Transaction types, performance control, regulatory embedding and exit settlement
Research cut-off: 22 July 2026
This is academic research based on public laws, regulatory materials, court and arbitration materials, and limited public case reports. It is not legal advice for a particular transaction or dispute.
Abstract
An online-game publishing transaction is not a single licence to “hand the game to a publisher”. Nor can “exclusive publishing”, “co-operation”, or “channel co-operation” determine legal character by name. The usual structure combines a rights holder’s licence of specified economic rights and continuing version delivery; a publisher or operator’s approval, channel, marketing, payments, support and local operations; a platform’s account, traffic, settlement and technical interfaces; and allocation through licence fees, prepaid revenue share, minimum guarantees, revenue share and cost recovery. Licence, development, commission, service, channel access and settlement obligations overlap, making most deals continuing mixed contracts. A dispute should be analysed by the particular performance in issue, not by the heading of the agreement.
Scope should be a multi-coordinate set, not an exclusive/non-exclusive binary. The object, authorised acts, territory, platform, channel, language, version, term, exclusivity, sublicensee and promotion use jointly define the licence. “Operation rights”, “channel rights” and “promotion rights” are not independent statutory copyright rights; they must be translated into reproduction, distribution, online communication, adaptation, translation, trademark use, business decisions and platform permissions. Rights not clearly licensed generally remain with the owner.
Revenue disputes concern consideration, the settlement waterfall and data control more than a nominal percentage. A licence fee buys a defined licence interest for a period and scope; a prepaid share is advanced against future revenue; a minimum guarantee may be both a floor and an advance; channel fees, refunds, taxes, marketing and affiliate charges depend on definitions, approval and records. Public cases show that licence fees, prepaid shares and promotion spend do not necessarily receive the same treatment when a contract ends, and a revenue threshold does not by itself prove a payment condition.
Publishing approval and online-publication rules enter private law in three ways. They determine whether a version can lawfully be published or operated; they create contractual duties to supply materials, apply, cooperate and notify; and where the true purpose is to rent or reuse an approval number to evade the system, they may make the transaction invalid for violating public order. Not every approval defect makes every contract void, and “the publisher handles approval” cannot transfer a statutory administrative duty.
Exit is not only the return of code. Continuing operation leaves players, platform accounts, server data, unused rights, live events, refunds and channel receivables. A B2B contract may allocate internal costs and co-operation, but cannot erase duties to players or regulators. Cross-border deals should separately design governing law, court or arbitration, seat and enforcement, taxes, foreign exchange, sanctions, currency and payment routes. It is unsafe to mechanically repeat a 2009 foreign-game case’s jurisdiction reasoning based on the former Civil Procedure Law.
Keywords: game publishing; co-operation; channel operation; IP licensing; publishing approval; minimum guarantee; revenue share; audit; termination; international arbitration
1. Questions, scope and method
“Publishing” may mean making a client available for download, organising publication approval and listing, or handling pricing, user acquisition, community, support, payments, servers and updates. “Agency” may be a commercial label for channel cooperation or a civil-law agency under which the publisher contracts in the developer’s name. “Co-operation” may mean each party supplies game and traffic and shares revenue, or may include joint decisions, shared marketing and technical development. The title gives context, not the legal answer.
Civil Code Article 467 [1] allows an unnamed contract to use the General Part of the Contract Book and rules for the most similar named contract. The right method is “separate performances, identify rules, then integrate”: distinguish IP licence, version delivery, maintenance, commissioned operation, promotion, channel access and settlement; apply licence, technology, commission or breach rules to the disputed performance; and then use the overall purpose to decide the scope of termination and accounting. A mixed contract does not mean every performance is separately terminated, nor that one administrative defect contaminates all.
