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synth_cat

my first game-publishing contract

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Is it normal for contract signing to proceed thus . . . A publishers sends the developer a .txt contract, the developer prints it out, the developer signs it, the developer scans it, the developer sends the .jpg back to the publisher, the publisher prints it, the publisher scans it . . . ? I just wanted to know if this is usually how it's done. [Edited by - synth_cat on July 19, 2007 10:41:18 AM]

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No, I haven't done it that way before. But it's perfectly valid and binding. What's your problem with it? Worried that the other party doesn't have the wherewithal to pay you, if they don't have a more usual way of sending contracts back and forth? [Edit] Or worried because neither party apparently can afford a fax machine? What's your concern exactly?

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Thanks tsloper!

I don't really have any concern - it's just that I'm new to this whole thing and I want to be sure I'm doing fine.

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Well, I definitely can't afford a lawyer, but I've looked pretty closely at the contract myself.


That's a huge warning sign right there.

Go spend the $50 to $200 to get it reviewed by a competent lawyer.

A skilled and reputable lawyer might read it once, decide that nothing is wrong, and send you a very small bill. Or he might decide that something IS wrong, and invite you in for a longer chat and review of the details.

If he finds anything wrong with it, you will save yourself much more than the cost of the lawyer visit in the long run. If everything goes right you won't have any worries and know that the money was well spent in avoiding future headaches.

Just call around to a few local tech business lawyers, ask how much they would charge to review the contract and look for problems, and go with the best bid. If it means skipping fast food for a few weeks, or even eating ramen for a month, it is much better than potentially spending thousands or tens of thousands later on.

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Would you also recommend that I get a formal copyright? When I asked about that before, people tended to tell me it was a pointless thing to do, but if it's worth the trouble to have a lawyer look at a contract for you, then I'm not so sure.

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Would you also recommend that I get a formal copyright? When I asked about that before, people tended to tell me it was a pointless thing to do, but if it's worth the trouble to have a lawyer look at a contract for you, then I'm not so sure.


I see two questions there, one is about registering your copyright, the other is having a lawyer look at a contract.


Registering your copyright is very inexpensive, but it only buys you the ability to litigate any future copyright claims without paying the more expensive expedited registration fee.

For homebrew indie works, I would recommend against registration unless you honestly fear that a major corporation is going to copy your work, or honestly believe that you will spend the hundreds of thousands of dollars required to fight eventual copyright claims in court.

For larger works that go through professional publication or other widespread commercial release, I would recommend for registering the copyright up front since it is inexpensive and you are much more likely to eventually assert your rights in court.



For the contract issue ...


By entering in to a contract, you are legally binding yourself to perform (or not perform) certain actions, in exchange for actions (or inactions) on the other party.

Contracts can cancel out many of your legal rights, both implied and explicitly codified. That means you might end up accidentally or unwittingly removing legal remedies you could have enjoyed, which could have been trivially prevented if you had a lawyer review it.

Contracts often have both specific and general penalties built in. For example, if you fail to meet some requirements you may be required to pay a specific amount of money. For general penalties, a lot of contracts state that certain damages as "presumption of irreparable harm" to the company. In other words, they say that even if you didn't actually harm them, you are agreeing that a violation will automatically count as a complete permanent harm to them. This generally is interpreted as having to pay for whatever damage would be done to the company forever even if the details aren't proven -- and that is expensive.

A good lawyer will be able to point out any potential pitfalls or dangerous wordings. I have personally seen one company fall prey to this when the requirement was that the other side "may" do something rather than being required to do it. That one overlooked word was a big factor (but not the only factor) in the company closing shop.

Contracts are not for when things go well. When they go well, the contract stays in a drawer and nobody looks at it. Contracts are for when things go bad. When somebody has to pull out the contract, you can know that they will be nit-picking on every detail and every single word.


Contracts are enforced in civil court, which is expensive and time consuming. Contracts are interpreted by a single judge, and they have to go off the actual written agreement rather than your understanding of the agreement. Further, the publisher probably has exponentially more financial and legal resources than you, and if they take you to court could easily bankrupt you or force you to settle with them in the hope that you can continue your business. The sad truth is that startups usually fail when faced with this type of lawsuit.

Your contracts should be reviewed by a lawyer, at least once. A skilled experienced lawyer should be able to read it carefully and explain the ramifications to you in around five minutes per page, more or less.

{edited to add some details and an example}

[Edited by - frob on July 17, 2007 3:48:10 AM]

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Again, thanks! I needed to hear that.

Yes, you did. Do make sure your lawyer approves the wording on the contract before you sign it. Good luck with the project.

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