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`GERARD P. FOX (SBN 151649)
`
`
`gfox@gerardfoxlaw.com
`
`CHAKA C. OKADIGBO (SBN 224547)
`cokadigbo@gerardfoxlaw.com
`
`
`GERARD FOX LAW P.C.
`1880 Century Park East, Suite 1410
`Los Angeles, CA 90067
`Telephone: (310) 441-0500
`Facsimile:
`(310) 441-4447
`
`Attorneys for Plaintiff
`Tangent Games, LLC
`
`
`
`
`
`
`
`
`
`
`
`6/30/2020
`
`
`
`
`
`SUPERIOR COURT OF CALIFORNIA
`
`COUNTY OF SAN MATEO
`
`
`Plaintiff,
`
`
`
`v.
`
`TANGENT GAMES, LLC, a California
`Limited Liability Company
`
`
`
`
`
`SONY INTERACTIVE
`ENTERTAINMENT LLC, a California
`Limited Liability Company; SONY
`COMPUTER ENTERTAINMENT
`AMERICA LLC, a Delaware Limited
`Liability Company; and DOES 1-10,
`inclusive,
`
`
`
`
`
`
`Defendants.
`
`Case No.
`
`20-CIV-02698
`
`
`
`
`
`
`
`COMPLAINT FOR:
`
`(1) BREACH OF CONTRACT
`
`(2) BREACH OF IMPLIED
`COVENANT OF GOOD FAITH
`AND FAIR DEALING
`
`(3) FRAUD (FALSE PROMISES)
`
`
`
`
`
`
`
`
`COMPLAINT
`
`

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`Plaintiff Tangent Games, LLC (“Tangent” or “Plaintiff”), by and through its
`
`undersigned counsel, sets forth its Complaint against Defendants Sony Interactive
`
`Entertainment LLC (“SIE”), Sony Computer Entertainment America LLC (“SCEA”)
`
`(collectively “Sony”) and Does 1-10, and hereby alleges the following:
`
`INTRODUCTION
`
`This action is rooted in Sony’s breach of its obligation to pay at least $8 million
`
`in royalties owed to Tangent, a videogame developer, as required by development
`
`agreement into which the parties entered (“the Agreement”). Tangent developed
`
`the game “Here They Lie” (“the Game”) for Sony and, as compensation for Tangent’s
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`development efforts, Sony agreed to pay royalties for Sony’s distributions of the
`
`Game to PlayStation subscribers. Sony, however, has utterly failed to pay Tangent
`
`royalties for distributions of the Game to its PS+ subscribers.
`
`PARTIES
`
`1.
`
`Plaintiff Tangent Games, LLC (“Tangent”) is a California limited
`
`liability company with its principal place of business in Glendale, California.
`
`Tangent’s business is the development of videogames. Tangent previously operated
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`under the name Tangentleman, LLC (“Tangentleman”). Tangent, as Tangentleman,
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`entered into the agreement referenced in paragraph 7 that is the subject of the
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`parties’ dispute. Hereinafter, all actions carried out by Tangentleman shall be
`
`referenced as actions of “Tangent.”
`
`2.
`
`On information and belief, Defendant Sony Interactive Entertainment
`
`LLC (“SIE”) is a California limited liability company headquartered at 2207
`
`Bridgepoint Pkwy, San Mateo, California 94404. SIE handles research and
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`development, production, and sales of both hardware and software for the
`
`PlayStation video game systems. SIE is also a developer and publisher of video
`
`game titles.
`3.
`
`On information and belief, Defendant Sony Computer Entertainment
`
`America LLC (“SCEA”) is a Delaware limited liability company with its principal
`
`
`
`1
`COMPLAINT
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`office or place of business at 2207 Bridgepoint Pkwy, San Mateo, California 94404.
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`SCEA markets the PlayStation family of products and develops, publishes, markets,
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`and distributes PlayStation software for the North American market.
`
`4.
`
`Tangent has been dealing interchangeably with SIE and SCEA since
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`the events described in the ensuing paragraphs that relate to Sony’s breaches of the
`
`agreement at issue in this litigation.
`
`5.
