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游戏发行商与开发商之间的良性关系应是什么样的?

发布时间:2020-03-13 08:58:14 Tags:,,

游戏发行商与开发商之间的良性关系应是什么样的?

原作者:Ryan Sumo 译者:Vivian Xue

游戏发行商与开发商的关系总是充满了危机。当一家经验丰富、手握资本的发行商与一家财务空白、希望把游戏推向广大市场的开发商合作时,二者间的不平衡是天然存在的。最近的新闻证实了这一点,我听说又一家开发商受到了发行商的不公正对待或蓄意误导。这篇文章不是为了点名批评该事件(并且说实话,你看到这篇文章时,时间可能在2019-2022年间,这件事可能已经过去了),我更希望展示一种发行商与开发商之间的良性关系。我还会提供游戏Ruinarch的发行合同细节作为事实信息,因为我认为信息不对称是导致开发商被利用的关键问题。

首先,让我们对术语进行定义:

1. 发行合同

发行合同的首要条款是发行商提供开发资金。阐明一点,我将任何不提供资金支持的交易称为“分销合同”,这个后面再谈。我知道有人不认同我的定义,但我认为记住这个区别对开发商来说很重要。

除了提供资金,发行合同通常还规定发行商为开发商提供知识和建议,包含了游戏开发、编程到营销各个方面的建议。这对没经验的开发商来说最有帮助,但即便是有经验的开发商,获得不同的审视游戏的视角也是有价值的。

而开发资金与信息以利润作为交换,发行商往往要求在收回成本后,基于游戏收入抽取分成。由于发行商投入了资金,他们想确保至少能收回成本。

这种利润分成的形式有许多种:例如,发行商在收回成本前可能会要求75:25分成,成本收回后收入五五分。在我们与Maccima的合作中,成本收回前收入100%归我们,成本收回后我们让利开发者,他们拿70%,我们拿30%。

machine zone(from pocketgamer.biz)

machine zone(from pocketgamer.biz)

2. 分销合同

分销合同不提供开发资金,基本上以提供营销和分销支持交换游戏收入分成。

我个人对分销合同持谨慎态度。发行合同的前期资金投入使开发商的利益与游戏紧密联系在一起。作为一名开发者,我也更偏向发行合同,因为它分摊了一大部分风险,使我能够毫无畏惧地制作游戏。而分销合同给我的感觉是,我独自承担了游戏制作的大部分风险,然后某人在快结束时加入,拿走我的部分收入。

然而,正如电视节目《鲨鱼坦克》(Shark Tank)阐释的道理“10万美元的70%总比0美元的100%好”。签分销协议的原因有很多:

(1) 作为开发者,你厌恶任何与营销、金钱有关的事情,你只想终日躲在房间里写代码。

(2) 你信任合同的另一方,他们坦诚公布了计划投入的营销资金的具体数额(这表明他们与游戏利益攸关)。

(3) 你的游戏已经发行了,想把它推向你不熟悉的市场,如中国市场或主机市场。

这些都是你签订分销合同的正当理由。作为开发商,你必须判断合同是否适合你。

3. 草拟合同

发行合同的谈判过程可能很漫长,甚至在第一份合同草拟出来前,你就已经面对了不少阻碍。在我们拿下Political Animals的发行合同前,我撰写了数个合同发给发行商Positech Games。Cliff(Positech Games创立者之一)头几次无视了我,但在我的软磨硬泡下(记住,是合乎礼貌的),2015年的EGX会议上我向他展示了游戏模型,他终于同意了。

我是在2019年2月9日发现了Maccima Games并开始联系他们。不久后,我拜访了他们的工作室,希望更好地了解该团队以及他们对游戏的态度。我提出帮他们发行游戏的意愿,但同时表示如果他们想找更大的发行商(例如Paradox Interactive),我可以利用我的人脉帮他们争取采访机会。我很早就提出无论他们的决定是什么,我都愿意助他们一臂之力,这也搭建起了双方间的信任。

4. The Pitch Deck(融资演讲)

几个月后,我邀请Maccima参加了一个PC开发者会议,该会议仅限受邀人士参加,聚集了其它本地的开发者,我们可以相互展示游戏并给出意见。通过和Maccima的主管交谈,我大致了解了他们所处的开发阶段。我告知他我们手头的资金量,以及我们将如何订立发行合同。他说他们很感兴趣,并且正在准备一个向各大发行商融资的演讲。

