OGL 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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Russ Morrissey

Russ Morrissey

That's not correct; the first iteration of the GSL prevented you from manufacturing and publishing any OGL versions of a given product line ("as reasonably determined by Wizards") that you converted to 4E and published under the GSL, but it didn't go further than that.

Thanks for the quote, but if say, Pizo wanted to do Golarion under 4e, then wizard could say: 3.5 Golarion is to close to 4e Golarion, so never sell 3.5 Golarion again?
That sounds very restrictive...
 

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Unless they are planning on dramatically expanding the SRD, it isn't a royalty on using WotC's IP so much as a royalty on being allowed to continue to support WotC's game line.
Yes this is a very important distinction that I see a lot of people missing, particularly on other sites.

Seems like the 1/3rd of the people commenting on some of the io9 articles for example have a completely irrational belief that the OGL entitles you to make books which:

A) Any WotC IP stuff you like.

and

B) Have "Dungeons and Dragons (TM)" written on them.

This of course inclines them to think this is a fairer deal than it is. Notably they tend to disappear when it's pointed out this isn't true, though a couple have tried to argue it lol.
 

Von Ether

Legend
"Overreaction"

Sounds like someone with no clue about the industry, and probably doesn't care in all honesty.

I know we keep screaming "WotC" but I'm pointing the finger at Hasbro, especially as a public company where it is a sin to make the same profit as you did last year. They are the ones who changed leadership and gave the marching orders.

I wonder there's still some old fart on board who has been sitting on there since the day they bought WotC and still can't figure out why he can't just print a book toss it on the shelf and forget about it like you do Sorry or Monopoly.

"Just why can't D&D be evergreen like a good game should be?!?"
 

Reynard

Legend
"Overreaction"

Sounds like someone with no clue about the industry, and probably doesn't care in all honesty.

I know we keep screaming "WotC" but I'm pointing the finger at Hasbro, especially as a public company where it is a sin to make the same profit as you did last year. They are the ones who changed leadership and gave the marching orders.

I wonder there's still some old fart on board who has been sitting on there since the day they bought WotC and still can't figure out why he can't just print a book toss it on the shelf and forget about it like you do Sorry or Monopoly.

"Just why can't D&D be evergreen like a good game should be?!?"
In the Roll for Combat Dancy interview, he points out that a few years ago some venture capitalists dug into Hasbro and discovered that essentially all the value in the company was coming from WotC and that got everyone -- board included -- finally noticing WotC.
 

The really significant part of the Gizmodo article:

"According to multiple sources, these immediate financial consequences were the main thing that forced them to respond....According to those sources, in meetings and communication with employees, WotC management’s messaging has been that fans are “overreacting” to the leaked draft, and that in a few months, nobody will remember the uproar."

This makes it clear that WotC is not changing course, just trying to play for time mitigate the PR disaster.

Hasbro has basically become the villain in one of their own cartoons: "You may have won today G.I. Joes, but you haven't seen the last of us!!!" /Shakes fist.

Although come to think of it, at least COBRA is willing to admit when they lost. The Hasbro version would be "You haven't won today G.I. Joes - we BOTH won. We never intended to fire the destructo-ray and are merely executing the retreat we planed ALL ALONG!" /Shakes fist.
 
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Voadam

Legend
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.
Nobody went with the 1st GSL, they went with the revision of the GSL that took out the OGL poison pill clause. That is why there is a Kobold Press Midgard 4e GSL bestiary as well as an OGL Pathfinder one, and OGL 13th Age one, etc.
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?

According to the article, the accompanying WotC FAQ went with de-authorization as disallowing any new stuff under 1.0.

One of the most telling parts of the OGL 2.0 FAQ included a statement that clarified one of the most inflammatory points of the leaked OGL 1.1—whether or not the original OGL 1.0a would be deauthorized. The leaked FAQ said that the “OGL 1.0a only allows creators to use ‘authorized’ versions of the OGL which allows Wizards to determine which of its prior versions to continue to allow use of when we exercise our right to update the license. As part of rolling out OGL 2.0, we are deauthorizing OGL 1.0a from future use and deleting it from our website. This means OGL 1.0a can no longer be used to develop content for release.”

Although many people have come forward to debate the legitimacy of this interpretation, including former WotC executive Ryan Dancey, who helped write the original OGL 1.0, the FAQ continued to push this language.
So no more new 5e OGC using the 5e SRD released under 1.0 OGL.

No more new anything that used the 3e SRD, no new Pathfinder, no new Mutants and Masterminds, no OSR stuff that used OGC.

That also puts a cloud on any of that type of stuff moving to the new ORC or being used outside of the OGL.

De-authorization under their interpretation is big.

