New Games Workshop NDA for influencers UPDATE 2: The document appears to be real.

[HollowHills]

I am quite sad to post this because it seems like I'm always having issue with GW at the moment when honestly I adore warhammer.

But it looks like GW are basically demanding positive coverage in return for advance copies of models and books.

See the new NDA as shared by Goobertown Hobbies on Twitter.

LINKY

As mentioned in that thread this is not standard and basically means anyone with advance "review" copies cannot provide an unbiased opinion.

Edit: I wanted to make it clear that we do not yet know if this is genuine. Many are arguing this is a false document. 

Edit 2: Recent Twitter events appear to have proven the legitimacy of this document.

Please take it with a pinch of salt.

Edited September 27, 2021 by HollowHills

[yukishiro1]

There are a lot of people elsewhere on the internet without any knowledge of NDAs and non-competes blithely saying "this is normal."

To be clear: this is not normal.  Any lawyer telling you it is normal is a lawyer you shouldn't be using as a lawyer because they either don't know what they're talking about or they didn't bother to read it carefully. That definition of "Restricted Customer" is absolutely not normal: Restricted Customer usually means someone you cultivated a specific relationship with in your prior job, e.g. you worked in GW sales and got to know the head buyer for Game Stores, Inc. and then after you left GW and went to work for another miniatures company you tried to use your personal contacts with the head buyer to get them to stop buying from GW and start buying from your new employer. By contrast, this contract purports to define "Restricted Customer" as literally any person who buys GW products. This is a vastly more aggressive claim on GW's part than is normal in non-compete clauses. Read literally, if you signed this and then gave a bad review of a GW product on youtube and told people not to buy it, GW could sue you for violating the contract's terms by trying to get "Restricted Customers" to buy less GW product than they otherwise would have. Now would a court actually give GW the time of day? Unlikely - it is so far beyond what's normal that it's likely a court would find the non-compete unenforceable as a violation of public policy (or whatever the UK equivalent of that doctrine is). But the threat is still there, and the person could still be bankrupted fighting any such lawsuit in the meantime, even if they might get their fees awarded years down the road. 

Similarly, signing a document saying you agree to indemnify GW, with or without any fault on your part, for any breach of a set of vaguely defined covenants that depend on GW's own judgment, is not normal. In fact, no fault indemnity it is so far from normal that many jurisdictions will declare it per se unenforceable as a violation of public policy. 

Honestly, this is so far from normal that I question whether it's a real legal document, and I would note that nobody has come out on the record yet that I'm aware to say that yes, this is the document they were actually asked to sign. If this is what GW's legal department is coming up with, they're either incompetent or treading perilously close to getting themselves into trouble in an attempt to deliver on their clients' demands that they really should be pushing back on and saying "no, you can't do that." 

Edited September 24, 2021 by yukishiro1

[MitGas]

19 minutes ago, HollowHills said:

I am quite sad to post this because it seems like I'm always having issue with GW at the moment when honestly I adore warhammer.

But it looks like GW are basically demanding positive coverage in return for advance copies of models and books.

See the new NDA as shared by Goobertown Hobbies on Twitter.

LINKY

As mentioned in that thread this is not standard and basically means anyone with advance "review" copies cannot provide an unbiased opinion.

 

Well, to be honest other companies are similar and won't continue giving you stuff if you dare to be too negative (maybe not as extreme as GW) but you keep being critical.

 

It's seriously a good thing! A healthy mind should be critical. I find this lame to the max but it's nothing I haven't seen before tbh. Not a fan of the whole influencer thing anyways though. It's for idiots to me. I don't need someone to praise something for me to buy it if it's good... and if I don't like it, i won't buy it either, no matter who's endorsing it. I got enough of an own opinion about things. 

[yukishiro1]

GW's free to require positive coverage in return for advance access if it wants to. Doing so is usually counter-productive, because people don't trust shills who simply say everything GW does is great, so it's usually better to let people be honest to create some authenticity. That isn't the issue here, though. The issue is that this particular contract, if it is real, is a ridiculous legal overreach, to the point where it's bordering on malpractice for a lawyer to prepare something like this and certify it as fit for purpose. 

Edited September 24, 2021 by yukishiro1

[Gaz Taylor]

2 minutes ago, yukishiro1 said:

GW's free to require positive coverage in return for advance access if it wants to. Doing so is usually counter-productive, because people don't trust shills who simply say everything GW does is great, so it's usually better to let people be honest to create some authenticity.

Just got to point this out here as I suspect a lot of people who are getting all flustered here are particularly looking at the bit about saying stuff that is harmful to GW. Now I’m not a legal expert but I’m fairly sure there’s a big difference between critiquing an army book or model kit vs saying GW are going to come into your house, burn all your models and go to the toilet in your fridge. This I believe is the intent here. Plus it’s also protecting them from anybody with very strong but not very nice views on things.

As you have said, that’s assuming it’s real but it looks like a NDA and covers what I would expect it to say but as I’ve said, I’m not an expert.

