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Big Project / Legal info?


Kori Amaterasu
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I need help from fellow merchants who had big projects and had to hire outside help. How did you guys do it from a legal standpoint? Did you have any documents exchanged/handled, how did payment proceed. I'm curious as to if there are documents available for these kind of contracts/arrangements and what my options are. I want to hire a scripter or two for a large project that would involve in-world scripting as well as some database/website work. Thanks for letting me know what your experiences were

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My experience is with RL coding projects more than SL ones - although I have done custom scripts for folks in the past. Working on the basis of the legal requirements of the USA, where LL is based and under which they have to operate, the position is pretty clear. I'm not a lawyer and this is not legal advice, for the fine details you would have to consult an attorney and get an "official" opinion - I'm just a guy who has worked in situations governed by these laws in the past. There's two things to consider, mainly. IP rights and payment.

Where IP is concerned, if you pay me to write you a script to your specifications, in the absence of any other agreement between us the default position would be that the script is a "work for hire" - YOU would own it and the rights to it. As a scripter I would usually explicitly acknowledge that fact in communications between us before the project started even though saying nothing about the eventual disposition of rights would leave it as the default. If I were to retain any rights to it or yours were to be limited in any way this would have to be explicitly stated up front.

Where payment is concerned I would expect that the terms would be agreed in advance - whether that be a fixed sum for the final product, an hourly rate or some other arrangement. We would be two independent businessmen doing a deal between ourselves and could set whatever terms we agreed upon. Personally I feel that a fixed sum is often more open to dispute than any other because it's always possible for quibbles to arise over whether the final product fully meets the spec you set or not. Where an hourly rate is set I would expect you to require me to account for the hours spent and it would be wise and safest for both of us to agree a "not to exceed" figure which, if reached, would give me the choice of either completing the project at no extra cost or turning all work in progress over to you for a nominal portion of the agreed fee so that you could hire somebody else to finish it.

I've actually had the best and "cleanest" dealings with folks in SL by doing stuff on the basis of "pay me what you think it's worth when I'm done" Sometimes that number is low, sometimes the generosity of the person I'm scripting for has astounded me. However, that is still a contract. It commits me to completing the project or getting nothing for any partial work. It states that whatever you choose to pay for it when I am done will be acceptable - even if that's one linden or nothing at all - and you will get the script and with it all agreed rights - full rights to it as a work for hire if we didn't agree anything different!

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Some suggestions:

I have done projects for RL companies, and also had third parties contract in for those projects.


1 - Complete a Non Disclosure Agreement between both parties (RL details) if you are going to be using the project commercially.  Always assume something somewhere will go wrong, so plan accordingly.


2 - Complete a contact in RL names that lays out:
Milestones to be delivered and what they comprise of (dates/content/testing/approvals etc).  Break the project down to bite size pieces to reduce risks.
A payment scheduled aligned to that (so you pay or receive in parts not all at the end), an approval process so each Milestone is approved based on content delivered and payment released within a timeframe.
Define who owns the IP rights of the work being submitted (suggest if you are using a contractor you retain the IP rights at all times - this is essential see below why).
Define if the work is exclusive to you, or if the contractor may reuse it for other projects / sell it themselves.
Define what happens if the contractor fails on a Milestone, or you fail on a payment, or you end up in litigation.

Validate References:
Obtain multiple references and do the leg work to validate them and the work examples (depends on the cost of your project).

etc etc....

Dependent on your definition of big of course.   If just some simple SL scripting - that's very different - * but always be aware and you may want to google what happens when a script owner takes a content creator to court for non performance/breach.  (That's a real case - search bunny breedables lawsuits).

Contract documents you can get from websites (I won't be allowed to link) but if you search Legal Templates etc - some websites offer a monthly fee and you can access many of them or a few dollars for one.

OR you can go to websites who facilitate contractor work (there are a ton of them) to sub contract the work and their agreements and contracts are all online and you do it via there - it also manages the payments etc.

Again it depends what you mean by big. But if commercial you really have to use RL contracts for any protections mentioned above.   If just a hobby project you can be far more flexible if you don't have any commercial risk.



 

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Thanks to both of you, this is exactly the kind of experiences and input I wanted to read about. And yes it is a pretty big project on the scale of bunny breedables, though it would feel and work closer to what A&D and Bloodlines are. However like any new project in SL, there's still a chance it wont work/pick up.

A follow up question would be could I get away at first with something like David mentioned, a work for hire, where I would own the rights by default, of course with a basic legal agreement that lays out what the job is for. Could I later look into proper IP rights, registering my work, ideas, etc.

It has the potential for a lot of growth but would definitely require a lot of database/scripting work. Right now it is closer to a hobby project but  the more I work on it, the closer it is to something that would be quite commercial.

Edited by Kori Amaterasu
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On 3/15/2020 at 12:30 PM, Da5id Weatherwax said:

Where payment is concerned I would expect that the terms would be agreed in advance

I just want to emphasize that excellent advice. It applies not only to payment but also to questions about IP rights etc.

Make sure you ahve a clear agreement that both parties understand in advance and you'll be fine.

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How big a project are we taking about?

  • US$0 to US$100 - don't worry about it.
  • US$100 to US$1000 - copy some reasonable agreements from, say, the Nolo Press site, and get the other party to sign.
  • US$1000 to US$10000 - talk to a local lawyer, do a background check on the other party. Maybe a deposit. Agree on arbitration terms.
  • US$10,000 to US$100,000 - above, plus a better lawyer, formal contract negotiations, and agreement on what jurisdiction a lawsuit will be.
  • US$100,000 to US$1,000,000 - above, plus in-person or video negotiations between your lawyers and their lawyers.
  • US$1,000,000 and up - get a major law firm. It's going to cost, but it's worth it. (Been there, done that.)
Edited by animats
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It would most-likely be in the 1-3k range. Would offering a % of sales for continuted support/updates post completion a reasonable thing to do as well? I suppose that could be included in the contract or adding an hourly wage. I would rather stay with the same scripter/team  if I want to update/improve it over time and I thought a % might encourage them to stay over an hourly pay or fixed sum.

Edited by Kori Amaterasu
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