What should a startup founder check in a design agency contract?

Illustrative situation: a seed-stage founder signs a design agency’s proposal after a strong pitch. Nine months later the startup hires its first in-house designer, who asks for the Figma files. The agency sends exported PDFs and says source files were never part of the deal. The headline font is licensed to the agency, not the startup. The scene is invented, and each problem traces to a clause nobody read before signing.

Humbleteam publishes this guide and is a digital product design agency, so the questions below apply to our paperwork too. The guide describes no Humbleteam contract terms.

This is general information, not legal advice. Have a lawyer licensed in your state review the actual contract before you sign it. Law differs by jurisdiction; this guide follows US federal copyright law. Choosing the agency comes first, and our guide to evaluating design agencies as a startup founder covers proposals and references. This guide starts when you hold a draft contract.

Who owns the work if the contract is silent?

Probably not you. The AIGA Standard Form of Agreement for Design Services, the design profession’s reference contract, says many clients wrongly assume that paying an independent contractor makes them the owner. The designer keeps the intellectual property until a signed written agreement transfers it. US law sets the mechanics: a transfer of copyright ownership is not valid unless it is in writing and signed by the owner of the rights. Cooley, a law firm that advises startups, says you own a contractor’s work product only if the agreement includes a present assignment. Without one, the contractor is free to use, sell or license it, including to your competitors.

“Present” matters. Wording such as “hereby assigns” transfers rights now, while “will assign” promises a transfer later and can leave you needing another signature. A law firm’s drafting guide recommends the first form.

“Work made for hire” is not a shortcut. The Copyright Office’s Circular 30 says a commissioned work qualifies only if it falls in one of nine listed categories, such as a translation, a compilation or part of an audiovisual work, and both parties sign an agreement that says so. AIGA’s notes say a website or motion project can count as part of an audiovisual work. Whether your deliverables fit is a question for your lawyer, so ask for AIGA’s remedy: a fallback assignment that gives you the copyright if a court finds the work does not qualify.

Chain of title matters too. Under Circular 30, an employee’s work belongs to the employer, so an agency’s staff work reaches you by assignment from the agency. Freelancers and subcontractors are different. AIGA’s notes say the agency needs assignments or licenses from them that match what it grants you. If your agency or company is in the UK, the IPO’s guidance sets a similar default: the creator owns commissioned work unless you agree otherwise in writing.

What transfers, when, and what stays with the agency?

Five items sit inside the ownership clause.

What. The AIGA form separates final works from preliminary works (the concepts you did not choose) and underlying working files. In its notes, an assignment covers final works and the working files needed to modify them, not every sketch. The form is written from the designer’s side, so treat its defaults as what many agencies will offer, not a neutral standard. Name the deliverables in the contract, and name the Figma files.

When. The form makes every grant conditional on payment in full, including the cost of changes, so a dispute over one change request could hold up ownership of everything. Our suggestion, not a standard: assign each deliverable when its milestone invoice is paid, with a license to use delivered work in the meantime.

Price. The notes tell designers to charge more for an assignment than for a license, so a low quote may be a license. Ask which one you are buying.

What stays behind. The form keeps the agency’s “Designer Tools” (pre-existing software, fonts, components) with the agency and leaves third-party materials such as stock with their vendors. So the contract needs a license, for the life of your product, to any agency material built into your deliverables. Fonts need a list. Monotype explains that each font file is separate software, licensed by use, and a desktop license does not cover a website. Google Fonts are open source and free for commercial use. Ask which fonts and stock the designs use, under what license, and whose name is on it.

Source files. In Figma, the person who creates a file owns it, and ownership can be transferred. Figma also deletes the files in an account’s drafts when that account is deleted, whoever owns them. Ask the agency to work in a team in your Figma account, or to transfer ownership at handover.

How do you write scope, acceptance, changes and payment?

AIGA’s proposal outline lists what each phase should state: deliverables, milestones, the number of creative directions and revisions, the delivery format and the timeframe. “Design the onboarding flow” fails that test because nobody can say when it is done. Write each deliverable so you can accept or reject it: “onboarding flow for desktop and mobile, including empty, error and loading states, delivered as a Figma file in your account.”

