Graphic Design Agreement (New Zealand)
Contract and Commercial Law Act 2017 / Copyright Act 1994
This Graphic Design Agreement (the “Agreement”) is made on [Agreement Date] between:
[Client Name] (NZBN [Client NZBN]), of [Client Address], [Client City] [Client Postcode] (the “Client”); and
[Designer Name] (NZBN [Designer NZBN]), of [Designer Address], [Designer City] [Designer Postcode] (the “Designer”).
The Client and the Designer are referred to collectively as the “Parties”.
BACKGROUND
A. The Client wishes to commission the Designer to carry out the design project described in this Agreement.
B. The Designer has agreed to carry out the project on the terms and conditions set out in this Agreement.
C. The Parties intend this Agreement to comply with the Contract and Commercial Law Act 2017 (CCLA) and the Copyright Act 1994.
NOW, THEREFORE, the Parties agree as follows:
1. PROJECT AND SERVICES
1.1 The Designer agrees to carry out the following graphic design project for the Client (the “Project”):
Project: [Project Title]
[Project Description]
1.2 The quoted fee includes [Revisions Included] round(s) of revisions. Additional revisions beyond that number will be charged at the Designer’s standard hourly rate and must be agreed in writing before the additional work is commenced.
1.3 The Designer will perform the services with reasonable care and skill, in a professional and timely manner, and in accordance with all applicable New Zealand laws.
1.4 Any variations to the scope of the Project must be agreed in writing by both Parties. The Designer is not obliged to perform work outside the agreed scope without a written variation and an agreed additional fee.
2. CLIENT RESPONSIBILITIES
2.1 The Client must provide the following materials and content by the project start date or as otherwise agreed:
[Client Materials]
2.2 The Client must provide timely feedback and approvals at each stage of the Project. Delays caused by late feedback or approval may result in corresponding delays to the delivery date, and the Designer shall not be liable for any such delays.
2.3 The Client warrants that any materials, images, text, or other content provided to the Designer for use in the Project do not infringe the intellectual property rights of any third party, and that the Client has all necessary licences and consents to use such materials.
3. TIMELINE AND DELIVERY
3.1 The Designer will commence work on the Project on [Commencement Date], subject to receipt of the deposit specified in clause 4.2.
3.2 The Designer will use reasonable endeavours to deliver the final deliverables by [Delivery Date], subject to timely provision of materials and approvals by the Client.
3.3 The Designer is not liable for delays caused by the Client’s failure to provide materials, approvals, or feedback within agreed timeframes.
4. FEES AND PAYMENT
4.1 The total design fee for the Project is NZD $[Fee Amount] ([GST Treatment]).
4.2 The Client must pay a deposit of NZD $[Deposit Amount] before work commences. The Designer is not obliged to commence the Project until the deposit is received.
4.3 The balance of the fee (being the total fee less the deposit) is due within [Payment Terms] days of the Designer’s invoice for the balance, which will be issued upon delivery of the final approved deliverables or upon completion of the final revision round.
4.4 If the Designer is registered for GST under the Goods and Services Tax Act 1985, each tax invoice will comply with the requirements of that Act and will include the Designer’s GST registration number and the amount of GST charged.
4.5 If the Client fails to pay any amount by the due date, the Designer may: (a) charge interest on the overdue amount at the rate of 10% per annum, calculated daily; and (b) withhold delivery of final files until all outstanding amounts are paid in full.
5. INTELLECTUAL PROPERTY
5.1 All intellectual property rights (including copyright) in the final approved designs and deliverables created by the Designer specifically for the Client under this Agreement (“Final Designs”) are [IP Ownership]. Intended use/licence scope: [Licence Scope].
5.2 Under section 21(3) of the Copyright Act 1994, where a work is made by an author in the course of performing a contract for services (i.e., as an independent designer), the copyright belongs to the author (the Designer) unless there is an agreement to the contrary. A written assignment of copyright under this clause takes effect upon full payment of all fees due under this Agreement, and the Designer may withhold the assignment until payment is received in full.
5.3 The Designer retains all intellectual property rights in its pre-existing materials, tools, templates, fonts (subject to any font licence), stock images, and design elements (“Background IP”). If any Background IP is incorporated in the Final Designs, the Designer grants the Client a non-exclusive, royalty-free, perpetual licence to use that Background IP solely to the extent incorporated in the Final Designs.
5.4 The Client warrants that any materials or content provided to the Designer do not infringe the intellectual property rights of any third party. The Client indemnifies the Designer against any claims, losses, or costs arising from any such infringement.
5.5 The Designer retains the right to display the Final Designs in their professional portfolio and promotional materials, unless the Client requests in writing that the work remain confidential.
6. APPROVAL AND ACCEPTANCE
6.1 The Client must review and provide written approval of each design stage within 5 business days. If the Client does not respond within that period, the design will be deemed approved.
