Logo

2025-02-13

Commissioning Digital Brochures: Contract Terms for B2B Companies

Miky Bayankin

Commissioning digital brochures? Essential contract terms for B2B companies creating sales and marketing collateral.

Commissioning Digital Brochures: Contract Terms for B2B Companies

Digital brochures are still one of the highest-leverage assets in B2B marketing: they condense complex offerings into a scannable narrative, support outbound and ABM campaigns, and help sales teams explain value quickly. But commissioning a brochure isn’t just a creative brief—it’s a commercial transaction with real risks: missed launch dates, endless revisions, unclear ownership, brand inconsistencies, and deliverables that aren’t usable across channels.

That’s why a solid digital brochure design agreement matters. If you’re a B2B buyer hiring a designer or studio, the contract should reduce uncertainty, align expectations, and protect your ability to use the brochure as marketing collateral across regions, teams, and platforms.

This guide walks through the most important contract terms to include in a brochure design contract B2B companies can rely on—written from the client/buyer perspective.


Why B2B digital brochure projects need a contract (even if you “trust the vendor”)

B2B brochures often involve more stakeholders and stricter constraints than typical creative jobs:

  • Multiple internal reviewers (marketing, sales, product, legal, compliance)
  • Brand systems and accessibility requirements
  • Claims that must be substantiated and approved
  • Fixed campaign timelines (events, product launches, quarterly targets)
  • Repurposing (website downloads, email, paid ads, partner channels)

A contract makes those constraints explicit and prevents surprises, especially around scope, revisions, IP ownership, and deadlines.

If you’re searching for a hire brochure designer contract, your goal shouldn’t be to “win” the negotiation—it should be to make delivery predictable and usable.


1) Define the scope in detail (deliverables, formats, and usage)

The most common reason brochure projects go off the rails is a vague scope: “Design a digital brochure.” That can mean anything from a 2-page PDF to a full interactive piece with motion, embedded video, and multiple derivatives.

Your marketing collateral design contract should specify:

Deliverables (be explicit)

  • Type: digital brochure / product overview / capabilities deck / one-pager series
  • Page count or screen count (e.g., 8–12 pages)
  • Orientation and sizes (A4, US Letter, square, web scroll)
  • Final outputs:
    • Print-ready PDF (if needed)
    • Web-optimized PDF
    • Source files (e.g., Adobe InDesign, Illustrator, Figma)
    • Image exports (PNG/JPG) for email/landing pages
    • Any “cutdowns” (one-page summary, social tiles)

Functional requirements (for digital)

  • Clickable table of contents, hyperlinks, CTA buttons
  • Editable charts/tables
  • Form fields (if applicable)
  • Accessibility targets (e.g., tagged PDF, reading order, contrast)

Content responsibilities

State clearly who provides:

  • Copy (client-provided vs designer-provided copywriting)
  • Product screenshots or app UI
  • Brand assets (logos, fonts, icons)
  • Case studies, testimonials, partner logos, certifications
  • Legal disclaimers and claim substantiation

Tip for B2B teams: Include a dependency list: “Designer delivery dates assume client provides final copy and approved product claims by X date.”


2) Set a clear timeline with milestones and approval windows

A brochure can’t ship if it’s stuck in internal review loops. A strong digital brochure design agreement sets deadlines for both parties.

Include:

  • Project start date and kickoff requirements
  • Milestones (examples):
    1. Creative direction / style frames
    2. First layout draft
    3. Revised draft
    4. Pre-final (for proofing)
    5. Final delivery + source files
  • Client review windows (e.g., “Client will provide consolidated feedback within 3 business days.”)
  • Change-control for delays (what happens if approvals are late)

Add a “consolidated feedback” requirement

Many B2B teams unknowingly create chaos by giving feedback in multiple channels (Slack, email, comments, meetings). Add a clause requiring one consolidated feedback document per round, from a named approver.


3) Revisions: define what’s included vs what’s billable

“Unlimited revisions” sounds attractive—until it becomes a timeline sink and a hidden cost. A pragmatic brochure design contract B2B organizations use should define revision rounds and what counts as a revision.

