Game Audio Contracts
October 2, 2009 Page 1 of 4
Audio 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.
Some audio 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
The 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 completed.
- 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 terminated.
- 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
Creative 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.
No 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.
Once 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.
- Make a "scratch" copy of the contract that you can highlight, mark up, take notes on, etc.
- Read through every word carefully.
- If you don't understand something, highlight it and note your question.
- If you don't agree with something, highlight it and note why you don't agree.
- Make a list of questions that you will ask the lawyer (referencing your marked up contract).
- Once the lawyer has reviewed the contract, they can give you their general impressions.
- If there is anything that needs to be changed from a legal standpoint, they will tell you.
- Then go through your list of questions and have them explain your options.
- If 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.
Spending the money on legal advice on contracts can potentially save you money in the long run, as well as protect your livelihood.
If 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 points.
Before 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.
But 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.
As 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.
All 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 common problems.
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