mods and NDA'S
I have been working on a mod for almost 1 year.
I was handed over a NDA by one of the self-proclaimed producers to sign it.
From that day on, situation got worse and worse.
I left, right now they are changing my existing content and claiming it as their own.
He says He claims to own the right of my work, because I signed a NDA.
Is that even possible?
I was handed over a NDA by one of the self-proclaimed producers to sign it.
From that day on, situation got worse and worse.
I left, right now they are changing my existing content and claiming it as their own.
He says He claims to own the right of my work, because I signed a NDA.
Is that even possible?
Replies
I was handed over a NDA by one of the self-proclaimed producers to sign it.
From that day on, situation got worse and worse.
I left, right now they are changing my existing content and claiming it as their own.
He says He claims to own the right of my work, because I signed a NDA.
Is that even possible?
This is not a company this is a mod.
WHEREAS:
1. The Client and the Independent Contractor are currently considering a business
relationship involving certain computer technology;
2. The parties can only properly negotiate such a business relationship if there is disclosure
between the parties of "Confidential Information" which is more fully defined in paragraph 1;
3. As a result, the parties wish to define their rights with respect to the said Confidential
Information and to protect the rights of the Client and its affiliates to such Confidential Information;
IN CONSIDERATION of the respective covenants and agreements hereinafter contained and for other
good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) it
is hereby agreed as follows:
1. Definitions
As used in this agreement, in any amendment hereof, in any documents to be executed and
delivered pursuant to this agreement and in any documents executed and delivered in connection
with the completion of any activities contemplated herein, the following words and phrases shall
have the following meanings respectively:
(a) "Confidential Information" means material in the possession of the Client which is
not generally available to or used by others or the utility or value of which is not
generally known or recognized as standard practice, whether or not the underlying
details are in the public domain, including, without limitation, all Business
Information, Computer Software and Computer Technology whether patentable,
copyrightable or not, which is acquired or developed by or on behalf of the Client
from time to time.
(b) "Business Information" means all,
(i) financial business and personal data relating to clients, affiliates,
subsidiaries, consultants and employees of the Client;
(ii) business and marketing plans, strategies and methods which are not standard
industry practice, or which are not generally known in the industry, and
(iii) studies, charts, plans, tables and compilations of business and industrial
information acquired or prepared by or on behalf of the Client.
(c) "Computer Software" means:
(i) all sets of statements or instructions, in either human readable or machine
readable form, that are expressed, fixed, embodied or stored in any manner
and that can be used directly or indirectly in a computer ("Computer
Programs");
(ii) any report format, design or drawing produced by the Computer Programs,
and
(iii) all documentation, design specifications and charts, and operating
procedures which support the Computer Programs.
(d) "Computer Technology" means all scientific and technical information or material
pertaining to any machine, appliance or process, including specifications, proposals,
models, designs, formulae, test results and reports, analyses, simulation results,
tables of operating conditions, materials, components, industrial skills, operating
and testing procedures, shop practices, know-how and show-how.
2. Limitations on Confidential Information
The Confidential Information shall not include and the Independent Contractor shall have
no obligation with respect to any Business Information, Computer Software or Computer
Technology which:
(a) is disclosed to the Independent Contractor by a third party who is acting
independently and at arm's length from the Independent Contractor and without
knowledge of the contents of this agreement and who acquires and delivers the
information lawfully and without breach of any agreement, including the
Independent Contractor's breach of this agreement;
(b) has been, is being or will be developed by the Independent Contractor or its parent,
subsidiaries, associates or affiliates independently of the Confidential Information
gained pursuant to this agreement, but only in circumstances whereby the
Independent Contractor can provide to the Client, on demand, evidence of the
independence of such development which would be in a form and of a nature
acceptable to a Canadian court of law, or
(c) is already in the public domain or becomes so.
3. Term
(1) The term of this agreement shall be for a period of five (5) years, commencing from the
date of first delivery of any Confidential Information by the Client to the Independent Contractor
and upon termination of this agreement, all obligations and duties of the Independent Contractor
hereunder shall be at an end.
(2) The Independent Contractor hereby agrees that any information which falls within the
definition of Confidential Information and which was disclosed or provided to the Independent
Contractor by the Client or an agent or an affiliate of the Client prior to the Independent
Contractor's signing of this agreement, shall be deemed to be included in and covered by the terms
and conditions of this agreement.
