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Game contracts?

Ok so im writing an NDA and Asset, Termination and Payment Contract for teammates to sign and I think they’re fair and shouldn’t contain any loopholes but what do you think? I decided to write my own because the official one, although very professional, are very wordy and can be hard to understand. I tried to keep mine written in formal english and to the point.

Here is the Asset, Termination and Payment Contract this contract basically says that if you make us assets they are property of creator and distributor unless you quit or desert the team in which case your assets become ours and you dont get paid, but you still get credited for the creation, this is written like this so that if anything happens to the creator we can still move foreward with the project without interruptions, because someone as vital as say a programmer or character modeler or asset modeler etc, quitiing on you would devistate your project especially one thats large and complex such as mine, especially if they had most of the work done, starting over would not be good, this contract protects us from that mess.

THUNDER MOUNTAIN GAME STUDIOS ASSET, TERMINATION AND PAYMENT CONTRACT
Version 1 – 11/03/2011
Version 2 – 12/21/2011
Version 3 – 5/8/2014

This contract states the terms of business while working for Thunder Mountain Game Studios.

SECTION ONE: DEFINITION OF ASSETS

Assets can include anything that is created for any of our games or company, this includes but is not limited to: weapons, levels, textures, scripts, vehicles, sounds, characters, animations, software etc.

S1 Part A - Ownership of Distributed Assets

A distributed asset is any asset that you have made and has been sent to us. By sending us assets they become mutual property. Mutual Property means that while working with Thunder Mountain Game Studios, assets are property of the creator and TMGS unless Section Two Parts A – C apply, in which case asset rights are transferred from mutual ownership to distributor(TMGS) only.

S1 Part B - Asset Rights

Even though assets sent to us become our property, you still retain the rights to be paid for the assets you create through some form of post launch compensation (eg. royalties (see Section 3 Part A - C) ONLY IF Section 2 Parts A - C DO NOT apply. However even if Section 2 Parts A - D apply to you, you will still be credited as their creator(s). These rights will NOT be violated by us.

SECTION TWO: CONDITIONS FOR TERMINATION

S2 Part A - Termination

If you prove to be an unproductive member of the team, are persistently rude, degrading or hurtful to fellow team mates you will be warned ONCE to stop, if you persist you will be terminated from the project and will never work for us again.

S2 Part B - Desertion

If we do not hear from you within 2 weeks and we have attempted to contact you 3 times, you are assumed to have deserted the team and will be officially terminated from the team forever.

S2 Part C - Extended Absences

Here at TMS Games we only want dedication, we understand that people have lives to live and they have jobs to do, but if you make a commitment to us it is expected to be kept. If you say your going to help and we don’t hear from you for several weeks at a time you will be warned. You get THREE warnings. After that you will be fired from the team. We expect you to keep in frequent touch with us at least once a week and inform us of what is going on with the assets you are creating. If you have a busy schedule we need to know that as well. We are more than willing to make exceptions for people who are very busy.

S2 Part D - Voluntary Termination

If you are unable to continue working with us due to personal issues or disinterest, please let us know. However all parts in Section One still apply. If you have persona troubles and cannot continue working you will still be payed for the work you have put in.

SECTION THREE: PAYMENT

S3 Part A - Royalties

Currently, royalties are the only form of payment that we offer. We cannot and will not negotiate any other form of payment types.

S3 Part B - Distribution of Payment

Payment will be distributed through Pay-Pal ONLY. We do not send check’s or wire money.

S4 Part C – Payment Calculation

Payment will be calculated based on assets used in the game and the amount of work put into them. All payment will be calculated by someone with experience in handling large scale payment distribution to ensure fair distribution in gross generated income.

I ____________________________________ agree to all terms and conditions above.

This is the NDA, strictly for verbal, written and typed information pertaining to the project. I’m not so confident on this one, is there anything missing? I dont think its strong enough any suggestions?

