# My contributor's agreement - feedback? And feel free to reuse!

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Looking at various contributor agreements out there, from Valve's Team Fortress 2 to Apache Foundation, I drafted a plain-language one for my game. I'd appreciate it if you guys could have a quick look and let me know if there's anything I blatantly missed / erred on. And feel free to re-use!

In a nutshell: it's a non-commercial game (which will hopefully have commercialized sequels) and I have no problem with artists reusing the art they create as a portfolio or in other projects, *provided* they do not end up giving an exclusive license to someone else that would retroactively affect the game and force us to pull it down in the future.

Concern / Question: is it wise to leave profits completely out for now? Should I provisionally provide some basic split (i.e. Company keeps x%, rest is distributed equally among all contributors) JUST in case?

Contribution Agreement

Thank you for your interested in contributing to the game! The purpose of this agreement is to establish and clarify the relationship and intellectual property licensing rights between XXX ("Company") and a person or entity ("Contributor") when submitting a contribution ("Contribution") for the XXX video game ("Game"). Please read it carefully and submit a signed and scanned copy to XXX@XXX.com.

The Game, currently a non-commercial, non-profit venture, is accepting voluntary Contributions in multiple areas such as graphics, writing or art. There is no compensation for submitting a Contribution and Company may or may not choose to use it in the final Game as it sees fit. If the Company chooses to distribute the Game including the Contribution for a fee, it may set the price for such distribution in its sole discretion, and a separate agreement explaining the Contributor’s share of the profits and payments would be drafted.

By submitting a Contribution, the Contributor grants the Company a worldwide, non-exclusive, perpetual, irrevocable, no-charge, royalty-free, assignable right and license to a) use, copy, reproduce, distribute, sell, lease, rent, publicly display, publicly perform, modify, and create derivative works from the Contribution in any media, b) identify the Contributor as the source of the Contribution, and c) sublicense these rights, to the maximum extent permitted by applicable law.

Once submitted, Contributor may request that his Contribution be removed from the Game or any related media, but Company is not obligated to do so and may choose to keep using the Contribution with the terms outlined above.

However, the Contributor retains the right to use the Contributions as they wish, even in the context of another game. This Agreement does not grant the Contributo any rights to any other Company materials or the finished Game.

Types of Contributions
Contributions include but are not limited to any product, design, document, text, writings, artwork, image, drawing, photograph, animation, texture, video, musical composition, audio, sound effect, audiovisual work, files created by 3rd party tools (such as graphml created with yEd Graph Editor), proprietary files used by the Game and its engine, or any other files and assets used in creation of the Game or being distributed with the Game to the end users.

Confidentiality and Non-disclosure
The Company may choose to share "confidential materials" regarding the Game with the Contributor, such as design documents, development binaries of the Game and its tools, files and assets used by the Game, other Contributions, development and marketing plans, timelines, policies, strategies etc.

By accepting this agreement, the Contributor also agrees not to copy, share, lease, rent or distribute any such "confidential materials," take any screenshots, or disclose any information regarding the game, its assets, story, characters, gameplay, mechanics etc. to any 3rd parties besides themselves, unless given explicit written permission by the Company.

Changes to the Agreement
This Agreement is subject to change. Company will do its best to notify all Contributors every time changes are made to this Agreement. Company will not knowingly change the terms of the Contribution without attempting to notify the Contributors. All Contributors are subject to the most current agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed.
You                                                               Company
Name:  _______________________                                             _______________________
Date:  _______________________                                             _______________________
Signature: _______________________                                             _______________________

Any thoughts/feedback? Edited by Koobazaur

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1. Hopefully this was an oversight --- You limit payment to a specific game, but you grant yourself perpetual ownership to use it over any project, not just that game.
2. Your relationship section is incorrect for a submission or contribution agreement.  Just pointing out that this is NOT a collaboration agreement.
3. Your copyright symbol is bizzare.  It should not be there, and if you intended it to mean something you need to fix it.
4. "You" is poorly defined for anyone but a single person.  It does not cover companies, groups, or other collective contributors.
5. There are no remedies to the contribution agreement portion; they only appear to cover the NDA segment.
6. The initial contributions segment is awkwardly worded.
7. "Europoean Union consumers"?  What are those, exactly?  Looks like a copy/paste error.
8. Your NDA segment says it is because you "wish to explore a business possibility", which is contrary to the statements immediately before it.
9. Your NDA segment applies only to The Game, not to anything else.  Just like #1 above, this is another critical flaw.