4. Communication of and Title to Developments
(1) The Independent Contractor shall communicate to the Client promptly and fully all
inventions, discoveries, concepts and ideas whether patentable or not including but not limited to
hardware and apparatus, processes and methods, formulas, computer programs and techniques, as
well as improvements thereof and knowledge related thereto (the "Developments") conceived,
completed, or reduced to practice (whether solely by the Independent Contractor or jointly with
others) during the period of the Independent Contractor's work for the Client:
(a) which are related to the present or prospective business, work, or investigations of
the Client;
(b) which result from any work the Independent Contractor performs with the use of
any equipment, facilities, materials or personnel of the company, or
(c) which result from or are suggested by any work which the Independent Contractor
does for or on behalf of the Client.
(2) The Independent Contractor hereby assigns to the Client or to the Client's designee its
entire right, title and interest in and to all such Developments and all copyright and mask work
rights in such Developments and any patent applications filed and patents granted thereon including
those in foreign countries. The Independent Contractor further agrees both during its work with the
Client and thereafter to execute any patent papers covering such Developments as well as any
papers that the Client may consider necessary or helpful in obtaining or maintaining said patents
during the prosecution of patent applications thereon or during the conduct of any interference,
litigation or any other matter in connection therewith. It is understood and agreed that all expenses
incident to the filing of such applications, the prosecution thereof and the conduct of any such
interference, litigation, or other controversy shall be borne by the Client.
5. Non-disclosure
Except as the Client may otherwise consent in writing, the Independent Contractor shall not
use other than for the Client and not directly or indirectly publish or otherwise disclose at any time
(except as the Independent Contractor's duties for the Client require) either during or subsequent to
the Independent Contractors work, any of the Client's Confidential Information (whether or not
conceived, originated, discovered, or developed in whole or in part by the Independent Contractor).
6. Copies and Distribution
The Confidential Information shall not be mechanically or electronically copied or
otherwise reproduced by the Independent Contractor without the express written permission of the
Client, except for such copies as the Independent Contractor may reasonably require for its use
pursuant to this agreement. In addition, the Independent Contractor agrees that it shall not sell,
assign, sublicense or part with possession of or otherwise transfer or dispose of the Confidential
Information or any copies thereof, except as expressly provided in this agreement.
7. Ownership
The Independent Contractor hereby acknowledges that, as between itself and the Client, the
Client is and shall remain the sole owner of all right, title and interest in the Confidential
Information, including, but not limited to any and all rights in copyright, patent, trade secret and
trade mark, and the Confidential Information and all copies thereof which are supplied to the
Independent Contractor by the Client shall be held in trust by the Independent Contractor for the
benefit of the Client only.
8. Return of Confidential Information
The Independent Contractor shall deliver to the Client promptly upon request or on the date
of termination of the Independent Contractor's work for the Client all documents, copies thereof and
other materials in the Independent Contractor's possession or under its power or control pertaining
to the business of the Client, including, but not limited to, Confidential Information, and thereafter
promptly to return documents and copies thereof pertaining to the business of the Client and
originating with the company that come into the Independent Contractor's possession. In the
alternative, if so directed by the Client, the Independent Contractor shall destroy such Confidential
Information, documents and other materials and copies thereof and shall furnish proof of such
destruction to the reasonable satisfaction of the Client.
9. Scope of Agreement
(1) Neither party hereunder shall acquire by virtue of this agreement any right, capacity or
power to act as an agent for the other or to bind the other to any other person, firm, or corporation,
except as is necessary to carry out the purpose and intent of this agreement.
(2) The Independent Contractor hereby specifically acknowledges that this agreement shall
in no way detract from or limit the power of the Client to carry on any other negotiations or
otherwise deal with its Confidential Information in any manner whatsoever.
(3) The provision of the Confidential Information to the Independent Contractor shall be at
the sole discretion of the Client and nothing in this agreement shall obligate the Client to disclose,
or grant access to any particular Confidential Information to the Independent Contractor.
10. Representations
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necessary for it to enter into this agreement and to disclose the Confidential Information to the
Independent Contractor as contemplated by this agreement.
(2) The Independent Contractor represents and warrants that it is not now a party to and
agrees not to enter into any agreement, business relationship or to incur any obligations which may
be in conflict with this agreement.
11. Indemnification
The Independent Contractor hereby agrees to indemnify the company and save it harmless
for any and all losses, expenses, costs, including legal costs, and damages resulting directly or
indirectly from the actions of:
(a) the officers, employees and agents of the Independent Contractor;
(b) the officers, employees and agents of the parent corporation or any affiliate or
subsidiary corporation of the Independent Contractor, or
(c) any other party who obtains access to the Confidential Information either on or off
the Independent Contractor's premises as a result of the Independent Contractor's
negligence or its failure to comply with the terms of this agreement.
(2) This indemnification shall survive the termination of this agreement and shall not detract
in any way from any other rights or remedy which the Client may have under this agreement or
otherwise in law or in equity.
