Transfer of rights and source files: legal nuances
Rights and files are two different subjects of transfer
Payment for the designer’s work does not equal transfer of exclusive rights — this is a key mistake companies make when ordering an identity. According to Art. 1288 of the Russian Civil Code, if the contract does not specify a condition for the transfer of rights, the court by default interprets the situation in favor of the author: the client only receives the right to use the work for the purposes for which it was created, not full control over the result. This is confirmed by the practice of the Court for Intellectual Property Rights.
A separate trap is the fee. According to Para. 3 of Art. 1234 of the Russian Civil Code, if the amount of payment for the transfer of exclusive rights is not explicitly defined, the contract for the transfer may be deemed entirely unformed. That is, the wording 'the cost of work includes the transfer of rights' without a specific amount is a legally weak point that is easily disputed.
Which source files should be transferred upon transfer of rights
Transfer of rights without transfer of source files is a fiction: the client formally owns the rights, but cannot physically use the design for scaling, modifications, or registration. A full package must include:
- vector logo files with all layers (AI, EPS, SVG) — not reduced to curves as a final version, but with a working structure;
- brandbook and guideline layouts in an editable format (INDD, AI, FIG or SKETCH — depending on the format in which the project was developed);
- raster source files with preserved layers (PSD), not only exported PNG or JPG files;
- font files or licenses for them, if paid typefaces are used in the identity;
- color profiles and palettes in a format suitable for print and digital media.
The absence of at least one item from this list does not formally violate the contract if it is not explicitly stated—therefore, it makes sense to fix the list of files in the contract attachment rather than leaving it to the contractor's discretion.
The moment of file transfer: the logic of protecting both parties
Practice shows: delivering full source files before full payment is a risk for the contractor, while requiring payment before presenting the result is a risk for the client. A reasonable order looks like this:
- at the presentation stage, the client receives screenshots, watermarked fragments, and PDF presentations—this is sufficient for evaluating the result, but not for use;
- after signing the acceptance act and receipt of full payment, working source files are transferred in editable formats;
- the fact of transfer is documented in writing—a document listing the files, not an oral agreement or a message in a messenger.
Transfer via cloud storage with date of export fixation (Google Drive, Dropbox with version history)—is not a legal guarantee per se, but a useful technical addition to the act: it shows the exact moment when the files became available to the client.
Subcontractors in the brand book: photographers, illustrators, copywriters
Guidelines and brand books are rarely created by a single author — they usually contain illustrations, photographs, and original texts by third-party specialists. If the studio engaged subcontractors and did not receive the rights from them, then the client cannot receive them either — this is a classic break in the chain of rights. The correct scheme is as follows: the studio concludes an agreement on the transfer of rights (or an extended license covering use within the brand book) with each subcontractor, and only after that can it pass the materials to the client as part of the overall package. Without this, the client receives a brand book, the content of which is legally not owned by either the studio or the client.
What awaits a company without rights to a logo when registering a trademark
If a company files an application for trademark registration without having exclusive rights from the designer, the author may challenge the registration under paragraph 9 of article 1483 of the Russian Civil Code through the Patent Disputes Chamber of Rospatent—and succeed in annulment. A telling example is the case SIIP-447/2019, where the company failed to challenge the trademark registration precisely because it did not possess documents confirming the transfer of exclusive rights from the designer. Payment for the work itself was not accepted by the court as proof of rights transfer.
| Situation | Consequence |
|---|---|
| There is payment, but no assignment agreement | Usage rights are limited to the purpose of creation, trademark registration is at risk |
| There is an agreement, but the amount of compensation for the rights is not specified | The agreement may be deemed unformed (paragraph 3 of article 1234 of the Russian Civil Code) |
| The brand book contains materials of subcontractors without transferred rights | Using parts of the materials is illegal even with a contract with the studio |
How to prove priority of design creation as an author
Until the files are handed over to the client, the author should take care of the evidence base—just in case of a dispute over who created the design and when. A practical set of evidence looks like this: source files with layers and change history (PSD, AI, FIG with all intermediate versions), saved sketches and drafts, correspondence with the client with dates of material delivery. Formal registration of the guideline as an object of copyright is a slow procedure, taking on average 10–12 months, so in urgent disputes, the main argument is usually the collection of files with version history and correspondence, rather than a certificate of registration.
