GW NDA Leak

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**techsoldaten**

yukishiro1 wrote:
What you are trying to do as a lawyer is create something that's legally enforceable, that the person will sign, and that accomplishes what you want to accomplish. NDAs and non-competes are very tricky legally because courts are reluctant to enforce them, especially when there is a big difference in bargaining power, and especially when you are reaching beyond what feels like legitimate objectives.

No-fault indemnity is a terrible thing to put into a contract like this, because all it does is risk the validity of the contract. Is GW ever going to want to actually pursue someone for violating an agreement like this based on a theory of liability that doesn't involve fault? Almost certainly not. So why include something like that, when it won't gain you anything, but it might get your contract voided entirely?

The same considerations go to the definition of a Restricted Customer. Why do you think the standard definition is more narrow, if any "competent lawyer" would define it as broadly as possible? If you don't believe me, google it and look at some examples, you'll find dozens and dozens of definitions of the term, and the vast, vast majority will define it relative to entities the employee interacted with in some capacity. There is no possible way to argue this is the standard definition of the term - it simply isn't.

It's defined the way it is because the definition is related to legitimate concerns, so a court is more likely to enforce it. Stopping someone from using business relationships they cultivated at one company against that company after leaving feels fair; it doesn't feel fair to tell someone they can't do anything that might lead to any customer anywhere in the world buying less GW product. That feels unnecessarily broad, and a court is not going to be likely to look kindly on you for doing it.

Your attitude of what lawyers are there to do is common among businesspeople who don't understand how the legal system actually works. It's better to write a good, fair contract that can be enforced than an oppressive, one-sided one that nominally benefits you more yet isn't actually worth much legally. Especially when the nominal benefits aren't something that actually really even help you, like a no-fault indemnity clause.

Stop evading. No one needs your narrative about goals as a lawyer.

You keep saying Restricted Customer is defined too broadly and indemnity clauses are problematic.

Show us an example of what you think is "normal."

**BrianDavion**

GW could give a million dollars to a childrens hospital and Yukishiro would find something to villianize them over that (proably accuse them of doing it to cheat taxes)

**techsoldaten**

BrianDavion wrote:
GW could give a million dollars to a childrens hospital and Yukishiro would find something to villianize them over that (proably accuse them of doing it to cheat taxes)

I find your definition of a million dollars to be overly broad, and villainize is too loose a term. Neither would not hold up in every court and jurisdiction despite common usage.

I refuse to provide you with counter examples, and wish to offer you a needlessly complex anecdote to disguise the fact I have no alternative to offer.

**yukishiro1**

techsoldaten wrote:

Show us an example of what you think is "normal."

It's obviously going to depend on the particular contract. But as an example, this is from literally the first google result you get - which you would have found yourself with 5 seconds of effort:

Restricted Customer means any person, firm, company or other organisation who, at any time during the twelve months immediately preceding the Termination Date was a customer of or in the habit of dealing with the Company or any Group Company and with whom, during that period, the Employee had material dealings in the course of her employment or for whom the Employee was responsible on behalf of the Company or any Group Company;

https://www.lawinsider.com/dictionary/restricted-customer

You can find 255 other examples at the same site, incidentally - that was just the first. You can go through all 255 if you want to try to find one that defines the term to be all the employer's customers. But the standard definition is very much like that one - it is limited to people or entities you interacted with in the scope of your agreement. The reason for that is what I already explained - courts don't like non-competes, so you have to word them narrowly to make it clear you're not illegitimately trying to stifle competition. Saying someone can't interact with any of your customers for 3 years in any way that might result in less sales for you, even people they never met while working for you, is not a legitimate competitive restriction.

Automatically Appended Next Post:

BrianDavion wrote:
GW could give a million dollars to a childrens hospital and Yukishiro would find something to villianize them over that (proably accuse them of doing it to cheat taxes)

Ah, now we're just reduced to pointless, irrelevant character attacks. Those are always very convincing and a great way to show you've won an argument.

**BobtheInquisitor**

BrianDavion wrote:
GW could give a million dollars to a childrens hospital and Yukishiro would find something to villianize them over that (proably accuse them of doing it to cheat taxes)

We should all be worried if GW ever gave money to a children’s hospital.

**techsoldaten**

yukishiro1 wrote:
techsoldaten wrote:

Show us an example of what you think is "normal."

It's obviously going to depend on the particular contract. But as an example, this is from literally the first google result you get - which you would have found yourself with 5 seconds of effort:

Restricted Customer means any person, firm, company or other organisation who, at any time during the twelve months immediately preceding the Termination Date was a customer of or in the habit of dealing with the Company or any Group Company and with whom, during that period, the Employee had material dealings in the course of her employment or for whom the Employee was responsible on behalf of the Company or any Group Company;

https://www.lawinsider.com/dictionary/restricted-customer

You can find 255 other examples at the same site, incidentally - that was just the first. You can go through all 255 if you want to try to find one that defines the term to be all the employer's customers. But the standard definition is very much like that one - it is limited to people or entities you interacted with in the scope of your agreement. The reason for that is what I already explained - courts don't like non-competes, so you have to word them narrowly to make it clear you're not illegitimately trying to stifle competition. Saying someone can't interact with any of your customers for 3 years in any way that might result in less sales for you, even people they never met while working for you, is not a legitimate competitive restriction.