It is also disputed. Paizo in particular has come out publicly against that interpretation of the ability to de-authorize the existing OGL.
 

Von Ether

Legend
In the Roll for Combat Dancy interview, he points out that a few years ago some venture capitalists dug into Hasbro and discovered that essentially all the value in the company was coming from WotC and that got everyone -- board included -- finally noticing WotC.
That must of started that funky take over last year.

Again, they could have just left well enough alone and provided support WotC and just kept riding that gravy train.

I still think the "under monetization" is a lack of official merch.
 

Both 1.1 and 2.0 deauthorize the 1.0a. The GSL never attempted that.
Correct. The GSL did try to poison-pill it, very clumsily, but even that wasn't very aggressive.
The really significant part of the Gizmodo article:

"According to multiple sources, these immediate financial consequences were the main thing that forced them to respond....According to those sources, in meetings and communication with employees, WotC management’s messaging has been that fans are “overreacting” to the leaked draft, and that in a few months, nobody will remember the uproar."

This makes it clear that WotC is not changing course, just trying to play for time mitigate the PR disaster.
That is important, yeah, and I suspect WotC are going to find that they're wrong.

They don't seem to understand that this is some folk-tradition stuff, and even a lot of younger players have been playing for a long-ish time. People have had to wait six months or a year or more for a book they want to come out. It's not a videogame where if you're not in day 1 you're "behind" and you're going to be spammed with FOMO stuff. And there's not much upcoming to really induce FOMO either - some books I might have bought, but none I'll be mad not to have.
 


Abstruse

Legend
No, there was no mention of them selling it on DDB. Just some marketing assist.
Ah. I was making the assumption that they'd also be selling on the platform since it's a digital storefront and all. Giving advertising on a site that sells products for products they don't actually sell doesn't sound like the best idea all round...
 

Scribe

Legend
"Just why can't D&D be evergreen like a good game should be?!?"

Thats exactly it. Thats what OneD&D is supposed to be, and thats why its supposed to be backwards compatible with 5e, because 'edition change' is risk.

And that, is why the OGL 1.0 being revoked will be the last hill Wizards dies on. You cannot have your flagship (or 2nd flagship after MTG) be open sourced and provided by others, and it currently is, because they put 5e SRD in OGL 1.0.

Thats what this is all going to boil down to.

If those investors found it alarming when they saw that MTG/D&D are Hasbro's value, imagine the shock when they figure out D&D is more a culture, than a brand?
 

Abstruse

Legend
I know we keep screaming "WotC" but I'm pointing the finger at Hasbro, especially as a public company where it is a sin to make the same profit as you did last year. They are the ones who changed leadership and gave the marching orders.
The thing is there isn't really a difference between the two anymore. Last year Wizards of the Coast went from subsidiary to primary division. It's "Wizards of the Coast and Digital Gaming", a separate division on par with "Consumer Products" (all their toys and board games) and "Entertainment" (the movies and TV shows including Transformers, GI Joe, My Little Pony, etc.). So saying "Wizards of the Coast" is saying "One-third of Hasbro" now.

Plus the current President of Wizards of the Coast is Cynthia Williams and the Senior Vice President of the Dungeons & Dragons Brand is Dan Rawson. Both are former Microsoft executives with Williams coming from the Gaming Ecosystem Commercial Team and Rawson from Dynamics 365, and both also worked at Amazon in executive positions in the Fulfillment department. Neither has experience in the tabletop gaming industry.
 

Riley

Legend
Yeah. WotC is not trustworthy. The OGL is dead. Long live the ORC.
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Scribe

Legend
I've mostly be in 'reaction' mode for all this, so forgive this bit of rampant speculation, but I really really think this is it.

Its about products like Level Up. Level Up is a complete rule set, using the 5e SRD as its core. It is compatible with 5e, and hence will be with OneD&D, and everything else within the ecosystem.

Therefore, the 'evergreen' edition of D&D is factually being sold, by someone that is not Wiz-Bro.

Clawing in additional profit? Yeah thats nice, but in the grand scheme, it likely was peanuts, especially from all the smaller creators (at a total of $0 likely).

Adding in language that is unrelated to the game? Absolute fluff. Not even worth discussion.

The OGL though? Heck, I dont think they even care about 3.5, as that horse already bolted, and its name is Pathfinder.

No, the real issue I'm starting to think, is OneD&D = Evergreen = 5e = SRD already out there = 5e-alike products that can be STAND ALONE games.

You could conceptually play a wider, deeper, richer game of 5e, with ZERO Wizards of the Coast products. Right now, today, with 3PP books and Level Up as your core.
 

