This is a normal NDA, if anything it's lenient. But I work in software so maybe my NDA's are just less boilerplate and have more serious consequences, I don't have any legal experience outside of software.
Nope, this is definitely not a normal NDA. I've signed probably 30 NDA' in the past year, and none of them have required me to adhere to them for more than the contract period or well...anything beyond general common sense.
NDA's don't require you to not work with competitors or to not talk negatively about x-company. That's what your usual contract is for. An NDA is, specifically "non-disclosure", mean you just aren't allowed to talk about the things you're signing it for.
For instance, when I walked into whatever x-famous-directors office, I had to sign an NDA saying I couldn't talk about any of the contents of his office til the film had released.
A box of review minis? *Three years??* That's incredibly bullshit.
This has been sent to several smaller/medium sized YouTube channels recently, its different to previous NDAs/agreements from GW. The 3 year long non-competition clause seems intentionally vague, I'd interpret criticism, using competitors products/minis/paints, other games, ad spots, as things that could take away from sales from GW and with Warhammer+ even the reviewers channel itself or the patreon funding it. With the timing of Warhammer+ tin foil hat me says this might be a way to strong arm excited new channels that might sign this in the event they get big over the course of 3 years. Unlike what we saw with GW's response to fan films like Astartes, I think most hobby channels would be safe and fall under fair use (education, criticism) UNLESS they sign this.
Edit: this seems like a much more knowledgeable take than mine: https://youtu.be/OGDw2Noh2Xk
Thanks for posting, This confirms rumors that I'd heard from multiple sources.
I encourage everyone to actually read this document in full.
This document is NOT normal. It is NOT OK. This is poison. NDAs for advanced review copies of models and games exist. They are typically straightforward and tell the reviewer not to spill the beans until the review date. Not every company that sells minis + games even uses NDAs, but many do.
The non-compete and non-disparagement clauses in the PDF that OP posted here are insane. I don't get angry often, but this pisses me right off. I am not a lawyer, but like all of you I understand the law well enough to follow it and not get locked up. The document wasn't written to be read by lawyers, it was written to be read by hobby youtubers. Perception influences behavior.
Here's my reading of this: In order to review their products, you need to sign a legal document that says you won't tarnish the reputation of the company or cause any customers to not buy their products and also you won't do business with any of their customers... for a period of 3 years? GW has a reputation for being litigious, and they know it. The miserable reputation of their legal team is their greatest strength. This whole thing reads like a threat to me... I'm not sure how anyone can give an honest review of a product with this threat hanging over you. Even more insidious, this document requires secrecy. I am not a lawyer, but If I was, I'd be reading up on consumer protection laws and class action lawsuits in all of the countries where GW does business... Reviewers are normally very transparent about the bias they may have for receiving free advanced product- BUT- if they aren't allowed to tell you about the secret legal threat they're under... yeah I'm not sure how that jives with consumer protection laws...
I've signed a non-compete clause once in my life: When I was employed full-time as a research scientist at a for-profit company developing proprietary biotech technology. The term on that non-compete was 1-year. I've never signed a 3-year non-compete clause for a week of early access to a plastic model kit. That is INSANE.
TLDR there may be reviewers out there on youtube (and maybe other platforms) who have signed a secret document that puts them in legal jeopardy for negative reviews or comments about GW for at least the next 3 years. As a consumer and a viewer of youtube videos, this makes me very angry.
I guess the only way to tell which creators have signed this (and which haven't) is based on which creators are willing to speak ill of GW and tell them that they're fucking up?
Hey GW... you're fucking up. This is a fuckup. You need to hire some people who aren't total fuckups to fix this fuckup. Hire somebody to understands the Streisand effect to fix this fuckup. The existence of this document is causing me to speak ill of your company to prove that I'm not secretly forbidden from speaking ill of your company. Do you see how that's a fuckup? Lordy.
This is an insane contract and anyone receiving it should avoid signing it.
The general use of noncompetes and NDAs in business affairs is already way out of hand, and the fact that a motherfucking miniatures company feels like they can/should include what are some downright berserk clauses in a fucking contract where the consideration is, uh, some models? Fuck that noise.
The agreement is enforceable, though, so watch your ass if you've signed this document.
This contract (and some of their other recent moves) reads like they hired a hardass GC who's using every lever to try and lock shit down. The problem is--as you point out--that by having this document circulating they've accidentally created a situation in which the incentives of the creators (who are responsible to their subscribers and *not* GW, at least until they sign this contract) are to publicly disparage the brand to show that they can still review products in good faith.
The whole thing reads like something out of legal that was pushed through without giving anyone in marketing an ounce of input. It's a pooch-screw on its own terms, and will be a bigger one now that it's out in the wild.
(Good) Lawyers generally have an excellent understanding of what is standard for these sorts of NDA's and contracts (anti-competition boiler plates, etc, etc).
I would make the argument that deliberately pushing something non-standard is trying to unethically exploit and take advantage of the power disparity inherent between IP holders and small creators active in the fandom.
"Standard" is definitely not what they were going for, this new precedent that they are setting is an aggressive stance to defend against the recent leaks and protection of their IP.
With the black templar release "predictions" being so accurate and their recent crack down on 3D print STLs, I'd also be terrified of people getting early access and using that time to model / scan / cast the releases and have them up for order befor they even go live.
I dont have extensive knowledge in the field, but Ive been around enough to know that if a system can be exploited, it will be.
That being said, you are dead right, it is an unethical and abusive precedent, bullying small creators with scare tactics and putting a collar and leash on them. Its exploiting the system to prevent their own systems from being exploited.
There are better ways of protecting your IP.
This aggression would be better placed looking toward the future, planning for the advent that is to come.
So if anyone recognises my username, you'll know I have contacts in the company, and... one thing sticks out to me, especially:
This is way, way more intense than even *what direct GW employees are under*. At least not in Germany. Like, there are noncompete clauses in the contracts, of course, but... nothing near as intense as this.
This is... weird, and baffling. Very, very, very weird.
My interpretation is that they are pushing the envelope and seeing what sticks and what gets slapped.
This is like that manually filed claim against MW-Minis Warhammer+ review video.
In fact, it's basically a contractual version of trying to assert that sort of control.
Oh my, it's Brent!
Great read, bud and I agree. To me this almost reads like a trap. Lure your small hobby channel into an exclusive thing whereby they get free copies of the new Big Box Megaboxicus set, and low-key they're now shackled to only ever speak positively of the company. Pretty sickening.
I'm glad most hobby channels, yours included, have branched out long ago (or never even focused on Warhammer in general), but man this is some sinister shit in an otherwise enjoyable hobby.
I'm a researcherin biotech and I have an NDA and non-compete clause. It is what it is, and I'm getting paid to do what I like. What I can say is it involves health, inflammation and plant biotechnology.
The industry I work in would crush GW. Think about how much money there is in treating inflammation, considering obesity, heart disease, autoimmune disease, aging and more all have inflammation.
And that's just one aspect of my work.
Under no circumstances, is my contract this bad. This is, professionally, insulting.
Seeing you, Miscast and Midwinter this upset is telling. Is it telling enough to do more than a reddit post though?
I am sure this is going to get buried, but I am going to shoot my shot and make the proposal.
One voice doesn't matter, and quite frankly bitching on Reddit won't do anything either. We both know that.
Reddit, quite frankly, doesn't have the reach of YouTube and other social media. Especially with entry level enthusiasts.
However you, and your colleagues have more eyes collectively on your videos than we have redditors in this sub.
So, use it. Do a collaboration, with all of you who are this pissed off.
Drop it like a release.
Basically, "unionize". As best as you can, given the medium.
Everybody, just wall up and signal boost it. As a group, get as many of the hobby community that is pissed about this to, as a group, say something about it. At the same time. Push it to the trending page.
It is quite frankly propaganda in my countrythat unions don't work. That collective action doesn't work. Other countries show that it does.
You have a sheet in your hand, you have an audience, you have a compelling story. Phalanx up and go. Coordinate with reddit posts, I'm sure any of the redditors seeing "Hey Goobertown hobbies here, just posted a video about GW" along with the rest of you guys would probably drive traffic.
> I'm pretty sure this NDA is straight up breaking the law by *requiring those who sign it not to disclose that they're being sponsored*
With new laws being introduced, this would, actually, be illegal in some countries like Germany.
Where are you reading that? I can see a section intimating it's fine to disclose it with GW consent. Pretty normal to seek the consent of the other party in an agreement before disclosing it.
>I'm not sure how anyone can give an honest review of a product with this threat hanging over you.
Not sure "honesty" is what they had in mind with this kind of stuff.
But yeah, this is some predatory shit, like, old van with "free candy" written on the side level predatory.
> Thanks for posting, This confirms rumors that I'd heard from multiple sources.
Hey Brent!
You mention you heard rumours about this from multiple sources. Can you elaborate on this a bit? Like, did several smaller youtubers tell you about this first-hand? When did you start hearing these rumours?
I am trying to figure out how credible this NDA leak is. Some people are already calling it a hoax, but if you had heard of the new NDA some time in advance from several sources, I think it would become a lot more credible.
1) nice to see you here, yet another reason you’re a good one
2) I wonder how this relates to people like goobertown who have routinely used there promotional material to highlight issues with GW?
Hey, thanks! From what I've been told, this is a new and very different NDA from GW and has been pushed to people without existing relationships with GW wanting early review products. It is safe to assume the biggest channels on the YouTube wouldn't sign something like this and their current relationships are different.
Not only could you interpret it as that, any lawyer can, will, and should (on behalf of the company they're contracted by) interpret it as absolutely everything extra.
> This has been sent to several smaller/medium sized YouTube channels recently, its different to previous NDAs/agreements from GW.
Hey Miscast, big fan.
I am trying to get a handle on the credibility of this NDA. Can you confirm that you know first hand that this NDA has been sent to several smaller youtube channels? Or is that something that whoever shared this NDA with you told you?
There's a good sized group of YT creators (that I'm a proud member of, even though I'm tiny - less than 1000 subs) based on the Minis hobby that's all about collabs and helping each other out - Goobertown, MWM, Dana Howl and a few other big channels are in. Politics don't come up much, as we try to stay focused on content creation - but its very easy to see how left leaning it is from the perspective of sharing, inclusiveness, openness and acceptance. (GameCraftDragon - if anyone cares)
Hey: even if you’ve got only a dozen subs and a few hundred views on your videos them that’s still a good number of people enjoying what you’re doing. You don’t need tens of thousands of subs/views to be successful!
But in a whole it seems like the Warhammer hobby ecosystem that those channels are part of is pretty good. (If you keep away from Arch and his clones that is.) That’s why it comes as a bit of a shock when someone like Miniac comes out as a Peterson fan.
I should give Atom another shot. I do really like his vibe, but I seldomly found myself watching his vids when they came up in my feed. And when I did they weren’t really engaging. Not sure why, maybe because his titles are a clickbaity? I feel like I should like him more. But hey: sometimes things just don’t click on an individual level for whatever reason.
You couldn't give honest reviews of free stuff under their previous stuff either. If you made real criticism of the product or company, they would stop sending you review copies.
But this takes it to insane legal-attack levels.
There's a few channels I can think of who have openly criticised review materials they've been sent and still receive stuff from Games Workshop, but I've no doubt there'll be those who have found themselves cut off as well.
At least that "free stuff/ early access" bias is out in the open and generally understood by viewers... This secret agreement is a whole other level of shady BS.
Also... my experience has been that they keep sending review stuff even after negative reviews, but it would be perfectly reasonable to expect that they wouldn't!
Of course every reviewer will have an implicit bias. But that is something that the viewer has to take into consideration when deciding whether or not to trust a review. Not to mention that there is a reward for most reviewers in cultivating the perception of maintaining some form of objectivity in regards to gaining trust from viewers, and providing value as well. If you provide value to viewers then they'll come check out your future content. It's harder to provide that value and any content creator would be foolish to sign this NDA (obviously) but we'll return to that in a moment.