*eyeroll*

You found a boilerplate contract on the Internet and claim it represents "normal" business practices. And you wag your finger because other people won't do the same.

NDAs are wildly different from company to company and situation to situation. The term "Restricted Customer" can be defined to mean just about anything within the terms of a contract. Literally, that's the point of defining terms within a contract - they are not universal and can and do vary. So what you're assuming about this term is incorrect.

Feel free to point to the rest of your Google results, but the difference between search results and reality is miles wide. Most adults understand this, that's why they pay lawyers.

yukishiro1 wrote:
Automatically Appended Next Post:

BrianDavion wrote:
GW could give a million dollars to a childrens hospital and Yukishiro would find something to villianize them over that (proably accuse them of doing it to cheat taxes)

Ah, now we're just reduced to pointless, irrelevant character attacks. Those are always very convincing and a great way to show you've won an argument.

You still have not provided an alternative, at least not for indemnity.

Hurry up and Google some more stuff for us!

**ClockworkZion**

BobtheInquisitor wrote:
BrianDavion wrote:
GW could give a million dollars to a childrens hospital and Yukishiro would find something to villianize them over that (proably accuse them of doing it to cheat taxes)

We should all be worried if GW ever gave money to a children’s hospital.

Maybe little Timmy wanted to start a "school league" in the leukemia ward?

For GW any donation would be a tax write off and goodwill so it's not like it'd be some Lex Luthor evil nonsense.

It feels like this conversation has generated two camps. One that says that the NDA is fine and/or they've had worse NDAs (or says it's fake). The second is pointing at it and going "these bits here seem uncharacteristically strict even for an NDA" to which the first camp either tells the second they're wrong, or that they don't know what they're talking about and must present evidence that the three year no-compete and defamation clauses seem unusually unfairly balanced towards GW's side of things.

I don't know if it's a real NDA as some have pointed out that there are some problems, such as "GW" never being clearly defined, but there is also a chance this was just a draft sent out by accident and isn't the final version of a future NDA they could use. Or maybe someone is pulling everyone's leg since I've heard people say the NDAs they signed at Gencon don't match it. I don't know. What I do know is that personally my stance is "concerned, but waiting for more information". I generally hope it's a hoax because it feels like the sort of thing GW could be trying to leverage with harsher terms to ensure they maximize day one hype wave purchases, but that could be the cynical side of me speaking when it comes to GW the company.

Either way I guess I'm waiting to see if anything else comes out of it or if this is all that we'll hear about this.

**drbored**

I sat down and read through a little more carefully, did a handful more google searches, and have gone through a lot of the replies on Reddit and Twitter and the story is thus:

This NDA is real boring and standard. All of the 'Restricted Customer' stuff is saying stuff like 'don't poach our customers' and 'don't prevent our customers from buying our stuff'. The term is 3 years, where many video game and even movie contracts could be up to 5 years or longer, depending on the scope of the project.

And, more than anything, people that are freaking out are twisting the legalese to fit their own narrative without fully understanding the legalese. That's the idea of legalese, ironically, is to make it so that lawyers can figure it out.

I even looked back on some of my own NDAs that I've signed. A lot of the same language and clauses, like I said, copy-pasted.

At least on my end, this is a big nothing burger and I think people will get tired of pretending its not.

**yukishiro1**

techsoldaten wrote:

*eyeroll*

You found a boilerplate contract on the Internet and claim it represents "normal" business practices. And you wag your finger because other people won't do the same.

NDAs are wildly different from company to company and situation to situation. The term "Restricted Customer" can be defined to mean just about anything within the terms of a contract. Literally, that's the point of defining terms within a contract - they are not universal and can and do vary. So what you're assuming about this term is incorrect.

techsoldaten wrote:

You still have not provided an alternative, at least not for indemnity.

Hurry up and Google some more stuff for us!

This conversation isn't worth continuing. I made an assertion, and supported it when requested with a specific example (actually, 256 examples). You have not supported your assertion with any examples whatsoever, all you've done is mocked me for actually answering your questions. How could any example possibly satisfy you? You response would be exactly the same: that's just an example. But *you* were the one who asked for an example. You can't complain when you ask for an example and someone provides you an example. Well, I mean, you can, but you just look ridiculous for it. I mean look at what you actually wrote: you can define the term any way you want. This is completely irrelevant to what you just asked, which is for me to provide a standard definition. It's the definition of moving the goalposts. The whole point of the discussion is that GW is defining the term in a different way than is normal - to point out that they have done that is totally unresponsive. Uh yes...that's what we're talking about.

You've made multiple inaccurate statements in this thread, for example that clause 6 of the agreement didn't relate to breaches of clause 4. When I pointed this out, you ignored it and continued to insult me. You can't have a conversation with someone like you who is constantly moving the goalposts and who just falls back on "you don't know anything!" when he has nothing better to say.

To sum up: I pointed out the definition of this term is not the usual one found in non-compete agreements. You asked for an example of standard language. I provided 256. You then said "lol google you don't know anything about reality." This is not a convincing or useful way to have a conversation.