This paper covers enterprise transactions for exclusive, regional and agency publishing, co-operation, channel operation, commissioned operation, IP licensing and co-development. It focuses on scope, launch, promotion, settlement, approval, breach and exit in domestic deals, and on Chinese-law interfaces in cross-border deals. Player refunds, virtual property, personal-information roles and content infringement are addressed only where needed for the publishing structure. Materials include current laws, regulations, rules, approval announcements, court and arbitration materials and three publicly reported cases without full judgments. They test paths, not national statistics.
The deal is placed on a time line: scope and exclusivity at signing; versions and localisation during development; application, testing and acceptance before launch; promotion, operations, user service and settlement after launch; rights, accounts, data and receivables at exit. Each stage has three lines: the rights line (who may do what), the control line (who decides and sees what) and the cash line (when, by what data and to whom money is paid). Many disputes arise because these lines do not align.
2. Transaction types and legal character
2.1 Exclusive and regional publishing
Exclusive publishing normally gives a publisher a territorial, platform- and term-limited exclusive licence while it handles approval, testing, listing, marketing, payment, support and channels. The developer continues to deliver updates, fixes and operational content. Because the commercial purpose depends on continuing conduct, this is more than a one-time copyright licence.
Regional publishing adds localisation, local marks or store accounts, translation and marketing materials. If the publisher may appoint a local channel or affiliate, sublicensing, subcommission and responsibility pass-through arise. An Asian or global right does not automatically grant Chinese publishing-approval qualification or permission to transfer player data, marketing materials or source code to every group company.
Exclusivity should correspond to performance capacity. If it blocks the owner from commercialising elsewhere without a launch deadline, minimum investment or guarantee, it may reserve the market without consideration. Failure to hit a vague KPI does not automatically end a licence. A stronger structure makes missed testing, launch, investment or receipts trigger notice, reduction of exclusivity, conversion to non-exclusive or termination separately.
2.2 Co-operation and channel operation
The developer commonly supplies the game, version and technical support; the operator supplies user access, promotion, payment and support; both share revenue. Channel operation adds platform accounts, SDK, login, payments, advertising inventory and settlement dashboards. This is a mixed contract of licence, technology, promotion and accounting.
Joint decisions or shared marketing do not automatically create a partnership. The inquiry is whether the parties pursue a common venture, share benefits, bear risk and have joint intent. A channel that simply deducts a fee and does not bear development loss is not necessarily a partner; where both invest a dedicated fund, jointly manage the project and share losses, partnership or common-operation questions become real.
Control is usually asymmetric: the channel sees payment, refunds, anti-cheat data and user entry; the developer sees server logs, item delivery and mechanics. “Settle by backend data” is incomplete unless it identifies which backend, how conflicting sources are checked and what records are supplied.
2.3 Agency and commissioned operation
Agency publishing may mean a publisher takes a licence and contracts in its own name; contracts in the developer’s name under defined authority; or merely introduces business and assists with listing. Commissioned operation often leaves platform accounts and major decisions with the owner while the operator performs user acquisition, events, community, support and daily configuration.
Some commissioned services can be ended under the Civil Code’s commission rules, but a long-term operation contract may also contain a fixed exclusive licence, minimum investment, irrevocable media purchase or paid resource. Article 933 [2] cannot be used to end all performances at no cost. The court should identify separable performances, good faith and direct loss or expected benefit.
2.4 IP licensing and co-development
An IP licence [3] may cover characters, setting, name, mark or audiovisual material. It should state rights, exclusivity, territory, term, price and remedies. “Develop and operate a game” should not silently cover exhibitions, film adaptation, merchandise, tournament broadcast or sending characters to a generative-AI service. Promotion should specify editing, short video, KOL campaigns, livestreaming and advertising networks.
Co-development should separate background IP owned before signing; project results such as code, documents, art, translation and localisation; and post-launch marks, store pages, advertising accounts, community and operation data. “Project results are jointly owned” may create deadlock in licensing, enforcement and exit. Separate ownership with cross-licences or purpose-limited exclusivity is often more workable than abstract co-ownership.
