Contracts

[trilee]

I was hoping I could tap into the wonderful collective knowledge available here.

I am hoping to start a project soon, but I find myself worrying about some of the legal technicalities.

I am the type who would prefer a good contract in order to protect both parties and increase understanding on both sides; however, I am wondering how that works in this sort of crowd-sourcing environment.

I am talking about legal agreements that go beyond a simple list of what is expected and when payment will occur. For instance, an agreement about who owns images, how they may be used, and a guarantee that there has been no copyright infringement during the creation (for example, no copyrighted fonts were used).

As a contractor
How do you feel about contracts? Is it offensive or comforting?
In this artistic/online/visual novel environment do most people find a contract too formal?
Do contracts need to be kept short? (more like the work expected and payment terms as mentioned above)
Are people hesitant to reveal their real names?

As an employer
Do you have a lawyer review contracts?
How do you handle signing the contract? i.e. do you use a checkbox or electronic signatures or do you get a signed copy scanned and returned?
Is it acceptable to have a contract with someone using an online alias?
Have you ever run into legal issues or copyright troubles after utilizing a contractor?
How do you verify someone's age if creating mature content?

Would anyone be so kind as to post sample contracts?

I am assuming the projects would be paid, but some elements might perhaps be done for free. Do contracts still apply in that case?

Thank you so much for your advice. I really appreciate this community.

[KittyWills]

No hyperbole or bullshit response, because that will pop in this thread if past experiences tell me anything about this website.
I have written my own contracts and have talked to professionals who deal with contracts. I have a meeting with a to get a music contract written up just next week. Credibility out of the way.
These answers really only apply if money is changing hands.

Always always have a freelance agreement contract and a transfer of rights contract. You have find these very easily online and have them edited to fit you needs. They keep both you and your client safe and accountable to the work they agreed to. This can always be used as a psuedo invoice if need be. Not recommended, but in a pinch I have used it as such.

Most people on here don't have a lot of contracts, but I chalk that up to that fact that most people on here are hobbyists and a lot of the work is done for free. Put that on top of the average age range lemmasoft has. I don't think there is anything wrong with that as long as everyone knows what they are getting into and the game is released for free.

With most needs, you're not going to need a huge contract. Keep it basic and easy to read. Transparency is appreciated over fine print and be upfront on what you and your client expects from the partnership.

I personally won't work with people who don't give me their real name and home country. We are professionals acting in a legal binding agreement. I'm not putting narutolov3r69 on your check.
-
-
I have not hired an attorney through normal means, per say. Because I'm poor. Very very poor. But I have done a lot of research into what I would need. And have talked to well-informed people in a similar field. ei. my uncle has been a freelance illustrator for 30 years, he knows what an art contract needs to look like. With that said, as soon as I am able to hire an attorney for my company I most certainly am.

I request signers to print out the contact, sign it and then or scan/email it back to me. I'm a bit old school. I like ink on the paper. All my contracts already contain my signature.

Again, I won't work with online monikers or pen-names. It's fine if you want that name in the credits, but not on the contract.

Only issue I've run into so far, thankfully, is people wanting out of their contract. Both sides need to be very clear on what goes down if this happens. I am allowed to drop someone from a project no questions asked? Can the artist back out at anytime? Is there a cancelling fee? Does the artist get paid for the work they already done or do they get nothing? Who owns the rights? Make sure it's very clear on both sides. It will save you so much headache.

I don't work in NSFW in group settings. Those games are entirely solo projects to avoid these sorts of issues. lol My assumption, and you would want to double check this, is that you would request some sort of proof of age. Maybe a drivers licenses. I would have to look more into the legality before giving a solid answer.

There isn't any reason not to have contracts in a free project. Maybe an agreement to not use the assets in other games. And to clarify who is the primary copyright owner.


I hope that helps. Its kinda the footnotes version, but I hope I hit all the high notes. lol

[firecat]

KittyWills did answer the basic questions but in the end of the day its better to always get a lawyer. We don't know what kinda project you have in mind or how well you know to protect yourself or company in case of a legal issue. Having a 3th party contract for a freelancer might sound simple but each contract is different, you need to openly talk about any issues you or your hired person could fear.