**drbored**

ClockworkZion wrote:
BobtheInquisitor wrote:
BrianDavion wrote:
GW could give a million dollars to a childrens hospital and Yukishiro would find something to villianize them over that (proably accuse them of doing it to cheat taxes)

We should all be worried if GW ever gave money to a children’s hospital.

Maybe little Timmy wanted to start a "school league" in the leukemia ward?

For GW any donation would be a tax write off and goodwill so it's not like it'd be some Lex Luthor evil nonsense.

It feels like this conversation has generated two camps. One that says that the NDA is fine and/or they've had worse NDAs (or says it's fake). The second is pointing at it and going "these bits here seem uncharacteristically strict even for an NDA" to which the first camp either tells the second they're wrong, or that they don't know what they're talking about and must present evidence that the three year no-compete and defamation clauses seem unusually unfairly balanced towards GW's side of things.

I don't know if it's a real NDA as some have pointed out that there are some problems, such as "GW" never being clearly defined, but there is also a chance this was just a draft sent out by accident and isn't the final version of a future NDA they could use. Or maybe someone is pulling everyone's leg since I've heard people say the NDAs they signed at Gencon don't match it. I don't know. What I do know is that personally my stance is "concerned, but waiting for more information". I generally hope it's a hoax because it feels like the sort of thing GW could be trying to leverage with harsher terms to ensure they maximize day one hype wave purchases, but that could be the cynical side of me speaking when it comes to GW the company.

Either way I guess I'm waiting to see if anything else comes out of it or if this is all that we'll hear about this.

We won't get anything out of this. GW has no obligation to talk about whether it's real or not. It's not even worth suing whoever leaked it, though they may cancel whatever contract they were planning on signing if they can figure out who 'leaked' this.

And here's the thing, the people saying 'these seem uncharacteristically strict' aren't showing us anything different. Of course the contract is going to favor GW, and having the no-compete and defamation clauses are pretty freakin' normal. Again, consider the reasoning for this sort of contract: They want to sponsor or somehow give someone review of a product. They need that product to be kept secret for, potentially, upwards of 3 years. They want the person that they sign onto this contract to not prevent GW customers from buying their stuff. There's no Disparagement Clause in the contract, just Defamation. If the clause was Disparagement, I would be COMPLETELY on the other side of this argument, but it's simply not.

My best guess is that this was likely going to go to a YouTube content creator (according to Brent and the other people freaking out about this) that was potentially going to become a playtester for a new game that GW are developing or a new edition of a game they're developing. They would be given lots documents that need to remain confidential for the duration of the game development, which could be upwards of 3 years. The contract doesn't prevent them from saying "this new edition is garbage", but it does prevent them from saying "this new edition was made with child labor" and other such lies.

But hey, these sorts of things get clicks, views, generate comments in chat boxes and forums and get people's engagement rates and ad revenue pumping. So I guess we should keep arguing and being mad.

**yukishiro1**

drbored wrote:

And here's the thing, the people saying 'these seem uncharacteristically strict' aren't showing us anything different. Of course the contract is going to favor GW, and having the no-compete and defamation clauses are pretty freakin' normal. Again, consider the reasoning for this sort of contract: They want to sponsor or somehow give someone review of a product. They need that product to be kept secret for, potentially, upwards of 3 years. They want the person that they sign onto this contract to not prevent GW customers from buying their stuff. There's no Disparagement Clause in the contract, just Defamation. If the clause was Disparagement, I would be COMPLETELY on the other side of this argument, but it's simply not.

If you want an alternative that you can't poo-poo, look back at your own NDAs - you just stated you have signed several and looked at them. I'd be shocked if any of them contained a no-fault indemnity clause. If they did, you should be kicking yourself for having signed them, because that was a pretty crazy thing to have done. The standard indemnity clause in a non-compete either states a level of culpability - negligence, gross negligence, intentional violation, etc - or it just broadly provides indemnity without specifying a particular level of fault. A specific statement that purports to say that indemnity can be required without any level of fault is very unusual.

**drbored**

yukishiro1 wrote:
drbored wrote:

And here's the thing, the people saying 'these seem uncharacteristically strict' aren't showing us anything different. Of course the contract is going to favor GW, and having the no-compete and defamation clauses are pretty freakin' normal. Again, consider the reasoning for this sort of contract: They want to sponsor or somehow give someone review of a product. They need that product to be kept secret for, potentially, upwards of 3 years. They want the person that they sign onto this contract to not prevent GW customers from buying their stuff. There's no Disparagement Clause in the contract, just Defamation. If the clause was Disparagement, I would be COMPLETELY on the other side of this argument, but it's simply not.

If you want an alternative that you can't poo-poo, look back at your own NDAs - you just stated you have signed several and looked at them. I'd be shocked if any of them contained a no-fault indemnity clause. If they did, you should be kicking yourself for having signed them, because that was a pretty crazy thing to have done. The standard indemnity clause in a non-compete either states a level of culpability - negligence, gross negligence, intentional violation, etc - or it just broadly provides indemnity without specifying a particular level of fault. A specific statement that purports to say that indemnity can be required without any level of fault is very unusual.

Cool, so you're really concerned about this indemnity clause. No, I haven't dealt with much in the way of indemnity clauses in my own NDA because of the kinds of contracts that I've gotten.