2.5 Contract groups and mismatched parties
A large deal may have a master licence with a group publisher, separate contracts with a Chinese operator, publishing unit, payment entity, advertising agency and channel, and an affiliate collecting overseas revenue. A party signing the minimum guarantee may not receive money; the party controlling the store account may have no reporting duty; the public operator may not be the party promising approval.
Use a legal-entity schedule. Identify each entity’s role, performance, account, data, payment and liability. “Party and its affiliates” does not automatically make every affiliate a debtor. A parent support letter is not necessarily a guarantee. If group credit matters, use a guarantee, co-obligation, direct agreement or express third-party-beneficiary arrangement.
Assignment, transfer of a contractual position, sublicensing and subcommission are different. Giving customer service to a local vendor is subcontracting; licensing to an affiliate is sublicensing; moving the entire regional contract and receivables may be an assignment of rights and obligations. Consent, continuing responsibility, data delivery and exit settlement differ. A role matrix, joinder and direct-claim clause can connect the group, while “subcontracting does not release publisher responsibility” remains an anchor.
3. Scope, IP and product control
3.1 Ten coordinates
Scope should identify object, authorised acts, territory, platform, channel, language, version, term, exclusivity and sublicensing. Mainland mobile exclusivity does not necessarily exclude a Chinese Steam PC release. Simplified Chinese may describe language or implicitly a territory, but those are not interchangeable. A base game licence does not automatically include DLC, sequel, cloud version or remake.
List executable and source code, servers, tools, databases, game name, marks, art, music, operation assets and future updates. Map uses to statutory acts: downloading a client involves reproduction and online communication; a physical copy may involve distribution; localisation involves translation or adaptation; advertising may use art, music, characters and audiovisual scenes. Software has separate rules [4] for reproduction, distribution, rental, online communication and translation.
3.2 Reconstructing operation, channel and promotion rights
“Operation rights” usually bundle pricing, events, versions, service, servers, community, risk controls and shutdown decisions. “Channel rights” combine the publishing contract with platform terms. “Promotion rights” include clipping scenes, changing copy, using music, inviting creators, playable ads, agency delegation and retained materials. Separate licence from business decisions: a publisher may advertise but not change a character; a developer may retain code and version approval while promising compliant changes.
3.3 Exclusive, sole and sublicensing
The contract should say whether the owner may use the rights itself, license another publisher, retain existing channels and subscriptions, and include sequel, port or derivative. A sublicensing clause should limit recipients, purpose, territory, term, consent, protections and publisher responsibility. Overbroad affiliate definitions, free assignment and broad sublicense rights let the asset move among unreviewed entities.
3.4 Version and account as control assets
Fix a baseline version, build number, hash and delivery list. Distinguish major build, hotfix, event configuration and emergency patch. Acceptance does not erase continuing maintenance; aesthetic preference should not become indefinite rejection. Developer accounts, ad accounts, domains, repositories, servers and payment accounts determine listing, data and cash. Transfer may be restricted by Apple, Google Play or Steam [5]. Use master/sub accounts, dual permissions, backups, exports and a termination alternative rather than assuming free transfer.
4. Delivery, launch, promotion and operation
Delivery should distinguish an installable technical build; a feature- and performance-accepted build; a regulatory submission build; and a commercially launchable build. Define device support, crash rate, serious bugs, fix time, interfaces and documents. A 2026 Guangzhou arbitration report [6] involving a British developer held that the Mainland ISBN version had to meet both the contract feature list and regulatory approval and that repeated installation and login defects, followed by failure to implement feedback, were fundamental breach. The point is not that approval is always the foreign developer’s result duty, but that a contract aimed at a submittable build can make regulatory adaptation part of delivery.
“Responsible for launch” can be a result duty where the publisher controls accounts, submission and schedule and has clear preconditions. Where approval and third-party platform adaptation are outside unilateral control, it is better framed as a co-operation duty: appoint staff, submit by a date, respond to feedback, correct, document meetings and pursue a channel. A commercial-efforts clause cannot hide verifiable conduct; an unconditional launch guarantee cannot ignore ISBN and platform risk.