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This Agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario, Canada.
13. Entire Agreement
This Agreement constitutes the sole understanding of the parties about this subject matter
and may not be amended or modified except in writing signed by each of the parties to the
Agreement.
This Agreement, consisting of six (6) pages, including this page, is entered into this 23rd day of
January 2009.
therein lies the answer
i dont have much professional experience with this type of stuff. theyre not even a LLC? worst that can happen is them taking you to some lowly court.
but what do you plan to do with the stuff you made there? personal portfolio?
Edit. So, I don't think they "own the rights" to your work because you signed an NDA, I'd say they own the rights to your work because you participated in their project, thus giving them permission to do with it as they please.
I have plans to use the content I build that mod with a existing mod.
These plans are clearly ruined today.
Section 1 says pretty much anything you work on for them is covered by the NDA and Section 7 says that anything that is covered by the NDA is owned by them. That said, if you are serious, I would get laywer.
(Fellow modder hat) they're a freakin' mod, it's your work, and they won't waste the time to sue you for breach of contract (what monetary compensation can they claim anyway, if it's all volunteer for what would be a free product?) - put it on your portfolio, call their bluff.
yeah, section 7 states that the client owns all the contractor's stuff... but this does sound very shady, clearly. this guy is a sleeze bag.
for one, i doubt very seriously he's goign to take legal action. he sounds like a bully.
This sounds like bullshit. NDAs are not supposed to transfer ownership of materials, as far as i can tell. this very well might be illegal.. but i don't know.
surely, you can't give someone an "NDA" and then in the middle of it somewhere say "and the contractor owes us a hundred million dollars too" because that would be manipulative bullshit.
you should read what you sign, but even so, this is really fucked.
Don't like it? Then learn to read things before you sign them!
This is a really great point
http://en.wikipedia.org/wiki/Bad_faith
And if someone asked me to sign an NDA for a gaming mod...I think that would immediately throw up some red flags.
my response would be suck on deez nutz. do you seriously think this dude will go to the trouble of hiring a lawyer and attempting to track you down and create an international lawsuit? that would cost him thousands of dollars to even get it started and seeing as a mod makes no income how would he ever prove damages and recoupe any money. its just some cockaius trying to bully you.
if they were paying you then it would be another story as they would have been compensating you for your time and then it would be more serious. I wouldnt argue the fact that they have the right to use your assets you provided them, but for a free mod to tell you you dont have the right to your own work, fuck off.
chances are the mod will never be released like 90% of them anyways so i dont think its worth worrying over.
The way I see it, this mod = no money, your portfolio = potential money. Maybe you should sue them instead?
I am part of the Haunted MOD , phase 2 winner of MSU.
I wish to merge the content I made for these parasites with Haunted MOD.
They forced me to SIGN THE GODDAMN NDA after I spent 8 months working full time or I would get kicked out.
I would have stayed if idea guy was actually doing REAL WORK.
I was foolish enough to think that a NDA cannot hold any ownership rights, so I signed it.
I trusted him, so I get fucked over right now..
Any idea's to expose this on a further level?
Kind of a sad trombone moment.
When I joined the Mod, i was working towards MSU.
But after I worked my asshole off and got pissed about progress.
The mofos presented me a NDA , so I signed it or I would get kicked out.
Not knowing that a NDA could hold any ownership i signed it.
You don't understand.
me and Haunted Mod are buddies.
the assholes who made me sign the NDA are different mod.
Haunted is a great mod,
If there was nothing of worth given in return for your services as far as i know the contract is void. This is just what i learnt last trimester at college, and im not sure if it is the same in america. (the contract is under the laws of where the contract was formed)
Also im in agreeance that you should just call his bluff and show the work. Can they actually afford to hire lawyers for an international law suit?
- a link to the mod that you're in bad terms with,
- a link to that haunted mod that seems more chill,
- a link to your work on both!
Then again if you can support yourself for 8 months doing fulltime work for free it seems like you have enough ressources to just start over the artwork anyways?
One thing is sure, you can show your work. It's a MOD, for an amateur CONTEST. It's not as if the winner will instantly become the next Portal or L4D.
Recycling stuff for the next mod, I guess why not, but if I were a judge for the MSU that would annoy me, and maybe would make me put both mods at the bottom of the ranking because neither of them would be in the mod spirit of things.
I'd say recycle your base models, redo your bakes and such. Don't start over again, just maximize your resources. The "NDA" guy sounds like a jerk so yeah he will likely reuse and butcher your work but there's nothing you can do, it's just him being an ass.
Show us some stuff!
