9.8 KiB
TERMS SHEET
All Our Broken Parts (the "Game")
Outline
WHEREAS, _________________________________ (known as 'the Developer') warrants that they represent the entity, whether that be an individual or company, which owns the intellectual property of the game, and is authorized to enter into agreements relating to such.
[Target Platforms:]{.underline} PC, Nintendo Switch, PlayStation 5, Xbox Family
This Terms Sheet outlines the principal terms and conditions on and subject to which Top Hat Studios, Inc. (the 'Publisher') is willing to enter into a Publishing deal with the developer, subject to the agreement of, and signing by the parties of a more detailed, legally binding document, covering the specific deal itself (the 'Contract').
Top Hat Studios shall be the publisher of record for all territories except for China (including Mainland China, Taiwan, Hong Kong, and Macau) (the 'Territories'). Top Hat Studios will cooperate with publisher "GCORES PUBLISHING" (the 'China Publisher'), of whom is the existing publisher of record.
This Terms Sheet is not exhaustive and is not intended to be legally binding between the Developer, the China Publisher, and Top Hat Studios except where specifically stated.
1. Outline of Indicative Intended Terms
1.1.
The Developer will maintain ownership of their intellectual property, and will provide the Publisher with an exclusive license within the territory to publish, distribute, sell, perform work & services on, and any other activities it may need to perform in relation to publishing the Game within the Territories.
1.2.
Funding for the amount of $100,000 USD (the 'Minimum Guarantee' or 'MG'), to be paid to the Developer by the Publisher, on a schedule based on milestones in the contract. The MG shall be recouped at a rate of 90/10 (90% to Publisher, 10% to Developer and/or China Publisher to be mutualy determined) from revenues until the full $100,000 USD is recovered by the Publisher.
1.3.
The Publisher commits to a $25,000 USD recoupable marketing guarantee to support the promotion of the Game.
1.4.
The Publisher shall not claim as a recoup any amounts other than those explicitly marked as a recoup. For the avoidance of doubt, terms which do not incur a recoup but within industry standards would otherwise normally incur such, shall be marked as non-recoupable.
1.5.
The Publisher will provide distribution and sales management of the Game globally on target platforms, including all backend management necessary to perform such actions.
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1.6.
The Publisher will provide porting, distribution, and release of the Game on console platforms, including all constituent and required steps such as runtime & SDK implementations, console- specific code, bugfixes required for console-specific versions, graphical & shader fixes required for specific-console versions, QA, functionality and stability testing of specific versions, metadata
& application mastering, backend management, release management, and other activities related to such. These shall be provided recoup-free, and at no cost to the Developer.
1.7.
The Publisher will provide playtesting, QA, and development feedback to assist with the development, stability, and improvement of the game. These shall be provided recoup-free, and at no cost to the Developer.
1.8.
The Publisher will provide marketing, including strategies related to and execution of such, encompassing things such as footage capture, trailer and promotional video creation, press &
influencer management and outreach, events management & representation, review copy distribution, social media strategies & planning, press release authoring, and other activities related to such. These shall be provided recoup-free, and at no cost to the Developer.
1.9.
The Publisher will coordinate with the China Publisher to assist in funding of, and if desired execution of, marketing in China, to be mutually determined between the two parties.
1.10. If applicable, the Publisher will provide assistance in acquiring and fulfillment of auxiliary goods
and merchandise, such as physical console copies of the Game, or retail distribution lines selling physical copies of the Game or merchandise.
1.11. The Publisher will provide business development and representation of the game to platform
holders, and identification of business opportunities or growth possible for the game. The target platforms for the Game may be expanded as business opportunities are identified.
1.12. The Publisher will provide consultation regarding financial, business, promotional, and other
facets related to the game on target platforms, upon request, and within reason.
1.13. The Publisher will provide localization of the game's script into mutually determined languages
The localization of the game shall be performed recoup-free, up to an amount of 50,000 words.
1.14. The Developer will provide to the Publisher, a finished & stable game, and any assets required
for the Publisher to perform their services (such as a source code suitable for porting).
1.15. Post-recoup, the Publisher will receive a 35% revenue share from the digital sales of the Game
on all platforms outside of China, in return for its work and services provided.
1.15.1. Additionally post-recoup, the China Publisher will receive 15% of the revenue
from outside of China from the Publisher.
1.15.2. Additionally post-recoup, the Publisher will receive 15% of the revenue from
China from the China Publisher.
1.16. The Publisher will receive a 50% share from physical target platform copy sales in consideration
of the fact the Publisher will spend the costs of producing, distributing, and managing physical copies without recoup.
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2. Time and Intention
2.1. This section is legally binding within the Territories.
2.2.
The parties agree to negotiate in good faith to agree upon the proper & finalized terms, and then the signing and executing of the Contract, on or before 60 days of this letter being signed by the final signee.
2.3.
"The Deal" only pertains to commercial arrangements regarding a publishing agreement for the Game within the Territories.
2.4.
For the purposes of this section, Third Party Negotiations mean, in relation to either party, any negotiations between that party, any member of its group (or any of their respective agents, employees, advisers or other representatives) and any third party (other than a member of the other party's group or an agent, employee, adviser or other representative of the other party or a member of its group) for the entry into a commercial arrangement which is similar to, or could reasonably be expected to conflict with the Deal.
2.5.
Immediately on signing this letter the parties shall terminate, or procure the termination of, any Third-Party Negotiations currently taking place within the Territories.
2.6.
In consideration of the mutual undertakings each party gives to the other in this paragraph 4, neither party shall, for a period of 60 days from the date of this letter (Exclusivity Period), directly or indirectly:
1. enter into, re-start, solicit, initiate or otherwise participate in any Third-Party
Negotiations which may effect a Deal;
2. seek, encourage or respond to any approach that might lead to Third Party
Negotiations regarding the Game;
3. enter into any letter of intent, agreement, arrangement or understanding (whether or
not legally binding) pursuant to any Third Party Negotiations; or
4. supply or otherwise disclose any information about itself or any member of its group to a party that wishes, or may wish, to enter into Third Party Negotiations (unless the information is publicly available).
2.7.
Top Hat Studios, Inc. commits to providing a binding offer within 60 days of this letter being signed. If the Publisher fails to provide a binding offer within the timeframe, the terms of this letter shall be vacated, including this section, and with the exception of section 3, confidentiality.
2.8.
The parties shall ensure that their officers, employees, agents, advisers and other representatives, and members of its group and their respective officers, employees, agents, advisers and representatives, comply with the undertakings in this section.
3. Confidentiality
3.1.
Both parties recognize that sensitive information exists regarding these discussions, the proposed terms, and future Contract/Deal, and agree to not disclose such materials, and keep the information/terms/Contract confidential.
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4. Governing law and Jurisdiction
4.1. This section is legally binding.
4.2.
This Terms Sheet, and the negotiations between the parties in connection with the proposed Deal and all disputes or claims (including non-contractual disputes or claims) arising out of or in connection with them, or their subject matter or formation, shall be exclusively governed by, and construed in accordance with the laws of the state of New York, within the United States of America, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those stated herein.
SIGNATURES BETWEEN THE PARTIES FOLLOW ON THE NEXT PAGE
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Signed by ________________________________
_________________________________
Name:
Title:
Signing Date:
Signed by the Publisher
_________________________________
Name:
Title:
Signing Date:
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