If I got this and I was concerned about it, I'd take it to my lawyer and we'd figure it out, just like I have done with past contracts. If it was too much, we'd send it back with alterations and ask for an adjustment of the contract.

That would be what's called in the business "my business". If you had gotten this contract, then what you do with it would commonly be called "your business". Very seldom do "my business" and "your business" need to be shared with the Internet at large, and yet here we are, fretting over something that is, what they call, "someone else's business".

**yukishiro1**

You said nobody's showed you anything different. I just did, using your own NDAs as an example so you couldn't possible take issue with it.

It is uncharacteristically strict. Your response to that can be "I don't care if it's uncharacteristically strict," I guess if you want, but it doesn't refute the claim that it is unusually strict.

**ClockworkZion**

drbored wrote:
ClockworkZion wrote:
BobtheInquisitor wrote:
BrianDavion wrote:
GW could give a million dollars to a childrens hospital and Yukishiro would find something to villianize them over that (proably accuse them of doing it to cheat taxes)

We should all be worried if GW ever gave money to a children’s hospital.

Maybe little Timmy wanted to start a "school league" in the leukemia ward?

For GW any donation would be a tax write off and goodwill so it's not like it'd be some Lex Luthor evil nonsense.

It feels like this conversation has generated two camps. One that says that the NDA is fine and/or they've had worse NDAs (or says it's fake). The second is pointing at it and going "these bits here seem uncharacteristically strict even for an NDA" to which the first camp either tells the second they're wrong, or that they don't know what they're talking about and must present evidence that the three year no-compete and defamation clauses seem unusually unfairly balanced towards GW's side of things.

I don't know if it's a real NDA as some have pointed out that there are some problems, such as "GW" never being clearly defined, but there is also a chance this was just a draft sent out by accident and isn't the final version of a future NDA they could use. Or maybe someone is pulling everyone's leg since I've heard people say the NDAs they signed at Gencon don't match it. I don't know. What I do know is that personally my stance is "concerned, but waiting for more information". I generally hope it's a hoax because it feels like the sort of thing GW could be trying to leverage with harsher terms to ensure they maximize day one hype wave purchases, but that could be the cynical side of me speaking when it comes to GW the company.

Either way I guess I'm waiting to see if anything else comes out of it or if this is all that we'll hear about this.

We won't get anything out of this. GW has no obligation to talk about whether it's real or not. It's not even worth suing whoever leaked it, though they may cancel whatever contract they were planning on signing if they can figure out who 'leaked' this.

And here's the thing, the people saying 'these seem uncharacteristically strict' aren't showing us anything different. Of course the contract is going to favor GW, and having the no-compete and defamation clauses are pretty freakin' normal. Again, consider the reasoning for this sort of contract: They want to sponsor or somehow give someone review of a product. They need that product to be kept secret for, potentially, upwards of 3 years. They want the person that they sign onto this contract to not prevent GW customers from buying their stuff. There's no Disparagement Clause in the contract, just Defamation. If the clause was Disparagement, I would be COMPLETELY on the other side of this argument, but it's simply not.

My best guess is that this was likely going to go to a YouTube content creator (according to Brent and the other people freaking out about this) that was potentially going to become a playtester for a new game that GW are developing or a new edition of a game they're developing. They would be given lots documents that need to remain confidential for the duration of the game development, which could be upwards of 3 years. The contract doesn't prevent them from saying "this new edition is garbage", but it does prevent them from saying "this new edition was made with child labor" and other such lies.

But hey, these sorts of things get clicks, views, generate comments in chat boxes and forums and get people's engagement rates and ad revenue pumping. So I guess we should keep arguing and being mad.

Fair points. I've stayed off the mad train and have been on the concerned platform myself. I'm always concerned about corporate overreach in stuff like this so I've been following this but it's been amazing how fast some of the ad hominem comes out for even trying to talk about it instead of just waving it off as nothing the second you see it.

I definitely don't want to see a return to torches and pitchforks like what happened around the IP stuff, but the way some of the discussion has gone has made me very confused since there was a very fast devolution into dismissing people without giving any actual discussion on the finer points. So I appreciate the additional insight those some people have shown because it at least helps make it clearer what may be going on rather than just memeing on anyone who felt this was favoring GW more strongly than what would be normal. Especially when people who have NDAs with GW mention that they've never signed anything with them that is this strict.

**drbored**

yukishiro1 wrote:
You said nobody's showed you anything different. I just did, using your own NDAs as an example so you couldn't possible take issue with it.

It is uncharacteristically strict. Your response to that can be "I don't care if it's uncharacteristically strict," I guess if you want, but it doesn't refute the claim that it is unusually strict.

You're right, I don't care if it's unusually strict, because again, that's the business between GW and the intended recipient, which is what I've been trying to say since the beginning.

My NDAs were similar in some cases and not similar in others. We're BOTH trying to compare apples to oranges, but at the end of the day, when dealing with contracts, the wisdom is the same: Have a lawyer look at it.

If I or you or anyone were to sign any sort of contract without consulting a lawyer, we'd be dumb.

So what's the point? Am I supposed to care? Am I supposed to shake my fist and say "Curse that GW for making such a nefarious contract that takes advantage of YouTubers that will get to review things in advance! Curse them for making a contract that favors them! Curse them for wanting people to not defame them or reveal upcoming content before it's time!"

