Hello,

So we are a very small Indie startup, and I paid for and got a standard contract back in 2017,. (From Tom B's game dev kit)

Most people seem to be fine with it. By that I mean about 98% or so.

There have been a few times in the past, where someone refuses, and brings up specific issues, I do my best to work and discuss.

Recently we started a new project, and one of the writing / management applicants is refusing, and he is saying he is concerned about how signing such a thing might hurt his future FTE ambitions in the industry.

Normally I'd just let it go, and move on, but he is displaying a lot of passion for what we are doing., and he is very experienced.

What other options do I have?

I've volunteered to change our master contract but that seems not what the issue is.

He says, signing any kind of contract for unpaid / rev share doesn't make sense to him.

The Contract is basically an NDA, a non solicitation, IP rights transfer, and a few other misc things.

He says other Dev teams he's part of have no contracts, and to that I say, that is their ship and their business.

If the contract can't be negotiated, there can be no deal. If this person is so unwilling to sign a piece of paper, there will be other issues later on.

Employment contracts and/or shareholder/revenue share argreements are super important if you are serious about what you're doing and have any plan to generate real revenue.

You have two options, evaluate the contract and see if there are specific exceptions to make, or don't involve them. In the former case this might mean creating a specific list of personal work that the person intends to work on in parallel, or specific tech/libraries that they have already created that they don't want to release rights to. In the latter case, if they intend to use that in your product you sign a perpetual license to the tech for $1 or something (or more) but acknowledge that your company won't own that specific intellectual property.

If you get to the point of formally having partners you REALLY need a good shareholder agreement.

Dave

Sigh,

My hands are tied.

Everything in the contract is standard stuff, I've had industry vets say so.

As I said, I told him I'd even take time to revise the master contract to fit his needs.

All he's saying is how it might hurt his future FTE ambitions.

I'm a little confused, since this guy is experienced enough, he should know this is standard operating procedure for most organizations.

It sounds like he was thinking voluntary contributions should remain as such.

I'll sit on it till Monday, see if there is any way I can have my cake and eat it too.

As I said, in the past, if recruits Bach at the contract, and refuse, I usually just cut my losses, and move on.

I Will not make individual contracts, it's too much trouble to keep track of, and not fair to everyone else.

Any other recommendations on this issue?

Thanks.

GeneralJist said:

He says, signing any kind of contract for unpaid / rev share doesn't make sense to him.

Personally I can see that point of view. If he's not getting paid, at least not up front, it's practically volunteer work. I would guess most rev-share projects don't go far and/or don't generate a lot of revenue, People realize that, so signing a contract for no guaranteed compensation can seem a bit much.

Also if he's not getting his hands on the code itself, I don't know that there is much risk to your project. I'm not saying writing isn't valuable, but it does have less to do with the execution of the game. The bigger problem might be, if you are making others sign a contract and they find out he's exempt, that it can generate some bad feelings.

Maybe you can motivate him by telling those who signed will be preferred on distributing the shared revenue. Sounds fair to me.

Looks like this this person doesn't expect there to be any revenue to share, because working for a share of revenues without a contract guaranteeing that share is just crazy.

It's possible that your contract is bad, and that it should be changed. The contract should be focused on the obligations of the team to the individual, not on the obligations of the individual to the team. But working without any contract at all is just crazy.

Here is what I would look for in a rev-share contract:

• A guaranteed share of the revenue (contingent on actually doing the work, of course).
• Guaranteed voting rights for major decisions, including the right to replace the leadership of the project.
• Accountability and limited power on the part of the leadership. The leadership cannot unilaterally decide to kick me off the project, give my work away for free, or cancel the project.
• The team gets an irrevocable exclusive right to use my contribution, but I retain copyright ownership. If the team goes under, the contract dissolves and I can use my contribution for other purposes. In the case of bankruptcy, there is no possibility of my contributions being sold off to the highest bidder.
• If the team is a legal entity, shared ownership of that legal entity.

Working for rev-share is a huge risk. Not just the risk of the game not making money, but the risk of the game never being finished because the team leader got bored, got a day job, turned out to be incompetent, couldn't find anyone dumb enough to work for them, couldn't commit to a direction for the game, or absconded with all the assets. The contract is there to minimize that risk.

GeneralJist said:
All he's saying is how it might hurt his future FTE ambitions.

How so? There are many things he might be thinking along these lines. Explore them with him, see if there is any way to show him he doesn't have to worry about that.

Personal recommendation - HAVE A CONTRACT - you can negotiate it, you can add few things into it, remove some from it. It doesn't matter, but you must have a one.

Gnollrunner said:
Also if he's not getting his hands on the code itself, I don't know that there is much risk to your project. I'm not saying writing isn't valuable, but it does have less to do with the execution of the game.

The problem might be IP ownership for example. Let's suppose we both work on project which you own, but I do add my IP to it (3D models, sounds, but even code, technically whatever). But we don't have a contract - who owns whatever I create and add the project then? Because if it is the creator, and not “the project” (either company or person owning the project), it can create massive problems in future.