# Question about contract w/ client im doing this week.. NEED HELP ASAP



## juststarting82 (May 11, 2013)

hey guys,
first post! i knew i could get the best answers here..ive been here numerous times and looking to get help this time.

ok...heres my situation. Im designing shirt designs for clients and thinkng about getting a contract w/ each person.

---my situation w/ 1 client im dealing w/ and finalizing this week.
ive designed 30 shirts...emailed them for approval..so now they have all the designs...not hi res of coarse,but have the designs.
we decided on a deal where i take care of shipping,designing,printing,fulfillment etc...for a percentage of shirt sales that i designed. and if it goes to wholesale i get a percentage too.so basically the life of the shirt. i get a %.

so im looking for a good contract that holds me as the copyright owner of each shirt i designed and states what i get and he gets. so he cant just ditch me and take my designs and have someone else print them. any pre written contracts that i can alter would help!

also if things go sour before contract..can they just steal my designs ideas and have someone else do them w/o being sued?

i think im gonna use this type of contract for each person i deal w/...

any other things to look for or should worry about? thank you guys very very much in advance!


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## headfirst (Jun 29, 2011)

Sounds like a great way to scare off customers. Did they pay you for the artwork?


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## jackpine (Jul 27, 2009)

Charge for your design and DO NOT do any work without a deposit ( 50%) and a fixed cost to the customer and a signed work order. I always ask..."do you have a logo and a budget?'


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## headfirst (Jun 29, 2011)

jackpine said:


> Charge for your design and DO NOT do any work without a deposit ( 50%) and a fixed cost to the customer and a signed work order. I always ask..."do you have a logo and a budget?'


It sounds like he wants to hold the customer hostage with the artwork.


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## juststarting82 (May 11, 2013)

hey guys,
let me clarify... im not trying to scare anyone off etc

they brought this option to me..
cause they dont want to deal w/,have money, or time for order fulfillment,shirts,paying for minimums,artwork, pretty much any of it. so all they are doing is allowing me to use their image.

was wondering what kind of contract i should get written up? and if theres a sample of anything like this somewhere?
id feel safer w/ a contract

also... what are my rights if they take or use my design and have someone else do it. w/ proof of our agreement on email?

i hate dealing with legal mumbo jumbo,but you know people can change their mind.

thank you


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## headfirst (Jun 29, 2011)

juststarting82 said:


> cause they dont want to deal w/,have money, or time for order fulfillment,shirts,paying for minimums,artwork, pretty much any of it.


RUN from this one. You'll be the one they can't afford to pay. 



juststarting82 said:


> was wondering what kind of contract i should get written up? and if theres a sample of anything like this somewhere?
> id feel safer w/ a contract
> 
> also... what are my rights if they take or use my design and have someone else do it. w/ proof of our agreement on email?
> ...


Have them pay up front. I've never heard of a shop requiring anyone to sign a contract unless they were giving them terms or setting up a program.

If you're worried about getting paid by the customer either have them pay up front or don't take the job.


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## juststarting82 (May 11, 2013)

hey headfirst,
thanks for responding.

this agreement is between me and client. im not dealing with any shops.
client wants shirts,designs,fulfillment,storage etc..they basically put no money up and have no responsibility to take care of anything and i get to use their image. 
Instead of paying me for artwork,design, and everything else from a-z. i get a percentage of all sales. which hopefully will make me more money in the long run for all the time im putting in. 

im pretty sure he wants a contract which is better for me.
just was wondering if they had anything like this around?


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## juststarting82 (May 11, 2013)

im kinda retarded...hahah im realizing what im basically doing is licensing the work.

so i have to figure out the appropriate rate...and from looking over things..im taking a huuuge low % than normal royalty rate..although i dont have to pay an upfront fee.


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## wormil (Jan 7, 2008)

juststarting82 said:


> client wants shirts,designs,fulfillment,storage etc..they basically put no money up and have no responsibility to take care of anything and i get to use their image.
> Instead of paying me for artwork,design, and everything else from a-z. i get a percentage of all sales. which hopefully will make me more money in the long run for all the time im putting in.
> 
> im pretty sure he wants a contract which is better for me.
> just was wondering if they had anything like this around?


Maybe I'm being dense and missing the obvious but what does the client bring to the table? It sounds like you are doing everything and taking all the risk. I had two people approach me, basically all they had was an idea for a design and were going to help me sell them. I offered them 5% of net profit and 25% of their personal sales, they both declined. It might sound like I lowballed them but my money, my risk, my labor, I get the big bite of the profit.

Per the contract, hire a lawyer, they will answer these questions and it will likely save you money in the long run.


