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How to write your Graphic Design Contract
We include this 5 page template with Advertising/Marketing Contract Pack and the Proposal Kit Professional. You will get more content and software automation for data merging, managing client documents, and creating proposals with line item quoting with a Contract Pack or the Professional.
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We include this contract in editable Word format that can be customized using your office software.
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Use cases for this template
Startup brand sprint for LumenRide and Nova Graphica
The Challenge
LumenRide, a new e-bike company, hired Nova Graphica to build a brand system and a launch website in six weeks, but competing founder opinions, tight money controls, and vague scope threatened deadlines and cost.
The Solution
They executed a professional contract that set Specifications, two proof rounds, delivery terms, and hourly rates for extra work via written change forms; using Proposal Kit, the team assembled a Statement of Work, a creative discovery questionnaire, and a project brief, added automated line-item quoting for milestones and materials, and used the AI Writer to draft a market snapshot and a content plan to support the engagement.
The Implementation
Kickoff aligned deliverables, dependencies, and invoice timing; weekly proofs advanced the design, and when founders requested more work, the account lead issued a Proposal Kit change order and updated the SOW; the AI Writer produced status reports and a testing plan while the team addressed feedback and controlled spend.
The Outcome
The website launched on time and within the total fee; LumenRide received use rights after payment, Nova Graphica retained portfolio display rights, and both sides reported a clear, low-friction experience working together, setting the stage for a product microsite next quarter.
Retail campaign refresh at Harbor & Hearth with Blue Finch Studio
The Challenge
Home retailer Harbor & Hearth asked Blue Finch Studio to refresh its holiday campaign across print, web, and in-store, but licensing for photography and typography, late content from merchandising, and potential legal fees worried leadership.
The Solution
The contract clarified material responsibilities, indemnification, delivery dates, and the right to pause for unpaid invoices; Proposal Kit's template library produced a licensing compliance report, a content calendar, and a risk register, automated line-item quoting modeled channel budgets and extra deliverables, and the AI Writer drafted a stakeholder brief and a brand consistency checklist to keep everyone aware of standards.
The Implementation
The team scheduled approvals for each proof stage, used the change form when sales pushed for last-minute variants, and used document assembly to add an Exhibit B addendum for new ad sizes; weekly AI Writer reports flagged dependencies and addressed open items, while finance issued invoices that matched quoted lines.
The Outcome
The campaign met deadlines and stayed on budget with no disputes, brand use remained compliant, and Harbor & Hearth extended the relationship for spring promotions, citing clarity on rights transfer and faster decision cycles.
Nonprofit annual report and microsite for RiverWorks Alliance and Ava Chen Design
The Challenge
RiverWorks Alliance needed a high-impact annual report and microsite under a grant deadline with board oversight and strict controls, then midway the board requested added languages and new data visualizations.
The Solution
Their contract set scope, proof limits, and costs for changes; with Proposal Kit, they assembled an editorial plan, an accessibility checklist, a translation plan, and a data visualization brief, used automated line-item quoting to price added languages and hosting assets, and relied on the AI Writer to craft donor messaging and an implementation roadmap aligned to the vision.
The Implementation
Ava delivered proofs on schedule; when the board asked for more work, staff issued a Proposal Kit change order and updated the SOW, while the AI Writer produced a usability test script and rollout plan; the team addressed asset licenses and managed spend against the quoted lines.
The Outcome
The board approved on time, the microsite launched before the grant cutoff, costs were predictable and justified, rights transferred after payment while Ava kept portfolio use, and RiverWorks commissioned a follow-on study using Proposal Kit to download and assemble supporting documents.
Abstract
This professional contract outlines how a graphic designer and a client form a working relationship and keep the project in full force from kickoff to delivery. As a practical graphic design agreement and a graphic design contract template, it keeps both you and the other party on the same page about the project description, scope, deliverables, payment terms, and how extra work is handled.
The Specifications in Exhibit B define the specific work. Proofs move the design work forward, with two rounds of edits expected unless parties agree otherwise. When the client responds with changes beyond that, the agreement treats them as additional editing billed hourly by written change form. Delivery depends on receiving materials and instructions; the designer provides notice of delays caused by outside events or client actions and will still work to meet deadlines.
Ownership and use rights are addressed in detail. Upon payment of the total fee and all money owed, the client receives use rights for the Project, while the designer retains ownership of artwork, layouts, and source files. Client-supplied data, logos, and other proprietary material remain the client's property.
The designer may show completed work in a portfolio and other promotional channels, preserving consistency of style and allowing derivative works that reflect the designer's methods. Confidentiality covers the Specifications and related information.