I'm not a lawyer and I can already find multiple nasty flaws.  I'm sure a qualified attorney could find many more issues with it.

An agreement is only valuable if you have the ability to enforce it.  If you do not have the money to hire an attorney now (for roughly $150 or so) you definitely won't have the money to actually enforce the agreement. In summary: It shows that you are not doing business in a professional way, and it destroys whatever credibility you may already have. #### Share this post ##### Link to post ##### Share on other sites I wouldn't make it relate to just the original contribution. Do you live in California? Unless there is a Californian law you like its best to make the law of the state the company/you live in. #### Share this post ##### Link to post ##### Share on other sites An agreement is only valuable if you have the ability to enforce it. If you do not have the money to hire an attorney now (for roughly$150 or so) you definitely won't have the money to actually enforce the agreement.

Out of curiosity and an interest in something I will likely be exploring in the near future, I'm curious about a seeming contradiction on this topic in the forums here.  Specifically, it seems to be the opinion of those in the know that any collaboration at all should have some sort of agreement in writing.  I would even say the impression I get is that any agreement in writing is better than no agreement at all.  Is that fair to say?

In this post, I understand your critique of the document presented just fine.  I am just struggling with how one should proceed if they intend to go forward with some kind of informal, non-commital partnership with someone else.  Sure, I could afford to hire a lawyer for a $150 fee to write something up for me, but at the same time, if I was going to start putting money into my project out of my pocket, I can't say hiring a lawyer to write a collaboration agreement would be near the top of my priorities list. To summarize, I understand that the legal system is tricky, and protecting one's self, one's project, and one's potential investment in said project are all important. I just feel like there should be some middle-ground type of agreement between having no arrangement at all, and having a legal professional endorsed document, whereby I could collaborate with someone else without having to seek legal help. Is this just plain not feasible? #### Share this post ##### Link to post ##### Share on other sites 1. Hopefully this was an oversight --- You limit payment to a specific game, but you grant yourself perpetual ownership to use it over any project, not just that game. 2. Your relationship section is incorrect for a submission or contribution agreement. Just pointing out that this is NOT a collaboration agreement. 3. Your copyright symbol is bizzare. It should not be there, and if you intended it to mean something you need to fix it. 4. "You" is poorly defined for anyone but a single person. It does not cover companies, groups, or other collective contributors. 5. There are no remedies to the contribution agreement portion; they only appear to cover the NDA segment. 6. The initial contributions segment is awkwardly worded. 7. "Europoean Union consumers"? What are those, exactly? Looks like a copy/paste error. 8. Your NDA segment says it is because you "wish to explore a business possibility", which is contrary to the statements immediately before it. 9. Your NDA segment applies only to The Game, not to anything else. Just like #1 above, this is another critical flaw. I'm not a lawyer and I can already find multiple nasty flaws. I'm sure a qualified attorney could find many more issues with it. An agreement is only valuable if you have the ability to enforce it. If you do not have the money to hire an attorney now (for roughly$150 or so) you definitely won't have the money to actually enforce the agreement.

In summary:  It shows that you are not doing business in a professional way, and it destroys whatever credibility you may already have.

Better to have something in writing signed by each party  than nothing or a he said she said situation.  So if it comes down to going with a self drafted Agreement or none due financial constraints, draft an agreement yourself. There are a lot of laws to fill in gaps in an agreement they don't always work but something is better than nothing.