Specify:

  • Number of included revision rounds (commonly 2–3)
  • What qualifies as “in-scope” revisions:
    • Layout tweaks
    • Minor copy edits
    • Color and typography adjustments
  • What triggers additional fees:
    • New pages or major structural changes
    • New concepts after approval of a direction
    • Rewriting copy, adding new products, changing messaging strategy
    • Rebuilding charts because source data changed

Use change orders for out-of-scope work

Include a simple mechanism: the vendor must provide a written estimate; work begins after your written approval.


4) Pricing structure, payment terms, and expenses

Brochure pricing can be fixed-fee, day-rate, or hourly. As a buyer, fixed-fee is often best if scope is clear. For evolving projects, time-and-materials can be fairer—if you cap it.

Your contract should cover:

  • Total fee and what it includes (deliverables + rounds)
  • Payment schedule (common examples):
    • 50% upfront / 50% on final delivery
    • 30/40/30 by milestones
  • Late payment terms (net 15/30, interest if applicable)
  • Expenses and pass-through costs:
    • Stock photography licenses
    • Font licenses
    • Printing tests (if any)
    • Travel (usually avoidable for digital-only)

Consider a “kill fee” or cancellation schedule

If priorities shift, define:

  • What you owe if you cancel mid-project
  • What work product you receive for amounts paid
  • How partially completed deliverables are handed over

5) Intellectual property (IP) ownership: don’t leave it ambiguous

For B2B collateral, IP clarity is essential because brochures get reused, adapted, localized, and embedded into other assets.

In a hire brochure designer contract, address:

Who owns the final brochure?

Typical buyer-friendly structure:

  • You own the final deliverables upon full payment
  • You receive the right to use/modify across channels worldwide, perpetually

What about source files?

Many disputes come from designers delivering only PDFs. If you need future updates, include source files as a required deliverable (or an add-on fee).

Pre-existing materials and third-party assets

The designer may use:

  • Templates, style libraries, UI kits
  • Stock photos/icons
  • Fonts

Your contract should state:

  • Designer retains ownership of pre-existing tools
  • You receive a license to use them only as embedded in the deliverable (unless separately licensed)
  • Stock assets must be properly licensed in your name (or clearly licensed for your use)

Moral rights and portfolio use

Depending on jurisdiction, “moral rights” may apply. Also specify whether the vendor can show the brochure in their portfolio—and whether they must wait until you publish it.


6) Brand compliance and approvals (especially in regulated B2B)

If your brochure includes performance claims, security statements, pricing, or regulated language, the contract should reflect that reality.

Include:

  • Requirement to follow your brand guidelines and templates
  • Approval checkpoints (e.g., “No final export until legal/compliance approval”)
  • Responsibility for accuracy:
    • Designer is typically not responsible for verifying technical claims
    • Client warrants that provided content is accurate and approved

If you operate in healthcare, finance, or security-heavy sectors, also consider requiring:

  • Accessibility standards (PDF/UA where relevant)
  • Secure handling of sensitive information
  • NDA (see confidentiality below)

7) Confidentiality, data security, and NDAs

B2B brochures often reveal:

  • Roadmaps and upcoming features
  • Customer names and case-study metrics
  • Pricing or packaging strategy
  • Competitive positioning

Your marketing collateral design contract should include confidentiality terms or incorporate an NDA:

  • Definition of confidential information
  • Permitted use (only to perform services)
  • Return or deletion of materials at end of project
  • Data handling standards (password managers, encrypted storage, limited access)

If you’re sharing customer logos or case studies, ensure you have permission—and include a clause that the designer must not reuse those assets outside your project.


8) Acceptance criteria: define what “done” means

Creative work can feel subjective, but acceptance shouldn’t be. Set objective acceptance criteria such as:

  • Deliverables match the agreed page count and formats
  • All links work; no placeholder text/images remain
  • Brand fonts and colors match guidelines
  • Proofreading pass completed (you may still own copy accuracy)
  • Files open and are editable in agreed software versions
  • Print-ready settings if applicable (bleeds, CMYK, embedded fonts)

Also define an acceptance period (e.g., 5–10 business days). If issues are reported within that window, the designer fixes them without additional charge (assuming they’re within scope).


