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Should You Hire a Lawyer Before Selling a Video Game You Developed?

By John DiGiacomo

If you are wondering if you should consult a Video Game Law Firm before selling a game, the answer is an emphatic “yes.” If you need a Video Game Attorney, call us at Revision Legal at 231-714-0100 or 855-473-8474. Here are some reasons why it is essential to hire a Video Game Lawyer before you sell a video game that you have developed.

To begin, let’s look at the Sales/Purchase Agreement that you will be expected to sign. From there, it is easy to see how the legal issues “spin out” and why you need a video game lawyer at many earlier stages in developing your video game. In the Sale/Purchase Agreement, there will be a section called “Representations and Warranties.” In this section, you — the seller — will be asked to make representations. These are statements that you represent to be true. Further, you are warranting that the statements are true. A warranty is a form of guarantee that the statements made are true and correct. Further, it is understood — by video game lawyers, at least — that the buyer is relying on the representations and warranties. Thus, if it turns out that one or more statements are false, then the buyer can file a lawsuit alleging fraud. The buyer can seek substantial damages or can seek to have the transaction nullified and undone.

“SELLER represents and warrants that it owns or has properly licensed any and all intellectual property contained in the VIDEO GAME and that the VIDEO GAME does not infringe upon intellectual property owned or held by another, including copyright, trademark, patent, likeness, trade secret or any other intellectual property right.”

A representation and warranty of this sort are enforced by the indemnification provisions that are also contained in the Sale/Purchase Agreement. Indemnification clauses are often very long and convoluted. But, in essence, sellers are asked to “hold harmless” buyers if the buyers are sued by a third party because it turns out that a representation and warranty are false (or at least believed to be false). This “hold harmless” includes paying for attorneys’ fees if there is a threat of a lawsuit or a lawsuit filed.

So, can you sign a Sale/Purchase Agreement with this type of representation and warranty? Are you sure? Take the artwork, for example. Are you sure that all of the art in your video game is non-infringing? Who actually did the artwork? If your employees/contractors created the artwork, did they do the work for hire? Did you obtain copyright assignment agreements from them? The same questions should be asked for the story and for characters (if any) in the video game. Is there any argument that any of the characters infringe upon the rights of publicity for any natural person?

These few examples highlight the fact that dozens of legal issues are involved in the development and production of video games. Just one “spin-off” is the question of your own intellectual property. Did you take steps to legally protect and preserve your own copyrights, trademarks, and trade secrets? Are your copyrights and trademarks registered?

In summary, yes, you should hire a Video Game Law Firm before selling your video game.

Contact The Video Game Attorneys At Revision Legal For more information, contact the experienced Video Game Lawyers at Revision Legal. You can contact us through the form on this page or call (855) 473-8474.

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