Notes · 8 July 2019
On the small print of small studios
The contract is the second-most important document in any studio's business. Most small studios do not have one.
The contract is the second-most important document in any studio’s business, after the brief. Most small studios do not have one. Or, more precisely, they have something they call a contract, which is a two-page Word document downloaded from a forum in 2014, lightly edited, signed by everyone for years without anyone re-reading it. This is not a contract. This is a souvenir.
A real contract, for a small studio doing client work, needs to do a few specific things. It needs to define what is being delivered. It needs to define how the price will be paid, and what triggers each payment. It needs to define what happens if the client wants something the contract did not include. It needs to define the IP transfer point. It needs to define the studio’s right to publish the work. It needs to define the conditions under which either party can walk away.
A few resources I have used and trust.
The AIGA Standard Form of Agreement is the closest thing to a community standard for design contracts in the US. It is overlong for most small-studio purposes, but it is comprehensive and well-thought-through. Treat it as a checklist for what a contract should cover, even if you write your own.
The Stack Sense contract templates (Andy Clarke’s revision of the old Contract Killer) are the most-used set of plain-language design and development contracts in the field. Free. Adapt them to your jurisdiction.
For UK studios specifically, talk to a solicitor once, pay for an hour of their time, and have them check whatever you have settled on. The cost is in the low hundreds of pounds. The benefit, the first time a client tries to walk away from an invoice or claim ownership of work the studio has not yet been paid for, is in the thousands.
The single change that has made the most difference to my own contracts: include a “kill fee” clause, naming a specific percentage of the project price that the client owes if they cancel after the work has started. Twenty-five per cent if cancelled in the first quarter, fifty per cent in the second, seventy-five in the third. This sounds aggressive. It is in fact standard in every other professional services field. The only reason it is rare in design is that designers are squeamish about money. Get over it.
The companion piece on invoicing earlier covers the cashflow side of the same conversation. The IPSE contract guidance is useful for UK freelancers and small studios that want a free starting point with UK-specific terms baked in.
The contract is the boundary that lets the work happen. Studios that take it seriously have calmer conversations with clients. Studios that do not have the same fights every year and never seem to figure out why.