Advice: seek a lawyer. It seems like a good deal, but you must have a termination clause somewhere in it. Pretty sure it is negotiable, whether it’s related to time (this contract will
end in 4 years, or shall be renewed with a six months notice agreed by both parties) or related to a set number of release.
I’m not a lawyer, so this is not a formal advice.
And is the contract to be signed by the individuals or by the company?
Agreed, now that I think about it, it seems necessary that there be some way for this contract as a whole to not just go on indefinitely.
I'm a sole trader, so I would sign it both as the founder and the "company".
I’ve been in exactly this position, and we solved it with two things in the contract:
1) created a company entity that owns the game and signs away rights to current and future products. Founders are employees and if that company dissolves the contract goes with it.
2) We added an ‘ongoing marketing support’ requirement for the publisher that says they have to commit to continuously providing a small amount of paid traffic to the game. If they stop that support, we can request that the contract be severed (or they can pay the amount of the deferred marketing funds to us).
Both were done intentionally to ensure we don't just give away a % forever with no benefit to us.
You definitely want to be able to exit this contract at some point. Again, I’m not a lawyer either but this would be a really good way to screw yourself if you can’t get out of it.
Seems like you would make a studio company that has this contract not you. So any game the studio makes going forward is through them but make sure you are free to leave and start a new studio with no attachments.
Agreed. When I was in school we were taught some law. From what I remember, it’s actually common for contracts to include things that would never be legally viable. Anyone can write a contract including any conditions however if breached, the legality will be determined in court. So you could involve a lawyer to preview which conditions would be void. This would allow you to proceed with signing the contract with knowledge that some portions carry no weight. The lawyer may also be able to help reword parts of the contract to better suit you, then you can return a counter-contract.
It’s more typical to see a non-competition agreement (like you said) in which you are not allowed to directly compete within the industry a few years of stopping your contract.
I'd seek the lawyer ***after*** attempting to have the publisher change that part of the contract beforehand. Save yourself money. If the publisher won't budge on that perpetuity clause, then you're wasting money on a lawyer trying to change it.
edit: You guys clearly aren't actually reading what I wrote... I'm not suggesting to NOT seek a lawyer at all. I'm saying seek it after you've made your changes... but clearly before signing the contract.
>I'd seek the lawyer after attempting to have the publisher change that part of the contract beforehand. Save yourself money.
No, you should always have a contact reviewed by an attorney. Legal language is tricky, and things don't always mean what they seem to mean. Save yourself some *serious* money by having it reviewed by a lawyer, rather than potentially ending up in a law suit or missing out on revenue.
>If the publisher won't budge on that perpetuity clause, then you're wasting money on a lawyer trying to change it.
They are likely to respond differently to a specific change request in legal language than by an uninformed request by a lay person.
Yikes... I'm being heavily downvoted for what I'm pretty sure is people just not reading what I actually wrote.
I didn't say don't have a lawyer review the contract at all. I said review it yourself first and change what you see as red flags \*before\* sending it to a lawyer... because you're saving the lawyer time from having to change it anyway.
I didn't downvote, so I can't speak for them, but I do think even with clarification the advice is unsound.
>I said review it yourself first and change what you see as red flags *before* sending it to a lawyer... because you're saving the lawyer time from having to change it anyway.
I'm not a lawyer. Even if I see something that's a red flag, I don't have the legal qualifications to make a change that actually means what I want it to mean. Contract law is not a matter of writing something that seems reasonable. Law suits have been fought and determined based on the interpretation of a single comma. You don't necessarily save a lawyer any time by trying to address things yourself.
Say you make the change yourself, and the company accepts it. Just to be safe, you have a lawyer look over it, and they tell you that your edit has some unintended negative consequence. Now you have to go back and renegotiate with the company about the changes you suggested. It's not a good look.
Or the lawyer might find something else objectionable, and then you have to argue with the company about a new point after they've conceded the first ones you identified yourself. No one likes to receive a trickle of edits or issues like that.
I agree with your general take. A 15% cut for a publisher doing actual legwork and getting you more sales is a good deal. I would never sign any deal that automatically went into play for future games, let alone one without a termination clause. Have you had a lawyer review the contract? That could easily just be not understanding some aspect, or it could be a poison pill. Right of first offer is one thing that would be an issue, but this goes beyond that it seems.
Yeah, I'm reaching out to see if I can find a lawyer to take a look. I'd be happy with a right of first offer type deal, but if this reads that way I think it does, this is just ridiculous.
Maybe it's a misunderstanding and I can just ask them to alter the clause in question. I'd like a lawyer to tell me where I stand first, though.
Jumping into u/MeaningfulChoices thread as they are amazing at providing replies and advice on this subreddit, and if you were approached with this deal it probably will come up again.
The service you describe -- managing non-Steam storefronts, collecting everything and sending you one easy hassle-free payment -- is a market that exists already and is serviced by particular specialized companies (Genba Digital for example), that offer competitive terms. Usage of these services is pretty common, and many indie publishers do not manage the dozens of storefronts directly. Instead we pick a small handful we find particularly valuable, keep that handful under direct management, and then have Genba (or similar) handle the rest of the storefronts (they let you specify exactly which storefronts you want them to handle). They should charge a negligible share of the revenue and should not have any weird exclusivity clauses of the kind you describe.
Nah they meant the u.
u/name is for usernames, aka the person before that OP was talking to before this person replied. I believe it also sends them a notification, like @username on Twitter.
r/subreddit is for well subreddits.
All future games until you die? That seems like an extremely predatory clause and I would never sign anything like that. A long time frame like 5-10 years is okay if you are happy with the rest of the deal, but never sign a contract that manages the work you didn't even dream of yet.
All future games? Jesus definitely get a lawyer, could be a good deal but I smell predatory and I hope none of us get caught in anything like that. I hope it all works out for you.
The publisher doing significant work for you and only taking 15% sounds too good to be true.
The agreement going forever with no termination clause sounds bad, and may even be illegal. Some states explicitly make that illegal - many years ago Metallica sued their record label under a California law limiting contracts to 7 years, and many other bands did similar after.
You've got one huge red flag here, and a too good to be true clause, so I'd be skeptical of the deal.
> The publisher doing significant work for you and only taking 15% sounds too good to be true.
The fine detail about most of those predatory contracts: The publisher isn't actually legally required to do squat. The contracts give them *the option* to do things, the *option* to market and advertise, the *option* to publicize, the *option* to distribute, but it doesn't legally obligate them to pay a cent. Often they are written with an extremely small minimum requirement; they can meet their obligations by putting a picture of it in on their long website catalog of products that they own and show to other potential investors, just doing the bare minimum to satisfy the contract they wrote in their own favor.
The good contracts have specific amounts tied to them, that the publisher will invest minimum specific amounts in various categories.
That's true of many publishing contracts, both predatory and not. The larger a publisher is, the more likely you are to get guarantees from them.
There's a lot of smaller publishers out there that will offer deals like 50/50 split, they'll help with getting on the platforms, and they'll do some (mostly cheap/free) marketing for you, and there won't be any guarantees. It tends to be a good deal for devs that can't handle self publishing, but not a great deal for devs that are a little more established.
I think the big thing is to look at the terms and see if any part feels really lopsided. You want a deal that feels reasonable for both sides.
1: Incorporate.
2: Sign deal in Corporation's name, not yours.
3: Corporation is bound by the Contract, you are not.
4: If Future releases under Contract seem less valuable than going it alone again, resign from Corporation and start new one.
5: Do as you like while laughing.
To whom it may concern, this is a semi-joke and not intended as Legal advice.
For the benefit of anybody who might take this too seriously, and not in the humorous light it was intended, please Google the following terms:
* piercing the corporate veil
* implied covenant of good faith and fair dealing
And then don't do this.
Assuming this isn't the publisher's first rodeo, I can almost guarantee you it's worded that neither his company nor he is allowed to publish outside of them. The company isn't of value to them, he, as the developer, is what's of value. Many of these things are written by well paid lawyers that have all the loopholes covered. Aside from all of that, he doesn't have a corporation right now. The agreement drawn up isn't for a not-yet-existing corporation. Even if they didn't have a clause like that, they can just retract the offer if they see he makes a corporation. What you're proposing has a 0.00001% chance of working.
OP, get a lawyer.
This is a neat idea, but as an individual I pay far less tax due to generous tax brackets than a corporation would. Incorporating at this point would kill my finances.
In addition to a Business Lawyer you need an Accountant as I can assure you that your Taxes take is not correct. Corporate Taxes are only owed upon profit. No profit no Taxes. Now Incorporation fees etc.. yes, those could make it unprofitable.
At the very least you should have a Limited Liability Corporation. All the finances will just pass through to you on your personal taxes, but it'll give you a level of legal protection and greatly reduce any personal risk you might have.
And definitely talk to an accountant about all of this. If you're running a business like this, an accountant will know far more about tax laws than you will, and they can help you a lot. With both an S Corporation and an LLC, there are ways to reduce your taxes.
Not sure about OP, but freelancers in Spain get taxed even if they have no income. Meaning that becoming freelancer and not finding job for a month means you will be paying money to the government, and not receiving anything.
And the only way to get money as an individual is to be freelancer.
Canada. At least, my personal tax seems higher than the corporate tax that Google is citing (15% after a bunch of reductions that I don't understand)
Someone can make min wage and still be paying more in tax.
Many countries have obligatory health/pension/unemployment insurance even if you are a freelancer, so the corporate tax is much lower than burden on personal income. For example in my country it's 27.75% to get net cash from LLC versus around 43% cost to get net cash out of employment wage.
There's a special case for self-employment where you pay a fixed monthly amount, but your yearly revenue has to be in a strict range from 20k to 50k euro/year to make that work. If you make more than that, you are no longer eligible and if you make less it isn't worth it because the cut is too high. Still, it's a good choice for mid-level developers. If you earn around 40-50k euro / year, the burden is only around 10-15%.
A deal with any publisher should be signed through a legal entity. Do not do it as personal. Things will always go wrong along the way. And if it is individual on the contract, they can and will come after your own personal finance, asset, etc
In that case it's very simple: don't do it.
You might have a genius game idea in 10 years from now and you would be tied to a publisher who might not realize it's great or do a lousy job promoting it, etc.
Absolutely do not sign a contract locking you into anything forever.
This publisher honestly sounds predatory if their contract includes something like that by default.
Just as a side note, before bothering paying a lawyer to comb through the contract, you should pick out stuff like this yourself and talk to the publisher to request changes beforehand. Sometimes a publisher will absolutely not budge on something in a contract, so spending a bunch of money on a lawyer would be pointless.
You should only bother with a lawyer AFTER you've already changed the contract enough to feel good about it... and that's when the lawyer can come in and catch stuff you missed.
Well that would do it, but I think people could get me to stop wanting to make games with just a mere $25 million or so. Below that and I'd keep thinking I could maybe do better and it'd probably bother me forever. I wouldn't say "no" to more, though. ;)
In many countries, an anti-competition clause that would hinder your ability to make a honest living would simply be invalidated in court.
If a contract you sign would force you to lose the rights to all your games, forever, and your occupation relies on making games, then either that clause (or the whole contract) could be invalidated upon unconditional contract termination from your side.
PS
This is not legal advice, you should speak to a lawyer in your country/state regarding its laws and precedents on the matter,
I think that's only if there's no compensation, or inadequate compensation. $25million would be adequate for someone who makes as much as I do currently. It probably wouldn't be enough for John Carmack. ;)
If you terminate the contract, I assume you would also forgo all payments from that point.
Sums like this are paid over time.
A judge might force you to pay some back, but it'd likely end in some settlement.
You could tell them you'll give them 20% and you'll do a trial run for one release. If it works out, you'll be open to 15% over multiple releases in the future, but not in perpetuity. Let them argue you up past that 20% if that's what they need to close.
And yes, it would absolutely be a turn off for a publisher. It's hard to scrape a profit together and nobody is going to pick you up if you're handicapped out of the gate.
At the end of the day you have no idea if their help will make any difference at all- there's a big chance that their gambit is to just trawl as many devs as possible with deals like this to try to draw revenue from secondary sources. They'll just be taking a chunk out of the value of all the marketing work you do/pay for for the rest of your life.
They have an obligation to prove to you that their help is actually worthwhile before you commit to buying their service product for the rest of your life. You could also consider asking them to make a counter-offer that didn't include perpetuity, to see what number they'd want in that case. I'd also send some emails to other developers they work with and ask some questions. Did they ask you to sign an NDA yet? Hopefully other folks who work with them could tell you what they're really like.
