This Freelancer Graphic Designer Agreement (Licence of Work) has been
designed for use by an individual freelance graphic designer contracting
personally to provide his services to a business client.
This document has been updated with a simplified data protection clause which refers to a separate data protection policy (or similar). Full details of personal data use should be provided in that document.
Consultancy (Company) Graphic Designer Agreement (Licence of Work)
template is to be used instead by the graphic designer when he contracts
through his personal service (or other intermediary) company rather than
directly. (The information page with that template includes guidance about
tax, employment status, IR35 and agency workers, where an intermediary
company is used).
This agreement aims to reduce the risk that the freelancer might be deemed
to be a de-facto employee of his/her client rather than a sole trader who
is a self-employed contractor. However, whether he is treated by HMRC, a
tribunal, or any other body, as self-employed will depend not only on what
is contained in his contract but also on all other circumstances: those
circumstances will include the way in which the contract is implemented and
the conduct of the client, the freelancer and anyone the freelancer engages
to do any of the work for the freelancer, and all related arrangements
HMRC provides some guidance on its website about self-employment. Its
decisions as to whether someone is a self-employed sole trader are often
based on a “balancing exercise” in which it gives weightings to various
factors. However, neither the HMRC guidance nor case law are sufficiently
precise to enable anyone to predict how in any particular case the
“balancing exercise” would be carried out or what HMRC’s conclusion would
be about that particular case. For that reason we recommend that you take
professional employment law, tax, and NIC advice in relation to your
particular circumstances before you decide to use or adapt this template.
Nevertheless, a carefully worded contract ensuring the independence of the
freelancer is a key starting point. As a self-employed freelancer (rather
than as an employee of the client), the graphic designer is, for example,
free to engage a suitably qualified person to do some or all of the work in
his place, is free to determine when, where and how work is completed
(subject of course to the client’s requirements), is free to take on other
clients, and most importantly may be subject to penalties if the work is
not completed on time.
Payment under this agreement may take the form of a flat fee or an hourly
The agreement provides for all copyright and other IP rights in the work
produced by the graphic designer to be owned exclusively by him so that he
may use and exploit the work as he wishes. The document also includes, by
means of a licence granted by the graphic designer under his IP rights, the
right for the client to use the work for a specific purpose (as set out in
schedule 1) but not any other purpose. There is also wording in this
licence allowing you to state how long the client may use the work, either
indefinitely or for a fixed period stated in the document. The flat fee or
hourly payment payable by the client serves as consideration for the
licence granted to it.
of this document provides for all IP rights in the work produced by the
graphic designer to be assigned to the client. This means that the client
exclusively owns all of the copyright and other IP rights in the work, so
that it is then free to use and exploit the work as it wishes. It does not
give the graphic designer any licence or other rights to make any use of it
at all, and so the graphic designer may wish to take into account the fact
that he is not permitted to use any of the work when he negotiates the
amount of his fees for his work.
Each party provides warranties and indemnities to the other with regard to
non-infringement of third party intellectual property rights.
Optional phrases / clauses are enclosed in square brackets. These should be
read carefully and selected so as to be compatible with one another. Unused
options should be removed from the document.
This Freelancer Graphic Designer Agreement (Licence of Work) contains the
1. Definitions and Interpretation
2. Engagement of the Designer
3. Nature of Engagement
4. Self-Employment Status of the Designer
6. The Work and Intellectual Property
7. Warranties and Indemnity
11. Personal Information (Data Protection)
12. Force Majeure
13. Nature of the Agreement
16. Alternative Dispute Resolution
17. Law and Jurisdiction
and the following schedules:
Name of any Consultant engaged by Designer
This document is in open format. Either enter the requisite details in the
highlighted fields or adjust the wording to suit your purposes.
Once you have purchased access to the appropriate document folder click on
the “Download Document” button below. You will be asked what you want to do
with the file. It is recommended that you save the document to a location
of your choice prior to viewing.