Forum members, I run a small independent company called Polar Bear Development Studios. We are just beginning to advertise for a Lead Programmer, and as a game engine is such a massive undertaking I am struggling with the creation of a fair and well-worded IP agreement. I have done quite a bit of research on the subject, and have done copyright agreements for our artists, but need some help on this one. My requirements are: 1)Polar Bear must have control over who sees the engine code in order to prevent our code being copied in the event that we go public. 2)The programmer must be protected, in that if Polar Bear decides to go public in the future and use the existing game engine to create a fully commercial and publishable game, that the programmer will either be offered a position on the project, or will be compensated if they are not brought on. It would be unfair for others to profit off of their engine while they get nothing. To this end I am unsure of how to allocate rights and ownership, as well as the definition of "compensation" if we wish to go public. Thanks in advance for any help you can offer. Jesse Crafts-Finch Polar Bear Development Studios Project Lead jcfinch@bu.edu 858-487-6560

you always want the company to end up wholly "owning" the products. you have everyone sign a contract that says they forfeit the rights to any works they produce for the company. most companies even go so far as to say that "any work you do while employed by this company whether at work or at home, also belongs to the company". i think the latter is relatively evil unless it's worded such that it only includes "similar" types of work. i.e. it makes sense that if you're a professional game developer and you are working on a hobby game that the code for that game will probably be derivitive in some way from the companies code base and could thus plausibly be "owned" by them.

anyway, that's the basic understanding of employment. you are getting compensated to give up the rights to what you produce.

-me

However, because the only comphensation that is given is experience, many serious programmers are going to want assurance that Polar Bear will not turn around and sell their hard work for a profit (when they had contributed it as part of a collaborative project).

When setting up a team/company/project you can do most things yourself. You could pay the experts to make your life easier but in almost all cases you could do it yourself. The one exception is contracts.

I have to say that DIY contracts are a really bad idea. This is doubly so when they are IP related contracts. I have seen people lose tens of thousands of dollars (and the code) because they didn't pay $500 to have a contract done by a lawyer.

The reason for this is that in law, specific words have specific meanings (that are not always obvious to us laypeople). As a result a contract wont mean what you think it means, what you want it to mean or even what both parties agree that it means - it means what the words [meaning in law] say and if you use the wrong words you can invalidate vital portions of the agreement. There is an example of this in a forum thread over at the IGDA, where someone has made a meaningless change to a contract by inserting a phrase they know is important but don't actually understand. The thread can be viewed HERE.

I think it's standard to forfeit all rights to any programming you do while employed - in fact I believe this can extend for some period after your contract ends. So if you work for a game developer and carry on making an indie at home, there's potentially a problem when you release that game...

I don't use any code from when I worked in the industry, but some of their methodology is now my automatic way of doing things.

> I have seen people lose tens of thousands of dollars
> (and the code) because they didn't pay $500 to have a
> contract done by a lawyer.

It works the other way around too. I've seen friends in a job limbo for months for not having a lawyer examine their contracts (details in the link below). This is a cutthroat industry, guys; as Dan rightfully pointed out, a lawyer is cheap compared to the consequences of an agreement failing.

http://www.gamedev.net/community/forums/topic.asp?topic_id=182254

-cb

I would have to point out the fact that it can not imply in all states. Specifically in FL, its a right to work state rather than up-north in PA and a few others where its a privillage to work.

A no-compete will not work here unless the duration of the terms after parting ways is paid by employer 4times what the person can make in the market. This protects the employee from being abused, in the means of not being able to recover financially from a job because of a contract. You can sign one all you want in FL but will not hold up in court unless you pay the person for the inablity to obtain a job in the profession that they work in....

I am sure there are more than just FL in that but I live here and found that out fast.

Quote: Original post by d000hg
I think it's standard to forfeit all rights to any programming you do while employed - in fact I believe this can extend for some period after your contract ends.

It certainly isn't standard under UK law. In the UK (and in differing ways in the EU) intellectual property rights/copyright/patents etc need to be assigned in writing. That means a contract of employment must contain a specific assignment of rights clause, or a seperate assignment must be signed. A verbal assigment of rights is not binding.

I think it may be different in the US where they have the concept of "work for hire" which I believe transfers ownership of IP rights.

If the programmer isn't paid your may not be able to keep the property even if it's specified in the contract. In the US there have been cases where contracts have been over-turned because of "one-sidedness". Basically if the programmer is not being compensated, don't expect to get any of his intellectual property. Even if they sign it away, without "fair" compensation they can possibly get it back.

This is why I pay all the people I contract.

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Sorry I took a law class 2 years ago in college but most of it escapes me. This includes terminology.

What is considered "fair" comphensation? The employment agreement states that the Employee will work for the company, and the only comphensation the Employee will recieve will be experience.

Besides that question, I believe I have gotten my answer. It is just safer for everyone involved if the company has complete ownership rights over all material created for the company. I took a template employee agerement, and made sure that it included mention of Software in the ip rights, as well as artwork.

The agreement states that the employee has no right, title, or intenrest in anything they create. I added a line saying "except for self promotional actvities" which also describes what constitutes a self-promotional activity.

Would this be acceptable? I can post the agreement for review if you feel it would help in the discussion.