Alex is a co-founder of Sprintlaw. Alex previously worked at a top-tier firm as a lawyer specialising in technology and media contracts, and founded a digital agency which he sold in 2015.
What exactly should your client receive at the end of a branding project? The reassuring answer is that you get to define this clearly in your contract, before the work starts.
For brand studios, graphic designers and creative agencies, a good design deliverables clause can do a lot of heavy lifting. It tells the client what they're paying for, when they will receive it, which file formats are included, how many revision rounds they get, and whether they own the final work or simply have permission to use it.
This doesn't have to feel legalistic. A practical clause should read like a clear handover plan, with enough detail to stop awkward conversations later.
What Is A Design Deliverables Clause?
A design deliverables clause is the part of your client contract or design terms and conditions that sets out exactly what creative outputs you'll provide. It should be specific enough that both you and your client can point to it and say, "yes, that's included" or "no, that's outside the agreed scope".
For a brand studio, your deliverables might include:
- logo concepts
- a final primary logo
- secondary logo lockups
- brand marks or icons
- colour palette details
- typography recommendations
- brand guidelines
- social media templates
- presentation or pitch deck templates
- print-ready business card or packaging files
- web design files or export assets
The clause should also explain what isn't included. This is often where disputes start.
For example, a client might assume that "brand identity package" includes editable Canva templates, original Adobe Illustrator files, font files, print management, copywriting, and unlimited changes. You might have priced the job on the basis that it includes final exported files only, with two revision rounds.
If the contract doesn't spell that out, you may end up doing unpaid extra work to keep the relationship calm. Clear wording protects your margin and gives your client a better experience because there are fewer surprises.
What Should You Include In A Deliverables List?
You should include the deliverable name, quantity, format, delivery method and any limits on use. A deliverables list works best when it's concrete, not just descriptive.
Instead of saying:
"Brand identity design and related collateral."
you could say:
- Logo suite: one primary logo, one secondary logo and one icon mark.
- File formats: PNG, JPG, SVG and PDF for approved final logo files.
- Colour formats: RGB, CMYK and HEX colour values.
- Brand guidelines: one PDF brand style guide of up to 20 pages.
- Social media templates: five Instagram post templates and five Instagram story templates in Canva.
- Print collateral: one double-sided business card design supplied as a print-ready PDF.
That level of detail gives you room to price properly and manage the project confidently.
A Practical Example
Say you run a Wellington brand studio and you're creating a new identity for a boutique skincare label. Your proposal says "brand launch kit". The client later asks for editable packaging files, 30 social templates, email banners, a Shopify homepage mockup and all working Adobe files.
If your contract only says "brand launch kit", it's hard to push back without the conversation feeling personal. If your contract lists the exact files and quantities, you can simply say those extras are outside the agreed deliverables and quote for the additional work.
Your deliverables list can sit in the main agreement, in a statement of work, or in a schedule attached to your graphic design terms. What matters is that it forms part of the contract and is accepted by the client.
Do You Need To Give Clients Editable Source Files?
No, you don't need to give clients editable source files unless your contract says you will. Source files are often one of the biggest pressure points in a graphic design deliverables agreement.
Source files usually mean the working files used to create the design, such as:
- Adobe Illustrator files
- Adobe InDesign files
- Adobe Photoshop files
- Figma files
- Canva template files
- layered artwork files
- raw project files with editable components
Final files are different. These are usually exported files intended for use, such as PDFs, PNGs, JPGs or SVGs.
Many studios prefer to provide final files as part of the project fee, and charge separately for source files. That's often reasonable, because source files may contain your working methods, unused concepts, licensed assets, proprietary systems, grid structures, templates, plugins or file organisation processes.
If you're willing to provide source files, be clear about:
- which source files are included
- whether source files are included in the project fee or attract an extra fee
- when they will be released
- whether the client needs specific software to use them
- whether you'll clean, package or prepare the files for handover
- whether third-party assets, fonts or stock items are included
A helpful clause might say that editable source files are only provided if listed in the agreed deliverables schedule. It can also say that, unless stated otherwise, the studio will provide final exported files only.