Compensation is governed by Exhibit A, with invoice procedures, material costs, and remedies for nonpayment, including halting work, withholding files, and legal action. The agreement limits warranties to conformance with Specifications for a short period after sign-off and caps liability at amounts paid. The designer acts as an independent contractor. The client agrees to verify rights and indemnify the designer for photography, typography, and brand assets used, an important point in any industry deal to avoid dispute, legal fees, or attorney's fees under applicable law.
Use cases include a website redesign, sales collateral, or a new brand system for an agency hiring specialists. Teams can research options, explore multiple projects, and execute tasks with clear conditions set before proceeding. For example, a startup seeking a logo can define tools, timelines, and assignment of responsibilities to deliver quality work without surprises.
Proposal Kit helps a graphic design business assemble signed contracts and related documents quickly. Its template library, document assembly, automated line-item quoting, and AI Writer support consistent, detailed agreements that future clients can understand and use to verify expectations and keep the connection on track.
Beyond setting scope and payment terms, this agreement helps teams lead a smooth creative process. It builds shared awareness of how the parties will address risks, schedule, and the transfer of usage rights after payment. Over the course of a project, clear approvals and proofs reduce rework, so you spend effort on design quality rather than disputes.
Clients with a strong vision can prioritize deliverables, while designers apply skills in layout, photography, and typography to meet brand goals. If the client later requests more work, the change process defines timing and costs so expectations stay aligned. Companies with experience working across departments can use this structure to manage internal reviews and avoid delays by making everyone aware of deadlines and responsibilities.
Proposal Kit can streamline this setup. Teams can download a graphic design contract template, assemble terms that match the job, and insert automated line-item quoting that reflects milestones and materials. The AI Writer helps write consistent project descriptions and Statements of Work that address scope and acceptance criteria.
You can tailor clauses for rights, portfolio usage, and assignment details, ensuring the right level of detail without slowing the deal. This saves time at kickoff and creates a repeatable framework for future engagements, whether the need is a fast-turn campaign or a complex rebrand.
Another important insight is how this agreement structures governance. It covers governing law, waiver, and good faith, which helps future clients and designers keep momentum even when issues arise. Binding effect and no-right-to-assign language protect both you and the other party from unapproved transfers of obligations.
The right to remove or pause work for unpaid invoices gives the graphic designer leverage without derailing the relationship. The proofs process doubles as a quality gate; by setting a fixed number of proofs and requiring written change forms, teams can course-correct while keeping cost control. Clarify reproduction rights in the Specifications so the point of transfer and the scope of usage are unambiguous at sign-off. The confidentiality clause protects business data and research, while indemnification ensures the client is aware of their responsibility for brand assets, stock photography, and typography licenses.
From an operations angle, this structure can lead complex, multiple projects across a website refresh, sales materials, or packaging, with consistent acceptance criteria and assignment of tasks. Teams with experience working in agencies or in-house can address handoffs, file formats, and archiving so no one must spend time hunting assets later. When stakeholders request more work midstream, the change path keeps the deal steady and expectations aligned, preserving schedule consistency while allowing creative vision to evolve through planned iteration and additional deliverables.
Proposal Kit can streamline these steps. You can download a professional contract and related exhibits, then assemble a graphic design agreement with the right detail for your industry. Its template library and AI Writer help write Statements of Work, project descriptions, and budgets that reflect skills, timelines, and invoice milestones, making it easier to verify scope before proceeding and to maintain clear documentation across engagements.
How do you write a Graphic Design Contract document? - The Narrative
THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Designers") and Company Name ("Customer").
Terms and Agreements
In consideration of the mutual covenants set forth in this Agreement, Customer and Designers hereby agree as follows:
Description of the Project ("Specifications"). Designers agree to develop the Project according to the terms listed on Exhibit B attached hereto.
Additional Editing and Changes
Any requested changes to the Specifications shall constitute additional editing and incur additional charges or fees. Additional charges for editing and changes shall be billed at Hourly Rate per hour. All additional changes must be submitted and approved by both parties in writing by approved Contract Change form.
Delivery of Project
Designers will use all reasonable efforts in the development of the Project and endeavor to complete and deliver to Customer all files, media and materials related to the Project no later than Delivery Date by an approved party provided that payment and all requested instructions and material have been received by Designers from Customer. Any delay in the completion of the Project due to actions or negligence of Customer, transportation delays, illness, or circumstances outside the control of Designers may alter the delivery date. Designers will make reasonable effort to notify Customer of any delays to the estimated delivery date as soon as possible.
1 Proofs
Proofs will be presented for Customer approval at each stage of development. If revisions are required, a request must be made when proofs are returned to Designers. Two (2) rounds of edits, based upon Customer's feedback will constitute acceptable delivery unless otherwise agreed upon in writing by both Designers and Customer. The total number of Proofs provided to Customer shall number Insert Number of Design Proofs unless otherwise determined in the Specifications.