(btw Haunted is looking good!)
and no NDA should not contain anything about transfer of copyright... normaally even if there was a dispute the material would be still under non disclosure (unless NDA is terminated) but still owned by the respective parties...
After reading everything it gives hope to say suck on these nuts.
I am going to release these models under creative common licence.
http://g.imagehost.org/view/0991/6_3
http://f.imagehost.org/view/0551/8_12
http://g.imagehost.org/view/0819/7_7
http://f.imagehost.org/view/0956/1_70
http://g.imagehost.org/view/0918/2_30
http://g.imagehost.org/view/0004/3_22
http://f.imagehost.org/0041/4_8.jpg
Kinda of a shit deal but if you are really in doubt get a lawyer or somthin to maybe clear stuff up and tell you the possible outcomes. I'd say use them in your folio as much as you please but maybe make some fresh stuff for the new mod (reuse bits if you want to tho).
And make sure you check which contracts you signed. One of them (the nda's) never actually specified rights to ownership, the actual contract did however.
Hope the haunted goes better than the last one for you :P
And honestly, it's your work regardless of the "NDA" he required you to sign. It's non-profit, there's no legal action that could be taken. This sounds like a wannabe big shot douche that is on a power trip.
The most that could happen is that they sue you for $0. Because that's how much they would have made anyway.
And actually I think you have another loophole. The contract defines you as an independent contractor, but in fact you were a volunteer. That means the agreement is talking about a different classification of business relationship and so does not apply to you.
One mod project I was on had an NDA as part of it, however that NDA was with Vivindi Universal, and had good reason to exist. There may have been a later clause added for grant of license to use work done for the project, but there certainly wasn't anything about ownership of materials.
That being said a signed NDA could keep you from showing the work you did publicly, provided he goes to the trouble to enforce the NDA (ie. lawsuit).
NDAs and such seem a bit excessive & dramatic for a mod.
Second, you are not an independent contractor and you didn't currently consider a business. A businees as result have a profit, have they ever paid you for your work? did you maked invoices? any contract signed?
All this sound stupid, so that nda has no validity (client is not specified). They used a nda template and they didn't modified it to their needs. What a wanker wannabe is the one who make u sign that XDD, he must be a teenage playing to be an adult or something XDDD
Being a mod, a work for the sake of art and passion for games... they can eat a shit ^^
I haven't read anything where you lose your rights over your work. The mod is public now, isn't it? then you could show it without any problems because you did the work (that's if the nda were valid hehe).
Like the nda stablishes you as a "contractor", if there isn't a (paid) contract, you can fuck them as you wish, the work is yours. The may have the rights over the designs and all the information they supply you, but that's all.
That right there will get this thrown out of court in a heartbeat if they sue you, and will get you instant win if you sue them.
That being said, go ahead and use the work for your portfolio or mod, and if they raise a stink, read to them the beginning of this post.
You joined the mod, then like 8 months in some dude decided he was the producer and forced you to sign the contract, and claimed ownership to your work? Cause if that's what went down it doesn't hold up in any sense. Unless it's otherwise stated somewhere everyone who worked on that owns their individual chunks of work. You aren't a contractor, and there is no company/client that would be able to claim ownership of the work. So basically, whoever designed the thing would own the IP, whoever made the models would own the models, whoever wrote the code would own the code.
Simple as that. A dude calling himself the "producer" would own nothing, nor would the overall group, as it is not a business, but just a clump of individuals. Unless you signed something that says "I hereby sign ownership of my work to Joe Shmo" it wouldn't work. And Joe Shmo would have to be a legal entity - either a recognized company or a person, and would have to be named. I just skimmed, but I never even saw a it noted who the contract was between on what you posted...
Keep in mind that I'm no lawyer here, this is just based on my understanding of how things work. I do know that contracts that I've signed when I worked for companies specifically state that the work I create while at the company is owned by them. This is because if they don't state that in my contract I retain ownership, which they don't want. :P
To sum that up - Don't worry about showing the work, as has already been mentioned. And remember that you do retain ownership of your models. If that mod goes and wins a million bucks and has your art all over it, make sure you look into getting your bit.
its a mod they cant do anything to stop you from using your own work.
use your work you made they cant do anything about it!
The only thing they can do is bitch at you for doing so and so. If profit is not involved with any copyright ownership that states it's a company, and this is not a company. They cannot do a damn thing to you and you're work.
It's understandable if it's a mod team undergoing NDA agreements to the (Game companies SDK) for early testing. But a mod team alone cannot do anything more than to ask you not to show you're work.
Personally if I knew that this person had lived anywhere near me. I'd probably go to this person's place and slash their tires for being a douche bag.
Your work is great btw, some really interesting stuff.