The commission contract: what every clause is actually for
A public art commission agreement is the written contract for a work that does not yet exist, and twelve clauses carry almost all of its weight: parties, scope and the approved design, fee and payment stages, fabrication responsibility, insurance and risk transfer, delivery and installation, defects and making good, copyright and moral rights, maintenance and the manual, term and removal, termination, and dispute resolution. Everything else is machinery around those twelve. This page does not give legal advice and publishes no template: a commission contract should be checked by someone qualified before either side signs it, and that holds for every paragraph below.
What each clause is actually for
Each clause exists because something went wrong on somebody else’s project. Read the table as a list of failures the document prevents, not formalities.
| Clause | What it is for | The failure it prevents |
|---|---|---|
| Parties | Names who contracts: the commissioning body, and the artist as an individual, partnership or limited company | An artist who trades through a company signing personally |
| Scope and the approved design | Annexes the drawings, specification, dimensions and materials, and defines the work as that alone | A dispute over whether the finished object is what was agreed |
| Fee and payment stages | Sets the total, splits it against defined milestones, states what triggers each | An artist funding fabrication from their own money for nine months |
| Fabrication responsibility | States whether the artist or the commissioner holds the fabrication contract | Both sides assuming the other is chasing the fabricator |
| Insurance and risk transfer | Requires public liability and, where relevant, professional indemnity and works cover; fixes when risk passes | A crated work damaged in a yard neither side had insured |
| Delivery and installation | Sets the date, method statement, site access, who provides plant, and who signs off | A finished sculpture arriving before its foundation is cured |
| Defects and making good | Defines a defects period after handover and obliges the artist to remedy what appears in it | A failed weld in month four with nobody obliged to fix it |
| Copyright and moral rights | Confirms copyright stays with the artist, grants a defined licence, covers identification | A commissioner unable to license an image of the work they paid for |
| Maintenance and the manual | Requires a manual at handover: materials, finishes, cleaning method, suppliers | A cleaner using the wrong product on a patinated surface |
| Term and removal | States how long the work is intended to stay, and what happens if it is moved | An argument in fifteen years with nobody left who recalls the intention |
| Termination | Sets out how either side ends the agreement, on what notice, and what is then paid | A cancelled scheme with no formula for what the artist is owed |
| Dispute resolution | Names the escalation route, the mediation step, and the governing law | A small disagreement going straight to solicitors |
Commissioning a new work is not the same as a purchase agreement
Commissioning a new work and buying an existing one are different transactions, and using the wrong document is the most common contractual mistake first-time commissioners make. A purchase agreement deals with a thing that can be inspected: parties, price, a description of the object, provenance and title, delivery, and the copyright position. Two pages is often enough, because the work is already there.
A commission agreement covers months or years in which the work is designed, engineered, made, transported and installed. It has to say what happens if the design changes, if the site changes, if a material becomes unavailable, if the fabricator goes under, if the artist becomes ill, or if the funding is withdrawn. None of those is exotic, and the agreement settles who absorbs the consequence.
The marker of the difference is the annexed design. A purchase agreement describes an object; a commission agreement attaches an approved design and defines the object as whatever conforms to it. Most disputes turn on that attachment, which is why an approved design that is a mood board and a paragraph is worth less than one with dimensions, materials and a fixing detail.
Payment stages, and why the artist is not a supplier of goods
Payment is staged because the artist spends real money long before there is anything to hand over. A typical structure is four stages: on signature, on approval of the developed design, on completion of fabrication, and on practical completion and handover, with some agreements adding a fifth at the end of the defects period.
Two details matter more than the percentages. The first is what triggers each stage: an event somebody can agree has happened, such as written approval of the developed design, not a date that arrives whether or not the work has. The second is retention, a share of the final payment, commonly around five per cent, held until the defects period expires after six or twelve months. A retention with no release date next to it is a fee that quietly never gets paid.
The payment mechanics are ordinary business practice. The artist invoices against each stage and the commissioner pays by bank transfer in pounds sterling. An artist registered for VAT charges it on the fee and on any fabrication they contract for, which materially changes the budget; the registration threshold changes and should be checked. A public-body commissioner will also have a purchase order process, and an invoice without a purchase order number sits unpaid whatever the contract says.
The clauses that outlive the project
Four clauses keep working long after everyone who signed has moved on: copyright, moral rights, maintenance, and term and removal.
Copyright stays with the artist unless it is assigned in writing. The commissioner takes a licence instead, and the question is not whether it exists but what it covers: purpose, territory, duration, exclusivity, commercial use, and whether it can be sub-licensed to a photographer, a publisher or a tenant. Moral rights under the Copyright, Designs and Patents Act 1988 sit alongside it, and the agreement should say how the artist is identified at the site and in reproductions.
Maintenance decides whether the work is still there in twenty years, and the manual should be a condition of the final payment, because a manual promised after handover does not arrive. Term and removal is the clause nobody wants to write: it states the intended life of the work and the process if the commissioner later needs to move it. That is not pessimism, it is the difference between a considered decision and an argument.
Why this page does not publish a template
Templates are the most searched-for thing on this subject and the least useful to hand over cold. A commission agreement has to fit the funding route, the ownership of the land, the procurement rules of the commissioning body, the fabrication structure, and the law of the relevant part of the UK. A document copied from elsewhere is strong on the clauses its author cared about and silent on the ones that matter here, and the silence is invisible until it is expensive.
Knowing what has to be in it is the useful part. Take the twelve headings above into the drafting conversation, check each says something specific, and have the result reviewed by someone qualified.