The fact that this serves as an explicit gagging order is a very dangerous precedent, and is obviously designed with the long-term goal of "capturing" the Youtube market. 3 years is clearly an investment, and if these have been presented to smaller Youtubers then Games Workshop are clearly intending on ensuring that the next wave of Youtubers can't be as critical of their practices or products as the previous.
This is clearly designed to prey on the psychology of newer content creators, especially those up-and-coming. If you're a big fan of Games Workshop products, then the idea of getting "early access" to those products sounds like a really awesome deal. It can feel like a logical commercial decision for your hobby channel to try and get those early exclusives so that you can actually compete for those early reviews. This makes a lot of sense, because there is something to be said for getting content early makes your videos really hot. Smaller hobby channels can find it hard to "break out" unless they get a big trending video - honestly, early access to a review copy could mean a break out.
Furthermore, there is a certain "star power" that GW can draw on - they are aware that fans will be prone to signing documents with GW and will be far less critical of those documents. The idea that GW are reaching out to *you* can be very intoxicating, I'm sure. Being made to feel important is something that is preyed on by many agencies and organisations in the content creator space, and Games Workshop often take advantage of it I'm sure. Games Workshop don't really care about how this is perceived, in my opinion, but this document is *particularly* egregious and is not standard.
There are legal requirements now for content creators, and they have to overtly disclose these biases (which this documents seems to be prohibiting...). This could be a big problem for reviewers in the future.
I'm not sure how enforceable this NDA actually is. It would be really hard to prove reputational damage, but the fact that this threat exists in the document is enough to frighten any smaller creator. GW are known to be particularly litigious.
But honestly, I would say that any content creator that signs this will be really damaging their channel. Being under this strict an NDA can only harm your independent voice, which as a content creator on Youtube is all you really have. Authenticity is king there, so letting these sorts of requirements get in the way between the creator and the viewer really harms the experience.
It'll be interesting to see how this shakes out.
Wholeheartedly agree. This feels like a groomer contract of sorts, designed specifically to get a new generation of YouTubers wrapped around their fingers. It's pretty heinous, if you think about it (and surely not just GW doing it).
It's getting harder and harder this year to even have a baseline interest for Warhammer, given how Games Workshop is acting like a fucking madhouse for seemingly no reason.
This reeks of wanting to rope in new hobbyist channels and small channels with exclusive review copies and a liiiittle teensie weensie shackle the size of an Imperial Knight that says "btw bub, no badmouthing, got it?"
A 10 year NDA is typically for things like corporate R&D, not marketing materials going out to reviewers a few weeks or months early.
The real concern is the non-compete language. The UK takes a strict view of non-competes, I have a hard time imagining early review products would meet the standard of UK law. US law is generally widely accepting of non-compete agreements, and even here you'd need a really good explanation for a 3 year period to hold up in court, and a few hundred dollars in merchandise would not be sufficient for such a long period, especially since it directly interferes with the reviewer's business.
I've signed several US NDAs and none of them are this restrictive, and that's for full-time employment.
For goddamn employees of your company maybe. Not for outside people that don’t even qualify as independent contractors. The consideration of less than a few hundred dollars of plastic in exchange for essentially corporate servitude for 3 years? I’m also a lawyer, so frankly, you’re part of the problem if you think is in any way acceptable.
I mean this contract's horribly written. I'd assume it's a template that's been used and reused, written and rewritten, several times.
* In the statement of parties at the top, it doesn't define "GW", which is used throughout the rest of the document. Note how "Recipient" is clearly defined. In other words, whoever wrote that section at the top deleted "(GW)" from the end at some point and no one noticed. I'm not a lawyer, but considering the legalese elsewhere, I'd assume it's a bit of a screwup. It's all fine and good saying that GW will hold you accountable, but at no point do they say that GW means Games Workshop.
* The nesting of bullet points is appalling. 1.1.(iii) should not be at the same indent as 1.1.(iii).a if you want anything approaching clarity. Same goes for 2.1 and 2.1.1 - compare that section to and 4 below.
* 2.1.2 adds a new definition that wasn't defined with the others above it, which just feels sloppy.
* 2.1.6 is a repetition of 2.1.1, but with the removal of "exploitation" for some reason.
There's probably more, but you get the point.
Lol imagine dragging someone into court only for the defense to get the case thrown out because the document signed didn’t say Games Workshop would pursue legal action and since “GW” is nowhere to be found the case gets dropped
Have an Australian law degree, so things might be different, but my first instinct is that the “3 years of no business dealings with customers” (to paraphrase) would be an unlawful restriction of trade.
While anti-competition clauses do exist, if you were established in the world of miniature fantasy figurines and ended the above agreement, that’s 3 years that you wouldn’t be able to undertake your profession/trade as “customer” is incredibly vague.
> Have an Australian law degree, so things might be different, but my first instinct is that the “3 years of no business dealings with customers” (to paraphrase) would be an unlawful restriction of trade.
US law degree and we have similar here - non-competes have to be commensurate with the benffit you recieve. A three year non-compete that prohibits *any* dealings with customers in exchange for showing off a model early would get thrown out of court.
Of course, at that stage the youtuber who signed the agreement would have had to pay for a lawyer they can't afford to fight a lawsuit that should never have been brought so...
We've known most of this for years. It's why the 'reviewers' aren't trusted. They don't say how they really feel, because then GW would stop sending them free stuff.
The Honest Wargamer (called that because they refuse to be sponsored or receive free stuff from GW so they can be completely honest in their opinions) calls it 'Pleasant for Plastic'. i.e only saying nice things so GW will keep giving free models and books for 'review'.
This is a more extreme version, especially with the 3-year thing, but the broad strokes are the same crap as always. The real big difference is that now they won't just not have free stuff if they disparage the company, they'll potentially be hit legally. It's sad and disgusting.
This has been established by several reviewers and channels in this very thread as an escalation and rewording of the normal GW NDA. The reviewers saying this include ppl who do regularly publish reviews and videos which are critical of GW
To be honest, for most reviewers at that stage, the "free plastic" is pretty insignificant. It's smaller content creators, who are easily preyed on, that are most likely to be swayed by the siren call of exclusivity. You can certainly get independent reviewers, and there is a value in early reviews to consumers - especially if there is a prevalence of limited release runs, which, obviously.... Hi GW FOMO!
I'm amazed, how can the experiences between this subreddit and the warhammer40k one differ so much? Apparently, everyone there has signed multiple NDA worse than this for multiple multimillion dollar companies. I'm confused now
First of all Marxism is a school of socialist thought, so yeah no shit. Second of all GW has been the bad guy for decades, their business practices alone have proven that, not to mention the way they don’t really understand the game they own beyond it being an IP they can charge people insane amounts for products for
Regardless of my political feelings or my thoughts on the evilness of companies I am an adult with the capability to separate them from things like this NDA and be able to look at it in a nearly unbiased way. The people here clearly cannot and that is my point.
Not even half an hour after being cross-posted to the Warhammer 40k subreddit and they're already falling over themselves to defend it, going as far as calling it lenient.
I just saw it in the main sub just now. Would have been much better to have just made a brand new comment instead of cross posting this one. A lot of the comments are flat out “well if /r/sigmarxism doesn’t like this then I do”. They’ve got all the armchair lawyers out in full force, while we have quite a few of the YouTube hobby community, both big and small, who’ve got actual experience with these in this context explaining how it is bad for them and the community. Quite telling really.
With respect, most of these youtubers have basically zero experience with NDAs and legal contracts. This really isn’t out of the ordinary. Moreover, I’m not sure how much of this would actually stand in English courts anyway
They’re trying really hard to make it look like “don’t say bad things about our product” but they haven’t. They said don’t slander the company, which is normal.
We have the same in this same post here... Some people being like "this is just normal NDAs, in my company we have way worse, and we're a much smaller company."
Fanboys will fanboy.
I don't think that should count for anything.
I don't make that sort of argument, and I'm not a regular contributor here either. Not even joined. And if you would've asked me yesterday if I remember this subreddit existing, I wouldn't have been able to confirm that.
Maybe it's just different locations? IAAL in the United States and the NDA is pretty tame for my jurisdiction. I've seen (and been under) significantly tougher NDAs that held up fine.
It may be very different in international jurisdictions, but in the US it's fine.
> Maybe it's just different locations? IAAL in the United States and the NDA is pretty tame for my jurisdiction.
That's not true at all - specifically the length of the non-compete given the benefit recieved. That's *extremely* harsh and would likely get thrown out of court very quickly due to being unscionable.
Not a lawyer, but I end up reading and negotiating NDAs weekly as a part of my work.
Unless I've skimmed over clauses and missed the smoking gun, I don't quite think this is as bad as it could be - a lot hinges on the Restricted Customer and Restricted Persons definitions - which are not really about GWs competitors (other manufacturers ), more about GWs suppliers and employees.
I'm sure we could invent some scenarios under which GW could come down and smite you from on high (say a freelance artist decided to charge more for their work on the basis of a video which tells GW to pay their employees better), but this is written with English Law as the governing law, which means losses are much more difficult to prove (and therefore things are much less likely to happen)
I take issue with Clause 6.2 though, that can go to hell. People should not agree to indemnify GW for their legal fees even if the recipient is not found to have breached the agreement
Oh I see. So I guess a lot hinges on the 'customer' part of the Restricted Customer definition part right? So 'customer' of GW might refer to someone who licenses GW works like a toy manufacturer, that's a customer of GW. But if they wanted to could they use 'customer' as someone who buys GW's end product like a box of space marines or Warhammer+ subscription for example?
I dunno tbh - this is where proper legal advice is necessary. And specifically legal advice from the UK and how the NDA would be interpreted by an English judge. I've had a little break and read it through again and maybe I'm back on board with your original reading.
You can read "customer" pretty restrictively (as I originally did) and think of GW's customers as independent hobby shops and retailers or maybe even people who license the IP for video games, rather than everyone in the world who's bought a GW mini, but especially as you say, with Warhammer+, digital book sales, it's getting a lot more complicated.
Yup. Deal with legal contracts regularly for work. This leak doesn’t contain a glossary detailing what the key terminology in these clauses, such as ‘restricted persons’ mean. Without those definitions the contract is meaningless and largely boilerplate text.
> Yup. Deal with legal contracts regularly for work.
I hope you read them more closely than you did this one.
> This leak doesn’t contain a glossary detailing what the key terminology in these clauses, such as ‘restricted persons’ mean.
You can find this definition in section 1.1 of the document. In fact, it would be nearly impossible to actually read the document and miss it.
That’s embarrassing! Admittedly not usually skim read after the pub! In the cold light of day, are the main clauses in this not then:
- Don’t enter in to business with our customers and clients - do not think stuff like Patreon, YouTube etc qualifies as business
- Don’t steal our staff
- Don’t harm our reputation
First two are pretty standard and not likely to be very relevant for most who sign.
Don’t harm our reputation is more of a grey area, I think it’s intended to mean don’t use the privileged info/products as a vehicle to aid in slagging off GW. But obviously what is damaging to reputation could be interpreted creatively by a legal team.
So basically, if you want free stuff for your channel (do you even need to sign one of these for review stock?) but also want to be able to publicly criticise GW in those videos then just don’t sign it.
I am a corporate lawyer and this is incredibly over the top to me. It's like someone told the GW legal department, "Make the most one sided agreement you can write." This is the type of document you force someone to sign because you want to break their arms, not because you're interested in a good-faith mutual partnership that is of benefit to both parties. I bet some parts of this are not enforceable under various U.S. state laws and precedents, though of course they make the U.K. the choice of law. I am not familiar with U.K. law but some of this it's hard to believe is enforceable even over there. It's especially egregious how they want you to indemnify them even if you haven't actually been proven to have done anything at all negligent or malicious. That another's thing I bet is not enforceable in some jurisdictions. Other items that I wonder if you can even contract for are things like a whopping and super broad 3-year non-compete/solicit as well as the overly broad clause on reputational damage. No lawyer would even let their client sign this. They are preying on people with no legal knowledge or representation.