[yukishiro1]

People are getting flustered for the wrong reasons. The issue isn't with the language re: not harming GW's reputation, the issue is with the no fault indemnity and the definition of "Restricted Customer" including literally every customer who buys anything from GW. If you actually enforced this contract as written, if you ever told anyone anywhere not to buy any GW product or otherwise tried to steer people away from a GW product and towards an alternative, you're in violation of the covenants and GW can get indemnity from you, without even needing to show fault. 

This is bad if it's real. People are free to weigh in whether they're experts or not, but a lot of the dialogue around this is not discussing the right things. Just saying "well it looks like what I'd expect to see in an NDA" is not really helpful one way or another because what's problematic is the particulars, and particulars matter in contract language. 

Edited September 24, 2021 by yukishiro1

[Noserenda]

Yeah ive signed NDAs with RPG companies for early access bits and the Official secrets act and it bears a much closer resemblance to the latter

[novakai]

[4.1.7 The recipient undertakes to GW that it shall not at any time during the Term, do or say anything which may be harmful to the reputation of GW.]

hmm, doesn't sound like they are demanding positive coverage, you can probably still critised something you don't like about a product in a constructive manner.

just don't say they are selling and marketing their expensive products to children is exploiting them (cough Outer circle cough)

or they are Capitalistic pigs that are incompetent with technology and rules writing (cough The Honest Wargamer)

[yukishiro1]

That's not really the problematic part of the contract. It's too vague to really mean anything anyway. 

[ManlyMuppet88]

Sooooo don't sign the NDA.....

You can always buy the stuff and post critical reviews anyway. Not seeing too much of a problem here but I have very little sympathy for people accepting free stuff and being unhappy with the t's and c's. Nobody is being forced to do anything here - saying no is always an option.

Edited September 24, 2021 by ManlyMuppet88

[ArkanautDadmiral]

Looked at the link, I get the impression Goobertown hasn’t received any documents like this from GW, but he’s definitely someone who receives advance copies of products, he made a video complaining about not getting them early enough recently.

Would it not be strange that he’s not receiving these documents from GW himself? I can’t think of any influencers who HAVEN’T been negative recently either.

Any information about the original sources? Does he say where the multiple places he’s found it posted are?

The company I work for send stuff out to influencers and while we don’t have any kind of NDA, we expect positive coverage, if not we just wouldn’t send to them again. Which is probably all the pressure these channels reliant on GWs existence to make all their content need to be positive. At least 8 of GTH videos feature GW products. Surely we’d be expecting him to receive the NDAs directly from GW?

Threatening any sort of legal action over negative reviews sucks, but I just don’t see the need for GW to even bother with the NDA when the risk of not receiving free advance copies is probably enough.

It wasn’t long ago the criticism was that GW were going to shut down everyone’s channels, including tome reviews, but creators still got advance copies of SCE and OWC. Now it’s that they’re threatening legal action if you don’t say nice stuff about the free things they send you.

Itd be great to see the original sources of the document before jumping to conclusions.

If it’s real hopefully creators don’t sign it and either pay for the copies they review, or make more content about non GW product instead 🤷‍♂️. The power is with the creator ultimately, they don’t have to sign anything, they can take their ‘free advertising’ somewhere else.

[novakai]

5 minutes ago, ArkanautDadmiral said:

Looked at the link, I get the impression Goobertown hasn’t received any documents like this from GW, but he’s definitely someone who receives advance copies of products, he made a video complaining about not getting them early enough recently.

Would it not be strange that he’s not receiving these documents from GW himself? I can’t think of any influencers who HAVEN’T been negative recently either.

Any information about the original sources? Does he say where the multiple places he’s found it posted are?

The company I work for send stuff out to influencers and while we don’t have any kind of NDA, we expect positive coverage, if not we just wouldn’t send to them again. Which is probably all the pressure these channels reliant on GWs existence to make all their content need to be positive. At least 8 of GTH videos feature GW products. Surely we’d be expecting him to receive the NDAs directly from GW?

Threatening any sort of legal action over negative reviews sucks, but I just don’t see the need for GW to even bother with the NDA when the risk of not receiving free advance copies is probably enough.

It wasn’t long ago the criticism was that GW were going to shut down everyone’s channels, including tome reviews, but creators still got advance copies of SCE and OWC. Now it’s that they’re threatening legal action if you don’t say nice stuff about the free things they send you.

Itd be great to see the original sources of the document before jumping to conclusions.

If it’s real hopefully creators don’t sign it and either pay for the copies they review, or make more content about non GW product instead 🤷‍♂️. The power is with the creator ultimately, they don’t have to sign anything, they can take their ‘free advertising’ somewhere else.

they need the NDA so people (early accessors) don't leak or put review up early that why it exist anyway, that why early review happens all at the same time is when it is lifted. it just a legal document like this tries to cover all bases and anti-defamation is often a very common cause in contracts

[yukishiro1]

13 minutes ago, ManlyMuppet88 said:

Sooooo don't sign the NDA.....

You can always buy the stuff and post critical reviews anyway. Not seeing too much of a problem here but I have very little sympathy for people accepting free stuff and being unhappy with the t's and c's. Nobody is being forced to do anything here - saying no is always an option.

