Pillar 1 - NDA: before sharing strategic data
The first legal reflex in B2B is the NDA (Non-Disclosure Agreement, confidentiality agreement) It is necessary from the scoping phase, even before any detailed specifications, in 2 cases: if the buyer shares strategic data (org chart, financial data, confidential business process) or if the game itself will carry sensitive information (conformity training content, internal HR data, commercial methods).
An operational NDA is held in 2-3 pages. Three elements to be checked in the editorial. Perimeter - what information is confidential (by default everything, except for pre-existing public information). Duration : 3 to 5 years after completion of mission is standard; for very sensitive subjects, 10 years possible. Penalties - lump sum compensation for breach (often a moderate envelope on a serious B2B project).
Our practice at Craft Your Games: NDA systematically signed before any detailed brief, in standard format provided by our legal service. Of the 33 B2B projects accompanied, 100% started with an NDA. The legal cost is zero (NDA type reusable), the security provided is maximum.
Pillar 2 - Assignment of rights: scope, destination, territory, duration
The contract for the order of game B2B must specify the extent of the assignment of the property rights on the deliverable. Article L. 131-3 of the Intellectual Property Code requires, on pain of nullity, that the assignment specify 4 elements (b) scope (which rights: reproduction, representation, adaptation), destination (authorised uses), territory (France, Europe, world), duration.
Classic buyer error: the vague mention "the buyer acquires all rights in the deliverable". Legally insufficient and can be challenged in case of dispute (an illustrator, a game designer, a writer could retain rights not explicitly assigned). The parade: precise contract with these 4 listed items.
Model type for a B2B game: "The provider assigns to the client, on an exclusive basis and for the legal duration of copyright protection, the following economic rights over all deliverables: reproduction on any medium (digital, paper, object), representation in any context (internal, external, event), adaptation for subsequent evolutions of the game. Territory: worldwide. Destination: any non-commercial direct use by the client and its subsidiaries". Adapt the "non-commercial" if the customer resells the game (transfer extended to the marketing).
Pillar 3 - GDPR: if the game touches personal data
Many B2B gaming projects do not affect personal data, but 3 typical scenarios do. Case 1 - Player qualification questionnaire integrated into the game (age, function, experience). Case 2 - individual scoring system and collection of results. Case 3 - Companion mobile application which collects data of use.
In these 3 cases, mandatory GDPR compliance (European Regulation 2016/679 in force since May 2018, controls reinforced by the CNIL (RGPD) in 2025-2026). Four requirements to be included from the brief. Requirement 1 - legal basis - express consent, legitimate interest or contractual performance. Requirement 2 - Minimization - only collect strictly necessary data (no age if not relevant). Requirement 3 - transparent information : mention of which data is collected and for what purpose on the game/app. Requirement 4 - Rights of Persons : possibility to access, rectify, delete data.
Our recommendation for 95% of B2B projects: design the game without collecting personal data (anonymization of results, collective scoring only, no individual identifier) This avoids GDPR complexity and remains compatible with an impact measure at 30/90 days. The additional cost of a full GDPR component (impact assessment, processing log) on a B2B project is a moderate envelope.
Pillar 4 - Product warranty: default rates, returns, EN71 compliance
As for the buyer, requiring a guarantee produced in the contract is as important as the assignment of rights. Three essential clauses. Clause 1 - maximum accepted defect rateIndustrial standard: 1 to 2 % minor defects (scratch, micro-printing failed) on a lot 500-5,000 ex. Beyond: free replacement by manufacturer.
Clause 2 - Return Management and VAS. Procedure to be clarified: who supports the logistics return, within which time (usually 8 days after delivery to report a defect), alternative arrangements (free of charge with 4-6 weeks).
Clause 3 - normative complianceFor games intended for a mixed or potentially childish audience (family gift, consumer event kit), compliance with EN71-1 (mechanical), EN71-2 (flammability), EN71-3 (chemical) is mandatory. The contract must provide that the manufacturer provides the laboratory certificates corresponding to the delivery. Légifrance (CPI).
A contract without warranty product exposes the buyer to discover 200 defective games without solid legal recourse. Cost of adding clauses: zero (standard contract templates).Benefit: Full protection of the project budget.
Pillar 5 - Liability insurance product side manufacturer
The last pillar often forgotten on the buyer side: check that the manufacturer has a third party liability insurance (RC product) covering damage caused by the games delivered. Standard B2B warranty: multi-millions coverage per disaster.
The scenario to anticipate: a manufacturing defect causes harm (a poorly sanded wooden token injures a participant, non-compliant ink causes a skin allergy, a detached piece presents an undetected choking risk). Without product liability insurance from the manufacturer, the buyer (as the entity placing the game on the market under their brand) becomes directly liable and on the hook. The cost of a lawsuit can reach a very significant amount.
Our practice: RC product insurance certificate provided automatically with each B2B quote. If a manufacturer refuses to communicate it, it is an alarm signal - either he does not have one or the ceiling is too low. Good buyer practice: require a copy of the valid certificate at the time of signing the contract. Cost to the buyer: nil. Security provided: maximum.
Sources: CNIL (RGPD) · Légifrance (CPI).
Have a custom game project?
Design, manufacturing, delivery turnkey. Detailed quote within 48 hours, free and no commitment.
Request a quote in 48hAre you carrying out a project on this subject and you want to secure its design, remuneration and production? We talk about it. Estimated quote within 48 hours, by a human, after defining your needs.
Request a quoteQuestions frequent
Do you need an NDA before the first manufacturer appointment?
Not necessarily at the very first contact (presentation of the general need, request for price range). The NDA is required from the detailed brief phase where the buyer shares strategic data or plans to share confidential business methods. In practice, signing the NDA at the end of the first appointment is the optimal timing: trust is established, the project is sufficiently qualified to initiate the steps.
How much does the full legal security of a B2B game project cost?
If the manufacturer provides standard templates (NDA, assignment contract, warranty clauses, RC product certificate), the cost is zero on the buyer side. If the buyer wishes to have a specialized intellectual property lawyer validate, count a moderate amount of fees for rereading/adapting clauses on a standard B2B project. It is a profitable investment in the face of the risk of a post-delivery dispute.
Should the contract be one or more documents?
The recommended practical organisation: a framework contract covering general terms (transfer of rights, confidentiality, guarantees, insurance), supplemented by a project-specific order (deliverables, calendar, quantities, prices). This structure allows the framework contract to be reused on several projects with a regular manufacturer without renegotiating legal terms at each order.
What if the manufacturer refuses an exclusive divestiture clause?
Some manufacturers incorporate generic elements (non-personalized game mechanics, standard illustrations in their catalogue) into reusable models - they cannot give up exclusivity on these elements. The parade: distinguish in the contract the elements unique to the project (exclusive assignment) and the generic elements (non-exclusive license). This distinction satisfies both parties.
What happens if the manufacturer goes bankrupt after delivery?
The rights already assigned to the buyer remain acquired (settlement upon payment). However, the SAV guarantee and the management of returns become obsolete. To minimize this risk, require a deposit limited to 30% on the order and the balance after delivery conforms. Check the financial health of the manufacturer via the published accounts (societe.com, infogrffe) before a strategic project.