OUR PERSPECTIVES

Successfully Negotiating Your Design Contract

A client has expressed interest in working with you and you’ve begun the often awkward contract negotiation phase. Here are some thoughts on how to weather the situation and best serve both your business and your client.

Don’t Fear the Walkaway

Many businesses – especially smaller ones or startups – fear the client walkaway, but it’s important to not let this fear paralyze your negotiation process. Remind yourself of the facts: the client chose to work with you and not another designer. They like your design. They like your style. They like your work. They trust your expertise, which should be reflected in a well-structured contract. And, remember: if they’re unwilling to negotiate aspects of the scope of work that are important to you, they’re probably not the right client for your business.

Focus on What’s Important

Set clear requirements for when, and how much, you’re getting paid. If there is a certain figure you need to sustain your business throughout the project, don’t settle for less. And, don’t settle on when you’re going to get paid either. If the client raises issues regarding payment terms, that could be the time to reevaluate the partnership. After all, you are doing work for them, and deserve to be compensated in a timely manner that works for your business.

Don’t waive your rights to intellectual property. Your work is yours to share, and if a client is unwilling to acknowledge these rights, that’s a considerable red flag and perhaps a sign to move on from the partnership. If you can’t share images of your own work or include them in your professional portfolio, it stifles the growth of your brand and opportunities for publicity.

Another important element to keep in mind is a jurisdiction clause. Should you and your client have a dispute, a jurisdiction clause indicates where and how the dispute will be resolved. If you live in different jurisdictions – you’re in New York, while their home is on Nantucket for example  – you want to make sure that the dispute is resolved in your jurisdiction to give you an advantage when thinking of possible legal fees, location of key witnesses and convenience. Engaging in a legal dispute with your client is not the goal, but having a clear and beneficial jurisdiction clause can ease some of the headaches of possible litigation.

Many designers and businesses agonize over the negotiation process with their clients. However, it’s crucial to remember that the client chose to partner with you and negotiating is just part of the process.

SETH KAPLOWITZ
Seth has over 20 years of experience, as an attorney practicing at international law firms and as in-house counsel to an international private equity firm. Seth has advised on, structured and executed commercial transactions throughout North America, Europe, Asia, Africa and South America, both as a legal practitioner as well as an equity and debt holder.
CONTACT
seth@kaplowitzfirm.com
Direct - 1-212-547-8846