Electronic Arts Takes Over my Employer

[Mike D Smith]

Now that it's official, I can let you know. The studio I work for--Headgate--has just been sold to EA and is now EA Salt Lake.

This poses an interesting position for myself--whereas Headgate was pretty easy going about indie stuff, EA is not. Many people at the studio have concerns about the loss of ownership of stuff they do on their own time and I am one of them. Vance Cook (the owner of Headgate) has talked with EA about these concerns and a few people have gotten exceptions to continue on their side projects without EA having rights to their work. Because of my intentions with my work, I am not one of them.

I want to continue working on my own stuff (Caster in particular), but I don't want to give rights away to EA. Most likely they wouldn't ever "steal" my work (wouldn't be worth their time, money, PR loss etc), but I don't want to work for a company that takes this attitude with it's employees. It gives me an unsettling feeling that makes me not want to work on anything that I value in the event that it gets taken by them.

Some of my friends are calling it quits and moving to do their indie stuff full time. I wish I could do the same, but I don't think my projects could bring in enough money to support it. I have limited faith and experience in this area. I might be able to hook up with one of my friends and collaborate with him as he already has a successful indie business going (http://www.dracosoft.com), but it's still risky of course with no guarantee of income and I have a wife and three kids to support.

I have decided to accept the hire agreement and the IP ownership thing for now and don't plan on making any hasty decisions. Even if I did quit, I would most likely continue on contract to help finish the project I am on.

So I'm still struggling with the issue and really need some good advice. Please help. Thanks!

[lennard]

My advice would be to stick with the day job until you have the financial independance through indie sales or seperate investments to support yourself. If you look at what a lot of indie games return - a couple K is common and some make nothing - you would be putting yourself in a bad spot if you blast off and just hope for the best.

I left my day job a few years back - no regrets but we were fortunate enough to have bought rental units that pay our bills while we do our crazy indie thing (my wife writes, I design and code).

Best of luck.

[Mike D Smith]

Originally Posted by lennard

My advice would be to stick with the day job until you have the financial independance through indie sales or seperate investments to support yourself.

Thanks for the feedback. One of the problems is that I can't code anymore without EA having rights to it. I like the idea of side investments. I will look into that.

[ZeHa]

I don't know if this would be easy to do - but why should they even KNOW about your freetime codings?

I think it could be possible to continue everything as usual, but involving a friend who's only there to use his name instead of yours. So everything looks like he's the developer and something, but in the end, why should anybody know that in reality, YOU did that stuff, not your friend?

Of course that's a little bit &%$@ and might ruin your complete motivation but just regard it as a theoretical thought

[KNau]

Clearly you can't use office time or equipment to work on your personal projects but it's a pretty draconian contract that would try to claim ownership of anything you do on your personal time. That's old-school Disney practices. If that's the case also keep a lookout for any non-competition clauses that prevent you from doing anything even after you've left EA.

With EA buying your company I would recommend keeping an up to date resume and putting the fast track on your indie business. I wouldn't anticipate more than another year of employment out of them and things could go downhill fast.

Release games in your wife's name or through your friend's business under their name. You could also try a psuedonym to work around your contract, it works in other industries. EA probably won't even notice but better safe than sorry.

[Applewood]

Try not to worry about it.

They'll close you down presently and then when you're unemployed you can do all the indie gaming you want.

God, I wish this was just sarcasm!

[vjvj]

Sorry to hear that, man. I'm not sure if you were expecting it, but you *should* have been if you weren't; it's what EA does They either buy you out or shut you down (e.g. Westwood).

My advice would be to have your work contract modified to allow for your indie work until you can quit. My previous "big corporation" employer was willing to treat indie work as a second job. As long as you aren't wildly successful you should be ok.

There's always the fear of them trying to exercise ownership of your personal projects no matter what you do. Let's be honest here: If you ship a game that moves a million units, your employer WILL at least *try* to take it from you regardless of what legal precautions you've already taken

[RohoMech]

yea, I think vjvj and KNau are on the money about the non-compete and 1 million copy stuff. From EA's perspective, they don't want you using things you learn from work in your own stuff, since they "own" that part of you, so if you're making a game at home they might be suspicious of that.

However, you might be okay since you're in a different market space (casual...) though EA seems to have some interest in that. I'm pretty curious (though I'm sure you can't reveal the details) of the employment agreement which leads you to believe they own *all* the code you write. From contracts I've seen, they tend to be word along the lines "if you write and release a clone of our products, we'll come after you", but that means you can still do things in your freetime as long as they're perpendicular to what you do at work.

