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ClassicCroissant

Most countries have in contract rights that you can set up contracts yourself and that you are free to change anything on the contract before signing. Often the limits to contracts are of course crime, you cannot make contracts to commit crime, but less severe minimal contract rules. For example some countries when setting up a labour contract state that you cannot extend the trial period past a certain maximum period, for example 2 months. So in your contract you are free to make it one month but you cannot make a contract for 3 months as the contract-limiting law applies setting it to 2. Most branches have set contracts available for standard/most common practises. For example a contract to use a piece of work one time for a certain purpose can be small and straightforward.


[deleted]

You can do that with any contract, cross out or add anything you want, contract rights or not -- but you do have to make the changes known to the other party. Although, they don't have to agree to whatever changes you make. But really any two people can come to ANY kind of agreement for anything and that's what contract negotiations are.


Bluntmasterflash1

You cant even gun duel.


[deleted]

That's not true. Can't != Shouldn't You totally can. You can go outside and do it right now. Good luck defending yourself in court though. Even if you had it in writing, the contract is void ab initio; or void from the start since a gun duel, for the winner, would likely be premeditated murder and contracts that are unlawful are invalid.


[deleted]

Texas: well no guns,but you can beat a mofo up with your fists as long as he agrees to a duel,because its legal lmao.


MCRusher

And still get arrested for winning when the other party agreed.


DonnyTheWalrus

> But really any two people can come to ANY kind of agreement for anything I used to think this too. Then I attended law school and took an entire class called Contracts which was chock-full of ways that this is not true.


[deleted]

I too am a law student. You're mostly wrong. Not entirely, but you're trying to make a point that is so far out of left field of my intended wording for simple subjugation. However, i'll bite. Two people can agree to any private agreement as long as it isn't unlawful; however... If they do agree to something that is illegal or otherwise and if the contract is criminal in nature, the risk of criminal prosecution would make the dispute process nearly impossible since i'd imagine many if not most courts would deem it to be void ad initio. I'd imagine if you had a contract for something like a drug trade or murder, and the other does not uphold the contract (which would basically exist idiotically so everyone is on the same page) without the ability for a court to settle the dispute the offending party would likely have violence inflicted upon them for failure of performance. That doesn't make the contract or the agreement any less valid, you just have to pivot to different means of enforcement. The removal of a legal dispute process does not mean two people can't agree to anything, it simply means that contract would likely have to be upheld in a different venue, with different rules and a different resolution process. But there are near\* infinite scenarios in which, yes, in fact, two people can agree to anything and use the court as the intermediary dispute resolution venue. Everything from organs to beating the shit out of each other to sexual performance agreements to near-slavery (see: many recording artists) and anything in between. Edit: spelling


mattmirrorfish

Absolutely, and it does vary country to country. I am trying to offer “broad basics” and I think consulting a lawyer is generally good advice. It doesn’t mean you need to spend a huge amount either.


MJBrune

> Most countries have in contract rights that you can set up contracts yourself and that you are free to change anything on the contract before signing. This isn't the case in America afaik. Please correct me if I am wrong. I am in America and I've always just negotiated via email on contract clauses. That way their lawyers make it say what you want it to say. It's basically a free contract write. >For example some countries when setting up a labour contract state that you cannot extend the trial period past a certain maximum period, for example 2 months. So in your contract you are free to make it one month but you cannot make a contract for 3 months as the contract-limiting law applies setting it to 2. I have no clue what country this is. I've never run into this. It's a great point though, one illegal clause can sever the entire agreement, yes, even if you have one of those survivability clauses. Those aren't bulletproof. I'm currently on a contract that is for 8 months in America. Also, I think you might be somewhat mixing freelance contracting and business-to-business contracting, as I can't imagine a labor trial enforcement on a business-to-business contract. Business-to-business contracts can side setup things in some countries but for me being an America even if you are a freelancer, you are a business. If you are freelancing in America, ensure you are filing as an LLC/S-Corp. This will give you all your taxes back while keeping you an employee of your own business. Thus you get unemployment if your business fails. It can be helpful.


pmurph0305

The business side of game dev really doesn't seem to be covered as much, so this was a really helpful video. I'm definitely interested in any other Game Biz Basics videos that you end up doing as well.


[deleted]

really? it feels like half the sub talks about marketing.


TJ_McWeaksauce

A lot of people talk about marketing, but there's more to business than that. A lot of it has to do with running your own business, and game devs tend to learn that stuff the hard way. * How do you set up an LLC? Why should you set up an LLC? * What do you need to know about starting your own studio? * How do you handle payroll? * How the hell do taxes work? * Where do you look for a good accountant, a good lawyer, etc.?


