Practical Contract Law 201 for Indie Developers: Moderately Scary Edition

[Music] good afternoon everyone sorry about the heat welcome to practical contract law for indie developers 201 not scary edition are actually moderately scary edition last year was not scary edition so before we get started I want to remind you this will be in the vault and also please fill out your session evaluations my name is Chris Reid and I'm the founder of Chris Reid law we're a firm that works with game developers and game industry professionals helping them with a wide range of legal issues including today's topic which is contracts but before we get started I like with the help of my co-counsel mr. Phoenix Wright to remind you I am NOT your lawyer and this is not legal advice it's legal education and I hope it will be helpful my goal today is simple I want to help indie developers be less scared and understand more about the common contracts that they're going to encounter so we're going to cover some legal basics and then I'm going to go over five contracts that you're likely to run into as an indie developer for

each contract I'm going to tell you when it comes up what you need to know about it why you should care and how that gets scary if you don't and what terms we need to look after last year for my 101 talk I estimated that we'd need probably about this much time to go through everything you need to know and it turns out that was an underestimate just to get over contracts we're probably going to need about this much time so unfortunately we still only have enough time for two games of hearthstone so consider this more of a tutorial let's start with a couple of basics about contracts a contract is a voluntary agreement between two or more parties to do something reasonably specific with an exchange of value for something that isn't illegal sorry dark brotherhood so when do you need a contract this one is very simple before you do anything with anyone please remember this contracts are everywhere in the game industry we've

got the five that we're going to talk about today but there's also a host of other situations where you might encounter a contract and need to know about it I know that most people hate contracts you have the same opinion that mr. torgue does mostly people say they're written in the legalese it's impossible to understand what's wrong with lawyers whether they write that way it's probably a lot that's wrong with lawyers but for the programmers in the audience I'd say you wouldn't write crappy code just because someone said it looked programmer II the words are there for a reason they do things specifically contracts help provide clarity and predictability in a business relationship they also get the parties thinking and talking about things they might not have considered just by negotiating it which means it's less likely that there's going to be a dispute and if there is a dispute having that contract provides for the worst case scenario but it also provides for unexpected success if you start making millions if there's this runaway success it's important what those percentages are suddenly and finally some things

require a written signed agreement to accomplish specifically the transfer of copyright interests this is incredibly important you can't do this with an email and if you don't have that contract you don't own that code basically contracts are a rule book for a business relationship you may not need it very often you might not have to look at it if things are going well but you're going to be really glad that it's there if you have a dispute and on a related note my friends no longer play board games with me a word about boilerplate the so called boilerplate sections this is generally in the general section at the end of a contract a bunch of small boring looking fine print I want to urge you not to skip it there's a lot of important settings in here are you agreeing to arbitration where do you have to go to court does one side have to pay attorneys fees so look through this section in any contract and finally some practical concerns my number one rule here is the contracts don't enforce themselves

they're not magical it's not Harry Potter you actually have to take action it's not going to stop someone from failing to pay you even if you have a good contract and enforcing that legally might take time and money if there's a dispute and my second point here is please don't use what I like to call Franken contracts where you get something off the internet and then your friend sends you a contract and you put a couple freight you know things in from there and and someone else sends you a clause and then you say that's probably good enough this is often worse than having no contract whatsoever because you're now effectively using code that you've never read you have no idea what it's going to do and it may not even make sense if there's a dispute so let's get on to our first contract of the day the non-disclosure agreement or NDA this is between someone disclosing confidential information and someone receiving confidential information it comes up in a couple scenarios perhaps if you're interviewing a contractor for a job and you don't want them to be able to disclose info about it if you don't hire them and also if you were making a

confidential game pitch and don't want them to reveal details about the the game idea so why do we care about one of these agreements well first off it's the only way to really protect abstract ideas and mechanics as a note these are things that are not protectable under regular copyright law it's also a good way to protect trade secrets that's a type of IP that covers things like customer lists or pricing models a finally it's just a way to keep certain stuff secret you know maybe the launch date or some details about the main character that you're hoping to save for a marketing splash and these can be scary just recently oculus lost a five hundred million dollar verdict in part because they were found to have breached an NDA these contracts have teeth just like the Kaka daemon so what do we want to put in one of these first off you need to know if it's going to be a mutual NDA or a one-way NDA meaning are we both sharing