Also, what does "managing the income" mean? What capacity will you have to audit whether or not the 15% chunk they take out isn't bigger than they say it is? If it just means they're the ones controlling your store accounts on those stores and you can't look at the numbers yourself, how do you know they're not actually taking 75%?
How much are their "connections" actually worth? Have you tried actually applying to put your games on those stores before? What if it's not that hard? Can other devs on here speak to this? This deal sounds like Machinima for game devs
>I don't have time to faff about with those stores
This might be the real cause of your money issues
Never sign an agreement for all future works. The number of artists that have regretted this decision throughout history is legion.
If your current game is good enough to publish, it's good enough for them to contract just for it. MAYBE one add'l game.
The last thing you want is for your games to be successful but you unable to negotiate a better deal because you're permanently locked down by a single distributer.
If you're worried that your games won't be successful without this deal, then you're still shooting yourself in the foot by signing it. Make them better, don't sell out your potential profit out of fear.
You have a long track record of stable releases. You probably have an upcoming game they have vetted. Publishers are looking for three types of investments:
* Stable development teams that have consistent pattern of delivery
* promising games that with a little investment are likely to return well on the investment
* Prolific cheap bets that have a shot at going viral and blowing up
I don't know about your current work, but from a publisher POV this may be an easy win. The risk is relatively low - they only have to produce something when you have a product to sell. You have a track record of consistent sales. They're happy to absorb that lower risk investment and see if it grows into something bigger. If they make a bunch of arrangements like this, sooner or later they're going to get one big hit they can ride out, and hopefully they will break even or make a small profit on everything else.
So yeah, you both want the same thing. They're fishing for something big to eventually come along and they want a piece of it. You just have to figure out if you want that stability or not at the cost of losing some of that big ticket.
There's some details that are fuzzy. What does "every game" mean here? They've bought your brand? If you make a hit and they take 15% and you still own the IP but it's licensed to them for 2-3 years you are still making a lot of money and still in a position to parlay that into something else when the license expires, right? How do you end this deal if you have an IP you want to take elsewhere?
Perpetual contracts are de-facto illegal in the US and Europe, primarily due to adjacent regulations. Thus, any perpetual clause in a contract would be null and unenforceable.
HOWEVER, the contract being unenforceable doesn't mean that enforcement couldn't be attempted by the publisher, and thus cost you time and money in the courts.
The contract sounds good. Offer an ammendment that limits the publisher's rights to the contract term, and set the term at something reasonable (5 years?), and include an early-termination clause. That's what I would do—if the publisher isn't willing to negotiate, then stay away.
I would counter with a point of termination. It should be a time frame or a certain number of games not in perpetuity. Anytime a contract implies forever, they own you.
I tend to value a lot having options. This deal doesn't not seem good to me.
What is the counter part that they are offering you for owning the rights of publishing all your future games?
What happens if they are not good, and you end up with less sales, less money, and less options?
What happens if they reduce their workforce by 50%, thus impacting significantly their performance? Are you still stuck with them?
You should get the answers to theses questions, and probably ask 10 more like these. The key here is that they will not answer this questions - you need to answer them, and get them in the contract. Once it's signed, there is NO GOING BACK.
A great tip: A good contract covers the worst possible scenarios.
An amazing tip: The publisher is not drafting the contract in your interest. They are drafting in their interest. You NEED to have a lawyer review it.
Also, big point: Understand what is important for you out of this deal. What is non negotiable for you? Fight for that and don't sign anything that is non negotiable for you.
These contracts take time, 4-6 months to get finalized. It's normal. Don't rush it or you will regret it.
Sorry for the harsh language, I am trying to make sure the seriousness gets accross. I wish you the best fellow dev!
Publishers will absolutely be turned off by this. They will most likely want exclusive publishing rights for the game you’re pitching and this agreement would throw a spanner in the works for sure (if not kill the deal entirely).
On another note why do they need every game in perpetuity, it sounds super predatory to me.
You've never even worked with this company on a single game before and you're considering locking yourself into a perpetual contract with them for a sub-never-have-to-worry-about-money-again amount of money? I'm not even being the least bit facetious: are you out of your fucking mind? At least get a lawyer to look over the contract before you sign your career away.
As other people said, it is probably a good idea to consult this with some expert in this kind of stuff. In my opinion, the agreement that affects every game that you make in the future sounds kinda weird.
About the percentages, a 15% sounds pretty good but take into consideration that other PC stores that are not Steam won't really have a very big impact on sales (I have read for some publishers that their sales in GOG are 1% of Steam, for example). So this would be something to take into consideration, would you really be interested to be in this position for that extra income?
From what you said, I understand that you are talking only about PC platform. If this included consoles I think it would be more interesting.
In addition to everything that's been said already, if you haven't yet please contact a few devs already working with them with the same kind of contract (including devs of games that weren't successful). Some publishers might seem reputable, but have some less known, less positive aspects (ignoring games that don't earn much - so you still don't earn anything from them, but also now you can't distribute them yourself anywhere, being awful with payment, errors, being late - so now you have to spend a lot of time chasing money they owe you, making mistakes constantly - damaging the reputation of your games, signing deals that damage your long tail - cheap bundles, etc...).
> This agreement would be in effect for every game we ever make from this point on.
Ask about any musician ever whether that's a good deal. Don't let them dazzle you: If they are competent at what they do and don't want to fuck you over they don't need to lock you in like that, they could get your repeat business on performance alone.
A lot has been said already.
One thing I would point out: unless you're a large veteran team, "publisher" work can be very nebulous. What is, *really*, their advertising work? What is, *really*, their PR work? Marketing work? How much data and market analysis are they going to feed you? And the list goes on for pages and pages. If they screw you, will you know? And what can you do about it?
So when such a provider of potentially nebulous, hard to read, hard to decipher, contributions to your work is locking you in... it doesn't sound that good. They are supposed to do such a good job that you will *want* to hire them next time.
It's like a general contractor. If you're very happy with their work, you're going to hire them for the next project, sure. But if you are contractually locked in, you don't know what you are going to get, and are actually incentivizing them to do very minimal and cheap work, since they can't lose you.
I'm not saying it's a bad deal, obviously as most people said consult a lawyer and think things through. I'm just pointing out that at a fundamental level, whatever the contract is, whatever the % are, it may not be a good relationship, nor good incentives.
If they can't get you on platforms you aren't already able to get on I don't see the benefit. Also what you're saying sounds extremely predatory in nature. All future projects from your studio are theirs to distribute exclusively? So what happens if another dev in their world makes a similar game to your next and they don't want to publish yours because it will compete with the one they're pushing now ?
Absolutely not. And if there is a publisher out there attempting to trick small indie devs into such a predatory contract they should be named and shamed.
No, that's a ridiculous deal. No arrangement lasts forever: that's slavery. Put a limit, either number of games or number of years.
I'm really curious why you're giving them 15% to upload your game to a store, write a summary, and upload some screenshots. That doesn't sound like a publisher to me.
A typical publishing deal involves a cash payment to you to pay for your future games. I think these guys sound like scammers.
No. Plain and simple.
I would never sign a contract that I can't get out of for the rest of my life. That lifetime exclusivity clause is incredibly predatory and I would take it as an omen of how they'll treat you once you've signed.
IMO (not a lawyer) why not take the money now, enjoy someone else taking a bit of the burden at the expense of your very small chance of landing a big publisher in the very near future. Then, later, after you have become established with several games and have a bit of cash behind you, if you still feel like you can get a bigger deal elsewhere, shake their hand, finish the deal and move on.
This is what I thought I could do, but after looking through the contract, there is no way to terminate it. I imagine this means that it could be terminated if both of us agree to terminate it in writing, but that means they could still dig their heels in and say "No, you signed this agreement and we want it to continue."
The agreement is set up so that they do not have exclusive rights on every game we make forever, but it's a bit tricky. When we release a game, there is a period during which they have exclusive distro rights. After that period, we can shake their hand and say "ok that's enough" and get the distro rights back. But for each game that we release, they still have those first (most profitable) years locked in. So if I sign it today, they'll have rights to our most recent game for a few years. But then if I don't make another game until 2050, they would then have distro rights to the 2050 game for several years after that game's release.
Oh, that's just shady waters there. Lawyer up, explain the situation. I don't think perpetual deals like this are actually enforceable but, well, I'm not a lawyer and that's what they're for!
This isn't legal advice; I don't have experience but with this but my gut instincts are to get a lawyer and contrary to others here, another lawyer on top of that. Get a second opinion is my point.
My gut feeling from business ventures-past and business qualifications is that they are reaching for as much as they can get. So I wouldn't be surprised if this is just an aggressive opening salvo on negotiations *-leaves a bad taste in my opinion, because you can expect future endeavours with them to be as heavy handed.* Remember if they want your work to sell, you can fire back with your own requests. Do not be blinded or intimidated by the perceived prestige of a big publisher, they ultimately just want to make money with something you've built.
The comfort of money is very attractive and I can understand it 100% why you would be tempted.
You must however really consider, Is this just a way for you to make ends-meet? Is this just a way to pay the bills? Do you love your works and creations? Do you consider it your art? Your body of work? Would you feel comfortable knowing that someone has a claim over something that you poured your heart into? These are all the questions that I would be juggling. I'm reminded in part by the Stallone interview, how he was screwed over with the Rocky films.
Is financial comfort appealing? Obviously.
Is losing your independence and total freedom to make your own decisions worth it? I personally would find that difficult. Especially if they have some sort of authority to direct the creative / features etc...
I would work with a publisher if the conditions were right, a claim on all my future works though? It's untenable. Not happening. I would work with them on an individual project basis or maybe a group of projects or a limited number, but not ALL future releases. This sounds like a good way of being shackled down for the most productive years of your life.
General advice, you are allowed to negotiate, so why not offer them a couple of years to see how it goes instead? I think that kind of deal for every game I ever make would be a clear deal-breaker for me, it's also unusual and so I would question if that is what they really meant or not. I would also expect them to pay for it entirely if they wanted exclusive rights for future games, probably on a set amount per year of development to be reviewed every year or two.
Yeah, I'd sign the agreement in a flash if it had some reasonable timeframe on it, or if we had the ability to opt games in and out of it. I think my eventual course will be to negotiate towards something like that.
To be honest, I wouldn't mind these folks as our publishers, so even a right-of-first-offer clause would be ok. If they paid us to make a game, it seems only right they would also get distro rights.
I've emailed a lawyer so I can get this straightened out.
get a lawyer! make sure there's some sort of way for you to get out of the contract since i'm sure you don't want to be locked in it forever. if they don't agree to amend the contract with a termination clause, you'd have to walk away.
Hey OP I signed a very similar deal with a publisher except mine had a first right of refusal clause. I.e., I'm not allowed to go to another publisher with a deal before first approaching my current publisher with the same contract. They can sign or refuse and if they refuse I can move to another publisher.
You could see if that is something this company would be willing to do.
Like everybody else is saying, I would talk to a lawyer. I'd also voice your concerns with the publisher. Surely *every* single game going forward would be understandably a bit unreasonable?
Whatever you end up doing, I'd ultimately take it. It's a respected publisher, and most importantly it's financial security. That's hard to find in this space.
You 100% need a lawyer. It's difficult to assess whether the term is reasonable without knowing what you're getting for it and what protections you have. You need a lawyer to review the contract. Personally, I can't imagine a scenario in which I'd NOT tell a client to insist upon a termination right in an exclusive contract, either for convenience (ideally) or at least the option to terminate if certain performance and/or revenue milestones aren't met.
Others have said you need a lawyer and an accountant. As soon as there’s a contract, you need a lawyer. Whatever you pay a decent lawyer is peanuts compared to the money you’d be missing.
I will also add this: lawyers talk to lawyers. That means if they bring their lawyer to a conversation, you bring yours. If they copy a lawyer on an email, you copy yours.
Legal fees can add up, but they will be nothing compared to what you’d lose in a bad contract.
Language is vulgar, but this talk explains it well:https://vimeo.com/22053820
Hi, be very careful with this kind of agreement! The devil is in the detail. I wouldn't sign anything that does allow you to pursue other avenues under a different name. Also, remember you aren't their employee, so no benefits. What happens if their company runs into trouble within the industry, you may be stuck into any agreement and unable to renegotiate elsewhere if events dictated so!
There are other options out there! But I totally understand why you might want to agree to this deal!
Regards, Russell
Give them exclusivity for a fixed period of time against an agreed minimum sales volume. If they hit it you agree to negotiate an extension of an exclusivity agreement.
You never know why someone wants exclusivity. It could be they’ve just signed another deal with someone your game would crush if launched afterwards. So maybe they plan just to sit on it and not sell it.