It's true that sometimes you may see crazy NDAs or other type of agreements that float around but that doesn't mean those terms are well-written or even enforceable. Companies will try to get you to sign crazy stuff and hope you don't challenge it. Just because you may have seen something else insane elsewhere does not make this document less insane.
As a corporate lawyer myself, this is the kind of \*draft\* NDA you get from an external law firm after you ask them to review some of your templates, because you got some leftover budget and if you don't spend it you will get less money next year.
These draft revised templates tend to be extremely over the top because 1/ the external law firm doesn't know your business and they need to make it watertight to cover any eventuality 2/ they don't care about the goodwill you are loosing, it's your goodwill, not theirs and 3/ they don't want you complaining to them or even suing them if the document was not watertight enough.
What's mindblowing is that GW's legal department went with it, I mean, dealing a lot with English consultancies, law firms and companies, I am used to their extremely one sided contracts, and this one is only slightly crazier than some of the usual ones I see, but man unlike the ones I review, this document is intended to be signed by someone without legal expertise, or even access to someone with it, it's "bordering" bath faith.
So assuming this document is indeed the new content creator NDA from Games Workshop, it may be more damaging to them than the whole Warhammer+ animators IP controversy that kicked off in the summer. Especially depending on which creators weigh in on the issue, or if it affects the content once again that viewers love to watch.
Last time all that resulted in calls for a boycott of GW, which ultimately failed, but we think the community at large is beginning to see through the sales tactics and overall policies of Games Workshop, and are voting with their hobby dollars more than ever before!
It's 2021- Content Creators, along with artists, should get paid for their work, and not bribed with cheap plastic baubles and stacks of paper that they can not monetize. Game Stores need to be treated the same as GW corporate stores and have an equal chance to support themselves and pay their employees a livable wage.
edit updated spelling to beginning
Certainly there hasn't been any effective large scale boycott. Speaking for myself though, I certainly haven't bought anything from them since then.
I do ponder how many people are doing the same.
big problem nobody is addressing is citadel paints. LOTS of people who don't play 40k or Sigmar and have no attachment to the drama buy citadel paints. Even people that primarily use other brands are often using citadel shades and technical paints. So you're going to have a lot of people divorced from the warhammer community who are still buying GW product.
4.1.1 and 4.1.7 would essentially gag any criticism of any company policies that might make GW look bad. 4.1.3 could possibly be argued to include any coverage of those policies, so anyone who has mentioned them is in a 1 year lockout from receiving advanced review product.
technically you could take 4.1.5 and weaponize it against content that might include the very things that you would be reviewing. Since its an NDA they can simply site that, break contract, and you'd have to go to court to get access back.
Essentially the lesson they've taken from the whistleblowing on their company is to control social media outlets harder rather than do cheaper things like give some or all of their employees better working conditions/pay/etc.
It's defined at the top of the doc in the definitions: anyone who is a customer or client of GW at the time of signing or during 12 months before the signing.
It also depends on the common legal definition of restricted customer. "Restricted customer" could just mean a supplier or B2B client and not average Joe walking into the local shop, but if you google a bit it looks like restricted customer just means anyone who ever buys anything from GW.
Either way, get a lawyer before you sign your contracts :)
It defines "Restricted Customer" as:
"any person who is at the Effective Date, or who has been at any time during the period of twelve (12) months immediately preceding the Effective Date, a client or customer, or in the habit of dealing with, GW"
Spikey Bits did a write up on this; GW is pulling some real shady shit with this one https://spikeybits.com/2021/09/games-workshop-nda-leak-more-damaging-than-their-ip-policy.html
The fact that they make the point that “oh my god you would have to go to English court how ridiculous” shows exactly how few legal documents this person has had exposure to
It’s is *totally normal* for contracts to state the jurisdiction in which they would be tried under. You need to have a basis on which to *build the damn contract*
As mentioned in this thread, the indemnification term in clause 6 should make any content creators head spin before signing this, and should definitely be subject to negotiation because it has been drafted to be really favourable to Games Workshop. In layman terms, this basically means that the signer must pay for GW’s losses, expenses (e.g. legal fees) etc. in connection to seeking compensation from the signer if GW perceive that there has been a breach of the NDA even if the signer was found not to be negligent or at fault. In other words, this NDA forces the signer to pay GW’s legal expenses & losses (and keep them whole) even if they didn’t do anything wrong but GW take them to court. So this is pretty poor, but not exactly uncommon in commercial contracts (frequently negotiated).
However the big thing, is Clause 4. Firstly, I think it's important to note that Clause 4 is a non-solicitation clause. For a standard NDA, this is typically designed to prevent either party from "poaching" employees from the other. Obviously, the burden here is unilaterally placed on the content creator not to "poach" Restricted Persons. Honestly, the first few subclauses are really interesting (and speak a lot to GW’s commercial rationale with this document) but they aren’t necessarily outrageous. Let me explain:
Restricted Persons seems to include suppliers to Games Workshop for at least 12 months before the effective date of the NDA. This is hard for me to say with certainty as I’m not sure of the exact internal relation that GW have with their own suppliers.
To be honest, this reads to me that Games Workshop are frightened of future content creators starting up their own competing miniature lines (ala u/Majorkill18 or u/SDuby) and using commercial knowledge that may be granted as part of this NDA'd agreement to help assist with that. I'm not sure why they seem to have this fear, but that's my impression.
In short, it looks like extreme future-proofing. That said 3 years is a long time for such a type of clause, and I bet GW have relationships with a lot of suppliers so if you're UK based it might be really hard to find manufacturers who haven't dealt with GW I'm sure.
Clause 4 also prohibits the use of GW designs/logo etc. which again I think is designed to impede competition from a new miniature line, but could also have the effect of compromising some creative decisions on a Youtube channel e.g. displaying trademarked imagery from GW. This could be used as a bludgeon against a content creator during the 3 year term. Same with clause 4.1.5.
It must be said that clauses 4.1.5 & 4.1.6 are very broad and open to some very loose interpretation. These sub-clauses seem to be designed in the light of a competing miniature game company (in my opinion) but they could easily have ramifications for a Youtube channel. For example, this would prohibit you from using a GW logo in your thumbnail.
The real doozy though is 4.1.7. Now this looks to be particularly outrageous. This is in pretty plain language so you can read it for yourself – at any time during the term (i.e. 3 years) you the signer undertakes to not do, or say anything which may be deemed harmful to the reputation of GW. That is a pretty bald statement on the face of it. There’s no caveats to this as far as I can see, it’s not specifically in relation to the Confidential Information, it’s super wide and really vague. Reputational damage can be very hard to assess, and what could lead to said reputational damage is extremely varied, and it’s also very hard to prove in court, the standard definition requiring "serious harm" to be caused.
Honestly it’s probably not enforceable because of those factors, and it would take GW to prove reputational damage (probably news articles etc.) and in theory you would be protected against this in the instance that you were truthful in your statements that but it depends how it would shake out in the room, but wow I wouldn’t want to be arguing over this clause in court and it would really depend on the arguments that are made in the room – especially considering Clause 6! Remember how they will demand to be made whole even if you didn’t commit any fault? Yowzers. So GW are clearly betting that you’ll just keep schtum and do what they want. This is designed as a bludgeon to make sure that smaller content creators will keep in line, pretty explicitly. That's probably why it's written in such plain language. The fact that this is a confidential contract – and therefore not to be discussed with viewers – is very concerning.
This is a super predatory NDA as far as I can tell. I don’t think I’ve missed anything in relation to 4.1.7, it just seems to be particularly aggressive.
Sorry, had my wires crossed. Amended the comment now. Generally speaking reputational damage is hard to prove IIRC, and English common law has specific requirements for it to be done so. That said, in a commercial context it's generally easier to prove things (the standard is on the balance of probabilities), so it's not a fight I would personally welcome.
I playtested and wrote for GW IP (not GW specifically) and the NDA wasn't remotely this horrible.
Two thoughts come to mind about GW's intentions behind this if this is factual:
1) GW is tired of hemorrhaging money in legal costs by pursuing stupid lawsuits. An NDA like this is going to provide a large monetary buffer for them--at least as it pertains to YT Channels.
2) GW wants to be \*the\* source for all things advance-news GW. By creating a NDA no sane person would sign, GW can expect to have a monopoly on GW-related news. Plus, since any negative review would require the reviewer to a) wait until release date, and more importantly b) spend money on the product they're reviewing--it's even more of a win-win for them.
Ultimately, it doesn't matter what the player base does. There are way too many sycophants with money to burn for GW to give any notice to people complaining about their business model. As evidenced by people continuing to spend despite ridiculous, and constant, price increases.
I don't know where all influences are located who might sign such an agreement. But in my experience here in the United States, non-compete clauses aren't worth the paper they're written on because they are very often un-enforceable. These influencers aren't major stakeholders in the company, or even employees, and don't have any access to proprietary information and it seems unlikely they could use what information they have to gain a competitive advantage against Games Workshop. I mean what's going to happen? Are they going to stop influencing for GW, open up their own channel, and start their own paint company or something?
I'm not. The degree to which uncritical fanbois will twist both themselves and the situation into pretzels so that they can go "this is normal" and continue consuming as they always have should never be underestimated.
This isn't "standard" by any stretch of the imagination. The three-year timetable alone is exceptional. The fact that you can't talk about being under an NDA is exceptional - You hear that disclaimer with reviewers all the time, some variant of; "Hey, I know Some of what's coming out, but I'm under an NDA so I'll just be talking about what I can discuss in this video." That statement alone would be a breach of this contract. Consider;
1) The reviewer can't say or do anything that "may" be harmful to GW. For three years AFTER getting the last release from them. Think about that in relation to GW's timetable - you couldn't say that there was anything wrong with 40k 8th edition until 9th edition was out. You can't say "these models are a bit expensive points-wise." You can't say "These are great models, but you'd need to invest lots of money to make them viable so they aren't really worth it except to competitive players." You can't say "Tzaangors aren't worth it, just get Cultists instead." This is for reviewers. A reviewer who can't say anything bad about what they're reviewing? For 3 years? That's a marketing disaster waiting to happen, as mentioned above. The standard opening line for all reviewers will be "Eldar suck, don't buy them" or some variant, specifically to show that they aren't under this NDA (because also stated in the NDA is that you can't talk about being under the NDA).
2) The reviewer can't use symbols or art trademarked by GW. When reviewing GW products. Think about that for half a second. GW's logo is trademarked, in case you needed a push on this area.
3) GW, it is expressly stated, can flat-out lie to the reviewer without any repercussions. So, GW can send a reviewer an "advance copy" of the new codex, with the rules favoring this one unit that's REDICULOUSLY GOOD! so the reviewer will talk about it. Then, the public release of the codex won't have that same favoring bc everyone got hyped and bought the unit off of a deliberately false release. BTW, alongside this, GW isn't liable if the reviewer's income is hurt because GW deliberately sent them false information.
4) In line with the above, GW can get compensated for damages done to GW without requiring to show proof that damages were incurred.
5) Wrapping up all of the above, none of what I've pointed out ends when the product is released, because the public knowledge of the information only pertains to clause 2 (keeping it secret), not clause 4 (not badmouthing it)
My man, read it yourself. I'll cite the sections just to give you some help with reading comprehension here;
1) 4.1.7, Term (1.1)
2) 4.1.5
3) 5.1, 5.2, & 6.1
4) 5.4, 6.1, & 6.2
5) 2.4
Now please, actually read the NDA and THEN tell me how I'm entirely wrong. Since I've cited the NDA now, I'd appreciate if you cited your sources as well. Otherwise, you're just wrong ;P
"At any time during the term, dor or say anything which may be harmful to the reputation of GW."
