The Zuda Contracts.

Guardsman · Post by **Guardsman** » Tue Sep 25, 2007 3:24 pm

Bustertheclown makes some excellent points, but I still feel uneasy with the prospect of working with a cooperation. Especially if I have to secede the rights to my IP but that’s more paranoia than any thing else.

Personally, my end goal for Hegemonia is publication. Of course I’ll have to go back and re-wrtie/draw the begging or the entire thing. But that’s really semantics; personally I hope Zuda turns out well. It’s just another option for the comic author of the future.

Or at last that’s how it all appears to my self.

Oh and I’m Canadian, so I’ll be filing my copyrights in the great white north.

Shishio · Post by **Shishio** » Tue Sep 25, 2007 3:28 pm

bustertheclown wrote:Okay, sorry. Done ranting. Frankly, I don't know why I'm so passionate about this. It's kinda scaring me.

It's because you secretly love DC. Corporate whore! Corporate whore!

Bustertheclown · Post by **Bustertheclown** » Tue Sep 25, 2007 5:03 pm

Guardsman wrote:
Oh and I’m Canadian, so I’ll be filing my copyrights in the great white north.

Well, it just so happens that I have a link for that.

For anyone else who might like to pull a fast one on me by not being in the U.S., find your own damned IP office!

Shishio wrote:
bustertheclown wrote:Okay, sorry. Done ranting. Frankly, I don't know why I'm so passionate about this. It's kinda scaring me.
It's because you secretly love DC. Corporate whore! Corporate whore!

It would definitely have to be a secret love. The last DC property I really liked was Hellblazer, until they went and soiled its good name with a movie starring Keanu "Whoa, Satan!" Reeves.

Oh, and I don't mind being a corporate whore, as long as I get paid. Otherwise, if I were doing it for free, I'd merely be a corporate slut, and nobody wants to be that. Wish me luck on my next trick!

Shishio · Post by **Shishio** » Tue Sep 25, 2007 6:07 pm

bustertheclown wrote:
Shishio wrote:
bustertheclown wrote:Okay, sorry. Done ranting. Frankly, I don't know why I'm so passionate about this. It's kinda scaring me.
It's because you secretly love DC. Corporate whore! Corporate whore!
It would definitely have to be a secret love. The last DC property I really liked was Hellblazer, until they went and soiled its good name with a movie starring Keanu "Whoa, Satan!" Reeves.

Oh, and I don't mind being a corporate whore, as long as I get paid. Otherwise, if I were doing it for free, I'd merely be a corporate slut, and nobody wants to be that. Wish me luck on my next trick!

Don't let the movie ruin Hellblazer for you, the comics are still good. The storyarc involving Rosacarnis and Constantine's children is particularly enjoyable.

Also, Hellblazer is the only property you like? What have you got against the Vertigo line? Or do you not count that as "DC"? Or do you just not like good comics?

As for the whoring, good luck. Make them remember you.

Bustertheclown · Post by **Bustertheclown** » Tue Sep 25, 2007 6:21 pm

Shishio wrote:
bustertheclown wrote:
Shishio wrote: It's because you secretly love DC. Corporate whore! Corporate whore!
It would definitely have to be a secret love. The last DC property I really liked was Hellblazer, until they went and soiled its good name with a movie starring Keanu "Whoa, Satan!" Reeves.

Oh, and I don't mind being a corporate whore, as long as I get paid. Otherwise, if I were doing it for free, I'd merely be a corporate slut, and nobody wants to be that. Wish me luck on my next trick!
Don't let the movie ruin Hellblazer for you, the comics are still good. The storyarc involving Rosacarnis and Constantine's children is particularly enjoyable.

Also, Hellblazer is the only property you like? What have you got against the Vertigo line? Or do you not count that as "DC"? Or do you just not like good comics?

As for the whoring, good luck. Make them remember you.

I just don't have much access to comics beyond MAD Magazine and Archie Double Digest, living where I currently live. Sure, I like the Vertigo line in principle, but it doesn't mean I get a chance to read any current titles, let alone like them.

Shishio · Post by **Shishio** » Tue Sep 25, 2007 6:45 pm

You must live in an abject shithole, then. My condolences.