I'm just not feeling the anger. I'm more angry that people are taking this NDA way out of context and thinking that somehow this is GW putting a gun to content creators' heads, especially when the loudest opponents to this are ones that make a LIVING off of CRAPPING on GW's stuff day in and out.

Just not getting where we're supposed to go with this argument. Do you want me to agree that the NDA seems strict? I guess? I don't know the rest of the situation, who has received it, or what benefits they may be getting for signing on to whatever project this is supposed to be a part of.

**drbored**

ClockworkZion wrote:
drbored wrote:
ClockworkZion wrote:
BobtheInquisitor wrote:
BrianDavion wrote:
GW could give a million dollars to a childrens hospital and Yukishiro would find something to villianize them over that (proably accuse them of doing it to cheat taxes)

We should all be worried if GW ever gave money to a children’s hospital.

Maybe little Timmy wanted to start a "school league" in the leukemia ward?

For GW any donation would be a tax write off and goodwill so it's not like it'd be some Lex Luthor evil nonsense.

It feels like this conversation has generated two camps. One that says that the NDA is fine and/or they've had worse NDAs (or says it's fake). The second is pointing at it and going "these bits here seem uncharacteristically strict even for an NDA" to which the first camp either tells the second they're wrong, or that they don't know what they're talking about and must present evidence that the three year no-compete and defamation clauses seem unusually unfairly balanced towards GW's side of things.

I don't know if it's a real NDA as some have pointed out that there are some problems, such as "GW" never being clearly defined, but there is also a chance this was just a draft sent out by accident and isn't the final version of a future NDA they could use. Or maybe someone is pulling everyone's leg since I've heard people say the NDAs they signed at Gencon don't match it. I don't know. What I do know is that personally my stance is "concerned, but waiting for more information". I generally hope it's a hoax because it feels like the sort of thing GW could be trying to leverage with harsher terms to ensure they maximize day one hype wave purchases, but that could be the cynical side of me speaking when it comes to GW the company.

Either way I guess I'm waiting to see if anything else comes out of it or if this is all that we'll hear about this.

We won't get anything out of this. GW has no obligation to talk about whether it's real or not. It's not even worth suing whoever leaked it, though they may cancel whatever contract they were planning on signing if they can figure out who 'leaked' this.

And here's the thing, the people saying 'these seem uncharacteristically strict' aren't showing us anything different. Of course the contract is going to favor GW, and having the no-compete and defamation clauses are pretty freakin' normal. Again, consider the reasoning for this sort of contract: They want to sponsor or somehow give someone review of a product. They need that product to be kept secret for, potentially, upwards of 3 years. They want the person that they sign onto this contract to not prevent GW customers from buying their stuff. There's no Disparagement Clause in the contract, just Defamation. If the clause was Disparagement, I would be COMPLETELY on the other side of this argument, but it's simply not.

My best guess is that this was likely going to go to a YouTube content creator (according to Brent and the other people freaking out about this) that was potentially going to become a playtester for a new game that GW are developing or a new edition of a game they're developing. They would be given lots documents that need to remain confidential for the duration of the game development, which could be upwards of 3 years. The contract doesn't prevent them from saying "this new edition is garbage", but it does prevent them from saying "this new edition was made with child labor" and other such lies.

But hey, these sorts of things get clicks, views, generate comments in chat boxes and forums and get people's engagement rates and ad revenue pumping. So I guess we should keep arguing and being mad.

Fair points. I've stayed off the mad train and have been on the concerned platform myself. I'm always concerned about corporate overreach in stuff like this so I've been following this but it's been amazing how fast some of the ad hominem comes out for even trying to talk about it instead of just waving it off as nothing the second you see it.

I definitely don't want to see a return to torches and pitchforks like what happened around the IP stuff, but the way some of the discussion has gone has made me very confused since there was a very fast devolution into dismissing people without giving any actual discussion on the finer points. So I appreciate the additional insight those some people have shown because it at least helps make it clearer what may be going on rather than just memeing on anyone who felt this was favoring GW more strongly than what would be normal. Especially when people who have NDAs with GW mention that they've never signed anything with them that is this strict.

I totally respect that, and I do apologize to you and other readers. I'm learning more as I go, which is an important part of dissecting any piece of drama, and as a result my posts can seem disjointed as people bring up different topics or debate points.

At the end of the day, I think my original theory about this being a big pile of nothing remains true. Corporate overreach is DEFINITELY a real-world issue, but what we have here is a contract, one that allegedly is going out to YouTubers to sign on for some sort of sponsorship. It's not GW holding a gun to their heads or anything like that, and it's up to each individual content creator whether they deem it good for their business to sign on. Any wise person would consult a lawyer, but people seem to think that, somehow, these content creators are the victims, when it is fully within their prerogative to seek out legal advice.

**yukishiro1**

drbored wrote:

You're right, I don't care if it's unusually strict, because again, that's the business between GW and the intended recipient, which is what I've been trying to say since the beginning.

You're welcome to feel whatever you want to feel. I'm not going to tell you how you're supposed to feel about anything - they're your feelings, not mine. That's not something we're going to have a useful argument over.