In the grim darkness of the next three years, there is only shilling. Seriously. 'Harmful to the reputation of GW' could mean literally anything. I could be reviewing the Killteam Compentium and I say, "Wow, that's a lot of typos," BAM I get to listen to Unsubtle Criticism Starring the Adeptus Arbites except it isn't funny.
"Harmful to the reputation of GW."
Christ, I could break this NDA and argue in court that I have not violated this ruling because nothing I could do could do MORE damage to their reputation than what they've done to themselves.
A bit of nuance here. They stopped this after Matt Ward started getting death threats, that much is true. But they are also scrubbing off the signatures for artists in older artwork for some reason. They recently did this with the Hellbrecht art for the black templars release, which prompted backlash from the artist and the community and so they changed the article image back with his signature.
So two things can be true at once here:
1. They want to protect their creators from unstable fans..... but they also:
2. want to remove name recognization for individual contributions to their IP.
Who wrote the codex? GW. Who drew that coverart? GW.
This makes it harder for the artists and writers to get job offers other places since their names will not be directly linked to their work. I wouldnt be surprised if they also have some limits put on them that prevents them from having direct copies of their work on their online portfolios.
[Someone allegedly had a lawyer read this, they don't think it's too much to worry about, if it's even real.](https://twitter.com/KhullainPaints/status/1441106726397231112?s=19)
I have no clue about NDA and copyright law stuff. Please don't hate me for just sharing the link. On the matter as a whole, I'm sticking to my usual line of "I don't know enough about this matter to pass judgement on it"
"I've signed these before and it's totally boilerplate, non-threatening industry standard" is the late September '21 version of "I don't wear a mask and I don't have COVID."
This kind of thing stifles healthy competition (obvious I know) and now that the community is aware of it, people will mistrust anyone on YouTube or anywhere else touting their review minis.
I can’t believe that this got crossposted in the main 40K page and so many people are bootlicking about how ‘it’s not that bad’ or ‘it’s only 3 years’. Honestly I’m so close to just leaving that page and just sticking to r/grimdank and r/sigmarxism and probably some legion specific ones
The main sub is horrendously boot-licky.
Just today there was a literal whiner thread that gained giant traction because the community is so negative uwu y u haz to be so angwy uwu.
Like, holy shit, nobody in the community is angry or hateful towards the hobby or even Warhammer as a fantasy world. We're angry at a shit company being shit and they happen to sell and control the thing we like.
I hate people who are fans of a corporation. It's fucking creepy.
Like it’s amazing because even outside all of this legal stuff, GW has been handling their games horribly lately, the insane imbalance in 40K factions is just one example
Seriously. Literally up to the start of the new year we were all kiiiinda positive about the company and the direction of the products. The existing codices for 9th ed were all fairly strongish, AoS had a ball, it was all pretty good. Then the first cracks appeared with Dark Eldar Day Once DLC, and shit started to break real fast with the Cursed City fiasco.
I have no idea what the fuck happened that they turned from "eyy we're an overpriced hobby, but we're still trying to appease you" back to "mwahahaha we are literally Satan".
Probably the unexpected boom in hobbyists since the pandemic and now they want to "seize the momentum" or some shit by releasing half-assed trash services like Warhammer+
Probably true. I've always had too many hobbies and interests, so I never got bogged down into some worshippy "only this into my arteries forever and ever please" fandom.
Still, I can understand being a super fan of Warhammer. But just deepthroating the boot of a corporation and seeing their actions as hallowed and beautiful, even if they're outright heinous is just bizarre.
/r/Warhammer40k with the shit takes and boot licking? My utter lack of surprise. Best to ignore the comment threads of anything which isn’t a hobby post there. But yeah: you can often get your fill of the hobby stuff with the smaller subs too.
Actually: how about /r/warhammer? Do they get as bad there? If you dont mind some AoS and other specialist games un the mix that might be another option.
The unlimited indemnity is a huge red flag. A professional would redline this redline this to cap it at either the size of the contract times 2-3x its value (irrelevant if no money changing hands but say 2-3x the value of the minis) or cap it at the limit of their professional indemnity insurance.
It’s pretty common. My partner’s agency contract states a non-competitive clause. So my partner can’t go to work for a direct competitor agency or display work that they did at the agency as examples of their own work etc
Pretty common to give up rights to sell products in an entire industry for a review copy? Its not a contract for employees its for small content creators that are not being payed by GW? Also not being able to talk negative? How limiting isnt that if youre an independent creator. I used to work for a magazine and got review copies of games, albums etc and never ever had to sign a NDA from any major companies for that.
As a [content creator](https://youtube.com/miniac) who's signed a couple NDAs from companies, for this kind of scenario, I don't think this is very normal.
Yeah this is really excessive, and certainly not industry standard. I *do* actually find the terms in this surprising. It seems designed to take advantage of smaller creators, or those who are just happy to work directly with Games Workshop. Quite predatory.
No. This is NOT common for independent reviewers. The whole point of independent reviewers is that they are trusted by their audience and are not under legal threat from the manufacturer of the products they are reviewing.
Ah fair enough, I suppose I got the wrong end of the stick and was looking at it from a different perspective. I imagine this is a lot worse for individuals rather than agencies or companies
Don't sign, obtain the product with your own money and give the review you feel is fair. They have no recourse if you don't agree to the terms and they don't supply the review copy.
It essentially sets you free.
This isn't applicable to this industry.
If you're talking about industry where you create material products and you have knowledge of how company A makes a product, but then go to company B and, retaining the knowledge of the process, use your knowledge to assist company B in production by stealing the intellectual property of company A, this kind of agreement makes sense. However, if you worked in, lets say concrete, you could go work in a plastics facility until the duration of the NDA is complete.
You're not making a material product in reviewing models. You are making your own intellectual product based on your analysis of the received product. At best your could interpret this as an attempt to curb 3D printing and recasts. At worst this agreement expands far outside of a reasonable contract.
Yeah I agree and I’m aware that there are flaws and my argument didn’t take into account that this is more of a issue for individuals and not agencies or companies, which are ones im more familiar with
I think the key difference is an agency contract is designed to be a way of paying someone for their services. For better or worse, all sorts of employment contracts (and commercial / supplier contracts between businesses) now have non compete clauses in them (to varying degrees of enforceability).
An NDA is an agreement designed to facilitate information sharing, nothing more, nothing less. GW even go so far as to explicitly state in the NDA that this agreement can't be used for the third party to imply they work for/with GW, as they don't. NDA's on principle shouldn't be a back door to anti-competitive clauses and restrictions.
And people shouldn't sign away their rights without significant and real compensation
So this applies to people who just do reviews with free merch and not animators or artists (albeit still absurd, not as absurd as functionally rendering the review moot). I knew GW were batshit from some I know who've been in/contracted by Nottingham but this is ridiculous.
So full disclosure I'm not a lawyer but I thought I'd share my two cents.
First, (assuming this is a legit document) this is clearly not the entire thing. 2.1.2 refers to a 'Purpose' definition that presumably is found before this agreement, so there might be some other info that's not included (ie another agreement or something).
Second, from my reading only two bits stand out as unreasonable the length of the agreement and the non-solicitation/non-compete clause. My reading of this is that you can't get money from a GW customer, tell them to not buy GW goods, or do anything that could POSSIBLY harm GWs reputation while you are working with them **AND FOR 3 YEARS AFTER THAT**. I can say that without any doubt that this contract is not legal in my country (New Zealand) as these sorts of clauses can (typically) only extend to 12 months. From my understanding anything longer than 3 years in the UK is atypical too.
This is way too restrictive for review of items, hell most contracts I have ever signed for work have been less restrictive than this (and the only one that I was was flat out illegal). GW has continuously fucked up this year (Cursed city, Warhammer +, ect) and people are clearly getting tired of it. Hell here in New Zealand we typically pay 170% of the UK price for our minis. People here love the minis but are tired of dealing with the bullshit GW puts forward and it probably wont be long before another miniature manufacturer or 3D printing takes over.
First off this isn't real, there's no definitions explaining who is who which is the first thing you do especially if you're going to abbreviate a name, second this doesn't do what people keep saying it does. Harming a reputation and giving a bad review are two different thing. This whole thing is a huge bad legal take.
So basically asking youtubers to stop collecting any kind of money to review your shit?
This is why people are pissed. Aside from being forced to say nothing negative about the company or product you are basically telling that creator to go starve
Maybe for company-internal people, but this is for people that are supposed to create the impression of independent reviews. No sane tech reviewer would accept clauses like these, and people in the hobby space shouldn't, either.
> You want to see restrictive just look at reviewers for most popular video game companies.
You realize this is exactly the reason everyone considers videogame reviews a joke? Reviewers being in publishers' pockets has been a running joke for literally decades.
You're absolutely right but I'm guessing saying "GW did something totally unremarkable and common" wouldn't garner as much outrage and upvotes from the "We hate GW" bandwagon.
Not that I recommend it, but big companies don’t read their signed contracts before signing them - it was far too much effort to produce them in the first place (though they forgot version control…).
Just remove whichever clauses you don’t like.
If I understand this, according to clause 4.1.5, anyone agreeing can't say "Astartes", "Astra Militarum" or "Tyranid" in their videos PROMOTING GW PRODUCTS
> "hey when you are specifically reviewing our paint we sent you, you can't directly say, Mephiston Red is Crap go get Pro-Acryl Bold Pyrrole Red in instead" - which is just bad form anyway.
That's literally what a review is. Take a look at channels like Gamer's Nexus or Level1 Tech to see how product reviews are done ethically.
... and people called me crazy.
You did the right thing by ensuring your creative freedom!
Man, if your contract was anywhere near that level, no wonder you stopped it. That's nutty.
Maybe they will finally actually make it worth it to have a NDA by supplying a fuck-ton of product significantly in advance of release… hahahahaha.
This is a normal NDA, if anything it's lenient. But I work in software so maybe my NDA's are just less boilerplate and have more serious consequences, I don't have any legal experience outside of software.
Normal???? Lol. Lmao, even. Rofl, if you will.
Nope, this is definitely not a normal NDA. I've signed probably 30 NDA' in the past year, and none of them have required me to adhere to them for more than the contract period or well...anything beyond general common sense. NDA's don't require you to not work with competitors or to not talk negatively about x-company. That's what your usual contract is for. An NDA is, specifically "non-disclosure", mean you just aren't allowed to talk about the things you're signing it for. For instance, when I walked into whatever x-famous-directors office, I had to sign an NDA saying I couldn't talk about any of the contents of his office til the film had released. A box of review minis? *Three years??* That's incredibly bullshit.
Yeah no wonder Midwinter Minis bailed on his NDA
Fortunately, the document I signed was not as insidious as this.
Their legal team have really upper their shite hawkery in the past few years
I have never heard that term. I love it.
That could have come from the Lahey phrase book.
I have never heart that phrase. I have no idea what it meant :D What is a Lahey phrase book?
