Sample Business referred to in this agreement as Client, and
Your Design Business Name, referred to in this agreement as
Designer.

4. Contract: Recitals
Explanation of the reasons for the transaction
Goal
Referencing details in the Exhibits: Creative
Brief
EXAMPLE
A. It is the intention of Client to create a website at described in
attached Exhibit A which is is incorporated herein by reference; and
which shall be referred to in this agreement as the project.
B. Client in connection with the proposed project desires to retain the
services of Designer on the terms and conditions set forth below. In
consideration of the matters described above, and of the mutual
benefits and obligations set forth in this agreement, the parties
agree as follows…

5. Exhibit A
Supporting reference document
Project Details – most customized of all
documents
Schedule
EXAMPLE
A. Objectives
B. Target
Audience
C. Specifications
D. Creative
E. Content
F. Timeline

6. Contract: Section 1 General
Designer will do good work
Designer will stay on schedule
EXCERPT
A. Designer agrees to perform all of the professional services in
connection with the project and comply with the terms and
conditions set forth in this agreement, which shall be performed in
a diligent manner.
B. All time limits stated in this agreement are of the essence.
C. Designer in designing the project shall use its best professional
efforts to take into consideration the project's relation to
Client’s interests…

7. Contract: Section 2 Consultants
Working with client’s hired professionals
Work collaboratively with clients consultants
Designer should express if consultants work
does not meet requirements
EXCERPT
…Designer will coordinate and cooperate with all consultants
retained directly by Client. Designer shall coordinate the work of
its own consultants, and shall certify, to the best of its knowledge
and belief, that any work performed by Client's consultants is
complete and meets Designer's requirements, and Designer shall
notify Client if any such work performed by Client's consultants
is not satisfactory or is incomplete in view of Designer's
requirements.

8. Contract: Section 3 Basic
Services
Approvals in writing along the way
“Change Orders” for amending
EXCERPT
…The professional services of Designer shall be performed in
accordance with the phases set forth in Exhibit A. At the end of each
phase, Designer will review the project progress and secure written
approval from Client that the project in its current form concurs
with the project costs previously reviewed by Designer and approved
and budgeted by Client as may be amended by any change orders;
Designer will cooperate closely with Client and shall further assist
Client in all possible ways so that such concurrence is accomplished
and that the total cost of the project does not exceed the maximum
project cost.

9. Contract: Section 4 Client
Responsibilities
Equity, Art, Materials necessary
Designated contact
EXCERPT
A. Provide Designer with information and criteria outlining Client's
objectives, specifications, and functional requirements for the
project; and all art, documents, and materials listed in Exhibit B.
B. Inform Designer in writing of the maximum project cost for the
project.
C. Maintain close liaison with Designer.
D. Designate, when necessary, representatives authorized to act in its
behalf.
E. Examine documents submitted by Designer and shall render
decisions pertaining to them promptly, to avoid unreasonable delay
in the progress of Designer's services. Client designates its
representative to be Name of Contact.

10. Exhibit B
Supporting reference document
What format to provide artwork
List of causes for additional cost
EXCERPT
A. All art work, graphics, and text documents should be
provided in an industry standard format such as Adobe
Illustrator EPS, Microsoft Word or in the body of an email
B. Any of the below could result in a “change order" resulting in
additional cost or schedule changes: Art work that is faxed
or requires scanning and retouching (not in the digital
format described above) Modification to the provided digital
content Editing of photography or illustration including
necessary retouching, cropping, color manipulation Proofing
is the responsibility of the client. Editing and proofing
services can be requested and provided upon request as an
additional consultant

11. Contract: Section 5 Designer’s
Compensation
Price to complete project
Cost for additional hours
Expenses
EXCERPT
A. For Designer's basic services, as described in Section Three, Client
shall pay to Designer a fee (the "basic fee") in the amount of One
thousand two hundred eighty Dollars ($1,280), which is 16
hours of design and development at an hourly rate of Eighty
($80) dollars per hour, notwithstanding total project cost and
change orders.
B. For Designer's additional services, as described in Section Six, Client
shall pay to Designer an additional fee of Eighty Dollars ($80.00)
per hour for all services listed in Section Six.
C. For Designer's reimbursable expenses ("reimbursable expenses,"
defined and limited in Section Seven), Client shall pay to Designer
amounts expended by Designer on a cost-only basis. .

