One of the key ingredients for creating a successful video game is having a great team. Before deciding to provide funding, a publisher will carefully assess whether the development studio has the skills, experience, and capacity to deliver the promised game. Naturally, the publisher also wants to ensure that the key members responsible for that quality remain committed and available throughout development. This is where the Key Personnel clause comes in.
What is a Key Personnel clause?
The Key Personnel clause in a video game publishing agreement puts an obligation on the development studio to have certain identified team members work (full time) on the game.
The clause may also contain additional provisions, such as:
- What happens if a team member resigns;
- Which criteria are applicable for replacements;
- Whether the developer needs prior consent before reassigning a team member to another project
The importance of a key personnel clause
A video game publishing agreement is signed between the publisher and the development studio—not between the publisher and the individual developers.. However, when a publisher decides to fund a project, their decision is often based in part on the people behind it.
Because of this, publishers want contractual assurances that the key individuals—such as the lead programmer, creative director, or producer— will remain dedicated to the project during development. The clause gives the publisher confidence that the team they invested in will actually be the team delivering the game.
Example of a Key Personnel clause in a video game publishing agreement
“Developer agrees to:
- employ a development team according to the Key Personnel and Staffing Plan attached as Exhibit X;
- ensure that each of the Key Personnel will work full-time and exclusively on the Game until its completion;
- use its best efforts to retain the Key Personnel;
- seek Publisher’s prior written consent before reassigning any of the Key Personnel to another project:
- promptly give Publisher written notice if any of the Key Personnel contracts are terminated or if any Key Personnel end their employment with Developer;
- replace such Key Personnel with an individual of equal or greater skill as determined in good faith by Publisher (failure of which will be a cause for termination of this Agreement); and
- notify Publisher of any proposed Key Personnel replacement (Publisher, in its sole discretion, may approve or reject of any proposed replacement).”
This example shows how detailed Key Personnel provisions can become. Each line gives the publisher more oversight and approval power regarding the people developing the game. For a developer, it’s therefore important to make sure the clause remains workable in practice.
How to review and negotiate a Key Personnel clause
Before diving into specific points, it helps to look at the overall balance. The goal is to give the publisher confidence in the team, while giving the studio enough flexibility to keep development moving if circumstances change. The three topics below are where most of the negotiation happens.
Define duration by project phase
One aspect to take into account is how long the obligation lasts for each team member. This becomes particularly important when the contract requires a full-time commitment. Not all rolles are needed at the same intensity throughout the entire project.
For example, concept artists and writers are often most involved during the early stages of development, while programmers and QA testers play a larger role later. It’s therefore reasonable for the developer to request that certain team members be allowed to gradually shift to new projects once their main contribution is complete.
This flexibility helps the studio prepare for its next title without leaving the publisher feeling abandoned mid-production. It also shortens the gap between releasing one game and pitching the next, which is crucial for maintaining a stable business cycle.
Stuck on legal fine print?
Let us decode it for you.
Plan for resignations beyond the studio’s control
Even with the best working environment, people sometimes leave. It is simply not possible for a development studio to prevent resignations. Because of this, it’s important that the Key Personnel clause includes clear procedures for dealing with such situations.
Without these, the departure of a key team member could technically be considered a breach of contract, even though it is outside the studio’s control. A practical solution is to include a replacement period—a set timeframe in which the developer may replace the departing employee with a suitable candidate.
This approach provides stability for both sides: the publisher is reassured that the position will be filled, and the developer avoids being penalized for normal staff turnover.
Set approval criteria for replacements
Be cautious with provisions that give the publisher the right to approve replacements. While it’s understandable that a publisher wants to maintain oversight, this can lead to delays or disputes if they reject candidates without clear criteria.
A more balanced approach is to agree on objective standards for replacements, such as requiring that the new team member be equally skilled or experienced as the person being replaced. Although this wording leaves some room for interpretation, it reduces the risk of not meeting milestone obligations because a replacement is rejected by the publisher.
Before you sign: summary and next steps
A Key Personnel clause should give the publisher confidence—but not freeze your studio. Developers should aim for a clause that acknowledges the realities of team turnover and project phasing while maintaining fairness and flexibility.
Before signing, carefully review:
- Which team members are designated as “key”;
- How long their commitment is required;
- What happens if someone leaves; and
- What approval rights the publisher has for replacements.
If the clause feels overly strict or impractical, have it reviewed by a legal professional experienced in video game publishing. The right adjustments can prevent unneccesary tension during production and keep both sides focused on what matters most: finishing the game.
Next up, we’ll look at Third-Party Software & Engines: a clause that determines what external tools or licenses you can use in your project and how they affect your publishing deal.