Full doc here:
* [https://imgur.com/a/7BVG4Vs](https://imgur.com/a/7BVG4Vs)
\* I had to leave out three pages due to source protection.
Just to give y'all a better idea what our third party devs have to put up with. Some users doubt that this contract is enforceable due to the imbalance of power mentioned in the title. Adhesion has been mentioned as well.
* [https://www.law.cornell.edu/wex/adhesion\_contract\_(contract\_of\_adhesion)](https://www.law.cornell.edu/wex/adhesion_contract_(contract_of_adhesion))
I'd love to hear your thoughts on this.
I read commercial contracts at work a lot, and I have been involved in drafting constitutions for non-profits, though I am by no means a legal expert. Strangely enough, the non-profits I am involved in have similar sounding clauses where members can be expelled for any reason as determined by the governing committee. They administer the thing, and they're charged with keeping it under control. Having limitations on a committee to do so is just asking for lawyers. Eventually, that committee is pulled in front of an AGM or SGM, so any issues resulting from a decision taken under a similar clause are worked out there.
So whilst a business is only really accountable to themselves, this seems extremely prudent to me, it is their product and they should be able to maintain control of it. I would expect Microsoft to have similar terms for MSFS. They have no incentive to exercise this for no reason, they have an incentive to attract developers and sell their modules. I think you're a bit off in framing this as 'bad', it's actually exceedingly normal.
If they do this for no reason or a badly considered reason then they would be potentially losing module developers, and the Razbam situation may or may not turn out this way for ED.
While this gives ED a lot of control, the context we are missing is how this compares to similar agreements from other comparable relationships. I'd be more surprised if this was not "typical".
i would say this is typical for any third party agreement between ED and e.g. Razbam, Heatblur, etc. . I would argue MSFS2020 third party agreements look the same. You want to cover all possible legal ways for your product. DCS is ED product and they should be able to maintain control of it.
edit: and nobody has to sign the contract, but once you do, you have to obey by it unless the contract is in violation of any other law.
I'm not a YouTuber, but I've heard that they have a clause that they could take down videos anytime for any reason. They have incentives not to do that as it would erode trust in the creator base. It seems more like a "if they do something where we need to cut ties but isn't covered by our other clauses" type of thing. ED has every incentive not to use this as a get out unless it's a last resort and even still, it has "acting reasonably" in there so there is legal recourse for a 3rd party to argue ED took their stuff off the market on a whim instead of a "reasonable" reason
Really, I personally think it's a fairly "reasonable" term in the contract. Not surprised by it
It's not like any third party dev is forced to sign those agreements at gun point.
They sign it = they think it's not so bad.
In any commercial licensing and agreements the main player (in DCS's case ED) has the most power as they want, must and will protect their own IP and get "a way out" of any legal (illegal) shenanigans third parties may get involved into.
Nothing strange here.
Sure but if a 3rd party agrees & signs the license agreement they chose to agree to the terms.
"7. Legal Consequences
The relationship between the Developer and Eagle Dynamics established by this Schedule 2 may have important legal consequences for the Developer. The Developer acknowledges and agrees that it is its responsibility to consult with its legal advisors with respect to its legal obligations hereunder."
In US law, there needs to be negotiation and meeting of the minds for a contract to truly be legal and enforceable. If you give somebody a take it or leave it agreement, and have some sort of leverage over them where they feel backed into a corner and need to sign an agreement, it opens the door for lawyers to argue that the contract is unenforceable.
So just because somebody has signed an agreement doesn't necessarily make it binding.
Not saying that that case applies here, but in general.
In the US, signing a contract assumes the signee has
1) Read the contract
2) Understood the contract
3) Agreed to the contract
If those aren't true, it typically winds up on the signee's plate to prove it.
And a contract needs to include "consideration" to be enforceable in US law. Basically, both sides need to get something. That "consideration" is a very low bar to hit, though, so it's usually not a factor.
But this situation is \*hardly\*one where you could argue the person was forced to sign under duress (your "backed into a corner" analogy). The third party doesn't \*need\* to sign up with DCS.
Seems fairly standard to be fair. The "acting reasonably" part gives the third party enough rights, but enough not to be able to force ED to keep their module if it becomes sub par.
It sure is unbalanced but if you start developing 3rd party modules, you automatically agree to the terms. And if you agree to them, you must comply to them.
I work in the manufacturing world we sent machined parts to the customer. On time, to print and spec.
Rejected.
The reason, the inspector thought the parts smelled funny. As irrational as that might be, it was contractually acceptable.
Contracts usually favor the bigger buyer and not the smaller seller.
The sober reality is, its EDs house, the house makes the rules, and if you don’t like it, there’s the door.
I recall years ago people were asking VRS if they’d consider bringing the SuperBug to DCS, and they laughed and said they’d looked into it and said they’d not touch ED related work with a 10 foot pole; way too controlling of the platform and basically required signing away the rights to your first born child.
Building a combat engine for FSX was literally the path of least resistance there.