6.2 Upon delivery of the final deliverables, the Client must review and notify the Designer in writing of any defects or non-conformances within 5 business days of delivery. If the Client does not provide written notice within that period, the deliverables will be deemed accepted by the Client.
6.3 The Designer will deliver the final files in the formats specified in the Project description. The Designer is not responsible for any issues arising from the Client’s use of the files in formats or applications other than those specified.
7. TERMINATION
7.1 Either Party may terminate this Agreement for convenience by giving [Notice Period] days’ written notice to the other Party.
7.2 Either Party may terminate this Agreement immediately by written notice if the other Party commits a material breach of this Agreement and fails to remedy that breach within 10 days of receiving written notice requiring it to do so.
7.3 On termination, the Client must pay: (a) the deposit (which is non-refundable unless termination is caused by the Designer’s material breach); and (b) a pro-rata portion of the balance fee proportionate to the work completed by the Designer up to the date of termination.
7.4 On termination, the Designer will deliver to the Client all work in progress in whatever state it is in at the time of termination. Intellectual property rights in any partially completed work follow the arrangement set out in clause 5, and are transferred only upon full payment of all amounts due.
8. CONFIDENTIALITY
8.1 Each Party must keep confidential all information disclosed by the other Party in connection with this Agreement that is identified as confidential or that a reasonable person would consider confidential. This obligation does not apply to information that is publicly known, already known to the recipient, or required to be disclosed by law.
8.2 The Designer must handle any personal information provided by the Client in accordance with the Privacy Act 2020 and the Information Privacy Principles (IPPs).
9. GENERAL PROVISIONS
9.1 Fair Trading Act: Each Party warrants that it has not engaged in, and will not engage in, any misleading or deceptive conduct in trade in connection with this Agreement, in accordance with the Fair Trading Act 1986.
9.2 Limitation of Liability: To the extent permitted by law, the Designer’s aggregate liability to the Client for all claims arising under or in connection with this Agreement is limited to the total fees paid by the Client under this Agreement. Neither Party is liable for any indirect or consequential loss.
9.3 Dispute Resolution: In the event of a dispute, the Parties must first attempt to resolve the dispute through good-faith negotiation within 14 days of written notice. If unresolved, either Party may refer the dispute to mediation through the Arbitrators’ and Mediators’ Institute of New Zealand (AMINZ) before commencing legal proceedings.
9.4 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the Project and supersedes all prior representations, agreements, and understandings.
9.5 Amendments: This Agreement may only be amended by a written instrument signed by both Parties.
9.6 Governing Law and Jurisdiction: This Agreement is governed by the laws of New Zealand, including the Contract and Commercial Law Act 2017 and the Copyright Act 1994. Each Party submits to the non-exclusive jurisdiction of the courts of New Zealand.
EXECUTED as an Agreement.
CLIENT
Full name: [Client Name]
NZBN: [Client NZBN]
Address: [Client Address], [Client City] [Client Postcode]
DESIGNER
Full name: [Designer Name]
Address: [Designer Address], [Designer City] [Designer Postcode]
Client
________________
Signature
Designer
________________
Signature
What Is a Graphic Design Agreement (New Zealand)?
A Graphic Design Agreement in New Zealand records the graphic design to be provided, the fees, the service standards, and each party's obligations between the provider and the client under the Companies Act 1993.
Graphic design agreements are used across a wide range of creative projects, including brand identity design (logos, colour palettes, typography), print design (brochures, flyers, posters, packaging, business cards, letterheads), digital design (website layouts, app interfaces, email templates, social media graphics), and marketing and advertising design (campaign materials, billboards, magazine advertisements). Each of these projects involves the creation of original artistic and literary works that are protected by copyright from the moment they are created.
The most important legal issue in any New Zealand graphic design engagement is the ownership of copyright in the work created. Under section 21(3) of the Copyright Act 1994, where a work is made by an author in the course of performing a contract for services — that is, as an independent contractor or freelancer — the copyright belongs to the author (the designer), not the commissioning client. This is a fundamental default rule that surprises many clients: paying for a logo, branding package, or website design does not automatically give the client ownership of the copyright in that work. A written copyright assignment clause in the graphic design agreement is required to transfer ownership to the client.
The CCLA 2017 governs the contractual relationship between the parties, including issues such as formation, interpretation, misrepresentation, and remedies for breach. The Act consolidated eleven previously separate commercial statutes into a single thorough Act and applies to all commercial contracts in New Zealand.
GST obligations under the Goods and Services Tax Act 1985 must be addressed in every New Zealand graphic design agreement. Design services supplied by a GST-registered designer are taxable supplies subject to GST at 15%. The agreement should clearly state whether the quoted fee is inclusive or exclusive of GST.
