Graphic Design and Creative Services Agreement
Graphic designers, brand studios, illustrators, and web creatives
Parties and project brief
This Graphic Design and Creative Services Agreement is effective [DATE] between [CLIENT LEGAL NAME] (“Client”) and [DESIGNER / STUDIO LEGAL NAME] (“Designer”). Designer will create the deliverables in the approved Creative Brief attached as Exhibit A.
Exhibit A should identify business objectives, audience, messages, deliverables, dimensions, channels, technical specifications, brand constraints, required content, accessibility needs, number of concepts, revision rounds, milestones, and exclusions.
Discovery, concepts, and scope
Included services are [DISCOVERY / STRATEGY / CONCEPTS / DESIGN / ARTWORK / PRODUCTION SUPPORT]. Designer will present [NUMBER] initial concept direction(s). Concepts are exploratory and not separate final deliverables unless selected and completed.
Copywriting, naming, research, illustration, photography, animation, coding, printing, fabrication, accessibility auditing, legal clearance, trademark search, and ongoing support are excluded unless listed. Unused concepts, sketches, rejected directions, and internal explorations remain Designer property.
Client content and brand materials
Client will provide complete, accurate, final copy; brand assets; product information; required legal language; and properly licensed images, fonts, music, trademarks, and other materials by the stated deadlines. Client represents that it has authority to use all supplied materials and instructions.
Designer may rely on Client approvals and is not responsible for errors in Client-supplied content, undisclosed brand rules, or legal claims inherent in Client products, claims, names, or materials.
Schedule and feedback process
The target schedule is in Exhibit A and depends on prompt Client participation. Client will designate one decision-maker and provide one consolidated set of specific, internally approved feedback within [NUMBER] business days after each presentation.
Contradictory, piecemeal, or delayed feedback may extend dates and consume revision capacity. If Client is inactive for more than [NUMBER] days, Designer may pause the project, invoice work performed, and charge a restart fee before rescheduling.
Revisions and change requests
The fee includes [NUMBER] rounds of revisions to the selected concept. A revision refines the approved direction; a new concept, reversed approval, changed brief, new stakeholder direction, added format, rewritten content, or work after final approval is a scope change.
Designer will describe added fees and timing before performing changed work. Additional work is billed at [RATE] or a signed fixed fee. Unused revision rounds have no cash value and do not transfer to other deliverables.
Fees, deposit, and expenses
The project fee is [AMOUNT]. A deposit of [AMOUNT OR PERCENTAGE] is due at signing, with installments due [MILESTONES] and the final balance due before release of production-ready or editable files.
Client will reimburse approved stock assets, fonts, proofs, printing, fabrication, shipping, travel, and specialist costs. Third-party estimates may change. Past-due invoices may pause work, delay launch, and withhold file delivery and license rights.
Cancellation, termination, and project pause
Either party may terminate for an uncured material breach after [NUMBER] days’ written notice. Client may cancel for convenience by written notice, but must pay for work performed through termination, approved commitments, noncancelable vendor costs, and a cancellation fee of [AMOUNT OR FORMULA] if enforceable.
If Client pauses or becomes inactive beyond [NUMBER] days, Designer may close the production slot and invoice completed work. Restart is subject to availability, an updated schedule, and a restart fee. On termination, licenses to unpaid work do not transfer; each party will return confidential material, and provisions intended to survive will remain effective.
Printing, fabrication, and third-party vendors
Unless expressly engaged as principal, Designer coordinates printers, developers, fabricators, media platforms, and other vendors as Client’s disclosed agent or consultant, and those vendors remain independent. Client is responsible for reviewing vendor terms and paying vendor charges.
Designer is not liable for vendor delay, stock shortage, platform change, manufacturing variance, shipping damage, or vendor insolvency, but will reasonably assist with documented vendor claims. Industry-standard tolerances in color, trim, registration, material, and quantity are not design defects.
Final files, working files, and archive
After full payment, Designer will deliver the final approved files and formats listed in Exhibit A. Editable source files, linked assets, font files, code repositories, design-system libraries, production files, and working files are excluded unless expressly listed and may require additional fees or licenses.
Client will verify delivered files within [NUMBER] days and maintain its own backups. Designer will retain project files for at least [NUMBER] days after delivery but is not an archival service and may delete them afterward.
Ownership and license
Designer retains pre-existing tools, templates, methods, components, style systems, code, know-how, and all unused work. After full payment, Client receives [COPYRIGHT ASSIGNMENT / EXCLUSIVE LICENSE / NON-EXCLUSIVE LICENSE] in the final approved deliverables for the uses, territory, duration, and media stated in Exhibit B.
No rights transfer before full payment. Third-party fonts, stock, open-source code, plugins, and assets remain subject to separate licenses. Client may not repurpose an approval proof, unused concept, or limited-license deliverable outside the agreed use without written permission.
Credits, portfolio, and publicity
Designer [MAY / MAY NOT] identify Client and display public final work, project facts, and non-confidential process excerpts in portfolios, case studies, social media, awards, speaking, and marketing after public launch. Any agreed credit will read [CREDIT].
Client will not remove required third-party attribution or falsely represent that Designer endorsed a modified version. Confidential or embargoed work may be used only after written release.
Client modifications and ongoing use
Client may modify deliverables only within the rights granted in Exhibit B. Designer is not responsible for quality, compliance, accessibility, production, or claims arising from modifications by Client or third parties.