information or is only one person receiving that information and the other ones sharing it but the core of an NDA is going to be the definition of confidential information you're sharing some stuff what is that stuff how broad is that definition everything I tell you or is it narrow and do I have to mark it is it going to be saying confidential on the top of every document what happens if I tell you on skype do I have to email you later these are things you have to consider you then have to think about what the permitted uses are so what can they do with this information are they signing the end a just so that they can look over your stuff and decide if they want to work with you and they're not allowed to use it for any other purpose or is this something where you're working together and there it you know put it into a game and finally you need to know what their obligations are for keeping it secret how long does it last is it for a year or is this to their grave and who can they tell how narrowly do they have to keep this information from their employees finally a couple of practical concerns first off they can just say no not everyone is going to agree to sign an NDA so then you still have to decide

if you want to tell them and like I said before enforcing costs time and money it's not magical they're not going to be forced to not say anything they could still disclose this stuff so let's move on to our second contract work for hire agreements these are incredibly important and they're between a developer and a contract or really anyone that's contributing something to a game which actually includes the owners of a studio there's a related type of agreement called an invention assignment agreement and the owners need to sign this as well as contractors signing work-for-hire agreements because this is the agreement that allows the studio to own the IP that's created brief copyright lesson the default rule is that if someone creates something they own that copyright meaning your artist owns the art your sound person owns their sound coder owns the code unless you have this exception which is that it's work for hire and you need this written signed agreement to accomplish that in most cases it also

helps with some tax issues but I would say ask your accountant I don't do tax these can absolutely lead to disasters I've dealt with clients who had games pulled from Steam and an angry former contractor with a bad or non-existent contract did a DMCA I've seen very expensive fights where they've had to pay people off you just want to make sure that it's clean and clear up front to avoid this so how do we make that happen well first off we got to look at the IP rights section it's called work-for-hire agreement because it sets up this work-for-hire arrangement where the company is the owner of the IP you also want a little backup clause it says look if for some reason a court doesn't agree to that then you agree to assign it one way or another company owns it there might be an exception if an artist wants a license to display things in their portfolio and that's fine but just make sure that you have some control over when they do that and what they display you don't want them putting our data up before you launch the game then you got to figure out how are you

going to pay this person normally you pay them either hourly or maybe with milestones maybe there's a cap or with rev-share which is quite popular among Indies let's take a little bit to talk about rev-share because this comes up a lot Reb sure is fine but you can't just say 10% of the game that doesn't mean anything you need to think of a couple of key details here first 10% of what what is net revenue so what are you deducting from that is this before steams cut after steams cut what happens if a publisher's involved those sorts of things then you need to think about whether this takes time to vest so are they immediately entitled to this money this rev-share when the game comes out or do they have to have earned it by working for the game for a certain amount of time you need to think about which platforms are covered if they're working on the Steam version and you think maybe it'll be on console later and they're not working for you do they get console revenues as well and finally

which products does this cover are we talking just the initial game or are we talking sequels prequels DLC that kind of thing this can massively change the scope of what you're paying speaking of scope you also need to have a written statement of work that describes the scope of work what someone is delivering to you what is this contractor doing not just a sentence some art assets you need to list it because then they know how much they have to do and you know what qualities need to be delivered for you to pay and if you're not satisfied or honestly if you need to cancel the game there needs to be a clear ripe for the developer to terminate you don't want to be obligated to pay people for work you don't need and then you're going to need to think about what happens when you terminate them are you going to pay them look over these things that can lead to a big dispute and next we have a trio of very scary sounding sections called representations warranties and indemnities basically this just means what are they promising and what happens if it's not true specifically you're

going to want to make sure that this is about intellectual property infringement they promised that they didn't steal this stuff from Disney and if they did in Disney sues you they're the one that's on the hook contractors on the hook and that's doubly important because as a developer if you do a development agreement for a third party or you have a publishing agreement you're going to end up making this exact same promise to your publisher and it needs to be true and finally sometimes you'll see non-compete and non-solicitation clauses in one of these these are some people don't like them some states one enforce them if they're very broad but be aware that they could be there so let's move on to development agreements which I just mentioned this is often between a client who is paying for development and the development studio that they're hiring it's going to come up sometimes when a publisher foots the bill and it's more of a hybrid model but more often for Indies they might be hired just to make some money by say Cartoon Network they

