Gizmodo Reveals OGL v1.1's 'Term Sheet' Carrots For Selected Publishers

In December, WotC arranged meetings under NDA with a number of prominent third party 5E OGL creators in order to persuade them to sign up to the new Open Game License v1.1. before it was revealed to the world.

Part of this approach included 'Term Sheets'. According to Gizmodo, which has sources at Wizards of the Coast, these term sheets offered:

• A 15% instead of 25% royalty
• Marketing on D&D Beyond (but not at times when WotC had its own releases)

It's not clear whether any publishers actually signed the contract at the time.

WotC has since walked back some of the terms in the upcoming OGL v1.1, but the OGL v1.0a still remains slated for 'de-authorization'.

According to an anonymous source who was in the room, in late 2022 Wizards of the Coast gave a presentation to a group of about 20 third-party creators that outlined the new OGL 1.1. These creators were also offered deals that would supersede the publicly available OGL 1.1; Gizmodo has received a copy of that document, called a “Term Sheet,” that would be used to outline specific custom contracts within the OGL.

These “sweetheart” deals would entitle signatories to lower royalty payments—15 percent instead of 25 percent on excess revenue over $750,000, as stated in the OGL 1.1—and a commitment from Wizards of the Coast to market these third-party products on various D&D Beyond channels and platforms, except during “blackout periods” around WotC’s own releases.

It was expected that third parties would sign these Term Sheets. Noah Downs, a lawyer in the table-top RPG space who was consulted on the conditions of one of these contracts, stated that even though the sheets included language suggesting negotiation was possible, he got the impression there wasn’t much room for change.

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gizmodo.com

 

[Reynard]

I thought those NDAs expired on January 4th?

Those NDAs may never expire.

 

[Morrus]

Well then, just sign the sweetheart deal! /s

Well that's the point -- WotC chose a select few who were offered that deal.

 

[Haplo781]

It's been even more obvious than that if you look at history. OGL1.1 was the second try at this kind of thing after a 8-9ish year cooling off pause.

Spoiler: history

video jumps to relevant timestamp

15 years, and the GSL was nowhere near as onerous as this naughty word sandwich.

 

[UngeheuerLich]

I'\d be very uncomfortable operating under a licensing regime where I knew WotC was giving a significant advantage over me to my direct competitors.

They would pay 15% of their revenue.
You would not.
You could create your own tools. Thy might not be allowed.

So I don't know if that is fair. But it certainly was not good enough for most of the people who did show up at the meeting.

 

[Reynard]

They would pay 15% of their revenue.
You would not.
You could create your own tools. Thy might not be allowed.

So I don't know if that is fair. But it certainly was not good enough for most of the people who did show up at the meeting.

He's talking about two publishers both operating under the OGL 2.x, but one of them getting the sweetheart deal.

 

[Morrus]

They would pay 15% of their revenue.
You would not.
You could create your own tools. Thy might not be allowed.

So I don't know if that is fair. But it certainly was not good enough for most of the people who did show up at the meeting.

No, I meant if I (or anyone else who wasn't offered the sweetheart deal) signed the v1.1. we saw, with the 25% royalties, knowing that a bunch of my competitors were only paying 15% and getting marketed by WotC.

(I had the same objections to their DMs Guide 'Adepts' program, though that kind of petered out and I've never used DMsG as I like Kickstarter).

 

[UngeheuerLich]

15 years, and the GSL was nowhere near as onerous as this naughty word sandwich.

That is not totally correct.
The first GSL disallowed you from selling anything that was under OGL except for your backstock.
So the GSL was a lot more binding, now that the OGL grandfathers in OGL 1.0a stuff.
And I am not entriely sure if it the old OGL 1.1 disallowed it either... we have never seen the ecact wording, have we?

 

[Haplo781]

That is not totally correct.
The first GSL disallowed you from selling anything that was under OGL except for your backstock.
So the GSL was a lot more binding, now that the OGL grandfathers in OGL 1.0a stuff.
And I am not entriely sure if it the old OGL 1.1 disallowed it either... we have never seen the ecact wording, have we?

Both 1.1 and 2.0 deauthorize the 1.0a. The GSL never attempted that.

 

[UngeheuerLich]

No, I meant if I (or anyone else who wasn't offered the sweetheart deal) signed the v1.1. we saw, with the 25% royalties, knowing that a bunch of my competitors were only paying 15% and getting marketed by WotC.

Oh. Yes. I see. It did not cross my mind, that you would sign OGL 1.1, even hypothetically...

 

[Abstruse]

So at a time when Apple, Google, and Valve are facing anti-trust lawsuits over their app/game storefront pricing structures, Wizards of the Coast thought it would be a brilliant idea to leverage their complete dominance in the market to the point they have no direct competitors in their industry to not only give a sweetheart deal to the largest crowdfunding website who is also for the first time facing real competitors while working in the industry with the largest market share on said crowdfunding site responsible for 25% of their revenue...but also offered sweetheart deals to the largest companies in the market trying to carve up a share of what is at the most favorable estimates 20% of the remaining market?

Can Wizards please stop doing inadvisable things before I've had my coffee?