Bustertheclown · Post by **Bustertheclown** » Tue Sep 25, 2007 7:05 pm

One of the most breathtaking places on Earth, actually. It's just a hundred miles from anywhere, is all.

That'll all change in two weeks, though. Then I will be literally rolling in comics!

Shishio · Post by **Shishio** » Tue Sep 25, 2007 7:13 pm

Natural beauty is great and all, but for me, a life without comics is just not worth living.

NakedElf · Post by **NakedElf** » Tue Sep 25, 2007 7:27 pm

bustertheclown wrote:As to the copyright thing, sorry Elf, but you're wrong.

Whence the 'if'. I do try to specify when I don't know what I'm talking about.

DAJB · Post by **DAJB** » Tue Sep 25, 2007 11:51 pm

As far as I can see, this is essentially the same type of deal DC and Marvel have been offering creators for years. You get paid. They take all rights and control. It's work-for-hire in all but name.

Many creators will be happy with that, I'm sure. Anyone hoping that Zuda would be offering something akin to a creator-owned deal, however, are going to be disappointed.

Jekkal · Post by **Jekkal** » Thu Sep 27, 2007 8:54 am

DAJB wrote:As far as I can see, this is essentially the same type of deal DC and Marvel have been offering creators for years. You get paid. They take all rights and control. It's work-for-hire in all but name.

Many creators will be happy with that, I'm sure. Anyone hoping that Zuda would be offering something akin to a creator-owned deal, however, are going to be disappointed.

And this is why people are nervous.

Webcomics have been, from the start, a small-business venture for artists. It became 'a revolution' because suddenly we had an alternative to obscurity versus getting 'picked up' by DC/Marvel. As a result, we have a great deal of personal, creator-and-artist-owned works, that have been allowed to get bigger than they ever would have under the old systems.

This makes the old print engines NERVOUS AS FUCK. Suddenly they've had management cut out of the cycle (and the profits) by people who are willing to shoulder their own burdens and prove to themselves that their ideas are good, regardless of what the editors thought, and so we've cut them out of the cycle.

You're right, this is basically the same system we've seen in print trying to become an online venture. That's why it's failing; we've already proven that we don't need a big corporation to vet our work before we post it online, and we've already found (if not founded) this huge industry of print-on-demand that we can use to get our work done for us, without ever touching DC and Marvel. About the only thing we haven't perfected yet is getting in touch with mainstream book retailers, but it's either already out there or we'll have it soon; selling your work to Zuda just for that advantage is pointless.

The cat's already out of the bag. Unless there's something actually beneficial to the Artist besides the promise of money, what advantage do I stand in adjusting my page ratios, waiving my creative control, and everything else just to submit my work to them?

RemusShepherd · Post by **RemusShepherd** » Thu Sep 27, 2007 9:50 am

...solely and exclusively, in any and all languages and media, whether now known or hereafter devised, throughout the universe, for the term of copyright, all rights...

Is that kind of language *really* legally necessary?

I thought when Zuda was announced, they said that creators would keep the rights to their work. Now it looks like the creators keep the copyright, but sign all substantial rights away to DC.

I was idly considering submitting to Zuda, but...no, not on these terms. At least, not with any story I cared about. I'd submit a throw-away concept that I wasn't enamored with, if I had the free time to render one of those on a whim.

Noise Monkey · Post by **Noise Monkey** » Thu Sep 27, 2007 9:58 am

RemusShepherd wrote:
...solely and exclusively, in any and all languages and media, whether now known or hereafter devised, throughout the universe, for the term of copyright, all rights...
Is that kind of language *really* legally necessary?

Well, they gotta cover their bases in case aliens hook up to the internet...

DAJB · Post by **DAJB** » Thu Sep 27, 2007 11:45 am

RemusShepherd wrote:I was idly considering submitting to Zuda, but...no, not on these terms. At least, not with any story I cared about. I'd submit a throw-away concept that I wasn't enamored with ...

Personally, I wouldn't even do that. Suppose you came up with an instantly disposable idea, like ... oh, I don't know ... Captain Crackpot. And then, for whatever reason, Captain Crackpot became a huge, multi-million dollar franchise while all your other ideas - better though they may have been - just failed to get the recognition they deserved. How bitter would that make you?