The Fair Trading Act 1986 (FTA) prohibits misleading and deceptive conduct in trade and applies to all representations made by both the designer and the client in connection with the agreement. Both parties must confirm that their representations about scope, deliverables, fees, and timelines are accurate and not misleading.
Data protection obligations under the Privacy Act 2020 apply where the designer handles personal information on behalf of the client, such as client lists, customer data used in personalised marketing materials, or employee information used in HR-related design projects.
When Do You Need a Graphic Design Agreement (New Zealand)?
A written Graphic Design Agreement is essential whenever a graphic designer, design studio, or creative agency in New Zealand agrees to provide design services to a client for payment. Without a written agreement, disputes about scope, fees, revisions, intellectual property ownership, and delivery are extremely common and can be costly to resolve.
You should use a Graphic Design Agreement when a business or individual commissions a designer to create a brand identity, including a logo, colour palette, typography guide, and brand standards document. Brand identity design is one of the highest-value design engagements, and intellectual property ownership is critical — without a written IP assignment, the client may not own the logo they paid to have created.
A graphic design agreement is essential for print design projects, including brochures, catalogues, annual reports, product packaging, exhibition displays, and signage. These projects often involve significant production costs (printing, fabrication, installation), and the agreement should clearly address who is responsible for approving print-ready files and who bears the risk of errors in final production files.
Digital design projects — website layouts, app interface design, email templates, social media graphic templates, and digital advertising — require a graphic design agreement that addresses file formats, deliverables, and whether the client will receive editable source files (such as Adobe Illustrator AI files, Figma project files, or Photoshop PSD files) or only final export files (such as PDF, PNG, or JPEG).
Marketing and advertising campaigns involving posters, billboards, magazine advertisements, and retail point-of-sale materials require a graphic design agreement that addresses the use of stock photography, font licences, and third-party creative assets. The agreement should specify who is responsible for obtaining and paying for these licences.
Startup businesses commissioning their first brand identity need a graphic design agreement to protect their investment in the new brand. Without a written agreement, the client may discover after the project that they do not legally own the logo or brand materials they have paid for.
Designers themselves benefit from a written graphic design agreement because it defines the scope of the project, the fee, the payment terms (including the deposit), the number of revisions included, and the consequences of client delays or non-payment. A clear agreement prevents scope creep and confirms the designer can withhold final deliverable files until all fees are paid.
What to Include in Your Graphic Design Agreement (New Zealand)
A well-drafted New Zealand Graphic Design Agreement should include the following key provisions to provide thorough legal protection and comply with applicable New Zealand law.
Parties and NZBN — Identify each party by their full legal name and, for business entities, their New Zealand Business Number (NZBN). Companies must use their registered name (ending in Limited or Ltd). The NZBN is a 13-digit identifier issued by the New Zealand Business Register and is increasingly used in business invoicing.
Project Scope and Deliverables — Define the design project with precision. Specify the exact deliverables (e.g., logo in AI, EPS, PNG, and PDF formats; A4 letterhead; business card design), the number of design concepts to be presented, the number of revision rounds included in the fee, and the file formats in which deliverables will be provided. A vague scope is the most common cause of design disputes.
Revision Policy — Specify clearly how many rounds of revisions are included in the quoted fee and define what constitutes a revision versus a new design direction or additional deliverable. Include a written variation process for additional revisions and out-of-scope work.
Fees, Deposit, and GST — State the total design fee, the deposit amount (typically 30–50% of the total fee, payable before work commences), whether GST at 15% is included or additional, and the payment terms for the balance. Under the Goods and Services Tax Act 1985, a GST-registered designer must issue tax invoices showing the GST registration number and the amount of GST charged.
Intellectual Property and Copyright Assignment — Address copyright ownership explicitly. Under section 21(3) of the Copyright Act 1994, copyright in work created by an independent designer vests in the designer unless there is a written agreement to the contrary. If the client is to own the designs, the agreement must include a written copyright assignment, which typically takes effect upon full payment of all fees.
Moral Rights — Consider including a written moral rights waiver under section 107 of the Copyright Act 1994 if the client intends to modify the designs or use them without attribution to the designer.
Client Responsibilities — List the materials, content, images, and approvals the client must provide, and the timeline for providing them. Include a deemed approval clause if the client fails to respond within a specified period.
Termination and Work in Progress — Specify the notice period for termination for convenience, the treatment of the deposit on termination, and how fees will be calculated for partially completed work.
Governing Law — The agreement should be governed by the laws of New Zealand, including the Contract and Commercial Law Act 2017 and the Copyright Act 1994, with submission to the non-exclusive jurisdiction of the New Zealand courts. The forms-legal.com Graphic Design Agreement (New Zealand) provides a ready-to-use template that meets New Zealand legal requirements.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Graphic Design Agreement (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/business/services/graphic-design-agreement-new-zealand
"Graphic Design Agreement (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/business/services/graphic-design-agreement-new-zealand.
