If you are a game publisher, where do you start to create a board game contract to sign that game you're excited to create? Today I'm talking about contracts between publishers and game designers.
I'll focus on what we do for our contracts and leave a lot of the basic definitions and other options we don't use to other blog posts that do a great job, such as:
Game design contracts by James Mathe
Many legal topics by James Mathe (halfway down talks about contracts)
This contract is written from the perspective of a business in the United States. If your business if based outside of the US, you should give this contract a really thorough review before using it.
Please note that I am not a lawyer and what is listed below is my own perspective based on paying lawyers for advice and years of reviewing legal documents. I am happy to help answer any questions via this blog or email (games [at] piecekeepergames.com) but consider hiring a lawyer as needed.
Board Game Contract - License Agreement Overview
Here is our contract template.
We use this contract as the starting point to license games from game designers. Feel free to use this contract and modify it as you see fit. I'll summarize at a high level what each section of the contract covers and draw your attention to all the places you need to modify for your own use (i.e. sections labeled "Edits Needed" or "Edits Optional" and the specifics are highlighted in yellow in the contract).
Top Paragraph - Edits Needed
Identifies the parties signing the contract - the publisher and designer - and lists the addresses for both parties.
1. Definitions - No Edits
Defines several keywords used throughout the contract (e.g. "Game," "Expansions," "Merchandise," and "Product"). It is normal to define other keywords in other sections of the contract as well - which ours does.
2. License Grant - No Edits
Allows the publisher to produce and sell the game and other physical products related to the game. Since most publishers don't want to commit to making a digital version of a game at the start, it also grants the publisher the exclusive right to later agree on terms to create a digital version of the game. If you're set on making a digital version from the start, you should probably address it now.
3. Duties - Edits Optional
Defines what rights the designer has in the creation of the game, expansions, and related games. Designers may want to negotiate on the terms here, which are often inversely correlated with the amount of money owed the designer (i.e. more rights = less money and less rights = more money). If you want to give the designer a different number of copies of a game or merchandise when you first produce it (we give 5 copies of a game and 2 copies of merchandise), you can modify that here.
4. Fees - No Edits
Although reference, the actual payment structure (both advance and royalties) is defined on Exhibit A. This section establishes the timing of quarterly sales records, accompanying payments, and audits of publisher's financial records.
5. Term and Termination - Edits Needed
Defines timeline to publish game initially and how long the initial contracts lasts. To protect the designer, publisher must sell X units per X months to retain the license for the game. Defines ways the contract may end and who retains rights to the game design, artwork, and IP created by the publisher when the contract ends.
6. Warranties - No Edits
Legal speak that the game designer has the right to license the game to the publisher without infringing on rights of others.
7. Indemnification - No Edits
Legal speak to protect the other party if your actions result in a lawsuit against the other party.
8. Limitation of Liability - No Edits
Legal speak that the business venture may not be profitable and the other party isn't owed money as a result of that.
9. Confidentiality - No Edits
Promises to keep confidential things secret.
10. Governing Law/Jurisdiction - Edits Needed
Defines how to settle contract disputes. Currently defines arbitration in the publisher's home state as the method of resolving disputes. You would do well to pick the district court that serves your county and your county courts as the possible venues.
11. Miscellaneous - No Edits
States that agreement transfers to another entity in the case of a buyout/bankruptcy/etc. Also states some common sense (that things not written in the agreement don't count and the agreeement doesn't create a joint business venture). Importantly, it confirms that digital signatures are acceptable.
Signature Block - Edits Needed
Add information for both parties. Then you must both sign and date to make the agreement official.
Exhibit A - Edits Needed
Defines the financial terms of the contract and the name the designer wants on the game box (although the name is a smaller item that could be addressed separately). You may consider adding additional compensation clauses under the royalties section. Our last two contracts both looked a bit different in this regard. Presumably, you'll just use this contract for worldwide and all language rights. If you're using this contract to license a game already published in another language or country, you should probably use a different template.
Feel free to ask Kirk any questions in the comments or email email@example.com.
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