Excellent opportunity but who would agree to this ?

The call for adventures that Decipher put out a few months ago is a great opportunity for new RPG writers. My friend and co-GM were thinking of submitting our adventures and ideas for a series of adventures. But, one thing has us worried: The RPG Author agreement Decipher's using is a bit fishy.

I disagree with the provisions of paragraph 6, but I understand that this is the usual "boiler plate" agreement that many companies use.

but Paragraph 4 is ridiculous. Here it is:

4) Author understands that Decipher is not promising to nor is it required to publish the RGA; however, if the RGA is published in a medium that lends itself to giving credit for the RGA, Decipher may give credit to Author as the writer of the RGA. Further, Author understands that s/he may not sell, give, lend, lease, use or loan the RGA or any portion thereof to any third party.

It says Decipher MAY give credit, not WILL give credit. Why would *anyone* write something for someone when there's the possibility that they aren't going to receive credit for their work ?

To be sure, it has my partner and I seriously re-considering submitting anything to Decipher under these provisions.

Hey all,

I work in the publishing business among other things, so I know the typical contracts that float around.

Do not sign this. This is a proof of disrepect to the author. I firmly believe that an author MUST be credited for his work - it's not a "may" situation. This is unacceptable.

Geez, Don, maybe this little phrase is in your Starships contract... :( :)

I might be wrong about this, but I find it even worse that you are not allowed to give the material to any third party.
Okay, as long as Decipher has the exclusive right on the Star Trek RPG this doesn't really matter, but unless I am mistaken everything you send to them together with a signed form becomes their property. This means even if they decided to never publish or even look at your work you won't be allowed to sell it so someone else. And they don't even have to give you money for it. As long as they don't publish it you will not receive anything.

Ergi,

This clause is rather standard - it happens often, especially in the States.

What's lacking is that the publisher always gives something in return for this. Often, VERY good money.

When I translate novels, I do have to sign this kind of clause. But needless to say, I'm paid in return.

Looks like Dec has all rights in this agreement and no duties. A bad agreement if you ask me.

Quote:

---

Originally posted by Ezri's Toy
It says Decipher MAY give credit, not WILL give credit. Why would *anyone* write something for someone when there's the possibility that they aren't going to receive credit for their work ?

---

Heck, Decipher screwed up the credits to Starships. I'm completely ignorant about the book publishing biz, but isn't a mistake just about the worse one a publisher could make?

Quote:

---

Originally posted by KillerWhale
Ergi,

This clause is rather standard - it happens often, especially in the States.

What's lacking is that the publisher always gives something in return for this. Often, VERY good money.

When I translate novels, I do have to sign this kind of clause. But needless to say, I'm paid in return.

Looks like Dec has all rights in this agreement and no duties. A bad agreement if you ask me.

---

I just wanted to add that I don't care about the money as much as it might seem. It just bothers me that of they decided to do nothing with the stuff you had sent to them you wouldn't even be allowed to put it into the web for free.

I'm writing for Heresy Games, right now. This is a bullshit contract. If they won't give credit, they don't deserve your stuff. And after the Starships bit, I'd not work for these guys.

The more I hear about this company, the less I like it.

This message has been removed on request by the
poster

I read the contract a while ago, right after they started their call for writers and let me tell you, 2 seconds after I finished reading it I had decided seeing my name in print wasn't worth putting up with a contract like this. :mad:

This message has been removed on request by the
poster

For those that haven't downloaded it yet, here's the full agreement. After reading it again, I found that paragraph three also makes explicit that Decipher will do what it wants with your work. . . including not crediting you.

Plus, considering payment stipulations, you'd have to keep meticulous records to prove that you were a "third-time author" in case you had take Decipher to court regarding what was paid.

As many have said here before me, this is a crap agreement. The only good thing about it, at all, is the fact that they'll pay on acceptance and not on publication.

Based on this agreement, in my opinion, Decipher needs to hire new legal counsel.

