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.

Cancelled D&D Beyond Subscriptions Forced Hasbro's Hand

Swift consumer action prompted Dungeons & Dragons publisher Wizards of the Coast to to scrap licensing updates. The players aren't done yet.

gizmodo.com

 

[Abstruse]

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]

"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]

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]

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

 

[Scribe]

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]

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]

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]

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.

 

[UngeheuerLich]

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.

 

[UngeheuerLich]

In that instance, I don't think that "Golarion" could be called a product line. Something like the Pathfinder Player Companion seems more likely to fit that particular bill.

Your guess is as good as mine, I guess....