Familiar with entertainment as a manager, but more in the influencer space so definitely take my words with a grain of salt:
That sounds like a bit of an iffy deal, since Steam usually is the main earner. It definitely depends on your revenue though. if you're doing above 40k sales a year this is probably not too solid of a deal, if it's above 100k, definitely just hire/get an intern to deal with getting your games on more stores.
Regardless, shop around with some publishers and see if you can get a better offer/equal offer so you can verify that the pricing you got is normal for your field.
15% seems pretty reasonable. Just make sure it's not something liek post taxes, post fees etc etc where they can run ads and have that come out of your income. A lawyer should see this coming from a mile away.
You might also want to open the discussion to ask why they also want all your future games too. talking to the other party and getting some amendments before a lawyer checks the contract is usually cheaper. Just be sure the other party is willing to sit through a couple revisions for that before you go down that road though
I am no expert on the subject, but this sounds extremely predatory.
I attended a talk by Ian Livingstone and one of the things I got out was "Keep your IP" and your contract seems to go way beyond not keeping it.
There are a lot of publishers out there that functions by predating small studios, so I'd be very careful.
If your needs of getting a publisher are mandatory, research as much as you can about this one *(asking other studios, etc.)* and, in the meantime, contact every other publisher that ships to your target platform and try to get a better deal *(I also got this out from another talk by Rami Ismail, there's no point in cherry-picking publishers when you can just contact a lot of them at once).*
And if at this point, you are only left with the contract you told us about, I wouldn't accept it as is
Here is a list of over 300 hundred publishers.
[https://docs.google.com/spreadsheets/d/11g8MCMFNrBM0CXIWrT8bej5vqR1fCJGMhoFfbS5ph3Q/edit?usp=sharing](https://docs.google.com/spreadsheets/d/11g8MCMFNrBM0CXIWrT8bej5vqR1fCJGMhoFfbS5ph3Q/edit?usp=sharing)
>every game we ever make from this point on.
This is basically non-enforcable where I live. (stuff like, "next 5 games in 5 years on x platform" is more enforceable) This seems like a trap. Also, are conditions of future releases the same? What if they suddenly want %30 instead and if you can't come to an agreement then what? You can't release the game? There should be a termination clause.
If it's a large publisher, they probably covered all their bases and know what they are doing but, termination and release clauses are a must? What if they do not like your next game do not want to publish/distribute it? Can you distribute yourself or with someone else then?
Get legal help from a contract/agreement lawyer that knows the laws and regulations of the state/country you are in, but i wager they are basically going to say no.
Perpetuity is the equivalent of hell on Earth. Definitely need a break clause in there regardless of all the other benefits. What are your protections if they dont do the leg work you think they will do, or maybe only do it for select games you develop? Maybe you create something they dont like, how are you validating they are pushing it as hard as the ones they do like.
You got to have outs.
There is a GDC video out there that discusses publisher agreements and how to ask for changes to it from the publisher. As well as things to look out for in the contract that you should watch out for.
The point that stuck with me the most from that video is that: the contract will always be drafted in the favor of the publisher because it is the employees job to do so. So expect you'll need to review and ask for changes. If the changes are reasonable the publisher will likely work with you to find a petter solution.
Here is the youtube video I mentioned: [Contract Killers: What Developers Should Eliminate From Their Publishing Agreement](https://www.youtube.com/watch?v=yfrwQnqwPps)
No, do not do this for this reason
> This agreement would be in effect for every game we ever make from this point on.
this is conflicting with your long term goal.
>every game we ever make from this point on.
Does this apply to you personally, or only to products published by your studio?
For example, you could always start another studio to do other games.
I mean, sure, it might seem like a dick move to publish games under other studios when you have an exclusive contract, but at the same time, sometimes it might not make sense to publish every game under the same brand.
Evidently, I ANAL. Or have any professional integrity for that matter.
Every game for perpetuity? Fuck no. Get a lawyer to 1) renegotiate this shit and 2) make sure your business is setup in a way that when you sign the contract, it applies only to that corporation and not to any of your personal work.
the problem with An exclusive agreement is theres almost always a caveat where you will end up making whatever game they say, or doign whatever they say. if you dont, youd be in breach of contract.
Best thing to do is consult a lawyer.
Publishers put all sorts of stuff in contracts because many people don't do any negotiating.
You definitely need a lawyer to look at the contract. They'll 100% find several things in it that no one should ever agree to and the publisher will almost certainly be willing to remove.
I have a feeling there are more catches than that one, read carefully and definitely have a lawyer read and explain every part of it to you.
Is there anything to stop the publisher from just not doing anything and getting 15% of anything you make?
You have to demand multiple termination clauses, in case they don't invest certain amount of money in game, time, if they go bankrupt, buy out option, time running out option etc.
I am not qualified to or give legal advice.
You need a way to terminate the deal!
What happens if this company decides to not publish the games you want them to, or indeed any of your games, at all? You would be stuffed. You will not be able to sell your own games! This happens all the time in business, it is a classic trick to get rid of the opposition.
Is this tied to your current company or you specifically? If it is tied to just your current company, that doesn't sound like a bad deal. But if it is tied to you, then that may be a bit more concerning. As others have mentioned, take the contract to a lawyer and have them go over it with you.
It would be beneficially if you could find a lawyer familiar with these kinds of contracts.
For all future games too...? I hope they pay you tons of $$$$ for such a condition, otherwise it's a ludicrous request. If i were you, i'd only sign for the current game and see how the cooperation works out before making any long-term commitment.
Are they obligated to sell your game, with you having penalties or an option to end they contract if they don't, or are they free to sit on these rights forever until you have a hit they want to capitalize on? That would be my big fear.
Unless you LOVE them AND they're cutting you a massive check *right now* that comfortably fuels the next several years of development, don't even consider accepting it with that clause in.
Cuz absent that you're just getting a middleman who may or may not do their PR work, but will absolutely take a slice of your profits (on top of already-hefty slices Steam etc take). And you're getting them *forever.*
I would say no. I’m not letting some asshole who’s had nothing to do with my projects development tell me that everything hence forth is theirs.
Sure you could get a lot of money but it sounds like they’ll start making you make games you do not want to make or else they will not publish it. You got a successful game and it ends in a way a sequel wouldn’t work? They would probably make you have to make a sequel to it or else no more help from them. Everything you make will be theirs or at least not something you could use in another project outside of them. This publisher or person is 100% trying to take everything you love and make it one thing: money. They don’t care about your craft. They don’t care about the passion you have with the work. A forever clause like that? They want to milk you then leave you to dry once your stuff stops making money.
"every game ever" sounds terrible.
you didnt mention a specific super huge payout for for you, despite having an infinite duration benefit for them.
Absolutely do not sign that.
Consider finding an entirely different publisher based on them even ATTEMPTING to screw you that hard.
They want 15% for uploading them to the stores? I realize that can be tedious work but that’s a big cut. I’d say hell no, offer 3% or something, or spend less than 15% of your profits on hiring an employee to do that job for you.
No skin in the race, so no opinion however I will mention that there are lots of devs/publishers/groups that often say publicly if you are about to sign something but don't know, they are willing to lend an ear and advice based on their experiences because they often want to see the industry stay healthy.
Dave Oshry, CEO of New Blood, is one of those CEOs that has openly said you can reach out to him for advice, [went and found the Twitter post to be sure](https://twitter.com/DaveOshry/status/1615506809346981889) but there are a lot of larger/established indie devs or groups that are always willing to discuss in confidence beyond just him, I just can't find their posts and don't want to throw out names for people I recall seeing it. Outside of lawyers, there are also designer-type spaces in your local community that might be able to help with direction (e.g. for Toronto Canada there is a collective called [Gamma Space](https://www.gammaspace.ca/). You might have a local place like that as well that could help).
In the same breath though, lawyer. A lawyer will be able to give you the best direction.
I saw somebody suggested it and I know owners of an indie dev studio that also did the same thing. They made a company and signed a contract with the publisher as that company. At some point, they just closed that company and opened a new one. They were not personally bound by the contract, the company they owned was bound as a legal entity.
Consult a lawyer ofc, laws in my country may be different or they may still face a lawsuit lol, but it sounds legit to me.
So you've explained what _they_ get, but what do _you_ get?
I'm of the opinion publishers are pointless and outdated in the modern era, and serve literally no purpose. In the days of yore where physical distribution and making physical copies and getting them out to stores, and the logistics of all of that matter, they were incredibly important.
Nowadays what all that is just replaced with a few button presses on admin panels? Not so much.
Publishers are rent seekers and parasites. You _do_ have the time to faff about in those stores, because you will get paid for that time. Paying someone else to do that same job, paying them a very large portion of your profits for them to do 0.000001% of the work you're doing seems like a _fucking incredible_ deal to them, and a shit deal for you.
Outside of the Dwarf Fortress story, I've never seen a story where getting a publisher ended positively for the developer, and that was just because the publishers for DF were all _massive_ fans of the game that built it up _specifically_ to help that game. That's a special case, but the mountains and mountains and _mountains_ of horror stories of publishers on this sub are not special cases.
They are the norm.
Don't be one of those stories.
Tell them to bugger off and spend a few extra hours faffing about in those stores, realize just how silly it would be if you paid a company exclusive rights and 15% to do what you just casually did, and then consider yourself lucky you didn't take said offer.
General rule of thumb with any sort of creative endeavor: NEVER sign over control of future projects, in any way. By the time the next game comes out, you may want out of that deal or come to find that it didn't actually help you at all and just cut into your profits.
If they are legit and actually see something with potential, you should be able to counter with exclusive rights to this game and dibs on any future games you want to run through a publisher. (The key difference is that you are not required to run the game through the publisher if you don't want to.)
No matter what you want to do, you need to find yourself a patent/copyright lawyer, preferably one that also does contract work. If you're doing well enough to get interest from publishers, even if you don't want to use them, you need to make sure you have your copyrights protected.
>Here's the catch. This agreement would be in effect for every game we ever make from this point on. I dream of one day landing a big contract with a large publisher for a future game. So I'm concerned: would this be a turn-off for a future publisher, who might want to control all stores where the game is sold, not just Steam and itch?
Please tell me this is a joke?
Would a big publisher want another publisher to have ANY control of your games/releases?
HELLLLLL NO. A big publisher can handle all of that would expect to handle all of that for you themselves, and expect a cut of every game sale.
Worse you now have a competing publisher that could technically undercut your primary publisher?
>This is a very good deal
No it's not.
>I don't have time to faff about with those stores
.... You don't have time to sell your game to more marketplaces that supposedly will definitely make you more sales? Hire someone to do it for you... like I don't understand the mentality of "I've proven myself on Steam and I'm going to ignore decent sized market places."
>In exchange, they get to keep 15% of whatever income we make from those stores.
You know.... look closer at this... because I have a feeling it's "what ever income you make from now on." So they do nothing and take 15 percent.
But even if it's only on those "other stores" They're doing probably 0 work for you, and getting 15 percent of sale, maybe they have a deal with humble that they know will buy your game and put it in a Humble Choice for almost no money and take 15 percent cut of that, so you get next to nothing, your game gets distributed for pennies on the dollar and they get a pay day.
By giving them control of your game on other platforms you're not sure what deal they will make which is 100 percent the problem with anything like this.
\>I'm a moderately successful indie dev in a two-person studio.
If that's even a remotely accurate way to describe yourself and your co dev, how are you asking a random bunch of monkeys on reddit for advice on whether to sign away your ability to make money with your game dev skills in perpetuity?
>Here's the catch. This agreement would be in effect for every game we ever make from this point on
It's a scam, bail out
>If things stay as they are now, this is an excellent deal that I'd be stupid not to take
No, it's a bad deal you'd be stupid to make
Any **one** red flag is a deal-breaker. Good publishers are not predatory and definelly should seek your fair benefit as well. I know your eyes are watering because *it's your first time, baby*, but you shouldn't let that make you take a bad untought bad decision'
>If things stay as they are now, this is an excellent deal that I'd be stupid not to take
You''re just excited but you don't know well about publishers. You don't even need one
Also a publisher obviously wouldn't make a big contract with you if you haven't made a mediumish game(20k copies at least). Have you?
Rather than having it open ended on every store but… I would get the agreement to specify which stores they can distribute to for you. Big publishers are going to want to push for console games where the sales are much larger. So an open ended contract for any store by steam etc will potentially encapsulate console stores.
