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Giving original files to clients

larchitectural

Hi all - we've just completed a master plan for a client. The project went smoothly, and we were asked to provide a proposal for next steps. We didn't hear anything back for three weeks, until they reached out asking for original files: INDD presentation, Illustrator files, GIS files, data sources. 

Our contract stated that all Intellectual Property belongs to us. We are certainly happy to modify the deliverables so they have jpegs of all the final materials, but we're reluctant to share the original files. We also want to maintain a good client relationship. 

Has anyone been in a similar position? Any advice? 

Thanks

 
Sep 10, 20 2:47 pm
Non Sequitur

never give out your raw files.  dumbed down site plan CAD and jpg/pdf only.  The client wants these to give to another, cheaper, office to do the next steps.

Sep 10, 20 2:55 pm  · 
5  · 
SneakyPete

This is very common. Have a conversation with your legal counsel and, if they say it's acceptable, ask them to write up an agreement that protects you. There's many things that can lead to legal trouble, from overriding dimensions to mistakes that didn't cause any harm but expose you to liability. I am not a lawyer, but I would advise you not share your instruments of service.

https://www.theaiatrust.com/who-owns-the-instruments-of-service/

Sep 10, 20 2:57 pm  · 
2  · 
atelier nobody

Are they a government agency? If so, they may have a legal right to everything regardless of what's in the contract (this may vary by state/province).

Assuming the above doesn't apply, then send them a contract amendment that very specifically states what rights you are and aren't granting for use of the files. Personally, I would be unlikely to ask for additional fee, in the interest of client relations, but you certainly could if you were so inclined.

Sep 10, 20 3:00 pm  · 
2  · 
proto

i don't see a reference to CAD files in OP -- they want presentation files? [& GIS, data sources?]  i'm not quite following...If they really are just presentation files, pdf is fine and no more.

aside from that...call them up and see if they really are breaking up with you and do an "exit interview," if that's the case.

why are they moving on? what could you have done better? if they like the work, why not continue with you? etc

if they give reasonable answers, work with them to figure something out. Seems worth an attempt at a rescue...If they avoid the conversation and just want "their" files (ie bad breakup), maybe declare a fee for the files. Set it high enough that it's an effort for them, but not so high as to be insane.

Either way, make them sign a liability waiver if you do end up turning over design files

Sep 10, 20 4:19 pm  · 
1  · 
larchitectural

Hi Proto, that's right, they're asking for the INDD, AI, GIS, and source data files, so presumably also means of instrument. 

From what I understand they're determining next steps (it's a project that's impacted by the uncertainty of covid, so I can reasonably understand why they may not be ready to move ahead right away). As I understand it, they want the files to be able to make adjustments to presentations and graphics, which they would continue to share with stakeholders in order to generate consensus. 

I hope it's not a question of a breakup. If so, I would have no problem asking for a fee. But since it's not clear, I'm stuck as to how to respond...i.e.: "Of course, we're happy to provide the final jpgs, and here is the open source data, but as a firm policy we don't share source files as it incurs a risk that our work will be modified without our input, or potentially incur liability if used by others in future"

Thanks again for your advice!

 · 
proto

that's their wording, then? prolly just means they don't know what they're asking for, but want the source files either way.

I'd have the conversation and see if there's a reasonable way to keep them in the fold. Your contract is clear and they'd have to make a good case for why it should be otherwise.

If they are savvy, they'll know how to get by with the pdf's anyway.

1  · 

Have they indicated their intent with the files? We can all jump to assumptions, but better to get it from the owner. Once you know the intent, you can better figure out how to proceed.

Sep 10, 20 4:44 pm  · 
2  · 
archanonymous

"Negative ghost rider, pattern is full."

Sep 10, 20 5:47 pm  · 
 · 
atelier nobody

"As I understand it, they want the files to be able to make adjustments to presentations and graphics, which they would continue to share with stakeholders in order to generate consensus."

You definitely need to get your lawyer involved if they are proposing making changes to your instruments of service - at the very least, you need an ironclad clause that as soon as they touch anything, it better not have your name or logo on it.