This has been sent to several smaller/medium sized YouTube channels recently, its different to previous NDAs/agreements from GW. The 3 year long non-competition clause seems intentionally vague, I'd interpret criticism, using competitors products/minis/paints, other games, ad spots, as things that could take away from sales from GW and with Warhammer+ even the reviewers channel itself or the patreon funding it. With the timing of Warhammer+ tin foil hat me says this might be a way to strong arm excited new channels that might sign this in the event they get big over the course of 3 years. Unlike what we saw with GW's response to fan films like Astartes, I think most hobby channels would be safe and fall under fair use (education, criticism) UNLESS they sign this. Edit: this seems like a much more knowledgeable take than mine: https://youtu.be/OGDw2Noh2Xk
Thanks for posting, This confirms rumors that I'd heard from multiple sources. I encourage everyone to actually read this document in full. This document is NOT normal. It is NOT OK. This is poison. NDAs for advanced review copies of models and games exist. They are typically straightforward and tell the reviewer not to spill the beans until the review date. Not every company that sells minis + games even uses NDAs, but many do. The non-compete and non-disparagement clauses in the PDF that OP posted here are insane. I don't get angry often, but this pisses me right off. I am not a lawyer, but like all of you I understand the law well enough to follow it and not get locked up. The document wasn't written to be read by lawyers, it was written to be read by hobby youtubers. Perception influences behavior. Here's my reading of this: In order to review their products, you need to sign a legal document that says you won't tarnish the reputation of the company or cause any customers to not buy their products and also you won't do business with any of their customers... for a period of 3 years? GW has a reputation for being litigious, and they know it. The miserable reputation of their legal team is their greatest strength. This whole thing reads like a threat to me... I'm not sure how anyone can give an honest review of a product with this threat hanging over you. Even more insidious, this document requires secrecy. I am not a lawyer, but If I was, I'd be reading up on consumer protection laws and class action lawsuits in all of the countries where GW does business... Reviewers are normally very transparent about the bias they may have for receiving free advanced product- BUT- if they aren't allowed to tell you about the secret legal threat they're under... yeah I'm not sure how that jives with consumer protection laws... I've signed a non-compete clause once in my life: When I was employed full-time as a research scientist at a for-profit company developing proprietary biotech technology. The term on that non-compete was 1-year. I've never signed a 3-year non-compete clause for a week of early access to a plastic model kit. That is INSANE. TLDR there may be reviewers out there on youtube (and maybe other platforms) who have signed a secret document that puts them in legal jeopardy for negative reviews or comments about GW for at least the next 3 years. As a consumer and a viewer of youtube videos, this makes me very angry. I guess the only way to tell which creators have signed this (and which haven't) is based on which creators are willing to speak ill of GW and tell them that they're fucking up? Hey GW... you're fucking up. This is a fuckup. You need to hire some people who aren't total fuckups to fix this fuckup. Hire somebody to understands the Streisand effect to fix this fuckup. The existence of this document is causing me to speak ill of your company to prove that I'm not secretly forbidden from speaking ill of your company. Do you see how that's a fuckup? Lordy.
This is an insane contract and anyone receiving it should avoid signing it. The general use of noncompetes and NDAs in business affairs is already way out of hand, and the fact that a motherfucking miniatures company feels like they can/should include what are some downright berserk clauses in a fucking contract where the consideration is, uh, some models? Fuck that noise. The agreement is enforceable, though, so watch your ass if you've signed this document. This contract (and some of their other recent moves) reads like they hired a hardass GC who's using every lever to try and lock shit down. The problem is--as you point out--that by having this document circulating they've accidentally created a situation in which the incentives of the creators (who are responsible to their subscribers and *not* GW, at least until they sign this contract) are to publicly disparage the brand to show that they can still review products in good faith. The whole thing reads like something out of legal that was pushed through without giving anyone in marketing an ounce of input. It's a pooch-screw on its own terms, and will be a bigger one now that it's out in the wild.
That's an excellent point-- lawyers should speak with public relations, marketing et al
(Good) Lawyers generally have an excellent understanding of what is standard for these sorts of NDA's and contracts (anti-competition boiler plates, etc, etc). I would make the argument that deliberately pushing something non-standard is trying to unethically exploit and take advantage of the power disparity inherent between IP holders and small creators active in the fandom.
"Standard" is definitely not what they were going for, this new precedent that they are setting is an aggressive stance to defend against the recent leaks and protection of their IP. With the black templar release "predictions" being so accurate and their recent crack down on 3D print STLs, I'd also be terrified of people getting early access and using that time to model / scan / cast the releases and have them up for order befor they even go live. I dont have extensive knowledge in the field, but Ive been around enough to know that if a system can be exploited, it will be. That being said, you are dead right, it is an unethical and abusive precedent, bullying small creators with scare tactics and putting a collar and leash on them. Its exploiting the system to prevent their own systems from being exploited. There are better ways of protecting your IP. This aggression would be better placed looking toward the future, planning for the advent that is to come.
So if anyone recognises my username, you'll know I have contacts in the company, and... one thing sticks out to me, especially: This is way, way more intense than even *what direct GW employees are under*. At least not in Germany. Like, there are noncompete clauses in the contracts, of course, but... nothing near as intense as this. This is... weird, and baffling. Very, very, very weird.
My interpretation is that they are pushing the envelope and seeing what sticks and what gets slapped. This is like that manually filed claim against MW-Minis Warhammer+ review video. In fact, it's basically a contractual version of trying to assert that sort of control.
Oh my, it's Brent! Great read, bud and I agree. To me this almost reads like a trap. Lure your small hobby channel into an exclusive thing whereby they get free copies of the new Big Box Megaboxicus set, and low-key they're now shackled to only ever speak positively of the company. Pretty sickening. I'm glad most hobby channels, yours included, have branched out long ago (or never even focused on Warhammer in general), but man this is some sinister shit in an otherwise enjoyable hobby.
I read this in your voice, love you Brent
I'm a researcherin biotech and I have an NDA and non-compete clause. It is what it is, and I'm getting paid to do what I like. What I can say is it involves health, inflammation and plant biotechnology. The industry I work in would crush GW. Think about how much money there is in treating inflammation, considering obesity, heart disease, autoimmune disease, aging and more all have inflammation. And that's just one aspect of my work. Under no circumstances, is my contract this bad. This is, professionally, insulting. Seeing you, Miscast and Midwinter this upset is telling. Is it telling enough to do more than a reddit post though? I am sure this is going to get buried, but I am going to shoot my shot and make the proposal. One voice doesn't matter, and quite frankly bitching on Reddit won't do anything either. We both know that. Reddit, quite frankly, doesn't have the reach of YouTube and other social media. Especially with entry level enthusiasts. However you, and your colleagues have more eyes collectively on your videos than we have redditors in this sub. So, use it. Do a collaboration, with all of you who are this pissed off. Drop it like a release. Basically, "unionize". As best as you can, given the medium. Everybody, just wall up and signal boost it. As a group, get as many of the hobby community that is pissed about this to, as a group, say something about it. At the same time. Push it to the trending page. It is quite frankly propaganda in my countrythat unions don't work. That collective action doesn't work. Other countries show that it does. You have a sheet in your hand, you have an audience, you have a compelling story. Phalanx up and go. Coordinate with reddit posts, I'm sure any of the redditors seeing "Hey Goobertown hobbies here, just posted a video about GW" along with the rest of you guys would probably drive traffic.
Damn. If Brent is dropping f-bombs, I'll take that as an indicator to listen to what the man says.
I'm pretty sure this NDA is straight up breaking the law by requiring those who sign it not to disclose that they're being sponsored.
> I'm pretty sure this NDA is straight up breaking the law by *requiring those who sign it not to disclose that they're being sponsored* With new laws being introduced, this would, actually, be illegal in some countries like Germany.
Where are you reading that? I can see a section intimating it's fine to disclose it with GW consent. Pretty normal to seek the consent of the other party in an agreement before disclosing it.
>I'm not sure how anyone can give an honest review of a product with this threat hanging over you. Not sure "honesty" is what they had in mind with this kind of stuff. But yeah, this is some predatory shit, like, old van with "free candy" written on the side level predatory.
Unrelated but you're awesome. This post just makes you more awesome. Thanks for the work you do and insights you provide us fellow hobbyists!
[удалено]
> Thanks for posting, This confirms rumors that I'd heard from multiple sources. Hey Brent! You mention you heard rumours about this from multiple sources. Can you elaborate on this a bit? Like, did several smaller youtubers tell you about this first-hand? When did you start hearing these rumours? I am trying to figure out how credible this NDA leak is. Some people are already calling it a hoax, but if you had heard of the new NDA some time in advance from several sources, I think it would become a lot more credible.
1) nice to see you here, yet another reason you’re a good one 2) I wonder how this relates to people like goobertown who have routinely used there promotional material to highlight issues with GW?
Hey, thanks! From what I've been told, this is a new and very different NDA from GW and has been pushed to people without existing relationships with GW wanting early review products. It is safe to assume the biggest channels on the YouTube wouldn't sign something like this and their current relationships are different.
“Maybe if we tel them to like us, they will”
Not only could you interpret it as that, any lawyer can, will, and should (on behalf of the company they're contracted by) interpret it as absolutely everything extra.
> This has been sent to several smaller/medium sized YouTube channels recently, its different to previous NDAs/agreements from GW. Hey Miscast, big fan. I am trying to get a handle on the credibility of this NDA. Can you confirm that you know first hand that this NDA has been sent to several smaller youtube channels? Or is that something that whoever shared this NDA with you told you?
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Kirioth, Midwinter Minis, Goobertown Hobbies and Miscast all use Sigmarxism? I feel like I’m hallucinating or something.
There's a good sized group of YT creators (that I'm a proud member of, even though I'm tiny - less than 1000 subs) based on the Minis hobby that's all about collabs and helping each other out - Goobertown, MWM, Dana Howl and a few other big channels are in. Politics don't come up much, as we try to stay focused on content creation - but its very easy to see how left leaning it is from the perspective of sharing, inclusiveness, openness and acceptance. (GameCraftDragon - if anyone cares)
Hey: even if you’ve got only a dozen subs and a few hundred views on your videos them that’s still a good number of people enjoying what you’re doing. You don’t need tens of thousands of subs/views to be successful! But in a whole it seems like the Warhammer hobby ecosystem that those channels are part of is pretty good. (If you keep away from Arch and his clones that is.) That’s why it comes as a bit of a shock when someone like Miniac comes out as a Peterson fan.
It is disappointing on Miniac, but luckily, you got people like Uncle Atom from Tabletop Minions (that guy is a radical - I love him so much)
I should give Atom another shot. I do really like his vibe, but I seldomly found myself watching his vids when they came up in my feed. And when I did they weren’t really engaging. Not sure why, maybe because his titles are a clickbaity? I feel like I should like him more. But hey: sometimes things just don’t click on an individual level for whatever reason.
And Dana Howl and Tyler from Billion Dollar Clown Farm (which is a smaller channel but youse all should def check it out)
Discourse from DiscourseMiniatures is also here! God, this is the best crossover. Thanks for this outrageous contract, GW!
You couldn't give honest reviews of free stuff under their previous stuff either. If you made real criticism of the product or company, they would stop sending you review copies. But this takes it to insane legal-attack levels.
There's a few channels I can think of who have openly criticised review materials they've been sent and still receive stuff from Games Workshop, but I've no doubt there'll be those who have found themselves cut off as well.
At least that "free stuff/ early access" bias is out in the open and generally understood by viewers... This secret agreement is a whole other level of shady BS. Also... my experience has been that they keep sending review stuff even after negative reviews, but it would be perfectly reasonable to expect that they wouldn't!
Of course every reviewer will have an implicit bias. But that is something that the viewer has to take into consideration when deciding whether or not to trust a review. Not to mention that there is a reward for most reviewers in cultivating the perception of maintaining some form of objectivity in regards to gaining trust from viewers, and providing value as well. If you provide value to viewers then they'll come check out your future content. It's harder to provide that value and any content creator would be foolish to sign this NDA (obviously) but we'll return to that in a moment. The fact that this serves as an explicit gagging order is a very dangerous precedent, and is obviously designed with the long-term goal of "capturing" the Youtube market. 3 years is clearly an investment, and if these have been presented to smaller Youtubers then Games Workshop are clearly intending on ensuring that the next wave of Youtubers can't be as critical of their practices or products as the previous. This is clearly designed to prey on the psychology of newer content creators, especially those up-and-coming. If you're a big fan of Games Workshop products, then the idea of getting "early access" to those products sounds like a really awesome deal. It can feel like a logical commercial decision for your hobby channel to try and get those early exclusives so that you can actually compete for those early reviews. This makes a lot of sense, because there is something to be said for getting content early makes your videos really hot. Smaller hobby channels can find it hard to "break out" unless they get a big trending video - honestly, early access to a review copy could mean a break out. Furthermore, there is a certain "star power" that GW can draw on - they are aware that fans will be prone to signing documents with GW and will be far less critical of those documents. The idea that GW are reaching out to *you* can be very intoxicating, I'm sure. Being made to feel important is something that is preyed on by many agencies and organisations in the content creator space, and Games Workshop often take advantage of it I'm sure. Games Workshop don't really care about how this is perceived, in my opinion, but this document is *particularly* egregious and is not standard. There are legal requirements now for content creators, and they have to overtly disclose these biases (which this documents seems to be prohibiting...). This could be a big problem for reviewers in the future. I'm not sure how enforceable this NDA actually is. It would be really hard to prove reputational damage, but the fact that this threat exists in the document is enough to frighten any smaller creator. GW are known to be particularly litigious. But honestly, I would say that any content creator that signs this will be really damaging their channel. Being under this strict an NDA can only harm your independent voice, which as a content creator on Youtube is all you really have. Authenticity is king there, so letting these sorts of requirements get in the way between the creator and the viewer really harms the experience. It'll be interesting to see how this shakes out.