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## juststarting82 (May 11, 2013)

Hey Wormil,
thanks for the reply.. the ONLY reason im willing to do this is because they have a big fan base.seems like im doing a REVERSE licensing deal.hahah
but they have the notion of "well i could get someone else to do it" or " i have my own shipping people" in th eback of my mind im thinking "well if you woulda,you coulda"
but the part that sucks is he has all my designs...because he wanted to see it....so if im not mistaken he can basically take the design change it 20% and in a court he would win.
and i disclosed my costs of what it takes to make etc..

so im kinda in this reverse license deal ...trying to figure out whats best,but dont want to lose this client either.
he also has the excuse their manager takes 20% of any and everything they make.


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## wormil (Jan 7, 2008)

The manager is his problem and gets paid from his cut. Well if he has a dedicated fan base it might be worth the risk but I would want protections in the contract... stuff like he needs to pimp the shirts, can't use any other printer during the contract period, payment for design and printing cost comes out before profits are divied up.


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## juststarting82 (May 11, 2013)

hey wormil,
thanks again for the advice...yeah i started putting together a license agreement...and making an exclusive deal of all merch i design.

what is that part of contract called where i put things in like...photoshoot w/ shirt,x amount of tweets a month about it etc? is it an added provision?

what is an average design fee?

thanks again for helping


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## beanie357 (Mar 27, 2011)

I think you are behind the curve here. It seems like you just need to pay them a percentage for liscencing, and you design produce fullfillment.

Seems like you did the art before a deal was finalized. It has an odor about it, pungent from what I read here. Send a bill for artwork to stake your value.

Then see what they want as a percentage to allow you use their name. Remember, the costs and risks seem to be lined up on your side.


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## jackpine (Jul 27, 2009)

No I just like getting paid for custom work....I am in business to make a living. If it is their art work then it should be ready to put into production without any redesigning. Setting up a job with a customer's file there is no charge.


headfirst said:


> It sounds like he wants to hold the customer hostage with the artwork.


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## juststarting82 (May 11, 2013)

thanks again for the help...
you im getting a ****ty licensing deal where i get 15% of all sales.
i design,fulfill,store,all shirts (i do everything from a-z)

now im just worried that since i turned in the shirt designs BEFORE hand...that he could basically..say **** it change the designs slightly and i get nothing in the end. i think legally if its changed by 20% he could get away with if i think.

so im kinda in fear of that and thinking that something coming in is better than nothing coming in.(which sucks looking at this in retrospect)

whats the average art/design fee per shirt? 
i was thinking of adding a processing fee as well,need to find ways to make more money from it.


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## wormil (Jan 7, 2008)

juststarting82 said:


> i think legally if its changed by 20% he could get away with if i think.


That's a myth, it's actually much more complicated. 15% of the net profit I hope, after printing/fulfillment costs including your labor are paid.


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## treefox2118 (Sep 23, 2010)

I would set their payout very low. 15% macimum., unless they pay up front for garments, setup and supplies stock.

Sent from my Nexus 4 using T-Shirt Forums


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## juststarting82 (May 11, 2013)

i meant if they changed the design by 20% cant they legally use my design?

a derivitive of what i made?

yeah im kinda annoyed by this..but maybe will increase me getting other people?


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## expertbrand (Apr 17, 2013)

To piggyback on what others said- make it simple for yourself. Get a deposit up front for the work and sell them the logo/design. If they aren't wanting to do to the selling- I wouldn't get involved in that unless it is for a set $ amount- not a %.


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## kimura-mma (Jul 26, 2008)

juststarting82 said:


> i meant if they changed the design by 20% cant they legally use my design?


No, this is not an actual law. There is nothing in copyright law that substantiates a certain percent of change makes it legal to use someone else's work. If someone uses your design, and you can prove you are the original creator, you have the legal leg to stand on.



juststarting82 said:


> a derivitive of what i made?


Yes, there are laws for derivative works. But it has nothing to do with changing a design by 20%.


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## hostingdiva (Mar 31, 2006)

For other agreement samples that may fit what you're doing, you may want to do an online search for "Drop Shipping Agreement", "Fulfillment Services Agreement" and "Affiliate Agreement". The forms you find should have applicable language to your circumstances.

As others have said, there is no set % in the law. The copyright analysis in litigation is extremely complicated. For some basics, you may want to take a look at Stanford's Copyright and Fair Use section - Stanford Copyright & Fair Use - Copyright FAQs.

Also, yes, you should save all of your e-mail correspondence because, depending the types of specifics set out, e-mail correspondence itself could be deemed to be the contract if there is nothing more formal in place.


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