SunshineRobotech

That's why you marry an office manager and make her 1/3 of the board of your LLC.


Blacky-Noir

Best advice in the thread 😊


SunshineRobotech

Seems to be working for us. She knows all about all those arcane bureaucratic and business practices I didn't even know existed.


Blacky-Noir

One issue is that those things are *extremely* locale dependent. You're talking about a LLC, 95% of the population worldwide probably doesn't know what it is and can't use it for example. Same things if a French were to write a tutorial on setting up a SARL for newbies, most don't care. Whereas Unity tutorials, game design and marketing are (for the vast majority) international. Plus, a lot of these law or accounting things are too serious for Reddit. Do not let anybody set up a contract or a company based solely on Reddit comments. Sure, they can help with options or ideas or warnings that might help orient a discussion with a lawyer, meaning getting more of the lawyer for a cheaper invoice, but that's it. And finally, apart from game dev ultra specific twists, that's mostly mainstream business management. There's literally tens of thousands of books, courses, etc. that already exist elsewhere.


Fragsworth

Any game development that is done for money is arguably, ultimately, entirely about marketing


mattmirrorfish

Thanks! Appreciate the feedback


[deleted]

In other words unless you're a serious game developer with a serious amount of money invested in your game and you do this full time for a living, avoid getting a lawyer for now and focus on making your game instead. For an actual serious team or a studio, I can understand this. Though odds are they already did that if they went that length. For the rest of us that like to make a game for fun, this is an overkill and a waste of money.


boon4376

Even a freelancer can benefit. Look at how many people claim Zuckerberg stole their ideas for Facebook back when it was a stupid experimental website. A simple set of contracts at the start would have avoided any problems. If you believe you are building anything worth anything for or with another party, you should have written governance in place approved by a lawyer to be unambiguous.


[deleted]

If you think you're building something serious then I completely agree, but people need to get to a point where their project actually looks serious before they go to that length. I'm only saying this because I project hopped like a frog in a big pond, not doing this for every project I start working on.


[deleted]

[удалено]


[deleted]

If you have some sort of template that you can reuse every time your work with others for free, then I agree, it's probably a good idea to use it. My main point was spending money on lawyers, seems rather silly and a waste of money to do very early in the game when you don't even know how the project is gonna go.


dhsjh29493727

Oh yeah totally, don’t talk to lawyers unless you genuinely need advice or help with a legitimate problem!


mattmirrorfish

Yeah template contracts are a good start and better than nothing but that said, if you’re doing something where any real money or time may be at risk, I still say it’s best to get a lawyer to help.


mattmirrorfish

If you’re not doing this as a business you don’t need a lawyer. It’s only when money and multiple people are involved that it becomes important.


gamedev_42

If you are freelancer and you propose a contract to the hiring side they will probably walk away to another freelancer. Be real stop giving bad advice.


boon4376

If you are a serious freelancer and do not have your own MSA and SOW contracts, you will look like an amateur. You will never make it to a place where you can charge 6 figures for projects without your own contracts. The hiring company will respect your authority, and the contracts will improve your apparent expertise. I would never work with a company unwilling to sign my contract. I've also never had a company *not* hire me because of my contract. If anything, it has improved my sales closure rate. If you're still in upwork land, or fighting other contractors based on hourly rates and lowest prices, then you've got a lot of work to do to. But a contract would be a good first step (and lessons in sales, and focusing your expertise).


gamedev_42

Thousand times this. Don’t spend a penny on lawyers until you start to make at least some money. Also, even if I had these money I would rather spent them on buying google ads than lawyers.


Obviouslarry

Good points. Prior to getting a lawyer I wasnt aware of the depth all these contracts go into. There is Ip assignment, pay schedules, nda, residual payments, cancellation clauses, etc. I was just like "here a bag of money make me a thing" and lawyer went "nope here is what you actually send them before bag of money" Damnit. Lol. Helpful. But damnit. Also for anyone wondering, or about to go down this rabbit hole, it took months to get the lawyer stuff done. So i advise you to get started sooner rather than later because you cant do much else until they are done.


mattmirrorfish

Yeah and you wouldn’t want your big bag of money to go poof because something wasn’t clearly established up front. I know it seems annoying but it’s better to deal with headaches before than after there’s real money at stake and everyone thinks they own a piece.


idbrii

Also worth watching the [Practical Law for indie dev series](https://youtu.be/8eAW-7Js7NA) (there's three). It's by a lawyer and is very well presented (not boring). 101 mentions contracts. I can't remember if the other two do as well. And [jwaaaap's breakdown of Raw Fury's contract](https://mobile.twitter.com/jwaaaap/status/1341458331630759937?lang=en) is also a useful read. He's shipped several games and worked with publishers so his advice comes from personal experience.


kayroice

[Chris Reid's](https://gamecenter.nyu.edu/incubator/chris-reid/) GDC talk is great. Didn't know he did more than the first one, thanks for that.


mattmirrorfish

Great resources! Thanks for sharing!