[Mike D Smith]

Originally Posted by RohoMech

I'm pretty curious (though I'm sure you can't reveal the details) of the employment agreement which leads you to believe they own *all* the code you write. From contracts I've seen, they tend to be word along the lines "if you write and release a clone of our products, we'll come after you", but that means you can still do things in your freetime as long as they're perpendicular to what you do at work.

It says any "invention" I come up with after date of hire. Exceptions include it not being related to any business they might have. Since they're in the games industry, that includes my stuff. Pretty standard stuff really.

I tried to get an exception to continue working on Caster, but they said no.

[ktorrek]

Originally Posted by KNau

Clearly you can't use office time or equipment to work on your personal projects but it's a pretty draconian contract that would try to claim ownership of anything you do on your personal time.

It's called "Work For Hire" and it's standard in every employee agreement I've ever seen, heard about, or signed. It pains me to admit that I can't lawfully use the engine I wrote in my spare time this year to make the games I want to make. I have in fact, been cautioned to stop by several people.

I accept that I signed on the dotted line and am compensated for the work I do at work, but it seems like the law is actively working against my wishes to further my craft. There are, however, very valid reasons for these laws to exist, like wanting to protect trade secrets and what not, but it seems that they impinge on creative freedoms just a bit much in this day and age.

If anyone is interested in a far more ranty version of my situation, go here

You do not want to get into any kind of legal issue with your career. The following story is sad, but true, and is why I take such a strong idealistic stance now. I'd like to say that this hasn't hurt my career but it has.

A few years ago a friend of mine was quitting his first full time job in favor of another one. The first job's CEO decided to invoke the non-compete clause. Non-compete clauses typically say something like "thou shalt not work in the same industry for a period of X years." My friend was lucky; the second job didn't back off, the situation eventually all got resolved, and to my knowledge he still works at that second job. Most employers won't touch that employee if the first one invokes a non-compete--it's just not worth it. His story made me realize just how tangled the laws are and how easy it is to get truly screwed by Corporate America.

To the OP: if you do end up going to EA and can't get them to agree that your project's development is your own, make sure you get it listed amongst your prior works so they can't come after you at a later date.

For those of you getting into this biz with both feet: please be careful.

[KNau]

The sad irony is that EA went through the non-competition wringer when they hired the creators of the Splinter Cell franchise only to find the Ubisoft contracts wouldn't let them work in the industry. It resulted in this (now hilarious) statement:

"In a statement, Electronic Arts wrote that it "perceives this practice [of non-compete clauses] as a constraint on the creative freedom of the individual employee"

There's a lot of argument whether non-competes are enforceable but by the time you have to go to court to earn the right to work again the damage to your life is already done.

[Mr. Sanity]

Speaking as someone who in the past put in my slave-time with a games megacorporation, be aware of a few things:

1. The contracts they make you sign have a lot of "boilerplate" in them. What is in the contract is not necessarily legal or enforceable. Get a consultation from a contract lawyer if you have doubts or misgivings. It might be the best $100-200 you ever spent.
2. They can afford very good lawyers, so unless you get advice from an attorney saying you're on solid ground, you need to tread with care.

As an example in my life: the company I signed with was one of many California companies that likes to classify all programmers as Exempt/Salaried, in direct contravention of California labor laws. I found out about this only after my time was served, but thankfully before any statute of limitations had passed.

My contract also contained non-compete clauses, which are illegal here except for certain industries (banking executives, and a few others) due to right-to-work clauses in the labor laws here.

So, just remember that what is in a contract is not necessarily legal. Look after your own interests, because the corporation is not looking out for you. Be safe and take a copy of your contract to a labor contract lawyer and get the real info on what is and is not enforceable. You're better off knowing than guessing.

[LilGames]

Most people argue non-competes are unenforceable. EA vs Ubisoft was an issue as it involved a large number of people, not just one individual.

Mike, did your company own any famous IP? If so, chances are all they wanted was the IP and then your studio will get shut down. So keep your options open. (This opinion, in case any EA lawyers are reading this, is based on what happened when EA Canada bought DICE in London, Ontario)

Also Mike, if Caster existed PRIOR to this contract you're being asked to sign, then they HAVE to agree to making it excluded from the IP/inventions ownership clause. They cannot legally make you include something you worked on PRIOR to employement!

[Sillysoft]

If you're really concerned about this then your options pretty much boil down to:
a) getting an exception in their contract for your indy stuff
b) not working for them
c) stop work on your indy stuff

The 4th option of "sign their contract as-is and just keep working on your stuff anyways" is a recipe for disaster if your indy stuff ever becomes successful. If you go to them again and say "I need my indy stuff excluded or I cannot work for you" then maybe they will re-consider granting it to you. You would have to be prepared for another No answer. Do you really want to work for a company that demands it owns your soul though?

