© 1988
The American Institute
of Graphic Arts
164 Fifth Avenue
New York, New York 10010
Telehone 212.807.1990
Page Number 1Document Number
1988-01
October 1988 Edition
The American Institute of Graphic Arts
Standard Form of
Agreement for
Graphic Design Services
The Client and Designer agree as follows:
Agreement made as of date
Between the Client
And the Designer
For the Project referred to as
General Edition
This document is intended to be used as a
basis of agreement between designers and their
clients. It has important legal consequences.
Consultation with an attorney is encouraged
with regard to its completion or modification.
General Edition
© 1988
The American Institute
of Graphic Arts
164 Fifth Avenue
New York, New York 10010
Telephone 212.807.1990
Page Number 2Document Number
1988-01
October 1988 Edition
Standard Form of
Agreement for
Graphic Design Services
1.
1.1.Description of the Project.
THE PROJECT
The Project that is the subject of this agreement shall consist of:
Describe the Project in detail above or attach a description as an exhibit. The exhibit may consist of
correspondence between the Designer and the Client describing the Project.
General Edition
© 1988
The American Institute
of Graphic Arts
164 Fifth Avenue
New York, New York 10010
Telephone 212.807.1990
Page Number 3Document Number
1988-01
October 1988 Edition
Standard Form of
Agreement for
Graphic Design Services
SERVICES
The Designer shall provide the Basic and Supplementary Services specified below.
The Designer shall provide Basic Services for the Project consisting of consultation, research,
design, checking quality of Implementation, and coordination of the Project and its Execution.
In connection with performing Basic Services, the Designer shall prepare and present materials
to the Client that demonstrate or describe the Designer’s intentions and shall prepare various
materials, such as artwork, drawings, and specifications, to enable the design to be printed,
fabricated, installed, or otherwise implemented.
In addition to the Basic Services described above, the Designer’s fee may also include the
provision of certain specialized Supplementary Services, but only to the extent described
below. Such Supplementary Services might include: Creative services including copy develop-
ment, writing, editing, photography, and illustration. Preparation of special artwork including
drawing of logotypes, nonstandard typefaces, maps, diagrams, and charts, and preparation of
existing materials for reproduction such as partial or complete redrawing, line conversion,
retouching, captioning within an illustration, diagram, or map, and making camera-ready color
separation overlays. Production services including typesetting and proofreading. Preparation of
special presentation materials including detailed renderings, models, mockups, and slide
presentations. If any of these other services are required, but are not to be provided by the
Designer as Supplementary Services, they will be coordinated by the Designer, provided by
others, and billed to the Client as reimbursable expenses.
The Supplementary Services to be provided by the Designer with respect to the Project shall
consist of:
The Designer’s services under this Agreement do not include Implementation such as printing,
fabrication, and installation of the Project design. The Client and Designer agree that any
such Implementation is to be provided by others, and the Designer’s services with respect to
such Implementation shall be restricted to providing specifications, coordination, and quality-
checking. Unless otherwise specified in this Agreement, the Designer shall have no responsi-
bility to the providers of such Implementation, and charges therefor shall be billed directly to
the Client. While not responsible for Implementation, in a supervisory capacity the Designer
may assume responsibility for paying such charges, and the Designer shall be entitled to
reimbursement from the Client for Implementation costs plus such handling charge as is
specified in Section 3.2.
2.
2.1.
2.2.
2.3.
Basic Services
Supplementary Services
Implementation
General Edition
© 1988
The American Institute
of Graphic Arts
164 Fifth Avenue
New York, New York 10010
Telephone 212.807.1990
Page Number 4Document Number
1988-01
October 1988 Edition
Standard Form of
Agreement for
Graphic Design Services
COMPENSATION
The Client shall pay the Designer for the services described in this Contract as follows:
Where specified in this contract, the Client shall pay the Designer at the Designer’s standard
rates as in effect at this time.
The Designer’s standard rates currently in effect are as follows:
No change shall be made in the Designer’s standard rates prior to
Upon signing this Agreement, the Client shall make a payment of
This initial payment shall be credited against the amounts due hereunder as follows:
After receipt of an invoice, the Client shall make payments within
The Designer may render invoices according to the following schedule:
3.
3.1.
3.2.
3.3.
3.4.
