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Termination > For Material Breach - Pg. 200

The Publishing Contract 200 Because the publisher has so much money at stake and your business is to make games--not to manufacture, distribute, and manage a licensing program--the publisher is understandably reluc- tant to allow you any approval rights. Take some time to think about your priorities: how emotionally attached are you to the property? Is it more important to you that the property is done your way or that it is done at all, because that is often the decision until you reach the highest echelons. Costs The publisher will want you to pay for some or all of the cost of doing the licensing deals, often pro rata based on the way net receipts are shared (example: if you share the revenue 50/50, you will pay for half of the deal costs). You will want to avoid this for a few reasons. First, the attorney will be hired by the publisher and quite likely more inclined to represent its interests, even if you are paying a portion of the fees. Second, you will argue that you should not be responsible for paying the publisher's overhead, and attorneys--especially in-house counsel--are considered overhead. Particularly with large conglomerates, all costs deducted should be costs actually paid, not just accounted for. Credits and Notices If the IP originated with and belongs to you, you will want correct copyright and trademark notices prominently displayed on all manifestations of the property, including your company's trademark and logo. Termination The termination provision should be thought of as a prenuptial agreement, but with a bonus for blame. Termination scenarios fall into a few categories, generally: for developer's material breach, for publisher's material breach, "at will" or "for convenience," and bankruptcy. The fairest rule of thumb is that, in case of termination, parties are still fairly compensated for whatever they accom-