want you to make a game okay great so why would you need to develop an agreement well because this game could take you a year two years to make and it's going to ensure that you get paid while you're doing that it's also going to make sure that you know exactly how much work you're signing up for this is one of the ways that Studios go under first off they've got a project that ends up taking twice as long and they don't get paid a single cent more which could sink you or I've seen Studios go down when they had a project cancelled right in the middle and they had to fight to get paid what they were already owed from that project and they had to look for new work so we can avoid this first off a familiar face intellectual property rights in an agreement like this probably the client is hiring you to make the game for them so they're going to end up owning the rights that's fine but with two key exceptions first off you don't assign these rights until you get your final check and that way

you have leverage if they decide that they don't want to pay you which can be very important practically another important thing that you need to have in this section is what's called developer tools this is an ownership right that you have and what I would call your special sauce so basically engines code libraries know-how that you've developed while working on this game that you might use in your own games in the future or in future projects you want to state the company that you're working for doesn't get to own it they get a license and the developer keeps ownership of this that way they can never stop you from using it in the future and in fact they can't even reverse engineer it next you want to know how you're getting paid that's why you're doing this right so you're probably going to get paid some flat fee for the for the project but you want to make sure that some of that upfront ideally 50% if you can swing it and then you're going to get paid the rest in milestones as you deliver the content so first playable alpha beta that sort of thing make sure that there are clear

terms as to when you've delivered they can't just sit on it for three weeks and then tell you they don't like it five days and if they don't tell you then it's deemed accepted that's the kind of thing you want if there's rev-share make sure we do all the same you know sort of maths that we did before when we talked about rev-share you got to think about those details and you also again have to think about scope of work this could be a big project you need a game design document tech specs that list the features you're developing not just what the features are but how many are you doing five levels or 50 levels two character models or 20 that's a big difference and to go with this section you want a section that allows for what are called change orders meaning if they want more stuff outside the scope they have to sign an agreement that says they're going to pay you more money you tell them how much it costs and if they don't want to sign that you don't have to do it this prevents what's called scope creep and that can be the death of

a studio death by a thousand cuts clients don't understand game development they think it takes two minutes to change something really it takes two weeks so this protects you and likewise you are protected by a good termination section you need to be able to get out of a bad deal if someone is not paying you so you should have an ironclad right to get out of the agreement if you have a late payment and the right to claim what you're still owed additionally your client is probably going to want to know if they can have the right to terminate for convenience this means is essentially they need to stop the project cuz you know match-three is aren't hot anymore whatever they decide that's fine but you want to make sure that you're going to get paid a kill see that means they're going to pay you a flat amount that you agree to or maybe all of the next milestone this gives you a cushion so that you're not caught with no money when you're looking to find a new project for the studio and finally I told you you do reps and warranties again they are definitely going to make sure that you promise the whole game you deliver is free of infringing material

and for that to be true you've got to make sure that you've signed all those work-for-hire agreements they're also going to make sure that you don't have any Easter eggs hidden in the game they do not like hidden features ever since the gta3 hot coffee issue so make sure that you disclose this because you could be on the hook if there's liability there so some practical concerns about development agreements if you're not getting paid don't wait contracts don't enforce themselves you need to speak up for yourself and assert the rights you have so give them notice of breach as soon as they have a late payment stop working don't do work for free and if it's the last payment don't hold it just don't hand over the code until they've given you that final check to politely paraphrase one of my fellow lawyers if you pay me so let's move on to publishing agreements which I'm sure you're all familiar with it's between a publisher and a developer with respect

to a game these come up basically if the publishers funded development which is sort of the old-school triple-a model you still see that and then it's more of a development publishing agreement but a lot of Indies end up with a mostly finished game and they need a publisher just for things like distribution or marketing or help with QA and that sort of thing so why do we care about a publishing agreement well if you have a publishing deal you want to define how broad the publishers license is how you're getting paid on your game because it's your game and what exactly the publisher is actually doing for you these can easily get scary games can get stuck in limbo with a publisher that and care about them and no way to get out I have had for example two clients who both came to me wanting to get out of publishing deals with the same publisher one of them got out I sent a single email took one day the other one it took months and they had to pay a lot

