Legal-ease: A beginners guide to contracts

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#1

Or as I like to call it;
“How to protect your wallets from EVIL”

To begin our adventure into the world of law, I must make a legal disclaimer, I am not a lawyer. I am, however, A former professional and freelance graphic designer and I’ve had to write out more than a few contracts in my life.

Contracts are everywhere!

What is a Contract?

A legally binding agreement between two parties, of which you’ve already agreed to at least two! Roblox’s TOS and Privacy/Cookie Policy are both Contracts that you’ve agreed to, otherwise you wouldn’t be able to see anything I’m showing you right now!

Why do I need a contract?

Any time you’re working with another developer, a contract can help protect both parties involved

Lets lay out some basic terminology:

Party - think of a contract as groups of people sitting at a table, each side of the table is a “party”, and each party represents one set of interests.

In this example we have 2 parties;
Group 1 - Wants to have an office built
Group 2 - Wants to build an office

Unqualified Acceptance - Yes. No ifs, ands, or buts, an unqualified acceptance MUST be a yes without any terms attached.

Contracts have a few requirements to lay out first;

  • Consideration
    Each Party has to promise or provide something of value to the other; Otherwise you there is no contract.

  • Offer and Acceptance
    There must be a clear offer in the contract, and an “unqualified acceptance” - this is a “Yes”, Without the “If you…” The terms of the contract should outline the “if you”. Any additional terms added to a contract first, void the original contract, and bring us back to our unqualified acceptance, after the contract is edited.

  • Legal Purpose
    A contract cannot violate the law, you cannot legally organize a contract to rob a bank for instance.

  • Capable Parties
    to be “capable” of making a contract, both parties must understand what they are doing. You cannot organize a contract where in Minors (those under the legal age of 18) or anyone, who doesn’t have soul legal guardianship over legal matters can participate.

  • Mutual Assent
    Contracting parties must intend to be bound by the agreement and agree on the terms laid out in the contract.

That was a lot… BUT NOW! The good stuff.

Parts of a basic contract

  • “Introductory Material”
    This is the who, when section. Here you enter the name of the agreement, when the agreement was established and entered into, the name and (legal, working) address of the client, the name and (legal, working) address of the developer, Collectively “the Parties”

  • Purpose or Purposes of the agreement statement, And obligations.
    This is the “What” area of the contract, and contains the most material. This covers things like, project description, schedule, client approval and revisions, and most importantly, payment. Confidentiality agreements, terms of product use after expiration or termination of contract.

  • Assurances to aspects of the agreements
    this area can be used to define how and when the client will be notified of revisions/approval, and how contract termination will be handled.

  • Signature block
    Finally the part where we actually sign away our souls- er, contracts.

The following is an example contract that any user can reference to produce their own.
Graphic Design Contract Template - SignWell, Formerly Docsketch

A word to the wise, Seek legal help for large projects or large exchanges, it is very easy to overlook aspects of a contract that can have huge legal ramifications.

I have a contract… How do I get it signed?

There are a few different methods, but if you cant get it done in person, I always suggest Electronic signature websites. If you can get it done in person, bring a third party witness, or try to get a notary. Fax and Mail are also options, and both can be notarized at signing. Notaries are like Legal faeries, that come with fun stamps, and when signing they authenticate and act as a non-biased party, so that should a signer attempt to backtrack and say they didn’t sign, a notary glides in on its little legal wings and saves the day.

Hope this helps someone out!

This post contains general legal information and does not contain legal advice. I am not a law firm, nor a substitute for an attorney or a law firm. The law is complex and often changes. For legal advice, please ask a lawyer

49 Likes
#2

While I understand how this tutorial can be useful for large game design studios who are dealing with contracts worth thousands of dollars, I feel contracts are generally useless for anything more then an empty threat when it comes to the average developer.

Because sure it may be legally binding, but is it worth it to chase down the offender over 100,000R$? I would think not given court and defence fees, in addition to the problem of actually getting the two parties into the same country for some sort of formal trial to be heard. (If any of this is wrong I apologise, but it is what ive picked up for a few months lurking in #collaboration:recruitment and a bit of my own research).