DMZ2112

Chaotic Looseleaf
Let’s try to remember that as insulted and betrayed as we are all feeling, Wizards is actively trying to deflect attention away from their efforts to deauthorize the OGL 1.0a, and they don’t have far to go.

Even before the attempted walk-back, discourse on D&D Beyond was largely focused on the wrong parts of the new license, with many fans tied up in knots about liability clauses that have been standard for 50 years, or in outrage over the mere idea of royalties.

The first wave of conciliation is going to form among fans who feel like their concerns have been addressed and don’t want to believe that Wizards is trying to hurt people. But Wizards’ intentions don’t matter; don’t give their defenders ammunition.

To put it tersely, we can’t afford to clutch at pearls, because there are (at least) two groups who are actually hurt by these actions: 3PPs, and the creative staff at Wizards.

I know this is obvious, but I point it out for two reasons: first, it’s important to stay focused on Wizards’ actions, not their attitudes, to protect 3PPs. Wizards could be deauthorizing the OGL 1.0a because they genuinely believe it is in the best interest of the community and industry, and it would still be wrong and destructive.

It is indefensible, no matter their regrets or excuses.

Second, the creative staff at Wizards is the likely source of many of these leaks, and they are probably angrier than most of us. I hope they are angrier than most of us. But that’s the thing; Lin Codega’s sources are not impassive dictaphones.

I’m sure they are trying to be honest, and that Codega is reporting ethically, but she’s undoubtedly sifting through conversations with people clenching their jaws so tightly that their teeth are exploding. There’s going to be a healthy amount of “my boss is a dick” that filters through.

Don’t let’s get bogged down in how ignorant we all think megacorp executive leadership is. This was not a surprise; at worst it is an unfortunate confirmation.

What matters is that Wizards is trying to deauthorize the OGL 1.0a. Let’s stay on point.

The time of the ORC has come. It should begin with taking OGLiath. :)
 

whimsychris123

Adventurer
It seems like WoC isn’t going to change their mind. This will eventually be settled in a court of law. Can the 1.0a be revoked or not? An entire industry will fall into the hands of a single judge. I hope that judge goes with the intentions of the original OGL.

I pretty much have lost faith in WotC and feel no loyalty to brand. If I continue to play D&D, it will definitely be with past purchases, 3pp, or my own homebrew. No more D&DBeyond or new purchases from WotC.

Sigh, I was looking forward to the movie and even the next edition but now I just have a bitter taste in my mouth. Sorry, not sorry, WotC, I’m moving on.
 

doctorbadwolf

Heretic of The Seventh Circle
Yeah. WotC is not trustworthy. The OGL is dead. Long live the ORC.
We will see. Multiple companies have indicated willingness to go to court to prove that the OGL isn’t dead, and can’t be killed, ORC nonwithstanding.

A lot of folks are going to want to keep pushing wizards until they can feel good about playing D&D again.
Hopefully there was more to the term sheets than those crumbs. If that was it, they were basically saying "we won't screw you over quite as much as other people - now we'll pause for you to heap thanks and praise upon us". The only thing that might have made that palatable is if they opened up their product identity and made it more like a licensing agreement. Then they might be earning their 15% cut.
I told my wife the other day, they thought they were being generous when they put out the OGL 1.1 offers to 3pp.

To them, the default isn’t “no royalties” it’s “D&D is ours. If you want to make stuff for it, you have to pay to license it. How dare you!?”

That’s why they’re on the back foot right now. The community slapped them and told them to go home and rethink thier life, and that has partially realigned thier perception of reality.

We will see if they come back this time with a clarified update that assured us that the OGL 1.0a is irrevocable.
 

Nobody went with the 1st GSL, they went with the revision of the GSL that took out the OGL poison pill clause. That is why there is a Kobold Press Midgard 4e GSL bestiary as well as an OGL Pathfinder one, and OGL 13th Age one, etc.

So now that is a moving goalpost.

Noone signed the OGL 1.1 too. But if you do compare both, compare the first issues that actually poisoned the relationship between fans and wotc at their respective times.

To the rest: it is a very different thing, if you have to cease selling your backcatalogue or if you can still reprint it.
I guess pathfinder rulebooks still sell well enough. Without the royalties and right giving away and termination clauses, there might be no problem just releasing new stuff under 1.1...

So again: rebelling against the OGL 1.1 was the right move. I think now that it is off the table, you should go back to the table and try to find a good agreement for all instead of burning the bridges which might harm everyone involved.

But I guess, Paizo and every other 3PP who wants to test different waters might have more insight than I have.

As I said elsewhere, I think seeing everything in the worst light and calling everything unforgivable does not help anyone. Sometimes it just needs a reminder once in a while, that we as an RPG community are partners, not just consumers to extract money from.
 


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