Hi. This is a throwaway so no idea if it will get to you. But I am a small business owner who has dealt with distribution deals like this before and you absolutely have to get a business lawyer to review everything. I cannot stress this enough. There are so many little things that can screw you in contracts that you have to have a professional read. Please do that. I've saved my ass so many times by hiring a good lawyer. It will cost a lot (I pay about $460/hr) but it will be worth it.
The question and responses remind me of this blast from the past (somewhat related, but different field): https://mpg.org.uk/knowledge-bank/the-problem-with-music-by-steve-albini/
Hell no!! Go with an up and comer for the best deal!! But if you are serous right now, I will get you the personal info for the creator of Saint’s Row by Volition. Just need to know the name of your game so he knows a little about what you are working with! This is Real Talk! I wish we good luck and lots of success this year! Video games need a jump start like right now!! Need some oldies but goodies update to this time period along with mods everywhere!! And ways to bypass Sony and the ability to download all of our cloud coherent for future storage!! I am just saying that that is the least they could for us since r paid for it, by law, we have been awarded
Licenses to use this paid for content for certain time period in the future or in the present! But yet they take our software user rights away from us Likes it all theirs !’
If you only care about money, yes.
If you care about art, integrity, and liberty - or believe in the free market rewarding talent - no.
Worst case scenario, I would simply find a less predatory publisher. If they want you, you probably have something worth having. So make them meet you on your conditions, not theirs.
It's a good deal at this instant, but if you ever made a million dollar game, you could afford to hire somebody to do the publishing for you, for much less money.
Also, unless it obligates them to spend money on advertising, they will be spending pennies to earn their 15%. "Having connections" is kinda BS, platforms are not some secret thieves' guild hiding in the sewers.
And like others have said, an eternal contract is kinda bonkers.
I, personally, would feel very uneasy with the latter part of that agreement where they have publishing rights to EVERY game I would make from here on out. 15% of an upcoming game I've yet to publish? Sure. It would need to be published to as many app stores as possible and I would include a performance clause to ensure they are pulling their weight for their 15% cut and there should be a termination fee if they aren't.
I would re-word that contract to say they get first offer and viewing rights for the next 2 games but that's about it.
Remember, they aren't your friends. This is business and you lively hood!
What happens if they go belly up? Or get acquired? What's their termination clause?
As other's have said, either get a lawyer or carefully think out all the various clauses here.
I was slated to publish one of my games with nVidia Light Speed studios in China. The first draft of the contract they sent me was laughable (crappy payout cut, tight exclusivity clauses, first rights to future games.... GTFO of here LOL). I sent back numerous amendments and just as things were getting going. They went silent. Turns out China wasn't accepting western games anymore. The person I was dealing with ghosted out and left nVidia and nobody else got back to me. So yeah, be very careful in these dealings!
Good luck! Would love to see what you guys are working on and what engine you are using!
Connections are one thing, but...
[https://www.gog.com/indie](https://www.gog.com/indie)
[https://www.humblebundle.com/developer/signup](https://www.humblebundle.com/developer/signup)
These are just forms that take a few seconds to submit a game to. Steam is far more effort than this. You didn't mention any sort of marketing or promotion--just that the publisher would take your games, put them elsewhere, then take 15%. I don't know. Yes, get legal advice, but this actually doesn't sound like a good deal to me. Maybe if they're guaranteeing console launches or something... but just waiting around until you make a hit and getting money just for getting the game online somewhere other than Steam? I don't know.
Short answer, no. Don't do it. Now look, I'm not an attorney, I'm not a major businessman, I'm a self employed second generation plasterer, and I've been developing fan games in my free time for the last 9 years, mainly a high quality reproduction of Metroid Prime in 2D to learn to build a game of the caliber of 2002's game of the year, and then use my engine as a base to build my own game using my own art and concepts.
In BOTH of my business ventures however, I would NEVER, EVER, sell my soul so to speak, that's what I feel is being done when someone tries to lock you into something for life. Whats along those same lines? Timeshares come to mind. Those are notable as being a borderline "scam" that many people regret and have a hard time getting out of. This almost seems like an "inhostile takeover" so to speak, they're basically trying to control you and everything you produce. I found everything about this deal acceptable until I read "and any future games we make" they want to renegotiate the deal every few years on the existing games, that as you say, they as well as YOU, have to agree, but then why is this mutual agreement not made about these potential future endeavors?
Also, as at least one other I see has said, I have doubts of the legitimacy of the legality of such a deal, how do you take ownership of something yet to be created? Especially them saying you, as an individual. I know corporate businesses have a separate credit score, this is how Donald Trump survived many of his bankruptcies because he lost a lot on his first one, after that, he didn't go bankrupt, several of his CORPORATIONS did. It's also a known fact, you can look this up for people who were unaware, if you remember KB Toys, which shut down around 08, that was actually because Mitt Romney's company, Bain Capital, acquired KB, basically bled money from KB into executives pockets as corporate salaries, it slowly declined for years and when the 07 holiday season hit, the 07-08 recession and sales really tanked, they filed Chapter 7 liquidation and Mattel, Lego, and a bunch of other toy manufacturers are the ones that ultimately lost on that deal. If you were a corporation manufacturing games, like say Nintendo, i could see them saying for the life of Nintendo, they would have to sell thru x company, but to say a specific developer or developers at Nintendo aren't free to pursue any channels for any new, original content they themselves produce sounds insane.
I recapitulate, do not do it. You're basically selling yourself into slavery. Think of it this way, would you sign a contract saying you have to work at your current employer for the rest of your life, you can't pursue another job in your career field except thru these people. Would you do that? I sure as fuck wouldn't! So unless you plan to change career paths, don't do it. Even I being as I said, a plasterer, and a developer on the side as a potentially profitable hobby, I wouldn't want to sell my rights away, period. It would have to be like, a massive millions of dollars retirement type buyout like singers selling their discography.
It all reminds me of the Seinfeld where Kramer sells his stories to J. Peterman and then can't tell them because he sold them to this other guy and wants them back, don't be Kramer and live in regret selling your life and creativity to someone else.
Rule number 1 for contracts, never accept something in perpetuity. Put a number of years on it and negotiate it. Maybe propose 2 years of exclusive publishing rights. Also, include in the contract a pre negotiated termination clause. A lawyer should be doing this for you, btw.
I'm not a lawyer but the way you've described it, it sounds insane to consider agreeing to. Make sure they're open to negotiate then lawyer up for your response. You absolutely need limits to protect yourself and your partner.
And make sure you stand up for yourself with these negotiations. When a company wants to take every penny you earn, while binding you and your partner to them FOR THE REST OF TIME - You need to start talking percentages, timeframes, limits, and expectations from both sides.
No.
That’s an “in perpetuity“ agreement. You do not know what your future holds, but you’re essentially selling your future to someone else.
They’re preying on your fear.
All agreements should have a termination date.
I don't like the smell of this one bit.
Why do you even want to list on other stores? And how do you know it's even that difficult to do so? This company is offering to solve a problem you don't even know you have.
And a perpetual contract with each game mandatorily going for years? Most game income is made in the first year or less! Also, those storefronts take a cut to, if you get many purchases at all.You probably won't see much if any money from this even without this company.
Finally, consider what they get out of this compared to what you are going to get. To me it sounds like this company will pop up a couple storefronts for your game releases, and take their cut with very little effort.
Meanwhile, you're kicking yourself 10 years from now for all the money you got siphoned away when you could have done the research yourself.
I don't know. This all sounds so predatory and like the only winner is this company.
I think different publishers are good at publishing different games. So signing all games to them may not be good for the long run.
I would prefer to sign from game to game but may give them the first right of negotiation for future games.
Also companies would have ups and downs, and that they would have multiple games in their agenda. So they may put your game on the shelf base on their priority at the time.
But at least you have secured Steam which is where the biggest revenue for pc games at the moment. But we don't know about the future.
I agree with other posts here: this indefinite clause seems like a legal battle waiting to happen. Definitely sketchy.
Another concern I have is it's unclear what this publisher would actually do for you. How will they leverage their connections to actually generate sales? Even if there's a solid track record there, that's only one part of how a publisher should support you. If you haven't seen it, I highly recommend this dumbly-named GDC talk from Nigel Lowrie (co-founder of Devolver):
https://www.gdcvault.com/play/1023495/You-Don-t-Need-a
I'm pretty sure in some jurisdictions (like France), perpetual contracts are actually illegal. You cannot commit yourself forever to something. There is always an implied termination clause. Never hurts to have an explicit termination clause, though.
But then again, I'm not a lawyer, and you should definitely get an actual lawyer.
For a few years I have adviced publisher and investors as well as published our own and funded others games.
This deal sounds like a scam. The 15% for stores you aren't touching I've seen before but the future game thing is completely whack.
Publishers will try to get away with what they can. Remove it from the contract and send it back to them for review.
On their side they get 15% for minimal work with no risk so it's still a good deal.
I would suggest handling epic games and possibly humble store yourself. These two stores have a chance of making good money and would be wild to give 15% to someone to just put it up there.
But yeah at no point sign off future games for some small cash now. Especially since this publishers essentially has no risk in this deal. You don't have a guarantee they will do anything more than just put up the store page, which really isn't hard.
Huh. In Poland, where I live, perpetual (unending) agreements, as well as any other agreements, need to have a clause about ending them. I'm pretty sure this is the case for most countries too.
Even if you sign an agreement saying "your games are ours FOR LIFE!!!", the next paragraph needs to say "This agreement can be terminated by any of both parties at any time". If it doesn't say so - the law says so. And this makes the whole thing mute.
Every future game is suspicious. I think you're right to be wary.
You need a break clause, something to get you out of this if they end up bringing you zero value and just leech 15% of your income.
My advice would be to lawyer up and make sure such a clause is present before you sign anything.
Also be careful of any mention of them gaining IP ownership, royalties, or perpetual licenses.
If the small publisher helped you when you needed, why can't you later in life also help him and give back the trust, investment and support that he gave you in the present day? Unless he does a really bad job at promoting your games or he ever tries to deceive you, i can't see why you'd ever dump him. Just make sure that your games make any sense in that publisher's catalogue. A publisher is a brand of trust, from consumers viewpoint. Publishers like Devolver digital, etc.. with some coherence in their quality, will make your game look more interesting than a more generic publisher with less coeherence. But being up to the levels of some publishers is the type of work that only you can set as goal to achieve.
Get a lawyer and as a musician that has gone down that road with negative results, I would politely turn the deal down unless there is some serious FU money involved along with a termination clause. Good luck!
The be fair, the publisher might be trying their luck with some clauses in your contract hoping you won't get a lawyer to look at and amend it. I guess that can happen, it's vital you have your lawyer at least have a look and point out parts that would be a disadvantage for your company. e.g. is there specific but long winded complicated wording that forfeits the rights to your IP indefinitely when the publisher distributes it, etc. Locking your company out of steam for a few years is bad.
Don't be blinded and gamble your company on what seems like a "good deal". Consult your lawyer and make it one.
INAL
It sounds quite good, but I would definitely seek legal advice with a lawyer. Also, make sure the contract does have requirements for the publisher to actually ensure your success and income. For example, requiring them to invest in marketing the game and providing a steady stream of sales. Make sure you have this kind of thing around, otherwise they might just be using you to get a cut from the sales and will just move on to the next developer when the hype from the game dies out...
Advice: seek a lawyer. It seems like a good deal, but you must have a termination clause somewhere in it. Pretty sure it is negotiable, whether it’s related to time (this contract will end in 4 years, or shall be renewed with a six months notice agreed by both parties) or related to a set number of release. I’m not a lawyer, so this is not a formal advice. And is the contract to be signed by the individuals or by the company?
Agreed, now that I think about it, it seems necessary that there be some way for this contract as a whole to not just go on indefinitely. I'm a sole trader, so I would sign it both as the founder and the "company".
I’ve been in exactly this position, and we solved it with two things in the contract: 1) created a company entity that owns the game and signs away rights to current and future products. Founders are employees and if that company dissolves the contract goes with it. 2) We added an ‘ongoing marketing support’ requirement for the publisher that says they have to commit to continuously providing a small amount of paid traffic to the game. If they stop that support, we can request that the contract be severed (or they can pay the amount of the deferred marketing funds to us). Both were done intentionally to ensure we don't just give away a % forever with no benefit to us.
Smart
You definitely want to be able to exit this contract at some point. Again, I’m not a lawyer either but this would be a really good way to screw yourself if you can’t get out of it.
Check if contracts can be in effect in pertuity in your country. If I’m not mistaken it’s invalid if there aren’t clear time periods set in Australia.
Seems like you would make a studio company that has this contract not you. So any game the studio makes going forward is through them but make sure you are free to leave and start a new studio with no attachments.
