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Zudacomics v. Tokyopop: Round 3!

Round 3: Fight!

Last TokyoPop post for a little while… I promise.

Brigid Alverson posted an interesting question over at her MangaBlog wondering about the compare and contrast between the TokyoPop and Zudacomics contracts.

It’s way to late to do a point by point breakdown – but I did do a scan of the standard Zudacomics rights agreement, and for my money the TokyoPop one is far preferable.

The biggest benefit to the TokyoPop contract is that at the conclusion of the pilot either party can “walk away” with all the rights (except for publishing and exhibiting the pilot) reverting to the creator.

The Zuda contract thought:

2. GRANT OF RIGHTS. In consideration of all promises made herein, and subject to the reversion rights set forth in Paragraph 8 below, You grant and assign to Zuda, its successors, licensees and assigns, 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 in and to the Material (collectively, the “Rights”). As used herein, “Material” means the Submission and the literary work written and/or drawn, and/or to be written and/or drawn, by You as well as other adaptations or versions thereof now existing or hereafter created, whether created by You, Zuda or third parties, including the title of the work, the art and script comprising the work and the concepts, plots, themes, storylines, characters (including names and images), environmental settings, devices, characterizations, logos, trademarks and designs and other elements to the extent included in the work.

This clause goes on to clarify that you’re assigning *all* adaptation rights to Zuda. Print. Merch. Movies. Television. Spin-offs. The whole ball of yarn.

Copyright in and of itself is valueless. When we talk about creators wanting to maintain their own copyright it’s because the copyright is the determining factor in who profits from the exploitation of the work. If you’ve already assigned away all the value in the work, maintaining the copyright is valueless… and with this contract you sign away a large portion of the value in the work.

Now Zuda sets forth very clear royalties for their use, and (arguably) DC as a subsidy of Time Warner is one of the best corporate entities in the world to exploit comic concepts in other media (their argument would be something along the lines of 1.6% profit in a DC marketed action-figure is a much larger number than having to pay to make and market your own action figures, even if you can keep 100% of the gross.

However with large corporations, I’m always wary of net profit participation. Unlike some I don’t think they actively go around trying to cheat creators through creative accounting – but when you’re a massive corporation with numerous properties that lose a lot of money (and only a few that make a lot of money) it’s very easy to structure your accounting so that successful properties are actually showing net losses because of a broader slate that is entirely out of the control of an individual creator.

To it’s credit the Zuda contract does have audit rights (you can pay someone to go audit the DC books… and if they’ve messed up they have to cover the costs) which would be an absolute requirement.

It’s also worth noting that the Zuda contract is structured in a way that they can effectively tie up the rights to your project indefinitely by putting your book back into print, even if it’s not making you royalties. The skeptic in me also notes that there’s no minimum run requirement to print a “new edition” of the book. It’s late enough that I’ll give them the benefit of the doubt, but their reversion requirements seem needlessly complex and full of some carefully worded legal craftmanship.

I’m certainly not going to say either program don’t have their place, or can have certain benefits for their authors (just in todays researches, I’ve stumbled across new works at both Zuda and TokyoPop that I’ll keep an eye on). But for my 2am $0.02 I’d be much, much, more comfortable signing a TokyoPop pilot agreement than the Zudacomics one.