我之前写过一篇关于优秀的融资演讲稿应包含什么的文章,Maccima的演讲稿涵盖了最重要的几个方面。这是一篇优质的演讲,他们所抱的期望是合理的。最重要的是,他们提出的要求我们可以满足。在与我们的COO审视了公司财务状况后(以确保我们有能力承担该风险),我们决定向他们提供offer。

5. 正式合同

最终,我们来到了本文的重要部分,我们(Squeaky Wheel)和Maccima Games的合同复制本(https://app.box.com/s/6gj7tqrlsdegg7yp1s7hl3rlgctdv9lx)。小型独立开发商/发行商的好处在于,分享这样的文件不需要经过繁琐的程序。当然我征得了其它创始人以及Maccima Games的同意,否则我不会在此分享。

有几个地方值得注意:这不是一份最佳的合同范本,只是一份真实的合同。其中的条款不一定适合所有公司。关键在于进行谈判,直到双方对合同感到满意。

这份文件是合同原件的复印版,其中的个人信息、日期和交易金额被移除了。我保留了批注,以证明这份合同是经双方协商后拟定的。

在接下来的段落中,我将讨论拟定合同时值得注意的几个方面。

(1) 销售与权利
合同的第3-7部分关于发行商享有的游戏相关权利。例如,我们希望享有游戏及其DLC在世界范围内、涵盖PC/Mac和Linux平台的独家销售和发行权。我们拥有游戏移植或续作开发的优先取舍权,如果我们对这些不感兴趣,开发商可以自由寻找其它支持。所有商业交易都必须经过我们同意。例如,在微乎其微的可能性下Epic Games(咳咳)想投资这款游戏,他们应直接与我们交易,而不是开发商。为表示对开发商的尊重,他们将参与这些交易的谈判过程,但要确保这些交易中我们是唯一的联系人。合同中也有许多对开发商的保护条款,例如我们无权未经开发商同意制作续作、DLC或移植游戏。

(2)版税及开发资金偿还方式
第8和第9部分关于金额。这部分非常详细,包括版税分成比例,这些数字是如何确定的,以及向开发商转账的方式。这部分有许多说明,你可以阅读批注。为了保护开发商,他们可以直接获取财务数据(我们可以通过Steam共享)。在财务数据缺失的情况下,我们保证公开收到款项的凭证。

(3)终止条款
这大概是合同中陷阱最多、也是最重要的条款。发行合同代表一种关系,正如所有关系一样,它可能会恶化。这部分规定了如何处理这种罕见情况,它也决定了双方是和平分手还是不欢而散。我们就这部分展开了许多讨论,但最终达成的基本共识为:若开发商连续未达成重大目标,我方有权终止合同;若我方连续未能支付款项,开发商有权终止合同。

这部分最有意思的是子条款e,它写道:

e)若延期是由天灾、主要员工身体抱恙以及其它不可抗力造成,开发商对此不承担责任。

这是开发商特别提出的要求,我立马同意了。虽然我们干这行都是为了赚钱,但我们必须明白生活总有意外,我们必须腾出时间处理这些意外。

(4)协商、协商、协商
如果在阅读本文后你只想带走一条经验,那就是你们应该进行协商。合同是可以改的。不存在通用的合同。发行商希望合同最好保持不变,因为每次更改都必须请律师,也就是要花钱。此外,更改合同还会影响他们与其它开发商的合同,引发费用上升。

但作为开发商,你必须确保自己在这段关系中感到舒适,因此如果存在任何不合理的地方,要求开发商解释,必要情况下改变它。

总结

我们展示的这份合同并不是最佳范本。事实上,我怀疑开发商、发行商,特别是律师们会对它嗤之以鼻。游戏Ruinarch仍处于开发阶段,因此事情仍有可能变糟。我们已经同意了Maccima延长开发期限的请求,因为当初估计的时间有点紧。希望明年我们双方仍然是朋友。

