Monday, April 28, 2014

Sellsword Special: Non-disclosure agreements

In my day job, I've been working under NDAs for nearly 10 years. The main reason for NDAs in my line of work is outsourcing/subcontracting/partnerships between companies. The client companies, which may be in IT, healthcare, telecommunications, military technology, and many other fields, outsource some functions to other companies so they can better focus on their core competencies.

With most customers, I don't have to sign a separate NDA because the company-level agreement already covers everything. Some customers, however, have much stricter policies, and they may require not only an NDA but also a background check.

In the RPG industry, it's also common to outsource work to freelancers. The work often involves confidential information, such as details about future products before the products have been released or even announced. This article discusses NDA both within and outside the RPG industry.

What is a non-disclosure agreement?

In short, a non-disclosure agreement (NDA) is a legal document that outlines the rules for information exchange between two or more parties. Generally the purpose is to keep confidential information secret from third parties such as competitors or the general public. The NDA usually outlines what information is considered confidential, and may detail where and how the information may be used, with whom it can be shared, how long it remains confidential, and so on. The information protected by an NDA can be any information that is not generally known.


Why are they needed?

The main purpose of NDAs is to prevent loss of profit (or other damage) resulting from leaked confidential or proprietary information. Such information can be, for example, trade secrets that ensure a competitive edge against other companies in the same field. It can also be information that would compromise the security of a system or otherwise put the company in an awkward position, if leaked.

An NDA ensures that all parties involved understand not only the rules that they must follow when sharing information, but also the consequences of breaking the agreement.


Consequences of non-compliance

In RPGSS, you may get disqualified if you break the rules of the contest. After the first round (where a lot of people are DQ'd for going over the word count), the most common reason for disqualifications is talking about your entry during voting. It's sad when that happens, but usually there are no hard feelings, and the contestant may return the following year, wiser than ever.
However, when you're working under a real NDA, the consequences may be much more severe.
  • Bad reputation & loss of clients: If you cannot shut your mouth about the company's secrets, they'll probably never hire you again. If the word gets out, no-one else wants to hire you either.
  • Legal consequences: Depending on the nature of your work, if the breach of the contract is particularly egregious, you may face fines or even jail time.


NDAs in RPG freelancing

I have to admit I don't have much experience about freelancing and NDAs in RPG freelancing quite yet, but I'll tell you what little I know.

Smaller RPG publishers do not necessarily have a formal contract to sign. Rather, the rules are implied: if you work for a publisher, it is assumed that you don't share any information that would be harmful for the publisher.

When I started working for a small RPG publisher, I asked about their NDA, and told them that I'll gladly talk about their products in my blog but wanted to know what would be OK to talk about and what wouldn't. They answered that it's OK to talk about their setting-neutral products, but the setting-specific products will have a stricter NDA.

A bigger publisher I started working for had a short section about confidentiality in the author contract, so when I signed the contract, I also agreed to follow the terms and conditions. The legal text in contracts like these is probably always on a rather general level, but I guess the intent is clear: don't disclose any information about the product that is not publicly known. If there is anything beyond that you should know, the developer you are working with will tell you.

I think the most important reasons for confidentiality in the RPG business are:
  • Preventing competitors from stealing ideas or using techniques, software, etc. that the company has spent resources on.
  • Keeping unannounced products secret, so as to allow the marketing department to stay focused on products to be released in the near future.
  • To avoid spoilers.
  • To avoid the company itself from getting into legal trouble.
When working under an NDA, err on the side of caution. When in doubt, ask!

1 comment :

  1. I agree. There’s nothing wrong about asking the most knowledgeable person you know regarding this matter. Besides, it helps clarify all the confusion one might have in their mind. Most importantly, never sign anything, unless every detail is clear. And if a company does invoke a NDA, it's just best not to share your work with anyone that's not in the company, period.

    Betty Rose @ Phenix Investigations


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