Fees
Hourly Rates
Initial Payment
Payment Schedule
General Edition
© 1988
The American Institute
of Graphic Arts
164 Fifth Avenue
New York, New York 10010
Telephone 212.807.1990
Page Number 5Document Number
1988-01
October 1988 Edition
Standard Form of
Agreement for
Graphic Design Services
Revisions and Additions
Rush Work
Reimbursable Expenses
Reimbursable and
Implementation Budgets
Records
Late Payment
3.5.
3.6.
3.7.
3.8.
3.9.
3.10.
A fixed fee or fee estimated not to exceed a specified amount is based upon the time estimated
to complete the services specified in this Agreement during normal working hours. Any
revisions or additions to the services described in this Agreement shall be billed as additional
services not included in any fixed fee or estimated fee specified above.
Such additional services shall include, but shall not be limited to, changes in the extent of
work, changes in the complexity of any elements of the Project, and any changes made after
approval has been given for a specific stage of design, documentation, or preparation of
artwork.
The Designer shall keep the Client informed of additional services that are required and shall
request the Client’s approval for any additional services which cause the total fees, exclusive
of any surcharge for rush work, to exceed the fixed or estimated fees set forth in section 3.1. by
more than the following amount:
The Client shall pay a surcharge for any services requiring work to be performed outside of
normal working hours by reason of unusual deadlines or as a consequence of the Client not
meeting scheduled times for delivery of information, materials, or approvals.
The surcharge for rush work shall be at the standard rates plus
Normal working hours for this Project are as follows:
The Client shall reimburse the Designer for all out-of-pocket expenses incurred by the
Designer with respect to the Project including, but not limited to, expenditures for:
Implementation, typesetting, photostats, photoprints, photography, film and processing,
acetate color overlays, transfer proofs, presentation and artwork materials, electrostatic
(xerographic) copies, Fax and long-distance telephone charges, postage, and local deliveries,
including messengers, out-of-town travel, and shipping.
Automobile travel will be charged at a standard rate per mile of
Reimbursable Expenses will be billed at cost plus a surcharge of
Any budget figures or estimates for Reimbursable Expenses or Implementation charges such as
printing, fabrication, or installation are for planning purposes only. The Designer shall use his
or her best efforts to work within stated budgets but shall not be liable if such expenses exceed
budgets.
The Designer shall maintain records of hours and reimbursable expenses and shall make such
records available to the Client for inspection on request.
The Client shall pay a service charge for all overdue amounts of
General Edition
© 1988
The American Institute
of Graphic Arts
164 Fifth Avenue
New York, New York 10010
Telephone 212.807.1990
Page Number 6Document Number
1988-01
October 1988 Edition
Standard Form of
Agreement for
Graphic Design Services
CLIENT’S OBLIGATIONS
The Client shall appoint a sole Representative with full authority to provide or obtain any
necessary information and approvals that may be required by the Designer. The Client's
Representative shall be responsible for coordination of briefing, review, and the decision-
making process with respect to persons and parties other than the Designer and its sub-
contractors. If, after the Client’s Representative has approved a design, the Client or any
other authorized person requires changes that require additional services from the Designer,
the Client shall pay all fees and expenses arising from such changes as additional services.
The Client shall provide accurate and complete information and materials to the Designer
and shall be responsible for the accuracy and completeness of all information and materials so
provided. The Client guarantees that all materials supplied to the Designer are owned by the
Client or that the Client has all necessary rights in such materials to permit the Designer to
use them for the Project.
The Client shall indemnify, defend, and hold the Designer harmless from and against any
claim, suit, damages and expense, including attorney’s fees, arising from or out of any claim
by any party that its rights have been or are being violated or infringed upon with respect to
any materials provided by the Client.
All copy provided by the Client shall be in a form suitable for typesetting. Where photo-
graphs, illustrations, or other visual materials are provided by the Client, they shall be of
professional quality and in a form suitable for reproduction without further preparation or
alteration. The Client shall pay all fees and expenses arising from its provision of materials
that do not meet such standards . The Designer shall return all materials provided by the
Client within 30 days after completion of the project and payment of amounts due. The
Client shall provide the following materials and services for the Project:
The Designer shall take reasonable precautions to safeguard original or other materials
provided by the Client. The Designer shall, however, not be liable for any damage to, or loss
of any material provided by the Client, including artwork, photographs, or manuscripts, other
than or on account of willful neglect or gross negligence of the Designer.
The Client shall proofread and approve all final type before the production of artwork. The
signature of the Client’s Representative shall be conclusive as to the approval of all artwork
drawings and other items prior to their release for printing, fabrication, or installation.