[Rossfellow]

No hyperbole or bullshit response, because that will pop in this thread if past experiences tell me anything about this website.
I have written my own contracts and have talked to professionals who deal with contracts. I have a meeting with a to get a music contract written up just next week. Credibility out of the way.
These answers really only apply if money is changing hands.

Have you ever had difficulties enforcing contracts?

I hire work per-order so the terms tend to be super simple. Long term work arrangements, though, I have no experience with.

[trilee]

Thank you so much for the great responses.

KittyWills, I appreciate you taking the time for the detailed response. Even getting some of the terminology is very helpful. Have you had people hesitant to reveal real names? I am particularly thinking that voice actors might be a bit reluctant (due to stalker issues, not revealing their appearance, etc). Of course, I would be perfectly willing to sign an agreement about not publicly revealing their identity, but it is still a risk on their side. Also, thanks for reminding me that contracts should include what happens when they are broken!

Again, thanks to everyone for the responses! I was a little concerned that such a dry topic might get ignored.

Would love to hear other experiences and see sample contracts!

[Rossfellow]

Heres the simplest one. My contracts are the Point of Sale/Commissions variety. They go something like this:

[Professional's name], I finalize my order of [Service to be given] for [Due date] at the rate of [Compensation either by completion or by the hour]. Do you agree to these terms?

If he or she accepts this offer, then we have entered a contract. If you use any major messaging platform, like yaboo, gmail, or even Facebook, any log of this agreement is valid in court.

Basically if one fails to keep their end of the bargain, they either don't get paid/serviced or they take whatever work is already done for a fraction of the payment.

[KittyWills]

Have you ever had difficulties enforcing contracts?

I hire work per-order so the terms tend to be super simple. Long term work arrangements, though, I have no experience with.

Well, with the nature of the internet, there is always a chance someone could just up and vanish, leaving you with no way to contact them. This happened to me once with a composer. Luckily he had only given me a couple 10 second theme compositions and no money had changed hands. I would add a clause to your contract stating that if someone is MIA for so long with attempts to contact, the contract is automatically terminated and fees are cancelled. Discuss between each other who owns rights at this point.

Besides that, long term arrangements are going to work the same as short term ones. Just be prepared to have to revise your contracts as the scope of your project changes.

Have you had people hesitant to reveal real names? I am particularly thinking that voice actors might be a bit reluctant (due to stalker issues, not revealing their appearance, etc). Of course, I would be perfectly willing to sign an agreement about not publicly revealing their identity, but it is still a risk on their side.

So far no. Most people who have been doing any freelance work for a decent length of time know that using a crazy anime monikers is unprofessional. That said, I did do some quick research and using a pen name does seem to be legally binding with limited protection in the US. But as an employer you are allowed to request a real name for contracts and checks. You can have a nondisclosure agreement stating you will not share their name. From the looks of it, the only time someone may refuse to give you their real name is if you are working in a NSFW game. Only using pen-names is more acceptable in fields involving erotica.

Handy little link for writing your freelance contract.
http://www.hongkiat.com/blog/freelance- ... t-clauses/

[firecat]

Heres the simplest one. My contracts are the Point of Sale/Commissions variety. They go something like this:

[Professional's name], I finalize my order of [Service to be given] for [Due date] at the rate of [Compensation either by completion or by the hour]. Do you agree to these terms?

If he or she accepts this offer, then we have entered a contract. If you use any major messaging platform, like yaboo, gmail, or even Facebook, any log of this agreement is valid in court.

Basically if one fails to keep their end of the bargain, they either don't get paid/serviced or they take whatever work is already done for a fraction of the payment.

On many countrys, facebook, Gmail, yahoo, etc, do not cover digital agreements without [something]. This legal loophole has cause small companies to lose money. Again you can't sue someone without their full information, having an e-mail or social account does not do anything to help you track down the person.

[Kuiper]

As a contractor
How do you feel about contracts? Is it offensive or comforting?
In this artistic/online/visual novel environment do most people find a contract too formal?

