NDA question

Hi everyone!

I'm an indepedent developer making a game as a personal project, it's not a company. The game is intended to be commercial. I'm about to hire a studio company in another country to make the graphic assets. I have given them lists with the characters, descriptions, buildings and some other details. My concern is if we should sign a NDA contract in order to protect my documents. They told me they have and standard template but Im not sure if it's a bit overkill. Besides I dont think I would have the money to enforce such contract. What do you think?

Some advise would be appreciated
Cheers

What does your lawyer tell you?

You cannot reasonably claim you don't have a lawyer at this point: Hiring a company means contract work, and contracts require lawyers.

If you don't have a lawyer to review their contract, you must be either naive or incredibly trusting. Both are dangerous in the business world.

Remember that contracts are not for when things are working great. As long as both you and they are happy then the contracts will gather dust in drawers. Fortunately that is what usually happens.

Contracts are there when there for problems. Contracts are there when one side doesn't have everything they need or expected. Contracts are there when they fail to deliver, or when you fail to pay. Contracts are there for when their work is shoddy and unacceptable, or when you are unreasonable about your requests. Contracts are there for when the deal goes horribly wrong, and it protects you from suffering a complete loss.

If the contract is theirs, it is designed to protect them. It was written with their interests in mind. It may or may not protect you. It may protect you incompletely. Either way, you need your lawyer to review it.

Contracts are like disability insurance. Contracts are like immunizations. Contracts are like safety nets. Yes they can be a bit of a pain to set up, and you will rarely if ever need to rely on it. But when the time comes that you REALLY need it, having those contracts in place makes the difference between just being annoying vs financial ruin.

What does your lawyer tell you?

You cannot reasonably claim you don't have a lawyer at this point: Hiring a company means contract work, and contracts require lawyers.

This seems kind of ridiculous. I really wouldn't expect a solo indie to have a lawyer, let alone the money to even consider one.

While yes it would be a great idea to get a lawyer to look over every one of your contracts, I've handled contract work by myself and it has worked out fine. I haven't run into any problems though, everyone I've worked with has come through. It's a good idea to try to educate yourself at least basically about contracts however.

Personally, I wouldn't worry too much about an NDA.

Well, to be honest, you're already screwed as far as an NDA goes. You've already released material to them without an expectancy of non-disclosure then they could have already potentially released materials you might not want released. You can try to submit an NDA now but if something you've released to them already gets out then you're SOL as they could claim the release happened before an NDA was even mentioned.

Ok, well, Im going to put some trust on them. They already did some test work for me and it worked great. They seem honest. I'm not a big company or anything similar, I don't know if I could enforce such contract. If I can get their template I might bring it to a local lawyer to review it and see if it can protect my material. But well, in any case I've just given them mere lists of assets. All this paperwork sounded to me like for big companies and such.

There's no harm in you having them sign an NDA, even if it is a bit late. But your concern about the cost of enforcing it (if it came to that) is valid. Some NDAs include a court costs clause, but if they're in another country, that could be hard to enforce too. Better to focus your energies on having a solid agreement as to the work they're to do, and clear milestones that lay out your expectations in no uncertain terms.

[quote name='Joanroca' timestamp='1314116256' post='4852835']
Hi everyone!

I'm an indepedent developer making a game as a personal project, it's not a company. The game is intended to be commercial. I'm about to hire a studio company in another country to make the graphic assets. I have given them lists with the characters, descriptions, buildings and some other details. My concern is if we should sign a NDA contract in order to protect my documents. They told me they have and standard template but Im not sure if it's a bit overkill. Besides I dont think I would have the money to enforce such contract. What do you think?

Some advise would be appreciated
Cheers

What does your lawyer tell you?

You cannot reasonably claim you don't have a lawyer at this point: Hiring a company means contract work, and contracts require lawyers.

If you don't have a lawyer to review their contract, you must be either naive or incredibly trusting. Both are dangerous in the business world.

Remember that contracts are not for when things are working great. As long as both you and they are happy then the contracts will gather dust in drawers. Fortunately that is what usually happens.

Contracts are there when there for problems. Contracts are there when one side doesn't have everything they need or expected. Contracts are there when they fail to deliver, or when you fail to pay. Contracts are there for when their work is shoddy and unacceptable, or when you are unreasonable about your requests. Contracts are there for when the deal goes horribly wrong, and it protects you from suffering a complete loss.

If the contract is theirs, it is designed to protect them. It was written with their interests in mind. It may or may not protect you. It may protect you incompletely. Either way, you need your lawyer to review it.

Contracts are like disability insurance. Contracts are like immunizations. Contracts are like safety nets. Yes they can be a bit of a pain to set up, and you will rarely if ever need to rely on it. But when the time comes that you REALLY need it, having those contracts in place makes the difference between just being annoying vs financial ruin.
[/quote]

^This.

The first lesson of being in this business is that your going to get screwed sooner or later by someone, somewhere, and when that happens you better have your ass covered! It sounds a bit late in this case, but get them to sign an NDA if you can. Anything else really ought to have been brought up beforehand. Consider the potential loss vs. covering expenses when doing this kind of business - it could end up biting you in the ass either way.

Finally, NDA:s and contracts are not just 'something for the big boys' - if you're in business at all, for any protracted length of time, you really really have to get this stuff unless you're solely relying on being incredibly lucky; which is a poor business outlook to have.

Finally, NDA:s and contracts are not just 'something for the big boys' - if you're in business at all, for any protracted length of time, you really really have to get this stuff unless you're solely relying on being incredibly lucky; which is a poor business outlook to have.

There are lots of businesses whose business models aren't based on secrecy. Not every business needs an NDA.

Thanks for all your advice!
I've got the contract template. It's seems pretty standard. It says that I own the rights of all the work they will do for me, and all the materials supplied by me have to be treated as confidencial...

So, is it enough with both parties having a scanned signature on the contract?

not sure about scanned but i know a faxed copy counts as an orginal

and in buissness for legal contracts and such overkill protection is a GOOD THING

Have a lawyer/solicitor. Even as an indie, this is extremely important. Is this studio in a another country? Will this cause an issue in the contract? Do the rights belong to you before or after payment? What happens if they take too long? Spending a couple of hundred pounds to for a solicitor to look at a contract can potentially save you much, much more in the long run if something goes wrong.

http://www.alixgames.co.uk/post/8880620751/one-of-the-dangers-of-being-a-contractor-or

not sure about scanned but i know a faxed copy counts as an orginal

Maybe, depending on the jurisdiction. See http://underdevelopmentlaw.com/category/contracts/page/3/ (scroll down to Collaboration Agreements and Online Development Teams).