`
`The true names and capacities of all defendants sued herein as Does 1
`
`through 10 (the “Doe Defendants”) are unknown to Plaintiff, who therefore sues
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`such defendants by fictitious names. If necessary, Plaintiff will seek leave of Court
`
`to amend this Complaint to state their true names and capacities when the same
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`have been ascertained. Plaintiff is informed and believes, and on that basis alleges,
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`that the Doe Defendants direct, control, ratify, participate in, materially contribute
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`to, profit from, induce, encourage, facilitate, and/or are the moving force behind the
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`violations of the causes of action raised herein or are otherwise liable to Plaintiff as
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`a result of their participation in all or some of the acts set forth hereinafter. Plaintiff
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`is further informed and believes and therefore alleges that each of the Doe
`
`Defendants was the agent of at least one of the named defendants, and in doing the
`
`things alleged in this Complaint was acting within the course and scope of such
`
`agency, and/or acted in concert with at least one of the named defendants, and is
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`jointly and severally liable to Plaintiff with said named defendants.
`
`JURISDICTION
`
`6.
`
`The instant court can exercise personal jurisdiction over SCEA and
`
`SIE as their principal places of business are in San Mateo, California. Venue is also
`
`proper in San Mateo County for this reason.
`
`7.
`
`SCEA and Tangent entered into a Development Agreement that was
`
`effective on January 31, 2015, (the “Agreement”). A true and correct copy of the
`
`Agreement is attached hereto as Exhibit 1. The Agreement provides that all
`
`disputes arising under the Agreement shall be litigated in San Mateo County
`
`
`
`2
`COMPLAINT
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`Superior Court. Accordingly, Sony is subject to personal jurisdiction for the
`
`additional reason that they have contractually agreed to litigate in San Mateo
`
`County Superior Court.
`
`GENERAL ALLEGATIONS
`
`8.
`
`The Agreement broadly called for Tangent to develop the Game for
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`Sony’s PlayStation 4 system in downloadable format and pursuant to a milestone
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`delivery schedule. The Game is a single-player experiential horror game. The
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`primary gameplay is a first-person trip into a dark, unpredictable nightmare realm
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`where the player will experience mysterious environments and characters in a world
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`that is surreal and profoundly unsettling. Gameplay focuses on exploration, clue
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`gathering and decision making. Player actions will require choices during
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`gameplay, which helps uncover how the existential narrative unfolds during the
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`game to reveal the haunting truth of Daedalus’ realms.
`
`9.
`
`During the parties’ negotiations of the Agreement in the month of
`
`February 2015, on information and belief, SCEA, through Philip Piliero, Senior
`
`Corporate Counsel, pushed for provisions that would allow Sony to distribute the
`
`Game to PS+ subscribers on a royalty-free basis. Accordingly, Mr. Piliero sent
`
`Tangent a draft of the Agreement that sought to carve out an exception to Sony’s
`
`obligation to pay royalties in a then proposed section 4.2.1 of the Agreement. SCEA
`
`requested that it be allowed to distribute the Game without any royalty obligation
`
`to Tangent as part of a PS+ game of the month program or similar PlayStation
`
`promotion. Tangent refused, communicating to Sony on February 11, 2015, on
`
`information and belief, that Tangent would not accept royalty-free distributions of
`
`its Game. Over the course of the parties’ ensuing negotiations, Mr. Piliero deleted
`
`the proposed language that would have authorized SCEA to distribute the Game to
`
`PS+ subscribers on a royalty-free basis.
`
`10. After dropping its demands to distribute the Game to PS+ subscribers
`
`on a royalty-free basis, SCEA never made the request again and the Agreement
`
`
`
`3
`COMPLAINT
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`contains no language specifying that Sony may distribute the Game to PS+
`
`subscribers on a royalty-free basis.
`
`11.
`
`Shawn Layden, then CEO of SCEA, signed the Agreement on behalf of
`
`Sony. John Garcia-Shelton, Director of Production, signed the Agreement on behalf
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`of Tangentleman, LLC.
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`12. The Agreement sets forth a broad royalty payment scheme. Section 4.2
`
`of the Agreement states that “SCEA will calculate and make royalty payments as
`
`set forth in Exhibit D. Royalties will not be due or payable on (i) no cost distribution
`
`of the Game (ii) a sale of the Game as a stand-alone unit at less than the total cost
`
`of goods plus federal, state, local or foreign withholding, sales, excise or value added
`
`taxes and duties; and (iii) distribution of the Game for replacement or corrected
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`copies.”
`
`13. Exhibit D provides the calculation of royalties as a percentage of the
`
`overall amount earned in sales, but it does not limit what sales constitute royalties.