2 Reproduction of Project
Upon successful completion of all compensation terms and outstanding balances owed to Designers. Customer is granted full and unlimited reproduction rights to the Project. Customer is granted a one-time, limited use reproduction right for the Project in exchange for the compensation paid to Designers.
The Project shall not be reproduced in any format without the written consent of Designers. Designers retain the right to reproduce the Project in any form for marketing, future publications, competitions or other promotional uses. Designers shall at no time reproduce the Project for use in commercial means or for-profit use.
Ownership of Artwork and Source Files
Except for Customer's Proprietary Material (defined below) contained in the Project, Designers shall hold all right, title, and interest in all original artwork, whether in draft, mock-up, concept or final development for the Project. Specifically, but without limitation, Designers shall hold all right, title, and interest in and to (1) all text, graphics or digital components of the Project (the "Content"), (2) all layouts, logos, structures or arrangements or other components of any materials presented to Customer that comprises the Project, (3) all literal and nonliteral expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Content, and (4) all copyrights, patents, trade secrets, and other intellectual or industrial property rights in the Project or any component or characteristic thereof. Customer shall not do anything that may infringe upon or in any way undermine Designers' right, title, and interest in the Project, as described in this Paragraph 4.
Notwithstanding the above, Customer shall retain and, Designers shall have no proprietary rights whatsoever in all of Customer's intellectual property rights in any and all text, images or other components and/or materials owned by Customer, or which Customer has the legal right to use, that are delivered to Designers, including but not limited to software, related documentation, Customer marketing material, logos, and tag lines ("Customer's Proprietary Material"). Designers agree that they shall not use Customer's Proprietary Material for any other purpose than those expressly set forth in this Agreement.
Compensation
In return for the Projects that are completed and delivered under this Agreement and Exhibit B, Customer shall compensate Designers, pursuant to the terms of Exhibit A attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, Designers have the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) withhold all files, artwork, source, commitments or any other service to be performed by Designers for Customer, (3) bring legal action. Customer is fully responsible for all material costs as outlined in Exhibit A, and accepts responsibility for all additional material costs that Designers may incur in the development of this Project.
Confidentiality
Customer and Designers acknowledge and agree that the Specifications and all other documents and information related to the development of the Project, excluding however, Customer's Proprietary Material, (the "Confidential Information") will constitute valuable trade secrets of Designers. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Designers' prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.
Limited Warranty and Limitation on Damages
Designers warrant the Project will conform to the Specifications. If the Project does not conform to the Specifications, Designers shall be responsible for the timely correction of the Project, at Designers' sole expense and without charge to Customer, to bring the Project into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty, express or implied.
Customer acknowledges that Designers are not responsible for the results obtained by Customer's use of any part of the Project. Customer acknowledges that Designers are not responsible for fixing any problems, errors or omissions on the Project, once mass produced or after Customer has tested, proofed and approved the Project ("Sign off") in writing. Except as otherwise expressly stated herein, Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Designers as set forth in Exhibit A attached hereto. This limited warranty shall become void and expire 30 days after Sign off has been obtained by Designers from Customer, or 30 days after the mass-production of the Project in any format.
Independent Contractor
Designers are retained as independent contractors. Designers will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Designers' behalf. Designers understand that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including without limitation worker's compensation or unemployment insurance.
Availability of Materials, Logos, Graphics and other Collateral
Customer agrees to make available to Designers, for Designers' use in performing the services required by this Agreement, such graphical elements and materials as Customer and Designers may agree in writing for such purpose. Failure to provide Designers with Materials in the requested formats may result in additional delays or fees in addition to those stated in Exhibit A.
General Provisions
1 Entire Agreement
This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by all of the parties hereto.
2 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.
3 Binding Effect
This Agreement shall be binding upon and enure to the benefit of Customer and Designers and their respective successors and assigns, provided that Designers shall not assign any of their obligations under this Agreement without Customer's prior written consent.
4 Waiver
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
5 Good Faith
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
6 No Right to Assign
Customer has no right to assign, sell, modify or otherwise alter the Project, except upon the express written advance approval of Designers, which consent can be withheld for any reason.
7 Right to Remove Project
In the event Customer fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Designers have the right to immediately cease all work on the Project until payment in full is paid.
8 Indemnification
Customer warrants that everything it gives Designers to include in the Project is legally owned or licensed to Customer. Customer agrees to indemnify and hold Designers harmless from any and all claims brought by any third-party relating to Customer's Proprietary Material provided by Customer to Designers including any and all demands, liabilities, losses, reasonable associated costs and claims including reasonable attorney's fees arising out of injury caused by Customer's Proprietary Material supplied by Customer to Designers, copyright infringement, and defective products sold as a result of Customer's distribution of the Project.
