Agreements and Contracts - Design Agency

Assignment

Tailored agreements covering the key areas for a digital design agency delivering websites, e-commerce solutions, and digital services to clients in Norway/EEA.

Deliverables (document package)

Client Agreement and Terms of Sale: Defines scope, payment schedule/due dates, consequences of late payment, and the right to withhold further work in the event of overdue amounts.
Appendix A – Project Description (scope): Template that clearly delineates what is included in the delivery, with a dedicated section for cookies/analytics and an accessibility check.
Appendix B – Data Processing Agreement (GDPR): Used when the agency processes personal data on behalf of the client (e.g., access to CMS/CRM).
Non-Disclosure Agreement (NDA): Mutual agreement protecting trade secrets, client data, pricing, and strategy during the proposal and collaboration phase.
Employment Contract: Includes position, working hours, salary, holiday/holiday pay, pension, confidentiality, IP, and an optional non-compete clause.
Collaboration Agreement (subcontractor/freelancer): Ensures IP, confidentiality, and client protection throughout the supply chain.

Scenario (fictional case)

FjordForm Studio AS is a Norwegian design and UX agency. The agency took on several projects based on email threads and brief proposals, and experienced disputes over:

What was included in the delivery (scopeThe delineation of what is actually to be delivered. Without a clear scope, 'scope creep' often occurs – where the client expects more than agreed.)
Additional work and changes
Payment schedule and late payments
Who owns design files and deliverables

Process

1. Assessment of legal framework and conditions

We assessed requirements and risks based on the agency's services, market (Norway/EEA), and delivery model (project-based + subcontractors).

2. Development of document package

We prepared a standard document package that can be reused and adapted per project:

Client agreement + appendices for scope, pricing, process, and change ordersA written procedure for work outside the original scope. Requires approval and a price supplement before the work is carried out.
Data processing agreement (when needed)
NDA for the proposal and collaboration phase
Employment contract meeting minimum requirementsThe Working Environment Act requires a written employment contract within 7 days at the latest, including working hours, salary, holiday, and notice periods.
Collaboration agreement for freelancers/partners (IP + confidentiality + client protection)

Assessment: relevant legislation and regulatory framework

Below is a practical "legal overview" for a design and UX agency delivering websites/e-commerce solutions.

1. Agreements, payment, and financial documentation

This affects how the agency enters into agreements, invoices, and follows up on payments:

Contracts Act – contract formation, authority, and invalidity.
Bookkeeping Act and Bookkeeping Regulations – requirements for sales documentation/invoicing.
Value Added Tax Act – VAT obligations and tax treatment.
Late Payment Interest Act – interest on overdue payments.
Debt Collection Act – framework for debt collection/recovery.

→ The client agreement defines scope, payment schedule/due dates, and consequences of late payment.

2. Intellectual property rights: design, files, code

Digital design typically creates copyright-protected material (UI, illustrations, text, code). For an agency, it is essential to clarify:

What the client receives: licence or assignment of rightsLicence = the client may use, but the agency retains ownership. Assignment = the client receives full ownership (often 'upon full payment').
When rights take effect (often "upon full payment")
Third-party licencesFonts, stock photos, components – it must be clarified who holds the licence and whether it can be transferred to the client. (fonts, stock photos, components)

Copyright ActGoverns copyright for creative works and how use/assignment of rights shall be handled.: Rights to creative works and how their use is regulated.

→ The client agreement has a dedicated IP section. The collaboration agreement ensures that subcontractor work can be assigned to the end client.

3. Confidentiality and trade secrets

Design agencies often work closely with client data, pricing, strategy, and non-public plans. NDAs and confidentiality clauses are therefore essential.

Trade Secrets Act – protection against unlawful acquisition, use, and disclosure of trade secrets.

→ Separate mutual NDA + confidentiality provisions in the client and collaboration agreements.

4. Data protection and cookies in digital deliverables

When the agency builds/manages websites or has access to the client's CMS/CRM, personal data is often involved.

GDPR/Personal Data Act – roles, legal basis for processing, data processing agreement.
Electronic Communications Act Section 3-15 – cookies/tracking require prior consent that is valid under GDPR.
Marketing Control Act Section 15 – restrictions on email/SMS marketing to individuals.

→ The client agreement references the data processing agreement (Appendix B). The scope appendix has a dedicated section for cookies/CMP.

5. Universal design and accessibility

For digital surfaces, accessibility is often a requirement or expectation (especially for public-sector clients).

Regulations on Universal Design of ICT Solutions – WCAG 2.1 Level A/AA applies to many public and private websites/apps.

→ The scope appendix includes an "accessibility check" as an explicit deliverable (to be ordered/scoped).

6. Employment law, hiring, and restrictive covenants

For agencies with employees, the employment contract must meet statutory minimum requirements, and restrictive covenants must be properly drafted.

Working Environment Act – requirement for a written employment contract within 7 days at the latest, with mandatory minimum content.
Holiday Act – holiday leave and holiday pay.
Mandatory Occupational Pension Act – minimum requirements for mandatory occupational pension (minimum 2%).
Non-compete clauses – Working Environment Act Chapter 14 A (disclosure and compensation when a clause is enforced).

→ The employment contract covers position, salary, holiday, pension, confidentiality, IP, and an optional non-compete clause. The collaboration agreement is for subcontractors (not employees).

Download sample documents