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`Thus, outside of the three enumerated exceptions, SCEA agreed to pay royalties to
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`Plaintiff for all distributions of the Game. Moreover, the regime for the payment of
`
`royalties encompasses more than direct sales of the Game.
`
`14.
`
`In addition, Addendum 1 to Exhibit D specifies the payment scheme
`
`for royalties in the event that users download the Game via the PlayStation Now
`
`service.
`
`15. PlayStation Now (“PSNow”) is a cloud-based subscription service in
`
`which consumers buy a subscription giving them access to a library of games as part
`
`of their subscription fee.
`
`16. Per the plain language of the Agreement, a distribution made as part
`
`of subscription-based service to users counts as a distribution for which Sony must
`
`pay royalties. There is no doubt that such a distribution of the Game based on
`
`consumer payment is not “no cost” as there is a perquisite subscription fee. This is
`
`
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`4
`COMPLAINT
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`further illustrated by the Agreement specifically setting forth the manner in which
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`royalties should be calculated for PSNow distributions in Addendum 1.
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`17.
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`In addition, Sony offers a service called PlayStation Plus (“PS+”) that
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`is not mentioned explicitly in the Agreement. PS+ is analogous to PSNow in that
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`players pay a subscription fee and then gain access to additional features on SCEA’s
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`virtual network provided to their consumers. While, ostensibly, the primary
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`purpose of PS+ is to provide users access to online game features like multiplayer,
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`Sony also provides subscribers access to certain games it makes available as part of
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`the same subscription price.
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`18.
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`Sony has distributed the Game to PS+ subscribers. During the months
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`of August through October 2018, Sony distributed millions of units of the Game (at
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`least 3,784,870 units, on information and belief) to its PS+ subscribers.
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`19. Despite PS+ being a paid subscription service like PSNow, Sony
`
`refuses to pay royalties to Plaintiff for distributions of the Game made to their
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`subscribers of the PS+ service, despite it being available to them solely due to their
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`payment of the PS+ subscription price.
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`20. On or about April 5, 2019, Tangent, through its counsel, Jim Charne,
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`notified Sony that Sony had been distributing the Game to their PS+ subscribers
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`without paying royalties to Tangent and that Tangent was, therefore, contesting the
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`accounting statements provided by Sony to Tangent, which did not account for such
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`distributions. A true and correct copy of Mr. Charne’s April 5, 2019 letter is attached
`
`hereto as Exhibit 2.
`
`21.
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`Sony, through counsel, responded to Mr. Charne’s letter on April 24,
`
`2019, stating that Sony has a right to distribute the Game to their PS+ subscribers
`
`without paying royalties to Tangent and that Tangent was not entitled to revised
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`accounting statements that regarded PS+ distributions of the Game.
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`22. Tangent, through counsel, made further efforts on July 1, 2019 and
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`April 27, 2020 to convince Defendants to pay royalties for its distributions of the
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`
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`5
`COMPLAINT
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`Game to PS+ subscribers and to provide data related to the amount in units of the
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`Game Defendants had distributed to PS+ subscribers.
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`FIRST CAUSE OF ACTION FOR BREACH OF CONTRACT
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`(By Plaintiff Against All Defendants)
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`23. Plaintiff restates and incorporates by reference paragraphs 1 through
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`22 as though fully stated herein.
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`24. The parties executed and entered into a written agreement, the
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`Agreement, which is attached hereto as Exhibit 1. The Agreement constitutes a
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`valid and enforceable contract.
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`25. Pursuant to the Agreement, the contracting parties agreed that
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`Tangent would develop the Game and, in return, would receive specified payments
`
`for doing so. Defendants also agreed to pay royalties to Tangent for distributions of
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`the Game pursuant to paragraph 4 of the Agreement, which encompasses
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`distributions of the Game to PS+ subscribers.
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`26. Defendants have failed to pay Tangent royalties for distributions of the
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`Game to Defendants’ PS+ subscribers and, thus, have materially breached the
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`Agreement.
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`27. Tangent has at all times performed all, or substantially all, conditions,
`
`covenants, and promises required by it under the Agreement, including but not
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`limited to, developing the Game as required by the Agreement.
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`28. As a direct and proximate result of Defendants’ breach of the
`
`Agreement, Tangent has suffered, and continues to suffer, direct damages, the exact
`
`amount of which has not yet been fully ascertained but which is estimated to be at
`
`least $8 million.
