Would this contract work?..
Author
As you, [Your name] _______________ reads this you fully understand that you will not sell,
claim or use without permission any of digital, traditional, conceptual art and literature work/property that is not your own. As [Team name] _____________ and people who work under [Team name] ____________ Will not sell, claim or use without permission of [Team name] _______________ digital, traditional and conceptual art and literature work/property that is not their own.
You will also need to be permitted by the project director(s) to show any digital,traditional and conceptual art and literature work/property to the open public,internet or any source of traditional or digital media that the public or other persons may see.
As you sign below you agree to the following terms and conditions.
Signature: _________________________________
Date: ____-____-_______
The contract is suppose to be made so that the people im working with wont steal my artwork or any concepts, If there is any suggestions on what i should add or fix, Anything would be helpful- Thanks.
Unfortunatly, I suspect the only way to answer this for sure will be to ask a lawyer. And don't forgot, what works in one country might not work in another.
Warning right off the bat: I am not a lawyer and all that.
It may be clear to you what you mean, but this text is far too vague and nowhere near clear enough. What it says right now is something along the lines of "you agree not to steal" - you don't need a contract to get people not to steal, your stuff is protected by copyright anyway. What you want is perhaps an NDA in order for them not to show or talk about your stuff at all. You may also want a contributor's agreement that specifies joint copyright ownership or transfers the copyrights of contributed items to you.
Also, among other things, I see no mention of: real name and adddress of both parties, fees/penalties for violation, etc. Such a contract will work only as long as both parties are not in dispute, but as long as you are not in dispute it's just a piece of paper collecting dust anyway. When a dispute arises, the contract needs to be crystal clear so that you can go back and say clearly, "we agreed on this and this". The less clear the contract, the more trouble you will have enforcing it. You can do one of two things:
It may be clear to you what you mean, but this text is far too vague and nowhere near clear enough. What it says right now is something along the lines of "you agree not to steal" - you don't need a contract to get people not to steal, your stuff is protected by copyright anyway. What you want is perhaps an NDA in order for them not to show or talk about your stuff at all. You may also want a contributor's agreement that specifies joint copyright ownership or transfers the copyrights of contributed items to you.
Also, among other things, I see no mention of: real name and adddress of both parties, fees/penalties for violation, etc. Such a contract will work only as long as both parties are not in dispute, but as long as you are not in dispute it's just a piece of paper collecting dust anyway. When a dispute arises, the contract needs to be crystal clear so that you can go back and say clearly, "we agreed on this and this". The less clear the contract, the more trouble you will have enforcing it. You can do one of two things:
- The "more expensive now, cheaper in the long run" route - get a lawyer to draft a non-disclosure agreement and/or contributor's agreement for you. As a sub-point of this, I've seen a "game developer's toolkit" that includes most of the game dev business/legal documents you'll ever need and was made by one of the posters here. This could potentially save you some money but the best route is still getting professional legal advice on an individual basis.
- The "cheap now, more expensive in the long run" route - google "non-disclosure agreement" or "non-disclosure agreement template" or "contributor's agreement" and see how others do it. For instance, I found this one right away. Sun also has a contributor's agreement licensed under cc-by-sa so you can take it, modify it, share the result, and credit Sun.
Quote:Original post by zurikuThis is already guaranteed by copyright law, no need to include it in a contract. However, it could be worth reminding people you work with about what copyright law lets them do and what is forbidden.
As you, [Your name] _______________ reads this you fully understand that you will not sell,
claim or use without permission any of digital, traditional, conceptual art and literature work/property that is not your own. As [Team name] _____________ and people who work under [Team name] ____________ Will not sell, claim or use without permission of [Team name] _______________ digital, traditional and conceptual art and literature work/property that is not their own.
Quote:You will also need to be permitted by the project director(s) to show any digital,traditional and conceptual art and literature work/property to the open public,internet or any source of traditional or digital media that the public or other persons may see.Very badly worded. At the very least, you can reword this as "you may not distribute any [...] without written permission from [legal entity]". Consider getting an NDA : with your current wording, if you showed me your documents then I could not publish them, but I could publish an article explaining what your story is about and how graphics look like.
The issue is more than merely non-disclosure of team secrets. It's also about team ownership. Ownership is probably the single largest factor in indie team discord. That and who's supposed to do what, and expectations between team members about what's to become of the game if and when it's done.
A good collaboration agreement should cover all these issues in a thorough and professional manner.
http://www.gamedevkit.com/
http://www.underdevelopmentlaw.com/contracts/
http://www.igda.org/columns/lastwords/lastwords_archive.php
A good collaboration agreement should cover all these issues in a thorough and professional manner.
http://www.gamedevkit.com/
http://www.underdevelopmentlaw.com/contracts/
http://www.igda.org/columns/lastwords/lastwords_archive.php
Author
Well as of right now i'm basically graduating from high school, and i'm going to be doing a bit of moving and working on the game over the summer.. So in some ways i wont be able to get a job as soon as i'd like But we plan to try and get the game out at the end of the summer so it's sort of chaotic.