Rights and files are two different subjects of transfer
Payment for the designer’s work does not equal transfer of exclusive rights — this is a key mistake companies make when ordering an identity. According to Art. 1288 of the Russian Civil Code, if the contract does not specify a condition for the transfer of rights, the court by default interprets the situation in favor of the author: the client only receives the right to use the work for the purposes for which it was created, not full control over the result. This is confirmed by the practice of the Court for Intellectual Property Rights.
A separate trap is the fee. According to Para. 3 of Art. 1234 of the Russian Civil Code, if the amount of payment for the transfer of exclusive rights is not explicitly defined, the contract for the transfer may be deemed entirely unformed. That is, the wording 'the cost of work includes the transfer of rights' without a specific amount is a legally weak point that is easily disputed.
Which source files should be transferred upon transfer of rights
Transfer of rights without transfer of source files is a fiction: the client formally owns the rights, but cannot physically use the design for scaling, modifications, or registration. A full package must include:
- vector logo files with all layers (AI, EPS, SVG) — not reduced to curves as a final version, but with a working structure;
- brandbook and guideline layouts in an editable format (INDD, AI, FIG or SKETCH — depending on the format in which the project was developed);
- raster source files with preserved layers (PSD), not only exported PNG or JPG files;
- font files or licenses for them, if paid typefaces are used in the identity;
- color profiles and palettes in a format suitable for print and digital media.
The absence of at least one item from this list does not formally violate the contract if it is not explicitly stated—therefore, it makes sense to fix the list of files in the contract attachment rather than leaving it to the contractor's discretion.
The moment of file transfer: the logic of protecting both parties
Practice shows: delivering full source files before full payment is a risk for the contractor, while requiring payment before presenting the result is a risk for the client. A reasonable order looks like this:
- at the presentation stage, the client receives screenshots, watermarked fragments, and PDF presentations—this is sufficient for evaluating the result, but not for use;
- after signing the acceptance act and receipt of full payment, working source files are transferred in editable formats;
- the fact of transfer is documented in writing—a document listing the files, not an oral agreement or a message in a messenger.
Transfer via cloud storage with date of export fixation (Google Drive, Dropbox with version history)—is not a legal guarantee per se, but a useful technical addition to the act: it shows the exact moment when the files became available to the client.
Subcontractors in the brand book: photographers, illustrators, copywriters
Guidelines and brand books are rarely created by a single author — they usually contain illustrations, photographs, and original texts by third-party specialists. If the studio engaged subcontractors and did not receive the rights from them, then the client cannot receive them either — this is a classic break in the chain of rights. The correct scheme is as follows: the studio concludes an agreement on the transfer of rights (or an extended license covering use within the brand book) with each subcontractor, and only after that can it pass the materials to the client as part of the overall package. Without this, the client receives a brand book, the content of which is legally not owned by either the studio or the client.
What awaits a company without rights to a logo when registering a trademark
If a company files an application for trademark registration without having exclusive rights from the designer, the author may challenge the registration under paragraph 9 of article 1483 of the Russian Civil Code through the Patent Disputes Chamber of Rospatent—and succeed in annulment. A telling example is the case SIIP-447/2019, where the company failed to challenge the trademark registration precisely because it did not possess documents confirming the transfer of exclusive rights from the designer. Payment for the work itself was not accepted by the court as proof of rights transfer.
| Situation | Consequence |
|---|---|
| There is payment, but no assignment agreement | Usage rights are limited to the purpose of creation, trademark registration is at risk |
| There is an agreement, but the amount of compensation for the rights is not specified | The agreement may be deemed unformed (paragraph 3 of article 1234 of the Russian Civil Code) |
| The brand book contains materials of subcontractors without transferred rights | Using parts of the materials is illegal even with a contract with the studio |
How to prove priority of design creation as an author
Until the files are handed over to the client, the author should take care of the evidence base—just in case of a dispute over who created the design and when. A practical set of evidence looks like this: source files with layers and change history (PSD, AI, FIG with all intermediate versions), saved sketches and drafts, correspondence with the client with dates of material delivery. Formal registration of the guideline as an object of copyright is a slow procedure, taking on average 10–12 months, so in urgent disputes, the main argument is usually the collection of files with version history and correspondence, rather than a certificate of registration.
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