One of the wonderful things about Roblox is that anyone can develop and publish a game. But when some Roblox devs start making a game, the last thing they think about is contracts. That can be a problem, especially if the game blows up. Why? Because depending on what agreements, if any, the primary devs had in place with contributors, the primary devs might not own their game outright. In this post, I will discuss the interplay between copyright, contracts and development.
Copyright
To explain why not having contracts can be a problem and what devs can do to ensure they own their games outright, we need to talk about copyright. Copyright is a form of intellectual property (think property like real estate, but the creative type) that protects original works of authorship as soon as those original works are created. Components of Roblox games, like those models you made in Blender or that code you developed for the game’s functionality, can be original works of authorship. And whoever makes those original works of authorship own them from the moment of creation except in certain circumstances. The most relevant in these situations is called “work for hire”. We’ll talk about two potential “work for hire” circumstances in particular: (1) employment relationships and (2) contractor relationships with a work-for-hire agreement.
Work For Hire
In an employment relationship, the law generally assumes that the employer owns the employee’s work for the employer unless something else changes that general assumption (like a contract that says otherwise or legal exception). So, if a dev is employing contributors, the law typically presumes that the dev owns the contributor’s contributions to the game. To be safe, having explicit written agreements with employees provides a useful backstop and easy evidence to support ownership.
In the case of contractors, devs need what’s called a work-for-hire agreement, which is an agreement that says the dev owns the contractor’s work provided under that agreement.
A quick aside, in California, if a dev enters into a work-for-hire agreement with a contributor, that contributor is presumed to be a statutory employee. Because many devs want to avoid treating contractors as statutory employees, they instead are often entering into assignment agreements. Under an assignment agreement, the dev won’t own the contributor’s work at creation, but the contribution will be assigned to them through the contract.
Contracts!
So, now that we’ve discussed employment and work-for-hire agreements, consider the scenario where a dev has hired a bunch of contributors as contractors at different times over the life of their game and the game finally blows up. If those contributors were never employees or never signed a work-for-hire agreement when they provided their work on the game, they may be due royalties for their work, they might demand other payment or insist the game be pulled off the platform. Or, if a company comes along and wants to buy the dev’s game, the dev may have trouble showing that it owns the game which could hinder or destroy the sale transaction.
To avoid these issues, best practice from a copyright perspective is for the dev to either employ its contributors or to make sure the dev has a work-for-hire agreement with its contractors (or an assignment in some jurisdictions). Have questions? Reach out!