9 Use of Project for Promotional Purposes
Customer grants Designers the right to use the Project for promotional purposes and/or to cross-link it with other marketing venues developed by Designers.
10 Right to Style or to Make Derivative Works
Subject to Section 4 above, Designers have the exclusive rights in making any derivative similar works of the Project and any similarities between Customer's Project and future projects constitutes Designer's methods and style and shall remain the right of Designers.
11 Attorney's Fees
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual reasonable attorney's fees and reasonable associated costs, including expert witness fees.
12 Trademarks, Logos and other Intellectual Property Issues
Customer is responsible for any Copyright or Trademark issues related to the creation and use of Project files by Customer. Customer shall be solely responsible for any Trademark or Copyright searches pertaining to the Project unless otherwise contracted for in the Specifications. Designers will not knowingly copy other rightfully trademarked or copyrighted material.
Design Note: Even if you are creating artwork from scratch, it is a good idea to conduct a trademark search on the words or mark you are creating. Even if you or the customer determine that a trademark or one close to it does not exist, it is a good idea to make sure you have a clause stating that the customer takes full responsibility for the eventual use of the logo.
Each party represents and warrants that, on the date first written above, they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below:
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4.7 stars, based on 848 reviewsAlternate Documents
Related Documents
- Exhibit A (Payment Terms)
- Exhibit B (Specifications)
- Exhibit C (Developer Materials)
- Exhibit E (Additional Services)
- Exhibit F (Project Change Form)
- Project Change Request Form (During Maintenance)
- Contract Change Form (During Development)
- Contract Milestone Acceptance Signoff Form
- Project Contract Acceptance Signoff Form
- Project Contract Acceptance Signoff Form (Verbose)
- Project Copyright Transfer Contract
- Copyright Transfer Short Form Contract
- Breach of Contract Notification Form
- Contract Dissolution Agreement
How to Build a Legal Contract with Proposal Kit
This video illustrates how to create a legal contract using the Proposal Pack Wizard software. It also shows how to create a proposal with an invoice and contract at the same time.
Frequently Asked Questions
How do I customize this contract to fit my business needs?
Customizing this contract involves editing the document to include your business details, terms, and conditions. The templates are designed to be flexible, allowing you to insert your company's name, address, and other relevant information. You can modify clauses to reflect your unique business practices and legal requirements.
Is this contract compliant with laws and regulations?
The legal contract templates are written by legal professionals and designed to comply with current laws and regulations at the time of their writing. However, laws can vary by jurisdiction and change over time, so it's recommended to have your contract reviewed by a local attorney to ensure it meets all legal requirements specific to your region and industry. Templates are licensed as self-help information and not as legal advice.
Can I use the same contract for different clients or projects?
You can use the same contract for different clients or projects. The templates are versatile and easily adapted for various scenarios. You will need to update specific details such as client names, project descriptions, and any unique terms for each new agreement to ensure that each contract accurately reflects the particulars of the individual client or project.
What should I do if I encounter a clause or term I don't understand?
If you encounter a clause or term in the contract that you need help understanding, you can refer to guidance notes explaining each section's purpose and use. For more complex or unclear terms, it's advisable to consult with a legal professional who can explain the clause and help you determine if any modifications are necessary to suit your specific needs.
How do I ensure that the contract is legally binding and enforceable?
To ensure that the contract is legally binding and enforceable, follow these steps:
- Complete all relevant sections: Make sure all blanks are filled in with accurate information.
- Include all necessary terms and conditions: Ensure that all essential elements, such as payment terms, deliverables, timelines, and responsibilities, are clearly defined.
- Signatures: Both parties must sign the contract, and it is often recommended that the contract be witnessed or notarized, depending on the legal requirements in your jurisdiction.
- Consult a legal professional: Before finalizing the contract, have it reviewed by an attorney to ensure it complies with applicable laws and protects your interests.
Ian Lauder has been helping businesses write their proposals and contracts for two decades. Ian is the owner and founder of Proposal Kit, one of the original sources of business proposal and contract software products started in 1997.By Ian Lauder
Published by Proposal Kit, Inc.Disclaimers
Proposal Kit, Inc. makes no warranty and accepts no responsibility for the suitability of any materials to the licensee's business. Proposal Kit, Inc. assumes no responsibility or liability for errors or inaccuracies. Licensee accepts all responsibility for the results obtained. The information included is not legal advice. Names in use cases have been fictionalized. Your use of the contract template and any purchased packages constitutes acceptance and understanding of these disclaimers and terms and conditions.
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