It isn't what you were saying from the beginning, though. You've gone back and forth between "I don't care!" and "it isn't true!" as it's suited you. If you'll notice, I've never told you you have to care. That would be silly. I've only addressed where people have made claims that this is a "normal" NDA and non-compete. It isn't. It's overbearing in places to the point where I'm doubtful it would stand up in court - it certainly wouldn't fly here, and I would be surprised if the UK is different.

**drbored**

yukishiro1 wrote:
drbored wrote:

You're right, I don't care if it's unusually strict, because again, that's the business between GW and the intended recipient, which is what I've been trying to say since the beginning.

You're welcome to feel whatever you want to feel. I'm not going to tell you how you're supposed to feel about anything - they're your feelings, not mine. That's not something we're going to have a useful argument over.

It isn't what you were saying from the beginning, though. You've gone back and forth between "I don't care!" and "it isn't true!" as it's suited you. If you'll notice, I've never told you you have to care. That would be silly.

And all you've said is "this looks funny" despite people saying "it looks normal to me", and yet you keep drilling at the same "but it really looks funny!"

So go ahead, what are you trying to say? Out of sincere respect for your argument, please lay down your major concern so I can address it directly with what information I have.

**yukishiro1**

I've laid it out in detail. You ignored it each time and responded with "I don't care." Have you started caring? If you still don't care, I'm not sure why it's useful for me to lay it out again. But I'm a sucker who lives in hope, so here goes.

I have two major concerns, as stated previously:

1. The definition of Restricted Customer is much too broad. The agreement purports to enjoin the signing party from doing anything that would result in any GW customer anywhere in the world buying less GW product. This would be hugely restrictive if enforceable, or, alternatively, it isn't enforceable at all because it contravenes public policy and represents an unreasonable restriction on competition.

2. The no-fault indemnity clause is unnecessary, oppressive, and likely unenforceable. As written, it would allow GW to get indemnity against the signing party without having to show the signing party actually bore any fault. This would be void as against public policy in my jurisdiction; I don't know whether it would be in the UK as well, but it should be, and I would be surprised if it wasn't.

**drbored**

yukishiro1 wrote:
I've laid it out in detail. You ignored it each time and responded with "I don't care."

I have two major concerns, as stated previously:

1. The definition of Restricted Customer is much too broad. The agreement purports to enjoin the signing party from doing anything that would result in any GW customer anywhere in the world buying less GW product. This would be hugely restrictive if enforceable, or, alternatively, it isn't enforceable at all because it contravenes public policy and represents an unreasonable restriction on competition.

2. The no-fault indemnity clause is unnecessary, oppressive, and likely unenforceable. As written, it would allow GW to get indemnity against the signing party without having to show the signing party actually bore any fault. This would be void for public policy in my jurisdiction; I don't know whether it would be void in the UK, but it should be.

Ok here we go.

1. Restricted Customer is often defined broadly from what I've seen. The intent, as far as I understand it (and I could be wrong) is that they don't want you going out of your way to try to keep people from doing business with GW. In other words, saying things like "boycott GW" as we've seen pop up on Reddit and other social media places recently. If this is too restrictive, you can take it to your lawyer and discuss how to alter the legalese to better balance the NDA and whatever project GW has for you. In many states, this sort of thing isn't even enforceable, so depending on where you live, this whole section could be a moot point.

2. Because Games Workshop is a UK company, we don't have the full story on this, but from my reading of it, the idea is that GW may give you a set of instructions, and if somehow you come to hurt yourself, GW is not going to bear any blame. For example, if they tell you that you need to build and paint the box of models that they give you to review, they're not at fault if you suddenly come up with arthritis, or any other ridiculous concoction that people can try to take to court. If this feels unnecessarily oppressive, you take it to your lawyer and discuss it with them to see if the terms seem fair, and, again, it may not even apply to you depending on where you live.

So we come to the conclusion, a contract that may appear strict to some, but the answer is the same: You'd take it to your lawyer before signing anything.

Other than that, what would you propose we do?

**yukishiro1**

You've seen that definition of Restricted Customer elsewhere? Where? In the context of non-competes it is typically limited to entities and people you developed a relationship with as a result of your employment. The purpose is generally to stop you using contacts and relationships you made while working for your employer to then hurt your employer when you go to work for someone else or strike out on your own.

Trying to enjoin an ex-employee from doing anything at all that might result in anyone anywhere in the world buying less GW product is not the sort of thing that's considered legitimate protection of one's business interests.

I think you are confused about the indemnity clause we're talking about. This isn't about GW having indemnify anyone, it's about the signer having to indemnify GW if they violate the non-compete or the NDA. As written, it purports to say that you're liable to GW for any violation, whether or not you were actually at fault. In most jurisdictions this would not be enforceable, precisely because it is so oppressive.

Nobody should be signing that contract, that's for sure. As to what people should do - you apparently don't care if GW is throwing its weight around trying to get people to this kind of contract. That's up to you how you feel; as stated previously, I'm not going to tell you how you should feel. Personally, if GW is really trying to get people to sign this thing, it would bother me. I don't want to think that my money is going to support people who do business that way.

