Finding the Perfect Match | Considerations for Fashion Collaborators
This year has seen the launch of some new fashion collaborations including Saint Laurent and Havaianas, Neuw Denim and jewellery designer, Holly Ryan and Gorman and Indigenous artists from the Mangkaja Art Resource Agency Centre. These pairings give emerging designers much-needed exposure, allow existing labels to experiment and attract new customers and in some cases, make a meaningful contribution. It’s vital that the parties share the same values, vision and goals for the collaboration. To avoid a messy break up, it’s critical that the parties see eye-to-eye on legal matters.
WORDS | Anita Brown, Partner at Phillips Ormonde Fitzpatrick
Hammering out the Details
Time spent hammering out the details so each party understands its rights and responsibilities should save heartache in the long-term. Each relationship will be different and the parties’ relative bargaining power will influence the agreement struck. Here are some points to discuss in the early days and to cover in a written agreement.
1. Relationship Structure.
Is a fashion label commissioning an artist or group of artists to produce the artworks or are the works to be jointly created? Is there equal control or does one party have control over the other?
What is each party obligated to do as part of the collaboration? What are the deadlines for delivery?
3. Payment or Compensation.
Is the artist to be paid a flat fee? Will royalties be payable or will each party share in the profits? How will payments be calculated and when will they be made?
Will the collaboration be exclusive? Or exclusive only for certain products or in a certain location? This may be important if you want to maximise the publicity from a single collaboration rather than compete against other collaborations your partner might be involved with at the same time.
5. IP Ownership.
Who owns the IP in the designs, the artwork and other materials created? Usually, there will be IP (and generally copyright) created as part of the collaboration. If the copyright is jointly created but the parties do not want to continue to share ownership the agreement must say so. Is the artist going to retain ownership and license copyright in the art works to the label?
6. Registration of IP.
Is any registrable IP being created e.g. trade marks, designs or even inventions that might be patentable? Which party will bear the responsibility for any clearance searches, registration fees and legal costs?
7. Trade Marks.
What trade marks will the collaboration use? When and how can they be used and on what products? A mark should be used consistently.
8. Approval Rights.
How will the parties ensure any products meet its quality standards before they hit the market? Is there a right to reject them if they fall short? Are there rights to approve collateral materials? Each party should ensure it has safeguards to protect its reputation.
Both parties are likely to have access to the confidential information of the other party such as designs, customer lists and marketing strategy. What mechanisms are in place to secure the confidential information that may be shared?
10. The End.
What happens if the collaboration falls apart? Is one party able to use the work created? Will stock need to be pulled from shelves or is there a sell-out period?
Whilst not an exhaustive list this is a good starting point to help would-be collaborators find a perfect match.
Should you require further information, or wish to arrange a free consultation to discuss your collaboration or other legal issues, please contact Anita Brown at Phillips Ormonde Fitzpatrick, via firstname.lastname@example.org.