If Client requests Designer support for adaptations, rollout, localization, or future versions, that work will be scheduled and billed separately.
Confidentiality
“Confidential Information” means non-public business, financial, technical, personal, or creative information disclosed in connection with this agreement and identified as confidential or reasonably understood to be confidential. It does not include information that the receiving party can document was already lawfully known, becomes public without breach, is received lawfully from a third party, or is independently developed without use of the other party’s information.
The receiving party will use Confidential Information only to perform or receive the services, protect it with at least reasonable care, and disclose it only to personnel and professional advisers who need it and are bound by confidentiality duties. A legally required disclosure is permitted after prompt notice where lawful. These duties continue for [NUMBER] years after termination; trade-secret obligations continue while the information remains a trade secret.
Force majeure
Neither party will be liable for delay or failure caused by an event beyond that party’s reasonable control, including severe weather, natural disaster, epidemic, war, civil disorder, labor disruption, utility or internet outage, government action, transportation interruption, or supplier failure not caused by that party. The affected party will promptly notify the other, use commercially reasonable efforts to reduce the impact, and resume performance when reasonably possible.
If the event continues for more than [NUMBER] consecutive days and materially defeats the purpose of the engagement, either party may terminate the affected services by written notice. Client remains responsible for work completed and non-cancellable commitments made before termination.
Compliance and professional standards
Each party will comply with laws and regulations applicable to its performance. Service Provider will perform the services professionally and in accordance with generally accepted standards for the applicable industry. Client is responsible for obtaining its own legal, tax, accounting, regulatory, accessibility, and compliance advice unless those services are expressly included in the scope.
Neither party will request or knowingly use unlawful, infringing, deceptive, discriminatory, or unsafe materials or instructions. A party may suspend affected work while a good-faith compliance or safety concern is resolved.
Third-party claims and indemnification
Each party (“Indemnifying Party”) will defend, indemnify, and hold the other party and its officers, directors, and personnel harmless from a third-party claim, damage, judgment, or reasonable external legal cost to the extent caused by the Indemnifying Party’s gross negligence, willful misconduct, material breach of confidentiality, or infringement arising from materials it supplied.
The protected party must promptly notify the Indemnifying Party, provide reasonable cooperation at the Indemnifying Party’s expense, and allow control of the defense and settlement. No settlement may admit fault by or impose a non-monetary obligation on the protected party without its written consent.
Limitation of liability
To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, opportunity, or data, even if advised of the possibility.
Except for payment obligations, fraud, willful misconduct, breach of confidentiality, infringement or misappropriation of the other party’s rights, or liabilities that cannot lawfully be limited, each party’s aggregate liability arising from this agreement will not exceed the fees paid or payable under the affected statement of work during the [SIX / TWELVE]-month period preceding the event giving rise to the claim.
Governing law and disputes
This agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law rules. Before filing a claim, an authorized representative of each party will meet in good faith within [NUMBER] days after written notice of the dispute.
If unresolved, the parties will proceed through [COURTS LOCATED IN COUNTY AND STATE / CONFIDENTIAL MEDIATION FOLLOWED BY BINDING ARBITRATION] as permitted by applicable law. Either party may seek temporary injunctive relief to protect confidential information or intellectual property. [INSERT ANY REQUIRED CONSUMER, SMALL-CLAIMS, OR ATTORNEYS’ FEES LANGUAGE AFTER LOCAL LEGAL REVIEW.]
Notices and general terms
Formal notices must be in writing and delivered by personal delivery, nationally recognized courier, or email with confirmation to the addresses listed below, and are effective on confirmed receipt. Routine project communication and approvals may occur through the parties’ designated email addresses or project portal.
This agreement, its exhibits, and signed change orders are the entire agreement and replace prior discussions about the same subject. An amendment or waiver must be in a writing signed by authorized representatives. If a provision is unenforceable, it will be modified only as needed and the remainder will continue. Neither party may assign this agreement without consent, except with substantially all of its business or assets, provided the assignee assumes the obligations. Headings are for convenience. Provisions that by their nature should survive will survive termination.
Electronic signatures and counterparts
The parties intend electronic signatures, typed signatures applied through an agreed electronic-signature service, and signatures in separate counterparts to be binding to the fullest extent permitted by law. A complete electronic copy is treated as an original.
Each signer represents that the signer has authority to bind the named party and has had the opportunity to seek independent legal advice before signing.
Recommended exhibits
Exhibit A — Creative Brief and Deliverables: objectives, audience, content, formats, specifications, concepts, revision rounds, timeline, approvals, accessibility, and exclusions.
Exhibit B — Rights Schedule: assignment or license, permitted uses, media, territory, duration, exclusivity, modification, sublicensing, credit, and portfolio permission.
Exhibit C — Fees and Vendor Costs: deposit, installments, hourly changes, asset licensing, production estimates, rush work, restart fee, cancellation, and file-release conditions.
Signatures
CLIENT
Legal name: [CLIENT LEGAL NAME]
Authorized signer and title: [NAME / TITLE]
Signature: [SIGNATURE]
Date: [DATE]
Notice email and address: [EMAIL / ADDRESS]
DESIGNER
Legal name: [SERVICE PROVIDER LEGAL NAME]
Authorized signer and title: [NAME / TITLE]
Signature: [SIGNATURE]
Date: [DATE]
Notice email and address: [EMAIL / ADDRESS]