**techsoldaten**

drbored wrote:
I sat down and read through a little more carefully, did a handful more google searches, and have gone through a lot of the replies on Reddit and Twitter and the story is thus:

This NDA is real boring and standard. All of the 'Restricted Customer' stuff is saying stuff like 'don't poach our customers' and 'don't prevent our customers from buying our stuff'. The term is 3 years, where many video game and even movie contracts could be up to 5 years or longer, depending on the scope of the project.

And, more than anything, people that are freaking out are twisting the legalese to fit their own narrative without fully understanding the legalese. That's the idea of legalese, ironically, is to make it so that lawyers can figure it out.

I even looked back on some of my own NDAs that I've signed. A lot of the same language and clauses, like I said, copy-pasted.

At least on my end, this is a big nothing burger and I think people will get tired of pretending its not.

It's just people griping about terms they don't like, with no recognition of the fact terms can be negotiated.

The 3 year term of the NDA is long, and the bit about "seeking the custom" within the non-compete is restrictive. I'm sympathetic to complaints about them.

How much effort is it to write back and ask their lawyers to strike these bits?

If GW won't agree to changes, what's so special about working for GW? If this was any other company on Earth, would you accept these terms just to work for them?

Sometimes it's just a matter of what you're willing to accept. GW is no dream job.

yukishiro1 wrote:

This conversation isn't worth continuing. I made an assertion, and supported it when requested with a specific example (actually, 256 examples). You have not supported your assertion with any examples whatsoever, all you've done is mocked me for actually answering your questions. How could any example possibly satisfy you? You response would be exactly the same: that's just an example. But *you* were the one who asked for an example. You can't complain when you ask for an example and someone provides you an example. Well, I mean, you can, but you just look ridiculous for it. I mean look at what you actually wrote: you can define the term any way you want. This is completely irrelevant to what you just asked, which is for me to provide a standard definition. It's the definition of moving the goalposts. The whole point of the discussion is that GW is defining the term in a different way than is normal - to point out that they have done that is totally unresponsive. Uh yes...that's what we're talking about.

You've made multiple inaccurate statements in this thread, for example that clause 6 of the agreement didn't relate to breaches of clause 4. When I pointed this out, you ignored it and continued to insult me. You can't have a conversation with someone like you who is constantly moving the goalposts and who just falls back on "you don't know anything!" when he has nothing better to say.

To sum up: I pointed out the definition of this term is not the usual one found in non-compete agreements. You asked for an example of standard language. I provided 256. You then said "lol google you don't know anything about reality." This is not a convincing or useful way to have a conversation.

You're mistaking boilerplate documents that come up in Google search results for adequate examples. You don't have 256 of them, you have one and it doesn't deal with the indemnity issue you cited.

I know you really want people to believe have some kind of special insight based on professional experience. That's fine. But your claims sound goofy and you continue to *not* provide examples to back them up.

If you have some experience in this area, post some language showing what you consider an ideal indemnity clause. Post it from as document you've been a party to. If you know so much about standard definitions and the courts view on things like non-compete clauses, you must be a lawyer, a company director, a judge, etc. Should be pretty easy to pull up an example you've dealt with yourself.

For that matter, deal with the obvious defects of this document like venue, force majeure, vis major or mens rea. These are influencers we are talking about here, they're not exactly the most stable bunch. A company like GW doesn't want it's image tarnished if one of them goes on a crime spree. It's odd there's no trigger for immediate termination / return of all CI in the event of some moral breach, act of war, etc. And this would be a civil matter in England. Last I checked, there's no reciprocity on civil judgements between the US and UK. If this is an agreement being offered to creators worldwide, a judgement would be meaningless for anyone in the US.

But stop telling people to use Google search for questions related to the law. Anyone who actually deals with contracts knows Google is the worst source of advice for legal matters. Durhh.

**drbored**

yukishiro1 wrote:
You've seen that definition of Restricted Customer elsewhere? Where? In the context of non-competes it is typically limited to entities and people you developed a relationship with as a result of your employment. The purpose is generally to stop you using contacts and relationships you made while working for your employer to then hurt your employer when you go to work for someone else or strike out on your own.

Trying to enjoin an ex-employee from doing anything at all that might result in anyone anywhere in the world buying less GW product is not the sort of thing that's considered legitimate protection of one's business interests.

I think you are confused about the indemnity clause we're talking about. This isn't about GW having indemnify anyone, it's about the signer having to indemnity GW if they violate the non-compete or the NDA. As written, it purports to say that you're liable to GW for any violation, whether or not you were actually at fault. In most jurisdictions this would not be enforceable, precisely because it is so oppressive.

Nobody should be signing that contract, that's for sure. As to what people should do - you apparently don't care if GW is throwing its weight around trying to get people to this kind of contract. That's up to you how you feel; as stated previously, I'm not going to tell you how you should feel. Personally, if GW is really trying to get people to sign this thing, it would bother me. I don't want to think that my money is going to support people who do business that way.

Again, all of what you're saying leads me to the same point: If you got this contract, I would recommend you talk to a lawyer about it.

Really, what's telling, is your last point. You're saying you wouldn't want to support a company that 'does business that way', without knowing the full context, without knowing the Intended Recipient or the rest of the terms to which this NDA may be applied to. At the end of the day, it's up to you where to spend your money.