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An agreement is only valuable if you have the ability to enforce it. If you do not have the money to hire an attorney now (for roughly $150 or so) you definitely won't have the money to actually enforce the agreement. Out of curiosity and an interest in something I will likely be exploring in the near future, I'm curious about a seeming contradiction on this topic in the forums here. Specifically, it seems to be the opinion of those in the know that any collaboration at all should have some sort of agreement in writing. I would even say the impression I get is that any agreement in writing is better than no agreement at all. Is that fair to say? In this post, I understand your critique of the document presented just fine. I am just struggling with how one should proceed if they intend to go forward with some kind of informal, non-commital partnership with someone else. Sure, I could afford to hire a lawyer for a$150 fee to write something up for me, but at the same time, if I was going to start putting money into my project out of my pocket, I can't say hiring a lawyer to write a collaboration agreement would be near the top of my priorities list.

To summarize, I understand that the legal system is tricky, and protecting one's self, one's project, and one's potential investment in said project are all important.  I just feel like there should be some middle-ground type of agreement between having no arrangement at all, and having a legal professional endorsed document, whereby I could collaborate with someone else without having to seek legal help.  Is this just plain not feasible?

It's feasible, what there seems not to be is  common used standard collaborative forms in this situation.  If there was an indie developer association, they would be a great place to head something up like this.  Just like how real estate forms that are used for purchase and sale agreements for residential property are standardized and  maintained by the real estate association of a given state.

Edited by tboxx

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1) Specifically, it seems to be the opinion of those in the know that any collaboration at all should have some sort of agreement in writing.  I would even say the impression I get is that any agreement in writing is better than no agreement at all.  Is that fair to say?

2) I am just struggling with how one should proceed if they intend to go forward with some kind of informal, non-commital partnership with someone else.  ... I can't say hiring a lawyer to write a collaboration agreement would be near the top of my priorities list.

3) To summarize, ... some middle-ground type of agreement between having no arrangement at all, and having a legal professional endorsed document, whereby I could collaborate with someone else without having to seek legal help.  Is this just plain not feasible?

1) Correct.  An oral agreement is legally binding but weak.  A written agreement is also legally binding and much stronger.  Assuming the group actually succeeds at creating something of value, there is a very high likelyhood that somebody will feel slighted by the money they get.  If it succeeds in any significant way and there is no written agreement, there is a good chance it will go to court.  Even if the money involved is a few hundred dollars, the $20 or whatever your local small claims court requires is such a small barrier that it is easy to sue. Without a written agreement, a judge will listen to the oral arguments of 'he said - she said', and then likely split the money right down the middle. 2) If you are unable or unwilling to get a proper collaboration agreement written, the next best thing (very distant 'next') is to get a plain-language agreement written. In plain language describe what you are doing, who will be in charge of the assets when someone leaves, the distribution of funds if it becomes successful, and so on. 3) Yes, you can write your own document. Even when written in plain language it is legally binding. The problem with a legal template like the one in the original post can cause problems. This leads directly to the other reply: Better to have something in writing signed by each party than nothing or a he said she said situation. So if it comes down to going with a self drafted Agreement or none due financial constraints, draft an agreement yourself. There are a lot of laws to fill in gaps in an agreement they don't always work but something is better than nothing. No, it is not better than nothing. It can actually be WORSE than nothing. When a document is written in "plain language", basically a combination of emails and other informal writings, that is still legally binding. The final interpretation is up to a judge. Because it is written in plain language the judge can consider the intent of the statement. If it is clear that you intended one thing but actually wrote something slightly different, the judge can interpret it according to intent. When a document is written in legal jargon, it is also legally binding. However, the judge is NOT free to interpret it based on plain language intent. If the document only assigns three rights and does not specifically assign a fourth right, then that fourth right is withheld. The judge cannot assume it was an oversight, and must proceeded exactly as written. Many locations will limit the value of plain language agreements to something like$50,000, assuming that if something is of that much value you would have been competent enough to get a lawyer to draft it for you.

If you are not a lawyer and you want to make a written agreement, use plain language to clearly state the intents of the agreement.

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Fantastic responses.

Many locations will limit the value of plain language agreements to something like $50,000, assuming that if something is of that much value you would have been competent enough to get a lawyer to draft it for you. Limited in what way? That the person suing can only recover up to ~$50k (or whatever the limit) owed? Which party is limited?