`
`/ / /
`
`/ / /
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`/ / /
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`
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`6
`COMPLAINT
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`SECOND CAUSE OF ACTION FOR BREACH OF THE IMPLIED
`
`COVENANT OF GOOD FAITH AND FAIR DEALING
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`(By Plaintiff Against All Defendants)
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`29. Plaintiff restates and incorporates by reference paragraphs 1 through
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`22, as though fully stated herein.
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`30. The parties executed and entered into the Agreement, which is
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`attached hereto as Exhibit 1. The Agreement constitutes a valid and enforceable
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`contract.
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`31. Pursuant to the Agreement, the contracting parties agreed that
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`Tangent would develop the Game and, in return, would receive specified payments
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`for doing so. Defendants also agreed to pay royalties to Tangent for distributions of
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`the Game pursuant to paragraph 4 of the Agreement.
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`32. The Agreement contains an implied promise of good faith and fair
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`dealing that requires Defendants to refrain from taking actions, or refusing to take
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`actions, that unfairly interfere with the right of Tangent to receive the benefits of
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`the contract. Such benefits include receiving royalties for distributions of the Game
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`to Defendants’ PS+ subscribers.
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`33. As a result of the parties’ contract negotiations, Defendants knew that
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`Tangent was unwilling to accept SCEA’s proposal that SCEA be allowed to
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`distribute the Game to PS+ subscribers on a royalty-free basis and without
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`limitations and, therefore, dropped any insistence that the Agreement authorize
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`such distributions.
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`34. Nevertheless, Defendants proceeded to distribute several million units
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`of the Game to their PS+ subscribers without paying royalties to Tangent for such
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`distributions. In do doing, Defendants knew this was not acceptable to Tangent
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`and, therefore, acted in bad faith and unfairly interfered with Tangent’s rights to
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`receive the benefits of the Agreement.
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`7
`COMPLAINT
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`35. Tangent has at all times performed all, or substantially all, conditions,
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`covenants, and promises required by it under the Agreement, including but not
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`limited to, developing the Game as required by the Agreement.
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`36. As a direct and proximate result of Defendants’ interference with
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`Tangent’s rights to receive the benefits it was entitled to under the Agreement,
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`Tangent has suffered, and continues to suffer, direct damages, the exact amount of
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`which has not yet been fully ascertained but which is estimated to be a few million
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`dollars.
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`37. Tangent is entitled to damages for breach of the implied covenant of
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`good faith and fair dealing, the exact amount to be proven at hearing but which is
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`estimated to at least $8 million.
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`THIRD CAUSE OF ACTION FOR FRAUD (FALSE PROMISE)
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`(By Plaintiff Against All Defendants)
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`38. Plaintiff restates and incorporates by reference paragraphs 1 through
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`22, as though fully stated herein.
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`39. During negotiations, the parties contemplated and discussed what
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`scenarios would constitute “no cost distributions” and “direct sales of the game.”
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`Sony sought to incorporate language into the Agreement that would specifically
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`allow for distribution of the Game to its subscribers on the PS+ platform, royalty-
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`free. In no uncertain terms, counsel for Tangent stated its firm opposition to royalty-
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`free distributions, making clear that payment would be expected. In response, Sony
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`dropped these proposed lines in subsequent versions of the Agreement.
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`40. The Agreement provides for other situations which trigger the
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`payment of royalties that do not constitute “direct sales of the game” or “no cost
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`distributions,” such as the regime for distributions on PSNow, another subscription
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`service comparable to PS+, and bundling. That these situations entitle Tangent to
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`royalties demonstrates Sony’s interpretation to the contrary.
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`8
`COMPLAINT
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`41.
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`In proceeding to sign the Agreement, absent the rejected proposal, and
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`based on the parties’ joint understanding that distributions of the Game to Sony’s
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`PS+ subscribers would remain within the realm of situations in which royalties to
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`Tangent are owed, Sony promised Tangent this would be so.
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`42. Tangent relied on Sony’s promise. Upon receiving the final draft of the
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`Agreement, which did not include SCEA’s proposed language, it proceeded to
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`finalize the signing and execution of the Agreement, believing it would receive
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`royalties on distributions of the Game to PS+ subscribers and that Sony, like
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`Tangent, understood the Agreement to forbid royalty-free distributions.
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`43. Sony never intended to perform this promise at the time it was made.
