Modified fonts — exclusive or non-exclusive?

Adam Ladd

I have a request from someone who wants me to modify a single character from one of my fonts for them, but is also wanting exclusivity to the modified design (exclusivity in this case meaning I couldn't publish or resell this modified version; I'm not sure yet if it excludes being able to perform similar modifications for any others who might request it in the future).

Typically, for modified fonts, I've just done non-exclusive. So the client is paying for the design labor required and whatever the standard license is to cover their needs. No exclusivity fees are added into the cost, and I am free to be able to perform similar modification requests for others. (The only thing exclusive is the unique font file and name created for that client.)

Wondering how others typically approach this? If the desire continues for exclusivity with this modification, then I would think the cost would have to multiply quite a bit?

Christopher Slye

I’m unclear on the situation, since you describe the client wanting exclusive rights to a particular modification to a particular glyph, but then you refer to “similar modifications for any others”. To be clear, you’re talking about the glyph outline (not something code-based or technical)?

I guess I’m looking for clarity on what the client wants to be exclusive. Your description makes me wonder if the client is asking you not to license the unique font you make for them, or if they want exclusive rights to the glyph (the design) in that font.

It seems like a fuzzy proposition if the client wants you to alter a glyph you drew (your IP), and sell it to them (making it their IP). Normally I’d look at a situation like this as some version of “Please put our logo into your font, and don’t license that font to anyone else,” but if they’re asking you to, say, “Make the leg of the k curved instead of straight,” then are they asking you to never make a version of your font with a curved k leg, even if you drew a new one? Sure, you could promise to never use that specific k you made for them, but can you never make a similar k?

Sorry if I’m making this too complicated.

Hrant Հրանդ Փափազեան Papazian

It makes total sense for a client to want exclusivity for a modified version. The only reason for them to forego that is if that makes it too expensive. BTW what should be very expensive is preventing you from offering any modifications to others...

Adam Ladd

@Christopher Slye Sorry if unclear in my wording, thanks for seeking to clarify.

It's a little vague at this stage, and I have to discuss more with them, but to summarize the request they asked if the newly designed character will be exclusively licensed to them and not made available on reseller sites or for other customers.

No other terms or details so far. I don't know the depth of exclusivity they're seeking yet. But wondered about the different scenarios and how much I could justify cost-wise if truly exclusive.

Adam Ladd

@Hrant H. Papazian Thanks... yes, I think it falls somewhere between them wanting to own this modified design exclusively (they just don't want the modified version of the font published to a reseller site) and me still being allowed to do similar modifications for others (I just couldn't use the exact new character design that was created for them).

So it is restrictive in the sense of the one character just for them, but not so restrictive that I can't do other similar modifications to the same character (or other characters).

Adam Ladd

The feedback so far helps give me more context by which to reply to them. I'll do so now to confirm the level of exclusivity and report back. Thanks.

Christopher Slye

Thanks for clarifying. It sounds like it’s not so different from the logo scenario — just more vague about what constitutes their exclusive glyph. I don’t think you’d want to agree to “never modify the letter k in your font again”!

But pricing-wise, it sounds like some version of you charging to design a glyph for them, then licensing a version of your font that contains their glyph.

Adam Ladd

Yes, thanks @Christopher Slye I don't want to be locked out of future mods for others, the challenge is just how much they're wanting to restrict and pricing the licensing accordingly (I had originally already quoted for the design labor and standard license, but the exclusive request came up later).

Adam Ladd

I got more clarity:

The request is to have exclusive rights with ownership/protection of the exact version of the modified font with the modified character we design.

I would still be allowed to create similar modified versions of that same character for other clients, and also publish or resell those versions if desired. (And obviously, be allowed to continue to sell the original font.)

They just want to own and protect the exact new character design and the new version of the font with it. So I could not use that exact new character design or font ever again.

... I am curious about how much to charge or multiply license costs now, as there may be a very large gap from the original quote we discussed because at that time it was only for a basic, non-exclusive Desktop license with just a few users.(?)

Christopher Slye

Maybe an unpopular opinion, but I think if you’ve already charged to create a unique glyph for them (and if what you charged took into account that they own the glyph), then licensing them a version of your font with their glyph in it, and making that special font an exclusive license to them, should not require any particular extra charge. (Probably add a nominal fee for the production effort to rebuild the font with their glyph in it.)