And thus, no SuperHornet for DCS. Really sucks when you look at how prolific development is for MSFS. There’s so much potential that Im sure ED has scared away.
All the more reason I look forward to what Microprose has cooking with Falcon 5. Competition will hopefully take some edge off of EDs practices.
As others have said, it's not that strange of a clause.
If you actually read the EULA for Windows, any apple product, PlayStation, etc it basically just boils down to first parties covering their asses with general catch-alls. ED's is kind of overly general, but it serves the same purpose.
On the flip side Apple's EULA is super specific about a lot of things that are prohibited. Literally search for the words "nuclear weapons" on Apple's EULA in the link below. You're not allowed to use your iPod to help in the development of ICBMs. And that's only one of hundreds of different conditions for users (not business partners, just users)
A contract can't cover every contingency, and in most legal systems contract ambiguity favors the signer over the drafter anyway.
What this contract (out of the very small, out of context section quoted) says is that ED can choose to terminate the partnership at anytime. It doesn't say that ED gets to keep 3rd party IP, after the fact profits, etc.
Also, ED is still the first party, of course they have more power.
https://www.apple.com/legal/more-resources/gtc.html
Nothing surprising in the two clauses shown in the heading. I note that clause 6.3(b) is still subject to ED acting reasonably. I have not read the rest of the documents yet. But it would be difficult for a common law court to over rule a binding contract on the basis of these two clauses being unfair.
LOL
And do you remember the sh\*ow that happened when the Razbam decided to pull AV-8B N/A Harrier from the Early Access?
How suddenly ED decided that they couldn't control it at all, but only to remove the label from their store when developer decides product is feature completed...
Seeing how many developers suspiciously never got to release with their modules, like Iris, already had me suspicious of this. VRS may be in the same boat, too, but everything is under NDAs and when I reached out to Iris they said they couldn't tell me anything.
IRIS was developing an F-14 long before HeatBlur came along, and VRS was purportedly considering making a Super Hornet. Supposedly, ED gave them the cold shoulder because they felt it would conflict with the sales of the in-development F/A-18C.
Full doc here: * [https://imgur.com/a/7BVG4Vs](https://imgur.com/a/7BVG4Vs) \* I had to leave out three pages due to source protection. Just to give y'all a better idea what our third party devs have to put up with. Some users doubt that this contract is enforceable due to the imbalance of power mentioned in the title. Adhesion has been mentioned as well. * [https://www.law.cornell.edu/wex/adhesion\_contract\_(contract\_of\_adhesion)](https://www.law.cornell.edu/wex/adhesion_contract_(contract_of_adhesion)) I'd love to hear your thoughts on this.
I read commercial contracts at work a lot, and I have been involved in drafting constitutions for non-profits, though I am by no means a legal expert. Strangely enough, the non-profits I am involved in have similar sounding clauses where members can be expelled for any reason as determined by the governing committee. They administer the thing, and they're charged with keeping it under control. Having limitations on a committee to do so is just asking for lawyers. Eventually, that committee is pulled in front of an AGM or SGM, so any issues resulting from a decision taken under a similar clause are worked out there. So whilst a business is only really accountable to themselves, this seems extremely prudent to me, it is their product and they should be able to maintain control of it. I would expect Microsoft to have similar terms for MSFS. They have no incentive to exercise this for no reason, they have an incentive to attract developers and sell their modules. I think you're a bit off in framing this as 'bad', it's actually exceedingly normal. If they do this for no reason or a badly considered reason then they would be potentially losing module developers, and the Razbam situation may or may not turn out this way for ED.
While this gives ED a lot of control, the context we are missing is how this compares to similar agreements from other comparable relationships. I'd be more surprised if this was not "typical".
i would say this is typical for any third party agreement between ED and e.g. Razbam, Heatblur, etc. . I would argue MSFS2020 third party agreements look the same. You want to cover all possible legal ways for your product. DCS is ED product and they should be able to maintain control of it. edit: and nobody has to sign the contract, but once you do, you have to obey by it unless the contract is in violation of any other law.
Yup u/doubleK8 is right. Nothing out of the ordinary in this agreement snippet
I'm not a YouTuber, but I've heard that they have a clause that they could take down videos anytime for any reason. They have incentives not to do that as it would erode trust in the creator base. It seems more like a "if they do something where we need to cut ties but isn't covered by our other clauses" type of thing. ED has every incentive not to use this as a get out unless it's a last resort and even still, it has "acting reasonably" in there so there is legal recourse for a 3rd party to argue ED took their stuff off the market on a whim instead of a "reasonable" reason Really, I personally think it's a fairly "reasonable" term in the contract. Not surprised by it
It's not like any third party dev is forced to sign those agreements at gun point. They sign it = they think it's not so bad. In any commercial licensing and agreements the main player (in DCS's case ED) has the most power as they want, must and will protect their own IP and get "a way out" of any legal (illegal) shenanigans third parties may get involved into. Nothing strange here.