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`Given that Sony asked for permission to incorporate this term, it did not initially
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`believe it was within its right to make such cost-free distributions of the Game to its
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`PS+ subscribers. Instead, pursuant to the discussions during negotiations, it was
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`both parties’ understanding and intent that all distributions of the Game, including
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`those on the PS+ network, would constitute a “sale” which entitles Tangent to
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`royalties, pursuant to the Agreement.
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`44. Sony intended that Tangent rely on this promise. Sony’s subsequent
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`conduct demonstrated that it never intended to honor the Agreement's requirement
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`that Sony pay Tangent for all distributions. In an email dated March 10, 2015,
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`Philip Piliero, Senior Corporate Counsel for Sony, noted that Sony was abandoning
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`its prior proposal regarding royalty-free distributions to PS+ subscribers, as
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`reflected by the final Agreement, which does not include such language.
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`45. Tangent reasonably relied on Sony’s promise to pay for distributions of
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`the Game, including to PS+ subscribers, having informed Sony during contract
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`negotiations that limitless royalty-free distributions were unacceptable even though
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`Sony had been pushing for such royalty-free distributions as exceptions to
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`circumstances under which royalties would be owed under section 4.2 of the
`
`Agreement.
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`9
`COMPLAINT
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`23
`
`24
`
`25
`
`26
`
`27
`
`28
`
`46.
`
`Sony did not perform this implied promise. It distributed several
`
`million units of the Game to their PS+ subscribers without paying royalties to
`
`Tangent intent to pursue no-cost distributions, contrary to the agreement of the
`
`parties.
`
`47.
`
`As a result of Sony’s distributions to PS+ subscribers without paying
`
`royalties to Tangent for such distributions, Tangent was harmed.
`
`48.
`
`Tangent’s reliance on Sony’s promise to pay royalties on distributions
`
`of the Game, via a subscription service, bundling, or otherwise, was a substantial
`
`factor in causing Tangent’s harm.
`
`REQUEST FOR RELIEF
`
`WHEREFORE, Tangent respectfully requests entry of an award against
`
`Defendants as follows:
`
`AS TO ALL CAUSES OF ACTION
`
`1.
`
`For the Court to enter judgment for Plaintiff and against all
`
`Defendants on the above claims for relief;
`
`2.
`
`3.
`
`For damages in an amount to be proven at trial;
`
`For attorneys’ fees and costs, in an amount according to proof, as
`
`authorized by section 13.8 of the Agreement or by law;
`
`4.
`
`5.
`
`For prejudgment interest according to law; and
`
`For such other and further relief, including equitable relief, as the
`
`court may deem just and proper.
`
`Date: June 30, 2020
`
` GERARD FOX LAW P.C.
`
`By:
`
`Gerard P. Fox
`Attorneys for Plaintiff
`Tangent Games, LLC
`
`10
`COMPLAINT
`
`

`

`EXHIBIT -1-
`
`EXHIBIT -1-
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`

`

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`DEVELOPMENT AGREEMENT
`
`This development agreement (“Agreement”), effective as of January 31, 2015 (“Effective Date”),
`is entered into by and between Sony Computer Entertainment America LLC, a Delaware limited liability
`company with offices at 2207 Bridgepointe Pkwy., San Mateo, CA 94404 (“SCEA”), and Tangentlemen
`LLC, a California limited liability company, with offices at 1017 N. Howard St., Glendale, CA 91207
`(“Developer”).
`
`Whereas, SCEA desires to retain Developer, and Developer desires to be retained by SCEA to
`develop a custom computer software program in accordance with the terms and conditions set forth in this
`Agreement;
`
`SCEA and Developer therefore agree as follows:
`
`1. Definitions.
`
`As used herein the following terms have the meanings specified below:
`
`1.1 “Approval Criteria” means the Design Specifications, SCEA’s requirements for gameplay and
`SCEA’s other requirements for completion of the applicable Milestone Deliverable.
`
`1.2 “Affiliate” means an entity’s direct and indirect parent corporations, and all direct and indirect
`subsidiary corporations of its parent corporations.
