--- title: Publisher Contract Review collection: Strategy path: Strategy/Publisher Contract Review parentDocument: null outlineId: a30f5d72-cedb-4d5f-a76f-ae477482efda updatedAt: '2026-03-01T18:21:44.885Z' createdBy: Jennie R.F. --- # 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.