The Client specifically grants to the Designer the right to act on the Client’s behalf to give
instructions on behalf of the Client to any person or entity involved in the Project, such as
photographers, illustrators, writers, printers, and fabricators. Any such instructions or
approvals by the Client may only be made through the Designer. The Client shall be bound
by all such instructions given by the Designer within the scope of this Agreement.
Client’s Representative
Materials to be Provided
by the Client
Liability of Designer
Approval of Typesetting
and Final Artwork
Instructions to Third
Parties
4.
4.1.
4.2.
4.3.
4.4.
4.5.
General Edition
© 1988
The American Institute
of Graphic Arts
164 Fifth Avenue
New York, New York 10010
Telephone 212.807.1990
Page Number 7Document Number
1988-01
October 1988 Edition
Standard Form of
Agreement for
Graphic Design Services
RIGHTS AND OWNERSHIP
All services provided by the Designer under this Agreement shall be for the exclusive use of
the Client other than for the promotional use of the Designer. Upon payment of all fees and
expenses, the following reproduction rights for all approved final designs created by the
Designer for this project shall be granted:
All drawings, artwork, specifications, and other visual presentation materials remain the
property of the Designer. The Client shall be entitled to temporary possession of such materi-
als only for the purpose of reproduction after which all materials shall be returned, unaltered,
to the Designer.
All preliminary concepts and visual presentations produced by the Designer remain the
property of the Designer and may not be used by the Client without the written permission of
the Designer.
The Designer shall retain all artwork, drawings, and specifications, for which reproduction
rights have been granted for a specified period from the date of the signing of this Agreement.
Upon expiration of this period, all such materials may be destroyed unless the Client has
requested, in writing, that they be retained and agrees to pay reasonable storage charges. The
Client shall have reasonable access to all such materials for the purpose of review.
The specified time for the Designer to retain such materials shall be
The Designer may contract with others to provide creative services such as writing, photogra-
phy, and illustration. The Client agrees to be bound by any terms and conditions, including
required credits, with respect to reproduction of such material as may be imposed on the
Designer by such third parties.
The Designer will endeavor to obtain for the Client the same reproduction rights with respect
to materials resulting from such services as the Designer is providing the Client under this
Agreement except as specified below:
5.
5.1.
5.2.
5.3.
Rights
Ownership
Third Party Contracts
General Edition
© 1988
The American Institute
of Graphic Arts
164 Fifth Avenue
New York, New York 10010
Telephone 212.807.1990
Page Number 8Document Number
1988-01
October 1988 Edition
Standard Form of
Agreement for
Graphic Design Services
MISCELLANEOUS
The Designer’s services shall be performed in accordance with the AIGA Code of Ethics and
Professional Conduct for Graphic Designers.
The Designer shall have the right to include a credit line on the completed designs or any
visual representations such as drawings, models, or photographs and this same credit shall be
included in any publication of the design by the Client. The Client shall not, without written
approval, use the Designer’s name for promotional or any other purposes with respect to these
designs. The Designer’s credit line shall read as follows:
The Client shall provide the Designer with samples of each printed or manufactured design.
Such samples shall be representative of the highest quality of work produced. The Designer
may use such copies and samples for publication, exhibition, or other promotional purposes.
The number of samples to be provided to the Designer shall be
The Designer shall have the right to photograph all completed designs or installations and
shall have the right to use such photographs for publication, exhibition, or other promotional
purposes.
The Client shall inform the Designer in writing if any portion of any material or information
provided by the Client or if any portion of the Project is confidential.
The Client shall pay any sales, use, or other transfer taxes that may be applicable to the
services provided under this Agreement, including any tax that may be assessed on audit of
the Designer’s tax returns.
This Agreement shall be governed by the Law of the principal place of business of the
Designer.
Neither the Client or the Designer may assign or transfer their interest in this Agreement
without the written consent of the other.
Either party may terminate this Agreement upon giving written notice to the other as speci-
fied below. Upon termination of this Agreement by the Client or by the Designer for cause,
the Designer may retain any initial payment and the Client shall pay the Designer for all
hours expended on the Project, up to the date of termination, at the Designer’s standard rates
together with all other amounts due hereunder. Any initial payment that has been received
shall be credited against any such amounts due. All indemnities shall continue even after any
such termination.
The amount of written notice to be given by either party shall be
6.
6.1.
6.2.
6.3.
6.4.
6.5.
6.6.
6.7.
6.8.