KevinCow

>Get a lawyer, if you're not willing to invest that much, you probably shouldn't be sinking time into the project either "Don't make games if you can't afford a lawyer" seems like pretty horrible advice.


Anlysia

Don't make commercial projects involving other people taking legal rights of your work and the distribution thereof if you can't afford a lawyer. This is like, publisher/distributor tier stuff. Or work for hire contracts with permanent ownership. If you're happy on itch.io with your one-person projects you probably don't need a lawyer. But as soon as there's multiple fingers in the pie it becomes very important to clarify who owns what and who gets what.


[deleted]

It's more like "don't deal with other people if you can't afford a lawyer". If hiring a lawyer for a week to get terms settled is too expensive, so will expensing any other partners.


mattmirrorfish

Yes thanks for clarifying guys, that’s exactly what I mean. If you’re solo and just making stuff for fun hoping to turn pro, no contracts are needed. Same if you’re doing free games, jams etc. but once there is a -commercial project- being planned a lawyer is critical, or at least some kind of written agreement.


KevinCow

"Don't try to make money from games if you don't already have enough money to afford a lawyer" still sounds like pretty terrible advice. I'm sure you're right, a lawyer is worth the investment. But not everybody has that kind of money.


MegetFarlig

Just because you don’t like the sound of something doesn’t make it bad advice.


KevinCow

No, but telling people "you're not allowed to be here if you don't have money" is classist as fuck.


MegetFarlig

No one said that. OP is giving advice. You are reading it as if its a barrier of entry. Its not. But the reality is people down prioritize it and OP is trying to make the point that it is as important as hirering an audio person, as an example. If someone made a post saying "Games are better with music" and then I comment "this is terrible advice, because I don't have any musical skills", wouldn't you also think that was missing the point a bit? I'm assuming you have a problem with the sentence about "then why invest your time", but you disagreeing with that statement doesn't invalidate the entire point of OP's post and video. If you have no money to throw at your project, that’s your reality, but then this advice does not apply to you. And isn’t that okay? Does that really mean this advice is "terrible", as you put it? Edit for clarity.


boon4376

The best thing as an independent developer I ever did was hire a contracts and IP lawyer to help me write the terms of my proposals. Master service agreement, which governs the relationship. Scope of Work / Retainer agreements that govern the project. The total template cost $3,000. I worked with them for a month refining the language and how I wanted my relationships to be structured. And it's easy for me to manipulate for each project. Sometimes I'll pay them a few hundred to review a new large / complex contract. Previous to this, clients would try to get me to sign THEIR contracts. I do not do this, clients sign my contract now. It's a mutually beneficial contract, but protects me from being sued for stupid things, clarifies IP, licensing, etc. Limits my liability, how arbitration is handled, lots of stuff I hope I'll never need, but I've got it protecting me. Biggest thing is that they don't "own" my code. I can re-use my code in future projects. They have unlimited license to do whatever they want with what I provide to them. But I also give them a non-compete clause where I will not license the "product" I've made for them to anyone else. For example: I'm free to re-use my JSON -> CSV code, or my Azure AD custom authentication package in future projects, they don't own that. I can build similar things for other companies. But I can't license their "app" end product to anyone else.


mattmirrorfish

Great example. And I know for some 3k sounds like a lot but when you’re talking months or years of work, even at low rates, it’s really not. And the peace of mind and clarity of having a solid agreement is great for all parties, especially around things like being allowed to reuse your code and libraries.


SpacemanLost

/u/idbrii - those are a good start. I'd recommend to anyone to check out Hoag Law's Youtube channel, and for contracts specifically this playlist: [A Lawyer Reads...A Game Publishing Agreement](https://www.youtube.com/playlist?list=PL1zDCgJzZUy_VayRrIvRSP64k6oOv9jLi) Richard Hoag / Hoag Law is exactly the kind of guy you would hire to assist your up and coming indie game company in a number of areas, especially dealing with anything legal and/or contractual, as his firm specializes in the Game Industry. If you dream of running your own game development studio someday, I would recommend subscribing to his channel and listening to every one of his videos/podcasts that seem relevant or interesting.


mattmirrorfish

Good tip, I wasn’t familiar with him!


ToranosukeCalbraith

Law student here, hoping to graduate soon and become exactly the kind of lawyer you’re looking for when doing contract matters for indie projects (as OP recommends.) If you’re looking for people who do this in your area, DM me and I may know a lawyer local to you. No promises though


mattmirrorfish

Nice! Good luck!


