Delivery - This needs to be clear so that everyone knows when delivery has been completed. Otherwise the design process can go on indefinitely. It's not unusual to include a set number of iterations, on the grounds that if the client isn't happy after, say, five attempts, they almost certainly don't know what they want. Delivery will usually include a deadline time and date and perhaps also a delivery method.
Rights - These define what you're supplying, and under what licensing terms. The standard deal is 'first use exclusive rights'. This means you own the copyright to your design work, but you're granting a first use licence to the client, and only the client - which means no one else will be using the same images. For corporate branding work, it's more usual to sell the design outright, because it makes no sense for a company's brand to be owned by a designer. It's worth making sure you'll still be allowed to use the work as a case study in your own promotions.
Term and territories - How long, and where in the world? These two items on their own could take up an entire feature, but in outline they define how long rights are assigned for, and where in the world they can be used. Details will differ according to the kind of campaign or project involved. Ensure that any international projects include details of the territories to be covered.
Payment - When, and how much? Stage payments may be specified for larger projects, in which case payment will be made on completion of each stage, defined with its own delivery schedule and specification. Licensed royalties are also covered here. The options include a one-off payment for all rights for a given project, or a percentage royalty on individual items that are sold by the licensee and feature your design.
Penalties and kill fees - If it's late or it doesn't do the job, will you still be paid? Penalties are controversial, and this is one area where you have some room to try to negotiate yourself a better deal. The real issue here is whether or not the client trusts you. Ideally they should be confident you can do the work before you get to the contract stage. If they're not, you may need to go back a couple of steps and find out what's wrong.
Format - Will there be a single illustration, a design guide, a set of marketing materials, a logo, a website, or something else? This may specify a delivery format such as EPS, PDF, and so on.
Most of the legalese in a contract will be standard cut-and-paste text, because it's rare for a project to be completely unique. Although legalese can look scary, it's mostly just condensed and pedantic English which can be deciphered with a bit of effort and without a lawyer. Always read a contract before signing it, and check for the key points we've listed here. If there's anything you don't like, or don't understand, it's usually fine to ask for clarification or changes - within reason. As we've explained, this final stage will usually follow on naturally from a brief, so unless you're dealing with outright crooks, it shouldn't become controversial. Once it's agreed, all that's left to do is sign it - and get on with the work.
Online resources
Check out these websites offering useful advice!
www.graphics.com/modules.php?name=Sections&op=viewarticle&artid=235
Putting together a design brief. Don't forget that if you don't like what you get, you can sometimes renegotiate it to bring it closer to the ideal.
www.cleardesignuk.com/design-brief.html
More on design briefs. As the designer, you can use checklists like these to ask your client for the information they need to give you.
http://graphicdesign.about.com/od/contracts
A great resource site with a guide to what you should look for in a contract, with samples and examples.
www.digicontracts.com
If lawyers scare you, you can use templates like those found on this site - but check to make sure that they're based on local, not US, law definitions and standards.
www.clickz.com/experts/brand/cmo/article.php/3530761
A useful online feature about how to handle the pitching process.
