Free graphic design contract template
with every clause that protects your work.

Why it matters: Courts require an identifiable offeror and offeree for contract formation. A mislabeled party — a personal name when a business entity should be the signatory, or a signatory who lacks authority to bind the company — can void the agreement or shift liability to the wrong person.

What Clausio checks: That both parties are identified by legal name, that any company is identified as a legal entity (LLC, Corp, etc.), and that the signatory role is specified.

Legal basis: Restatement (Second) of Contracts §§ 9, 12–17 (1981) — contract formation requires identifiable parties with legal capacity; lack of capacity renders the contract voidable. [Confidence: medium — Restatement is widely adopted persuasive authority; ALI text is paywalled]

Why it matters: For graphic designers, an undefined scope is the most common source of unpaid extra work. "Unlimited revisions" is a scope with no boundary. Without specifying the number of initial concepts, the number of revision rounds, and the exact file formats to be delivered (flattened PDF/PNG vs. native .ai/.psd source files), every request for "one more change" or "can you send the editable file?" is a scope dispute in waiting. Courts interpret ambiguous scopes against the drafter (contra proferentem) — the designer who wrote the contract may owe work never contemplated.

What Clausio checks: That deliverables, number of concepts presented, revision rounds included, file formats to be delivered, and acceptance criteria are specified. Flags open-ended revision language.

Legal basis: Restatement (Second) of Contracts §§ 201–203 (1981) — ambiguities in a standardized agreement are construed against the party who supplied the language (contra proferentem). [Confidence: medium — Restatement persuasive authority]

Why it matters: Graphic designers routinely work on projects that are cancelled mid-stream — after concepts have been presented but before final artwork is approved. Without an upfront deposit, the designer bears all the risk of non-payment. Without a kill fee (cancellation charge), a client who terminates after seeing three logo concepts owes nothing for the work already completed. Without agreed payment terms, a contractor's only remedy on a disputed invoice is quantum meruit — the reasonable value of services — which is uncertain and requires litigation. No late-payment clause means the client has no contractual incentive to pay on time.

What Clausio checks: That the fee amount or rate, deposit amount, payment schedule, kill fee structure, invoicing procedure, and late-payment consequences are specified. Flags if deposit and kill fee are absent entirely.

Legal basis: Restatement (Second) of Contracts § 347 — measure of damages for breach (expectation interest). Note: New York City freelancers engaging in work over $800 may also have rights under the NYC Freelance Isn't Free Act (N.Y.C. Admin. Code § 20-928). [Confidence: medium for Restatement; NYC statute high]

Why it matters: This is the most critical clause in any graphic design contract. Without it, a designer retains copyright in every logo, brand identity, illustration, and layout they create — even after the client pays. For design work specifically, there are three distinct ownership questions the clause must address: (1) Does copyright in the final artwork transfer to the client, and when (on signing vs. on full payment)? (2) Does the assignment cover only the delivered files (e.g., final PDF/PNG) or also the native source files (.ai, .psd, .sketch, .fig)? (3) Is the usage scope unlimited or restricted (e.g., web use only, one territory, one campaign)? Copyright transfers only on full payment is standard practice and legally sound — the designer retains copyright as security until the invoice is settled.

What Clausio checks: Whether the contract includes a written copyright assignment (or work-for-hire designation where applicable). Flags if IP ownership language is absent or ambiguous. Also flags if the assignment condition (payment-contingent vs. immediate) and source file delivery obligation are unspecified.

Legal basis (high confidence): 17 U.S.C. § 101 — a commissioned work is a "work made for hire" only if it falls within one of nine enumerated categories AND a signed written instrument designates it as such. Most freelance deliverables (standalone software, illustrations, novels) do not qualify — a written copyright assignment is required instead. 17 U.S.C. § 204(a) — any transfer of copyright ownership must be in writing and signed; oral agreements are not valid. Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989) — the Supreme Court held that an independent contractor's work does not automatically vest copyright in the hiring party.

Why it matters: A graphic designer often receives unreleased brand strategy, product roadmaps, pre-launch campaign materials, and business plans before those assets are public. Without a confidentiality clause, a designer who learns this information and later shares it — whether in a portfolio, on social media, or with a competitor — is only liable if the information qualifies as a trade secret under federal or state law, which is a much harder standard to prove than breach of contract. A clear confidentiality clause also governs whether a designer may show client work in their portfolio before the client's public launch.