Code of Ethics
Credit
Samples and Photographs
Confidentiality
Sales Tax
Applicable Law
Assignment
Termination
General Edition
© 1988
The American Institute
of Graphic Arts
164 Fifth Avenue
New York, New York 10010
Telephone 212.807.1990
Page Number 9Document Number
1988-01
October 1988 Edition
Standard Form of
Agreement for
Graphic Design Services
Arbitration
Entire Agreement
Representations
6.9.
6.10.
6.11.
7.
Either party may request that any dispute arising out of this Agreement shall be submitted to
binding arbitration before a mutually agreed upon arbitrator pursuant to the rules of the
American Arbitration Association. The arbitrator’s award shall be final and judgment may
be entered upon it in any court having jurisdiction thereof.
This Agreement represents the entire agreement between the Client and the Designer and
may be changed or modified only in writing.
The Client represents that it has full power and authority to enter into this Agreement and
that it is binding upon the Client and enforceable in accordance with its terms.
The Designer represents that it has full power and authority to enter into this Agreement and
that it is binding upon the Designer and enforceable in accordance with its terms.
TIME SCHEDULE
The Designer and Client agree that the work shall be completed according to the following
schedule:
The Designer reserves the right to adjust the schedule in the event that the Client fails to
meet agreed deadlines for submission of materials or granting approvals and to allow for
changes in the scope or complexity of services from those contemplated by this Agreement.
General Edition
© 1988
The American Institute
of Graphic Arts
164 Fifth Avenue
New York, New York 10010
Telephone 212.807.1990
Page Number 10Document Number
1988-01
October 1988 Edition
Standard Form of
Agreement for
Graphic Design Services
CONTINUATIONS AND OTHER CONDITIONS
Specify above any additional conditions or attach an exhibit.
8.
General Edition
© 1988
The American Institute
of Graphic Arts
164 Fifth Avenue
New York, New York 10010
Telephone 212.807.1990
Page Number 11Document Number
1988-01
October 1988 Edition
Standard Form of
Agreement for
Graphic Design Services
DEFINED TERMS
Basic Services As described in Section 2.1.
Client As defined on page 1.
Designer As defined on page 1.
Implementation As described in Section 2.3.
Project As described in Section 1.
Reimbursable Expenses As described in Section 3.7.
Supplementary Services As described in Section 2.2.
SIGNATURES
This Agreement was entered into between the Designer and the Client as of the day and date
set forth on page 1.
Designer
Client
9.
10.
General Edition
© 1988
The American Institute
of Graphic Arts
164 Fifth Avenue
New York, New York 10010
Telephone 212.807.1990
Page Number 12Document Number
1988-01
October 1988 Edition
Standard Form of
Agreement for
Graphic Design Services
Applicable Law
Approval of Typesetting and Final Artwork
Arbitration
Assignment
Basic Services
Code of Ethics
Compensation
Confidentiality
Continuations
Client’s Obligations
Client’s Representative
Credit
Date of Agreement
Defined Terms
Description of the Project
Entire Agreement
Fees
Hourly Rates
Initial Payment
Implementation
Instructions to Third Parties
Late Payment
Liability of Designer
Materials to be Provided by the Client
Miscellaneous Conditions
Ownership
Other Conditions
Payment Schedule
Records
Reimbursable and Implementation Budgets
Reimbursable expenses
Representations
Revisions and Additions
Rights
Rush Work
Sales Tax
Samples and Photographs
Services
Signatures
Supplementary Services
Termination
Third Party Contracts
Time Schedule
6
6
8
7
10
4
5
5
5
9
5
7
5
8
8
3
11
3
8
7
9
8
6
9
8
3
8
4
8
10
6
6
8
1
11
2
9
4
4
4
3
6
5
The AIGA Standard Form of Agreement for Graphic Design Services, General Edition, is intended to
be used by graphic designers and their clients as the basis of agreement for a broad range of graphic
design projects. It should be thoroughly studied for its appropriateness in the context of the intended
project, carefully edited, and any neccesary extra clauses added to ensure that it is precisely tailored to
the needs of the project.
To assist in the tailoring process, write-in space has been provided for including much of the project-
specific information required. As an alternative to write-in information, or where there is insufficient
room, exhibits may be attached to the back of the document. Any exhibits, which may be in the form
of correspondence between designer and client, should be clearly identified as “Exhibit A” etc. and
reference made to them in the write-in space provided, such as “See Exhibit A Attached”.
For more information regarding this document and its use, refer to AIGA Publication 1988-02
“Notes on the Standard Form of Agreement for Graphic Design Services, General Edition”.
Index