RPG Adventure Author Agreement
This is an Agreement between Decipher, Inc. located in Norfolk, VA and _______________________ (“Author”) residing at __________________________________________________ ___________, and is entered into on _____________ 20___.

1) Author has independently written a roleplaying game adventure (“RGA”) its working title is _____________________________ and is hereby agreeing to sell the RGA to Decipher for 1/2 a cent per accepted published word for first time Authors, 2 cents per accepted published word for second time Authors, and 5 cents per accepted published word for third time (and thereafter) Authors. Payment will be made in US currency. Author agrees that the compensation to be paid to Author under this Section 1 shall be the sole payment to Author.

2) Author warrants that the RGA being sold under this Agreement was written by Author exclusively and that the Author is the exclusive owner of the RGA including all copyrights, trademarks, tradenames, characters, and other proprietary rights; and that Author has the authority to sell the RGA to Decipher.

3) Author agrees that by signing this Agreement s/he is selling, transferring and assigning all his/her right, title and ownership interest in and to the RGA, including without limitation worldwide copyrights and any moral rights in perpetuity. Further, Author understands that Decipher will have the sole and exclusive right to use the RGA in anyway it wants, in any medium it wants, throughout the entire universe without additional compensation or credit to Author.

4) Author understands that Decipher is not promising to nor is it required to publish the RGA; however, if the RGA is published in a medium that lends itself to giving credit for the RGA, Decipher may give credit to Author as the writer of the RGA. Further, Author understands that s/he may not sell, give, lend, lease, use or loan the RGA or any portion thereof to any third party.

5) Author is solely responsible for any and all state and federal income taxes (or applicable international taxes) and/or FICA taxes due as a result of any money paid under this Agreement. Author acknowledges that s/he was not hired in any capacity, including as independent contractor or employee, by Decipher to write the RGA. Author will not hold him/herself out as an employee, contractor or agent of Decipher. Author shall not be covered by Decipher’s workman’s compensation, medical insurance or any other type of employment benefit. Where required by law, Decipher will send complete an IRS Form 1099.

6) Author covenants and agrees that Author shall hold Decipher harmless from any claim made against Decipher or any of its officers, directors or employees that arises directly or indirectly out of this Agreement, including but not limited to any claim based upon copyright infringement, unfair trade practices, right of publicity violation, right of privacy violation or defamation.

7) Decipher promises to pay Author the amount stated above upon acceptance by Decipher of the final version of the RGA. Nothing contained herein shall obligate Decipher to accept the RGA.

8) This Agreement shall be construed, without regard to the conflict of laws rules contained therein, governed and enforced in accordance with the laws of the Commonwealth of Virginia and jurisdiction for any dispute shall be the appropriate state or federal court located in Norfolk, Virginia.

Read and Agreed:
________________________________ ________________________
Author’s Signature
Anthony Vittone
General Counsel
Decipher Inc.
Author’s Name:
Age:
Address:
SSN#

Quote:

---

Originally posted by Liz Not Beth
Yikes. Is that even legal?

---

If you sign it, that means you agree to it. And, yes, that's legal.

Please note: I am NOT an attorney-at-law. If you need true legal counsel, please seek out a licensed professional.

The "may" here is incredible. There is no may in a contract. There are musts, will, won't, but no may. If you want to say may, you don't write the phrase, period. Contracts define what is possible and what is not. Not what could be. That's nonsense.

As for the legality of all this, not putting the name of the author is, to my knowledge, legal in the States. It is not in most European countries (France I'm sure of) where intellectual property cannot be transmitted, and the name of the author can never be removed.

I will finish by saying the fees are ridiculous, even for experimented authors. (Ergi: I know you didn't want to do it for the money, neither did I ;) )

Honestly, guys, I think you're over-reacting a bit. The only instance I've ever seen of Decipher not giving credit where it was due was a mistake. And a mistake they owned up to as quickly as possible.

Quote:

---

It is not in most European countries (France I'm sure of) where intellectual property cannot be transmitted, and the name of the author can never be removed.