我们的目标是通过分享,帮助其它新兴开发商和发行商调整和管理自己的期望,至少了解真实的合同是什么样子的。我们也希望无论是开发商还是发行商,最终都能明白合同代表一种关系,并且即便双方都从自身利益出发,他们必须花时间确保双方达成一致意见。哪怕最佳的合同也无法修补恶化的关系,但只要双方面对面坐下进行真诚协商,任何争端都能被化解。

感谢阅读,希望对您有所帮助!如果你想支持我们,请将Ruinarch加入愿望单吧。

本文由游戏邦编译,转载请注明来源,或咨询微信zhengjintiao

Publisher and developer relations have always been fraught with peril. There is a natural imbalance that occurs when a much more experienced entity with capital deals with a financially naive developer that wants to put their art out into the wider world. Recent news has borne this out, as I have heard of another publisher mistreating or wilfully misleading a developer. The point of this article is not to name and shame (and honestly, depending on when you actually read this, I could be referring to an issue from 2019 or from 2022), but rather to show what a healthy publisher/developer relationship can look like. I will also be providing actual contract details for Ruinarch (wishlist now!) to serve as a datapoint, as I believe information asymmetry is one of the key issues that leads to developers being taken advantage of.

First off, let’s define our terms.

Publishing
A publishing deal is one that first and foremost provides funding. For absolute clarity, I will refer to any deal that offers no money as “distribution” which I will describe later. I am aware that others may disagree with my definition, but I believe it is important for developers to hold that distinction in mind.

Aside from capital, a publishing deal typically also offers knowledge sharing and advice. This means advice regarding all aspects of game development, from programming to marketing. This is most useful for a first time developer, but even accomplished developers derive value from having a new set of eyes on their game.

In exchange for capital and information, a publisher will typically ask for profit sharing based on revenue generated after they recoup their costs. Basically, since they fronted the money, they want to be assured that at the very least, they will be able to recoup the risk that they took spending that money in the first place.

This profit sharing agreement can take many forms. For example, the publisher could ask for a 75/25 split on revenue until they have recouped their costs, and thereafter the split is 50/50. For our own deal with Maccima (as I’ll discuss later) we get a 100% recoup first before splitting the deal 70/30 in favor of the developers.

Distribution
A distribution deal is one that provides no funding, but basically provides marketing and distribution support in exchange for revenue.

I am personally quite wary of distribution deals. The up front money from a publishing deal establishes “skin in the game” for the publisher. As a developer, I am also more appreciative of the up front money because it immediately takes a lot of the risk off the table and lets me make the game without fear. A distribution deal feels to me like I have taken most of the risk by making the game on my own, then someone is going to come in at the tail end of the process and take some of my hard earned revenue.

However, to paraphrase Shark Tank , “70% of a hundred thousand dollars is better than 100% of 0 dollars”. There are many reasons why you would want to take a distribution deal:

1. You are a developer that just hates everything to do with marketing and money and you want to hide in your room and code all day.

2. You trust the people behind the distribution deal, and they are up front with exactly how much money they are planning to spend on marketing (this shows skin in the game).

3. You already have an established game and want to expand to a market that you are not familiar with, like China or the console market.

These are all valid reasons to accept a distribution deal. As a developer you will have to make the hard decisions about whether or not a deal is suitable to you.

First Contact
Publishing deals can take a long time to negotiate, and there is a lot of wooing that happens even before the first draft of the publishing deal is presented to you. Before we secured a deal for Political Animals, I had written on and off to Positech Games about the possibility of a publishing deal. Cliff brushed me off the first few times, but I eventually wore him down (politely, mind you), and in a meeting at EGX in 2015 where I presented him the current prototype of the game sealed the deal.

I first noticed and reached out to Maccima Games on February 9, 2019. Soon after, I visited them to try to get a better idea of the team and how serious they were with the game. I broached the idea of possibly publishing the game, but also told them that if they wanted to try for a bigger publisher (eg Paradox Interactive), I would use my digital rolodex on their behalf and try to secure interviews for them. Early on I already established that no matter what happened I wanted to help them succeed, which helped to build trust between us.

The Pitch Deck
A few months later I invited Maccima to an invite-only PC dev session with some other local devs, where we would get to show each other our games and give each other advice. I chatted with Marvin, the head of Maccima, to get a sense of where they were in development. I explained to him how much money in the bank we had, and how I’d approach a publishing deal. He told me that they were still interested, and were now preparing a pitch deck for publishers in general.

