Brief for rebranding: what to include in a contract with a design studio
What to definitely include in the contract
Studio lawyers love standard templates — everything is written in general terms. This is disadvantageous to the client: an ambiguous contract is interpreted in favor of the person who wrote it. Here is the minimum set of items that should not be signed without them.
- A precise list of deliverables — not "brand development," but "logo in vector, style guide for 20+ pages, social media templates, business documentation";
- Number of concepts at each stage and number of free revisions in each concept;
- Format and deadlines for providing feedback from the client — if the client remains silent for a month, this should not freeze payment to the executor;
- Terms of handing over the source files — working files in Illustrator or Figma, not just a PDF presentation;
- The moment of transferring rights to intellectual property — after full payment, not after signing the contract;
- The procedure for terminating and payment for already completed work in case of early completion.
Deadlines and stages: why to split the payment
Paying the full amount before the start is risky, paying everything upon completion of the brand platform is risky for the studio. Working practice is payment in stages, tied to specific deliverables rather than abstract percentages of completion.
| Stage | Result for payment | Standard share of the budget |
|---|---|---|
| Research and strategy | Report with positioning and brand platform | 10–25% |
| Concept development | 2–3 variants of visual identity | 30% |
| Finalization | Approved logo, color palette, typography | 25% |
| Guidelines and adaptations | Brandbook, templates, layouts for media | 20–25% |
Such breakdown eliminates the main conflict: the studio does not work for free in advance, and the client does not pay ahead for a result that does not yet exist.
Revisions: where is the boundary between a revision and a new project
This is the most common field for scandals. If the contract does not specify the number of revisions, the studio has the right to deliver the revision as a 'final' and charge for each subsequent iteration — and will be formally right. The market standard is 2–3 rounds of revisions at the concept stage and 1–2 for final materials. Beyond that — either additional payment at an hourly rate, or a new brief with a new deadline.
It is worth separately specifying what constitutes a revision and what is a task change. 'Make the logo less aggressive' — a revision. 'Let’s change direction altogether, let’s try minimalism' — this is a new concept, and it is not included in the free limit.
Brand rights: who owns the brand after project delivery
Without an explicit clause about transferring rights, the client risks ending up without the legal right to use the logo for commercial purposes — by default, copyright remains with the author unless otherwise agreed in writing. The contract must specify:
- That the rights are transferred in full, including the right to remake;
- The moment of rights transfer — tied to full payment, not the delivery date;
- Transfer of source files in all formats, including fonts (if they are not under a free license — specify the usage conditions separately).
Responsibility of the parties and penalties
The penalty clause is often crossed out during negotiations as 'uncomfortable' — and this is a mistake. Without it, the only lever of pressure when deadlines are delayed is verbal reminders. A reasonable practice is a penalty for each day of delay in delivering a stage (0,1–0,5% of the stage cost) in both directions: for delays by the studio, and for delays in feedback from the client.
Brief and contract: how they are related
A brief for rebranding is a document in which the client formulates the task: the goals of rebranding, the target audience, competitors, mandatory and prohibited elements, the budget and deadlines. A contract without a reference to the brief becomes a formality: if the acceptance criteria are not fixed anywhere, it will be necessary to evaluate the result by eye.
Therefore, the brief should be attached to the contract as an appendix and explicitly indicate: the results of the work must comply with the points of the brief. Then the dispute 'likes — does not like' turns into a check against a specific list of requirements, rather than a matter of the client's and executor's taste.
What to definitely include in the contract
Studio lawyers love standard templates — everything is written in general terms. This is disadvantageous to the client: an ambiguous contract is interpreted in favor of the person who wrote it. Here is the minimum set of items that should not be signed without them.
- A precise list of deliverables — not "brand development," but "logo in vector, style guide for 20+ pages, social media templates, business documentation";
- Number of concepts at each stage and number of free revisions in each concept;
- Format and deadlines for providing feedback from the client — if the client remains silent for a month, this should not freeze payment to the executor;
- Terms of handing over the source files — working files in Illustrator or Figma, not just a PDF presentation;
- The moment of transferring rights to intellectual property — after full payment, not after signing the contract;
- The procedure for terminating and payment for already completed work in case of early completion.
Deadlines and stages: why to split the payment
Paying the full amount before the start is risky, paying everything upon completion of the brand platform is risky for the studio. Working practice is payment in stages, tied to specific deliverables rather than abstract percentages of completion.
| Stage | Result for payment | Standard share of the budget |
|---|---|---|
| Research and strategy | Report with positioning and brand platform | 10–25% |
| Concept development | 2–3 variants of visual identity | 30% |
| Finalization | Approved logo, color palette, typography | 25% |
| Guidelines and adaptations | Brandbook, templates, layouts for media | 20–25% |
Such breakdown eliminates the main conflict: the studio does not work for free in advance, and the client does not pay ahead for a result that does not yet exist.
Revisions: where is the boundary between a revision and a new project
This is the most common field for scandals. If the contract does not specify the number of revisions, the studio has the right to deliver the revision as a 'final' and charge for each subsequent iteration — and will be formally right. The market standard is 2–3 rounds of revisions at the concept stage and 1–2 for final materials. Beyond that — either additional payment at an hourly rate, or a new brief with a new deadline.
It is worth separately specifying what constitutes a revision and what is a task change. 'Make the logo less aggressive' — a revision. 'Let’s change direction altogether, let’s try minimalism' — this is a new concept, and it is not included in the free limit.
Brand rights: who owns the brand after project delivery
Without an explicit clause about transferring rights, the client risks ending up without the legal right to use the logo for commercial purposes — by default, copyright remains with the author unless otherwise agreed in writing. The contract must specify:
- That the rights are transferred in full, including the right to remake;
- The moment of rights transfer — tied to full payment, not the delivery date;
- Transfer of source files in all formats, including fonts (if they are not under a free license — specify the usage conditions separately).
Responsibility of the parties and penalties
The penalty clause is often crossed out during negotiations as 'uncomfortable' — and this is a mistake. Without it, the only lever of pressure when deadlines are delayed is verbal reminders. A reasonable practice is a penalty for each day of delay in delivering a stage (0,1–0,5% of the stage cost) in both directions: for delays by the studio, and for delays in feedback from the client.
Brief and contract: how they are related
A brief for rebranding is a document in which the client formulates the task: the goals of rebranding, the target audience, competitors, mandatory and prohibited elements, the budget and deadlines. A contract without a reference to the brief becomes a formality: if the acceptance criteria are not fixed anywhere, it will be necessary to evaluate the result by eye.
Therefore, the brief should be attached to the contract as an appendix and explicitly indicate: the results of the work must comply with the points of the brief. Then the dispute 'likes — does not like' turns into a check against a specific list of requirements, rather than a matter of the client's and executor's taste.
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