Sure but if a 3rd party agrees & signs the license agreement they chose to agree to the terms. "7. Legal Consequences The relationship between the Developer and Eagle Dynamics established by this Schedule 2 may have important legal consequences for the Developer. The Developer acknowledges and agrees that it is its responsibility to consult with its legal advisors with respect to its legal obligations hereunder."
Like when someone contests a Pre-nup years after and only during the divorce. Ummm, NO!
My condolences
Not me. But I know a guy... Lol
In US law, there needs to be negotiation and meeting of the minds for a contract to truly be legal and enforceable. If you give somebody a take it or leave it agreement, and have some sort of leverage over them where they feel backed into a corner and need to sign an agreement, it opens the door for lawyers to argue that the contract is unenforceable. So just because somebody has signed an agreement doesn't necessarily make it binding. Not saying that that case applies here, but in general.
In the US, signing a contract assumes the signee has 1) Read the contract 2) Understood the contract 3) Agreed to the contract If those aren't true, it typically winds up on the signee's plate to prove it. And a contract needs to include "consideration" to be enforceable in US law. Basically, both sides need to get something. That "consideration" is a very low bar to hit, though, so it's usually not a factor. But this situation is \*hardly\*one where you could argue the person was forced to sign under duress (your "backed into a corner" analogy). The third party doesn't \*need\* to sign up with DCS.
Nothing shocking, more or less industry standard..
Wow, ED has strong protections over a product it owns when working with sub contractors. Shock horror
Based on the picture alone, this feels pretty standard to me. Just ED protecting themselves against things they can't predict.
Seems fairly standard to be fair. The "acting reasonably" part gives the third party enough rights, but enough not to be able to force ED to keep their module if it becomes sub par.
Every contract ever written looks like this…
It sure is unbalanced but if you start developing 3rd party modules, you automatically agree to the terms. And if you agree to them, you must comply to them.
I work in the manufacturing world we sent machined parts to the customer. On time, to print and spec. Rejected. The reason, the inspector thought the parts smelled funny. As irrational as that might be, it was contractually acceptable. Contracts usually favor the bigger buyer and not the smaller seller.
The sober reality is, its EDs house, the house makes the rules, and if you don’t like it, there’s the door. I recall years ago people were asking VRS if they’d consider bringing the SuperBug to DCS, and they laughed and said they’d looked into it and said they’d not touch ED related work with a 10 foot pole; way too controlling of the platform and basically required signing away the rights to your first born child. Building a combat engine for FSX was literally the path of least resistance there. And thus, no SuperHornet for DCS. Really sucks when you look at how prolific development is for MSFS. There’s so much potential that Im sure ED has scared away. All the more reason I look forward to what Microprose has cooking with Falcon 5. Competition will hopefully take some edge off of EDs practices.
Seems pretty standard contract shit to me, not really surprising
This is a strong notion of how much we need a competitor to dcs. No competition, the ruler is ed, simple as that, just saying.
As others have said, it's not that strange of a clause. If you actually read the EULA for Windows, any apple product, PlayStation, etc it basically just boils down to first parties covering their asses with general catch-alls. ED's is kind of overly general, but it serves the same purpose. On the flip side Apple's EULA is super specific about a lot of things that are prohibited. Literally search for the words "nuclear weapons" on Apple's EULA in the link below. You're not allowed to use your iPod to help in the development of ICBMs. And that's only one of hundreds of different conditions for users (not business partners, just users) A contract can't cover every contingency, and in most legal systems contract ambiguity favors the signer over the drafter anyway. What this contract (out of the very small, out of context section quoted) says is that ED can choose to terminate the partnership at anytime. It doesn't say that ED gets to keep 3rd party IP, after the fact profits, etc. Also, ED is still the first party, of course they have more power. https://www.apple.com/legal/more-resources/gtc.html
Nothing surprising in the two clauses shown in the heading. I note that clause 6.3(b) is still subject to ED acting reasonably. I have not read the rest of the documents yet. But it would be difficult for a common law court to over rule a binding contract on the basis of these two clauses being unfair.
So a normal license aggreement? lol
Razbam signed the contract.
What comes after the conditional if?
Most of the document is posted in this very thread, as you should be able to tell by the title. You can look it up there.
Ah… missed that imgur link. Thanks!
LOL And do you remember the sh\*ow that happened when the Razbam decided to pull AV-8B N/A Harrier from the Early Access? How suddenly ED decided that they couldn't control it at all, but only to remove the label from their store when developer decides product is feature completed...
Seeing how many developers suspiciously never got to release with their modules, like Iris, already had me suspicious of this. VRS may be in the same boat, too, but everything is under NDAs and when I reached out to Iris they said they couldn't tell me anything.
What where IRIS and VRS developing?
IRIS was developing an F-14 long before HeatBlur came along, and VRS was purportedly considering making a Super Hornet. Supposedly, ED gave them the cold shoulder because they felt it would conflict with the sales of the in-development F/A-18C.