@misc{formslegal-graphic-design-agreement-new-zealand,
author = {{Forms Legal}},
title = {Graphic Design Agreement (New Zealand) (New Zealand)},
year = {2026},
howpublished = {\url{https://forms-legal.com/new-zealand/business/services/graphic-design-agreement-new-zealand}},
note = {Free legal document template. Based on Companies Act 1993}
}Also available for these jurisdictions:
Frequently Asked Questions
Under the Copyright Act 1994, the ownership of copyright in graphic design work depends on the nature of the working relationship. Where a designer is an employee and creates the work in the course of their employment, section 21(2) of the Copyright Act 1994 provides that the copyright belongs to the employer. However, where a designer is an independent contractor (including a freelancer or design studio), section 21(3) of the Act provides that the copyright in the work belongs to the author (the designer) unless there is an agreement to the contrary. This means that a client who pays a freelance graphic designer to create a logo, brochure, website design, packaging, or any other creative work does not automatically own the copyright in that work — even though they have paid for it. A written assignment of copyright in the graphic design agreement is required to transfer copyright ownership to the client. Without such an assignment, the client may receive at most an implied licence to use the work for the purpose for which it was commissioned, but will not own the underlying copyright and cannot modify, sublicence, or assign the work without the designer's consent. A written IP assignment clause is one of the most critical provisions in any New Zealand graphic design agreement.
Font licences and stock image licences are separate from the copyright in the graphic design work itself and are a common source of disputes and inadvertent infringement. Under the Copyright Act 1994, fonts are original artistic works protected by copyright, and their use is governed by the terms of the licence granted by the font designer or foundry. Many commercial font licences restrict use to a specific number of users, devices, or print runs, and do not permit embedding in digital products or use in broadcast media without an extended licence. Similarly, stock images licensed for use in a specific design project may not be transferable to the client and may be subject to restrictions on commercial use, print run limits, or exclusivity. A graphic design agreement should address: (a) which fonts and stock images will be used in the project; (b) who is responsible for obtaining and paying for the applicable licences; (c) whether the designer will supply licensed assets to the client or whether the client must source their own; and (d) who bears the risk of licence infringement if a font or image is used outside its permitted scope.
Under the Goods and Services Tax Act 1985, GST at 15% applies to taxable supplies of services made by GST-registered persons or businesses in New Zealand. A graphic designer (including a design studio) must register for GST if their taxable supplies from all sources exceed or are expected to exceed NZD $60,000 in any 12-month period. Once registered, the designer must charge GST on all taxable design fees and issue tax invoices that comply with the requirements of the GST Act, including showing the designer's GST registration number and the amount of GST charged. A graphic design agreement should clearly state whether the quoted fee is inclusive or exclusive of GST. If the fee is stated as exclusive of GST, the client will pay the quoted fee plus 15% GST on top. Clients who are GST-registered businesses may claim input tax credits for the GST they pay on design invoices, making the GST cost tax-neutral. Stock image fees, font licence fees, and printing costs that the designer passes through to the client are generally also subject to GST.
Yes, and for many graphic design projects, such a waiver is commercially important. Under Part 4 of the Copyright Act 1994, an author (including a graphic designer) has moral rights in their work, separate from economic copyright. These include the right of attribution — the right to be identified as the author of the work — and the right of integrity — the right to object to treatment of the work that is derogatory or prejudicial to the author's honour or reputation. Moral rights in New Zealand cannot be assigned — they remain with the author even if copyright is assigned to the client. However, under section 107 of the Copyright Act 1994, an author may waive their moral rights by written consent. In commercial graphic design agreements, it is common for the designer to waive their moral rights in the deliverables, particularly where: (a) the client will modify or adapt the designs after delivery; (b) the work will be used anonymously or credited to a third party; or (c) the nature of the project does not require attribution to the individual designer. Any moral rights waiver should be express and in writing.
Scope creep — the gradual expansion of a project beyond its originally agreed boundaries — is one of the most common commercial disputes in graphic design engagements. A well-drafted New Zealand graphic design agreement should address revisions and scope changes clearly. The agreement should specify: (a) the number of revision rounds included in the quoted fee (typically 2 to 3 rounds for most projects); (b) what constitutes a 'revision' as opposed to a new design direction or additional deliverable; (c) how additional revisions will be charged (typically at the designer's standard hourly rate); and (d) a written variation process requiring both parties to agree in writing before any work outside the agreed scope is commenced. Under the Contract and Commercial Law Act 2017 (CCLA), variations to a commercial agreement should be evidenced in writing. Without a clear revision policy, designers frequently find themselves performing unlimited unpaid revisions as clients iterate on the design. Clients may also find that what they thought was 'a quick change' results in an unexpected additional charge.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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