Contracts are great (and even reassuring/comforting) if they're articulating an agreement that we've already made. For me, the way it usually goes is that we talk over what we think fair terms would be, and then the contracting party says, "Great, let me put all this together in a contract and we can both sign it."

However, I have had cases where I've been asked to sign something (usually an NDA) before we can even start discussions, and these generally don't sit too well with me.

It's not that I object to NDA's on principal. In fact, in the more technical work that I've done (both as an IT contractor and someone employed as an engineer), NDA's are standard. But when someone on a game development forum says, "I've got a really cool idea for a visual novel, and I need you to sign this to make sure you don't leak or steal my idea," I kind of roll my eyes a bit, because every single time I've gotten this kind of request, the person has turned out to be an "idea guy" who doesn't bring any particular kind of skill to the table (their title is simply something like "director, but not the kind of director that does coding"). While I don't particularly care about how much someone "contributes" to the project if they're paying me to work on it, it does require a bit of competence to actually assemble everything together (coordinating a team of contractors is a skill that some lack), and if they're not able to see the project through to release, I question whether they'll have the ability to pay me. And if I have a payment deal that includes anything on the back end (revenue share, for example), then I have to evaluate how successful I think the project will be, and projects run by "idea guys" (especially the kind of "idea guys" who expect you to sign an NDA before you start talking to them) don't tend to do too well.

As someone who grew up adjacent to Silicon Valley and spent my college years surrounded by software engineers, the mantra that was constantly drilled into me (both by example and people explicitly telling me) is that the most successful businesses tend to be the ones where people are obsessed with making a good product, and then figure out the business stuff later (because filing for LLC and opening a company bank account is easy in comparison), whereas people who are "business guys" who are trying to figure out what product to make tend to be much less successful. In one case, I encountered a person who hired a lawyer and incorporated a company before they even started the recruitment process for their project, and though a lot of people considered this person very "impressive" for having all of their stuff figured out in advance, to me, it spoke volumes about where their priorities were. Their project ended up languishing in pre-production for close to a year without anything to publicly show for it. In a lot of cases, it seems like visual novel "success stories" often start with someone who likes a certain part of the development process (maybe they're already a writer or an artist, and perhaps they already have a non-commercial project like a game jam under their belt), and then they decide, "Hey, maybe I should take this thing that I'm doing for fun and try to commercialize it," so when they start recruiting for a project, they're not a business person trying to create a project, but instead they are a project person who is trying to create a business.

The other reason that I dislike "idea guys" besides the fact that they don't contribute anything is that I actually get a bit worried whenever I do business with someone who places such a high value on ideas for the simple fact that I might be accused of "stealing" their ideas in the future. Incidentally, this is why a lot of people who are constantly pitched ideas tend to immediately chuck those ideas into the mail. For example, if oral tradition serves me correctly, Weird Al Yankovic gets a lot of letters from fans giving suggestions for song parodies, and he has an assistant chuck all of these into the trash, because if he reads them, he runs the risk of releasing an album and then having someone say, "Hey, I told Weird Al that he should do a parody of Lady Gaga's 'Born this Way,' and his newest album contains a song that's a parody of that exact song! He used my idea, so he owes me royalties!" Now, these people aren't really a legal concern (they have no legal ground to stand on in most cases), but they can be a massive pain to deal with, and that pain is made much more manifest when they've had me sign an NDA. So when I talk to an "idea guy," I not only waste time by talking to him in the present, but I run the risk that years from now he may come to me and say, "Hey, years ago I shared my idea to create a fantasy game with dwarves and goblins and dragons, and now you're creating a fantasy game with dwarves and goblins and dragons! You stole my idea!" Normal and sane people don't generally do this sort of thing. But it is something I might conceivably get from the paranoid kind of person who opens with "I need you to sign an NDA before we talk about the project I want to hire you for."