12. Contract: Section 6 Additional Services
Significant changes to the project
“Change Orders” issued and approved in writing
Changes after approvals
Significant changes
EXCERPT
…Designer agrees to perform or obtain any additional services if
requested to do so in writing by Client; however, no additional
services shall be performed without prior written authorization
(“change order”) by Client. The following shall be considered
additional services:
A. Revisions to the artwork, layout, and/or specifications, if, after
Client has approved Phase I, Client orders changes in the scope
of the project that require Designer to make extensive revisions
to the artwork, layout, and/or specifications, provided that such
changes are not due to any acts or omissions of Designer.
B. Significant revisions, initiated by Client, of previously approved
specifications to accomplish changes, except as provided in
Section…

13. Change Orders
Addendum to contract
When more time is going to be required
Clearly describes change and cost
Must be approved in writing
INCLUDES
Project Previous Contract Amount
Date Revised Contract Amount
Description of change Designer Signature
Total Estimated Cost Client Signature

14. Contract: Section 7 Reimbursable
Expenses
Approved travel outside of the general area
of office
Taxi, air, mileage, tolls, lodging
EXCERPT
…Designer shall be reimbursed for the following reimbursable expenses
only to the extent that such expenses were necessarily incurred for
the project. Travel, when approved in advance or required by Client,
for Designer and its representatives (except for travel in the general
area of Designer's office). Travel reimbursement shall be limited to:
A. Reasonable actual cost of any taxi, bus, railroad or air travel (coach
where practicable);
B. Transportation by automobile at Fifty Cents ($.50) per mile, plus
tolls and parking; and
C. Reasonable actual lodging expenses and meals incurred while
traveling…

15. Contract: Section 8 Payments to Designer
Terms of Payment
How payment is made
When payment is due
EXCERPT
A. One half (1/2) of the total is due to initiate the project. The second
half is due upon completion.
B. Payments for approved additional services (change orders) and for
approved reimbursable expenses shall be made without duplication
not more than once a month, within fifteen (15) days of presentation
of Designer's detailed statement. These detailed statements shall
include all appropriate support data and shall be submitted on the
fifteenth day of each month and shall cover all such expenses
incurred up to the last day of the previous month…

16. Contract: Section 9 Suspension or Termination of
Performance
Procedure for ending a project before
complete
When payment isEXCERPT
due
A. Client may at any time, and for any reason, direct Designer to stop
Designer's services under this agreement for a period of time. This
direction shall be in writing and shall specify the period during
which the services are to be stopped. Designer shall resume services
on the date specified in the direction, or on any other date as Client
may subsequently specify in writing. The period during which
services are stopped shall be added to the time fixed for
performance. Stoppage of services under this Section shall not give
rise to any claim against Client.
B. Client may at any time, with or without cause, terminate this
agreement by written notice to Designer specifying the termination
date, which shall be not less than Five (5) days from the date notice
is given. In the event of termination in this manner, Designer shall
be paid such amount as shall compensate it for the portion of the

17. Contract: Section 10 Designer’s Records
Documentation of time and expenses
Timesheets
Approved Expenses
EXCERPT
A. Designer shall keep, and shall require each consultant engaged
under this agreement to keep, accurate records in accordance with
sound accounting principles, of all expenditures made and all
project costs, liabilities and obligations incurred under this
agreement. These accounts shall be available on reasonable request
to Client for examination and audit.