THUNDER MOUNTAIN GAME STUDIOS NON DISCLOSURE AGREEMENT

This Non Disclosure Agreement is a mutual agreement between Thunder Mountain Game Studios and _______________________ for the purpose of preventing the unauthorized disclosure of written, typed, or verbally communicated confidential Information as defined below.

  1. Definition of Confidential Information.

Confidential information includes but is not limited to information that pertains to Thunder Mountain Game Studios ongoing projects such as story, ideas, design document info, art

  1. Use of Confidential Information.

Confidential information may only be made public with express written permission of TMGS Project Managers. Confidential information may only be discussed with other TMGS teammates. Confidential information can be made public by any TMGS project manager at any time. Some confidential information may be released for team member recruitment purposes.

Section 2 parts B and C are the same thing, remove one.
You need to define what attempts of contact are and how long they have to respond to those attempts.
You need to define what mutual ownership means, in terms of what you are allowed to do with the content and what they are allowed to do with the content.
Need to check your wording of Section 2 A, sounds like the requirements for termination are all of those things rather than any one of those things.
Royalties are not a payment, they are a percentage that they receive according to terms. So it would be like, they get 2% of net profit or something like that. The other option is that they get paid a certain amount based off the work that they do, and they would get that money from profits made after the game is released.
Your NDA only covers the release of text information, which means if they have things like screenshots or even a game build they could put those out there and your NDA doesn’t prevent them.

That’s just a few things I noticed. Stuff can get very technical and you can end up having to brainstorm many situations for how things can go, it depends on how deep you want to get into it and how much you trust the people your working with. If you really want to make sure that you won’t get screwed by someone you’re better off getting some kind of legal services to help write up a contract, because as you can see it can be pretty easy to find small wordings to get around things.

Ok i updated them both, how do they look now?

THUNDER MOUNTAIN GAME STUDIOS EMPLOYMENT CONTRACT
Version 1 – 11/03/2011
Version 2 – 12/21/2011
Version 3 – 5/8/2014

This contract states the terms of business while working for Thunder Mountain Game Studios.

SECTION ONE: ASSETS

Assets can include anything that is created for any of our games or company, this includes but is not limited to: weapons, levels, textures, scripts, code, vehicles, sounds, characters, animations, concept art, software etc. This section just lets us know that if you quit or are terminated that you will allow us to use the created assets.

S1 Part A - Ownership of Distributed Assets

A distributed asset is any asset that you have made and has been sent to us. By sending us assets they become mutual property. Mutual Property means that while working with Thunder Mountain Game Studios, assets are property of the creator and TMGS unless Section Two Parts A – B apply, in which case asset rights are transferred from mutual ownership to distributor(TMGS) only. Under Mutual Property, TMGS is allowed to use assets in current and future projects/other media for commercial and/or non commercial purposes, but is not allowed to individually sell assets for sale. The creator is not allowed to sell, publicize, or give away assets that are under Mutual Property.

S1 Part B - Asset Rights

Even though assets sent to us become our property, you still retain the rights to be paid for the assets you create through some form of post launch compensation (eg. royalties (see Section 3 Part A - C) ONLY IF Section 2 Parts A - B DO NOT apply. However even if Section 2 Parts A - C apply to you, you will still be credited as their creator. These rights will NOT be violated by us.

SECTION TWO: CONDITIONS FOR TERMINATION

This section discusses conditions for being terminated from the team.

S2 Part A - Termination

If you prove to be an unproductive member of the team, are persistently rude, degrading or hurtful to fellow team mates you will be warned ONCE to stop, if you persist you will be terminated from the project and will never work for us again. Here at TMS Games we only want dedication, we understand that people have lives to live and they have jobs to do, but if you make a commitment to us it is expected to be kept. We expect you to keep in frequent touch with us at least once a week and inform us of what is going on with the assets you are creating. If you say your going to help and we don’t hear from you for several weeks at a time you will be warned. You get THREE warnings. After that you will be fired from the team. After not hearing from you for 2 weeks, we will contact you once every other day, we will do this three times and if you do not respond, we will terminate you. If you have a very good reason as to why you could not contact us we will consider letting you back on the team. If you have a busy schedule we need to know that as well. We are more than willing to make exceptions for people who are very busy.

