128 lines
5.3 KiB
Markdown
128 lines
5.3 KiB
Markdown
---
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title: Publisher Contract Review
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description: ''
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category: strategy
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tags: []
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accessLevel: public
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author: Baby Ghosts
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publishedAt: '2025-11-10T10:42:09.229Z'
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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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