It's hard to say what's fair. IP is just a very sticky subject. I use to do something similar to what you describe in your second clause in the past. The biggest problem you may have is not being able to stop the programmer from deciding to quit the project and take the code. Then you won't have an engine. That's also the thing with giving away company ownership. What if the person leaves? I bring these things up, because I've almost been burned by them.

Deferring payment is not a neccesarily a bad compensation model. My feeling is this, without money motivation is less and people may not want to stay or they may suck and you want them to leave. What happens then? Just make sure you answer that. I had to dish out money when this happened to make sure I wouldn't have IP problems later. I was not happy.

Although it is unfortunate, it seems there is little I can do to ensure 100% that the programmer will not walk off in the middle of the project, except to do a in-depth screening and interview process, and make sure we are protected as much as we can. It is a calculated risk, but what is not?

Everyone, thank you for your help in this matter. I look forward to contributing to the fourms more in the future.

I am including a copy of the agreement I developed. I would greatly appreciate any comments or corrections that would help me improve it/make it a more sound legal document.

Employment agreement

Polar Bear Development Studios, owned by Jesse Crafts-Finch, located at *** ******** **, ********
**, *****, referred to in this agreement as employer, employs __________________, of
____________________________________[address], ____________________[city],
______________[country], _________________[state], referred to in this agreement as employee, as
__________________________[job title] to serve and to perform such duties at such times and places
and in such manner as employer may from time to time direct.

Section I.

1. Employee agrees to faithfully perform the duties assigned to him or her to the best of his or her ability, to devote his or her full and undivided time to the transaction of company’s business, to make to the company prompt, complete, and accurate reports of employee’s work and expenses, to promptly remit to the company all monies of company collected by employee or coming into employee’s possession, and not to engage or be engaged or be interested in any other business that conflicts with the interests of the employer during the existence of this agreement.

2. In consideration of such service by employee, company will give due credit to employee for all work performed for employer, or in employers name.

3. This agreement shall be in effect from date of signing until it is terminated by either party at any time on fourteen days’ written notice to the other party.

Section II.

1. Definition. "Self-promotion" as used herein, whether or not reduced to writing and in any and all stages of development, shall include but shall not be limited to, all activities which relates to the disclosure of: policies and practices; files or data; artwork; concepts; software or hardware development; specifications; documentation; techniques; or related information which were directly or indirectly developed or created by employee; by method of, but not limited to, posting on web page, attaching to a resume, or inclusion in portfolio, for the reasons of creating awareness of individual ability. Disclosure may not directly result in profit for the employee. Employer reserves the right to determine what activities and or materials are included under the definition of Self-promotion.

Section III.

1. Employer to have ownership of employee’s inventions
All ideas, inventions, software, and other developments or improvements conceived or reduced to practice by employee, alone or with others, during the term of this employment agreement, whether or not during working hours, that are within the scope of employer’s business operations or that relate to any of employer’s work or projects, shall be the exclusive property of employer, with the exception that they may use said IP for Self-promotion. Employee agrees to assist employer, at its expense, to obtain patents on any such patentable ideas, inventions, and other developments, and agrees to execute all documents necessary to obtain such patents in the name of employer.

Section IV.

1. Intellectual property rights
Employer shall own the complete and exclusive license to all right, title, and interest of every kind and nature, whether now known or unknown, in and to any intellectual property, including, but not limited to, any inventions, patents, trademarks, service marks, copyrights, films, scripts, ideas, creations, and properties invented, created, written, developed, furnished, produced, or disclosed by employee, in the exception of software, in the course of rendering services to employer under and pursuant to this agreement shall, as between employer and employee, for the lifetime of the product, as designated by the employer, to which the licensed material has been created or developed for, and employee shall have no interest of any kind or nature in to any results and / or proceeds from such property, with the exception that they may use stated IP for Self-promotion.

In witness of the above, each party to this agreement has caused it to be executed on ___________________[date].

Employee Signature______________________________ Date____________

Witness Signature________________________________________Date____________


Employer Signature_______________________________________Date____________

Witness Signature_______________________________ Date____________

Quote:Original post by Anonymous Poster
All I can say is that there is no way I'd sign that agreement.

I agree. It isn't even remotely reasonable, balanced or fair. It protects only the employer but provides no protection for the employee. In addition the concept that the employee should work full time, for zero remuneration and give all ownership (and all financial rewards) to the company is simply a joke. Quite simply how are they supposed to live, working full time for free? In addition why would they bother? If they can work for you for free they can do it for themselves and keep the rewards. As it stands the employee could even have to pay to travel where the employer tells them all for no pay.

If you expect people to work for you, you have to pay them. If you have no cash you pay when the project is a success or with equity in the company or a share of any benefits derived from the IP. Only a moron would sign that contract as it is and morons don't make very good games.

Well, I'm glad I'm getting feedback. However, I wish some of it would be... more constructive?

I have explained that it will not be possible for this project to make money once it is complete. We are making a two hour, single player demo. For there to be any actual financial rewards, we would have to put a lot more time and effort into it.

I need to take out the "full time" part, so thank you for pointing that out. Our team members only spend 5-10 hours a week on the project.

Also, part of what I have been asking is "how" do I protect my team members. I do not have the money to go to a lawyer to construct a tailored agreement, which is why I have taken a stock agreement, and attempted to alter it so that "employees" get undisputed rights to use their work in self promotional means. That is why I have been asking for help on these fourms.

Thanks for the feedback so far everyone! I hope we can find a satisfactory solution.

If this isn't a commercial venture then why do you need an employment contract? Simply have everyone sign a cross-licensing agreement stating that everyone else working on the project can make use of their IP for non-commercial purposes (use in their portfolio).

Quote:Original post by Obscure
If this isn't a commercial venture then why do you need an employment contract? Simply have everyone sign a cross-licensing agreement stating that everyone else working on the project can make use of their IP for non-commercial purposes (use in their portfolio).

I was not even aware that this was a option (limited knowledge of Business Law). Thank you for pointing this out to me, as it seems like path to follow in order to protect everyone involved.

I have not yet learned how to quote multiple posts, but I would like to thank the last poster on his comment on my inconsistant statements, as well as my contract post giving Polar Bear ownership of IP. Being "greedy" is natural when you have invested such a large amount of time in a project. Sometimes it just takes a little nudge from a outside observer to regain the correct path, so thank you.

I would also like to explore the idea of splitting shares in the company (which would only be valid if the project went commercial, and the member brought it through to completion). However, again, what percentage of shares would be given to whom is a difficult question. My initial inclination would be to take average pay rates for each position in the industry, and then use them as a percentage of the whole. Do you have suggestions for alternate strategies?