S2 Part B – Violation of Section Four

Violating Section Four can result in termination depending if the release of information was done voluntarily or accidentally through no fault of their own. If release of information was done voluntarily or maliciously then you will be terminated from the team.

S2 Part C - Voluntary Termination

If you are unable to continue working with us due to personal issues or disinterest, please let us know. However all parts in Section One still apply. If you have persona troubles and cannot continue working you will still be payed for the work you have put in.

SECTION THREE: PAYMENT

S3 Part A - Royalties

Currently, royalties are the only form of payment that we offer. We cannot and will not negotiate any other form of payment types.

S3 Part B - Distribution of Royalties

Royalties will be distributed through Pay-Pal ONLY. We do not send check’s or deposit in bank accounts.

S3 Part C – Royalty Calculation

Payment will be calculated based on assets used in the game and the amount of work put into them. All payment will be calculated by someone with experience in handling large scale payment distribution to ensure fair distribution in gross generated income.

SECTION FOUR: CONFIDENTIAL INFORMATION

This section covers the release of information while working for us.

S4 Part A – Releasing Confidential Information

Only Thunder Mountain Game Studios CEO’s are allowed to release confidential information without written consent. All team members must get written permission to disclose confidential information of any kind. Any information that has already been made publicly aware may be spread freely.

SIGNATURE

I ____________________________________ agree to all terms and conditions above and fully understand that this contract is effective immediately after submission.

THUNDER MOUNTAIN GAME STUDIOS NON DISCLOSURE AGREEMENT

This Non Disclosure Agreement is a mutual agreement between Discloser (Thunder Mountain Game Studios) and Recipient (Anthony Myers) for the purpose of preventing the unauthorized disclosure of written, typed, or verbally communicated confidential Information as defined below. This agreement is ONLY for entering talks about business that is being conducted or business that will be conducted in the future. Before developing content for TMGS you must sign the TMS Games Employment Contract.

DEFINITION OF CONFIDENTIAL INFORMATION

Confidential information means information relating to the projects and business practices of Thunder Mountain Game Studios, this includes but is not limited to, financial information, data, software, project designs, pricing information, product plans.

USING CONFIDENTIAL INFORMATION

A party that receives Confidential Information under this Agreement (“Recipient”) may use the Confidential Information only for the purpose of internal evaluation of whether to enter into a business relationship with the party that discloses Confidential Information under this Agreement (“Discloser”). The Recipient may not use for its own benefit or otherwise disclose any of the Confidential Information of the Discloser for any
other purpose.

EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Recipient’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Recipient; (b) discovered or created by the Recipient before disclosure by Discloser; (c) learned by the Recipient through legitimate means other than from the Discloser or Discloser’s representatives; or (d) is disclosed by Recipient with Discloser’s prior written approval.

OBLIGATIONS OF RECIPIENT

Recipient shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Discloser. Recipient shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Recipient shall not, without prior written approval of Discloser, use for Recipient’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Discloser, any Confidential
Information. Recipient shall return to Discloser any and all records, notes, and other written,
printed, or tangible materials in its possession pertaining to Confidential Information immediately
if Discloser requests it in writing.

PROPRIETARY RIGHTS

Neither party to this Agreement acquires any intellectual property rights
or any other rights under this Agreement except the limited right to review the Confidential
Information set forth. The parties agree that any disclosure or review of intellectual
property and any related documentation in connection with this Agreement shall not constitute
notice, nor shall the facts or circumstances relating thereto be admissible as evidence, for any
purpose, including in connection with any litigation or other proceeding involving the alleged
infringement of proprietary rights. This provision shall be binding upon any successors in
interest to the parties’ respective intellectual property.

Discloser Recipient

Chay Hawk _____________________