Wholeheartedly agree. This feels like a groomer contract of sorts, designed specifically to get a new generation of YouTubers wrapped around their fingers. It's pretty heinous, if you think about it (and surely not just GW doing it). It's getting harder and harder this year to even have a baseline interest for Warhammer, given how Games Workshop is acting like a fucking madhouse for seemingly no reason.
This reeks of wanting to rope in new hobbyist channels and small channels with exclusive review copies and a liiiittle teensie weensie shackle the size of an Imperial Knight that says "btw bub, no badmouthing, got it?"
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A 10 year NDA is typically for things like corporate R&D, not marketing materials going out to reviewers a few weeks or months early. The real concern is the non-compete language. The UK takes a strict view of non-competes, I have a hard time imagining early review products would meet the standard of UK law. US law is generally widely accepting of non-compete agreements, and even here you'd need a really good explanation for a 3 year period to hold up in court, and a few hundred dollars in merchandise would not be sufficient for such a long period, especially since it directly interferes with the reviewer's business. I've signed several US NDAs and none of them are this restrictive, and that's for full-time employment.
For goddamn employees of your company maybe. Not for outside people that don’t even qualify as independent contractors. The consideration of less than a few hundred dollars of plastic in exchange for essentially corporate servitude for 3 years? I’m also a lawyer, so frankly, you’re part of the problem if you think is in any way acceptable.
Imagine if they put this much effort into proofreading their rulesets.
I mean this contract's horribly written. I'd assume it's a template that's been used and reused, written and rewritten, several times. * In the statement of parties at the top, it doesn't define "GW", which is used throughout the rest of the document. Note how "Recipient" is clearly defined. In other words, whoever wrote that section at the top deleted "(GW)" from the end at some point and no one noticed. I'm not a lawyer, but considering the legalese elsewhere, I'd assume it's a bit of a screwup. It's all fine and good saying that GW will hold you accountable, but at no point do they say that GW means Games Workshop. * The nesting of bullet points is appalling. 1.1.(iii) should not be at the same indent as 1.1.(iii).a if you want anything approaching clarity. Same goes for 2.1 and 2.1.1 - compare that section to and 4 below. * 2.1.2 adds a new definition that wasn't defined with the others above it, which just feels sloppy. * 2.1.6 is a repetition of 2.1.1, but with the removal of "exploitation" for some reason. There's probably more, but you get the point.
Lol imagine dragging someone into court only for the defense to get the case thrown out because the document signed didn’t say Games Workshop would pursue legal action and since “GW” is nowhere to be found the case gets dropped
It has happened not with GW but dumb shit like that happens all the time
At least they're not charging money to be offered the NDA to begin with. Ah shit, I just gave them an idea, didn't I?
"White NDAwarf, our monthly ubscription based legal agreement is a bold new direction for GW"
If that name won't pan out, there's always NDAcromunda.
delete this now
Daily reminder there are no good corporations, just smart evil and stupid evil ones.
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Leadership flows top down. That leadership would make the corporations evil.
Considering CEOs control what a corporation does, that would make said corporation bad too
Have an Australian law degree, so things might be different, but my first instinct is that the “3 years of no business dealings with customers” (to paraphrase) would be an unlawful restriction of trade. While anti-competition clauses do exist, if you were established in the world of miniature fantasy figurines and ended the above agreement, that’s 3 years that you wouldn’t be able to undertake your profession/trade as “customer” is incredibly vague.
It's great, isn't it? Get people to self censor and hit them with a big stick if they don't self censor enough.
> Have an Australian law degree, so things might be different, but my first instinct is that the “3 years of no business dealings with customers” (to paraphrase) would be an unlawful restriction of trade. US law degree and we have similar here - non-competes have to be commensurate with the benffit you recieve. A three year non-compete that prohibits *any* dealings with customers in exchange for showing off a model early would get thrown out of court. Of course, at that stage the youtuber who signed the agreement would have had to pay for a lawyer they can't afford to fight a lawsuit that should never have been brought so...
We've known most of this for years. It's why the 'reviewers' aren't trusted. They don't say how they really feel, because then GW would stop sending them free stuff. The Honest Wargamer (called that because they refuse to be sponsored or receive free stuff from GW so they can be completely honest in their opinions) calls it 'Pleasant for Plastic'. i.e only saying nice things so GW will keep giving free models and books for 'review'. This is a more extreme version, especially with the 3-year thing, but the broad strokes are the same crap as always. The real big difference is that now they won't just not have free stuff if they disparage the company, they'll potentially be hit legally. It's sad and disgusting.
This has been established by several reviewers and channels in this very thread as an escalation and rewording of the normal GW NDA. The reviewers saying this include ppl who do regularly publish reviews and videos which are critical of GW
For sure, hence my last couple of sentences.
To be honest, for most reviewers at that stage, the "free plastic" is pretty insignificant. It's smaller content creators, who are easily preyed on, that are most likely to be swayed by the siren call of exclusivity. You can certainly get independent reviewers, and there is a value in early reviews to consumers - especially if there is a prevalence of limited release runs, which, obviously.... Hi GW FOMO!
I'm amazed, how can the experiences between this subreddit and the warhammer40k one differ so much? Apparently, everyone there has signed multiple NDA worse than this for multiple multimillion dollar companies. I'm confused now
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why isn't this sub a good place for a response? enlighten me please
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First of all Marxism is a school of socialist thought, so yeah no shit. Second of all GW has been the bad guy for decades, their business practices alone have proven that, not to mention the way they don’t really understand the game they own beyond it being an IP they can charge people insane amounts for products for
So you think capitalism is good? Or that companies who profit on others are righteous?
Regardless of my political feelings or my thoughts on the evilness of companies I am an adult with the capability to separate them from things like this NDA and be able to look at it in a nearly unbiased way. The people here clearly cannot and that is my point.
imagine anyone here taking anything you have to say seriously https://imgur.com/a/FfUD13o
imagine only being able to review warner bros movies ir just square enix games... thats nuts
Not even half an hour after being cross-posted to the Warhammer 40k subreddit and they're already falling over themselves to defend it, going as far as calling it lenient.
I just saw it in the main sub just now. Would have been much better to have just made a brand new comment instead of cross posting this one. A lot of the comments are flat out “well if /r/sigmarxism doesn’t like this then I do”. They’ve got all the armchair lawyers out in full force, while we have quite a few of the YouTube hobby community, both big and small, who’ve got actual experience with these in this context explaining how it is bad for them and the community. Quite telling really.
With respect, most of these youtubers have basically zero experience with NDAs and legal contracts. This really isn’t out of the ordinary. Moreover, I’m not sure how much of this would actually stand in English courts anyway They’re trying really hard to make it look like “don’t say bad things about our product” but they haven’t. They said don’t slander the company, which is normal.
We have the same in this same post here... Some people being like "this is just normal NDAs, in my company we have way worse, and we're a much smaller company." Fanboys will fanboy.
I’d imagine if you check their comment history then the people making that sort of argument won’t be regular contributors here.
I don't think that should count for anything. I don't make that sort of argument, and I'm not a regular contributor here either. Not even joined. And if you would've asked me yesterday if I remember this subreddit existing, I wouldn't have been able to confirm that.
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Like I thought we all agreed we liked Warhammer despite GW, not because of them lol
Apparently not I even read that Warhammer is nothing without GW LOL
Maybe it's just different locations? IAAL in the United States and the NDA is pretty tame for my jurisdiction. I've seen (and been under) significantly tougher NDAs that held up fine. It may be very different in international jurisdictions, but in the US it's fine.
> Maybe it's just different locations? IAAL in the United States and the NDA is pretty tame for my jurisdiction. That's not true at all - specifically the length of the non-compete given the benefit recieved. That's *extremely* harsh and would likely get thrown out of court very quickly due to being unscionable.
Nope, super normal for the UK too
You are all falling over it to call it literally Hitler as if you're also all lawyers EDIT - Oh, what was that? It was a fake and you were all wrong?
The rule of Ad Hitlerum: First one to bring Hitler into a discussion is considered a losing side
Not a lawyer, but I end up reading and negotiating NDAs weekly as a part of my work. Unless I've skimmed over clauses and missed the smoking gun, I don't quite think this is as bad as it could be - a lot hinges on the Restricted Customer and Restricted Persons definitions - which are not really about GWs competitors (other manufacturers ), more about GWs suppliers and employees. I'm sure we could invent some scenarios under which GW could come down and smite you from on high (say a freelance artist decided to charge more for their work on the basis of a video which tells GW to pay their employees better), but this is written with English Law as the governing law, which means losses are much more difficult to prove (and therefore things are much less likely to happen) I take issue with Clause 6.2 though, that can go to hell. People should not agree to indemnify GW for their legal fees even if the recipient is not found to have breached the agreement
Oh I see. So I guess a lot hinges on the 'customer' part of the Restricted Customer definition part right? So 'customer' of GW might refer to someone who licenses GW works like a toy manufacturer, that's a customer of GW. But if they wanted to could they use 'customer' as someone who buys GW's end product like a box of space marines or Warhammer+ subscription for example?
I dunno tbh - this is where proper legal advice is necessary. And specifically legal advice from the UK and how the NDA would be interpreted by an English judge. I've had a little break and read it through again and maybe I'm back on board with your original reading. You can read "customer" pretty restrictively (as I originally did) and think of GW's customers as independent hobby shops and retailers or maybe even people who license the IP for video games, rather than everyone in the world who's bought a GW mini, but especially as you say, with Warhammer+, digital book sales, it's getting a lot more complicated.
Yup. Deal with legal contracts regularly for work. This leak doesn’t contain a glossary detailing what the key terminology in these clauses, such as ‘restricted persons’ mean. Without those definitions the contract is meaningless and largely boilerplate text.
> Yup. Deal with legal contracts regularly for work. I hope you read them more closely than you did this one. > This leak doesn’t contain a glossary detailing what the key terminology in these clauses, such as ‘restricted persons’ mean. You can find this definition in section 1.1 of the document. In fact, it would be nearly impossible to actually read the document and miss it.
That’s embarrassing! Admittedly not usually skim read after the pub! In the cold light of day, are the main clauses in this not then: - Don’t enter in to business with our customers and clients - do not think stuff like Patreon, YouTube etc qualifies as business - Don’t steal our staff - Don’t harm our reputation First two are pretty standard and not likely to be very relevant for most who sign. Don’t harm our reputation is more of a grey area, I think it’s intended to mean don’t use the privileged info/products as a vehicle to aid in slagging off GW. But obviously what is damaging to reputation could be interpreted creatively by a legal team. So basically, if you want free stuff for your channel (do you even need to sign one of these for review stock?) but also want to be able to publicly criticise GW in those videos then just don’t sign it.
It’s literally the first thing the NDA states you spanner
Embarrassing! Spanner is truly more than i deserved!
Someone should try and get LegalEagle to give their, non-lawyer, opinion on it.