Obviously it's a decision everyone has to make for themselves but, for me, work-for-hire is only really appropriate if you're working on a property that isn't yours to begin with. If DC ask you to work on Batman ... work-for-hire is fine. It's their property already. But if you've created something, it's unethical of DC to deny you the ability to keep your rights to it.

At least that's how I see it. But that's just me!

Noise Monkey · Post by **Noise Monkey** » Thu Sep 27, 2007 11:55 am

I think it's perfectly ethical to ask you to do it. I think you'd have to be crazy to do it, but there's no harm in asking...

Bustertheclown · Post by **Bustertheclown** » Thu Sep 27, 2007 9:40 pm

DAJB wrote:
RemusShepherd wrote:I was idly considering submitting to Zuda, but...no, not on these terms. At least, not with any story I cared about. I'd submit a throw-away concept that I wasn't enamored with ...

Obviously it's a decision everyone has to make for themselves but, for me, work-for-hire is only really appropriate if you're working on a property that isn't yours to begin with. If DC ask you to work on Batman ... work-for-hire is fine. It's their property already. But if you've created something, it's unethical of DC to deny you the ability to keep your rights to it.

At least that's how I see it. But that's just me!

A clarification:

It's not work made for hire. It's absolutely not work made for hire. The term work-for-hire is a legal term which specifically means that the copyrights of work you produce is owned by the company outright, and you have no claim to those rights. So, were Zuda's parent company, DC, to hire you to draw a Superman comic, that would be a work-for-hire situation, because they would own the contents of that comic.

With Zuda, however, you are not entering into a work-for-hire contract. You retain the copyrights to the comic they hire you to do.

Rights Agreement document, paragraph 7. Copyright and Trademark wrote:(a) Subject to and in accordance with the Rights granted to Zuda hereunder, You or the Team, as applicable, shall retain the copyright in and to the Material.
(b) Zuda shall affix a copyright notice in Your name or the Team members' names, as applicable, to all Versions of the Material produced and distributed by Zuda, and shall contractually require any of its licensees to do the same, except to the extent that any such Version of the Material shall have been created or packaged by a Person (as defined below) other than You or the Team members, in which event notice of copyright shall be in Zuda's name or in the name of Zuda's licensee, as appropriate. As used herein, "Person" shall include any natural person, firm or corporation or any group of individuals, firms or corporations, or any other entity.

When you sign a contract with Zuda, you are actually signing an an agreement granting them exclusive rights to your product. Yes, it's a pretty steep bit of licensing, but you do have an "out" clause, too. Check paragraph 8. Reversion Right.

So, technically, this is wholly creator-owned. It's just that you have turned around, and leased nearly every perk of ownership to Zuda for a mimimum period of three years, and, of course, a maximum period of until the end of all known existence. However, for them to keep the property that long, without a reversion of rights, they'd still have to pay you.

Now, the tricky part in all of this is this (so people don't think I'm walking blindly for the pit):

Copyrights and Trademarks, again wrote:(c) In order to protect and exploit the Material, Zuda must register, in its own name, any trademarks that result from Zuda's use of the Material throughout the world, and Zuda shall hold such registrations unless and until a reversion to You becomes effective pursuant to Paragraph 8 below, at which point the trademarks shall automatically be assigned to You.

I take this to mean that they trademark things like the title and characters, and hold those trademarks until they want to let them go. If you invent the next Supes and Batty, that'll probably be never ever in a million years, if not later than that. So, what do you own? Well, the copyrights, meaning the actual work that you have put your hands on. I can foresee this down the road leading to a glitch, should you invent the next Supes or Batty. (BattySupes) You spend ten years building up the property, and making it what it is, but get tired, and want to move to Mexico to drink margaritas on the beach. They want to hang onto the property, and further exploit it. They maintain the trademarks under their name, they print reprint of Classic BattySupes every couple of years, in order to keep your property in limbo, and you from gaining a reversion of rights. They hire some team of upstarts (on a work-for-hire basis) to pen BattySupes: Reloaded! I really don't see any language in the contract that would keep them from doing such a thing, or that would mean they have to pay you for Reloaded.