Agreed. When I was in school we were taught some law. From what I remember, it’s actually common for contracts to include things that would never be legally viable. Anyone can write a contract including any conditions however if breached, the legality will be determined in court. So you could involve a lawyer to preview which conditions would be void. This would allow you to proceed with signing the contract with knowledge that some portions carry no weight. The lawyer may also be able to help reword parts of the contract to better suit you, then you can return a counter-contract. It’s more typical to see a non-competition agreement (like you said) in which you are not allowed to directly compete within the industry a few years of stopping your contract.
I'd seek the lawyer ***after*** attempting to have the publisher change that part of the contract beforehand. Save yourself money. If the publisher won't budge on that perpetuity clause, then you're wasting money on a lawyer trying to change it. edit: You guys clearly aren't actually reading what I wrote... I'm not suggesting to NOT seek a lawyer at all. I'm saying seek it after you've made your changes... but clearly before signing the contract.
>I'd seek the lawyer after attempting to have the publisher change that part of the contract beforehand. Save yourself money. No, you should always have a contact reviewed by an attorney. Legal language is tricky, and things don't always mean what they seem to mean. Save yourself some *serious* money by having it reviewed by a lawyer, rather than potentially ending up in a law suit or missing out on revenue. >If the publisher won't budge on that perpetuity clause, then you're wasting money on a lawyer trying to change it. They are likely to respond differently to a specific change request in legal language than by an uninformed request by a lay person.
Yikes... I'm being heavily downvoted for what I'm pretty sure is people just not reading what I actually wrote. I didn't say don't have a lawyer review the contract at all. I said review it yourself first and change what you see as red flags \*before\* sending it to a lawyer... because you're saving the lawyer time from having to change it anyway.
I didn't downvote, so I can't speak for them, but I do think even with clarification the advice is unsound. >I said review it yourself first and change what you see as red flags *before* sending it to a lawyer... because you're saving the lawyer time from having to change it anyway. I'm not a lawyer. Even if I see something that's a red flag, I don't have the legal qualifications to make a change that actually means what I want it to mean. Contract law is not a matter of writing something that seems reasonable. Law suits have been fought and determined based on the interpretation of a single comma. You don't necessarily save a lawyer any time by trying to address things yourself. Say you make the change yourself, and the company accepts it. Just to be safe, you have a lawyer look over it, and they tell you that your edit has some unintended negative consequence. Now you have to go back and renegotiate with the company about the changes you suggested. It's not a good look. Or the lawyer might find something else objectionable, and then you have to argue with the company about a new point after they've conceded the first ones you identified yourself. No one likes to receive a trickle of edits or issues like that.
I agree with your general take. A 15% cut for a publisher doing actual legwork and getting you more sales is a good deal. I would never sign any deal that automatically went into play for future games, let alone one without a termination clause. Have you had a lawyer review the contract? That could easily just be not understanding some aspect, or it could be a poison pill. Right of first offer is one thing that would be an issue, but this goes beyond that it seems.
Yeah, I'm reaching out to see if I can find a lawyer to take a look. I'd be happy with a right of first offer type deal, but if this reads that way I think it does, this is just ridiculous. Maybe it's a misunderstanding and I can just ask them to alter the clause in question. I'd like a lawyer to tell me where I stand first, though.
Jumping into u/MeaningfulChoices thread as they are amazing at providing replies and advice on this subreddit, and if you were approached with this deal it probably will come up again. The service you describe -- managing non-Steam storefronts, collecting everything and sending you one easy hassle-free payment -- is a market that exists already and is serviced by particular specialized companies (Genba Digital for example), that offer competitive terms. Usage of these services is pretty common, and many indie publishers do not manage the dozens of storefronts directly. Instead we pick a small handful we find particularly valuable, keep that handful under direct management, and then have Genba (or similar) handle the rest of the storefronts (they let you specify exactly which storefronts you want them to handle). They should charge a negligible share of the revenue and should not have any weird exclusivity clauses of the kind you describe.
Did you mean r/ cuz you put u/
Nah they meant the u. u/name is for usernames, aka the person before that OP was talking to before this person replied. I believe it also sends them a notification, like @username on Twitter. r/subreddit is for well subreddits.
I’m a dumb fuck and thought he meant a subreddit due to the guys name
Just blame it on needing coffee. That's what I do when I fuck up! :) Dude does have a very good subreddit sounding username.
Honestly, I probably do need some coffee due to not ever drinking any. (I hate coffee lol)
All future games until you die? That seems like an extremely predatory clause and I would never sign anything like that. A long time frame like 5-10 years is okay if you are happy with the rest of the deal, but never sign a contract that manages the work you didn't even dream of yet.
All future games? Jesus definitely get a lawyer, could be a good deal but I smell predatory and I hope none of us get caught in anything like that. I hope it all works out for you.
The publisher doing significant work for you and only taking 15% sounds too good to be true. The agreement going forever with no termination clause sounds bad, and may even be illegal. Some states explicitly make that illegal - many years ago Metallica sued their record label under a California law limiting contracts to 7 years, and many other bands did similar after. You've got one huge red flag here, and a too good to be true clause, so I'd be skeptical of the deal.
> The publisher doing significant work for you and only taking 15% sounds too good to be true. The fine detail about most of those predatory contracts: The publisher isn't actually legally required to do squat. The contracts give them *the option* to do things, the *option* to market and advertise, the *option* to publicize, the *option* to distribute, but it doesn't legally obligate them to pay a cent. Often they are written with an extremely small minimum requirement; they can meet their obligations by putting a picture of it in on their long website catalog of products that they own and show to other potential investors, just doing the bare minimum to satisfy the contract they wrote in their own favor. The good contracts have specific amounts tied to them, that the publisher will invest minimum specific amounts in various categories.
That's true of many publishing contracts, both predatory and not. The larger a publisher is, the more likely you are to get guarantees from them. There's a lot of smaller publishers out there that will offer deals like 50/50 split, they'll help with getting on the platforms, and they'll do some (mostly cheap/free) marketing for you, and there won't be any guarantees. It tends to be a good deal for devs that can't handle self publishing, but not a great deal for devs that are a little more established. I think the big thing is to look at the terms and see if any part feels really lopsided. You want a deal that feels reasonable for both sides.
1: Incorporate. 2: Sign deal in Corporation's name, not yours. 3: Corporation is bound by the Contract, you are not. 4: If Future releases under Contract seem less valuable than going it alone again, resign from Corporation and start new one. 5: Do as you like while laughing. To whom it may concern, this is a semi-joke and not intended as Legal advice.
For the benefit of anybody who might take this too seriously, and not in the humorous light it was intended, please Google the following terms: * piercing the corporate veil * implied covenant of good faith and fair dealing And then don't do this.
No, just go ask a Lawyer.
Assuming this isn't the publisher's first rodeo, I can almost guarantee you it's worded that neither his company nor he is allowed to publish outside of them. The company isn't of value to them, he, as the developer, is what's of value. Many of these things are written by well paid lawyers that have all the loopholes covered. Aside from all of that, he doesn't have a corporation right now. The agreement drawn up isn't for a not-yet-existing corporation. Even if they didn't have a clause like that, they can just retract the offer if they see he makes a corporation. What you're proposing has a 0.00001% chance of working. OP, get a lawyer.
Yeah, Corporations can't sign away future rights of Employees, only themselves. But, yes, OP needs a Business Lawyer with IP knowledge.
Yeah definitely get a lawyer if you plan on doing something like this.
Incorporation requires a Lawyer, so...
This is a neat idea, but as an individual I pay far less tax due to generous tax brackets than a corporation would. Incorporating at this point would kill my finances.
In addition to a Business Lawyer you need an Accountant as I can assure you that your Taxes take is not correct. Corporate Taxes are only owed upon profit. No profit no Taxes. Now Incorporation fees etc.. yes, those could make it unprofitable.
At the very least you should have a Limited Liability Corporation. All the finances will just pass through to you on your personal taxes, but it'll give you a level of legal protection and greatly reduce any personal risk you might have. And definitely talk to an accountant about all of this. If you're running a business like this, an accountant will know far more about tax laws than you will, and they can help you a lot. With both an S Corporation and an LLC, there are ways to reduce your taxes.
I'm not 100% sure about this so check with somebody qualified but I'm pretty sure you can elect pass-through taxation regardless of corporate form.
Nice. In my country individuals get taxed a lot more than businesses lol ...I think? That's what others say, but I've never verified that myself.
What country is that?
Not sure about OP, but freelancers in Spain get taxed even if they have no income. Meaning that becoming freelancer and not finding job for a month means you will be paying money to the government, and not receiving anything. And the only way to get money as an individual is to be freelancer.
That's messed up! Thanks for the info 👌
Canada. At least, my personal tax seems higher than the corporate tax that Google is citing (15% after a bunch of reductions that I don't understand) Someone can make min wage and still be paying more in tax.
That blows... Thanks for the info. I gotta do more research on taxes 😅
Many countries have obligatory health/pension/unemployment insurance even if you are a freelancer, so the corporate tax is much lower than burden on personal income. For example in my country it's 27.75% to get net cash from LLC versus around 43% cost to get net cash out of employment wage. There's a special case for self-employment where you pay a fixed monthly amount, but your yearly revenue has to be in a strict range from 20k to 50k euro/year to make that work. If you make more than that, you are no longer eligible and if you make less it isn't worth it because the cut is too high. Still, it's a good choice for mid-level developers. If you earn around 40-50k euro / year, the burden is only around 10-15%.
A deal with any publisher should be signed through a legal entity. Do not do it as personal. Things will always go wrong along the way. And if it is individual on the contract, they can and will come after your own personal finance, asset, etc
In that case it's very simple: don't do it. You might have a genius game idea in 10 years from now and you would be tied to a publisher who might not realize it's great or do a lousy job promoting it, etc.
Absolutely do not sign a contract locking you into anything forever. This publisher honestly sounds predatory if their contract includes something like that by default. Just as a side note, before bothering paying a lawyer to comb through the contract, you should pick out stuff like this yourself and talk to the publisher to request changes beforehand. Sometimes a publisher will absolutely not budge on something in a contract, so spending a bunch of money on a lawyer would be pointless. You should only bother with a lawyer AFTER you've already changed the contract enough to feel good about it... and that's when the lawyer can come in and catch stuff you missed.
Fuck no. No amount of money is worth being locked in forever, or losing rights to your creative material.
While I tend to agree, I assure you that there *is* an amount of money that would be worth that to me. :D It's crazy high, but it exists.
> It's crazy high, but it exists. "All of it"?
Well that would do it, but I think people could get me to stop wanting to make games with just a mere $25 million or so. Below that and I'd keep thinking I could maybe do better and it'd probably bother me forever. I wouldn't say "no" to more, though. ;)
Forever, or just until death?
I guess that depends on if I can take the money with me after I die? But then, if so, I probably need more money. So yeah, just until death.
In many countries, an anti-competition clause that would hinder your ability to make a honest living would simply be invalidated in court. If a contract you sign would force you to lose the rights to all your games, forever, and your occupation relies on making games, then either that clause (or the whole contract) could be invalidated upon unconditional contract termination from your side. PS This is not legal advice, you should speak to a lawyer in your country/state regarding its laws and precedents on the matter,
I think that's only if there's no compensation, or inadequate compensation. $25million would be adequate for someone who makes as much as I do currently. It probably wouldn't be enough for John Carmack. ;)
If you terminate the contract, I assume you would also forgo all payments from that point. Sums like this are paid over time. A judge might force you to pay some back, but it'd likely end in some settlement.
You could tell them you'll give them 20% and you'll do a trial run for one release. If it works out, you'll be open to 15% over multiple releases in the future, but not in perpetuity. Let them argue you up past that 20% if that's what they need to close. And yes, it would absolutely be a turn off for a publisher. It's hard to scrape a profit together and nobody is going to pick you up if you're handicapped out of the gate. At the end of the day you have no idea if their help will make any difference at all- there's a big chance that their gambit is to just trawl as many devs as possible with deals like this to try to draw revenue from secondary sources. They'll just be taking a chunk out of the value of all the marketing work you do/pay for for the rest of your life. They have an obligation to prove to you that their help is actually worthwhile before you commit to buying their service product for the rest of your life. You could also consider asking them to make a counter-offer that didn't include perpetuity, to see what number they'd want in that case. I'd also send some emails to other developers they work with and ask some questions. Did they ask you to sign an NDA yet? Hopefully other folks who work with them could tell you what they're really like. Also, what does "managing the income" mean? What capacity will you have to audit whether or not the 15% chunk they take out isn't bigger than they say it is? If it just means they're the ones controlling your store accounts on those stores and you can't look at the numbers yourself, how do you know they're not actually taking 75%? How much are their "connections" actually worth? Have you tried actually applying to put your games on those stores before? What if it's not that hard? Can other devs on here speak to this? This deal sounds like Machinima for game devs >I don't have time to faff about with those stores This might be the real cause of your money issues
Short answer: No Long answer: Noooooooooooooo!!!!!!!!!!!!!