[Applewood]

Please also remember that there is a reason employers do this, and it's nothing to do with greed. They don't want sole rights to your "own" work, they want sole rights on your thinking time.

They want you working 100% on their work because that's what they pay you for. You could argue that this agreement ends at 5.00pm, but can you honestly say you don't spend work time thinking about your own project ? If you did, I wouldn't believe you.

You should be sat on the loo at home thinking about their project, not yours. It's a creative, vocational job and they want your attention 100%. I can't say I blame them tbh.

I'm a very reasonable employer, but there's no way I'd want to compete for time with my employees. I pay them well to do our projects and I also expect them to mentally get behind them. A more than reasonable expectation in my book.

EA are still going to close you down though, even if you make the next hit, so I'd leave now if I were you. (Actually, when EA did this to a company I worked at, I did leave immediately, along with a few others.)

[PoV]

Yeah, I agree it's a terrible stifling of employee's creativity to disallow them or claim ownership of personal projects. A company I used to work for just got bit the proverbial arse thanks to EA love (Digital Illusions Canada (DICE)).

Unless I'm misinformed, developing in the animation industry at a few studios (in Canada at least) is a policy of your time. Of your 8 hour work day, they want 6 hours of your time for the job they're paying you for, and 2 hours are yours. You can use them for developing your own projects, life drawing, or generally just sketching for the heck of it. What you come up with is yours, but what you produce for us is ours.

Now imagine if a game company, instead of the common overtime nightmares, did this. Encouraged the employees to toy with ideas, or do weird things with the company's technology. Encouraged them, so some of them would come together on their time that you gave them to prototype a concept with or without your tech. Or alternatively, let a programmer practise art and vice versa (great advice is only a few steps away). Put the offer on the table for everyone, if they wanted to (and could) spin off a team or company, and/or wanted to license the technology, they could. Within reason of course (between projects, or other reasonable times depending on your role). Wouldn't that have been a great place to work?

Though, I suppose we as an industry would have to figure out how to "properly" manage a project, before anything like this could work.

[Applewood]

Wouldn't that have been a great place to work?

Not really - the place would shut down pretty damn quickly. I'd rather they focussed on getting everyone to concentrate on shipping the title that's going to pay everyones wages.

This is exactly the same as more traditional art. If you want to sculpt whatever you like, get on with it. If you want to pay a mortgage, get your head around the idea that you need to do what your client wants, not what you want. If your mind is split between the two, you'll fuck up both of them.

[Anthony Flack]

Pff. Time for a new job, fella.

[PoV]

Sure, the complete package that is that description is certainly a way out there idea, but a complete idealistic view. Given how chaotic development is, I'd agree it wouldn't work in today's game industry. It may never work with programming (middleware development). But in a process moving more towards grunt work driven roles (i.e. content art, levels, scripting), with strong complete middleware or an in house engine, and clear understanding of the requirements at the current stage of the project, there are people outside the main group that have potential use if you care to use them. Of course, the whole "clear understanding" part likely void's this argument. As well that any grunt that's capable and with the experience may have already moved up your ladder, or wont be sticking around as a grunt.

As management, I'm sure it sounds like the stupidest thing in the world. Why pay employees not to do the job you want them to, especially given that you tend not to get 6 hours of quality work out of an employee anyways. It's certainly not without it's flaws, but unless your designer truly is a genius, there's a good chance your turn around for original useful game ideas, or pitchable prototypes, isn't worth bragging about. Obviously, a more useful setup, as far as management would be concerned, puts you first in line to capitalize off it. But without the proper encouragement or discussions, clear freedoms of the employees, it's not going to happen, or it will in secret, as many of us here are familiar with.

It, in some derivative, is probably a model that could work in a middlware company or one with a solid well refined internal engine, and not a traditional "work for hire" studio.

[ktorrek]

Originally Posted by Applewood

Please also remember that there is a reason employers do this, and it's nothing to do with greed. They don't want sole rights to your "own" work, they want sole rights on your thinking time.

They want you working 100% on their work because that's what they pay you for. You could argue that this agreement ends at 5.00pm, but can you honestly say you don't spend work time thinking about your own project ? If you did, I wouldn't believe you.

How would this be different than chatting around the water cooler or thinking about what to have for dinner or what your next weekend adventure will be? Would you put a stop to this if you could? Would you require every waking hour of your employees' time working unwaveringly in their cubes for the same wage if you could flip the switch right now?

Lidor Wyssocky sums part of this up nicely.