and the difference with a single sentence that was in the termination section so let's make sure we know which terms to look out for by now I think you can all guess what is coming first IP rights you want to make sure a that you're not assigning the rights to your game so if you're assigning the copyright that means you've sold the game they own it now and also make sure there aren't any sort of gotchas where if you're late they suddenly own your game but if it's just a license for them to sell your game that's not good enough to say it's a license you need to know a lot of things about how broad this is so first how long does that license last forever one year how broad is it geographically you may not want the same publisher in China that you have in the EU they may have different connections and then you need to know which platforms it covers does your publisher know anything about mobile then why are they entitled to publish you on mobile and finally and this is huge which products is it covering is it just your game or are we

talking about sequels prequels DLC or maybe we're even talking about games that you make later that have nothing to do with this game I've seen all of that sneak its way into the IP rights section so have a close look at that also have a close look at how you are getting paid normally this is done in a publishing agreement as revenue share you'll see 30 70 in favor of the developer as the standard I don't buy that as a standard I think that you should argue for every percentage point and that they should justify what they're doing for you but as it's going to be revenue share you need to think about all the things we talked about before but you also need to consider one additional key point which is recoupable expenses so your your publisher may say hey we're going to give you an advance to finish the game we're going to spend X thousand dollars on marketing great but if those are listed as recoupable expenses it means they're going to get paid back before you see a cent so now you're 3070 split is a you know the 100 0 % split in their

favor and you don't see money for a while you can negotiate this and you can make sure you know which things are recoupable next make for the publisher is actually promising to do specific things I see this all the time it drives me nuts the developer's obligation section is like one sentence that says we're going to publish and promote the game that doesn't tell you anything they should be telling you how much money they're going to spend on marketing and if they're not going to tell you that they should be delivering a detailed marketing plan that you have approval rights over they should be telling you things like are they going to be flying you to GDC in packs are they going to put you in the booth are they going to pay for that how often are they going to put you on the website you need to know these things they should be promising specific stuff because you're giving them your game and they're taking a cut and finally if they're not doing a good job you need an escape hatch the termination clause that I talked about before ideally you want the ability to walk away with 30 days notice but if they're

not ok with that at least limit the time that they have this license for try them out for a year and then renegotiate or you could ask them to guarantee a certain amount of revenue per year they said they'll make it a hit if they can't do a good job then kick them to the curb they shouldn't be your publisher finally some practical concerns it's not 1993 you don't need a publisher but if you do have a publishing arrangement you definitely need a contract and you need to make sure that they earn their percentage and get out if you're not happy our final contracted end-user license agreements or EULA's is between a developer and your players you need to have it in place before anyone downloads and installs or uses your game and that includes your beta testers and look I know that nobody cares about EULA's you basically have the same opinion as the doom guy has of expository dialogue get

out of my way let's get going but these are important because they're the only way you're going to impose legal obligations on your players with respect to your game and that's the way that you're able to roll what liability you might have they can easily get scary users can and do sue game developers and publishers as famously happen with Linden Labs and Second Life so what do we put in one of these things that nobody reads well first off it's a license agreement it's not a sale you're not selling a copy of the game you are selling a license to use it as long as they play by the rules you can then set some of those rules you need to make sure that players aren't doing things like uploading malicious code hacking impersonating the server doing hate speech griefing people all of these can be laid out in your EULA it's also a good place to talk about IP rights make sure you know and that they know that the developer owns the game if

they don't have a license to steal your stuff but you might want to let them use it for machinima or for streaming and that's fine but you need to be able to impose rules so that you can stop it if they're doing something that's offensive with your game likewise if your game involves user-generated content as many games do either people uploading things that are their own or creating within the game you've got to think about two things one reps and warranties again make sure they promise that they're not uploading copyrighted material you don't want to be on the hook for that in two you should have a think about whether the company owns what they create or the player owns it if the player owns it great but you want to make sure the developer has a right to use it because it's going to be on their servers you might want to use it for things like future development or marketing campaigns so you should have that license in there likewise if you have virtual items or currency in your game it needs to be crystal clear that these are not real property they only

exist in these people's accounts and you can delete them if they break the terms of the license sorry not sorry okay finally or penultimately you might want to put age restrictions in if your game has adult content or if there are privacy concerns as we talked about last year in the 101 and lastly this is the place where you limit your liability you need to disclaim certain things limit how much you can be sued for explain that you're not guaranteeing anything about the game that it's going to be the best game ever that multiplayer is always available that the servers will be eternal that sort of thing and of course you really need to address zombies the most important part of the EULA what happens if organized civilization collapses due to a zombie infestation well I would ask that you look at the Amazon Web service terms for lumberyard for a good example of how to handle this this is real so finally some practical concerns on EULA's third parties like Apple and steam will require you to put certain language in your EULA and forbid