Promotion has three levels: controllable input (budget spent, placements bought, KOL posts and localised materials); professional means (strategy, optimisation and channel selection); and market results (downloads, retention, payer rate and revenue). Unless guaranteed, results should trigger additional budget, continued exclusivity or a bonus, not automatic breach. “Minimum budget” must define whether staff, affiliate charges, gifted traffic and rebates count, and what happens to unused or rejected spend.
Game iteration makes written change control essential. A publisher that keeps testing after repeated delay may be treated as accepting a new timetable in a reported Cross the World case [7]. Preserve delay notices, reservations, milestone updates and the time effect of new requirements. A change order should state source, scope, fee, date, approval impact, and whether the old standard remains.
5. Licence fees, minimum guarantees and revenue share
Names do not determine legal nature. Consider what the payment buys, whether it offsets later share, whether it is refundable without launch, whether it depends on a milestone and who bears risk. A licence fee purchases access for a scope and period; prepaid share advances future revenue; a minimum guarantee may be the owner’s floor or a creditable advance. Without rules on cross-platform and cross-territory recoupment, the same money may be counted twice.
Settlement needs a waterfall: user payment or advertising; refunds, chargebacks and tax; platform/channel share; permitted marketing, payment, localisation or third-party costs; then each party’s share. “Gross receipts”, “turnover”, “channel settlement revenue” and “net revenue” are not interchangeable. Deductions should be listed, approved and supported by records. Affiliate costs need an arm’s-length rule. A refund should not be deducted twice or separately reimbursed by the developer.
In a reported Cross the World case, a court returned RMB 1.68 million of prepaid share in full but returned only 50% of RMB 1.8 million paid licence fees; test and promotion spending was not treated as the developer’s loss. In a Sky Gate case [8], after 15 months of operation against a 36-month term, the Supreme People’s Court reportedly returned RMB 17.5 million of a RMB 30 million licence fee on the basis that a continuing contract’s settlement is not automatically retrospective. These public summaries need full-text review, but both show that settlement depends on performance period and benefit, not one total-price formula.
Conditions also need separation. A reported War Armour Glory case required a revenue threshold, confirmed data, receipt of third-party share, invoice and settlement confirmation. A Heat Cloud dashboard alone did not prove the RMB 6 million bonus. Yet a payer cannot control the dashboard, refuse reconciliation or decline collection and indefinitely prevent a condition. Define whether channel-confirmed receivables count, when overdue funds are deemed received, how undisputed amounts are paid and who must pursue collection.
Contract classification and accounting are different. Calling a payment “prepaid” does not decide when accounting recognises revenue, nor does a court’s refund allocation replace invoice, tax or revenue-recognition work. The contract analysis should be handed to finance professionals for accounting treatment.
6. Data, reconciliation, audit and proof
Backend access is a control right. A monthly report does not say whether it is raw platform data, publisher processing or financial posting. Provide read-only access or a verifiable substitute; define currency, orders, refunds, chargebacks, platform fee, tax, channel, territory, version and event; preserve settlement statements and bank receipts; and set retention. Developer logs can prove item delivery but not platform receipt; attribution dashboards can prove conversion but not settlement.
An objection period improves stability but should not turn fraud, major error or hidden revenue into an irreparable result. Use a short period for surface errors and a longer audit period for material discrepancies. Pay undisputed amounts on time. An audit right should identify independent accountants, notice, records, affiliate documents, privacy safeguards, cost thresholds, top-up, interest and penalty.
The party claiming payment normally bears proof, but records are often controlled by the other side. Evidence rules [10] may attach adverse consequences to refusal to produce key ledgers, platform statements or logs. Contract reporting duties do not automatically change statutory burdens, but they establish preservation and co-operation obligations. Preserve source format, field definitions, hash, sender and context for exported electronic records.