Just in terms of general tenor, the "good" kinds of contracts are the kind that come across with an understanding, "Look, we both trust each other to a reasonable degree, and this contract is just here to formalize our mutual trust." In a lot of cases, it also helps to articulate things in clear terms that can't be misunderstood by either party: a contract gets away from vague stuff like "Yeah, I should have this done in a few months" and gets toward "I will have the first deliverable done by May 31 and the second deliverable done by June 30, and if it becomes apparent that I can't meet these deadlines then we'll meet and discuss and make a good faith effort to find new terms that we can both agree on," this helps prevent situations where "a few months" casually stretches out and becomes 5-6 months when the employer thought that it would be done in 2-3 months.

If a "good" contract is the kind of agreement that's based on (and a formalization of) mutual trust, then NDA's often tend to be the opposite. It's basically saying, "I don't trust you not to steal my idea," or an agreement that is based on distrust. And why would I want to enter an arrangement based on distrust?

This post on Quora articulates some of the reasons that people dislike NDAs from a different angle.

In this artistic/online/visual novel environment do most people find a contract too formal?
Do contracts need to be kept short? (more like the work expected and payment terms as mentioned above)

Short contracts are generally best. Contracts are doing their job when they're articulating things that everybody involved at least sort of already understands. The places where people get upset (which is where lawsuits happen in extreme cases) is when people thought they had agreed to one thing, but the agreement was actually another thing. Like "whoa, I didn't realize I was giving those rights away!" And that's the kind of thing that can happen when someone signs a 15-page contract. Short contracts are good. Short contracts are how you avoid situations where someone signs something without completely reading or fully understanding it.

[Darim]

You can use Bonsai --> https://www.hellobonsai.com/freelancers

[SundownKid]

In my opinion, contracts are somewhat pointless. Even a chat log or email can be presented in court as evidence of a contract, so having a fully written contract is unnecessary for basic freelance work, but it is helpful for deals involving large amounts of money where terms need to be clearly laid out.

While I would prefer to know someone's real name, this doesn't necessarily help if they are not in the U.S. It's very hard to enforce any contract, period. I mainly depend on a down payment to show that someone is serious. On the employer end, I usually use escrow (e.g. deposit the full amount, but only conditionally if they finish the project)

[Rossfellow]

So in the end, it's not about enforcing the contract anymore, but rather minimizing the damage of not having the contract enforced.

It's a bitter truth for everyone working on small games, I suppose.

[trilee]

Thanks again! It’s really heartwarming to a Newbie like me to get so much response. I’ve been madly researching so that I can figure this out and ask more intelligent questions. The info and links have been invaluable.

@Rossfellow Wow! Checked out your Deviantart page, what talent! I also did some research about email legality and it seems you are correct that emails are considered binding contracts (in case anyone else is reading this thread and wants to know). Thanks for the heads-up! And yeah, minimizing the damage is all we can hope for, lol.

@KittyWills Thanks again for responding. I am definitely now motivated to have a contract that includes a MIA clause. You’re so right that someone disappearing is probably (hopefully) the greatest danger.

@firecat Good points. I should consider the international implications. Thanks.

@Kuiper Thanks for adding an artist’s POV. I can see how an NDA upfront could be perceived as rather aggressive and/or a bad indicator. I definitely want to use a short(ish) plain-language contract and it seems from the responses here that such a contract would be received fine?

@Darim I checked out Bonsai – great info, thanks!

@SundownKid I did some research on escrow. Do you use a site like Escrow.com? It looks expensive. Like, so expensive that I’d rather take the chance a couple people run away with my money. Am I missing a better way to do it? Apparently paypal (which I believe would be my preferred payment method) does not yet offer escrow. Also, just downloaded the Icebound demo, can’t wait to try it!

[Kuiper]

@Kuiper Thanks for adding an artist’s POV. I can see how an NDA upfront could be perceived as rather aggressive and/or a bad indicator. I definitely want to use a short(ish) plain-language contract and it seems from the responses here that such a contract would be received fine?

Sure. Apart from making sure that the contract isn't needlessly long or confusing, the timing also matters. If someone says, "I've decided to hire you, so let's sign this contract to formalize the agreement." If the contract comes at the beginning of the hiring process (someone gives me something to sign even when they're still considering other candidates), my response is probably just going to be, "huh?"