SigninG a Publishing Contract

1E. Territories and sublicenses

Your contract should define the territories for which you are granting rights — whether that is the entire world, or some more limited scope. You should expect that a publisher with worldwide rights may want to sublicense your game to publishers who cover other areas, and your contract should include some basic protections related to those sublicenses.


Worldwide rights

Major boardgame publishers will usually want worldwide rights. In general, this is fine, especially if they are an established company with relationships with localization partners.

DESIGNER hereby grants solely and exclusively to PUBLISHER the worldwide right to reproduce and distribute GAME. 

Sublicensing

Most boardgame publishers do not directly sell their products in all regions of the world. Instead, they grant sublicenses to other publishers. Out of the worldwide license that you have granted to your publisher, each sublicense carves out a piece of territory and gives it to another publisher in exchange for a sublicensing fee. 


You want these sublicenses to follow the same basic obligations as your contract, and to be time-limited. You also want to prohibit shenanigans that would cause you to receive lower royalties:

  • Arm's length: You don’t want your publisher to create and then sublicense to a shell company that pays no sublicensing fees, because your royalties are based on those sublicensing fees.
  • Don't sublicense the primary market: If you think you're licensing to a publisher whose primary market is the US and Canada, you might not want them to sublicense to another publisher for that market. (This is rare, but we have heard of at least one case of a publisher doing it.) You would likely be better off licensing your game directly to the other publisher.

PUBLISHER shall have the right to sublicense its rights pursuant to this Agreement to third parties. Such sublicenses: 

  1. Shall impose the same obligations upon sublicensees as those defined in this Agreement.
  2. Shall have a maximum term of X years with an extension of one year. 
  3. Shall be at arm’s length and shall not include sublicenses to individuals or entities directly or indirectly controlled by the directors, officers or shareholders of PUBLISHER. 
  4. [for US/Canadian publishers] Shall not include rights to publish GAME in the United States or Canada without written permission of DESIGNER.
Rights for specific territories

It is not common for designers to take on the job of licensing their game to different publishers in specific countries or regions, but it does happen sometimes. In that case, each contract needs to clearly specify the territory that the publisher has the rights to. Territories can be defined by country, by language, or both.


In areas where multiple languages are spoken, you may want to protect the ability to have your game marketed by different companies in different languages. For example, we heard about one game that granted a Russian publisher exclusive right to distribute games in all areas where Russian is spoken, including multi-language areas like Ukraine. This led to a problem when a different publisher wanted to issue a translation in Ukrainian. Similarly, if you grant a publisher worldwide rights to sell an English-language version, be sure that the rights are not exclusive in countries where English is not the primary language.

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