Again with the logo scenario: If a client came to you with an EPS logo and asked, “Can you put our logo in your font, for our exclusive use,” what would you charge? The fact that the special font would be exclusive to them is sorta obvious, right? And it doesn’t undermine your ability to monetize your original font.

I’ve never had to quote something like this in real life, because Adobe strictly refused to customize fonts for people. I’ll bet there are plenty of people here who have some real-world stories and opinions about it!

Adam Ladd

Thanks for the feedback on this @Christopher Slye , the logo example is indeed helpful to picture this scenario more and weigh it out.

I think perhaps the factor I'm wrestling with is that this is a modification to a standard character in the font, which gives the normal function of the font when typed a distinct appearance that the client wants to own and protect. Rather than the addition of a unique glyph (like a logo graphic) to the already existing font as a sort of "extra".

The design labor charge was relatively small because it only factored in the design work and not really anything to do with exclusivity at that time. My concern in part becomes giving exclusive ownership to the modified font for a relatively small base Desktop license price, and the restrictions it puts on me from being allowed to use that exact same new character design in the future for such a small cost.

So if a different client came to me in the future and requested the same "k" (for example) be modified in a similar way, I would have to make sure I adhere to the restrictions and that it be designed different from the modified version I did for this client.

If the license and cost were larger from the start, it would be easier to factor it in and maybe not charge extra. But because it's only a small base license, wouldn't providing this form of exclusivity render additional cost? It's hard to give up some rights for such a small license. (I'm trying to keep the design labor separate.) I'm definitely open to the continued advice and want to do what's fair; just don't have a lot of understanding in this particular scenario.

Nick Curtis

Adam,

Your most recent post is, to my mind, the best way to address the problem. I'm also thinking that, given that you're getting a bonus for basically doing nothing, the fee for same ought to be reasonable.

JoyceKetterer

@Adam Ladd  You should talk to a lawyer.  There's a big difference between an exclusive license and ownership.  I never let anyone own a modified version of a font that we sell retail because I worry about confusion down the line over ownership of our retail font.  However, we quite regularly make a modified version that we rename and promise will stay exclusive.  Sometimes we charge for the exclusivity and sometimes not, it depends on wether it's the sort of thing we'd even want to take retail.  Sometimes the requested mods are so specific to the client that that's not even relevant.  Also, we do factor in the cost of the license.  If they are buying a big license we're more inclined to throw something like that in as a courtesy.  

You might be tempted to completely rename the font for them, so they can own it, but that could also have legal implications.  We always rename mods nameoffont_nameofclient and explain that it must have a new name (even if we only change of glyph) because of caching.  

Adam Ladd

Thank you @JoyceKetterer for your reply and sharing what your experience has been. I appreciate it.

Good point about distinguishing between exclusivity and ownership. I might have been a little loose with that wording. So far, my understanding is that they just want to protect the exact version of the modified character and font created for them so that it isn't available to anyone else. They would still be subject to the basic Desktop license terms and user count. So they wouldn't be able to do whatever they wanted with it.

Agreed about renaming the font, I do usually do that in a similar format you described for other mod requests (and will for this one). The license is just so small in comparison to giving up some rights on my end (even if I don't ever use that modified character design again for a different customer), that it's hard to justify not factoring in some additional license cost. And because it's just one character being modified, the design labor part is relatively low cost as well.

JoyceKetterer

@Adam Ladd I think it's totally reasonable to tell your client that about the cost.  But before you do I would have in mind how much of a license would be enough.  They might be perfectly willing to pay more but want to do so in the form of a license with room to grow rather than an exclusivity fee.  Which, personally, I think is easier for a foundry to deal with as well.

Adam Ladd

@JoyceKetterer thank you. Trying to determine cost now and what it'd be worth without too large a gap from the smaller license they originally requested. (Like we mentioned, would be easier if the license need were larger from the start and I could perhaps absorb some of it there, but this scenario has been a bit of a gray area for me.)

And thank you for the feedback so far all, this helps give context and where it may or may not be appropriate to factor in costs. I appreciate it. Still would enjoy continued discussion, but am providing updated numbers now to them.

