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Contract - Assign Rights for Business Cards!!!

Discussion in 'General Business Forum:' started by 999Graffix, Mar 9, 2010.

  1. 999Graffix

    999Graffix New Member

    Hi all,
    I recently designed a logo, business cards, headed paper, fax template etc. for a company. (I'm still working on their website at the moment.)

    Curiously, today I received an email from one of the 2 partners asking -

    "· Would it be possible to burn the final versions of the business cards that you designed for us onto a disk?
    · We want to have a formal document in place assigning copyright and related intellectual property rights from you to THE COMPANY in the designs you have prepared for THE COMPANY and the layout of our business cards. This is to enable us to take legal action for copyright infringement, etc if we discover that one of our competitors has copied the “look and feel” of the brand you have designed for us. It will also help us to obtain registered intellectual property protection in foreign countries. Would you be prepared to sign a formal document (which we will prepare) assigning the rights in the design for THE COMPANY? As previously agreed we will of course expressly grant you the right to exhibit the THE COMPANY design as part of your portfolio."

    I have never come across this before. Lately they have been 'off' with me and seem hell-bent on wasting my time. I wonder if this is part of them 'being awkward'.

    Their stationery and in particular, their business card design is not ground-breaking design. Basic typography with a twist really. Just another job as far as I'm concerned, so why on earth do they want to go to such extremes?

    I certainly don't want to part with my working files as then they can just give them to any printer and I don't have any follow-on work.

    What would you do? Give them the files or give them the files for a fee? How much?

    Do I sign a contract? Charge them for signing it (to be as akward as they are) or not?

    I have emailed the customer saying I'd have to see the contract first. He's drawing it up as I type. (BTW they're lawyers specialising in Design and IP)

    Any help or advice would be greatly appreciated,
  2. Stationery Direct

    Stationery Direct Administrator Staff Member

  3. 999Graffix

    999Graffix New Member


    Thank you soooo much Boss Hog,

    I forgot all about Own-It. It is a great resource for this kind of thing.

    The customer sent the contract this morning. I don't want to put it on here - just incase, but if anyone want's to have a look or if anyone can help, I'll email it to you.

    I'm just so confused. I already gave him all rights when I did his logo. Why on earth does he want this for his business cards? The logo and an element of it (not included in the original design) is included in the contract. He hasn't included any other document I designed.

  4. neildigital

    neildigital Member

    I would have to say, my concern would be that he has already seen a design of a business card the same, and getting you to sign the contract will immediately allow him to throw it back at you, whether you did the other card or not. Which is why he is focusing on it.

  5. 999Graffix

    999Graffix New Member

    That sounds a little scary! There could be millions of cards out there the same. That's why I'm a little cautious about this whole thing. It's over-kill. Is he going to sue everyone who puts a red stripe or a logo on the top left or logo centre back???? I wish I knew his intentions. I know what he's saying, but all trust has gone from this customer relationship now.

    So far I haven't responded to the contract he sent 2 days ago. Should I refuse to sign it? I read somewhere that for 'licensing rights' you should charge 200 - 300% of the original design fee, should I do that?

    Thanks for all your ideas,
  6. pcbranding

    pcbranding Member

    Hi Jo,

    Presumably you'd be issuing artwork to them for printing purposes anyway? So, there's no real harm in giving them say, outlined editable Illustrator PDF of the card (or similar). That way, they have finished artwork and this can be used as part of their document.

    I think it's fair enough that they want to protect the look created by you and if they've paid you to create the look/design then it is usual for the rights to be passed to the client for the final design (not the development work) upon receipt of payment. It is also usual for you to have the right to use the work as PR or in your folio (which they acknowledge.)

    All this kind of stuff is usually within the contract you get them to sign before you work for them....

    I had contracts drawn up by an IP lawyer last year and they have also advised me on the contents of a US client contract I was sent. They do charge a fee, but if you want their details PM me and I'll pass them on to you.
  7. 999Graffix

    999Graffix New Member

    Hi PCB,
    I already sent him two disks with all their logo artwork. The usual file types with a brand hand-book. All done professionally. I'm not a novice. Before I began I sent him my terms and conditions which he agreed to (most are covered in the contract, some are changed by the contract).

    What I'm talking about is the business card design. I handle all his printing, that's why I didn't hand over his artwork on completion and only charged him £35 for the card design.

    These are clauses I'm not sure about:

    Fee’ means £1 (one pound sterling);

    2.1 In consideration of the Fee (receipt of which the Author hereby acknowledges) the Author assigns to Contego with full title guarantee for the entire duration of such rights (together with any and all reversions, extensions and renewals) all her rights, title and interest in:

    2.3 At any time after the date of this Assignment the Author shall at the request and cost of Contego execute or procure the execution of any document and do or procure the doing of any act as Contego reasonably requires so that Contego receives the full benefit of all the provisions of this Assignment.

    3.1 Subject to clause 4, the Author irrevocably and unconditionally waives all moral rights in respect of the Works to which she is now or may be entitled under Chapter IV of Part I of the Copyright, Designs and Patents Act 1988 and, and so far as is legally possible, any broadly equivalent rights as may exist in any territory of the world.

    I've never before been asked to sign something like this. I'm nervous as the customer has recently been very picky and insulting. I tried to 'quit' but his business partner convinced me to finish their website. I agreed and deal only with him. The original guy now wants this contract signed, nothing has been mentioned by the second guy. I just feel there is a big hole waiting for me to walk straight into.

  8. Stationery Direct

    Stationery Direct Administrator Staff Member

    I agree with your fears to be honest, you have said from the start that they have been awkward and one of them seems to have a problem with you now, the fact that they are lawyers specialising in Design and IP would worry me to be honest.

    Contact a solicitor and ensure that what you are agreeing to is fair and that you are not signing something that could cause you problems in the future. I always thought it was the designer that assigned the copyright and not the customer who draws up the contract, if they won't agree to your terms (which should have been laid out from the start) then tell them to get on their bike!!
  9. 999Graffix

    999Graffix New Member

    Thanks Boss Hog,
    You get what I'm trying to say (not very clearly). I just feel there's a little dishonesty or something underhand going on that I'm not privvy to.

    I always give copyright when asked. I've never refused anyone before but this is different.

    After you reminded me about Own-It, I sent the whole contract to them to have a look at it. I'm waiting for a reply.

    You're right tho' and I think I should tell them I won't sign it.

    (I'll post an update of Own-It's response here for anyone who's interested.)

    Thanks for your thoughts, keep them coming as I still haven't emailed him since he sent the contract.

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