What Clausio checks: That confidential information is defined, obligations are specified, and a DTSA whistleblower-immunity notice is included (needed to preserve eligibility for exemplary damages and attorney's fees under 18 U.S.C. § 1833(b)).

Legal basis (high confidence): Defend Trade Secrets Act (DTSA), 18 U.S.C. § 1836 — federal civil cause of action for trade-secret misappropriation; remedies include injunctions, actual damages, and up to doubled damages for willful misappropriation. 18 U.S.C. § 1833(b) — parties entering confidentiality agreements must provide written notice of the DTSA whistleblower immunity; failure forfeits eligibility for exemplary damages and attorney's fees. Uniform Trade Secrets Act (UTSA) — adopted by 48 states and DC, providing parallel state-level protection.

Why it matters: Misclassifying a contractor as an employee triggers liability for unpaid payroll taxes, unemployment insurance, workers' compensation, overtime pay, and benefits — potentially retroactively. A clause documenting IC status and the indicia of the relationship strengthens the classification, though it does not override how the parties actually operate.

What Clausio checks: That the agreement states IC status, specifies that the contractor controls their own methods, uses their own tools, and is responsible for their own taxes.

Legal basis (high confidence): IRS Common-Law Test — three categories: (1) behavioral control, (2) financial control, (3) type of relationship. No single factor is determinative. IRS guidance. Note: California applies the ABC test (Lab. Code § 2750.3 / AB5), which is significantly stricter than the IRS test. Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989) — same multi-factor agency test applies to work-for-hire and IC classification.

Why it matters: Without termination provisions, ending an engagement may require proving material breach — leaving both parties trapped. "For convenience" termination rights give flexibility but must be paired with payment-for-work-completed provisions to be fair to the contractor.

What Clausio checks: That the agreement specifies a start date and end date (or renewal terms), conditions for early termination by either party, notice periods, and what gets paid on termination.

Legal basis: Restatement (Second) of Contracts §§ 237, 241 — a party's duty to perform is suspended when the other commits a material breach; factors for materiality include extent of deprivation of expected benefit and adequacy of damages. [Confidence: medium — Restatement persuasive authority]

Why it matters: Without a liability cap, a graphic designer who delivers artwork a client later claims infringes a third party's trademark could face damages that dwarf the project fee — including the client's lost revenue from a delayed product launch. Exclusion of consequential damages is often the most important risk-allocation tool in a design services contract.

What Clausio checks: That a liability cap exists and that categories of excluded damages (indirect, consequential, lost profits) are specified.

Legal basis (high confidence): UCC § 2-719 — parties may contractually limit or exclude consequential damages unless unconscionable; limitation of commercial consequential damages is not prima facie unconscionable. Generally enforceable in US B2B contracts; courts apply heightened scrutiny for gross negligence or willful misconduct.

Why it matters: Without mutual indemnification, a client sued by a third party over the designer's deliverable — for example, a trademark infringement claim over a logo — has no contractual right to be defended or held harmless by the designer. Conversely, a broad one-sided indemnity can obligate a freelance designer to cover the client's own negligent conduct — which may be unenforceable and is underinsurable.

What Clausio checks: That indemnification obligations are mutual (or clearly one-sided with notice), that they exclude coverage for the indemnitee's own sole negligence, and that they are not facially void under applicable anti-indemnity statutes.

Legal basis: General contract law — indemnification as contractual risk allocation (Restatement (Second) of Contracts, general principles). Approximately 46 states have anti-indemnity statutes (primarily in construction contexts) that void provisions requiring indemnification for a party's own sole negligence or willful misconduct. [Confidence: medium — anti-indemnity statutes most squarely target construction; applicability to professional service IC agreements varies by state]

Why it matters: Without a choice-of-law clause, courts apply conflict-of-laws analysis that may select an inconvenient or unfavorable state's law. Without a dispute resolution clause, a $3,000 logo dispute defaults to state-court litigation — expensive relative to the amount in dispute and far slower than small-claims court or arbitration.

What Clausio checks: That governing law is specified and that a dispute resolution mechanism (court, arbitration, or mediation-first) is named. Flags if governing law is blank.

Legal basis: Restatement (Second) of Conflict of Laws § 187 (1971) — courts enforce the parties' chosen governing law unless the chosen state has no substantial relationship to the transaction, or applying it would violate a fundamental policy of the state with the greater interest. [Confidence: medium]
Federal Arbitration Act, 9 U.S.C. § 2 (high confidence) — a written arbitration clause "shall be valid, irrevocable, and enforceable" save for standard contract defenses (fraud, unconscionability, duress).