Thursday, June 19, 2008


For those in my family GSL stands for "Great Salt Lake Minerals and Chemicals Corporation" (they only used the first three words in the acronym). It's a solar pond mining operation that my dad and later my sister worked for. But in this post GSL stands for Game System License, the replacement to the OGL associated with 4E. The OGL was what allowed to exist. So before you whine about another D&D post remember that this topic is precisely what the blog's original purpose was. Plus this isn't so much of a D&D post, but rather a legal post with some marketing analysis thrown in. I know that doesn't actually increase it's palatability, but whatcha gonna do?

There's lots of argument back and forth about whether the GSL is a reasonable license for a third party who wants to publish 4E books. And rather than try to examine the totality of the license I'm just going to look at one section:

11.4 Injunctive Relief. Licensee acknowledges and agrees that noncompliance with the terms of this License may cause irreparable injury to Wizards for which Wizards will not have an adequate remedy at law, and that Wizards will therefore be entitled to apply to a court for extraordinary relief, including temporary restraining orders, preliminary injunctions, permanent injunctions, or decrees of specific performance, without necessity of posting bond or security. The existence of these rights will not preclude Wizards from pursuing any other rights and remedies at law or in equity that Wizards may have, including recovery of damages, and each and every remedy will be cumulative and in addition to every other remedy provided hereunder or available at law or in equity. Licensee will be responsible for all legal costs, including Wizards’ attorneys’ fees, associated with any action required by Wizards to enforce the terms of this License.

Okay I realize that's just a big glob of legal text. But the important bit is the last sentence. When someone says that one party is responsible for ALL LEGAL COSTS including the opposite parties attorney fees that's a pretty big red flag. A red flag without even considering the other parts under extraordinary relief (decree of specific performance? Without posting a bond?) Now if the rest of the contract was clear and left no room for ambiguity then perhaps it would still be okay. But there's clauses on Content Standards (excessively graphic violence and gore) a Right of Review, a weird backward conversion clause, etc. The point being that if Wizards/Hasbro wanted to initiate legal action there's all sorts of open ended clauses in the contract which would allow them to do it pretty easily, and then get the licensee to pay all their legal costs.

What this means is that any larger companies which are profitable without 4E are probably not going to go anywhere near it, because they've just left themselves fairly wide open to being put out of business should Hasbro decide to be a jerk. Which leaves smaller companies which have nothing to lose as the major target for the GSL. I guess that's kind of good if you're just starting out that you're not going to have to compete with Necromancer or Green Ronin, but it doesn't make much sense from the perspective of Wizards. I always thought one of the great things about D20 and the OGL is that you had all this material which fed the core D&D line. Now I do think that the OGL was perhaps to open (from Wizards perspective) since I doubt that True20 and Spycraft and Iron Heroes and the Pathfinder System are quite what they had in mind, but under the current system they're basically encouraging all of the larger companies to compete with them. In fact they've made it so onerous that they've probably actively pissed some of their competitors off.

Another effect of having only smaller companies sign-on is that they risk having only low quality stuff, which is another thing that doesn't seem to help Wizards very much. It's to a point where I honestly wonder if they realized that the wording of the GSL would have the effect of making it so only really small, single person level operations signed on. Of course maybe it won't, I haven't heard anything specific about which company is jumping on board. I think all the current players are still evaluating things, but this is my prediction, we'll have to see if it comes to pass.

Oh, and would not have been possible under the GSL


Blogger aozora said...

Welcome to my weird perspective on the gaming industry. This was the focus of my "break-in" to the gaming business. IP Licensing.

All licensing contracting of any scale is just flat out whacko and written in the ultimate consideration that anyone you plan to do business with is out to ruin you. Why would you do business with people like that? Nobody knows but the distance betwen the legal dweebs and where the rubber meet the pavement in business is proportional to the silliness in license contracts.

My favorite default nonsense was when one party wants the other to agree to not fault them for any crimes ("tort") they may commit. Hello? Is that even legal?

OK, I admit it, you got me, hook, line and sinker. This stuff drives me nuts. I could write pages on the subject.

5:47 AM  
Anonymous Anonymous said...

I ran into something similar several years ago. The company I worked for wanted us to all sign nondisclosure agreements, several years after I had started working for them. The nondisclosure also contained one of those "I can sue you and you are responsible for my legal fee" clauses.

In my case I talked them into changing the wording so that they could recover their expenses if they were sucessful in the lawsuit.


8:28 AM  

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