9) Warranty and indemnity: manage legal risk realistically

Design contracts often include broad disclaimers. As a buyer, aim for balanced protections:

Warranty

Ask the designer to warrant that:

  • Their work is original (except third-party licensed elements)
  • They have the right to grant you the agreed license/ownership
  • The deliverables do not knowingly infringe third-party IP

Indemnity

If the designer supplies unlicensed assets or infringes someone else’s copyright, you want protection. A typical structure:

  • Designer indemnifies for IP infringement related to their work
  • Client indemnifies for content you provide (claims, copy, trademarks you supply)

This keeps liability aligned with control.


10) Termination rights and what happens to work-in-progress

Even with the best planning, projects pause or stop. Your digital brochure design agreement should state:

  • How either party can terminate (notice period, e.g., 7–14 days)
  • Payment owed for work performed to date
  • Delivery of partially completed work (and in what format)
  • Transfer of licenses/ownership for paid work
  • Transition support (optional hourly rate for handover)

11) Vendor relationship terms: communication, staffing, and subcontractors

B2B companies often care who is doing the work:

  • Identify the lead designer and project manager
  • Require approval for subcontractors (especially if confidentiality matters)
  • Set communication channels and meeting cadence
  • Define response time expectations (e.g., 1 business day)

If your timeline is event-driven, add a clause about schedule changes and resource availability.


12) Practical clause add-ons that save B2B teams time

Consider adding these optional but valuable terms:

  • Version control: one “source of truth” folder (Google Drive/SharePoint) and naming conventions
  • Localization readiness: layout designed to accommodate text expansion (German, French)
  • Repurposing rights: permission to adapt layouts into other collateral (one-pagers, slides)
  • Non-solicitation (limited): prevents poaching your internal team or vice versa for a set period
  • Governing law and dispute resolution: jurisdiction, mediation/arbitration options

Example contract checklist (client-side)

Use this quick checklist when reviewing a brochure design contract B2B project:

  • [ ] Deliverables listed with page count, formats, and source files
  • [ ] Timeline milestones + client review windows
  • [ ] Included revision rounds + change order process
  • [ ] Fixed fee or capped T&M + clear payment schedule
  • [ ] IP ownership and license terms clearly defined
  • [ ] Third-party assets licensed properly for your use
  • [ ] Confidentiality/data security included (or NDA attached)
  • [ ] Acceptance criteria and acceptance period included
  • [ ] Warranties/indemnities aligned to who controls what
  • [ ] Termination and handover terms included

Common pitfalls for B2B buyers (and how to avoid them)

  1. Only receiving a PDF, not editable files
    Fix: Require source files and packaged assets (fonts/licensing permitting).

  2. Stakeholder feedback chaos
    Fix: Contractually require consolidated feedback from one approver per round.

  3. Scope creep disguised as “small changes”
    Fix: Define what counts as a revision vs a change order.

  4. Unclear reuse rights
    Fix: Specify worldwide, perpetual usage and derivative rights (with ownership upon payment).

  5. Stock assets licensed incorrectly
    Fix: Require proof of licensing and clarify whether it’s licensed to you or the designer.


Conclusion: the best brochure contract is a project management tool

A well-drafted agreement is less about legal posturing and more about delivery certainty. When your scope, revisions, ownership, and approvals are clearly defined, the brochure becomes an asset your marketing and sales teams can reuse confidently—not a one-off file stuck in someone’s inbox.

If you want a faster way to generate and customize a hire brochure designer contract or a complete digital brochure design agreement aligned with your buying needs, you can use Contractable, an AI-powered contract generator, to draft a marketing collateral design contract that fits your project: https://www.contractable.ai


Other questions you may ask to keep learning

  1. What’s the difference between “work made for hire” and an IP assignment in a brochure design contract?
  2. Should a B2B company require source files, and how do font licenses affect delivery?
  3. How many revision rounds are standard in a digital brochure project, and what should each round cover?
  4. What acceptance criteria should be used for interactive PDFs (links, accessibility, file size)?
  5. How do you structure change orders so they don’t slow down production?
  6. What clauses help when the brochure will be localized into multiple languages?
  7. Do you need an NDA for a brochure project, and what should it include?
  8. What indemnity language is reasonable for third-party stock photos, icons, and templates?
  9. How should payment terms change when you’re working with a larger creative agency vs a freelancer?
  10. What’s the best way to define “confidential information” when product roadmaps are involved?