Project source files... give to client or not?!

Hi, I am looking for some advice, a client of mine has asked for the source files of a project, at the very end of the project. I'd like to ask what other instructional designers do in this instance? Do they always share them? Do they pay extra for them? I know that they want them so that they can update the course themselves, which is fair enough, but it's just that we never wrote anything into the contract about this. Thanks for any input :-)

2 Replies
Judy Nollet

Yup, clients want the source files so they can do future updates themselves or possibly hire a different vendor. And, of course, we vendors want to keep the source files so the client has to hire us for future updates.

I'm not a lawyer, but here's how I look at these situations:

  • Contract specifies delivering the published course, but doesn't mention the source files: In this case, you're not obligated to give them the source files. However, you still might want to do if you think the client would hire you again and/or give you a good recommendation. You would also be well within your rights to ask for additional money. For example, point out that they didn't ask about the source files up front -- and that you would have increased your fee for that deliverable.
  • Contract doesn't specify any deliverables (or there is nothing written that specifies what the project entails): This is where it gets fuzzy. Both you and the client have assumptions about what you're supposed to deliver. You could still tell them that you normally charge extra for source files, and ask them to compromise. Again, how you handle this depends partly on the current relationship and possible future relationship.

Obviously, the best situation is that deliverables are discussed before you begin a project, so you can adjust your fee accordingly and write the contract accordingly.

And, ideally, the contract should state what you will and what you won't deliver. In other words, specify explicitly if you won't provide the source files.

  • In such a case, the contract should also state how long you will keep the source files for possible updates (and you should have a good system for storing them, including back-up copies).
  • Other considerations that should be clarified via contract:
    • Is the project "work for hire," which means the client gets the copyright? Or do you maintain the copyright? (The former is typically, since you'll likely be using the client's content in some form.)
    • Related to that, carefully consider what resources can be used. If the client provides images, they do own the copyright to those, so you can't re-use them in other courses. Also, if you're going to hand over the source files, you shouldn't use any photos or other graphics that require licensing for future re-use.
    • No matter who gets the source files, specify in advance how much (if any) of the course you'd be able to show to others as part of your portfolio.
      • Some or all of the content might be proprietary, which means you shouldn't share it at all.
      • Some clients might be okay with you sharing certain content -- but only if you first remove anything that identifies them (e.g., their company name and logo).

Good luck with your negotiations!