I have written about what should be in a good pitch deck before, and Maccima’s pitch deck nailed the most important parts. It was solid, and their expectations were reasonable. Most importantly, the amount they were asking for was something that we could afford. After reviewing our finances with our COO (wherein we definitely answered the question of whether we could afford this risk), we decided to offer them a contract.

Here is a link to Ruinarch’s (formerly World’s Bane) Pitch Deck, with financial data removed as requested by the developer.

The Contract
Finally, here’s the main event, a copy of the contract in place between Squeaky Wheel and Maccima Games. One of the nice things about being a small indie dev/publisher is it allows us to share things like this without dealing with a large bureaucracy. I made sure to ask permission from my cofounders as well as Maccima games, and would not be sharing this otherwise.

It’s important to note a few things. This is not meant to be an example of the “best” contract, merely an example of an actual contract. What works best for us may not work for you. The point is to negotiate until you are comfortable with the contract.

This document is a copy of the original, with personal details, dates and actual dollar amounts removed. I have left the comments in to show that this contract was crafted after negotiation between the two parties.

In the following paragraphs, I will discuss some of the key parts of the contract that you should pay attention to when negotiating your own.

Sales and Rights
Sections 3 to 7 cover what the rights of the publisher are with regards to the game. For example, we wanted exclusive and worldwide rights to sell and publish the game on PC/Mac and Linux, extending to DLC. We have right of first refusal for any ports or sequel, but if we’re not interested, then the developer is free to shop the game around. It’s made clear that all business transactions must go through the publisher. So for example, on the off chance that Epic Games (ahem) wants to throw a bunch of money our way, they would be dealing with us, not the developer. As a courtesy to the developer they would be included in any discussions, but its important that there is only one point of contact in these kinds of decisions. There are also numerous protections for the developer, such as stipulations that we cannot create sequels, ports, or DLCs without the agreement of the developer.

Royalties and Recoup Rates
Sections 8 and 9 deal with the numbers. These sections get very detailed, and explain how much of the royalty goes to the publisher, how exactly those number are derived, and how the money will be transferred to the developer. There was a lot of clarifications involved in this section, as you can see from the comments. To protect the Developer, they will be given direct access to financial data (which we can do with Steam). In absence of that, we promise to share documentation of funds received.

Termination
This is maybe one of the most fraught parts of a contract, but also one of the most important. A publishing agreement is a relationship, and like all relationships, it can go sour. This section stipulates what should happen in that rare case, and it can be the key to an amicable separation or a messy divorce. There was also a lot of discussion here, but the basic agreement is that we can terminate the agreement if the developer continuously misses milestones. The developer can terminate the agreement if we continuously miss payments.

The most interesting part of this is subsection e, which states:

e) The Publisher agrees that Developer cannot be held liable for delays due to acts of god, sickness of key staff, and other events beyond Developer’s control.

This is something that the developer asked for specifically, and which I agreed to immediately. While we’re all in this business to make money, we must also remember that sometimes life happens, and we have to make room for that possibility.

Negotiate, Negotiate, Negotiate
If you leave this article with only one lesson, it is that you should negotiate. Contracts can be changed. There is no such thing as a one size fits all contract. It is the publisher’s best interests to not have changes made, because each change requires lawyers, which cost money. Any change in the contract may also affect their contracts with other developers, and so the costs cascade and increase.

But as a developer you must be comfortable going into this relationship, so if there is anything that really jumps out at you that you feel is unreasonable, ask for it to be explained and if necessary, changed.

Conclusion
We are not presenting this contract as the perfect contract by any means. In fact I suspect that the contract will be picked apart by developers, publishers, and especially lawyers for various reasons. Ruinarch is also still in the middle of development, so things can still go sour. We have already agreed with Maccima to extend development because the initial time estimates were a little too tight. Here’s hoping that we will still be friends come next year.

Our goal is that having this out there can help prepare other devs and prospective first time publishers manage their expectations and offer at least one data point for what an actual contract looks like. We also hope that both developers and publishers understand that at the end of the day, this is a relationship, and both sides need to make sure that even as they look out for their best interests, they must take the time to make sure they are on the same page. The best contract in the world cannot fix a bad relationship, but a contract dispute can be fixed by two people sitting across from each other and negotiating in good faith.

