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Challenges Facing Freelance Logo Designers and NDA's

The Challenges Facing Freelance Logo Designers and NDA's

Thought I'd share a letter I once wrote to a client, regarding some compromises on an NDA (Non Disclosure Agreement) I was asked to sign, for a logo and brand identity project.

The challenge was that my client was an 'agency', acting on behalf of their client.

My role was to produce 3-4 logo concepts, that 'my' client would show their client. Their client would then choose 1 of those concepts for us to move forward with.

I felt it addressed a number of issues that I had been worried about before in other, but had not had the 'courage' to raise them with the client.In this case, I just felt I needed to raise these recurring concerns.

I'm very glad I did, as the client is question was only to please to accommodate my suggestions, which made it all the easier.

I have since added these points to a Contract template that is used in response to signing any further client NDA's.

The biggest lesson learnt here: Don't be afraid to question the NDA, if it doesn't 'flow' with your own contract, or way of working.

Note: I've pretty much just copied and pasted this letter as I wrote it, but obviously removing names etc.

The NDA Letter

With reference to your NDA and contract: I do have my own contract, but this may conflict with some of the aspects in the NDA, which isn’t a problem as I can change it as required.

The main topic of interest: relates to 'Ownership of Copyright’ of the logo design ideas submitted to you, and also my usual approach of putting my finished logo and graphic design work in my portfolio.

Ownership of Copyright

Typically, with OoC (Ownership of Copyright), this automatically passes from me to you once the balance has been paid ( I do also sign a form that I send clients showing Transfer of Ownership)

It is at this stage when I’d usually release the final digital files, concepts to the client.

No final balance; no final files or Transfer of Copyright.

One Logo Design Idea

The other issue is that the client will only always get the copyright for the one chosen logo design, and none of the passed-up previous concepts, ideas, sketches etc. 

In this case, the NDA would conflict this rule of mine as I am to present you with 3-4 logo concepts which you are to show to your own client.

If your client doesn’t go with any of the ideas, then this is a bit of a grey area: you would have 3-4 ideas, that you’ve paid for, but yet I would ordinarily only allow for 1 idea in relation to Transfer of Copyright. 

This is meant to protect me from a client using any of my previous ideas, that they’ve previously passed up. I might have created countless sketches and vague concepts, maybe a handful of more polished digital ideas, but my client will only ever get ownership of the one chosen idea.

I’d need to make some kind of provision that you are not permitted to use my concepts (except 1, as you have paid for that) for other works’/clients’ if your client doesn’t select any of mine.

Also, this would apply if your client does choose an idea, this means the other remaining concepts cannot be used or repurposed, by you, for other clients/future projects etc.

In Conclusion

• If your client awards you the pitch, and we get the go ahead to progress with one of the concepts, only this 1 logo design concept would be covered by the Transfer of Ownership of Copyright. 

The remaining logo concepts remain my ownership, but I’d adhere to the NDA and remove any mention/reference to the clients brand name etc, obviously. This would allow me to repurpose a logo mark, for example, that they passed-up, for another client. Not clear at this point if the Ownership of the chosen concept eventually goes to you, or to your client.

• If the client doesn’t award you the pitch, then you are only permitted to use/repurpose one of the concepts I’ve created, for any other project/client you see fit in the future. You’d  just need to let me know which one, and I’d arrange the Transfer of Copyright etc accordingly.

Showing of Client Works

Typically, after a project is complete, and the client is happy etc, then I’d put the logo design on my portfolio, external portfolios, and usually blog about the project etc.

I understand the NDA prevents me from doing this initially, but I’m not sure if this is a ‘forever thing’, or time limited?

So for example: you win the pitch, and we work on a final version of the logo. Would I, at any point in the future, be able to put this design in my portfolio?

Sorry for all this, but I’ve been burnt before, and seen other designers’ in a similar position see a number of their ‘unwanted’ concepts actually being used.

I hope this all makes sense, and feel free to suggest edits/amendments, then I can include this in my Contract and send it to you for your approval, along with the Invoice.




A recent postAttention Freelance Logo Designers: Let Us Talk The Signing of an NDA, saw me waffle on a little about NDA's, and not inadvertently falling victim to what can be some pretty crippling limitations.

When you design logo and brand identities for a living, the freedom to then show, exhibit, promote and generally show-off all completed works, is a fundamental necessity to ensure ones own continued business success.