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Fantastic responses.

Many locations will limit the value of plain language agreements to something like $50,000, assuming that if something is of that much value you would have been competent enough to get a lawyer to draft it for you. Limited in what way? That the person suing can only recover up to ~$50k (or whatever the limit) owed? Which party is limited?

The first example that comes up in Google:

This act shall be known and may be cited as the Plain Language Consumer Contract Act.
...
(b) Exclusions.--This act does not apply to the following:
(1) Real estate conveyance documents and contracts, deeds and mortgages, real estate certificates of title and title insurance contracts.
(2) Consumer contracts involving amounts of more than $50,000. (3) Marital agreements. (4) Contracts to buy securities. (5) Documents used by financial institutions, which financial institutions are subject to examination or other supervision by Federal or State regulatory authorities, or documents used by affiliates, subsidiaries or service corporations of such financial institutions. (6) Contracts for insurance or insurance policies. (7) Contracts subject to examination or other supervision by the Pennsylvania Public Utility Commission or by the Federal Energy Regulatory Commission. (8) Commercial leases.  In other words, for this state, plain language contracts are allowed for almost anything you could use a contract for. You can use plain language agreements for everything except those few items. If your usage is excluded, a formal legal agreement is required. Edited by frob #### Share this post ##### Link to post ##### Share on other sites 1) Specifically, it seems to be the opinion of those in the know that any collaboration at all should have some sort of agreement in writing. I would even say the impression I get is that any agreement in writing is better than no agreement at all. Is that fair to say? 2) I am just struggling with how one should proceed if they intend to go forward with some kind of informal, non-commital partnership with someone else. ... I can't say hiring a lawyer to write a collaboration agreement would be near the top of my priorities list. 3) To summarize, ... some middle-ground type of agreement between having no arrangement at all, and having a legal professional endorsed document, whereby I could collaborate with someone else without having to seek legal help. Is this just plain not feasible? 1) Correct. An oral agreement is legally binding but weak. A written agreement is also legally binding and much stronger. Assuming the group actually succeeds at creating something of value, there is a very high likelyhood that somebody will feel slighted by the money they get. If it succeeds in any significant way and there is no written agreement, there is a good chance it will go to court. Even if the money involved is a few hundred dollars, the$20 or whatever your local small claims court requires is such a small barrier that it is easy to sue.  Without a written agreement, a judge will listen to the oral arguments of 'he said - she said', and then likely split the money right down the middle.

2) If you are unable or unwilling to get a proper collaboration agreement written, the next best thing (very distant 'next') is to get a plain-language agreement written.  In plain language describe what you are doing, who will be in charge of the assets when someone leaves, the distribution of funds if it becomes successful, and so on.

3) Yes, you can write your own document.  Even when written in plain language it is legally binding.  The problem with a legal template like the one in the original post can cause problems.  This leads directly to the other reply:

Better to have something in writing signed by each party  than nothing or a he said she said situation.  So if it comes down to going with a self drafted Agreement or none due financial constraints, draft an agreement yourself. There are a lot of laws to fill in gaps in an agreement they don't always work but something is better than nothing.

No, it is not better than nothing.  It can actually be WORSE than nothing.

When a document is written in "plain language", basically a combination of emails and other informal writings, that is still legally binding.  The final interpretation is up to a judge.  Because it is written in plain language the judge can consider the intent of the statement.  If it is clear that you intended one thing but actually wrote something slightly different, the judge can interpret it according to intent.

When a document is written in legal jargon, it is also legally binding.  However, the judge is NOT free to interpret it based on plain language intent.  If the document only assigns three rights and does not specifically assign a fourth right, then that fourth right is withheld.  The judge cannot assume it was an oversight, and must proceeded exactly as written.

Many locations will limit the value of plain language agreements to something like \$50,000, assuming that if something is of that much value you would have been competent enough to get a lawyer to draft it for you.

If you are not a lawyer and you want to make a written agreement, use plain language to clearly state the intents of the agreement.

When I say something is better than nothing I am implying that a plain lanague agreement would included.  I disagree about stringing together something from emails.

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