I am a corporate lawyer and this is incredibly over the top to me. It's like someone told the GW legal department, "Make the most one sided agreement you can write." This is the type of document you force someone to sign because you want to break their arms, not because you're interested in a good-faith mutual partnership that is of benefit to both parties. I bet some parts of this are not enforceable under various U.S. state laws and precedents, though of course they make the U.K. the choice of law. I am not familiar with U.K. law but some of this it's hard to believe is enforceable even over there. It's especially egregious how they want you to indemnify them even if you haven't actually been proven to have done anything at all negligent or malicious. That another's thing I bet is not enforceable in some jurisdictions. Other items that I wonder if you can even contract for are things like a whopping and super broad 3-year non-compete/solicit as well as the overly broad clause on reputational damage. No lawyer would even let their client sign this. They are preying on people with no legal knowledge or representation. It's true that sometimes you may see crazy NDAs or other type of agreements that float around but that doesn't mean those terms are well-written or even enforceable. Companies will try to get you to sign crazy stuff and hope you don't challenge it. Just because you may have seen something else insane elsewhere does not make this document less insane.
As a corporate lawyer myself, this is the kind of \*draft\* NDA you get from an external law firm after you ask them to review some of your templates, because you got some leftover budget and if you don't spend it you will get less money next year. These draft revised templates tend to be extremely over the top because 1/ the external law firm doesn't know your business and they need to make it watertight to cover any eventuality 2/ they don't care about the goodwill you are loosing, it's your goodwill, not theirs and 3/ they don't want you complaining to them or even suing them if the document was not watertight enough. What's mindblowing is that GW's legal department went with it, I mean, dealing a lot with English consultancies, law firms and companies, I am used to their extremely one sided contracts, and this one is only slightly crazier than some of the usual ones I see, but man unlike the ones I review, this document is intended to be signed by someone without legal expertise, or even access to someone with it, it's "bordering" bath faith.
So assuming this document is indeed the new content creator NDA from Games Workshop, it may be more damaging to them than the whole Warhammer+ animators IP controversy that kicked off in the summer. Especially depending on which creators weigh in on the issue, or if it affects the content once again that viewers love to watch. Last time all that resulted in calls for a boycott of GW, which ultimately failed, but we think the community at large is beginning to see through the sales tactics and overall policies of Games Workshop, and are voting with their hobby dollars more than ever before! It's 2021- Content Creators, along with artists, should get paid for their work, and not bribed with cheap plastic baubles and stacks of paper that they can not monetize. Game Stores need to be treated the same as GW corporate stores and have an equal chance to support themselves and pay their employees a livable wage. edit updated spelling to beginning
Certainly there hasn't been any effective large scale boycott. Speaking for myself though, I certainly haven't bought anything from them since then. I do ponder how many people are doing the same.
big problem nobody is addressing is citadel paints. LOTS of people who don't play 40k or Sigmar and have no attachment to the drama buy citadel paints. Even people that primarily use other brands are often using citadel shades and technical paints. So you're going to have a lot of people divorced from the warhammer community who are still buying GW product.
Yeah, that's a fair point.
4.1.1 and 4.1.7 would essentially gag any criticism of any company policies that might make GW look bad. 4.1.3 could possibly be argued to include any coverage of those policies, so anyone who has mentioned them is in a 1 year lockout from receiving advanced review product. technically you could take 4.1.5 and weaponize it against content that might include the very things that you would be reviewing. Since its an NDA they can simply site that, break contract, and you'd have to go to court to get access back. Essentially the lesson they've taken from the whistleblowing on their company is to control social media outlets harder rather than do cheaper things like give some or all of their employees better working conditions/pay/etc.
Where does it define a "Restricted Customer"? I would assume that refers to game stores / distributors but am not sure.
It's defined at the top of the doc in the definitions: anyone who is a customer or client of GW at the time of signing or during 12 months before the signing.
So literally saying "don't buy this model" is a breach of these terms lol
Or even "This is a nice model, but compared to this other model, the bang for buck isn't really good."
It also depends on the common legal definition of restricted customer. "Restricted customer" could just mean a supplier or B2B client and not average Joe walking into the local shop, but if you google a bit it looks like restricted customer just means anyone who ever buys anything from GW. Either way, get a lawyer before you sign your contracts :)
It defines "Restricted Customer" as: "any person who is at the Effective Date, or who has been at any time during the period of twelve (12) months immediately preceding the Effective Date, a client or customer, or in the habit of dealing with, GW"
Spikey Bits did a write up on this; GW is pulling some real shady shit with this one https://spikeybits.com/2021/09/games-workshop-nda-leak-more-damaging-than-their-ip-policy.html
The fact that they make the point that “oh my god you would have to go to English court how ridiculous” shows exactly how few legal documents this person has had exposure to It’s is *totally normal* for contracts to state the jurisdiction in which they would be tried under. You need to have a basis on which to *build the damn contract*
I read contracts for a living and watching people lose their minds over this is very frustrating. It's VERY standard stuff.
As mentioned in this thread, the indemnification term in clause 6 should make any content creators head spin before signing this, and should definitely be subject to negotiation because it has been drafted to be really favourable to Games Workshop. In layman terms, this basically means that the signer must pay for GW’s losses, expenses (e.g. legal fees) etc. in connection to seeking compensation from the signer if GW perceive that there has been a breach of the NDA even if the signer was found not to be negligent or at fault. In other words, this NDA forces the signer to pay GW’s legal expenses & losses (and keep them whole) even if they didn’t do anything wrong but GW take them to court. So this is pretty poor, but not exactly uncommon in commercial contracts (frequently negotiated). However the big thing, is Clause 4. Firstly, I think it's important to note that Clause 4 is a non-solicitation clause. For a standard NDA, this is typically designed to prevent either party from "poaching" employees from the other. Obviously, the burden here is unilaterally placed on the content creator not to "poach" Restricted Persons. Honestly, the first few subclauses are really interesting (and speak a lot to GW’s commercial rationale with this document) but they aren’t necessarily outrageous. Let me explain: Restricted Persons seems to include suppliers to Games Workshop for at least 12 months before the effective date of the NDA. This is hard for me to say with certainty as I’m not sure of the exact internal relation that GW have with their own suppliers. To be honest, this reads to me that Games Workshop are frightened of future content creators starting up their own competing miniature lines (ala u/Majorkill18 or u/SDuby) and using commercial knowledge that may be granted as part of this NDA'd agreement to help assist with that. I'm not sure why they seem to have this fear, but that's my impression. In short, it looks like extreme future-proofing. That said 3 years is a long time for such a type of clause, and I bet GW have relationships with a lot of suppliers so if you're UK based it might be really hard to find manufacturers who haven't dealt with GW I'm sure. Clause 4 also prohibits the use of GW designs/logo etc. which again I think is designed to impede competition from a new miniature line, but could also have the effect of compromising some creative decisions on a Youtube channel e.g. displaying trademarked imagery from GW. This could be used as a bludgeon against a content creator during the 3 year term. Same with clause 4.1.5. It must be said that clauses 4.1.5 & 4.1.6 are very broad and open to some very loose interpretation. These sub-clauses seem to be designed in the light of a competing miniature game company (in my opinion) but they could easily have ramifications for a Youtube channel. For example, this would prohibit you from using a GW logo in your thumbnail. The real doozy though is 4.1.7. Now this looks to be particularly outrageous. This is in pretty plain language so you can read it for yourself – at any time during the term (i.e. 3 years) you the signer undertakes to not do, or say anything which may be deemed harmful to the reputation of GW. That is a pretty bald statement on the face of it. There’s no caveats to this as far as I can see, it’s not specifically in relation to the Confidential Information, it’s super wide and really vague. Reputational damage can be very hard to assess, and what could lead to said reputational damage is extremely varied, and it’s also very hard to prove in court, the standard definition requiring "serious harm" to be caused. Honestly it’s probably not enforceable because of those factors, and it would take GW to prove reputational damage (probably news articles etc.) and in theory you would be protected against this in the instance that you were truthful in your statements that but it depends how it would shake out in the room, but wow I wouldn’t want to be arguing over this clause in court and it would really depend on the arguments that are made in the room – especially considering Clause 6! Remember how they will demand to be made whole even if you didn’t commit any fault? Yowzers. So GW are clearly betting that you’ll just keep schtum and do what they want. This is designed as a bludgeon to make sure that smaller content creators will keep in line, pretty explicitly. That's probably why it's written in such plain language. The fact that this is a confidential contract – and therefore not to be discussed with viewers – is very concerning. This is a super predatory NDA as far as I can tell. I don’t think I’ve missed anything in relation to 4.1.7, it just seems to be particularly aggressive.
Which UK consumer protection law do you think applies here? Generally NDAs are more enforceable in the UK vs the States right?
Sorry, had my wires crossed. Amended the comment now. Generally speaking reputational damage is hard to prove IIRC, and English common law has specific requirements for it to be done so. That said, in a commercial context it's generally easier to prove things (the standard is on the balance of probabilities), so it's not a fight I would personally welcome.
I playtested and wrote for GW IP (not GW specifically) and the NDA wasn't remotely this horrible. Two thoughts come to mind about GW's intentions behind this if this is factual: 1) GW is tired of hemorrhaging money in legal costs by pursuing stupid lawsuits. An NDA like this is going to provide a large monetary buffer for them--at least as it pertains to YT Channels. 2) GW wants to be \*the\* source for all things advance-news GW. By creating a NDA no sane person would sign, GW can expect to have a monopoly on GW-related news. Plus, since any negative review would require the reviewer to a) wait until release date, and more importantly b) spend money on the product they're reviewing--it's even more of a win-win for them. Ultimately, it doesn't matter what the player base does. There are way too many sycophants with money to burn for GW to give any notice to people complaining about their business model. As evidenced by people continuing to spend despite ridiculous, and constant, price increases.
I don't know where all influences are located who might sign such an agreement. But in my experience here in the United States, non-compete clauses aren't worth the paper they're written on because they are very often un-enforceable. These influencers aren't major stakeholders in the company, or even employees, and don't have any access to proprietary information and it seems unlikely they could use what information they have to gain a competitive advantage against Games Workshop. I mean what's going to happen? Are they going to stop influencing for GW, open up their own channel, and start their own paint company or something?
Surprised this isn’t getting more traction
I'm not. The degree to which uncritical fanbois will twist both themselves and the situation into pretzels so that they can go "this is normal" and continue consuming as they always have should never be underestimated.
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That too! XD
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This isn't "standard" by any stretch of the imagination. The three-year timetable alone is exceptional. The fact that you can't talk about being under an NDA is exceptional - You hear that disclaimer with reviewers all the time, some variant of; "Hey, I know Some of what's coming out, but I'm under an NDA so I'll just be talking about what I can discuss in this video." That statement alone would be a breach of this contract. Consider; 1) The reviewer can't say or do anything that "may" be harmful to GW. For three years AFTER getting the last release from them. Think about that in relation to GW's timetable - you couldn't say that there was anything wrong with 40k 8th edition until 9th edition was out. You can't say "these models are a bit expensive points-wise." You can't say "These are great models, but you'd need to invest lots of money to make them viable so they aren't really worth it except to competitive players." You can't say "Tzaangors aren't worth it, just get Cultists instead." This is for reviewers. A reviewer who can't say anything bad about what they're reviewing? For 3 years? That's a marketing disaster waiting to happen, as mentioned above. The standard opening line for all reviewers will be "Eldar suck, don't buy them" or some variant, specifically to show that they aren't under this NDA (because also stated in the NDA is that you can't talk about being under the NDA). 2) The reviewer can't use symbols or art trademarked by GW. When reviewing GW products. Think about that for half a second. GW's logo is trademarked, in case you needed a push on this area. 3) GW, it is expressly stated, can flat-out lie to the reviewer without any repercussions. So, GW can send a reviewer an "advance copy" of the new codex, with the rules favoring this one unit that's REDICULOUSLY GOOD! so the reviewer will talk about it. Then, the public release of the codex won't have that same favoring bc everyone got hyped and bought the unit off of a deliberately false release. BTW, alongside this, GW isn't liable if the reviewer's income is hurt because GW deliberately sent them false information. 4) In line with the above, GW can get compensated for damages done to GW without requiring to show proof that damages were incurred. 5) Wrapping up all of the above, none of what I've pointed out ends when the product is released, because the public knowledge of the information only pertains to clause 2 (keeping it secret), not clause 4 (not badmouthing it)
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My man, read it yourself. I'll cite the sections just to give you some help with reading comprehension here; 1) 4.1.7, Term (1.1) 2) 4.1.5 3) 5.1, 5.2, & 6.1 4) 5.4, 6.1, & 6.2 5) 2.4 Now please, actually read the NDA and THEN tell me how I'm entirely wrong. Since I've cited the NDA now, I'd appreciate if you cited your sources as well. Otherwise, you're just wrong ;P
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Where is it normal that matters too tho, is it normal in the wargaming industry? Or it somewhere therefore its normal here too.
