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

 

[This Effin’ GM]

They're under NDA, so they can't comment.

In December, WotC licensing folks reached out to me for one of these meetings, but that didn't pan out.

Yeah I figured they would be under NDA.

 

[ReshiIRE]

They're under NDA, so they can't comment.

In December, WotC licensing folks reached out to me for one of these meetings, but that didn't pan out.

Fair play for not saying anything until now - I can imagine the temptation must have been strong =p

 

[This Effin’ GM]

Fair play for not saying anything until now - I can imagine the temptation must have been strong =p

One would hope. But I think it’s easy to assume everyone would be on the right side of this. Personally I believe there may be one or two that we’re willing to sign, but that’s just me being negative and there is 0 proof to back up that belief.

 

[This Effin’ GM]

My question: who were the companies offered these terms and which ones have been quiet during all of this?

I guess what I mean is I am wondering if any accepted these terms. I should not have implied silence was complicity, because they have businesses to worry about and not being sued by a company with better lawyers is a good business practice

 

[Dausuul]

One would hope. But I think it’s easy to assume everyone would be on the right side of this. Personally I believe there may be one or two that we’re willing to sign, but that’s just me being negative and there is 0 proof to back up that belief.

Given the terms, I find that very hard to believe. It was a ludicrously bad offer, and reducing royalties from 25% to 15% would not make it good or even tolerable.

 

[Matt Thomason]

It is plain to see that any walkbacks do not represent a change of heart, but a change of strategy; instead of one big change to the OGL they now plan to do incremental changes once "fans have forgotten" and in the meanwhile they will tell all kinds of lies like the one trick pony they are.

The only real change is that as we speak they are plotting their revenge "against those meddling kids and their stupid dog"

It is absolulely my worry that the new OGL will still contain a clause allowing them to change the terms in the future and revoke your usage if you do not agree, allowing them to selectively prune people in small enough numbers that it doesn't upset the entire audience at once. Push out a VTT company here, a website there, a certain type of monster book there, and before you know it there's only them and their favored partners left because everyone saw each change as a minor issue until it was too late.

 

[This Effin’ GM]

Given the terms, I find that very hard to believe. It was a ludicrously bad offer, and reducing royalties from 25% to 15% would not make it good or even tolerable.

Agreed it’s not a good offer. But (1) running a company doesn’t automatically confer the best business sense and (2) how many people release things on DMsGuild that don’t technically need to be (not in violation of IP) for the benefits of having more eyes on it?

I dunno.

 

[overgeeked]

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

 

[Fallen star]

Given the terms, I find that very hard to believe. It was a ludicrously bad offer, and reducing royalties from 25% to 15% would not make it good or even tolerable.

It doesn't matter if they remove the royalties altogether. The purpose of OGL2 is control , not money.

I'll give you an easy example: Race.

WotC has decided that "race" is a bad word, and they are switching to "species". That's fine. The problem is that under the old OGL, third party publishers can continue using the word "race." That would undermine whatever WotC thinks they accomplished with the language change, and possibly lead to more contention in the fan base.

Under OGL2's inclusivity clauses, they can force publishers to change the language, and even pull printed material after the fact, whenever the dialect progresses.

Reducing or even removing the royalties in their supposed response to fan outrage is a smokescreen. The trap is still there.

 

[GDGD]

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.