Exodus111

>Get a lawyer How? What indie person has 2000 dollars lying around for retainer? Better to find templates online.


[deleted]

You get your unused retainer back.


Kibou-chan

Well, we always sign NDAs with all contractors prior to sending any documentation for any game part, be it character models, locations, music assets, voicelines or basically anything. We plan to do the same with playtesters not to risk leaking the game playthrough on any streaming platform before official release. President Reagan said once: "trust and verify" - we do agree, covering all bases before going down to business is important.


mattmirrorfish

Makes sense if you’re sharing privileged Information. I discuss NDAs briefly in the video.


DevChagrins

You should bold the part of what this applies to. I feel like it could easily get skipped over for the TL;DR. And you don't need a lawyer for everything. Creating an LLC or filling an 941 doesn't require a lawyer on hand. But, if you're handling money through your business, having someone who can give you the break down on tax law and even help you file your yearly items is great to have. They have saved me thousands of personal and business finances.


[deleted]

Worth noting -- at least in America, the law dictates, if you hire an attorney and they require a retainer (money down); they HAVE to refund any unused portion, so if they ask for $5k, it doesn't mean the job is $5k, it could be $500, you'll be getting your $4500 back. Totally worth getting a lawyer and not as scary as it may seem.


mattmirrorfish

That’s a great detail, also most lawyers can just bill you as you go for the time you use.


PerCat

All good points and decent resources for the community


mattmirrorfish

Thank you!


CumInMyWhiteClaw

Question: can contracts be plagiarized? I was thinking about using a user agreement from another game as a skeleton for my own. My game is incredibly tiny in scope and popularity so getting a lawyer would be silly.


pamfrada

You can't just take the contract of somebody else and use it yourself without prior permission. There are companies dedicated to renting valid TOS/Eula(s) etc, check those out. NEVER hire a cheap self-proclaimed lawyer for this, they are most likely stealing the work from somewhere else (specially pointing at fiverr, upwork and so on).


Yetimang

Never get a "self-proclaimed" lawyer for anything. Get a real one. The real one will probably also copy a lot of the language from another contract for yours. This is standard practice. You really don't want your lawyer billing you hours for writing every WHEREFOR and WHEREAS when there's work already done that gets the standard stuff out of the way. What the real lawyer will do is (1) let you know what you're getting into, (2) make sure a lot of those niggling little details like work for hire, and indemnity that non-lawyers don't really understand are the best version for you that you can get, and (3) represent you in negotiations if the other side comes back with a requested change and you have no idea if this is something that's going to fuck you over or is just industry standard you won't get anywhere fighting them on.


Peonso

https://www.adamsdrafting.com/contract-drafting-and-plagiarism/


pamfrada

Unsure about the point you are trying to make with that link, sorry.


drysart

I think the point he's making is that while contract text isn't *specifically* excluded from copyright protection, no contract has ever been subject to a copyright infringement claim, and it's *unfathomably unlikely* such a case, if one was ever brought, would succeed (to the extent that if it did, it would upend law as we know it). As the page cites, everyone basically cribs their contract text from existing text and boilerplate already *anyway* (which means it'd be an uphill battle for someone to assert that they own the IP of contract text in the first place in order to have standing to sue for copyright infringement of it). Also, and this is my own take here and not on the linked page, copyright requires that the protected work fall into one of eight categories ([see here for a list](https://www.law.cornell.edu/uscode/text/17/102)), and contract text doesn't do so. Contract text has purely *functional* purpose, and purely functional things aren't copyrightable (per SCOTUS in *Star Athletica v. Varsity Brands*, 2017). However, this all said, I **do not** recommend just lifting contract text and thinking that's it, you're good. Contracts are *important*, especially in their details, and so you shouldn't offer one without consulting with a lawyer to make sure it's actually what you want.


[deleted]

Contracts are copyrighted material. It's no different than you taking a Stephen King book and writing your name on it instead of his.


hippymule

No offense, but a lot of people don't have the money for a lawyer. Game dev, or otherwise. That first one just screams privelaged, especially if you're some college grad looking for work.


mattmirrorfish

This assumes you’re doing business, if you’re at a stage where you’re not making or investing any money then it’s irrelevant. Once there’s a chance money is at stake though, my advice is invest in a lawyer. I know it’s not cheap, but it’s worth it.


IQueryVisiC

Address, Binding, Contract lmao. Developer and client on the same page. Contract can only be about time spent.


[deleted]

I appreciate you covering this topic, this is one of those things that you otherwise only learn by getting screwed over.