The lines are rarely clear, and everyone has their own yardstick with which they measure motivation and morality in a working relationship. IMO, it should never come down to "us vs. them"; it should always be "how can we increase the value of each party in the time we're together". I don't believe that for one party to gain, the other must lose.

Perhaps I'm too idealistic.

[Applewood]

How would this be different than chatting around the water cooler or thinking about what to have for dinner or what your next weekend adventure will be? Would you put a stop to this if you could?

I see we're already descending into ridiculousness, bring on the trolls. Please wait, unsubscribing...

[ktorrek]

Originally Posted by Applewood

I see we're already descending into ridiculousness, bring on the trolls. Please wait, unsubscribing...

My questions were intended to make people think about where they stand on the issues, not to provoke or annoy. Clearly, I have failed and for that I am truly sorry.

If this is not the proper forum in which to discuss some of the harder issues of this industry, then I shall continue my wanderings elsewhere.

[papillon]

It's not entirely ridiculous.

The employee who is "married to the job" - who spends a lot of free time THINKING about the job and potentially coming up with innovations and improvements - is valuable.

The employee who has other things on eir mind is possibly less likely to come up with innovations and improvements for the work project on non-work hours. But this doesn't JUST mean employees who are trying to run an indie business in their spare time. An employee with an all-consuming hobby, religious/community involvement, busy family... all kinds of things could keep them from thinking about work when they're not at work.

But you're not allowed to ban employees from having hobbies, religions, and families.

You ARE allowed to fire them or fail to promote them if these extracurricular entanglements prevent them from meeting to your desired standards.

Why should an indie job be different?

Remember, I've never worked in the industry, so I may be very innocent about things, and I do honestly ask these questions.

[BarrySlisk]

ktorrek: Don't worry about it. Applewood is way out of line. My time, is MY time. Or else they can pay me for 24 hours instead of 8.

[BarrySlisk]

Originally Posted by papillon

It's not entirely ridiculous.

The employee who is "married to the job" - who spends a lot of free time THINKING about the job and potentially coming up with innovations and improvements - is valuable.

Actually I don't think so. The brain needs to rest or think about other things. I think it will only result in burn-out.

[KNau]

You get the employee for the hours you pay for. It's just a sign of the times that employers feel they are owed more than that simply by having a job available. Hence why self-employment rules!

Actually, Applewood's comments are pretty close to how most management types feel. I don't agree but it's worth hearing someone vocalize it.

[Mike D Smith]

Thanks for the continued feedback and advice everyone.

Just for note:

• I did claim Caster as prior work (along with my other projects) so it's safe as long as I don't work on it.
• Google does do something where they allow employees to work on whatever they want for one fifth of their time--probably still owned by Google, but they do give great incentives and rewards for coming up with good stuff.
• Headgate was doing ports of other EA titles--Godfather, Tiger Woods Golf, Madden Football--and we started on some ps2, xbox and then wii development. EA likes their next gen stuff to be in house and this kind of deal has been in the works for quite some time although I personally didn't think my boss would go through with it. We have no IP, just a presense in Salt Lake and a great history track record with them. My employer is one of the best I know and made this decision in interest of the employees. He could have retired looong ago but wanted to provide some security for us (and piece of mind for him at night). It's just too bad that EA is not indie friendly.

Thanks.

[Rainer Deyke]

Originally Posted by Applewood

Please also remember that there is a reason employers do this, and it's nothing to do with greed. They don't want sole rights to your "own" work, they want sole rights on your thinking time.

...which means that you are working for them 24 hours a day, seven days a week. If you do work for them, make sure you get compensated for the 128 hours of overtime you put in each week. Otherwise you are just plain getting ripped off.

[Coyote]

make sure you get compensated for the 128 hours of overtime you put in each week. Otherwise you are just plain getting ripped off.

The IRS would like to know about this, too. As one manager explained it to me, they get a trifle annoyed when they only get 1 employee's worth of income tax instead of 3.

Please also remember that there is a reason employers do this, and it's nothing to do with greed. They don't want sole rights to your "own" work, they want sole rights on your thinking time.

They want you working 100% on their work because that's what they pay you for. You could argue that this agreement ends at 5.00pm, but can you honestly say you don't spend work time thinking about your own project ? If you did, I wouldn't believe you.

Sure, that's what they want. Why wouldn't they? But in the USA, that's not been legal since January 1st, 1863.

I can't honestly say I don't spend my off-time thinking about work, either.

[LilGames]

Mike,
This news sounds interesting:
http://games.slashdot.org/games/06/12/01/1525257.shtml

I'd love to be involved in Wii game R&D...