Contract/agreement for custom font work

Kasper Pyndt

Hi everyone, 

I've recently been asked to do a custom typeface for a company and I'm looking to create a contract/agreement that specifies aspects such as: 1) What the work entails (and what it doesn't entail). 2) Base prices and how prices scale with added styles/interpolations. 3) Exclusivity agreement. 4) How revisions are handled. And possibly a whole lot more that I haven't thought of here. 

I'm hoping that some more experienced type designers on this forum would be willing to share any insights as to what an agreement like this should cover? Or even better: Share an actual agreement or agreement-template for those of us with less experience to study (obviously with sensitive information blacked out). 

Thanks in advance,
Kasper

Vasil Stanev

Law is different in each country but I have studied some contracts, e.g. EULAs found packaged with font files, the one of MyFonts etc. and carefully rewrote them for particular cases. 

Following the topic.

Ariq Syauqi

I've never done this too, but in my mind, if there are many styles, I think it's calculated per master.

I'll follow this topic too

JoyceKetterer

Your first question is if you are billing licensing separately from labor.  This is a personal choice.  I like separate better because it makes custom projects accessible to smaller clients

John Hudson

First determine the jurisdiction of the contract. If you and the client are in the same jurisdiction, then that's easy, but if you're in different jurisdictions the client is likely to want the contract to be governed by the laws of their own jurisdiction, since it will be more convenient and cheaper for them if a dispute arises. For the same reason, you'll want the contract to be governed by the laws of your jurisdiction. Typically, I find this can be negotiated on the basis of which party assumes most up-front risk, which in turn depends on the payment and license arrangements stated in the contract.

I recommend having a standard agreement that specifies the relationship between the two parties, the general kind of work to be done, terms and liabilities, etc. and a separate Statement of Work for specific projects. This is convenient because if you do more than one project for a client, or if the project gets extended, you don't need a whole new agreement, just another SOW.

You mentioned a base price and price scaling for additional options. This normally wouldn't be included in the contract, but would be in a price quote preceding the contract. Ideally, you want the client to decide which options they want when they agree to the price quote, and then the SOW specifies what they've agreed to. If they want to add more options later, you can create a second SOW.

JoyceKetterer

I never ever ever let the client have their jurisdiction.  THey are bigger than me and can more easily afford to travel if there's a dispute.

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JoyceKetterer

John lives in a magic fairy land where his clients are rational and know what they want.  The rest of us just make sure to carefully describe the project and indicate that work outside scope will be priced separately and attached to the contract with the  change order.  Also be sure to specify a kill fee

John Hudson

It's more like a magic fairy land where I spend up to two years helping a potential client to understand what they want/need before we even get to the contracting*, but when the contracting happens it's still essential to carefully describe the project, specify how extensions will happen and be priced**, etc.

* And yes, they sometimes bugger off before the project gets contracted. So early in the process I suggest a mutual Non-Disclosure Agreement, so they can't take all the groundwork work I've done and give it to one of my competitors.

** I usually specify that I will, at my discretion, provide a number of extra things at no cost if they come up during the course of the contracted work. So, for example, if I decide that a certain glyph would benefit from having a contextual variant to work better in some situations, I usually wouldn't charge for adding that.
_____

Also be sure to specify a kill fee.

Another thing I've found essential is to specify a limited time — usually 60 days — from delivery of the fonts for them to report bugs. Bugs reported during that time will be fixed at no cost. Fixes to bugs reported after that time may be charged.

If you are expecting the project to involve lots of iteration with input from the client, you should also specify time frames for this, so the client knows that they need to be responsive during that process. If the client has never commissioned custom work like this before, they won't have thought through the implications for organising review and feedback from their side. I always try to have one person designated as the responsible project manager on their side, and it is up to that person to coordinate the people in the organisation who may need to review or sign off on the work. In the case of a large organisation, there may be multiple teams or groups with a finger in the font pie.

JoyceKetterer

That is definitely a magic fairly land.  We lose almost every custom project we bid on because we need too much time to do it.  And that's with 6-8 months estimates usually.

Vasil Stanev

You eat the cake you bake and it may not taste good to others.

I would rather we keep the discussion respectful. If we have good legal documents we are able to share, let's do it. I have no less respect for a nicely worded law document than I have for a finely crafted font. Both are symbols of harmony and order IMPO.

Thomas Phinney

I am reasonably familiar with both Tiro (John) and Darden Studio (Joyce), and I will just say that y’all have two very different client bases. It is very interesting, but not shocking, that there might be some big differences on how things work for custom project bids between the two of you.

(Long ago, I was once the lead person involved in hiring Tiro for a set of projects ... that I think were with at least that long a timeframe. Although I will admit I do not recall the exact timelines.)

JoyceKetterer

I completely agree with Thomas.  I'm friends with John,  I'm pretty sure he knows I was teasing him (not being uncivil).  My apologies if that wasn't clear to everyone.  And I'm not weeping over the loss of custom work because of the schedules we need.  Occasionally a specific custom job looks especially appealing but in general we prefer to march to our own drum.  Client work can be very frustrating.  

JoyceKetterer

btw, I've also been a client of Tiro (John did Omnes Cyrillic Standard Width).  I found his process very careful and complete and didn't mind the length of time.  But I'd consider a foundry client that actually understand how fonts are made to fall into the category of "magical".  

JoyceKetterer

Another note on jurisdiction.  Not only is travel a consideration, but also jurisdiction effects what terms are enforceable.  A change in jurisdiction often means the extra expense of a local attorney consult.  Especially since I have taken on the burden of making the standard documents I use for a contract, I feel that it is my right to determine the jurisdiction.

In the one rare case where I did agree to a jurisdiction change, because it was necessary for a settlement, I made sure it wasn't home turf for either of us but a third country. I later learned that the reason the client agreed to it was because they erroneously thought that the third jurisdiction would weaken my legal protections.  That is, it is a country with a shorter term for copyright law so they thought they could widdle down our perpetual licensing price.  Unfortunately for them,  they were dealing with one of the few foundries that doesn't depend on copyright law to enforce our contract rights.  If we had been one of the other foundries agreeing to the venue change would have weakened us indeed! 

k.l.

JoyceKetterer said:

... one of the few foundries that doesn't depend on copyright law to enforce our contract rights ...

How so?

John Hudson

A change in jurisdiction often means the extra expense of a local attorney consult. 

Yes. That's how I ended up hiring a Dutch lawyer to review a contract.

Especially since I have taken on the burden of making the standard documents I use for a contract, I feel that it is my right to determine the jurisdiction.

Who is drafting the contract is one of the things I take into account when deciding who gets to specify the jurisdiction (along with which party assumes most up-front risk). If I am doing the drafting work and paying for the initial lawyer consult on wording, then I'm definitely going to specify my jurisdiction.

JoyceKetterer

@karstenluecke a lot of foundries handle license infringements as copyright violations.  The biggest problem with this has always been that you have to address a copyright violation where it happened (meaning I can't control governing law and see above).  The more recent problem is that the US copyright office stopped issuing copyrights for fonts a couple years ago.  Oh, and the reason everyone loves copyright is "you get legal fees reimbursed".  But that's only after you sue.  I do everything on contract law and I have a clause in my contract requiring legal and investigatory reimbursement whenever I have to enforce my license.  Also, contracts don't expire the way copyright does.

Gerben Dollen

John Hudson said:

Yes. That's how I ended up hiring a Dutch lawyer to review a contract.

A Dutch lawyer you recommend?