has always been a huge part of the storytelling and fun factor for games. No
matter what platform or how much technology is poured into a game, there will
always be a need for composers, musicians, sound designers, voice actors and
audio engineers to help create the content that immerses players in a unique
and entertaining world.
directors and sound designers work in-house for developers and publishers.
Others provide their services on a project-by-project basis for a variety of
clients on a contract basis. By contracting audio professionals (the way the
film and television industries have done for decades), developers and
publishers can get high quality work without the expense of hiring full time employees
and equipping full-blown recording studios. There are advantages and
disadvantages to both ways of acquiring audio for a game. But in this feature
we are going to focus on the bond that ties the professional audio contractor
to a project -- the Audio Contract.
The Contract Itself
The Anatomy of a Contract
legal contract defines who, what, where, how, when and why. Everything needs to
be spelled out in this document to ensure a win-win situation. Although
there are variations, depending on who wrote it and the scope of the work,
contracts include the following:
Who the agreement involves. The business name and representative of the
contractor (or simply the name of the contractor if they do not have a business
license); the business name and representative of the company hiring the
contractor; and the addresses of each.
Services. An overview of the services the contractor will
provide (often with reference to specific schedules later in the contract).
Also typically defines what rights the company has with regard to retaining the
contractor's services.A detailed list of specific services is typically
defined in a "Schedule" at the end of the contract.
Ownership.Defines who will own the work when it is
Compensation and Payment. An overview of how the contractor will be
paid and the rights retained by the company. Specific sums and dates are often
defined in another "Schedule" at the end of the contract.
Warranties and Indemnity. Defines the legal issues with regard to the
contractor's capacity to enter into the contract, ability to transfer
intellectual property (IP) rights, and duty to obey all applicable laws. The
parties also define respective responsibilities if something goes wrong.
Default/Termination.Defines how the contract can be
Confidentiality.Defines how the contractor deals with
information that is proprietary to the company.
Notices.Defines how the contract can be changed.
Independent Contractor/No Partnership.Reiterates that the contractor is not
an employee of the company.
Services Rendered Deemed Special.States that the services to be
rendered by the contractor are unique and have a particular value.The
company has the right to have these services performed to the best of the
contractor's abilities. If the company should later want/need to get an
injunction against the contractor for some reason, this clause will help
support the company's argument that this sort of relief (called Equitable
Relief) is appropriate under the circumstances.
General Provisions.Defines the overall legal obligations
of both parties.
Schedules. ("A", "B", "C", etc.)Where
the contract is structured as a main document and a series of schedules, the
schedules quantify deliverables, define milestones, dates and payments, and
also define any other variables not spelled out in the contract.
Signatures.The contract needs to be signed and
dated by authorized representatives from the company and the contractor.
When to Get a Lawyer Involved
types are not usually known for their legal prowess. Even if you have
experience with reading and understanding contracts, laws change all the
time. Remember that if it is not spelled out in the contract, it's not
part of the agreement.
matter how well-intentioned or nice the other party seems to be, it's good
policy to have a lawyer that specializes in your specific field look it over
and give you advice. Often, it's not what's in the contract that hurts you down
the line. It's what is unspoken or assumed. Informality of this sort almost
always favors the party with more power and resources. Generally, this is going
to be the company, rather than the contractor.
you have found an attorney that fits your requirements, you will need to do
some homework before talking to them. You are the person signing the contract,
so you need to understand what you are signing. Following these simple steps
should save you time and legal fees.
a "scratch" copy of the contract that you can highlight, mark up,
take notes on, etc.
through every word carefully.
you don't understand something, highlight it and note your question.
you don't agree with something, highlight it and note why you don't agree.
a list of questions that you will ask the lawyer (referencing your marked up
the lawyer has reviewed the contract, they can give you their general
there is anything that needs to be changed from a legal standpoint, they will
go through your list of questions and have them explain your options.
you don't have negotiation skills or want to keep legal issues from getting in
the way of your relationship with the developer/contractor, let the lawyer
negotiate contract issues for you.
the money on legal advice on contracts can potentially save you money in the
long run, as well as protect your livelihood.
both parties have signed a similar agreement that was previously reviewed, it
may be tempting to go ahead and do it again without getting the new agreement
reviewed. But it's a good idea to be cautious about doing that. It's not that
it doesn't work out fine to do this, but laws change and so do relevant deal
you sign the same form contract again, it's always a good idea to really be
sure that the contract is appropriate for the work you are doing on the
project. If the contract and the work it covers are really pretty much the same
as past work you have done for this client, you will likely incur minimal cost
in having it briefly reviewed by counsel.
in reviewing the contract, there is a good chance that counsel may point
something out that you hadn't thought about. And it's much easier to bring up
something like this (or walk away from the project) if you are aware of the
issue before you start doing the work.
creative people, we are trained to see situations through one lens. An attorney
brings a different lens to the table, contributing insight that extends well
beyond the nuts and bolts of the contract language.
the advice we've given above is another way of stressing the importance of
staying aware in the contract process. Your judgment is only as good as the
awareness you have underlying it. If you
turn off your brain and ignore this stuff, you will eventually find yourself in
some unexpected and unhappy situations.
On the other hand, if you learn the basic stuff that we've touched on
here and you learn to ask for help when you're not sure, you can avoid most