Freelancer Graphic Designer Agreement (Licence of Work)
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.
The accompanying 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 between them.
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 rate.
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.
An alternative version 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 following sections:
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
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