Never sign an agreement for all future works. The number of artists that have regretted this decision throughout history is legion. If your current game is good enough to publish, it's good enough for them to contract just for it. MAYBE one add'l game. The last thing you want is for your games to be successful but you unable to negotiate a better deal because you're permanently locked down by a single distributer. If you're worried that your games won't be successful without this deal, then you're still shooting yourself in the foot by signing it. Make them better, don't sell out your potential profit out of fear.
You have a long track record of stable releases. You probably have an upcoming game they have vetted. Publishers are looking for three types of investments: * Stable development teams that have consistent pattern of delivery * promising games that with a little investment are likely to return well on the investment * Prolific cheap bets that have a shot at going viral and blowing up I don't know about your current work, but from a publisher POV this may be an easy win. The risk is relatively low - they only have to produce something when you have a product to sell. You have a track record of consistent sales. They're happy to absorb that lower risk investment and see if it grows into something bigger. If they make a bunch of arrangements like this, sooner or later they're going to get one big hit they can ride out, and hopefully they will break even or make a small profit on everything else. So yeah, you both want the same thing. They're fishing for something big to eventually come along and they want a piece of it. You just have to figure out if you want that stability or not at the cost of losing some of that big ticket. There's some details that are fuzzy. What does "every game" mean here? They've bought your brand? If you make a hit and they take 15% and you still own the IP but it's licensed to them for 2-3 years you are still making a lot of money and still in a position to parlay that into something else when the license expires, right? How do you end this deal if you have an IP you want to take elsewhere?
Perpetual contracts are de-facto illegal in the US and Europe, primarily due to adjacent regulations. Thus, any perpetual clause in a contract would be null and unenforceable. HOWEVER, the contract being unenforceable doesn't mean that enforcement couldn't be attempted by the publisher, and thus cost you time and money in the courts. The contract sounds good. Offer an ammendment that limits the publisher's rights to the contract term, and set the term at something reasonable (5 years?), and include an early-termination clause. That's what I would do—if the publisher isn't willing to negotiate, then stay away.
I would counter with a point of termination. It should be a time frame or a certain number of games not in perpetuity. Anytime a contract implies forever, they own you.
I'm no business expert, but even considering signing a contract with no exit clause and no end date sounds ludicrous to me.
I tend to value a lot having options. This deal doesn't not seem good to me. What is the counter part that they are offering you for owning the rights of publishing all your future games? What happens if they are not good, and you end up with less sales, less money, and less options? What happens if they reduce their workforce by 50%, thus impacting significantly their performance? Are you still stuck with them? You should get the answers to theses questions, and probably ask 10 more like these. The key here is that they will not answer this questions - you need to answer them, and get them in the contract. Once it's signed, there is NO GOING BACK. A great tip: A good contract covers the worst possible scenarios. An amazing tip: The publisher is not drafting the contract in your interest. They are drafting in their interest. You NEED to have a lawyer review it. Also, big point: Understand what is important for you out of this deal. What is non negotiable for you? Fight for that and don't sign anything that is non negotiable for you. These contracts take time, 4-6 months to get finalized. It's normal. Don't rush it or you will regret it. Sorry for the harsh language, I am trying to make sure the seriousness gets accross. I wish you the best fellow dev!
Publishers will absolutely be turned off by this. They will most likely want exclusive publishing rights for the game you’re pitching and this agreement would throw a spanner in the works for sure (if not kill the deal entirely). On another note why do they need every game in perpetuity, it sounds super predatory to me.
Casual advice: watch Behind The Music: TLC for a cautionary tale from the 80s and 90s music industry.
You've never even worked with this company on a single game before and you're considering locking yourself into a perpetual contract with them for a sub-never-have-to-worry-about-money-again amount of money? I'm not even being the least bit facetious: are you out of your fucking mind? At least get a lawyer to look over the contract before you sign your career away.
As other people said, it is probably a good idea to consult this with some expert in this kind of stuff. In my opinion, the agreement that affects every game that you make in the future sounds kinda weird. About the percentages, a 15% sounds pretty good but take into consideration that other PC stores that are not Steam won't really have a very big impact on sales (I have read for some publishers that their sales in GOG are 1% of Steam, for example). So this would be something to take into consideration, would you really be interested to be in this position for that extra income? From what you said, I understand that you are talking only about PC platform. If this included consoles I think it would be more interesting.
In addition to everything that's been said already, if you haven't yet please contact a few devs already working with them with the same kind of contract (including devs of games that weren't successful). Some publishers might seem reputable, but have some less known, less positive aspects (ignoring games that don't earn much - so you still don't earn anything from them, but also now you can't distribute them yourself anywhere, being awful with payment, errors, being late - so now you have to spend a lot of time chasing money they owe you, making mistakes constantly - damaging the reputation of your games, signing deals that damage your long tail - cheap bundles, etc...).
> This agreement would be in effect for every game we ever make from this point on. Ask about any musician ever whether that's a good deal. Don't let them dazzle you: If they are competent at what they do and don't want to fuck you over they don't need to lock you in like that, they could get your repeat business on performance alone.
A lot has been said already. One thing I would point out: unless you're a large veteran team, "publisher" work can be very nebulous. What is, *really*, their advertising work? What is, *really*, their PR work? Marketing work? How much data and market analysis are they going to feed you? And the list goes on for pages and pages. If they screw you, will you know? And what can you do about it? So when such a provider of potentially nebulous, hard to read, hard to decipher, contributions to your work is locking you in... it doesn't sound that good. They are supposed to do such a good job that you will *want* to hire them next time. It's like a general contractor. If you're very happy with their work, you're going to hire them for the next project, sure. But if you are contractually locked in, you don't know what you are going to get, and are actually incentivizing them to do very minimal and cheap work, since they can't lose you. I'm not saying it's a bad deal, obviously as most people said consult a lawyer and think things through. I'm just pointing out that at a fundamental level, whatever the contract is, whatever the % are, it may not be a good relationship, nor good incentives.
This is one of the stupidest deals you could take.
If they can't get you on platforms you aren't already able to get on I don't see the benefit. Also what you're saying sounds extremely predatory in nature. All future projects from your studio are theirs to distribute exclusively? So what happens if another dev in their world makes a similar game to your next and they don't want to publish yours because it will compete with the one they're pushing now ?
I would never sign a contract that would go on forever regardless how good it sounded.
Absolutely not. And if there is a publisher out there attempting to trick small indie devs into such a predatory contract they should be named and shamed.
No, that's a ridiculous deal. No arrangement lasts forever: that's slavery. Put a limit, either number of games or number of years. I'm really curious why you're giving them 15% to upload your game to a store, write a summary, and upload some screenshots. That doesn't sound like a publisher to me. A typical publishing deal involves a cash payment to you to pay for your future games. I think these guys sound like scammers.
No. Plain and simple. I would never sign a contract that I can't get out of for the rest of my life. That lifetime exclusivity clause is incredibly predatory and I would take it as an omen of how they'll treat you once you've signed.
IMO (not a lawyer) why not take the money now, enjoy someone else taking a bit of the burden at the expense of your very small chance of landing a big publisher in the very near future. Then, later, after you have become established with several games and have a bit of cash behind you, if you still feel like you can get a bigger deal elsewhere, shake their hand, finish the deal and move on.
This is what I thought I could do, but after looking through the contract, there is no way to terminate it. I imagine this means that it could be terminated if both of us agree to terminate it in writing, but that means they could still dig their heels in and say "No, you signed this agreement and we want it to continue." The agreement is set up so that they do not have exclusive rights on every game we make forever, but it's a bit tricky. When we release a game, there is a period during which they have exclusive distro rights. After that period, we can shake their hand and say "ok that's enough" and get the distro rights back. But for each game that we release, they still have those first (most profitable) years locked in. So if I sign it today, they'll have rights to our most recent game for a few years. But then if I don't make another game until 2050, they would then have distro rights to the 2050 game for several years after that game's release.
Oh, that's just shady waters there. Lawyer up, explain the situation. I don't think perpetual deals like this are actually enforceable but, well, I'm not a lawyer and that's what they're for!
I mean if worse comes to worse you can just start a new company.
This isn't legal advice; I don't have experience but with this but my gut instincts are to get a lawyer and contrary to others here, another lawyer on top of that. Get a second opinion is my point. My gut feeling from business ventures-past and business qualifications is that they are reaching for as much as they can get. So I wouldn't be surprised if this is just an aggressive opening salvo on negotiations *-leaves a bad taste in my opinion, because you can expect future endeavours with them to be as heavy handed.* Remember if they want your work to sell, you can fire back with your own requests. Do not be blinded or intimidated by the perceived prestige of a big publisher, they ultimately just want to make money with something you've built. The comfort of money is very attractive and I can understand it 100% why you would be tempted. You must however really consider, Is this just a way for you to make ends-meet? Is this just a way to pay the bills? Do you love your works and creations? Do you consider it your art? Your body of work? Would you feel comfortable knowing that someone has a claim over something that you poured your heart into? These are all the questions that I would be juggling. I'm reminded in part by the Stallone interview, how he was screwed over with the Rocky films. Is financial comfort appealing? Obviously. Is losing your independence and total freedom to make your own decisions worth it? I personally would find that difficult. Especially if they have some sort of authority to direct the creative / features etc... I would work with a publisher if the conditions were right, a claim on all my future works though? It's untenable. Not happening. I would work with them on an individual project basis or maybe a group of projects or a limited number, but not ALL future releases. This sounds like a good way of being shackled down for the most productive years of your life.
As a fellow moderately successful indie dev that sounds like an awesome deal. Anything off steam store is free money IMO. Steam is just so dominant.
General advice, you are allowed to negotiate, so why not offer them a couple of years to see how it goes instead? I think that kind of deal for every game I ever make would be a clear deal-breaker for me, it's also unusual and so I would question if that is what they really meant or not. I would also expect them to pay for it entirely if they wanted exclusive rights for future games, probably on a set amount per year of development to be reviewed every year or two.
Yeah, I'd sign the agreement in a flash if it had some reasonable timeframe on it, or if we had the ability to opt games in and out of it. I think my eventual course will be to negotiate towards something like that. To be honest, I wouldn't mind these folks as our publishers, so even a right-of-first-offer clause would be ok. If they paid us to make a game, it seems only right they would also get distro rights. I've emailed a lawyer so I can get this straightened out.
get a lawyer! make sure there's some sort of way for you to get out of the contract since i'm sure you don't want to be locked in it forever. if they don't agree to amend the contract with a termination clause, you'd have to walk away.
I've never heard a story about something like this where the person didn't regret taking the deal
It's a big commitment to have to keep this deal for every game in the future. If it was only the next couple years or so I would say think about it.
Is all they do distribution? Seems rather limited for a publishing deal ngl.
Hey OP I signed a very similar deal with a publisher except mine had a first right of refusal clause. I.e., I'm not allowed to go to another publisher with a deal before first approaching my current publisher with the same contract. They can sign or refuse and if they refuse I can move to another publisher. You could see if that is something this company would be willing to do.
Like everybody else is saying, I would talk to a lawyer. I'd also voice your concerns with the publisher. Surely *every* single game going forward would be understandably a bit unreasonable? Whatever you end up doing, I'd ultimately take it. It's a respected publisher, and most importantly it's financial security. That's hard to find in this space.
You 100% need a lawyer. It's difficult to assess whether the term is reasonable without knowing what you're getting for it and what protections you have. You need a lawyer to review the contract. Personally, I can't imagine a scenario in which I'd NOT tell a client to insist upon a termination right in an exclusive contract, either for convenience (ideally) or at least the option to terminate if certain performance and/or revenue milestones aren't met.
I dont understand what work they’re doing for you, just putting the game on the stores is easy
Others have said you need a lawyer and an accountant. As soon as there’s a contract, you need a lawyer. Whatever you pay a decent lawyer is peanuts compared to the money you’d be missing. I will also add this: lawyers talk to lawyers. That means if they bring their lawyer to a conversation, you bring yours. If they copy a lawyer on an email, you copy yours. Legal fees can add up, but they will be nothing compared to what you’d lose in a bad contract. Language is vulgar, but this talk explains it well:https://vimeo.com/22053820
Every game in perpetuity? I’m not sure that even enforceable. Are you 100% sure that’s what the contract says…?