One of the reasons i need to make this contract, is because a programmer (who's in his thirties) all the way from Finland contacted me and so it's been a little sketchy at first but he seams trustworthy, He actually offered to do the whole contract set up.
So since i have no money i'm trying to make a contract be the best option that i have right now.
But i will continue to look at all of these sources, I just want to find something simple enough but to actually have some power, But i'm guessing i wont find anything of the such lol.
One of the reasons i need to make this contract, is because a programmer (who's in his thirties) all the way from Finland contacted me and so it's been a little sketchy at first but he seams trustworthy, He actually offered to do the whole contract set up.
So since i have no money i'm trying to make a contract be the best option that i have right now.
But i will continue to look at all of these sources, I just want to find something simple enough but to actually have some power, But i'm guessing i wont find anything of the such lol.
Quote:Original post by zuriku
......He actually offered to do the whole contract set up...
Be very careful about signing a contract prepared by someone else - they often turn out to favour that other party to some greater or lesser degree. It is important that you review a contract carefully and that you fully understand it before signing. If you don't understand it you will need to get a lawyer to review it - don't simply accept what the other party tells you. If you sign the contract without understanding it you could have serious problems in the future.
Author
Oh no- he didn't offer 'a' contract, he just said if i wanted we could try and find and set up a contract, Yeah i totally get what you mean by that.
A couple of quick explanations of what people have already said you need, and why there are a few problems with your contract:
a) a non-disclosure agreement prohibits one or both parties from disclosing confidential and proprietary information. The terms "confidential" and "proprietary" are legal terms of art-- they refer to trade secrets and information maintained secret by the parties because that information is in itself valuable in the marketplace, even if traditional intellectual property laws do not protect them. The nature of the information you want to keep confidential MUST be disclosed in the agreement itself, whether by exhibit/schedule (i.e., an integrated document attached to the contract and a part of the contract by reference).
b) a collaboration agreement sets forth the nature of your relationship with the contributors-- it designates leadership and control over the project, ownership of IP, terms of termination, distribution of potential profits, etc.
c) There are several problems with the example you posted: 1) it doesn't designate ownership the IP in question-- it simply says if he doesn't "own" it he can't claim it as his. The problem with this is Copyright's treatment of joint authorship, a situation where all contributors are deemed "owners" for purposes of your agreement, unless an agreement states otherwise. In other words you need to make clear who owns what and how before you can tell a collaborator that they can't sell anything they don't "own"-- because a collaborator could reasonably argue that they are co-owners of anything they contributed to; 2) your non-disclosure agreement is a little vague. It doesn't designate that only your content is "confidential", and code may be considered a literary work. 3) You have 0 boilerplate-- no termination clause, no reps and warranties or indemnification protecting yourself in the event that your collaborator is simply ripping off another programmer, etc., no survival clause designating what clauses survive in the event of termination, no designation of attorney's fees (under common law each party is responsible for their own-- in contract, you can designate that the winner is entitled to attorneys' fees)... In short it's incredibly sloppy and, if confronted by any competent attorney, would be ripped apart by virtue of being non-sensical and unenforceable (lack of bargained-for consideration is the most obvious problem-- EVERY contract requires consideration [payment in some form, even if it's another promise] to be enforceable).
You need an attorney to draft it. Sorry.
a) a non-disclosure agreement prohibits one or both parties from disclosing confidential and proprietary information. The terms "confidential" and "proprietary" are legal terms of art-- they refer to trade secrets and information maintained secret by the parties because that information is in itself valuable in the marketplace, even if traditional intellectual property laws do not protect them. The nature of the information you want to keep confidential MUST be disclosed in the agreement itself, whether by exhibit/schedule (i.e., an integrated document attached to the contract and a part of the contract by reference).
b) a collaboration agreement sets forth the nature of your relationship with the contributors-- it designates leadership and control over the project, ownership of IP, terms of termination, distribution of potential profits, etc.
c) There are several problems with the example you posted: 1) it doesn't designate ownership the IP in question-- it simply says if he doesn't "own" it he can't claim it as his. The problem with this is Copyright's treatment of joint authorship, a situation where all contributors are deemed "owners" for purposes of your agreement, unless an agreement states otherwise. In other words you need to make clear who owns what and how before you can tell a collaborator that they can't sell anything they don't "own"-- because a collaborator could reasonably argue that they are co-owners of anything they contributed to; 2) your non-disclosure agreement is a little vague. It doesn't designate that only your content is "confidential", and code may be considered a literary work. 3) You have 0 boilerplate-- no termination clause, no reps and warranties or indemnification protecting yourself in the event that your collaborator is simply ripping off another programmer, etc., no survival clause designating what clauses survive in the event of termination, no designation of attorney's fees (under common law each party is responsible for their own-- in contract, you can designate that the winner is entitled to attorneys' fees)... In short it's incredibly sloppy and, if confronted by any competent attorney, would be ripped apart by virtue of being non-sensical and unenforceable (lack of bargained-for consideration is the most obvious problem-- EVERY contract requires consideration [payment in some form, even if it's another promise] to be enforceable).
You need an attorney to draft it. Sorry.
This topic is closed to new replies.
Advertisement
Popular Topics
Advertisement
