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OffTopic > Example Nintendo Contract

#31789 - ScottLininger - Tue Dec 14, 2004 7:21 pm

For those of you interested in learning more about what working with Nintendo is like... I was searching for GBA stuff on the web and found this interesting contract link.

I don't know how this made it onto the web. In any case, it is an interesting read to see what Nintendo requires and what they consider breach of contract.

-Scott

#31811 - sgeos - Tue Dec 14, 2004 10:48 pm

Quote:
7.4 Business Facilities. LICENSEE agrees to develop and maintain
(a) ...
(b) ...
(c) customer service and game counseling, including telephone service,
to adequately support the Licensed Products.

Game counseling? lol. Thats an odd requirement.

-Brendan

#31821 - sgeos - Wed Dec 15, 2004 12:05 am

Here are a few more fun bits:

Quote:
7.6 Defects and Recall. In the event of a material programming defect in
a Licensed Product that would, in NOA's reasonable judgment, significantly
impair the ability of a consumer to play the Game, NOA may, after consultation
with LICENSEE, require the LICENSEE to recall the Licensed Product and
undertake suitable repairs or replacements.

Potential ouch.

Quote:
8.5 Agreement Confidentiality. LICENSEE agrees that the terms, conditions
and contents of this Agreement shall be treated as Confidential Information.
...

Oops. Looks like somebody messed up...

Quote:
13.1 Term. This Agreement shall commence on the Effective Date and
continue for the Term, unless earlier terminated as provided for herein.

2.3 "Effective Date" means the last date on which all parties shall have
signed this Agreement.

2.20 "Term" means three (3) years from the Effective Date.

Maybe not. It looks like the agreement only lasts for three years.

Quote:
14.5 Survival. In addition to those rights specified elsewhere in this
Agreement, the rights and obligations set forth in Sections 3, 8, 9, 10 and 13
shall survive any expiration or termination of this Agreement to the degree
necessary to permit their complete fulfillment of discharge.

No. It looks like someone really did mess up.

Quote:
9.5 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW,
NEITHER NOA NOR NINTENDO CO., LTD. (OR THEIR RESPECTIVE AFFILIATES, LICENSORS
OR SUPPLIERS) SHALL BE LIABLE FOR LOSS OF PROFITS, OR FOR ANY SPECIAL,
PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF LICENSEE OR ITS CUSTOMERS
ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE
BREACH OF THIS AGREEMENT BY NOA, THE MANUFACTURE OF THE LICENSED PRODUCTS OR
THE USE OF THE LICENSED PRODUCTS ON ANY NINTENDO VIDEO GAME SYSTEM BY LICENSEE
OR ANY END USER.

Whoa! Thats wild. It sounds to me like they are saying that if they breach the contract and you lose money because of that, they are not liable. Is that legal?

Quote:
13.4 Termination Other Than by Breach. Upon the expiration of this
Agreement or its termination other than by LICENSEE's breach, LICENSEE shall
have a period of one hundred eighty (180) days to sell any unsold Licensed
Products. All Licensed Products in LICENSEE's control following the expiration
of such sell-off period shall be destroyed by LICENSEE within ten (10) days and
proof of such destruction (certified by an officer of LICENSEE) shall be
provided to NOA.

Interesting... What about archival copies? Or are those not "Products"?

NOTE: IANAL.

-Brendan

#31824 - keldon - Wed Dec 15, 2004 1:03 am

sgeos wrote:
Whoa! Thats wild. It sounds to me like they are saying that if they breach the contract and you lose money because of that, they are not liable. Is that legal?


-Brendan


Apparently not. Judges have often ruled against "we claim no responsibility" clauses. But then has Nintendo ever made someone lose money and been taken to court?

#31995 - Abscissa - Thu Dec 16, 2004 9:50 pm

sgeos wrote:
Quote:
7.6 Defects and Recall. In the event of a material programming defect in
a Licensed Product that would, in NOA's reasonable judgment, significantly
impair the ability of a consumer to play the Game, NOA may, after consultation
with LICENSEE, require the LICENSEE to recall the Licensed Product and
undertake suitable repairs or replacements.

Potential ouch.

Nah, if they didn't force Shiny to recall Enter the Matrix, they wouldn't force a recall on anything. And if they *did* force someone to recall something then it would have to be for something bad enough that the developer would be nuts to not *want* to recall in the first place.

sgeos wrote:
Quote:
9.5 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW,
NEITHER NOA NOR NINTENDO CO., LTD. (OR THEIR RESPECTIVE AFFILIATES, LICENSORS
OR SUPPLIERS) SHALL BE LIABLE FOR LOSS OF PROFITS, OR FOR ANY SPECIAL,
PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF LICENSEE OR ITS CUSTOMERS
ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE
BREACH OF THIS AGREEMENT BY NOA, THE MANUFACTURE OF THE LICENSED PRODUCTS OR
THE USE OF THE LICENSED PRODUCTS ON ANY NINTENDO VIDEO GAME SYSTEM BY LICENSEE
OR ANY END USER.

Whoa! Thats wild. It sounds to me like they are saying that if they breach the contract and you lose money because of that, they are not liable. Is that legal?

No. That's why they said "to the maximum extent permitted by law". It seems to be fairly common for legalese to claim all sorts of rediculous things like that and let the courts lay out their boundaries for them.

sgeos wrote:

NOTE: IANAL.

Huh?

#32005 - ScottLininger - Thu Dec 16, 2004 11:22 pm

Abscissa wrote:

sgeos wrote:

NOTE: IANAL.

Huh?

I am not a lawyer.

;)

#32007 - Lupin - Thu Dec 16, 2004 11:31 pm

ITACA? (Is That A Common Abbreviation?) =)
_________________
Team Pokeme
My blog and PM ASM tutorials

#32009 - abilyk - Thu Dec 16, 2004 11:56 pm

YES (Yes.)

#32023 - tepples - Fri Dec 17, 2004 8:52 am

Proof: Results 1 - 10 of about 79,900 for ianal
_________________
-- Where is he?
-- Who?
-- You know, the human.
-- I think he moved to Tilwick.

#32039 - Lupin - Fri Dec 17, 2004 1:20 pm

ISDB (I still don't believe.) =P

abilyk, it should have been "Y (yes.)" if you wanted to use my notation ;)

To get back to topic, i think there is nothing really interesting in this contract (though i did not fully read it), Nintendo just has some strange rules for their developers O.o
_________________
Team Pokeme
My blog and PM ASM tutorials

#32051 - Abscissa - Fri Dec 17, 2004 3:45 pm

Quote:
(a) grant access to, distribute, transmit or broadcast a Game by
electronic means or by any other means known or hereafter devised, including, without limitation, by wireless,

Hmm, wonder if that applies to DS multi-boot ;) I hope not, they'd have to sue themselves!

#32052 - sgeos - Fri Dec 17, 2004 4:01 pm

Lupin wrote:
To get back to topic, i think there is nothing really interesting in this contract

I thought some parts were mildly interesting. I posted all of the ones that really caught my attention. The game counseling part strikes me as the funniest part of the contract.

Abscissa wrote:
Hmm, wonder if that applies to DS multi-boot ;) I hope not, they'd have to sue themselves!

[no sense of humor]
No, they'd just refrain from enforcing that point. Their DS contract probably looks a little different.
[/no sense of humor]

-Brendan