Hi, be very careful with this kind of agreement! The devil is in the detail. I wouldn't sign anything that does allow you to pursue other avenues under a different name. Also, remember you aren't their employee, so no benefits. What happens if their company runs into trouble within the industry, you may be stuck into any agreement and unable to renegotiate elsewhere if events dictated so! There are other options out there! But I totally understand why you might want to agree to this deal! Regards, Russell
Give them exclusivity for a fixed period of time against an agreed minimum sales volume. If they hit it you agree to negotiate an extension of an exclusivity agreement. You never know why someone wants exclusivity. It could be they’ve just signed another deal with someone your game would crush if launched afterwards. So maybe they plan just to sit on it and not sell it.
every game ever? no. find another publisher.
So, in other words... should you sell your soul for $$$? No.
Familiar with entertainment as a manager, but more in the influencer space so definitely take my words with a grain of salt: That sounds like a bit of an iffy deal, since Steam usually is the main earner. It definitely depends on your revenue though. if you're doing above 40k sales a year this is probably not too solid of a deal, if it's above 100k, definitely just hire/get an intern to deal with getting your games on more stores. Regardless, shop around with some publishers and see if you can get a better offer/equal offer so you can verify that the pricing you got is normal for your field. 15% seems pretty reasonable. Just make sure it's not something liek post taxes, post fees etc etc where they can run ads and have that come out of your income. A lawyer should see this coming from a mile away. You might also want to open the discussion to ask why they also want all your future games too. talking to the other party and getting some amendments before a lawyer checks the contract is usually cheaper. Just be sure the other party is willing to sit through a couple revisions for that before you go down that road though
Its better to own 100% of the studio and sell 30000 copies then singing an exclusivity agreement and sell millions of copies
I am no expert on the subject, but this sounds extremely predatory. I attended a talk by Ian Livingstone and one of the things I got out was "Keep your IP" and your contract seems to go way beyond not keeping it. There are a lot of publishers out there that functions by predating small studios, so I'd be very careful. If your needs of getting a publisher are mandatory, research as much as you can about this one *(asking other studios, etc.)* and, in the meantime, contact every other publisher that ships to your target platform and try to get a better deal *(I also got this out from another talk by Rami Ismail, there's no point in cherry-picking publishers when you can just contact a lot of them at once).* And if at this point, you are only left with the contract you told us about, I wouldn't accept it as is Here is a list of over 300 hundred publishers. [https://docs.google.com/spreadsheets/d/11g8MCMFNrBM0CXIWrT8bej5vqR1fCJGMhoFfbS5ph3Q/edit?usp=sharing](https://docs.google.com/spreadsheets/d/11g8MCMFNrBM0CXIWrT8bej5vqR1fCJGMhoFfbS5ph3Q/edit?usp=sharing)
>every game we ever make from this point on. This is basically non-enforcable where I live. (stuff like, "next 5 games in 5 years on x platform" is more enforceable) This seems like a trap. Also, are conditions of future releases the same? What if they suddenly want %30 instead and if you can't come to an agreement then what? You can't release the game? There should be a termination clause. If it's a large publisher, they probably covered all their bases and know what they are doing but, termination and release clauses are a must? What if they do not like your next game do not want to publish/distribute it? Can you distribute yourself or with someone else then? Get legal help from a contract/agreement lawyer that knows the laws and regulations of the state/country you are in, but i wager they are basically going to say no.
Perpetuity is the equivalent of hell on Earth. Definitely need a break clause in there regardless of all the other benefits. What are your protections if they dont do the leg work you think they will do, or maybe only do it for select games you develop? Maybe you create something they dont like, how are you validating they are pushing it as hard as the ones they do like. You got to have outs.
You need a lawyer to advise you of course. Still this sounds like very abusive and 1-sided contract.
There is a GDC video out there that discusses publisher agreements and how to ask for changes to it from the publisher. As well as things to look out for in the contract that you should watch out for. The point that stuck with me the most from that video is that: the contract will always be drafted in the favor of the publisher because it is the employees job to do so. So expect you'll need to review and ask for changes. If the changes are reasonable the publisher will likely work with you to find a petter solution. Here is the youtube video I mentioned: [Contract Killers: What Developers Should Eliminate From Their Publishing Agreement](https://www.youtube.com/watch?v=yfrwQnqwPps)
No, do not do this for this reason > This agreement would be in effect for every game we ever make from this point on. this is conflicting with your long term goal.
>every game we ever make from this point on. Does this apply to you personally, or only to products published by your studio? For example, you could always start another studio to do other games. I mean, sure, it might seem like a dick move to publish games under other studios when you have an exclusive contract, but at the same time, sometimes it might not make sense to publish every game under the same brand. Evidently, I ANAL. Or have any professional integrity for that matter.
Im quite sure in my country agreements that you can't get out are illegal.
Lol no, this sounds more like a punishment than a deal.
Every game for perpetuity? Fuck no. Get a lawyer to 1) renegotiate this shit and 2) make sure your business is setup in a way that when you sign the contract, it applies only to that corporation and not to any of your personal work.
the problem with An exclusive agreement is theres almost always a caveat where you will end up making whatever game they say, or doign whatever they say. if you dont, youd be in breach of contract. Best thing to do is consult a lawyer.
Publishers put all sorts of stuff in contracts because many people don't do any negotiating. You definitely need a lawyer to look at the contract. They'll 100% find several things in it that no one should ever agree to and the publisher will almost certainly be willing to remove.
I have a feeling there are more catches than that one, read carefully and definitely have a lawyer read and explain every part of it to you. Is there anything to stop the publisher from just not doing anything and getting 15% of anything you make? You have to demand multiple termination clauses, in case they don't invest certain amount of money in game, time, if they go bankrupt, buy out option, time running out option etc.
It really really depends on who it is and how much faith you have that that company will accelerate your products in the future.
1. no, "forever" sounds bad 2. get an exit clause 3. lawyer up
I am not qualified to or give legal advice. You need a way to terminate the deal! What happens if this company decides to not publish the games you want them to, or indeed any of your games, at all? You would be stuffed. You will not be able to sell your own games! This happens all the time in business, it is a classic trick to get rid of the opposition.
No exit strategy sounds horrible to me.
Is this tied to your current company or you specifically? If it is tied to just your current company, that doesn't sound like a bad deal. But if it is tied to you, then that may be a bit more concerning. As others have mentioned, take the contract to a lawyer and have them go over it with you. It would be beneficially if you could find a lawyer familiar with these kinds of contracts.
For all future games too...? I hope they pay you tons of $$$$ for such a condition, otherwise it's a ludicrous request. If i were you, i'd only sign for the current game and see how the cooperation works out before making any long-term commitment.
Are they obligated to sell your game, with you having penalties or an option to end they contract if they don't, or are they free to sit on these rights forever until you have a hit they want to capitalize on? That would be my big fear.
Unless you LOVE them AND they're cutting you a massive check *right now* that comfortably fuels the next several years of development, don't even consider accepting it with that clause in. Cuz absent that you're just getting a middleman who may or may not do their PR work, but will absolutely take a slice of your profits (on top of already-hefty slices Steam etc take). And you're getting them *forever.*
I would say no. I’m not letting some asshole who’s had nothing to do with my projects development tell me that everything hence forth is theirs. Sure you could get a lot of money but it sounds like they’ll start making you make games you do not want to make or else they will not publish it. You got a successful game and it ends in a way a sequel wouldn’t work? They would probably make you have to make a sequel to it or else no more help from them. Everything you make will be theirs or at least not something you could use in another project outside of them. This publisher or person is 100% trying to take everything you love and make it one thing: money. They don’t care about your craft. They don’t care about the passion you have with the work. A forever clause like that? They want to milk you then leave you to dry once your stuff stops making money.
Have you already tried negotiating that aspect out?
r/legaladvice
"every game ever" sounds terrible. you didnt mention a specific super huge payout for for you, despite having an infinite duration benefit for them. Absolutely do not sign that. Consider finding an entirely different publisher based on them even ATTEMPTING to screw you that hard.
They want 15% for uploading them to the stores? I realize that can be tedious work but that’s a big cut. I’d say hell no, offer 3% or something, or spend less than 15% of your profits on hiring an employee to do that job for you.
you can lock it in for a period so you can renegotiate in a few years.
No skin in the race, so no opinion however I will mention that there are lots of devs/publishers/groups that often say publicly if you are about to sign something but don't know, they are willing to lend an ear and advice based on their experiences because they often want to see the industry stay healthy. Dave Oshry, CEO of New Blood, is one of those CEOs that has openly said you can reach out to him for advice, [went and found the Twitter post to be sure](https://twitter.com/DaveOshry/status/1615506809346981889) but there are a lot of larger/established indie devs or groups that are always willing to discuss in confidence beyond just him, I just can't find their posts and don't want to throw out names for people I recall seeing it. Outside of lawyers, there are also designer-type spaces in your local community that might be able to help with direction (e.g. for Toronto Canada there is a collective called [Gamma Space](https://www.gammaspace.ca/). You might have a local place like that as well that could help). In the same breath though, lawyer. A lawyer will be able to give you the best direction.
I saw somebody suggested it and I know owners of an indie dev studio that also did the same thing. They made a company and signed a contract with the publisher as that company. At some point, they just closed that company and opened a new one. They were not personally bound by the contract, the company they owned was bound as a legal entity. Consult a lawyer ofc, laws in my country may be different or they may still face a lawsuit lol, but it sounds legit to me.
So you've explained what _they_ get, but what do _you_ get? I'm of the opinion publishers are pointless and outdated in the modern era, and serve literally no purpose. In the days of yore where physical distribution and making physical copies and getting them out to stores, and the logistics of all of that matter, they were incredibly important. Nowadays what all that is just replaced with a few button presses on admin panels? Not so much. Publishers are rent seekers and parasites. You _do_ have the time to faff about in those stores, because you will get paid for that time. Paying someone else to do that same job, paying them a very large portion of your profits for them to do 0.000001% of the work you're doing seems like a _fucking incredible_ deal to them, and a shit deal for you. Outside of the Dwarf Fortress story, I've never seen a story where getting a publisher ended positively for the developer, and that was just because the publishers for DF were all _massive_ fans of the game that built it up _specifically_ to help that game. That's a special case, but the mountains and mountains and _mountains_ of horror stories of publishers on this sub are not special cases. They are the norm. Don't be one of those stories. Tell them to bugger off and spend a few extra hours faffing about in those stores, realize just how silly it would be if you paid a company exclusive rights and 15% to do what you just casually did, and then consider yourself lucky you didn't take said offer.
General rule of thumb with any sort of creative endeavor: NEVER sign over control of future projects, in any way. By the time the next game comes out, you may want out of that deal or come to find that it didn't actually help you at all and just cut into your profits. If they are legit and actually see something with potential, you should be able to counter with exclusive rights to this game and dibs on any future games you want to run through a publisher. (The key difference is that you are not required to run the game through the publisher if you don't want to.) No matter what you want to do, you need to find yourself a patent/copyright lawyer, preferably one that also does contract work. If you're doing well enough to get interest from publishers, even if you don't want to use them, you need to make sure you have your copyrights protected.
>Here's the catch. This agreement would be in effect for every game we ever make from this point on. I dream of one day landing a big contract with a large publisher for a future game. So I'm concerned: would this be a turn-off for a future publisher, who might want to control all stores where the game is sold, not just Steam and itch? Please tell me this is a joke? Would a big publisher want another publisher to have ANY control of your games/releases? HELLLLLL NO. A big publisher can handle all of that would expect to handle all of that for you themselves, and expect a cut of every game sale. Worse you now have a competing publisher that could technically undercut your primary publisher? >This is a very good deal No it's not. >I don't have time to faff about with those stores .... You don't have time to sell your game to more marketplaces that supposedly will definitely make you more sales? Hire someone to do it for you... like I don't understand the mentality of "I've proven myself on Steam and I'm going to ignore decent sized market places." >In exchange, they get to keep 15% of whatever income we make from those stores. You know.... look closer at this... because I have a feeling it's "what ever income you make from now on." So they do nothing and take 15 percent. But even if it's only on those "other stores" They're doing probably 0 work for you, and getting 15 percent of sale, maybe they have a deal with humble that they know will buy your game and put it in a Humble Choice for almost no money and take 15 percent cut of that, so you get next to nothing, your game gets distributed for pennies on the dollar and they get a pay day. By giving them control of your game on other platforms you're not sure what deal they will make which is 100 percent the problem with anything like this.