7. Warranties, compliance and liability
The developer or rights holder should warrant title to core code, art, music and marks, absence of known malicious code, and disclosure of open-source, outsourced and background IP. The warranty should match knowledge and control. Add a third-party claim procedure covering notice, defence, settlement, substitution, delisting, licence refund and whether intentional concealment is outside a cap.
The publisher or operator should bear responsibility for its advertising, localisation additions, KOL material, channel integration, local support and marketing. If it changes content or makes an unapproved probability, payment or promotion promise, it should carry the related risk. “Publisher handles compliance” cannot make the developer’s accurate submission materials or technical correction irrelevant. The contract should assign who responds to a platform, publisher, consumer or regulator and who preserves incident records.
Caps, indirect-loss exclusions and liquidated damages should be linked to the breach. Team costs are not automatically damages for delayed delivery; a lost release window, committed placement or non-refundable media spend turns on foreseeability, causation, mitigation and proof. IP claims, data events, fraud and wilful or grossly negligent conduct need a clear relationship to the cap and insurance.
8. Publishing approval and contract validity
The Publishing Regulation is an administrative rule framework. Article 27 of the Online Publishing Service Regulation [11] requires the provincial publication authority to approve a game before reporting it to the national authority. The 2016 mobile-game notice [12] adds submission and publisher responsibilities. National approval announcements [13] provide a first due-diligence check of game, publisher and operator. These rules allocate public duties; the contract then allocates materials, version consistency, replies and internal loss. It cannot rewrite the statutory responsible entity.
Lack of approval does not automatically make every contract void. Civil Code Article 153 [14] and the Contract Book judicial interpretation distinguish a mandatory rule that truly affects civil validity from one that produces administrative liability or a breach. Ask what rule, object, time and public purpose are involved; distinguish a lawful publishing deal with a failed application from a deal whose true purpose is renting an approval number; then decide whether the defect affects all performance, part, delay, impossibility or administrative risk.
If a developer delivered a conforming game and the publisher failed to submit or test, the first issue is co-operation and breach. If content and approval number do not match, and both parties used image processing or number substitution to evade review, a Guangzhou IP Court report [16] treated the transaction as void for illegal purpose. That fact pattern should not be generalised to ordinary approval failure. The submission build, store build and server build should be linked, and material changes in content, name or publishing/operation entity should trigger a change review.
9. Breach, termination and post-operation
Assess breach by the promised performance and seriousness: missing approval materials, non-delivery, fundamental defects, failure to launch, non-payment, unauthorised sublicensing, unapproved content, data non-reporting and failed support do not have the same remedy. A termination notice should identify the clause, facts, cure period, effective date, affected performances and reservation of claims. Continuing contracts need an account of benefits already received, not an automatic return of every payment.
Exit must handle code and source, marks, store and advertising accounts, servers and domains, player notices, data export and deletion, unused currency and subscriptions, refunds, live events, customer claims, channel receivables, taxes, chargebacks, confidentiality and evidence retention [17]. B2B allocation cannot eliminate users’ rights. If a transferred account is not real-name, first identify who can claim against the operator and then preserve the buyer’s contract remedy against the seller.
10. Cross-border interfaces
Governing law, jurisdiction and arbitration are separate decisions [18][19][20][21]. The parties should identify whether Chinese law governs licence, technology, service, data or payment performance; select a court or arbitration seat that can provide relief and enforceability; specify language, service and evidence; and coordinate parallel proceedings. The 2009 Supreme People’s Court foreign-game case’s “actual connection” language arose under an earlier procedural statute and should not be mechanically repeated.
Tax and payment require a dedicated schedule: currency, invoices, withholding, indirect tax, bank charges, transfer timing, foreign-exchange filing and whether a gross-up applies [22][23]. Cross-border sanctions and export controls [24] can stop a platform or bank payment even when the contract remains in force. Define a compliance pause, notice, mitigation, alternative bank and termination settlement. Foreign affiliates and local agents should be checked for platform, licence and approval capacity; a local reseller is not automatically a publisher or an agent with authority.