---

I'm curious about that one - what do you mean that intellectual property cannot be transmitted or the author of a product removed? Does that mean, for example, that if I write a script-for-hire for a French television show, I am the copyright holder for that script?

Quote:

---

Originally posted by Ezri's Toy
The only good thing about it, at all, is the fact that they'll pay on acceptance and not on publication.

---

No, they don't. Look at paragraph 1. They only pay you for accepted and published words.

Maybe it's due to this contract that, despite their announcement to put free adventures online about 6 months ago, nothing like that has happened.

Dan:

Not really.

What that really means is that you cannot abandon the paternity of your work to a third party (company or other).

For example, if I do a translation, legally I can only abandon the exploitation rights. The publisher may own all the rights pertaining to that: for example, they can sell my translation to whoever they want for, for any money they want, if I abandoned all rights.

But whatever they do, they legally must mention my name as the author of the translation and nobody at all, save me, can change a single letter in my work. Legally, it's totally impossible to abandon these rights in France.

Quote:

---

Originally posted by Doug Burke
Honestly, guys, I think you're over-reacting a bit. The only instance I've ever seen of Decipher not giving credit where it was due was a mistake. And a mistake they owned up to as quickly as possible.

---

That may be true currently. But the RGA Author's Agreement, if signed by a writer, gives Decipher the right to ignore a writer's author credit if they so choose.

So, if company ownership or editorial policy changed, the writer could be out of luck in regards to his author credit. No sane writer, particularly a freelancer, would agree to that. One's name and past writing credits equals one's reputation.

Believe me, if Decipher reformed their Author's Agreement to guarantee author credit, they'd get a LOT more adventure submissions.

I would really like to submit some stuff myself. . . but only if I'm guaranteed an author credit if I'm accepted and published.

Quote:

---

Originally posted by Ergi
No, they don't. Look at paragraph 1. They only pay you for accepted and published words.

Maybe it's due to this contract that, despite their announcement to put free adventures online about 6 months ago, nothing like that has happened.

---

Yes. . . quite right. After re-reading the contract, I did find that Paragraph 1 said "accepted AND published" and not just "accepted."

That IS a big deal because it brings us to another problem with the Author's Agreement: There's nothing in the Author Agreement about WHEN something would be published if accepted. It could be a month, six months, six years, sixty years, or NEVER.

If a publication is accepted but never published, not only will you not get paid, you can't shop the work around to another publisher.

There needs to be a kill clause included in the contract which stipulates when rights revert back to the author if not published within a certain amount of time. (And, from what I understand, six months is standard.)

Doug: I would never sign, nor write and have an author sign, such a contract where it is said credit "may" be given to the author.

As for the rest, this is rather standard practice. Not the best deal you can have, far from it, but given the situation and the economic niche of RPGs, I'd be willing to accept that.

But not the "may".

This message has been removed on request by the
poster

Quote:

---

Originally posted by Ezri's Toy
2) Author warrants that the RGA being sold under this Agreement was written by Author exclusively and that the Author is the exclusive owner of the RGA including all copyrights, trademarks, tradenames, characters, and other proprietary rights; and that Author has the authority to sell the RGA to Decipher.

---

Now if I write a Star Trek adventure under this agreement, wouldn't this mean that I would have to avoid using any word copyrighted or trademarked by Paramount (wihich I assume is quite a lot)? Could I even describe a ship as being "Galaxy-class" or place my adventure on board a ship named "USS Excelsior"?
Seems to me that I would warrant that I own stuff that actualy belongs to Paramount if I didn't avoid mayn Trek references like a plague.

And even if I made it clear in my submission that some stuff is actualy owned by Paramount, wouldn't I thereby be in breach of the Author Agreement, not being - as warranted by my signature - the exclusive owner of all the material in the adventure?
Wouldn't any mention of "XXX is a trademark of Paramount" be an admission of my own breack of contract via Decipher?

Yes, another discrepancy. They should add something like "all trademarks except those related to the Star Trek franchise" (dunno the exact wording, I'm no lawyer).

