What happens when a contract agreement ends?

Question

Before I start, I would like to mention that I'm totally new here, so apologies in advance if I'm posting in the wrong place. Please notify me of such before down-voting and I'll close the topic.

I'm pretty new when it comes to contracts. I("Client") am hiring a freelancer("Designer") to design a logo for my startup and I am drafting a contract agreement.

However, one thing that has been bothering me for now is what exactly happens after the Agreement? Do I get the rights, or do I need to make another contract where the designer assigns the rights?

Allow me to explain.

In my Agreement, I specifically say the following:

(a) The final Logo design delivered to Client pursuant to this Agreement shall be deemed as “contract for commissioned work”, as described above, and the Client shall be the sole owner and gain exclusive license of the final Logo design and of all rights, including but not limited to, Copyrights, Economic Rights, Trademark/Commercial Rights and any other form of Intellectual Property Rights, in <myCountry> and Worldwide. Designer shall execute all documents, and perform such other acts, as Client may deem necessary to secure for Client all such ownership rights.

(b) Client understands that Designer owns all the rights and exclusive license of all the Preliminary Concepts/Designs created before Client has selected the final Logo design, except for elements in those concepts that are incorporated into the final Logo design that Designer delivers to Client.

(c) Client will be solely responsible to make sure that the final Logo design that Designer will create for Client will be available for use in commerce and protectable under trademark law in <myCountry>.

(d) Client hereby grants Designer the right to display the final Logo design in her personal portfolio or as means to demonstrate and market her creative skills.

Now that I have said this in my Agreement, does the Agreement ever end? I mean the Agreement should end after the files are delivered to me, but what about the rights I get on the files? Do these end? Do I have to specify that the Agreement ends after the final files are delivered to me?

How do I properly close the Agreement?

Here's a link to my contract draft, if that might help: https://docs.google.com/document/d/1dJyChQ4l94f5N0Z2B0I7gt7QKjqzyX9H7ooQJOhDFOk/edit?usp=sharing

Thanks

P.S: I'm not a lawyer or a student of law. I'm just a Computer Science Student looking for some help here.

Answer 1

This is basically a terminology issue. When the parties have fully "performed" whatever actions the contract specifies they will do, the contract is "discharged". A contract can also be terminated because of fraud for example, but set that aside. As part of the contract, the designer transfers the physical drawing and the right to it to you, and then you pay him. This is analogous to buying an apple at the store, where you have a contract with the grocer whereby he will transfer ownership of an apple to you provided you transfer ownership of a fistful of cash to you. With IP, it's only a little more complicated since you have to also transfer the right to the product (since with IP, possession is not nine-tenth's of the law). (A contract can be concluded -- it means you have finished negotiations and now have an agreement, and you can get to work). It is not necessary to say that a contract is discharged when the stuff is handed over. Unless you pay in full before receipt of the stuff, you would not say that the contract is discharged when he hands over the stuff, since that would mean you no longer have a duty to pay him (paying the designer being what you have to perform).

Answer 2

A contract is at an end (or terminated) when neither party has any further obligations under it. Usually that is because both parties have successfully discharged their obligations (termination by completion). There are other ways but they are nasty ways and full of grief.

When a contract is terminated it is of no further effect, it is a nullity and its terms are as vapour on the wind. Except for those terms that specifically state that they survive termination of the contract.

As drafted, your contract would not be terminated by completion until the Designer no longer had the right to the licence you give them i.e. 70 years after the creator's death if you are in the USA. That is because the Client would be under an ongoing obligation not to e.g. sue the Designer for using the logo. There is nothing wrong with that.

Alternatively, you can have a smaller and simpler licence agreement that comes into effect when the original contract is terminated by completion. This is cool too.

Off topic: there are things in your wording that may have unintended consequences, you need to hire a lawyer or don't try and write clauses like a lawyer and just say what you want in very plain English - the best way to avoid a dispute is the KISS (Keep It Simple, Stupid).