11. Case observations
Seven public samples show four lines. First, licence, prepaid share and promotion payment are distinguished by the benefit and period they buy. Second, delivery is measured by the contract’s purpose and measurable build standard, not by an installation package alone. Third, approval failure turns on rule level, true purpose, version and fault; lawful failure is usually allocation or breach, while deliberate evasion can affect validity. Fourth, data and control determine whether a threshold, launch duty or audit right can be proved.
Cases cannot be mechanically compared. A public summary may omit a condition, amendment, notice, payment record or parallel breach. Reported amounts and docket numbers should be checked against full judgments or awards before drafting a formal opinion.
12. Conclusions and limits
An online-game publishing contract is an interface for rights, control and cash. A licence should be reconstructed from object, authorised act, territory, platform, channel, language, version, term, exclusivity and sublicensing. “Operation” should be split into IP use, business decisions and platform access. Delivery and launch should distinguish result, co-operation and prerequisites. Revenue should be defined by a waterfall with data, audit and affiliate-cost controls. Approval rules should be embedded without treating every defect as automatic invalidity. Exit should account for players, data, unused rights, channels and receivables.
The public record is limited. Some arbitration and court cases are anonymous or available only through secondary reports; the Cross the World and Sky Gate figures, the approval-number case and case numbers require manual verification. Tax rates, treaty treatment, platform rules and sanctions change. A transaction-specific review needs the actual agreement, schedules, version history, approval files, data model, payment records and intended territories.
References
[1] PRC Civil Code, Article 467, National Laws and Regulations Database.
[2] PRC Civil Code, Article 933, same source.
[3] PRC Copyright Law, Articles 10 and 24, same source.
[4] PRC Copyright Law and Software Protection Regulation, National Laws Database.
[5] Apple App Review Guidelines; Google Play Developer Policy; Steamworks Documentation.
[6] Guangzhou Arbitration Commission, “Game publishing contract: localised-version delivery standards”, 20 April 2026, public report.
[7] Wang Dan, “Risks in game development and publishing cooperation”, 9 April 2026, public report.
[8] Same report, Sky Gate discussion; full judgment was not located.
[9] China Court Network, “Developer’s RMB 6 million traffic bonus claim rejected”, 1 December 2021, public report.
[10] Supreme People’s Court Evidence Provisions, National Laws Database.
[11] Online Publishing Service Regulation, Articles 7, 10 and 27, Chinese Government Gazette.
[12] Former State Administration of Press, Publication, Radio, Film and Television, Mobile-game publishing notice.
[13] National Press and Publication Administration, Online game approval announcements.
[14] PRC Civil Code, Articles 153 and 157; SPC Contract Book Interpretation, Articles 16–18, SPC.
[15] GameLook report on the Ai9you/Forest contract, 23 April 2024, public report.
[16] Guangzhou IP Court, “Illegal rental of a game publishing approval number”, 14 July 2025, public report.
[17] PRC Civil Code, Articles 562–566, National Laws Database.
[18] Law on Application of Laws for Foreign-Related Civil Relations, Articles 4, 41 and 48–50, NPC.
[19] PRC Arbitration Law (2025 amendment), effective 1 March 2026, NPC.
[20] SPC, (2009) Min San Zhong No. 4, MGAME game agency and licence jurisdiction case, Gazette.
[21] New York Convention, 1958, UN Treaty Collection.
[22] PRC Enterprise Income Tax Law and SAT Announcement 2017 No. 37, tax authority.
[23] SAFE, Current-Account Foreign-Exchange Guidance (2020), SAFE.
[24] PRC Anti-Foreign Sanctions Law and MOFCOM Blocking Rules, State Council; MOFCOM.