That wording avoids the awkward assumption that paying for design automatically means receiving every working file behind it.
How Should A Design Revisions Clause Work?
A design revisions clause should say how many rounds of revisions are included, what counts as a revision, and when extra fees apply. This is where your contract can save you from endless tweaks.
A strong revisions clause usually covers:
- the number of included revision rounds
- the stage of the project where revisions can be requested
- how feedback must be given
- what happens if feedback is late, unclear or contradictory
- what counts as a new direction rather than a revision
- your hourly rate or quote process for extra changes
For example, you might include two revision rounds for the selected logo concept. That doesn't necessarily mean the client can reject the entire strategy, ask for five new concepts, change the business name, and restart the project from scratch.
It helps to define a revision as a change that refines an existing approved direction. A new creative direction, new deliverable, or major change to an approved concept can be treated as a variation.
How To Manage Feedback
Your contract can also make feedback easier to manage by saying that the client must:
- provide consolidated feedback from all decision makers
- use your nominated feedback method, such as email, comments in Figma or a project management tool
- give feedback within a set timeframe
- identify any legal, technical or brand requirements early
If you don't do this, you can end up with one director approving a design, another director rejecting it a week later, and the marketing manager sending separate comments that contradict both of them.
Your clause doesn't need to be harsh. It can simply say that delays or conflicting feedback may affect the project timeline and may require a revised quote.
Should Your Client Own The Design Files Or Just Have A Licence?
It depends on what you have agreed, because ownership and usage rights aren't the same thing. In New Zealand, copyright rules can be technical, so your contract should say clearly whether you're assigning copyright or granting a licence.
Under the Copyright Act 1994, copyright can protect original artistic works and other creative materials. Ownership can depend on factors like who created the work, whether they were an employee, whether the work was commissioned, and what the written agreement says.
For a brand studio, the safest practical approach is to deal with ownership in writing rather than relying on default rules.
Assignment
An IP assignment means copyright ownership is transferred. In New Zealand, an assignment of copyright generally needs to be in writing and signed by or on behalf of the person assigning it.
If you assign copyright to your client, the client may be able to use, adapt and commercialise the assigned work without needing further permission from you, subject to any limits in the contract.
Studios often assign rights in the final approved deliverables after full payment is received. They may keep ownership of:
- unused concepts
- draft designs
- pre-existing templates or tools
- strategy frameworks
- working files not listed as deliverables
- general know-how and design methods
Licence
A licence means you keep ownership, but the client has permission to use the work. A licence can be broad or narrow.
For example, a licence might allow the client to use the final logo worldwide, forever, for their business branding. Or it might be limited to a campaign, region, platform or time period.
Licensing can work well for campaign creative, illustrations, photography, templates and brand assets that you may want to reuse or adapt. Assignment is often expected for final core brand assets like a logo, but that still needs to be documented properly.
Moral Rights And Attribution
New Zealand copyright law also recognises moral rights, such as the right to be identified as the author in some situations and the right to object to derogatory treatment of a work. Moral rights are separate from copyright ownership.
If attribution, portfolio use or modification rights matter to you or your client, include wording about it. For example, you might ask for permission to show the final project in your portfolio after launch, unless the work is confidential.
What File Formats Should Your Brand Design Contract Cover?
Your contract should cover the file formats the client will receive and what each format is intended for. This avoids confusion between usable files, print files and editable files.
You might include:
- PNG: for digital use, often with transparent backgrounds.
- JPG: for standard digital images where transparency isn't needed.
- SVG: for scalable digital logo use, especially on websites.
- PDF: for print-ready documents or brand guides.
- EPS: for certain print or signage suppliers.
- AI, PSD, INDD or Figma: editable source files, if included.
- Canva files: editable templates, if the project includes Canva handover.
