Packaging marketing commercial contracts need these 7 terms checked

What to take away

Judge a packaging marketing commercial contract on seven terms, then score each one red, amber or green before you sign.
Liability, IP and data clauses matter more than headline price when artwork, photography or unboxing content is involved.
Food, drink and supplement packaging adds statutory labelling duties that sit with the brand owner, not the agency.
England and Wales share most contract law, while Scotland and Northern Ireland differ on some enforcement routes, so check the governing law clause.

1. Scope and deliverables

A contract should name each deliverable: structural design, artwork adaptation, photography, print management or unboxing content. Vague phrases such as ongoing support create disputes about extra fees.

Scope and Deliverables Checklist

Name each deliverablestructural design, artwork, photography
Set revision rounds in numbers, not adjectives
State who supplies dielines, barcodes and translations
Read packaging marketing rules before briefing artwork

Set revision rounds in numbers, not adjectives. A brief promising minor amends invites an argument. State who supplies dielines, barcodes and translations. Regulatory duties shape scope, so read the packaging marketing rules and compliance guide for 2027 before you brief artwork.

2. Fees, payment and variations

Fix the fee basis: project, retainer or day rate. Add a variation process so extra SKUs or markets are priced before work starts.

Fees and Variations Process

Fix fee basisproject, retainer or day rate
Add variation process for extra SKUs or markets
Set payment terms of 30 days for English suppliers
Include written late payment interest term

Payment terms of 30 days suit most English suppliers. Interest on late payment can be claimed under the Late Payment of Commercial Debts (Interest) Act 1998 where the contract is silent, and a written term is easier to enforce.

3. Intellectual property and licensing

Decide who owns artwork, photography and copy. Agencies often keep copyright and grant a licence, which limits reuse with another printer.

Ask for assignment on full payment if you want to switch suppliers freely. Confirm moral rights waivers for photographers and illustrators, plus rights for paid media use.

4. Data protection and customer data

Unboxing campaigns collect addresses, emails and sometimes images. The UK GDPR and the Data Protection Act 2018 apply, and the ICO enforces them.

Name the controller and processor, the lawful basis and retention period. BSI publishes data and privacy standards and best practice that help frame security expectations in supplier contracts. Our note on packaging marketing data protection in England sets out consent wording for QR codes and inserts.

5. Regulatory approvals and labelling

Food, drink and supplement packaging carries mandatory information. The Food Standards Agency sets out packaging and labelling legal requirements for food businesses, including allergen and durability details.

Put approval responsibility in writing. The brand owner usually signs off final artwork; the agency checks that claims and warnings appear. Build a realistic approval window into the schedule.

6. Liability, insurance and indemnities

CAP liability at a multiple of fees, for example twice the annual fee. Carve out fraud, death or personal injury, and IP infringement.

Require professional indemnity and public liability cover, with certificates each year. Indemnities should be mutual where both sides supply content or data.

7. Term, termination and exit

Set the initial term, renewal notice and termination rights for breach or insolvency. On exit, list what transfers: artwork files, fonts, licences, plates and photography.

Exit fees should be stated, not implied. Without them, a supplier can hold files while you negotiate.

Scoring rubric

Score each term red, amber or green. Two reds mean do not sign until they are fixed. Treat the table as a written record for your file.

Green

Scope: Deliverables and revision rounds numbered
Fees: Variation process and late payment term
IP: Assignment on payment, rights listed
Data: Roles, basis and retention stated
Approvals: Sign-off owner and window named
Liability: CAP, carve-outs and insurance
Exit: Files, fees and handover listed

Amber

Scope: Some items described loosely
Fees: Rates agreed, process unclear
IP: Licence only, narrow field
Data: Partial detail
Approvals: Responsibility implied
Liability: CAP only
Exit: Handover implied

Red

Scope: Open-ended scope
Fees: No variation clause
IP: Ownership unclear
Data: Silent on data
Approvals: No approval clause
Liability: Unlimited liability
Exit: No exit terms

Common questions

Does this guidance apply across the UK?

Contract law is broadly similar, but enforcement routes and some labelling duties differ in Scotland and Northern Ireland. England and Wales share the same courts for most commercial disputes. Check the governing law clause and take advice on your jurisdiction.

Can an agency reuse my packaging shots?

Only if the contract grants that right. Copyright usually stays with the creator unless assigned. Ask for a licence covering your paid media, then confirm whether the agency can use the images in its own portfolio.

Who is liable if a label breaches food rules?

The brand owner is normally responsible for the final label placed on the market. FSA guidance sets the requirements, and a contract can allocate checking duties. Liability clauses do not remove statutory responsibility.

What should I check before signing?

Confirm who owns the artwork, how customer data is handled, who approves labels and what happens on exit. The ONS publishes UK employment and earnings data that helps benchmark studio and print labour rates. This article is general guidance, not legal advice; individual contracts need a qualified adviser.