Provisions of a contract that violate public policy don't become acceptable simply because the person signed the contract. That's why we have the concept of public policy in the first place - we judge that some things are not proper whether you can get the person to sign the document or not. You can personally believe "it's their own fault for not being careful before signing" if you want, but it's not the view the law takes, particularly when it comes to things like non-compete agreements that have the potential to deprive someone of their livelihood. 

I'm not 100% sure that it violates public policy in the UK to have a no-fault indemnity clause in an NDA or a non-compete agreement, or to define Restricted Customers as the entire customer base of a company, as I'm not a UK lawyer - but I would be surprised if that is allowed. It certainly wouldn't be enforceable where I'm from. 

Edited September 24, 2021 by yukishiro1

[Lucky Snake Eyes]

1 hour ago, HollowHills said:

I am quite sad to post this because it seems like I'm always having issue with GW at the moment when honestly I adore warhammer.

But it looks like GW are basically demanding positive coverage in return for advance copies of models and books.

See the new NDA as shared by Goobertown Hobbies on Twitter.

LINKY

As mentioned in that thread this is not standard and basically means anyone with advance "review" copies cannot provide an unbiased opinion.

 

While this looks like a fairly typical NDA (I've signed a couple myself but in an unrelated field) I will say the 36 month non disclosure period is excessive for third party reviewers and while I'm not up to snuff on my legal jargon section 3.2 sounds like the signee is required to not tell anyone they signed the document in question... which sounds pretty sketchy if I'm interpreting that correctly.

While GTH comes across as a pretty standup dude and doesn't come across as someone who'd drama bait I will point out that he doesn't name any sources for the document and the document itself uses an outdated GW logo (but maybe someone whose seen modern GW documentation can confirm if they still use the old logo internally).

I'll refrain from giving an opinion on section 4 as I'm not well enough versed in lawyer-fu to make an informed comment on it.

[yukishiro1]

We don't really know who it's designed for, assuming it's even real in the first place. 36 months is not that unreasonable in the abstract, you see 3-5 year terms on NDAs fairly regularly. But I've never seen a non-compete that defines the Restricted Customers as the entire customer base of the company, and it's very unusual to see a no-fault clause. Nobody with any sense would ever sign a NDA/non-compete with a no fault indemnity clause, that's potentially suicidal, unless you're extremely sure it's not enforceable and you can afford to fight it in court to get the court to say it's not enforceable. 

Edited September 24, 2021 by yukishiro1

[Chikout]

There is absolutely no evidence that this is real. Several people have come out to say that this is not the NDA they signed. It's seems to have originated from Spikeybits which is probably the least reliable Warhammer site on the internet.

Even it is real, there's no evidence that it is aimed at influencers. It is possible it related to third party contracts like Hachette. 

[novakai]

yeah AoScoach said this is not the NDA that he signed either

[yukishiro1]

The post itself states it's a "new NDA." So that it doesn't match the old one doesn't really say anything. I agree Spikeybits is not particularly reliable, but Goobertown is and doesn't strike me as a drama queen. Doesn't mean it is real for sure, of course. 

[novakai]

depend there could be no "New NDA" at all either, or they already sign the new NDA and that one is still fake

[yukishiro1]

It definitely could be. Until someone comes out and says they themselves were asked to sign this contract, we won't really know. It seems like a lot of effort to go to for a fake, by someone who knows enough about contract law to create a badly drafted, oppressive contract...but I guess we've seen weirder fakes before. 

[ArkanautDadmiral]

Looks like it’s originated from a channel called miscast or something but even he himself is saying it’s been being sent to other YouTube channels, not even himself. So far no ones claimed to have received this particular one and the narrative is it’s a new type being sent to small channels in the hope of keeping them on a leash if they get bigger?

Some have obviously felt strongly enough to send the NDA to miscast but not strongly enough to identify themselves, which would suggest to me they’ve signed it despite having issues with it? Are you not allowed to say you’ve received an NDA even if you’ve not signed it?

[The Red King]

Real or fake I'm not okay with the number of people defending this (before they thought it was fake).

[novakai]

19 minutes ago, The Red King said:

Real or fake I'm not okay with the number of people defending this (before they thought it was fake).

i am just assuming that it looks like a regular NDA to most people and the one that Goobertown specifically highlighted seem just like a standard anti-defamation clause, so i can't say why you should fault them in this case. 

[schwabbele]

If you are a spineless freebygrabber sign it, else just buy it yourself because if you are so bad at your job that you need stuff a week upfront quitting is probably the better option. 

[zilberfrid]

If this turns out not to be true, I expect Brent will retract it (too much of a scientist not to). I'll watch the Goobertown Discord for a bit to see if there's advanced warning for that.

And considering the last few reviews, I don't think Brent will adhere to it if they gave him this one to sign. The "box" review was brilliant.

For dates, we can see that it needs to be post 2006, but that's all.

I don't care if section 4 is standard fare, it's awful. It restricts a signee from warning others not to sign, and could be abused to punish bad reviews.

Edited September 24, 2021 by zilberfrid