A complete NDA & Contractor Agreement
by Andrew Taylor · in General Discussion · 08/01/2006 (5:18 pm) · 20 replies
I have seen a lot of people looking for NDA's and contractor agreements, so I figured I would share ours with you all.
http://www.exibitionsoftware.com/downloads/nda.doc
http://www.exibitionsoftware.com/downloads/nda.doc
#2
08/03/2006 (12:07 am)
Thanks!
#3
08/03/2006 (6:39 am)
Your Welcome! Hope it's helpful.
#4
That's certainly long and looks comprehensive. But it has some holes that are serious and I would recommend against anyone adopting it unless talking to a lawyer is just something you can not afford or stand to do. The most obvious is the complete lack of an assignment of IP rights to the work they do. And wrapping it in mumbo jumbo about what is and what is not "Confidential Information" will not cut it. The assignment of copyrights must be clear and unequivocal. Without a clear assignment of copyrights your contractor retains all ownership in his IP and you have no legal right to sell or license it. Frankly, the IP assignment does not belong in a document entitled CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT.
There are several other problems as well. Simply, this contract attempts to do too much. You can put this sort of NDA language in a contributor agreement...but it doesn't work the other way around.
I know you were well intentioned in posting this for everyone...but I'm not sure you are doing anyone a favor by sharing this. But then I don't give my contributor agreement away like you do...but I don't charge much and it comes with a 25% discount on my time!
See www.gamedevkit.com
GL & HF!
Tom B
08/03/2006 (3:44 pm)
AndrewThat's certainly long and looks comprehensive. But it has some holes that are serious and I would recommend against anyone adopting it unless talking to a lawyer is just something you can not afford or stand to do. The most obvious is the complete lack of an assignment of IP rights to the work they do. And wrapping it in mumbo jumbo about what is and what is not "Confidential Information" will not cut it. The assignment of copyrights must be clear and unequivocal. Without a clear assignment of copyrights your contractor retains all ownership in his IP and you have no legal right to sell or license it. Frankly, the IP assignment does not belong in a document entitled CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT.
There are several other problems as well. Simply, this contract attempts to do too much. You can put this sort of NDA language in a contributor agreement...but it doesn't work the other way around.
I know you were well intentioned in posting this for everyone...but I'm not sure you are doing anyone a favor by sharing this. But then I don't give my contributor agreement away like you do...but I don't charge much and it comes with a 25% discount on my time!
See www.gamedevkit.com
GL & HF!
Tom B
#5
While I am certainly no attorney, and don't claim to be, this does go over more than most of the NDA's I have seen here, and paragraphs 10 through 13 state clearly that anything developed for the company is the property of the company, and the company has all rights to that property.
Again I am not a lawyer, but we did get this from one, so I assume they knew something, although a legal degree has never proved anyone had a brain. :)
But as said, I am certainly not a lawyer.
08/03/2006 (4:00 pm)
Tom,While I am certainly no attorney, and don't claim to be, this does go over more than most of the NDA's I have seen here, and paragraphs 10 through 13 state clearly that anything developed for the company is the property of the company, and the company has all rights to that property.
Again I am not a lawyer, but we did get this from one, so I assume they knew something, although a legal degree has never proved anyone had a brain. :)
But as said, I am certainly not a lawyer.
#6
You've probably covered this elsewhere (I hope so anyway! :D) in the document, but as I said, in a bit of a rush so no time to read all.
08/03/2006 (5:20 pm)
A quick look at paragraphs 10-13 (sorry didn't have time to read it all) and I agree it makes no mention of IP rights to work carried out; It only assigns rights to information etc. In lamens terms, a person could carry out work and retain rights to it, even if done on company property, in company time, company... etc.You've probably covered this elsewhere (I hope so anyway! :D) in the document, but as I said, in a bit of a rush so no time to read all.
#7
08/03/2006 (5:22 pm)
Well probably good that we have never actually had to use it then. :) Like I said I had an attorney write it, but that was nearly 3 years ago, and just because he was an attorney, doesn't mean he had any brains to go with it.
#8
Ultimately, of course, every contract is a unique entity. There will be different issues that must be handled for each situation, and you'll have to add language to cover those situations--or even remove language that is inappropriate.
Which means...you might want to run the final contract you come up with past a lawyer before you commit. Presumably, reviewing and editing will take less time (read that "billable hours") than creating a contract from scratch.
