Copyright and Abrupt Contract End

Greetings! A long-term client and my primary source of income decided to end their agreement with me today as an independent contractor in favor of hiring a local in-house marketing person.

As I look to this coming to a close, I am considering how to handle the hundreds of files I’ve created for them over the years. I imagine they will want the originals of all their files I created that they currently use. These are mostly layouts in illustrator for things like regular ad designs, fliers and email marketing highlights.

We have nothing formal in our agreement about who owns the rights to these things. In the spirit of having this be an amicable, fair and equitable ending, I am curious - what would you do? Hand it all over? Charge them for original files? Something in between?

I don’t have any experience with situations like this and would appreciate any wisdom from the group. From what I’ve read it sounds like I have the copyright on these things. But in earnest, if it’s a grey area, I am not interested in setting up a situation that could be settled in court.

What do you think or what is your experience? Thanks for any helpful experience and support!

If the separation is a friendly one — just a business decision made by them to save money or eliminate bottlenecks or something similar, I’d be inclined to keep things friendly since they might need you down the road for something or you needing them as a reference. Burning bridges is rarely a good idea unless you really do want to burn the bridge and don’t care about the consequences. (I’ve intentionally set fire to a few myself.)

Even so, their decision is leaving you with greatly reduced income, so giving them something you own for free doesn’t seem appropriate to the situation either. If you didn’t have a contract with them stating otherwise, yeah, as I have always understood these sorts of situations, the working originals all belong to you.

It’s a tough one.

I suppose what I would do is try to aim for somewhere in the middle depending on the nature of your relationship with them. Maybe you could initiate the conversation by asking them if they would like to purchase the source files. Depending on their response, I’d play it by ear from there. They might assume everything belongs to them, demand everything and threaten to sue you if you don’t hand things over. Alternatively, they might feel a sense of responsibility for putting you in a bind and know full well that the files belong to you and must be purchased if they want to own them. Maybe they don’t think they even need the files. Maybe it hasn’t even occurred to them yet that they would be useful.

You bringing up the issue by means of a friendly offer to sell them the files at a very reasonable price will prompt a reply from them, which will provide you with more information on how to proceed. I wouldn’t back yourself into a corner, though. When things end up in court, things rarely turn out well.

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Hello Just-B, Thanks so much for your reply! I appreciate your input!

I am curious, from your experience what would you consider a very reasonable rate to purchase source files?

You could phrase it slightly differently.
Don’t make it sound like you are selling them the source files.
Sell them your time to gather the source files for them and upload them to a server of their choosing. Just be sure this time includes what you think the source files might be worth.
That way, even if they think the source files are theirs, your time is still worth money and they may be more amenable to paying for that.

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I would thank them for the years they were a client, and offer to assist with the transition. I’d also point out that I’m not on retainer and it doesn’t cost them anything to keep me on contract in case they do need assistance with my files or have overflow work in the future. I’d offer to create PDFs of everything on file and provide an estimate on labor.

I wouldn’t volunteer the source files, and if they ask for them I’d tell them my standard deliverable has always been the PDFs… or AI for logos. Asking for source files would be like asking a plumber to surrender their toolbox after they fix your sink. An arrangement could be made, but it’s not generally assumed to be part of the deal.

Even if you decide to turn over the source files, you may need to point out that the licenses on stock and fonts are non-transferable. In the cases of some fonts you will be technically unable to package them, which means the client will get missing font errors when they go to open the files.

Make sure your future contracts specify your deliverables.

It’s really weird that in the corner of the industry where I work, the actual job files are, more often than not, included with the project deliverables. In fact, it is usually the final files that I print that are handed over at the end, not the actual designer’s files.

I have a primary client like this myself. Someday our relationship will dissolve. The difference is, I do almost all my work in their facility, using their computers on their network. Even when I work for them from my own office, it’s over a remote desktop connection to their hardware and network. Everything I do gets archived according to their protocols. (I design ‘controlled’ Engineering documents.) There will be no question; when I go, that’s all that will happen; I will go and return no more. They possess, control, and own it all—back end, front end, and every end in between—and it’s never been any other way. I’m kind of glad it’s that simple.

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If it helps to clarify things, they paid for your work and probably own the artwork (print files) you created which is probably PDFs. You own the working files like the Illustrator / InDesign / PhotoShop files and any fonts or pictures the you paid for to use in the work. Even if they were charged for the fonts and pictures, all they bought were the (artwork / ) PDF print files.

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That’s why my segment of the industry is weird.
Native files required. PDFs, you send em, we print em, you get whatever plops out the other end, no matter what color or how bad your transparency crap interacts. We might look at them and maybe call if we see something we know won’t work, but generally we do not touch submitted PDFs beyond a few things in Acrobat or PitStop. Since it is highly unlikely you would have the necessary machine/media profiles, and since PDF engines don’t have large enough bleed parameters, yeah… We’ll remove the black over white crop marks Adobe insists putting INSIDE the bleed but no, we won’t be able to fix the embedded image profiling much.

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