you from having certain things and lastly make sure that they actually click through I know I know crazy some people don't read the EULA insane but you need to be able to show that they clicked I accept each time that you update it because that could be a barrier to enforcing it if there's a dispute so we've reached the end here what have we learned well I need a time machine so I can advise my six-year-old self not to sign this contract that my brother provided me with and in all seriousness though if I leave you with one thing don't cut corners on contracts I know it seems like that something that's for later but it is so much cheaper to get this taken care of in advance than to deal with a rolling dumpster fire later which basically might not be able to be fixed I want to thank my paralegal for all his help and with that we're at the end I'd be happy to take some questions now and in the spillover room and please make sure to

fill out your session evaluations thank you very much [Applause] [Applause] really quick on behalf of a friend of mine who's starting something new better to have a verbal agreement or to scratch things on a piece of paper if you can't afford a lawyer it's definitely better I mean the answer is it's better to to talk to a lawyer but to the extent you can think through some of the things I talked about and try to put it in writing that's always going to be better as long as you've thought through that writing because if it's an oral agreement you're just not going to remember both sides will think they remember and they'll remember different things but you know there's a lot that people don't think about so yeah better to have it in writing but much much better to have a formal contract yeah so if you get rid of a

contractor before you even finish signing the Contin the contract phase but they've actually done like one one round which you don't use can they later come back and make a claim so well first off anyone can make a claim no and that's not just a technical point because I've dealt with situations where people who basically have no legal rights make a stink right and those practical problems are real they cost time and headache and money but you're going to make it less likely that they come back angry if there was an agreement because then they can look at it and be like oh right I don't I don't own this um you can always try and fix it retroactively Lee I mean basically what's happening is if people work without a contract you're taking on risk that they might become angry if you don't use the any of the stuff that they created you're probably fine but there's always the chance that something else that's in there was inspired by it and they'll make an argument that it's a derivative work so it's better just to have the contracts for enforcement

EULA's is it sufficient to just show the code or that the process requires them to click through the EULA or is there some kind of record that needs to be maintained I just realize I'm supposed to repeat the question so the question was for making the EULA enforceable is it good enough to basically just show that there's code and that you have a flag that resets when it's a new version or do you need to really show that they clicked um I think that okay so this is mostly going to come up if you're actually in litigation the only time it's really going to matter is if a judge is deciding is this an enforceable contract and the reason that there's an issue here is that normal contracts you sign between two parties you can show they talked about it and then they signed a you'll is kind of a take it or leave it and so that's already on thin ice legally speaking so you really want to make it clear that there was no way they installed this without being aware of it and making it clear that you're supposed to agree in fact at the top of the EULA there's usually really bold text just to

double-check to say this is a license you don't own the game don't install it if you don't agree so that you can argue that even someone who just kind of looked at it has to have known there was no way they could have avoided that with their eyeballs that's that's what you want to be able to show Thanks yeah okay so I'm a freelancer and I sign contracts all the time but I never write them myself and the truth is I wouldn't know what to write if I had to start one myself so that question is is there any resources or like any templates or anyplace that it's like if I have to start a contract myself I have a guide right so the question was if you're a contractor and you need resources to figure out how to approach creating your own contract presumably because you don't want to go get a lawyer don't have time what are those resources that's a tough question for me because I'm torn between wanting everyone to do the right thing and have these contracts in place but you can screw them up if you kind of do a hack job of them I mean I'm not going

to lie of course there are people post contracts online all the time some of these sites are better if there is something that actually has comments on it that explains what's going on and it looks relatively professional that's probably less sketchy but I don't want to tell you to use tuff off the internet that's it's easy to become a Franken contract and a lot of my lot of my worst scenarios that I've had to deal with come from oh we've got a contract and then I look at it and it's you know it doesn't even apply to the situation they're using it in and so it actually makes both sides think that they really have rights that they don't so I don't I don't have a clean answer for you there unfortunately okay so is your suggestion just I don't know your basically if you can get yeah if you can get a lawyer again it's not like you're going to have to have them draft it from scratch every time right when I do a work for hire agreement for studio it's not going to be like I spend two hours every time they're going to get a form they're going to you know put the settings the way they like it and then slight tweaks depending on how they're