-David
08/03/2006 (9:28 pm)
I recommend Nolo.com for inexpensive boilerplate contracts of all sorts--including contractor agreements with IP issues. What they provide includes details of what each clause in the contract means and/or is for. You can learn a lot just by reading through that information.Ultimately, of course, every contract is a unique entity. There will be different issues that must be handled for each situation, and you'll have to add language to cover those situations--or even remove language that is inappropriate.
Which means...you might want to run the final contract you come up with past a lawyer before you commit. Presumably, reviewing and editing will take less time (read that "billable hours") than creating a contract from scratch.
-David
#9
If you dont mind I would like to take your contract to a lawyer I know and see if he can find any fualts and if he does ill send the edited copy back to you, but I will only do this if you agree to it.
08/29/2006 (9:02 pm)
Andrew,If you dont mind I would like to take your contract to a lawyer I know and see if he can find any fualts and if he does ill send the edited copy back to you, but I will only do this if you agree to it.
#10
I don't see why you couldn't, I am certainly not married to it, and rarely ever use it, I might have used it twice in the past.
08/30/2006 (5:56 am)
Justin,I don't see why you couldn't, I am certainly not married to it, and rarely ever use it, I might have used it twice in the past.
#11
We had previously used a multi page document with several exclusionary statements. We also found that not only did it bring an immediate apprehension when presented but it also left us empty handed on occasion. When the recipient simply did not wish become tied to any sort of lengthy agreement.
It's a shame I wasn't more on the ball here. I would love to have reviewed your NDA. I didn't see the specific errors pointed out above. At any rate I would love to hear some feedback on this agreement.
05/27/2007 (1:36 am)
I would like to offer the CONFIDENTIAL DISCLOSURE AGREEMENT template we have been using lately. It is exceptionally simple and to the point. We had previously used a multi page document with several exclusionary statements. We also found that not only did it bring an immediate apprehension when presented but it also left us empty handed on occasion. When the recipient simply did not wish become tied to any sort of lengthy agreement.
It's a shame I wasn't more on the ball here. I would love to have reviewed your NDA. I didn't see the specific errors pointed out above. At any rate I would love to hear some feedback on this agreement.
#12
05/27/2007 (7:46 am)
We currently use two forms... A EMPLOYEE/CONSULTANT/CONTRIBUTOR AGREEMENT as well as an NDA. I think the one's we use are fairly good, though, I am no lawyer either. If anyone is interested, I would be happy to share.
#13
The first NDA we used was drafted by a team of lawyers initially for use in the dotcom world. It was hideous and extremely limiting to both parties. I look forward to seeing what you have been using.
05/28/2007 (1:43 am)
LK... I would love to see the difference in the forms you use. We have yet to bring anyone in as a consultant but I can recall having been to sign to similar contracts myself in the past. It is exceptionally helpful to get a little feed back outside legal council as to what others find to be viable contracts in the industry. The first NDA we used was drafted by a team of lawyers initially for use in the dotcom world. It was hideous and extremely limiting to both parties. I look forward to seeing what you have been using.
#14
08/12/2008 (8:12 am)
Andrew I would be interested to see those. I have been looking for those kind of contracts and have not been able to find one. Could you possably email them to me at nnelsen@yellowlitegames.com. Thanks alot. 
#16
LOL
Tom B
08/12/2008 (10:07 am)
A developer drafted NDA...how would you like it if I asked you to review a game made by a lawyer?LOL
Tom B
#17
08/12/2008 (10:13 am)
The doc is pretty long and detailed. Thanks for the link guys.
#18
Gave me lots of good ideas as to present stuff in the future!
Ps: feel free to send that game for review ..!..
08/27/2008 (12:51 pm)
Tom, thanks for the feedback.Gave me lots of good ideas as to present stuff in the future!
Ps: feel free to send that game for review ..!..
#19
Well, being indies does not prevent people from being lawyers, - a few of us actually work in the daytime
@8)
08/27/2008 (1:13 pm)
@Tom Well, being indies does not prevent people from being lawyers, - a few of us actually work in the daytime
@8)
#20
I Object!!!
If anyone has a copy of the EMPLOYEE/CONSULTANT/CONTRIBUTOR AGREEMENT Andrew Brady sent you, I would love to take a look at it and give you my comments.
Shoot it to me at thb@gameattorney.com
Tom B
08/28/2008 (9:51 am)
Peter....a lawyer developer...arrrgghhh! Sounds like some sort of Frankenstein monster to me! I Object!!!
If anyone has a copy of the EMPLOYEE/CONSULTANT/CONTRIBUTOR AGREEMENT Andrew Brady sent you, I would love to take a look at it and give you my comments.
Shoot it to me at thb@gameattorney.com
Tom B
Torque Owner The Trusted One