18. Contract: Section 11 Notices
Methods of communication
Communication channels
Confirmation of receipt
EXCERPT
…Any notice, approval, acceptance, request, bill, demand or statement
under this agreement from either party to the other shall be in
writing and shall be deemed to have been given when either
delivered personally, deposited in a U.S. mail box in a postage
prepaid envelope, or email addressed to the other party at the
address that accompanies their signature to the agreement. Either
party may at any time change address by delivering or mailing, as
stated above, to the other party a notice stating the change and the
changed address. Notices sent by email to the addresses listed in
Exhibit B shall only be deemed to have been given upon receipt of a
confirmation email from the recipient to the party giving notice.

19. Contract: Section 12 Clientship of Documents
Ownership of work
“Work for hire” contract
When paid in full, copyright belongs to client
EXCERPT
A. All drawings, plans, specifications and other documents prepared by
Designer in connection with the project are prepared as "work for
hire," as the phrase is defined in Section 101 of Title 17 of the
United States Code, and all title, Clientship and copyright privileges
are and shall at all times be in Client. Client shall not use any such
drawings, plans, specifications or other documents for any other
project to be or proposed to be.
B. Designer agrees, when requested by Client, to immediately execute
any reasonable documents which documents shall evidence and
acknowledge the Clientship of all drawings, plans, specifications and
other documents in Client.

20. Contract: Section 13 Professional Consulting Services
Managing subcontractors
Hiring other professionals upon approval
Managed and paid by designer
EXCERPT
A. Not engage any consultants, except those listed in Section Three,
without the prior written approval of Client.
B. Be responsible for the performance of the work of all consultants
engaged by it. This shall include the maintenance of schedules,
coordination of their work and resolution of all differences between
them.
C. Pay to any consultants employed for any part of the project fees
commensurate with the professional services. It is understood that
all consultants engaged by Designer are independent contractors to
Designer and not to Client and Designer alone is responsible for
their work.

21. Contract: Section 14 Proprietary Items
Legal use of content
Client should have rights to use provided
content
EXCERPT
Designer shall not, without the prior written approval of Client, specify
for the project or necessarily imply the required use of, any article,
copyrighted material, service mark, or trademark which is not the
property of Client or Designer.

22. Contract: Section 15 Acceptance of Final Payment
End of project
Final payment completes project and ends
contract
EXCERPT
The acceptance by Designer, its successors or assigns, of any payment
made under this agreement, or any final payment due on
termination of this agreement, shall constitute a full and complete
release of Client from all claims, demands and causes of action
which Designer, its successors or assigns have or may have against
Client under the provisions of this agreement.

23. Contract: Section 16 Liability
Designer and client responsibilities
Client is liable for all provided content
Designer and Client are liable for project
completion
EXCERPT
A. Any claim made by Designer arising out of any act or omission by
any officer, agent or employee of Client, in the execution or
performance of this agreement, shall be made against Client and
not against the officer, agent or employee, unless such officer,
agent or employee lacked authority to enter into this agreement.
B. Designer shall require each consultant to agree in its individual
contract with Designer not to make any claim against Client, its
agents or employees by reason of that contract.

24. Contract: Section 17 Miscellaneous
State laws and other items
All state laws apply
Client’s contract items not already included
could be added here
EXCERPT
A. This agreement shall constitute the sole understanding of the
parties and supersedes all prior negotiations, statements,
instructions, representations or agreements either written or oral.
This agreement may be amended only by written instrument
signed by both Client and Designer.
B. The laws of the State of Arkansas shall govern this agreement.

25. Contract: Section 18 Signatures
Designer’s signature, date, printed name, title,
business name, email, address, office phone,
mobile phone, fax
Client’s signature, date, printed name, title,

26. Thank You
Sonia Davis Gutiérrez, founder and president
New Design School; principal and designer of
3c21 Design
Facebook, Twitter, LinkedIn
Paul D. Reynolds, attorney
Facebook, LinkedIn
Download template documents at
http://newdesignschool.org/contracts-for-
designers.html
Find this presentation on SlideShare