Gamasutra is part of the Informa Tech Division of Informa PLC

This site is operated by a business or businesses owned by Informa PLC and all copyright resides with them. Informa PLC's registered office is 5 Howick Place, London SW1P 1WG. Registered in England and Wales. Number 8860726.


Gamasutra: The Art & Business of Making Gamesspacer
Call Of Duty: Finest Hour - The Contract
View All     RSS
June 17, 2019
arrowPress Releases
June 17, 2019
Games Press
View All     RSS








If you enjoy reading this site, you might also want to check out these UBM Tech sites:


 

Call Of Duty: Finest Hour - The Contract


January 12, 2007 Article Start Previous Page 9 of 15 Next
 

Tom: Representations and Warranties. Spark provided the usual studio warranties to Activision that it had the authority to enter into the agreement (15.1.1), that the execution of the agreement is authorized and enforceable (15.1.2), that no other company or person has any legal interest in the Game (15.1.3), that the idea and works in the Games are the original works of Spark (15.1.4), that the Games do not infringe any third party IP and that Spark will correct, at its own expense, any inadvertent infringements (15.1.5), that any in formation used in the creation of the Games, not supplied by Activision, that is derived from third parties will be with written authorization (15.1.6), that Spark has the experience and expertise necessary to make the Games (15.1.7), and that Spark will at all times adhere to any publishing or tool agreements related to the development of the Games (15.1.8). Activision warranted that it has the power and authority to enter into the agreement (15.2.a), that it has the corporate authority to enter the agreement as a binding and enforceable agreement (15.2.b), that all ideas and IP provided by Activision in conjunction with the development of the Games is owned or properly licensed by Activision (15.2.c).

Chris & Dave: These representations and warranties were meant to protect Activision from exactly the types of claims EA leveled against Spark regarding theft of trade secrets and confidential information. Despite the contractual protection that these representations and warranties gave Activision, Activision made a business decision to help defend Spark against EA’s claims.

Tom: Indemnification. Spark agreed to indemnify Activision against any and all losses from any breach of the agreement or of the above warranties (16.1).

Chris & Dave: Indemnities are often useless to publishers if the developer has few assets. Activision could get more comfort by requiring Spark to maintain liability insurance, but insurance is often prohibitively expensive.

Tom: Activision similarly indemnified Spark from any breach of the agreement or Activision’s warranties (16.2). The procedure to be followed related to the indemnification are laid out in detail (16.3). Activision had the right to extend Spark’s representations and warranties to appropriate third parties and Spark would then be directly liable to such third parties (16.4).

Chris & Dave: This is unusual and it opens up Spark to huge potential liability.

Tom: Activision had the right to withhold payments from Spark if any indemnified claims were made by third parties until Activision recovered its costs of such indemnification or Spark provided reasonable assurances that it could pay the costs (16.5).


Article Start Previous Page 9 of 15 Next

Related Jobs

Sucker Punch Productions
Sucker Punch Productions — Bellevue, Washington, United States
[06.16.19]

QA Manager
Gear Inc.
Gear Inc. — Hanoi, Vietnam
[06.15.19]

Technical Director
Legends of Learning
Legends of Learning — Washington, DC, District of Columbia, United States
[06.14.19]

Senior Unity Engineer - $140k - Remote OK
Wargaming.net
Wargaming.net — Chicago, Illinois, United States
[06.14.19]

Server Engineer





Loading Comments

loader image