Sep 10, 20 7:03 pm  · 
1  · 
DTL.DWG

here, modify this....CAD diskettes (old job)

  • Client and Architect/Consultant agree that Architect/Consultant is the author and owner of the drawings, schedules, specifications, calculations, CAD diskettes, work product and other documents prepared in connection with the Project (the "Instruments of Service") and that it retains all common law, statutory and other reserved rights, including copyrights. Notwithstanding the foregoing, Client hereby is granted and shall enjoy in perpetuity a license to use such Instruments of Service in connection with the Project or any future work at the Project site, but not elsewhere, provided only that Architect/Consultant shall not be responsible for any modifications of its Instruments of Service made by third parties and without its input.


Sep 10, 20 8:02 pm  · 
3  · 
SneakyPete

Old job? I'm surprised you found a way to translate the specs from their original hieroglyphics.

2  · 
DTL.DWG

in Yoda - The author and owner of the drawings client and architect/consultant agree that architect/consultant is, schedules, specifications, calculations, cad diskettes, work product and other documents prepared in connection with the project (the "instruments of service") and that it retains all common law, statutory and other reserved rights, including copyrights. Notwithstanding the foregoing, granted and shall enjoy in perpetuity a license to use such instruments of service in connection with the project or any future work at the project site client hereby is, but not elsewhere, responsible for any modifications of its instruments of service made by third parties and without its input provided only that architect/consultant shall not be.. Yrsssss.

 · 
DTL.DWG

in Ned Flanders - The authorino and owneroo of the diddily ding dong drawings client and architect/consultant agree that architect/consultant is, schedules, specifications, calculations, cad diddily ding dong diskettes, work product and otheroo diddily ding dong documents prepared in connection with the project (the "instruments of service") and that it riddly-retains all common law, statutorinoy and otheroo riddly-reserved riddly-rights, including copyrights! Noodly-notwithstanding the foregoing, granted and shall enjoy in perpetuity a license to use sucharoo instruments of service in connection with the project or any future work at the project site client hereby is, but noodly-not elsewhere, riddly-responsible for any modifications of its instruments of service made by third parties and without its input provided only that architect/consultant shall noodly-not be.. Yrsssss.

 · 
SneakyPete

To Klingon and back: 

I aged the following conditions going, to all the warriors and god, "I told me, serving as a problem. The gentleman sent forth, and nothing but in the words of his affection or the appeared of the warrior's impossible warriors regarded nothing of his gallants. Therefore ourselves do not continue. But how thou dost thou wilt be docked."

1  · 
DTL.DWG

But how thou dost thou wilt be docked - that has to be about CAD diskettes!


 · 
sameolddoctor
Most likely, the project is not moving forward for a bit, and they don’t know when it will move forward. Hence they just want all the raw files in case they move onto another consultant down the line.
Regarding the files, if they’ve paid up, I’d consider giving them flattened versions of all the files, so it doesn’t look like you are doing a huge FU to them.
Sep 10, 20 8:56 pm  · 
2  · 
joseffischer

heh, they won't really check and just give it to the next guy anyway

 · 
mrrightwilson

The whole idea of this process is that they hired you and are paying pay you to provide a professional service. As a professional, these are the tools you use to communicate the design intent. If you hand over those tools, then you’re also giving up your revenue from additional paid professional work, that you may already be capable of providing.

The other issue is that they may alter your design in ways that you’re unaware of, that don’t meet the design intent and puts you at risk. It may also put your client at risk.

I suggest, diverting the conversation by asking if the design didn’t meet their needs, and how you can offer *additional services* to meet their needs in the new proposed ways.

The alternative is to write up a new contract, stating that if they alter the content in the files in any way, that they absolve you/your organization of all claims/damages. Then send them the files.

It’s important, in this digital age, that we maintain our intellectual property. To lay people, digital information *seems* nearly free - but the reality is that it took you a lot of work and your life to provide that level of service. Also, that digital information wasn’t a part of the deal.

#rickitect

Sep 11, 20 11:06 am  · 
2  · 

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