Basic Legal Best Practices - A Publisher’s Perspective
Last week Jamey Stegmaier wrote an article highlighting a few times when they exceeded the terms of use provisions on fonts that they licensed. They were proactive about remedying the issues but had to pay some money ($6,000 and $8,000 respectively).
It really drives home a couple of points. While Stonemaier isn’t small, it also isn’t nearly as big as the Asmodees and Hasbros which have whole legal teams at their backs. As creators we really need to stay on top of the nuance of the agreements we sign, because a few thousand dollars is a relatively good outcome for any kind of legal conflict.
I’m not a lawyer. I have some experience negotiating terms on primary debt issuance – things like what constitutes an event of default, remedies, and what jurisdiction conflicts are resolved in. Just enough to know that this stuff is complicated, and that if you can afford it, it always makes sense to consult a lawyer.
Here are some legal resources, and best practices that I’m adopting as a publishers.
Contracts Don’t Matter Until They Do
In an ideal world contracts never need to be referred to. Both parties agree on something, they deliver their ends of the bargain, and they go on their way happy. But, we don’t live in an ideal world. Miscommunication happens, events outside of our control impact timelines, and sometimes people are bad actors.
Contract from Below by Douglas Shuler for Magic: the Gathering
If real money is changing hands, protect yourself. At the very least you should have every agreement in writing. Ideally, if real money is changing hands, you should have a contract.
What a contract looks like will be slightly different depending on what services and industry. In all cases, it is important to know what standard terms are in a contract, what normal clauses exist, and what red flags to look out for.
Here are some resources for:
When in Doubt Ask Around
Unfortunately, there are examples of predatory contracts in this industry. It’s inexcusable, but avoidable. If you have any doubts over whether a contract is standard, or not, find out for certain.
This means either finding a lawyer in the industry, or just asking around.
The board game publishing industry is incredibly helpful. If you have a question about a contract term, there are many people who you can find on forums, who can help point you in the right direction – or share their form contracts with you so that you can compare them side by side.
Keep Terms Consistent
As a publisher, I’ll be signing a lot of contracts over the years on everything from manufacture, to advertising, to illustration. Especially for contracts that don’t expire – i.e. licensing art, or a game – I’m doing my best to maintain consistency of terms and form. And avoiding contracts with clauses that are well outside our mode of operation.
This will reduce our operational burden, and ensure that we can adequately fulfil all of our obligations.
When Necessary, Lawyer Up
If you need to lawyer up, make sure to find a lawyer with expertise in the specific area that you are transacting. Legal practices, standards, and case law varies by industry. Someone who is an expert on tree law (a surprisingly deep corner of law), might not be an expert on normal contract terms for board game illustration.
Lawyer Up by Rock Manor Games
If you do find yourself needing legal representation, and you aren’t in a financial position to afford counsel, there are free resources for legal representation in the arts like Volunteer Lawyers for the Arts.
What legal resources or best practices have you found useful?