Furthermore, given most people here are not too experienced with the way contracts should be built to prevent loopholes, it would take any able-minded person seconds to find one in a hastily made contract.

So ye, while i’m sure large game studios would greatly appreciate this, most of the development community should just stick to trust / verbal agreements (which can still be legally binding I believe as long as the terms of acceptance and acceptance are very clear), since honestly its not worth the hassle / costs to actually execute the consequences of the contract.

I too am not a lawyer and half the stuff I said may be wrong, I have done a small amount of research into my points however so they are not just completely random.

2 Likes
#3

I think the issue with contracts like this on Roblox is that:

  1. A lot of (still incredibly talented) developers are not > 18
  2. Most developers don’t want to give out their address, which is required in these legal documents.
8 Likes
#4

I’m not a legal expert, and I hope to make that rather clear. It doesn’t seem that your post mention the problem of different countries having different contract laws, who can legally sign it and what to do if someone does in fact breach the contract? Let’s say you sign a contract with an amazing art artist, but said person is 12 years of age, not legally able to sign in their country, and then breaches the contract? The post fails to inform what a contract really does, how to enforce it and it’s role when working with international developers.

5 Likes
My group Clever Wizard Entertainment was stolen in a high level acquisition scam involving 'Whale Pay' discord escrow and verified user @azuremammal92
#5

Contracts are a form of legal protection you can use to cover anything from a 50$ commission to a million dollar one, it simply depends on your personal loss acceptance and trust in others. You by no means have to employ contracts if you don’t wish to.

Well written contracts often place legal fees on the party that is in breach. Contracts rarely make it to “trial”, most parties in breach of contract settle before legal proceedings take place. But most of those that do proceed past this point, are presented before a single judge who makes a bench decision as to if the terms are in fact in violation, and reafirms the contents of the contract, forcing the party in breach to fulfill their obligations.

In our case, it is possible that Roblox itself can act as a form of arbitor, removing contract violating content.

If you don’t understand a contract, seek out legal aid. If you can’t afford legal aid, don’t sign the contract.

Minors can have legal guardians take on the legal liability in a contract as a co-signer

“Legal address” can also be a Po box, or legal entity such as a company or buisness that is representing the signing party. It is simply a legal point of contact.

Unfortunanly I cannot provide an answer to those questions without delving into the realm of possible actual legal advice; Which I, as not a lawyer, cannot and will not provide. If I did not make this clear, you should seek out legal help from a qualified legal advisor such as a lawyer for any complex situations regarding contract creation and international law.

And you’re right, I didn’t make an end all be all post about contracts, I provided a bit of information to help those unfamiliar with the idea of formal contracts, and their general structure. It was never my intention, while writing this document at 3am, to cover every aspect of contract law.

5 Likes
#6

Nice tutorial… But I’m <18 :confused: but really good tutorial!

1 Like
#7

I have read some other posts regarding Contracts and how to make them, but I was wondering if it’s worth it for a mid-teenager like me to make a ‘mini-contract’, given the legal difficulties of setting a real one up. Mostly just to explain the job and how long a contractor and I are in business for.

Would it be worth me making something like this or just aim for a full legal contract?

#8

What about competence? Don’t all parties involved have to be competent enough; i.e. not inebriated etc.

#9

Setting out expectations can be beneficial as it defines what both parties would like to achieve. Minors can sometimes still be held to some degree of contractual obligation, for instance, if you were payed upfront for something and didn’t complete the task, a court may be able to order you to return the sums for instance. It just depends on various different factors.

to my knowledge (again, not a lawyer) Inebriation, in most cases, isn’t a direct disqualifier for competency. (again, not a lawyer, or legal professional) I believe that if you sign a contract while inebriated, unless you can prove that at the time you were intoxicated, It wont affect the legality of the contract, but it may actually put more of a burden on the intoxicated party as their choice to be inebriated affected the contract. (ask a lawyer for clearer legal advise)