Certainly, that would probably suck a big one. However, there's really nothing that says this contract can't be re-negotiated, or amended sometime down the road. Also, if you were to invent BattySupes, chances are you'd be rolling in a lot of dough from peripherals, anyway, and you might be able to parlay your fame and fortune into a better deal for you, a la Stan Lee. Or you could be secure in the knowledge that your name would be forever attached to BattySupes, and that you have enough money to get a rub-down from a different senorita every night for the rest of your life. Given a choice between hot sun, hot women, and cool drinks, or endless legal battles and becoming a parody of your former glory, I hope I'd choose Mexico. Then again, I don't actually plan on inventing BattySupes. I just want to be able to live a life where I have to do nothing else but draw comics.

At any rate, all of this is conjecture. We can pick these contracts apart all we want, and find good and bad for each paragraph, I'm sure. Until these documents get signed by someone, they have absolutely no bearing on how Zuda or its parent companies and affiliations are going to act on them, just as they have absolutely no bearing on how the creators are going to act on them. It's all theory until it's applied. Just so everyone knows, though, this is a licensing contract, not a work-for-hire contract. Very different things.

DAJB · Post by **DAJB** » Thu Sep 27, 2007 10:29 pm

bustertheclown wrote:It's not work made for hire. It's absolutely not work made for hire. The term work-for-hire is a legal term which specifically means that the copyrights of work you produce is owned by the company outright, and you have no claim to those rights.

This is technically true, of course, and I didn't mean to imply otherwise. However, the rights which Zuda takes for itself and the very limited rights which it allows the creator mean that - as I said in my first post it is work-for-hire "in all but name".

The reversion rights are so heavily weighted in Zuda's favour as to be worthless. It's like saying, I've only rented this house to someone, not sold it, when in fact the terms of the lease preclude you from ever taking the house back unless the tenant decides he no longer wants it.

McDuffies · Post by **McDuffies** » Sun Sep 30, 2007 6:09 am

Legal contracts aren't just made up on spot, during 5min lunch break. They're made by lawyers, people who know how to manipulate words and laws just a bit better than you. Contracts are purposefully written so wordy in order to avoid possible alternative interpretations and ambigiousness, so if there is some alternative interpretation in the contract, it's not unreasonable to assume that someone left it there intentionally.

Bustertheclown · Post by **Bustertheclown** » Tue Oct 02, 2007 6:01 pm

DAJB wrote:
bustertheclown wrote:It's not work made for hire. It's absolutely not work made for hire. The term work-for-hire is a legal term which specifically means that the copyrights of work you produce is owned by the company outright, and you have no claim to those rights.
This is technically true, of course, and I didn't mean to imply otherwise. However, the rights which Zuda takes for itself and the very limited rights which it allows the creator mean that - as I said in my first post it is work-for-hire "in all but name".

The reversion rights are so heavily weighted in Zuda's favour as to be worthless. It's like saying, I've only rented this house to someone, not sold it, when in fact the terms of the lease preclude you from ever taking the house back unless the tenant decides he no longer wants it.

Can't argue with that.

mcDuffies wrote:Legal contracts aren't just made up on spot, during 5min lunch break. They're made by lawyers, people who know how to manipulate words and laws just a bit better than you. Contracts are purposefully written so wordy in order to avoid possible alternative interpretations and ambigiousness, so if there is some alternative interpretation in the contract, it's not unreasonable to assume that someone left it there intentionally.

Can't argue with that, either.

Bustertheclown · Post by **Bustertheclown** » Tue Oct 02, 2007 8:12 pm

Reading through the thread again...

jekkal wrote:
DAJB wrote:As far as I can see, this is essentially the same type of deal DC and Marvel have been offering creators for years. You get paid. They take all rights and control. It's work-for-hire in all but name.

Many creators will be happy with that, I'm sure. Anyone hoping that Zuda would be offering something akin to a creator-owned deal, however, are going to be disappointed.
And this is why people are nervous.

