Contract Sections explained? Releases/Indemnity, Universal Commercial Code

Hi all,

I am fairly new to freelancing and working on a contract for a custom wallpaper job. My client has asked me to explain the following sections of the contract, 9 - Releases and 11 - Universal Commercial Code. The problem is, I don’t understand these sections myself.

I used a template for the contract, which is based on AIGA sample and a GAG sample contract.

9. Releases

  • The Client shall indemnify the Designer against all claims and expenses, including attorney’s fees, due to the uses for which no release was requested in writing or for uses that exceed authority granted by a release.

11. Uniform commercial code

  • The above terms incorporate Article 2 of the Uniform Commercial Code.

Can anyone help me explain these sections to my client?

I’m new to all this as well… so maybe someone with more experience can confirm my assessment.
I believe this refers to the fact that you cannot be sued at all if the client uses the artwork or deliverable in a way other than the way in which it was release or intended to be used.

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You want to be protected in case the client gives you things to use to which they don’t have full or proper rights. Say they get a hold of a piece of art and ask you to change the colors, then they put it on a commercial product. If the original artist comes after you because your client didn’t pay them for the correct rights, you want your client to take responsibility. It wouldn’t be an issue if you were an employee, but as a freelance contractor, it might.

I think your wording is confusing. This is what I use:

“(Name of client) is responsible for obtaining releases for all content (photos, graphics and text) it supplies to (name of graphic designer) for use in (Name of client)’s marketing materials, publications and products. (Name of client) shall indemnify (name of graphic designer) against all claims and expenses, including reasonable attorney’s fees, due to uses of content supplied by the (Name of client), for which (Name of client) did not obtain valid written releases.”

Don’t know what that refers to.

There is a school of thought that says the contract should be in plain language everyone understands, rather than legalese. If you and your client are both unsure what it means, that could lead to misunderstanding later on.

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I mentioned this before in another similar thread, but freelance designer/client contracts don’t need to read as though they were written by a team of lawyers. Most designer/client disputes never end up in court, and when they do, it will likely be small claims court where the judge will never in a million years wade through something like Article 2 of the U.S. Uniform Commercial Code.

In my 40 years of doing freelance work, I’ve never been sued and have only needed to take two clients to court. In both instances, the judges spent less than five minutes listening to both sides, before making half-baked decisions that couldn’t be enforced anyway without going back to courts and talking still more judges into garnishing wages or dipping into bank accounts from deadbeats. Heading to court if rarely worth it unless tens of thousands of dollars are a stake, and when that happens, it’s a nightmare best avoided if at all possible.

More than it being a legal document, I regard designer-client contracts as being simple agreements that both parties can refer to to read what was actually agreed upon. They don’t need to be complicated and full of legalese. A dispute involving a few hundred or thousand dollars is just not going to end up in a court case that requires spending hundreds of thousands of dollars in attorney fees to sort through.

In other words, keep the signed agreements simple, clear, concise, understandable and straight-forward. The AIGA and GAG templates are great references, but they’re overkill by ten fold for most freelance projects. Take the gist of what they say, whittle them down to only what’s relevant and actually needed for the job. Include what’s needed and don’t be sloppy, but it does not need to be bullet-proof like it was going to be argued before the Supreme Court.

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