One thing is sure about the guy who wrote this contract: writing contracts is not his full-time job. At least I hope, because he's no good at it :)

This message has been removed on request by the
poster

Before I start reinforcing your denouncement of this 'contract', can someone tell me how one would define first-time, second-time and third-time authors?

Quote:

---

Originally posted by Robbert Raets
Before I start reinforcing your denouncement of this 'contract', can someone tell me how one would define first-time, second-time and third-time authors?

---

Pretty simple. If you've done one piece of work for Decipher, you're a first-time author.

If you've done two pieces for Decipher, you're a two-time author.

If you've done three or more pieces for Decipher, you're a third-time author.

:)

Hrm.... Surely one should count all publishers?!

Not necessarily. After all, you don't value an author by the number of his publications.

However, this is a way of having a writer working preferentially for Dec. No problem there, it's quite common practice. Training a writer does take time, and you want the same writer to work for you afterwards and not go to your competitors ;)

I dunno, I always thought freelance had something to do with being free to choose a publisher and/or not working singly for one company...

Quote:

---

Originally posted by Robbert Raets
I dunno, I always thought freelance had something to do with being free to choose a publisher and/or not working singly for one company...

---

It does. Decipher is just saying that if you do more than one freelance piece for them, you'll be paid better than someone who comes in and does a one-shot.

You're still free to freelance for other companies. :)

You're always free to choose a publisher. There's no first-refusal clause in this contract.

But I can't blame Dec for incitating writers to work for them :) I may have bashed other aspects of the contract, but nothing at all shocks me for this one aspect.

...But it also means that a veteran RPG writer, with dozens of freelance projects to his name, who agrees to write an adventure gets paid less than a total newbie who's done two pulp thingies for Decipher...

This message has been removed on request by the
poster

Quote:

---

Originally posted by Robbert Raets
...But it also means that a veteran RPG writer, with dozens of freelance projects to his name, who agrees to write an adventure gets paid less than a total newbie who's done two pulp thingies for Decipher...

---

Right. However, if that veteran RPG writer was good, he probably wouldn't waste his time writing unsolicited adventures in the hopes of getting paid. He'd contact the line developer directly with his c.v. and say "Any work for me?" :)

Quote:

---

Originally posted by Ineti
Right. However, if that veteran RPG writer was good, he probably wouldn't waste his time writing unsolicited adventures in the hopes of getting paid. He'd contact the line developer directly with his c.v. and say "Any work for me?" :)

---

Good point.

I do editing and proofreading for a living.

I am used to contracts and non-disclosure agreements of many types.

I have signed a couple where the company said it may or may not end up using the material I worked on, but I have never signed, and never would sign, a contract that would say that I might not get credit for the work I do.

I have to wonder who drew up this contract? Did the person who did so actually have any legal training? If s/he did, then s/he is a shyster; if s/he didn't, why did they allow someone with no training to do so.

Contracts are the language of business. The language used is precise, often overly and brutally so. To have such a sloppy (or dangerous, depending) contract does not speak well for those who would use it as the basis of an agreement.

Watch the language (of the discussion). You don't like the contract, that's fine. Don't sign it and discuss it all you'd like. No need to resort to foul language.

Quote:

---

Originally posted by Ineti
Right. However, if that veteran RPG writer was good, he probably wouldn't waste his time writing unsolicited adventures in the hopes of getting paid. He'd contact the line developer directly with his c.v. and say "Any work for me?" :)

---

Bingo.

This contract (and submissions open call) is not intended for industry professionals.

Quote:

---

Originally posted by Ineti
Right. However, if that veteran RPG writer was good, he probably wouldn't waste his time writing unsolicited adventures in the hopes of getting paid. He'd contact the line developer directly with his c.v. and say "Any work for me?" :)

---

I hate showing my ignorance, but what's a "c.v."?

Quote:

---

Originally posted by CorpBoy
I hate showing my ignorance, but what's a "c.v."?

---

Curriculum vitae, basically a fancy term for a resume. A c.v. could list publishing credits, among other things.