Partnership break-up
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- transmission
so i was in a recent situation where I partnered with two people (married couple) on a project. They asked me to participate in the RFP process in order to secure the project since it was primarily a graphic design job and neither of them are graphic designers. They just had an inside scope on the project from a friend.
we got the job and did work for the client for a couple of years. the first project I worked about 50% more than them to produce the final artwork but we divided equally 3 ways. recently they asked not to work with me because they felt I wasn't doing my part. Funny considering i'm the designer that designed, developed and produced the files necessary for them.
they aren't great business people and we often low balled subsequent projects because they were afraid the client would walk. so we lost money at times. so i was happy about the split.
Now they have asked that I give them files that I produced as they move forward with the client.
without a contract between us, do they have the rights to my files?
also as a bonus question would you consider it unethical for me to approach the client and offer my services.
- cannonball19780
I don't want to give you any answers to your legal questions. I don't feel as though you've done your part in this thread as OP.
- fyoucher10
You made em', they're yours. Unless you have a legal partnership or a contract stating otherwise. You don't gotta give shit.
- transmission0
is it a dick move if i just give high res PDFs rather than open artwork and explain they aren't entitled to my open files.
- ETM0
What could you possibly have useful to them if you were not doing your part? :)
- zarkonite0
They kicked you out because you weren't doing your part, but now they'd like you to hand over the part you weren't doing in the first place?
Everything has a price, make them pay for the files. And because you didn't have a partnership contract, do steal their clients if they don't buy the files from you.
In case they whine tell them that it's not personal, it's just business.
- transmission0
well that's the issue. for the first project which was major we all worked together developing ideas and concepts. On top of that I generated concept files and presentation packages and then the production files which took for ever. so the first half we did equalish amounts of work by the end I did it all.
I didn't mention it as they asked me to partner since they had the lead on the client and i felt I could get good work with them.
the second semi major project i mentioned the unfair balance of work to pay and we moved on. so i laid back during the first half knowing I would be putting more time in the backend.
they felt it wasn't fair this time and asked for the split and they would handle the client from now on.
I did my part and it was a calculated business decision I made where I felt putting in more time for less of the pie didn't make sense.
- zarkonite0
In all depends on the tact you want to take with them.
In business you should always draw up contracts to establish relationships. If their move is to kick you out, they should have planned that you would not necessarily be cooperative once that happens. If you produced the graphic assets, that's your product.
Personally I'd try to figure out what's in it for me whether I sell, give or barter for the files. Generally you're better off being on good terms if there's nothing in it for you by withholding, however it sounds like they were dicks to you first.
Maybe you guys need to sit down and talk about what happened?
- zarkonite0
As a side note, it sounds like you should read this book by Mike Monteiro, it's a quick read, it's entertaining and contains lots of good information.
http://www.abookapart.com/produc…
"Co-founder of Mule Design and raconteur Mike Monteiro wants to help you do your job better. From contracts to selling design, from working with clients to working with each other, you’ll learn why navigating the business of design is just as important as the craft of it. Cultivated from his own experience, Mike packs this brief book with knowledge you can’t afford not to know."
- hotroddy0
You may be able to argue that psd files are proprietary. There are lots of tricks of the trade (ie. layer blends, masks and other psd tricks) that you aren't willing to disclose without proper compensation.
- kona0
"Sorry guys, my hard drive froze up and I fear I've lost everything. I'm taking it to the Apple Genius bar later in the week so I'll keep you guys posted. In the meantime, suck my ass." - transmission
Maybe leave out that last part.
- You mean "-transmission"? I fully agree. I am certain that is not his real name.ETM
- transmission0
thanks all for the responses.
thanks zarkonite for the book ref.
- monospaced0
They might feel that their part was actually the client/account/project management and finance, and that being creative was extra for them. There's a lot in the process that is beyond ideas design and production. You seem to know that though.
The files are yours, but also theirs in a weird ethical sense.mthey wouldn't exist hadn't they had the inside scoop you spoke of. But they literally don't want to work with you anymore, so that really shows you where they're at. Tough call.
- < sorry not at all helpful :(monospaced
- this is the quagmire i'm intransmission
- "but but i talkeded to the client and opened excel"cannonball1978
- cannonball19780
Think about it this way:
They are taking your files from you for free...
...then...
...giving it to your replacement!
And you get nothing! "Go fuck yourself lolz!"
but at least you get to be "nice and professional". Whatever that means.
- Your replacement, who is possibly a kid out of college, who'll work for zip.eoin
- monNom0
When you dissolve a partnership, the remaining partners have to buy out the other partner. That's just how it works.
Your source files are essentially the capital the business needs to run, so there is a lot of value in them. They are productive assets like the tools at a mechanics, or the source-code for Windows.
I'd say they are worth at least the cost of reproducing them from scratch, as if they don't buy you out, that's exactly what they'll have to do. (IE: they can choose to forgo buying you out of your assets if they don't want to, but they would have a tough time maintaining the client).
As the author, you hold full rights to your work unless you've signed some of those away. Without a contract, none of your rights would transfer into the partnership by default, just like the money in your bank account wouldn't magically transfer in. You need to explicitly transfer rights and capital into the partnership, otherwise it is yours.
Your partners wouldn't be anywhere without you producing the product, no matter if they brought you the business or not. That's why they needed a partner in the first place. Don't let them talk down your contribution to the enterprise, and DO expect appropriate compensation for your original works, know-how, and the productive assets created while within the partnership.
- BusterBoy0
Ask them to pay for the files...otherwise tell them to suck balls.
- cannonball19780
I'm going to need you to go ahead and mail me $40 to get some good lunch today. Need this to happen fairly soon too, so I can move forward with lunch.
Also, it's unethical to use that $40 to get your own lunch.
- formed0
They are your intellectual property. I'd say something about "proprietary methods" that you can't disclose. I tell clients that we can't release files do to third party licensing (which is usually the case).
As everyone is noting, everything has a price. Unless there is a benefit to you handing it all over, why would you?
Side note...I've got clients that sold a project and the people they sold to are asking for logins, files, etc., etc. I'll give it all over, but I need to be compensated for my time, for the lost potential promotional materials, etc., etc.
Business is business, they should understand that. Your time and your talent are assets that have a monetary value. Just say its "not personal, just business" and attach a few. Expect to negotiate and walk if they don't cooperate.
- OSFA0
If there's no contract, they're yours. Fuck 'em.
And as a bonus, go for the client.
- microkorg0
+1 Grab that client! Ditch the deadweights.