It's also sensible to state whether files are supplied in RGB, CMYK, HEX or Pantone values. Printers and manufacturers can have different requirements, and colour can look different across screens, materials and print processes.
Your contract can say the client is responsible for checking technical specifications with their printer, developer, manufacturer or platform before you prepare final artwork. If you're providing print management or production support, say that separately and price it properly.
Also think about third-party assets. Fonts, stock images, mockups, icons, plugins and templates may come with their own licence terms. You may not have the right to transfer those assets to the client, even if they appear in the design.
Your agreement should say whether:
- the client must buy their own font licences
- stock image fees are included or extra
- third-party assets are licensed separately
- you're responsible for checking trade mark availability
- the client is responsible for registering trade marks through IPONZ
A logo handover isn't the same as trade mark clearance. If your client wants stronger protection for a brand name or logo, they may need a trade mark search and application through IPONZ. Your contract should avoid promising that a design is available to register unless you have specifically agreed to provide that service and have the right expertise involved.
When Should You Hand Over The Final Files?
You should usually hand over final files after the client has approved the work and paid all amounts due. Your contract can make this condition clear so you're not chasing invoices after releasing everything.
A practical handover clause might say that:
- final deliverables will be supplied after written approval
- ownership or licence rights only begin after full payment
- source files will only be supplied if listed as included deliverables
- late payment may delay handover
- project files may be archived after a certain period
Without a written agreement, you may struggle to recover unpaid invoices or control how the work is used. It can also become unclear whether the client has approval to use draft concepts that were never selected.
Consider adding an acceptance process. For example, the client has a set period to review final proofs and request changes within the included revision rounds. After approval, further changes are treated as extra work.
You can also include project pause or expiry wording. Creative projects often stall because the client doesn't send feedback, content or approvals. Your contract can say that if the project is inactive for a certain period because the client hasn't responded, you may reschedule the work, charge a restart fee, or issue an invoice for work completed to date.
That kind of clause isn't about being difficult. It's about protecting your studio's time and making sure one delayed project doesn't block your whole production schedule.
Common Mistakes To Avoid
The most common mistake is using broad creative language where the contract needs practical detail. Words like "branding package" or "design support" can mean very different things to different people.
Other mistakes to watch for include:
- Leaving source files unclear: say whether editable files are included, excluded or available for an extra fee.
- Offering unlimited revisions: this can quickly turn a profitable project into unpaid labour.
- Assigning all IP too early: if rights transfer before payment, you may lose leverage if the invoice isn't paid.
- Forgetting third-party licences: don't promise to transfer fonts, stock images or templates if their licence terms don't allow it.
- Not dealing with unused concepts: make it clear that rejected or unused concepts stay with you unless agreed otherwise.
- Promising trade mark safety: a design project doesn't automatically include IPONZ searches, clearance or registration.
- Using a generic template without tailoring it: templates often miss the details that matter most to creative workflows, especially file formats, revisions and handover conditions.
You should also make sure your own contractor and employee arrangements line up with what you promise clients. If a freelancer creates part of the work, your studio needs the right written permissions or assignments from them, often in a subconsultant agreement, before you can confidently grant rights to your client.
This is especially relevant if you work with illustrators, photographers, copywriters, motion designers, developers or offshore contractors. A client-facing IP clause is only as strong as the rights your studio actually holds.
Key Takeaways
- A design deliverables clause should list exactly what the client receives, including quantities, formats and exclusions.
- You don't have to provide editable source files unless your contract says they're included.
- Your design revisions clause should define included revision rounds and when extra fees apply.
- Ownership and usage rights are different, so your contract should clearly deal with licence versus assignment.
- Final handover should usually depend on approval and full payment.
- Third-party assets, trade mark checks and freelancer IP should be dealt with clearly so you don't promise more than you can give.
If you'd like help with your design client contracts, deliverables clauses, IP ownership wording and source file handover terms, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.
Drafted by Taylor, Sprintlaw's AI, and overseen by Alex Solo. How we write
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