The form deems a deliverable accepted if you do not object in writing within five business days, and its notes call 5 to 10 days usual. Check the window and who can accept for you. For changes, the form bills out-of-scope work hourly and treats a large change as a new proposal, with a threshold its notes put around 10 percent of the schedule or budget. Ask for a written estimate before extra work starts.

The form allows hourly or fixed fees and advises designers to ask for a deposit. Our reasoning on the models: a fixed fee gives a known price for a defined scope, time and materials has no ceiling unless the contract sets one, and a retainer buys capacity, not a deliverable, so acceptance and ownership language must attach to each month’s output. Check late-payment terms too: the form’s sample lets the designer withhold deliverables while invoices are overdue.

Who does the work, and with which tools?

Proposals show senior faces. Our suggestion: the contract names the lead designer and their share of time, and requires your approval before a substitution. The form lets the designer use third-party designers as “Design Agents” and keeps the designer responsible for them. That works if the agency also holds their assignments and confidentiality duties, so ask for any subcontractors by name.

The AIGA form we read does not mention AI tools, so ask for terms in writing. The Copyright Office’s January 2025 report on copyrightability concludes that copyright does not extend to purely AI-generated material, while human-authored expression and its creative selection or arrangement can be protected. An assignment moves only rights that exist, so ask which parts of your deliverables are AI-generated. Tools also set their own data terms. Figma’s AI terms say that when “Content Training” is on in the customer’s administrative settings, Figma may use customer content to train its models. If your files sit in the agency’s account, the agency controls that setting (our inference). Require your consent before any tool trains on your material.

What should confidentiality and portfolio clauses say?

An NDA signed before the pitch is not enough. AIGA’s notes recommend confidentiality terms inside the agreement even when a separate NDA exists, and the drafting guide above warns that an NDA alone does not secure IP rights. Check the definition, how long the duty lasts, and whether your files are returned or deleted at the end.

Portfolio rights are the other side. AIGA’s notes say designers expect to show their work and advise stating that right in the contract. The form lets the designer show work that holds none of the client’s confidential information, and lets each side describe its role subject to the other’s reasonable approval. Our suggestion: nothing before launch, nothing confidential, and your approval before your name is used.

What do you get if you end early?

Read this clause as if you will use it. The AIGA form’s sample text lets either side end the agreement for convenience and pays the designer for work done through that date. If the client ends it, the sample adds an early termination fee of 25 percent of the total project fee and says the client has no right to use the deliverables without the designer’s written consent. It is a designer-side form with sample figures, not a market average. The notes add that the client might receive only the most recent approved version of work in progress.

For you, aim for ownership of everything you have paid for, even after termination. Ask also for work in progress and source files within a set number of days, a short written notice period, and a final invoice limited to work done plus any stated fee. If you start with a paid trial project, the same ownership and exit questions apply at small scale. This guide covers the full contract.

The clause-by-clause checklist

Use one row per clause on the draft contract or statement of work (SOW). The “good” column reflects the sources above and our suggestions, so treat it as a negotiating starting point, not a legal standard.

An illustrative example: two contracts for the same brief

This scenario is invented. It uses no real agency and no real prices.

A seed-stage founder building scheduling software for dental clinics needs a first design sprint and receives two draft contracts. The founder marks each against the checklist.

Agency B is ahead, but the table does not say “sign B.” It produces a mark-up. The founder sends Agency A five edits: a present assignment, source files in the founder’s account, a font list, a written estimate for changes, and a termination clause that preserves ownership of paid work. AIGA’s notes say an assignment should cost more than a license, so A may reprice. Either way, the founder has learned what the cheaper quote left out.

What can you produce now?

Two documents, before the lawyer sees the contract.

First, a marked-up SOW: go clause by clause and write your preferred wording next to each red flag. Second, two sets of questions. For the agency, use the right-hand column of the table. For your lawyer, bring four:

1. Does this wording amount to a present assignment, and does the work-made-for-hire language add anything?
2. Which pre-existing materials will end up in my product, and is my license to them enough?
3. Does ownership of work I have paid for survive termination?
4. Does my state or country change anything in this contract?