Jennie Robinson Faber
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145 lines
5.4 KiB
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145 lines
5.4 KiB
Markdown
---
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title: Publisher Contract Review
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collection: Strategy
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path: Strategy/Publisher Contract Review
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parentDocument: null
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outlineId: a30f5d72-cedb-4d5f-a76f-ae477482efda
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updatedAt: '2026-03-01T18:21:44.885Z'
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createdBy: Jennie R.F.
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---
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# Whitethorn Games Contract Review
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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.
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## Making the game
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### Typical Indie Contract:
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* Publisher finances development.
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* You submit milestones and get paid as milestones are approved by Publisher.
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### Whitethorn:
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* Fixed monthly payments for 21 months.
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* No clear date for gold master or publishing the game.
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* No milestones or approvals, but provide access to builds every two weeks.
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* Developer has creative control, but Whitethorn has disability/accessibility input rights.
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### Pros:
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* Very flexible for Developer.
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* Money not tied to publisher approval of milestones.
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### Cons:
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* Missing a deadline by 10 days allows contract termination.
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* No post-launch milestone revenue = cashflow issues.
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### Making it more Indie-friendly:
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* Rework penalties for late delivery (see termination section).
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* Address post-launch cashflow:
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* Extend monthly payments past launch, or
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* Negotiate 80/20 or 90/10 pre-recoup rev share, or
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* Ensure that studio has sufficient cash on hand.
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## Marketing the game
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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.
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### Suggestions:
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* Ask for a marketing plan and attach to the contract.
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* Add clauses that guarantees publishing.
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## Revenue calculation and sharing
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### Typically:
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* Publisher recoups development costs, marketing.
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* Rev share during recoup is between 100/0 to 80/20.
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* Post-recoupment split is around 50/50, depending on publisher investment level.
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* Rev share may shift towards developer over time.
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* Payments are made monthly or quarterly.
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### WhiteThorn:
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* Publisher recoups 100% of development expenses, 30% of PC/console marketing, 100% of mobile marketing.
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* Pre-recoupment rev share is 100/0.
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* Post-recoupment rev share is undefined.
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* Merchandising revenue is either 100/0 for Developer, or 50/50 if sold via Publisher. No one does less than 50/50 after recoup.
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* Porting costs are non-recoupable.
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* Monthly payments.
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* Good developer audit rights.
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## Intellectual property ownership
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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.
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### Suggestions:
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* Negotiate how long until you get IP back - it should be tied to publishing timeline.
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* Net revenue may be calculated differently by an accountant and a lawyer. Be clear.
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## How easy is it to get out of this deal?
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One successful game gives you a lot of bargaining power. (As does having multiple publishing deal options)
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## Termination Rights and Obligations
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### Typical Indie Deal:
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* Roughly 5 year duration.
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* Termination if one side breaches the contract.
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* Termination on mutual agreement.
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* 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.
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### Whitethorn:
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* Duration is essentially 2 years from first publication on any platform, but duration is somewhat unclear.
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* Both Publisher and Developer can terminate at any time on 60 day notice.
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* No penalty for Publisher doing so.
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* If Developer does so, continued payment of rev share for 24 months.
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* Developer or Publisher can terminate if the other side breaches and that breach continues for more than 10 days.
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### Making the contract more indie-friendly:
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* Clarify the duration of the contract.
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* Extend the 10-day notice period to 30 days for termination for breach.
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* Clarify the penalty for termination without cause by both Publisher and Developer.
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* Add developer termination rights for failure to publish.
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* Specify what happens on termination in greater detail, especially ports.
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## Risk allocation
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### Typical Indie Deal:
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* You're on the hook for allegations of IP infringement, or other problems with the game.
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* This is a low-risk, high-impact clause
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* Patent trolling is no longer common
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* Get insurance! Especially if you have more than the current IP
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### Whitethorn:
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* No promises regarding bugs and viruses, IP infringement warranties are really generous. Negotiate a qualifier.
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### Pros:
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* Very reasonable risk allocation for the Developer.
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### Cons:
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* None, really.
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### Making the contract more Indie-friendly:
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* These are all low-risk, high-impact clauses.
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* But overall, take these as-is.
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## Final thoughts
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Raw Fury's contract in a word: Sneaky
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Whitethorn's contract in a word: Sloppy
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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.
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