`
`1.3 “Alpha” means a version of the Game that requires additional gameplay balancing and fine
`tuning, but in which:
`
`the Game is playable on a standard test unit of the Platform and all game areas therein
`are accessible;
`
`all Game features are operational;
`
`all AI programming is implemented;
`
`all missions or levels are implemented;
`
`all artwork associated with the missions/levels is final or near final (placeholder art on
`menus, title and option screens is acceptable);
`
`all video sequences, music, and sound effects are implemented (placeholder video
`sequences, music and sound effects are acceptable, provided that they are of similar
`size to the actual final versions and that gameplay is not affected);
`
`all of the menu screens and animations are functional, but may require some cosmetic
`work;
`
`all graphics renderers are implemented;
`
`the Game is ready for Alpha testing.
`
`1.3.1
`
`1.3.2
`
`1.3.3
`
`1.3.4
`
`1.3.5
`
`1.3.6
`
`1.3.7
`
`1.3.8
`
`1.3.9
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`1.4 “Beta” means a version of the Game in which:
`
`1.4.1
`
`1.4.2
`
`1.4.3
`
`1.4.4
`
`1.4.5
`
`1.4.6
`
`1.4.7
`
`1.4.8
`
`1.4.9
`
`there is no failure to meet configuration guidelines;
`
`all gameplay and game balancing and fine tuning are complete;
`
`all “A” class bug incident reports are closed or resolved, unless specifically permitted
`in writing by SCEA;
`
`all game features are implemented and completely functional;
`
`all AI programming is implemented and completely tuned;
`
`all missions or levels are completed;
`
`all artwork, video sequences, music and sound effects are final;
`
`all graphics renderers are final;
`
`all programming, menu screens and animations are final; and
`
`1.4.10
`
`the Game is ready for Beta testing.
`
`1.5
`
`“Confidential Information” is defined in Section 7.1.
`
`1.6 “Defect” means, with respect to any deliverable, (i) any deviation from the Approval Criteria,
`including but not limited to any virus, Trojan horse, trap door, back door, Easter egg, worm,
`time bomb, cancelbot, adware, spyware, malware or other similar programming code or data,
`malicious or benign, that without knowledge or authorization of SCEA may damage, interfere
`with, intercept, lock out, or expropriate any hardware, system, program, content, data, or
`personal information and (ii) any failure to meet first class industry standards.
`
`1.7 “Design Specifications” means the detailed design specifications for the Game as approved by
`SCEA.
`
`1.8
`
`“Dev Kits” is defined in Section 2.7.1.
`
`1.9 “Developer Materials” means each of the following created by Developer: (i) source code, (ii)
`Developer Tools and (iii) Programming Notes. Developer Materials does not include any
`software code provided by SCEA or any derivatives thereof, the object code version of the
`Game, or any Game Assets.
`
`1.10 “Developer Tools” means any software necessary for Game content creation and created by
`Developer, including but not limited to file translators, level-layout, and VRAM packers, but
`excluding any software or derivatives thereof provided to Developer by SCEA or its Affiliates.
`
`1.11 “Executable Code” means the fully-compiled version of the Game that can be executed by the
`Platform and used by an end user without further compilation.
`
`1.12 “Exclusivity Period” is defined in Section 8.1.1.
`
`1.13 “Foreign Sales” is defined in Section 4.2.2.
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`1.14 “Game” means the consumer software entertainment product set forth in Exhibit A, on the
`Platform(s) set forth in Exhibit A, including related downloadable content and patches
`developed by Developer, if any.
`
`1.15 “Game Archive Deliverables” means the Game, including without limitation, source code,
`raw and completed Game Assets, applicable Programming Notes used to create the Game, and
`the items set forth in Exhibit E.
`
`1.16 “Game Assets” means all data files, graphics, artwork, music (composition and recording),
`audio, storylines, characters, names, settings, 3D models, texture maps, menus, motion capture
`data, video, sound files, and similar items incorporated into any version of the Game.
`
`1.17 “Gold Master Approval” means SCEA’s written approval of the Gold Master Candidate
`following successful completion of all testing and approvals required by SCEA, and SCEA’s
`verification that the Game is ready for manufacturing and replication in all territories (unless
`otherwise specified in the Milestone Schedule).
`
`1.18 “Gold Master Candidate” means the version of the Game submitted to SCEA for format and
`quality assurance approval for release to the public in all territories unless otherwise specified
`in the Milestone Schedule. The Gold Master Candidate does not include downloadable
`content or patches, if any.
`
`1.19 “Key Personnel” means the individuals listed on Exhibit C.
`
`1.20 “Licensed Third Party Software” is defined in Section 2.7.2.
