---
title: Publisher Contract Review
description: ''
category: strategy
tags: []
accessLevel: public
author: Baby Ghosts
publishedAt: '2025-11-10T10:42:09.229Z'
---
# Whitethorn Games Contract Review

WhiteThorn made their [agreement](https://docs.google.com/document/d/e/2PACX-1vQYB4MfO44m7KRK73lMCis52XvmATIb9sy3NwoIRI4d50SyXPO4v0kg3PDxXMU2Cjjw-L5D-gWKK9dR/pub) public in response to Raw Fury doing the same. They are an American indie publisher of cozy games.

## Making the game

### Typical Indie Contract:
- Publisher finances development.
- You submit milestones and get paid as milestones are approved by Publisher.

### Whitethorn:
- Fixed monthly payments for 21 months.
- No clear date for gold master or publishing the game.
- No milestones or approvals, but provide access to builds every two weeks.
- Developer has creative control, but Whitethorn has disability/accessibility input rights.

### Pros:
- Very flexible for Developer.
- Money not tied to publisher approval of milestones.

### Cons:
- Missing a deadline by 10 days allows contract termination.
- No post-launch milestone revenue = cashflow issues.

### Making it more Indie-friendly:
- Rework penalties for late delivery (see termination section).
- Address post-launch cashflow:
  - Extend monthly payments past launch, or
  - Negotiate 80/20 or 90/10 pre-recoup rev share, or
  - Ensure that studio has sufficient cash on hand.

## Marketing the game

Typical deals are vague about marketing obligations and whether the publisher must publish the game. WhiteThorn provides marketing budget, by consensus. No guaranteed publishing date; no mention of pricing, discounting etc. Vague mention of merchandising. Very vague about merchandising and porting. 

### Suggestions:
- Ask for a marketing plan and attach to the contract.
- Add clauses that guarantees publishing.

## Revenue calculation and sharing

### Typically:
- Publisher recoups development costs, marketing.
- Rev share during recoup is between 100/0 to 80/20.
- Post-recoupment split is around 50/50, depending on publisher investment level.
- Rev share may shift towards developer over time.
- Payments are made monthly or quarterly.

### WhiteThorn:
- Publisher recoups 100% of development expenses, 30% of PC/console marketing, 100% of mobile marketing.
- Pre-recoupment rev share is 100/0.
- Post-recoupment rev share is undefined.
- Merchandising revenue is either 100/0 for Developer, or 50/50 if sold via Publisher. No one does less than 50/50 after recoup.
- Porting costs are non-recoupable.
- Monthly payments.
- Good developer audit rights.

## Intellectual property ownership

Developer retains ownership of IP. Publisher has exclusive licence (transfer of almost all IP rights to the publisher) over platforms/markets covered by contract. What you get in return is royalties. Rights of first refusal/first offer on sequels and expansions. 

### Suggestions:
- Negotiate how long until you get IP back - it should be tied to publishing timeline.
- Net revenue may be calculated differently by an accountant and a lawyer. Be clear.

## How easy is it to get out of this deal?

One successful game gives you a lot of bargaining power. (As does having multiple publishing deal options)

## Termination Rights and Obligations

### Typical Indie Deal:
- Roughly 5 year duration.
- Termination if one side breaches the contract.
- Termination on mutual agreement.
- Publisher can terminate before launch without needing a reason, but pays a financial penalty (typically 1-2 milestone payments) and has no ongoing rights in the game if it does so.

### Whitethorn:
- Duration is essentially 2 years from first publication on any platform, but duration is somewhat unclear.
- Both Publisher and Developer can terminate at any time on 60 day notice.
  - No penalty for Publisher doing so.
  - If Developer does so, continued payment of rev share for 24 months.
- Developer or Publisher can terminate if the other side breaches and that breach continues for more than 10 days.

### Making the contract more indie-friendly:
- Clarify the duration of the contract.
- Extend the 10-day notice period to 30 days for termination for breach.
- Clarify the penalty for termination without cause by both Publisher and Developer.
- Add developer termination rights for failure to publish.
- Specify what happens on termination in greater detail, especially ports.

## Risk allocation

### Typical Indie Deal:
- You're on the hook for allegations of IP infringement, or other problems with the game.
  - This is a low-risk, high-impact clause
  - Patent trolling is no longer common
- Get insurance! Especially if you have more than the current IP

### Whitethorn:
- No promises regarding bugs and viruses, IP infringement warranties are really generous. Negotiate a qualifier.

### Pros:
- Very reasonable risk allocation for the Developer.

### Cons:
- None, really.

### Making the contract more Indie-friendly:
- These are all low-risk, high-impact clauses.
- But overall, take these as-is.

## Final thoughts

Raw Fury's contract in a word: Sneaky

Whitethorn's contract in a word: Sloppy

Bottom line: Whitethorn is still the most indie-friendly contract he has seen to date. Whether compared to Raw Fury or anyone else. Exhausted supply of public contracts - Raw Fury took a lot of flak online for theirs and no one else is really coming forward. Montreal indie contract idea.