Thanks for reading, and hope you found this useful! If you want to support us, please wishlist Ruinarch. Publisher and developer relations have always been fraught with peril. There is a natural imbalance that occurs when a much more experienced entity with capital deals with a financially naive developer that wants to put their art out into the wider world. Recent news has borne this out, as I have heard of another publisher mistreating or wilfully misleading a developer. The point of this article is not to name and shame (and honestly, depending on when you actually read this, I could be referring to an issue from 2019 or from 2022), but rather to show what a healthy publisher/developer relationship can look like. I will also be providing actual contract details for Ruinarch (wishlist now!) to serve as a datapoint, as I believe information asymmetry is one of the key issues that leads to developers being taken advantage of.

First off, let’s define our terms.

Publishing
A publishing deal is one that first and foremost provides funding. For absolute clarity, I will refer to any deal that offers no money as “distribution” which I will describe later. I am aware that others may disagree with my definition, but I believe it is important for developers to hold that distinction in mind.

Aside from capital, a publishing deal typically also offers knowledge sharing and advice. This means advice regarding all aspects of game development, from programming to marketing. This is most useful for a first time developer, but even accomplished developers derive value from having a new set of eyes on their game.

In exchange for capital and information, a publisher will typically ask for profit sharing based on revenue generated after they recoup their costs. Basically, since they fronted the money, they want to be assured that at the very least, they will be able to recoup the risk that they took spending that money in the first place.

This profit sharing agreement can take many forms. For example, the publisher could ask for a 75/25 split on revenue until they have recouped their costs, and thereafter the split is 50/50. For our own deal with Maccima (as I’ll discuss later) we get a 100% recoup first before splitting the deal 70/30 in favor of the developers.

Distribution
A distribution deal is one that provides no funding, but basically provides marketing and distribution support in exchange for revenue.

I am personally quite wary of distribution deals. The up front money from a publishing deal establishes “skin in the game” for the publisher. As a developer, I am also more appreciative of the up front money because it immediately takes a lot of the risk off the table and lets me make the game without fear. A distribution deal feels to me like I have taken most of the risk by making the game on my own, then someone is going to come in at the tail end of the process and take some of my hard earned revenue.

However, to paraphrase Shark Tank , “70% of a hundred thousand dollars is better than 100% of 0 dollars”. There are many reasons why you would want to take a distribution deal:

1. You are a developer that just hates everything to do with marketing and money and you want to hide in your room and code all day.

2. You trust the people behind the distribution deal, and they are up front with exactly how much money they are planning to spend on marketing (this shows skin in the game).

3. You already have an established game and want to expand to a market that you are not familiar with, like China or the console market.

These are all valid reasons to accept a distribution deal. As a developer you will have to make the hard decisions about whether or not a deal is suitable to you.

First Contact
Publishing deals can take a long time to negotiate, and there is a lot of wooing that happens even before the first draft of the publishing deal is presented to you. Before we secured a deal for Political Animals, I had written on and off to Positech Games about the possibility of a publishing deal. Cliff brushed me off the first few times, but I eventually wore him down (politely, mind you), and in a meeting at EGX in 2015 where I presented him the current prototype of the game sealed the deal.

I first noticed and reached out to Maccima Games on February 9, 2019. Soon after, I visited them to try to get a better idea of the team and how serious they were with the game. I broached the idea of possibly publishing the game, but also told them that if they wanted to try for a bigger publisher (eg Paradox Interactive), I would use my digital rolodex on their behalf and try to secure interviews for them. Early on I already established that no matter what happened I wanted to help them succeed, which helped to build trust between us.

The Pitch Deck
A few months later I invited Maccima to an invite-only PC dev session with some other local devs, where we would get to show each other our games and give each other advice. I chatted with Marvin, the head of Maccima, to get a sense of where they were in development. I explained to him how much money in the bank we had, and how I’d approach a publishing deal. He told me that they were still interested, and were now preparing a pitch deck for publishers in general.

I have written about what should be in a good pitch deck before, and Maccima’s pitch deck nailed the most important parts. It was solid, and their expectations were reasonable. Most importantly, the amount they were asking for was something that we could afford. After reviewing our finances with our COO (wherein we definitely answered the question of whether we could afford this risk), we decided to offer them a contract.