I personally, on the other hand, will not change my spending habits or stop enjoying my hobby because of an alleged NDA which may not even be real, modern, or enforceable, especially when the solution to the parties involved is so simple: Talk to a lawyer.

**yukishiro1**

drbored wrote:

Really, what's telling, is your last point. You're saying you wouldn't want to support a company that 'does business that way', without knowing the full context, without knowing the Intended Recipient or the rest of the terms to which this NDA may be applied to.

No, I'm not saying that. In fact, I specifically said the opposite, that if it turns out to be true, that's how I'd feel. Please don't misrepresent what people are saying.

**tneva82**

BaronIveagh wrote:

Additional, for those who decry spikybits

http://natfka.blogspot.com/2021/09/want-to-know-what-gw-nda-looks-like.html

So for those who decry spikybits you offer even worse clickbait site that fabricates rumours just to get more clicks

**drbored**

yukishiro1 wrote:
drbored wrote:

Really, what's telling, is your last point. You're saying you wouldn't want to support a company that 'does business that way', without knowing the full context, without knowing the Intended Recipient or the rest of the terms to which this NDA may be applied to.

No, I'm not saying that. In fact, I specifically said the opposite, that if it turns out to be true, that's how I'd feel. Please don't misrepresent what people are saying.

You and I are saying a very similar thing in fact.

"Personally, if GW is really trying to get people to sign this thing, it would bother me. I don't want to think that my money is going to support people who do business that way."

IF. That's the word, isn't it? IF IF IF. Still, telling.

At the end of the day, you've still given us no alternative action to perform, just argued for argument's sake. I've had a good time, it's nice to vent some of my frustration out on silly things like this sometimes. I rarely get the catharsis of figuring stuff out and coming to basic conclusions and determinations. Of course, feel free to continue arguing, I guess, even though the argument is pretty dead. It likely was from the getgo, but here we are, at 1am my time.

I'm sure that if you or a friend of yours gets a contract like this, you'll be well equipped to navigate handling it.

Automatically Appended Next Post:

tneva82 wrote:
BaronIveagh wrote:

Additional, for those who decry spikybits

http://natfka.blogspot.com/2021/09/want-to-know-what-gw-nda-looks-like.html

So for those who decry spikybits you offer even worse clickbait site that fabricates rumours just to get more clicks

natfka really tried to post an image of GW explaining where the name for 'Land Speeders' comes from as a piece of IP drama. Like, wow. This is the state of the Warhammer community these days.

**tneva82**

LunarSol wrote:
Kanluwen wrote:
Curious if part of this is a reaction to things like FLG, who sell mats that just so happen to always be in the size that purportedly they pushed for with GW in playtesting...

I assumed the size change was more a result of GW's Kill Team/Warcry mats, since the new table sizes are scaled to those.

FLG certainly had advanced word the change was coming, but scaling down isn't nearly as hard for companies to adapt to than scaling up would be.

Yep.

Playtesters were given zero consultation regarding playmats. It was fact accomplished. Playtesters were just said "this is new minimum size". Initially the ITC folks werent' even happy about it until they realized they can add more players(=more paying customers) to same venue.

Automatically Appended Next Post:

drbored wrote:
Here's what we know:

This is a contract.

Here's what we don't know:

6) is this even real or fake.

**Albertorius**

techsoldaten wrote:
Show us an example of what you think is "normal."

Wow, this thread has moved a lot while I was sleep, so I'd rather not touch it.

But here you have a couple examples of standard NDA agreements:

https://nondisclosureagreement.com/

https://www.nolo.com/legal-encyclopedia/sample-confidentiality-agreement-nda-33343.html

They're quite similar to most of the ones I've signed over the last twenty years (one for each book I've translated for multiple companies, maybe about two hundred of them, some others as part of projects I've been involved in as IT staff, one as part of a project on the Ministry of Defense here in Spain. This last one was the most different because it defined criminal liability for leaks, as part of the country's defense network).

**drbored**

Albertorius wrote:
techsoldaten wrote:
Show us an example of what you think is "normal."

Wow, this thread has moved a lot while I was sleep, so I'd rather not touch it.

But here you have a couple examples of standard NDA agreements:

https://nondisclosureagreement.com/

https://www.nolo.com/legal-encyclopedia/sample-confidentiality-agreement-nda-33343.html

They're quite similar to most of the ones I've signed over the last twenty years (one for each book I've translated for multiple companies, maybe about two hundred of them, some others as part of projects I've been involved in as IT staff, one as part of a project on the Ministry of Defense here in Spain. This last one was the most different because it defined criminal liability for leaks, as part of the country's defense network).

it moved a lot but, as is typical, went nowhere. Thanks for posting these. They're definitely way different from the one that is allegedly from GW, so it's tough to say much else without more information about the rest of the situation.

**Lord Kragan**

Mentlegen324 wrote:
So yet another thing that seems to be getting taken out of context or misconstrued in order to try and make GW look bad regardless of the facts? Seems like pretty standard stuff - you enter into a deal with a company, of course you shouldn't then be trying to take away their customers or unfairly use that to your advantage.

No, it is not pretty standard stuff. I am friends with a lawyer that is specialized in labor law... and the man was utterly flabbergasted. Same goes for an acquaintance thar is a social security labor inspector.