Webcomics have been, from the start, a small-business venture for artists. It became 'a revolution' because suddenly we had an alternative to obscurity versus getting 'picked up' by DC/Marvel. As a result, we have a great deal of personal, creator-and-artist-owned works, that have been allowed to get bigger than they ever would have under the old systems.

This makes the old print engines NERVOUS AS FUCK. Suddenly they've had management cut out of the cycle (and the profits) by people who are willing to shoulder their own burdens and prove to themselves that their ideas are good, regardless of what the editors thought, and so we've cut them out of the cycle.

You're right, this is basically the same system we've seen in print trying to become an online venture. That's why it's failing; we've already proven that we don't need a big corporation to vet our work before we post it online, and we've already found (if not founded) this huge industry of print-on-demand that we can use to get our work done for us, without ever touching DC and Marvel. About the only thing we haven't perfected yet is getting in touch with mainstream book retailers, but it's either already out there or we'll have it soon; selling your work to Zuda just for that advantage is pointless.

The cat's already out of the bag. Unless there's something actually beneficial to the Artist besides the promise of money, what advantage do I stand in adjusting my page ratios, waiving my creative control, and everything else just to submit my work to them?

Wait, what?!

What, exactly is a failure, here? The new business model, which has yet to take submissions, or go online, and so has yet to either succeed or fail? Or, do you mean print? If you mean print, then I would certainly like to know how a half billion dollars in U.S. total annual sales (2006) and a current 10% annual growth rate is seen as failure.

Perhaps I misunderstand the the intent of your post, and if so, forgive me for the following tirade:

I tend to get migraines every time I read another proclamation that print is dead, and online is the winner. To my knowledge, webcomics have failed quite considerably to generate the numbers that print always has, and if web comics were making such a huge dent in the print industry, which is the common claim, I doubt they'd be consistently posting growth figures in the same years that webcomics have found their foothold. I won't dispute that the growing popularity of comics on the web could have a positive effect on print comics, but that's certainly not the same thing as giant killing. It's more like giant feeding. If the big print companies were NERVOUS AS FUCK, as you assert, then they would have staked their presence on the web much sooner. Make no mistake, DC's attempt to go online is not a move made out of panic or flagging sales. This is an attempt made by DC to increase their income, in essence putting gravy on their already considerable hunk of beef.

Certainly, I also believe that the web is little guy friendly, but I'd also debate that the results of publishing online are really not so much different from publishing through small press, when all of the numbers have been added up. Still, for the time being, I'll save that particular debate.

Here's the reason, though, why I believe that print has a huge advantage over online content. With print, people walk into a store expecting to pay for what they want to read. Conversely, people surf into a website expecting to read for free. Why does that make such a difference? Well, for someone expecting to make any sort of money, let alone a livable profit, from their online work, they are going to have to be extremely creative about how they make their money, since they have to give away for free the product that they're actually creating, and that for which their audience goes to their site. It's a pretty telling sign of the state of the online venture that a very large number of webcomics work out combinations consisting of busking through PayPal donate buttons, nickel/dime ad share revenue through sources like Project Wonderful, various sponsorship schemes, collective profit sharing, various merchandising ventures, and, incidentally, printed collections of their online content.

Hmm. So, when creating comics and publishing them online, you're expected to make money by collecting from any sources other than your comic? I must admit, giving away for free the one thing that you should be gaining compensation for and seeking to fill the hole through any other source you can find, that's indeed quite revolutionary. Ridiculous, but nonetheless revolutionary.

Also, the web did not found "print on demand" ventures. That's a dubious claim that could be made by small press and vanity press. Also, I wouldn't consider it a "huge industry". Unless, of course, you're the printer, at which point it might actually be a lucrative proposition for you.

Lastly, and I fear I'm now beating the hell out of a dead horse with this one, Zuda is not merely offering the advantage wider distribution and promotion, which, in my book is a considerable advantage. More important to many, Zuda is offering the advantage of getting paid up front for your work, with actual money, and not just hopes and promises, which is quite a bit more than a great deal of other webcomic ventures can offer. To people, like me, who have done the independent thing, and are sick of the day jobs they have to work to support their projects, this is a very important point. I guess that makes me a sellout, leasing away the rights to my work in order get paid, but, hey, we all aren't in it for the honor.