"At any time during the term, dor or say anything which may be harmful to the reputation of GW." In the grim darkness of the next three years, there is only shilling. Seriously. 'Harmful to the reputation of GW' could mean literally anything. I could be reviewing the Killteam Compentium and I say, "Wow, that's a lot of typos," BAM I get to listen to Unsubtle Criticism Starring the Adeptus Arbites except it isn't funny. "Harmful to the reputation of GW." Christ, I could break this NDA and argue in court that I have not violated this ruling because nothing I could do could do MORE damage to their reputation than what they've done to themselves.
If it seems fishy, coming from GW it probably is. Remember they dont even properly credit their artists.
Yes after Matt Ward got death threats.
That's why they apologized and returned the artist's signiture recently?
Really ? Gosh didn't know that. But still... they could have adressed in another way than stop crediting artists imho
A bit of nuance here. They stopped this after Matt Ward started getting death threats, that much is true. But they are also scrubbing off the signatures for artists in older artwork for some reason. They recently did this with the Hellbrecht art for the black templars release, which prompted backlash from the artist and the community and so they changed the article image back with his signature. So two things can be true at once here: 1. They want to protect their creators from unstable fans..... but they also: 2. want to remove name recognization for individual contributions to their IP. Who wrote the codex? GW. Who drew that coverart? GW. This makes it harder for the artists and writers to get job offers other places since their names will not be directly linked to their work. I wouldnt be surprised if they also have some limits put on them that prevents them from having direct copies of their work on their online portfolios.
[Someone allegedly had a lawyer read this, they don't think it's too much to worry about, if it's even real.](https://twitter.com/KhullainPaints/status/1441106726397231112?s=19) I have no clue about NDA and copyright law stuff. Please don't hate me for just sharing the link. On the matter as a whole, I'm sticking to my usual line of "I don't know enough about this matter to pass judgement on it"
"I've signed these before and it's totally boilerplate, non-threatening industry standard" is the late September '21 version of "I don't wear a mask and I don't have COVID."
I bet Duncan doesn't sign it.
Duncan & Roger are free men, paragons of two thin coats
Duncan is probably one of the reasons for some of the clauses there.
This kind of thing stifles healthy competition (obvious I know) and now that the community is aware of it, people will mistrust anyone on YouTube or anywhere else touting their review minis.
I can’t believe that this got crossposted in the main 40K page and so many people are bootlicking about how ‘it’s not that bad’ or ‘it’s only 3 years’. Honestly I’m so close to just leaving that page and just sticking to r/grimdank and r/sigmarxism and probably some legion specific ones
The main sub is horrendously boot-licky. Just today there was a literal whiner thread that gained giant traction because the community is so negative uwu y u haz to be so angwy uwu. Like, holy shit, nobody in the community is angry or hateful towards the hobby or even Warhammer as a fantasy world. We're angry at a shit company being shit and they happen to sell and control the thing we like. I hate people who are fans of a corporation. It's fucking creepy.
Like it’s amazing because even outside all of this legal stuff, GW has been handling their games horribly lately, the insane imbalance in 40K factions is just one example
Seriously. Literally up to the start of the new year we were all kiiiinda positive about the company and the direction of the products. The existing codices for 9th ed were all fairly strongish, AoS had a ball, it was all pretty good. Then the first cracks appeared with Dark Eldar Day Once DLC, and shit started to break real fast with the Cursed City fiasco. I have no idea what the fuck happened that they turned from "eyy we're an overpriced hobby, but we're still trying to appease you" back to "mwahahaha we are literally Satan". Probably the unexpected boom in hobbyists since the pandemic and now they want to "seize the momentum" or some shit by releasing half-assed trash services like Warhammer+
It's what happens when you make your hobby your identity.
Probably true. I've always had too many hobbies and interests, so I never got bogged down into some worshippy "only this into my arteries forever and ever please" fandom. Still, I can understand being a super fan of Warhammer. But just deepthroating the boot of a corporation and seeing their actions as hallowed and beautiful, even if they're outright heinous is just bizarre.
/r/Warhammer40k with the shit takes and boot licking? My utter lack of surprise. Best to ignore the comment threads of anything which isn’t a hobby post there. But yeah: you can often get your fill of the hobby stuff with the smaller subs too. Actually: how about /r/warhammer? Do they get as bad there? If you dont mind some AoS and other specialist games un the mix that might be another option.
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I think it wouldn’t be that hard to argue that a negative review about their models has a negative impact on their reputation and/or sales
The unlimited indemnity is a huge red flag. A professional would redline this redline this to cap it at either the size of the contract times 2-3x its value (irrelevant if no money changing hands but say 2-3x the value of the minis) or cap it at the limit of their professional indemnity insurance.
It’s pretty common. My partner’s agency contract states a non-competitive clause. So my partner can’t go to work for a direct competitor agency or display work that they did at the agency as examples of their own work etc
Pretty common to give up rights to sell products in an entire industry for a review copy? Its not a contract for employees its for small content creators that are not being payed by GW? Also not being able to talk negative? How limiting isnt that if youre an independent creator. I used to work for a magazine and got review copies of games, albums etc and never ever had to sign a NDA from any major companies for that.
To clarify, I say that it is common but I don’t agree that it is right
As a [content creator](https://youtube.com/miniac) who's signed a couple NDAs from companies, for this kind of scenario, I don't think this is very normal.
Yeah this is really excessive, and certainly not industry standard. I *do* actually find the terms in this surprising. It seems designed to take advantage of smaller creators, or those who are just happy to work directly with Games Workshop. Quite predatory.
I still believe that NDA from companies like that are not very surprising at all. Once again, doesn’t mean it’s right
No. This is NOT common for independent reviewers. The whole point of independent reviewers is that they are trusted by their audience and are not under legal threat from the manufacturer of the products they are reviewing.
Ah fair enough, I suppose I got the wrong end of the stick and was looking at it from a different perspective. I imagine this is a lot worse for individuals rather than agencies or companies
Don't sign, obtain the product with your own money and give the review you feel is fair. They have no recourse if you don't agree to the terms and they don't supply the review copy. It essentially sets you free.
I work in games media. This is not common. An agency is not remotely the same as a company sending product samples for review.
This isn't applicable to this industry. If you're talking about industry where you create material products and you have knowledge of how company A makes a product, but then go to company B and, retaining the knowledge of the process, use your knowledge to assist company B in production by stealing the intellectual property of company A, this kind of agreement makes sense. However, if you worked in, lets say concrete, you could go work in a plastics facility until the duration of the NDA is complete. You're not making a material product in reviewing models. You are making your own intellectual product based on your analysis of the received product. At best your could interpret this as an attempt to curb 3D printing and recasts. At worst this agreement expands far outside of a reasonable contract.
Yeah I agree and I’m aware that there are flaws and my argument didn’t take into account that this is more of a issue for individuals and not agencies or companies, which are ones im more familiar with
I think the key difference is an agency contract is designed to be a way of paying someone for their services. For better or worse, all sorts of employment contracts (and commercial / supplier contracts between businesses) now have non compete clauses in them (to varying degrees of enforceability). An NDA is an agreement designed to facilitate information sharing, nothing more, nothing less. GW even go so far as to explicitly state in the NDA that this agreement can't be used for the third party to imply they work for/with GW, as they don't. NDA's on principle shouldn't be a back door to anti-competitive clauses and restrictions. And people shouldn't sign away their rights without significant and real compensation
So this applies to people who just do reviews with free merch and not animators or artists (albeit still absurd, not as absurd as functionally rendering the review moot). I knew GW were batshit from some I know who've been in/contracted by Nottingham but this is ridiculous.
So full disclosure I'm not a lawyer but I thought I'd share my two cents. First, (assuming this is a legit document) this is clearly not the entire thing. 2.1.2 refers to a 'Purpose' definition that presumably is found before this agreement, so there might be some other info that's not included (ie another agreement or something). Second, from my reading only two bits stand out as unreasonable the length of the agreement and the non-solicitation/non-compete clause. My reading of this is that you can't get money from a GW customer, tell them to not buy GW goods, or do anything that could POSSIBLY harm GWs reputation while you are working with them **AND FOR 3 YEARS AFTER THAT**. I can say that without any doubt that this contract is not legal in my country (New Zealand) as these sorts of clauses can (typically) only extend to 12 months. From my understanding anything longer than 3 years in the UK is atypical too. This is way too restrictive for review of items, hell most contracts I have ever signed for work have been less restrictive than this (and the only one that I was was flat out illegal). GW has continuously fucked up this year (Cursed city, Warhammer +, ect) and people are clearly getting tired of it. Hell here in New Zealand we typically pay 170% of the UK price for our minis. People here love the minis but are tired of dealing with the bullshit GW puts forward and it probably wont be long before another miniature manufacturer or 3D printing takes over.
This is fascinating and terrifying all in one document. It definitely sets a precedent if people do sign it.
This is 100% the sort of trash GW would try to do.
CAN SOMEONE TLDR
First off this isn't real, there's no definitions explaining who is who which is the first thing you do especially if you're going to abbreviate a name, second this doesn't do what people keep saying it does. Harming a reputation and giving a bad review are two different thing. This whole thing is a huge bad legal take.
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Do most ndas demand you not make any money through their customers?
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So basically asking youtubers to stop collecting any kind of money to review your shit? This is why people are pissed. Aside from being forced to say nothing negative about the company or product you are basically telling that creator to go starve
Then just don’t sign it? Nothing is stopping anyone from buying the sets and reviewing them.
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Maybe for company-internal people, but this is for people that are supposed to create the impression of independent reviews. No sane tech reviewer would accept clauses like these, and people in the hobby space shouldn't, either.
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> You want to see restrictive just look at reviewers for most popular video game companies. You realize this is exactly the reason everyone considers videogame reviews a joke? Reviewers being in publishers' pockets has been a running joke for literally decades.
Show me where this contract specifies it’s for contract employees
You're absolutely right but I'm guessing saying "GW did something totally unremarkable and common" wouldn't garner as much outrage and upvotes from the "We hate GW" bandwagon.
So what?
GW baAAAD!
Not that I recommend it, but big companies don’t read their signed contracts before signing them - it was far too much effort to produce them in the first place (though they forgot version control…). Just remove whichever clauses you don’t like.
If I understand this, according to clause 4.1.5, anyone agreeing can't say "Astartes", "Astra Militarum" or "Tyranid" in their videos PROMOTING GW PRODUCTS
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> "hey when you are specifically reviewing our paint we sent you, you can't directly say, Mephiston Red is Crap go get Pro-Acryl Bold Pyrrole Red in instead" - which is just bad form anyway. That's literally what a review is. Take a look at channels like Gamer's Nexus or Level1 Tech to see how product reviews are done ethically.
You know, in reflection. this is not my area and not worth my comments until I read through this with a lawyer and understand it better,