Here is a link to Ruinarch’s (formerly World’s Bane) Pitch Deck, with financial data removed as requested by the developer.

The Contract
Finally, here’s the main event, a copy of the contract in place between Squeaky Wheel and Maccima Games. One of the nice things about being a small indie dev/publisher is it allows us to share things like this without dealing with a large bureaucracy. I made sure to ask permission from my cofounders as well as Maccima games, and would not be sharing this otherwise.

It’s important to note a few things. This is not meant to be an example of the “best” contract, merely an example of an actual contract. What works best for us may not work for you. The point is to negotiate until you are comfortable with the contract.

This document is a copy of the original, with personal details, dates and actual dollar amounts removed. I have left the comments in to show that this contract was crafted after negotiation between the two parties.

In the following paragraphs, I will discuss some of the key parts of the contract that you should pay attention to when negotiating your own.

Sales and Rights
Sections 3 to 7 cover what the rights of the publisher are with regards to the game. For example, we wanted exclusive and worldwide rights to sell and publish the game on PC/Mac and Linux, extending to DLC. We have right of first refusal for any ports or sequel, but if we’re not interested, then the developer is free to shop the game around. It’s made clear that all business transactions must go through the publisher. So for example, on the off chance that Epic Games (ahem) wants to throw a bunch of money our way, they would be dealing with us, not the developer. As a courtesy to the developer they would be included in any discussions, but its important that there is only one point of contact in these kinds of decisions. There are also numerous protections for the developer, such as stipulations that we cannot create sequels, ports, or DLCs without the agreement of the developer.

Royalties and Recoup Rates
Sections 8 and 9 deal with the numbers. These sections get very detailed, and explain how much of the royalty goes to the publisher, how exactly those number are derived, and how the money will be transferred to the developer. There was a lot of clarifications involved in this section, as you can see from the comments. To protect the Developer, they will be given direct access to financial data (which we can do with Steam). In absence of that, we promise to share documentation of funds received.

Termination
This is maybe one of the most fraught parts of a contract, but also one of the most important. A publishing agreement is a relationship, and like all relationships, it can go sour. This section stipulates what should happen in that rare case, and it can be the key to an amicable separation or a messy divorce. There was also a lot of discussion here, but the basic agreement is that we can terminate the agreement if the developer continuously misses milestones. The developer can terminate the agreement if we continuously miss payments.

The most interesting part of this is subsection e, which states:

e) The Publisher agrees that Developer cannot be held liable for delays due to acts of god, sickness of key staff, and other events beyond Developer’s control.

This is something that the developer asked for specifically, and which I agreed to immediately. While we’re all in this business to make money, we must also remember that sometimes life happens, and we have to make room for that possibility.

Negotiate, Negotiate, Negotiate
If you leave this article with only one lesson, it is that you should negotiate. Contracts can be changed. There is no such thing as a one size fits all contract. It is the publisher’s best interests to not have changes made, because each change requires lawyers, which cost money. Any change in the contract may also affect their contracts with other developers, and so the costs cascade and increase.

But as a developer you must be comfortable going into this relationship, so if there is anything that really jumps out at you that you feel is unreasonable, ask for it to be explained and if necessary, changed.

Conclusion
We are not presenting this contract as the perfect contract by any means. In fact I suspect that the contract will be picked apart by developers, publishers, and especially lawyers for various reasons. Ruinarch is also still in the middle of development, so things can still go sour. We have already agreed with Maccima to extend development because the initial time estimates were a little too tight. Here’s hoping that we will still be friends come next year.

Our goal is that having this out there can help prepare other devs and prospective first time publishers manage their expectations and offer at least one data point for what an actual contract looks like. We also hope that both developers and publishers understand that at the end of the day, this is a relationship, and both sides need to make sure that even as they look out for their best interests, they must take the time to make sure they are on the same page. The best contract in the world cannot fix a bad relationship, but a contract dispute can be fixed by two people sitting across from each other and negotiating in good faith.

Thanks for reading, and hope you found this useful! If you want to support us, please wishlist Ruinarch.(source:Gamasutra

 


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