going to pay different people but it pays if you do a lot of work it pays to get a form once where you've talked to a lawyer and said look here's what I want here's the protections I want what should I be thinking about and then you can use that going forward right and that's that's sort of a - it's like buying a copy of Photoshop or something like that right okay thank you everybody yeah no worries the whole ghetto lawyer thing makes a ton of sense for all the contract work if we're just a small studio for the EULA's that's something that's a lot more approachable from like a template or you know hey this is what everyone on Steam does sure so the chances that you're going to have a large litigation based on your game well it depends on what the game is and how big it is and what the features are right easy it's multiplayer and there's you know all this virtual currency and people are putting in micro payments there's you know you can see there's probably a lot more risk than if it's this couch co-op game you know a rule that applies to all of this obviously scale what you can do to your budget and

EULA's yeah there are there are some fairly just cut and dry very simple EULA's the biggest thing is just limit have the limitations on liability make clear that it's a license all that other stuff I talked about though you should think about it if your game has those features yeah it's not top priority if you're small studio top priority is having those work for hire agreements making sure you own the IP and not signing random publishing agreements without reading but all of its important it's just yeah there's triage yeah you lose probably not as important of your game simple thanks yeah um the whole idea that you know these things are not magic and you need a lawyer sounds great but how do I find a good lawyer who can respect an Indies budget and actually know something about games sure so the question was it sounds great to say contracts aren't magical get a lawyer but what do you do on an

indie budget to find a lawyer that understands that and you don't just have piles of money to paraphrase so to two things one I would say that as far as them not enforcing themselves I mean you know some of that advice is actually just about once you have the contract remember to stick up for your rights that you have and as far as finding you know a lawyer - that will respect you know respect the fact that you're an indie I would talk to them I do initial consultations I think most other attorneys do things like that I would I would ask some hard questions and say look we're in India are you okay with this are you flexible that sort of thing and make sure they understand the game industry and they're not just like sort of a general contract lawyer so I maybe don't spend as much time with lawyers or you as you do where would I find them well I am one so you found one but is it good to have someone local to where you live though so you can meet in person or sure so there are a mix of

topics aside the question was it's a good app someone local you know to what extent you need that where do you find them right so as far as finding them I would I would say Google most you know most attorneys are are going to put their name out there and you know advertise what they work on and what their practice area is as far as locality there are some you know lawyers in the u.s. anywhere are licensed to specific States but a lot of what I talked about is general principles of contract law there might be small differences between states but a work-for-hire agreement is going to look the same in almost every state and things like IP are federal laws so if you're forming a business though probably get a local business lawyer you know you don't have to you probably want to use someone from a different state okay sir this is my last one yes are there like professional organizations maybe that specialize in games and indeed game development like is there a place I can go because I I have tried Google and even being like I've tried many search engines and I still I thought AltaVista

perhaps nice hot spot excuse me yeah and I would say that I mean I would say normally the answer would be go through the Bar Association but they they don't really know a lot of people who do you know do what I do there are the truth is there should be more of us for the game industry given its size but yeah I would ask around if there's any kind of like the local IG da might have connections I know I'm involved in that I'm involved in or an organization that the Indies you know work with called play crafting that's that's in New York so like lawyers if they're in the industry they're going to be enmeshed with the developer community so you can ask through that yeah sure okay we have time for one more and then I'll take the rest in the spill over hello you briefly mentioned like independent contractor versus employee classification issues and you very

replay and you said it was kind of outside your wheelhouse who would you talk to in more detail about that what kind of person am I looking for sure so easy two answers one talk to your accountant a tax person that someone who understands tax could be a tax attorney or just like a CPA and businesses definitely need a tax person to I just want to know a tiny bit more detail it matters the difference for tax purposes this contract cannot magically make them an independent contractor a lot of Indies want to classify them because if they're an employee it means that there's other obligations paying taxes that sort of thing the fact that you write this person is definitely an independent contractor doesn't naturally make it so there's a lot of things so basically the IRS is going to say okay that's nice to know I'll take that into consideration i'ma look at these six other things does it look like you're treating them that way so just be aware of that and definitely talk to an account okay alright so yeah CPA or tax attorney yeah someone who

knows tax thank you all right thank you very much I'm happy to go to the villa room [Applause]