\>I'm a moderately successful indie dev in a two-person studio. If that's even a remotely accurate way to describe yourself and your co dev, how are you asking a random bunch of monkeys on reddit for advice on whether to sign away your ability to make money with your game dev skills in perpetuity?
>Here's the catch. This agreement would be in effect for every game we ever make from this point on It's a scam, bail out >If things stay as they are now, this is an excellent deal that I'd be stupid not to take No, it's a bad deal you'd be stupid to make
Any **one** red flag is a deal-breaker. Good publishers are not predatory and definelly should seek your fair benefit as well. I know your eyes are watering because *it's your first time, baby*, but you shouldn't let that make you take a bad untought bad decision' >If things stay as they are now, this is an excellent deal that I'd be stupid not to take You''re just excited but you don't know well about publishers. You don't even need one Also a publisher obviously wouldn't make a big contract with you if you haven't made a mediumish game(20k copies at least). Have you?
Rather than having it open ended on every store but… I would get the agreement to specify which stores they can distribute to for you. Big publishers are going to want to push for console games where the sales are much larger. So an open ended contract for any store by steam etc will potentially encapsulate console stores.
Hi. This is a throwaway so no idea if it will get to you. But I am a small business owner who has dealt with distribution deals like this before and you absolutely have to get a business lawyer to review everything. I cannot stress this enough. There are so many little things that can screw you in contracts that you have to have a professional read. Please do that. I've saved my ass so many times by hiring a good lawyer. It will cost a lot (I pay about $460/hr) but it will be worth it.
The question and responses remind me of this blast from the past (somewhat related, but different field): https://mpg.org.uk/knowledge-bank/the-problem-with-music-by-steve-albini/
Hell no!! Go with an up and comer for the best deal!! But if you are serous right now, I will get you the personal info for the creator of Saint’s Row by Volition. Just need to know the name of your game so he knows a little about what you are working with! This is Real Talk! I wish we good luck and lots of success this year! Video games need a jump start like right now!! Need some oldies but goodies update to this time period along with mods everywhere!! And ways to bypass Sony and the ability to download all of our cloud coherent for future storage!! I am just saying that that is the least they could for us since r paid for it, by law, we have been awarded Licenses to use this paid for content for certain time period in the future or in the present! But yet they take our software user rights away from us Likes it all theirs !’
If you only care about money, yes. If you care about art, integrity, and liberty - or believe in the free market rewarding talent - no. Worst case scenario, I would simply find a less predatory publisher. If they want you, you probably have something worth having. So make them meet you on your conditions, not theirs.
It's a good deal at this instant, but if you ever made a million dollar game, you could afford to hire somebody to do the publishing for you, for much less money. Also, unless it obligates them to spend money on advertising, they will be spending pennies to earn their 15%. "Having connections" is kinda BS, platforms are not some secret thieves' guild hiding in the sewers. And like others have said, an eternal contract is kinda bonkers.
I, personally, would feel very uneasy with the latter part of that agreement where they have publishing rights to EVERY game I would make from here on out. 15% of an upcoming game I've yet to publish? Sure. It would need to be published to as many app stores as possible and I would include a performance clause to ensure they are pulling their weight for their 15% cut and there should be a termination fee if they aren't. I would re-word that contract to say they get first offer and viewing rights for the next 2 games but that's about it. Remember, they aren't your friends. This is business and you lively hood! What happens if they go belly up? Or get acquired? What's their termination clause? As other's have said, either get a lawyer or carefully think out all the various clauses here. I was slated to publish one of my games with nVidia Light Speed studios in China. The first draft of the contract they sent me was laughable (crappy payout cut, tight exclusivity clauses, first rights to future games.... GTFO of here LOL). I sent back numerous amendments and just as things were getting going. They went silent. Turns out China wasn't accepting western games anymore. The person I was dealing with ghosted out and left nVidia and nobody else got back to me. So yeah, be very careful in these dealings! Good luck! Would love to see what you guys are working on and what engine you are using!
Connections are one thing, but... [https://www.gog.com/indie](https://www.gog.com/indie) [https://www.humblebundle.com/developer/signup](https://www.humblebundle.com/developer/signup) These are just forms that take a few seconds to submit a game to. Steam is far more effort than this. You didn't mention any sort of marketing or promotion--just that the publisher would take your games, put them elsewhere, then take 15%. I don't know. Yes, get legal advice, but this actually doesn't sound like a good deal to me. Maybe if they're guaranteeing console launches or something... but just waiting around until you make a hit and getting money just for getting the game online somewhere other than Steam? I don't know.
15% just for managing a few stores seems like too much.
Short answer, no. Don't do it. Now look, I'm not an attorney, I'm not a major businessman, I'm a self employed second generation plasterer, and I've been developing fan games in my free time for the last 9 years, mainly a high quality reproduction of Metroid Prime in 2D to learn to build a game of the caliber of 2002's game of the year, and then use my engine as a base to build my own game using my own art and concepts. In BOTH of my business ventures however, I would NEVER, EVER, sell my soul so to speak, that's what I feel is being done when someone tries to lock you into something for life. Whats along those same lines? Timeshares come to mind. Those are notable as being a borderline "scam" that many people regret and have a hard time getting out of. This almost seems like an "inhostile takeover" so to speak, they're basically trying to control you and everything you produce. I found everything about this deal acceptable until I read "and any future games we make" they want to renegotiate the deal every few years on the existing games, that as you say, they as well as YOU, have to agree, but then why is this mutual agreement not made about these potential future endeavors? Also, as at least one other I see has said, I have doubts of the legitimacy of the legality of such a deal, how do you take ownership of something yet to be created? Especially them saying you, as an individual. I know corporate businesses have a separate credit score, this is how Donald Trump survived many of his bankruptcies because he lost a lot on his first one, after that, he didn't go bankrupt, several of his CORPORATIONS did. It's also a known fact, you can look this up for people who were unaware, if you remember KB Toys, which shut down around 08, that was actually because Mitt Romney's company, Bain Capital, acquired KB, basically bled money from KB into executives pockets as corporate salaries, it slowly declined for years and when the 07 holiday season hit, the 07-08 recession and sales really tanked, they filed Chapter 7 liquidation and Mattel, Lego, and a bunch of other toy manufacturers are the ones that ultimately lost on that deal. If you were a corporation manufacturing games, like say Nintendo, i could see them saying for the life of Nintendo, they would have to sell thru x company, but to say a specific developer or developers at Nintendo aren't free to pursue any channels for any new, original content they themselves produce sounds insane. I recapitulate, do not do it. You're basically selling yourself into slavery. Think of it this way, would you sign a contract saying you have to work at your current employer for the rest of your life, you can't pursue another job in your career field except thru these people. Would you do that? I sure as fuck wouldn't! So unless you plan to change career paths, don't do it. Even I being as I said, a plasterer, and a developer on the side as a potentially profitable hobby, I wouldn't want to sell my rights away, period. It would have to be like, a massive millions of dollars retirement type buyout like singers selling their discography. It all reminds me of the Seinfeld where Kramer sells his stories to J. Peterman and then can't tell them because he sold them to this other guy and wants them back, don't be Kramer and live in regret selling your life and creativity to someone else.
Rule number 1 for contracts, never accept something in perpetuity. Put a number of years on it and negotiate it. Maybe propose 2 years of exclusive publishing rights. Also, include in the contract a pre negotiated termination clause. A lawyer should be doing this for you, btw.
I'm not a lawyer but the way you've described it, it sounds insane to consider agreeing to. Make sure they're open to negotiate then lawyer up for your response. You absolutely need limits to protect yourself and your partner. And make sure you stand up for yourself with these negotiations. When a company wants to take every penny you earn, while binding you and your partner to them FOR THE REST OF TIME - You need to start talking percentages, timeframes, limits, and expectations from both sides.
No. That’s an “in perpetuity“ agreement. You do not know what your future holds, but you’re essentially selling your future to someone else. They’re preying on your fear. All agreements should have a termination date.
I don't like the smell of this one bit. Why do you even want to list on other stores? And how do you know it's even that difficult to do so? This company is offering to solve a problem you don't even know you have. And a perpetual contract with each game mandatorily going for years? Most game income is made in the first year or less! Also, those storefronts take a cut to, if you get many purchases at all.You probably won't see much if any money from this even without this company. Finally, consider what they get out of this compared to what you are going to get. To me it sounds like this company will pop up a couple storefronts for your game releases, and take their cut with very little effort. Meanwhile, you're kicking yourself 10 years from now for all the money you got siphoned away when you could have done the research yourself. I don't know. This all sounds so predatory and like the only winner is this company.
I would put a maximum number of games included in the deal.
I think different publishers are good at publishing different games. So signing all games to them may not be good for the long run. I would prefer to sign from game to game but may give them the first right of negotiation for future games. Also companies would have ups and downs, and that they would have multiple games in their agenda. So they may put your game on the shelf base on their priority at the time. But at least you have secured Steam which is where the biggest revenue for pc games at the moment. But we don't know about the future.
I agree with other posts here: this indefinite clause seems like a legal battle waiting to happen. Definitely sketchy. Another concern I have is it's unclear what this publisher would actually do for you. How will they leverage their connections to actually generate sales? Even if there's a solid track record there, that's only one part of how a publisher should support you. If you haven't seen it, I highly recommend this dumbly-named GDC talk from Nigel Lowrie (co-founder of Devolver): https://www.gdcvault.com/play/1023495/You-Don-t-Need-a
I'm pretty sure in some jurisdictions (like France), perpetual contracts are actually illegal. You cannot commit yourself forever to something. There is always an implied termination clause. Never hurts to have an explicit termination clause, though. But then again, I'm not a lawyer, and you should definitely get an actual lawyer.
Seems pretty sketchy.. is the publisher black shell media?
For a few years I have adviced publisher and investors as well as published our own and funded others games. This deal sounds like a scam. The 15% for stores you aren't touching I've seen before but the future game thing is completely whack. Publishers will try to get away with what they can. Remove it from the contract and send it back to them for review. On their side they get 15% for minimal work with no risk so it's still a good deal. I would suggest handling epic games and possibly humble store yourself. These two stores have a chance of making good money and would be wild to give 15% to someone to just put it up there. But yeah at no point sign off future games for some small cash now. Especially since this publishers essentially has no risk in this deal. You don't have a guarantee they will do anything more than just put up the store page, which really isn't hard.
Huh. In Poland, where I live, perpetual (unending) agreements, as well as any other agreements, need to have a clause about ending them. I'm pretty sure this is the case for most countries too. Even if you sign an agreement saying "your games are ours FOR LIFE!!!", the next paragraph needs to say "This agreement can be terminated by any of both parties at any time". If it doesn't say so - the law says so. And this makes the whole thing mute.
Every future game is suspicious. I think you're right to be wary. You need a break clause, something to get you out of this if they end up bringing you zero value and just leech 15% of your income. My advice would be to lawyer up and make sure such a clause is present before you sign anything. Also be careful of any mention of them gaining IP ownership, royalties, or perpetual licenses.
If the small publisher helped you when you needed, why can't you later in life also help him and give back the trust, investment and support that he gave you in the present day? Unless he does a really bad job at promoting your games or he ever tries to deceive you, i can't see why you'd ever dump him. Just make sure that your games make any sense in that publisher's catalogue. A publisher is a brand of trust, from consumers viewpoint. Publishers like Devolver digital, etc.. with some coherence in their quality, will make your game look more interesting than a more generic publisher with less coeherence. But being up to the levels of some publishers is the type of work that only you can set as goal to achieve.
"every future game I release" Nope, nope, nope, nope, nope, nope.
Get a lawyer and as a musician that has gone down that road with negative results, I would politely turn the deal down unless there is some serious FU money involved along with a termination clause. Good luck!
can you sell the company and start a new company at some point?
The be fair, the publisher might be trying their luck with some clauses in your contract hoping you won't get a lawyer to look at and amend it. I guess that can happen, it's vital you have your lawyer at least have a look and point out parts that would be a disadvantage for your company. e.g. is there specific but long winded complicated wording that forfeits the rights to your IP indefinitely when the publisher distributes it, etc. Locking your company out of steam for a few years is bad. Don't be blinded and gamble your company on what seems like a "good deal". Consult your lawyer and make it one. INAL
It sounds quite good, but I would definitely seek legal advice with a lawyer. Also, make sure the contract does have requirements for the publisher to actually ensure your success and income. For example, requiring them to invest in marketing the game and providing a steady stream of sales. Make sure you have this kind of thing around, otherwise they might just be using you to get a cut from the sales and will just move on to the next developer when the hype from the game dies out...