NDA Limitations

As I mention in the letter template below, I have been caught out on occasion by hurriedly signing an NDA before really reading it, or more specifically, trying to understand the legalise presented in the NDA.

Sometimes it's not at all clear what actual limitations are placed on a designer, and the bigger problem is not the 'being quiet during a project', but the often times unrealistic limitations in the showing of completed works after the project is completed.

Some of these limitations, other than the usual, and expected: "Not being able to discuss the project during the development of the project", could be:

  • Not being able to show your work in your portfolio, for 6 months or longer, after the project is completed, even though the client/agency is actually allowed to show your work, on their site, immediately.
  • Not being able to show/promote any completed logo and brand identity work at all, after any period, whatsobloodyever.
  • Not being able to show any unapproved designs/concepts—Can understand this one.
  • Not allowed to take credit for your own design, as the intermediary agency will claim all copyright to your work—this one I hate with a vengeance.

The challenge with an NDA, is that they are often having to be signed before a designer can actually present their own particular Terms and Conditions, and with mine I have explicit demands when it comes to how I show, present, show-off all my completed works, unused logo design concepts etc, such as this in my Logo Design Proposal:

All preparation materials, sketches, visuals, including the electronic files used to create the project remain the property of Graham Smith. The final artwork/digital files will become the property of the client mentioned in this proposal ONLY upon final payment of the project.
If final payment is NOT received as agreed, and set out in the initial proposal, all designs and concepts will remain the property of Graham Smith until payment is received. If there are issues with final payment, I reserve the right to reuse or amend any of these ideas for other clients, or to be used freely as concepts in my portfolio.
Graham Smith reserves the right to show any artwork, ideas, sketches created for this project in a portfolio as examples of client work. This can be during the project, and also on completion. If you have any specific ‘secrecy/stealth mode’ requirements, please mention this before agreeing to the proposal.

If a new logo and brand identity project is going to impose an almost indefinite 'quiet period' on my work, then I will think very hard about whether it's actually worth taking the project on.

Let's suppose this new project becomes the best one you have ever created, and it would be the one piece in your portfolio that perfectly demonstrates exactly how creative, talented you really are. How gutting it would then be to realise that you'd not be able to show it in your portfolio, and even worse, maybe not even getting the credit for the design!

Not Being Able To Take Credit For Your Logo Design

This is one other part of an NDA that needs to be checked, as some do actually stipulate that the client, or intermediary agency, will take full credit for your design and work, leaving you completely out in the cold, other than the pay cheque.

So anyway, when I'm presented with a new lead and an NDA to sign before they share any project information with me, I'll send a letter a little like this one below. Feel free to use this letter as is, or adjust it to your own requirements:

Dear Sir/Madam,

Really great to hear from you, and thank you for reaching out to me for your logo design. I just have a few questions relating to your NDA before I go ahead and sign it for you.

I have, in the the past, been caught out with signing NDA's before I have been able to present my own Proposal, and Term's of Condition's.

I have been presented with quite heavy restrictions on when, or even if at all, I'm able to show/present the final works in my portfolio, which were not immediately clear in the initial NDA.

As logo and brand identity design is what I do for a living, any logo works that I complete are an essential part of my business survival, and the presenting of all new works, in my portfolio etc, is an absolute necessity.

I do completely understand, and respect, the need for secrecy during the project's duration that requires the singing of an NDA, and I don't have any issues with this whatsoever. The challenges and problems have arisen after the project has been completed, and fully signed-off.

I would just like to confirm with you that I would be able to freely present the work, in my portfolio, and other promotional means, after the project is completed and signed-off, or are there likely to be be significant restrictions in place preventing me showing the completed work in my portfolio? 

I would also like to confirm that full design and development credit, for the logo and brand identity design, remains in my name?

Look forward to your reply.

Conclusion

Ultimately, signing and accepting any limitations in a NDA is completely down to your own personal choice.

For me, I find some of restrictions boarding on the arrogant and 66, and am very cautious about signing any NDA that comes my way.

Even before I do sign an NDA, I'm not afraid to swing a number of questions back to the client/agency to clarify the various concerns I have outlined in this post. It's actually quiet scary see how many restrictions start to leak out, that are not clearly explained in the actual NDA