Graphic Design Agreement (England & Wales)

Overview

A graphic design agreement governs a commercial engagement between a client and a freelance designer or design agency for the creation of visual work — a logo, brand identity, marketing materials, packaging, or digital design assets. The single most important legal point in any English design engagement, and the one clients most often get wrong, concerns who owns the copyright in the finished work. Under the Copyright, Designs and Patents Act 1988 (CDPA), copyright in an original artistic work vests automatically in its author — the designer — from the moment of creation (s.11(1)). This is different from the position for an employee designer creating work in the course of their employment, where the employer owns copyright by default (s.11(2)); a freelance designer engaged on a self-employed basis is not caught by that exception. This means that, contrary to a common assumption, simply paying a freelance designer's invoice does not by itself transfer ownership of the copyright in the logo or artwork to the client — the designer remains the legal owner unless ownership is formally assigned. To transfer ownership, the parties need an assignment of copyright that is in writing and signed by or on behalf of the designer, as required by s.90(3) CDPA. Without a written assignment, a client who has commissioned and paid for design work generally only has an implied licence to use it for the purpose it was commissioned for (for example, using a logo on the client's own branding) — the designer could, in principle, still license or reuse elements of the design elsewhere, and the client cannot necessarily modify the work freely or license it to a third party. As with any creative work, the designer's moral rights under Chapter IV of the CDPA — notably the right to be identified as author (s.77) and the right to object to derogatory treatment (s.80) — cannot be assigned, only waived (s.87). Most commercial design agreements include a moral rights waiver so the client can freely resize, recolour, or adapt the work without the designer's separate consent each time. When to use it: for any commissioned design project where the client needs to own or freely use the final artwork — logos, brand guidelines, packaging design, marketing collateral, website graphics. Parties: the Client (commissioning the work) and the Designer (an individual freelancer or a design agency). Key clauses: a description of the design brief and deliverables, the number of concept rounds and revisions included in the fee, the fee and payment schedule (often staged: deposit, milestone, final payment on delivery), a clear copyright assignment clause (in writing, signed, taking effect on full payment), a moral rights waiver, a warranty that the work is original and does not infringe third-party rights (fonts, stock imagery licences), and a portfolio-use clause allowing the designer to display the work for self-promotion unless the client requires confidentiality. Mistakes to avoid: assuming that paying the designer's invoice transfers copyright automatically — it does not, without a written and signed assignment; leaving the number of revision rounds open-ended, which is a frequent source of scope creep and dispute; and failing to check that any fonts or stock assets used by the designer are properly licensed for the client's intended use, since a design agreement cannot grant rights the designer does not themselves hold.

Information to customize

• Client's name or company name

• Client's address

• Designer's name or business name

• Designer's address

• Description of the design brief and deliverables

• Number of revision rounds included

• Total fee

• Payment schedule

  E.g. 50% deposit, 50% on delivery.

• Delivery deadline

• Can the Designer use the work in their portfolio?

• Date of signature

Customize your template

Frequently asked questions

Does the client own the logo once they've paid the designer's invoice?

Not automatically. Under the Copyright, Designs and Patents Act 1988, the designer owns the copyright by default. Ownership only transfers to the client through a written assignment signed by the designer — this template includes that clause, taking effect on full payment.

What can the client do with the design before the assignment takes effect?

Before full payment (and therefore before the copyright assignment takes effect), the client typically only has a limited right to review and comment on drafts — not to publish, reproduce, or otherwise use the work commercially.

Can the designer still show the work in their portfolio after assigning copyright?

Only if the agreement expressly allows it. The copyright assignment transfers ownership to the client, so without a specific portfolio-use clause, the designer would need the client's permission to display the finished work publicly.

Are fonts and stock images used by the designer automatically included in the assignment?

No. The designer can only assign rights they actually hold. Third-party licensed elements (fonts, stock photography) remain subject to their own separate licence terms, and the client's use of them is limited accordingly — this should be disclosed and carved out of the assignment clause.

What happens if the number of revision rounds isn't specified?

Leaving this open invites scope creep and dispute over what the fee actually covers. The agreement should state a fixed number of revision rounds included in the fee, with any further rounds charged separately.

Related templates