JoyceKetterer

@Adam Ladd I agree that it's really hard to price exclusivity of a derivative (I find it's easy with a totally original work because I can price it at what I think it would earn).  The problem with something like a single glyph is that the value is really in your inconvenience rather than something that's clearly quantifiable.  Have you tried asking why they want exclusivity?  Sometimes clients only ask for that as a reflex.  You might be able to persuade them it's less convenient for them as well.  If they don't take exclusivity you can add the glyph as an alt to the retail build and then any contractors they work with will have it rather than need to purchase a license for their build.  

Adam Ladd

@JoyceKetterer yes, it is tricky.

We did talk on the phone to get more understanding of the request but the furthest it got at that time was that they just want to protect this version (but didn't mention additional reasons why), yet are ok with me creating similar versions in the future.

Rodrigo Saiani

A recent customer licensed one of our fonts but wanted some modifications on three specific characters + some adjustments for Microsoft suite. We charged them the labor and a fee to rename the font for their agency. That modification is licensed for them with exclusivity, pretty much because the modifications were super specific for the customer and in the functionality in their workflow (having RIBBI be different than the standard weights in Powerpoint, for example).

Another customer commissioned some additional characters and were quite ok to have them reflect back to the retail version.

Adam Ladd

@Rodrigo Saiani thanks for sharing this example. Even though your clients request was very specific so you likely didn't have to worry about that exact request happening again by a different client, did you have to factor in the exclusivity into the price, or was the license large enough that it could be absorbed in?

The challenge I've had is that the request is not that super specific because it's a request to redraw a single common letter glyph that they want to protect from ever being reused for another customer, and the license was small.

JoyceKetterer

@Adam Ladd this request feels so much to me like they just misunderstand fonts.  what utility is there in "protecting a single character"?  It seems to me that it should be possible to talk them out of it.

JoyceKetterer

@Adam Ladd I find that the trickiest part of my job is knowing when not to respond to the request as stated from the client but instead to figure out what need they are trying to meet.  So often, they ask for a thing they think will solve their problem but will not.  My job is to solve the problem, which sometimes means getting them to give me more information so I can understand what the problem is.  

Adam Ladd

@JoyceKetterer agree Joyce, good way to say it.

I started to write an email yesterday to get more details and try to explain exclusivity some, but then asked if we could do a call to talk through and understand better what they actually did and did not need—or want (didn't get into much of the "why" at that time).

The phone call helped save from some cumbersome emails to get us more quickly on the same page and both parties feel more comfortable, rather than just looking at terms and numbers on a screen.

John Hudson

So often, they ask for a thing they think will solve their problem but will not. 

Yes. I regularly ask clients ‘What is is that you are trying to achieve?’ — but sometimes, it turns out that they're not really sure, and just like the idea of owning something.

Adam Ladd

...and just like the idea of owning something.

Ah yes. In this case, the exclusive part of the request came after a basic, non-exclusive Desktop license was quoted and approved. And so we've had to backtrack some to clarify what they're really needing and then settle on what seems appropriate cost-wise since they're wanting to gain some protection ("ownership") and I'd be losing some rights on such a small license and labor cost.

Hrant Հրանդ Փափազեան Papazian

Adam Ladd said:

The phone call helped save from some cumbersome emails

But be very careful of calls versus emails... When I used to be contracted by Disney my main contact would never reply to an email, and always insists on a call... to evade documenting his cluelessness.

Adam Ladd

Good point @Hrant H. Papazian , thanks. Still documenting and restating what we discussed on call in the email.

JoyceKetterer

@Hrant H. Papazian that's why I always follow up with an email.  Well, also so they have something to refer to later and forward.  But often a call is just the fastest way to untangle things.

Hrant Հրանդ Փափազեան Papazian

@JoyceKetterer I sent emails, they would never reply. :-/  And if you make a stink, they just find somebody more desperate. Anything to avoid documenting mid-manager incompetence. Luckily most clients are not as nasty as Disney.

JoyceKetterer

@Hrant H. Papazian I don't mean emails they reply to.  I just mean a follow-up that recaps what you told them.  No, they aren't all nasty but many are in some way a mess.

JoyceKetterer

Could the person/people who "disagreed" with two posts by me which seem really innocuous to me please tell us why?  I don't see why the interface treats disagreement as if one were flagging the post for content.