`
`1.21 “Milestone Deliverable” means, for each milestone set forth in the Milestone Schedule, unless
`otherwise set forth in the Milestone Schedule, (i) Executable Code, (ii) Game Assets, (iii)
`applicable Programming Notes and (iv) any support files necessary to operate or review the
`foregoing.
`
`1.22 “Milestone Schedule” means the production, delivery and payment schedule described in
`Exhibit B.
`
`1.23 “Moral Rights of Authors” means the so called "moral rights of authors" and "droit moral"
`rights and any similar or analogous rights under the applicable laws of any country of the
`world (including, without limitation, the so-called right of paternity [droit a la paternite], right
`of integrity [droit au respect de l'oeuvre], right of withdrawal [droit de retrait or droit de
`repentir] and/or right of publication [droit divulgation]).
`
`1.24 “Platform” means the device, instrument, equipment or means for playing or using the Game
`set forth on Exhibit A.
`
`1.25 “PlayStation Now” means SCEA’s streaming cloud-based gameplay service.
`
`1.26 “Port” means the Game modified for play on a platform other than the Platform.
`
`1.27 “Programming Notes” means the full description of the software architecture or framework
`within which all elements are programmed, complete logic flow, structure of the software,
`algorithms, and a full description of the development environment including, but not limited
`to, identification and version numbers of third party music packages, art packages, assemblers,
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`compilers, and libraries used in developing the software as well as a full description of the
`usage of Developer Tools.
`
`1.28
`
`"Results and Proceeds" means all results and proceeds of Developer’s engagement and
`services under this Agreement or otherwise relating to the Game, including all themes, plots,
`characters, formats, ideas and stories contained therein and all so-called Moral Rights of
`Authors with respect to any of the foregoing, and the right to make changes therein and uses
`thereof as SCEA may from time to time determine in its sole discretion.
`
`1.29 “Sale” As used herein, use of the word “sale” means and includes “license”, for example,
`“sold or licensed.”
`
`1.30 “Sequel” means a standalone game on any platform that features the same game universe and
`continues in any chronological order (e.g., either before or after) the storyline of the original
`Game.
`
`1.31 “Term” is defined in Section 10.1.
`
`2. Development of the Game.
`
`2.1 Development.
`
`2.1.1 General. Developer will perform all services and provide, at Developer’s sole cost and
`expense, all necessary programming and other production materials in order to develop
`the Game in accordance with the Design Specifications and the Milestone Schedule.
`Developer will implement the Design Specifications into working, saleable, top quality
`products that meet the highest industry standards for the required territories, including but
`not limited to North American, Central American, South American, Asian, and European
`territories.
`
`2.1.2 Materials Provided by SCEA. SCEA may provide to Developer, at SCEA’s discretion
`and expense, motion capture, music, sound effects, dialogue, voice-over recordings, and
`text, symbol or voice-over translations for implementation into the Game. If SCEA
`provides these materials to Developer, Developer will implement the materials into the
`Game at Developer’s expense.
`
`2.1.3 Localization. SCEA, at its expense, will provide to Developer all foreign translations
`and related materials in up to 22 languages as further set forth in Exhibit A. Developer,
`at its expense, will incorporate the translations and materials into the Game. Developer
`will adhere to any video standards applicable to the required territories and as set forth in
`Exhibits A and B.
`
`2.1.4 Third Party Content and Materials. Developer will not include any third party content
`or materials, including but not limited to third party marks, software, tools, licensed
`materials, source code or open source software, in the Game without SCEA’s express
`prior written consent, and if any materials are included, all will be available for use in
`Game on any platform free of fees, royalties and restrictions of any kind.
`
`2.2 Delivery and Approval.
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`2.2.1 Delivery. Developer will develop and deliver to SCEA each Milestone Deliverable in
`accordance with the dates set forth in the Milestone Schedule, and will demonstrate, as a
`material part of each delivery, that the Milestone Deliverable is complete and without
`Defect. Unless otherwise set forth in the Milestone Schedule, each Milestone Deliverable
`will include, at a minimum, the materials for SCEA to independently test and review the
`Milestone Deliverable and all previous Milestone Deliverables.
`
`2.2.2 Approval and Testing. Upon receipt in accordance with the Milestone Schedule of any
`Milestone Deliverable, SCEA will have 15 business days to confirm in writing whether
`or not the Milestone Deliverable c