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Raw Zudanotes I: Submission Agreement

Editor’s note: for those who missed yesterday’s rare weekend posting, we’re looking at each of the three Zudacontracts as quick overviews; the real analysis will come later. Up today: the terms under which you can submit.

Okay, the Submission Agreement. It’s not too long — about five screens full; much shorter than other contracts I’ve read. Numbering is as in the contract.

1. Definitions of terms — who are You, who is Zuda, what is the Website, etc. Most interesting part: “Submission” includes everything:

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, designs and other elements to the extent included in the work. (emphasis mine)

I have a feeling those things in bold are going to be critical;

2. If you don’t get selected, “Zuda shall have no rights at all in or to the Submission.” — that’s better than I hoped for.

3. You can’t use your submission in any other way during the review period (and presumably if you get selected that will be governed by the other contracts). If you were thinking about using Zuda to try to get a current project a wider readership, into print, or make some money off of it, stop thinking that now. You have to take it down and not show it in any form while it’s in consideration (which is for 90 days after submitting, or until explicitly rejected, whichever comes first). You cannot run a Zudaentry on your site.

4. If you’re chosen as a winner and sign the other two contracts, they come into force. Make sense. But if you decide not to sign with them, does Zuda get any rights to the work? I don’t see that explicitly laid out. That’s bad.

5. Okay, if Zuda doesn’t reject you and it’s not 90 days yet, they can enter you into a capital-C Competition; this extends the time you cannot use the work any other place and

a. you must allow them to use it on the Zudasite
b. and in promotions for the website
c. and in any print anthology forever, although you can also run it as you like
d. if you don’t win, the Zudasite can continue to run your submission unless you inform Zuda in writing that you want to recover the web rights 90 days after you lose the competition; again, you may also run your entry as you like, with or without Zuda keeping it on display
e. and those last four details also apply to your name, likeness, and bio. If you lose, be sure to recover your likeness rights, okay?

6. If you’re selected for a capital-C Competition, you get $500 in exchange for everything in paragraph #5 (make sure you submit your W-9; I wonder if this disallows non-US residents?). If you get included in an anthology, it’s another $1000 (unless you win and are governed by the other contracts). If they reprint a hardcover anthology as softcover, or any other variation of form with the same content, you get nothing more. Sneaky.

7. Just a definition of how winners are chosen in capital-C Competition; usual bit about DQ for ballot-box stuffing.

8. This looks like the important one in this contract — what happens if you win the capital-C Competition? You get sent the Rights Agreement and Services Agreement (anaylses forthcoming), and you sign ’em within 10 business days, and then you’re governed by those contracts.

If you don’t sign, then “Zuda shall have the right to rescind the deal offer and select the runner up as an alternate winner.” Still no explicit description of what rights Zuda retains and what reverts to you if you don’t sign. The disposition of everything in graf 5 is not laid out in that case; that omission is making me nervous.

9. Looks like the standard, “You are who you say you are, you created the work, you have the legal right to dispose of the work as you wish, and you aren’t going to cause us any legal headaches down the road” boilerplate. No big deal.

10. I was wrong about paragraph 8 being the important one in this contract. Let’s quote Number 10 in its entirety, shall we?

You acknowledge that Zuda has no obligation to You for Zuda’s use of material that was created by or for Zuda without the benefit of the Submission, before, during or after You submitted the Submission, and that is similar or identical to the Submission in theme, characters, ideas, plots storylines, formats or other similar respects. In addition, Zuda shall have no fewer rights with respect to the Submission than any member of the general public. (emphasis mine)

That second sentence is just ass-covering, but do look at the first one. By my reading, it says that Zuda can create additional work that is “similar or identical” to your entry at any time and they don’t owe you anything.

In one reading, this could be interpreted as, “Well, we once ran a story that was about an ice-cream scooper with amazing freeze powers who fights crime, so you can’t submit something similar and claim we ripped you off.”

On the other hand, it could be read as, “You submitted a story about an ice-cream scooper with amazing freeze powers who fights crime, and after we rejected you we created a new character who’s an ice-cream scooper with amazing freeze powers who fights crime, and it’s become the biggest thing since Siegel and Schuster signed away Superman, which by the way is a situation you should be very familiar with on account of it’s what you just did, Sparky.”

Let’s put it in bold — by my I Am Not A Lawyer, plain-English reading, this is the paragraph that explicitly identifies Zuda as an idea-farming mechanism and win or lose, you just gave up your story idea for ever and ever, Amen.

11. Standard severability boilerplate — if any single part of the contract isn’t valid, the rest still holds.

12. Standard jurisdiction boilerplate — the contract takes place in the state of New York, and if you want to dispute elements of it in future you have to do so there. If you live a long way from New York, enjoy the commute to court.

13. Standard completeness boilerplate — this contract (and the other two, if you win a capital-C Competition) is the entire legal agreement, nothing else governs the deal between you and Zuda.

I still don’t see the explicit reversion of rights to you if you get selected as a capital-C Competition winner but don’t sign. Zuda explicitly waive all its interests if you lose, but nothing about what happens if you reject them. Keep in mind that it’s a hole in a contract that does not completely answer a question that makes for lengthy fights in future.

And hey, guess what? DC Comics (wholly owned by Time Warner) has a hell of a lot more IP and contracts lawyers than you do, not to mention an annual legal budget that looks like the GDP of a small South American country. No matter how strong your position in a dispute, they can wait you out.

The remainder of the contract is divided into Technical Requirements (the 4×3 dictate, the length of the submissions, format of the images, and text descriptions), and a list of wherever the work may have previously appeared or currently appears.

To sum: by Zuda’s own declaration:

Everyone wishing to submit a comic to Zuda must read and agree to this agreement. If you don’t agree with it you should not submit your work.

If anything here (particularly the logic hole referenced in paragraphs 4 and 8, or the terms of paragraph 10) gives you that prickly feeling up the back of your neck, stay away. If you can, on careful reflection and consultation with an actual attorney, live with what’s here, then come back tomorrow as we look at the next contract.

[…] Gary Tyrrell combs through the Zudacomics submission agreement. Christopher Butcher and T Campbell each have […]

I can’t speak to the merits of the contract as a whole, but it seems to me (as a non-lawyer) that you’re reading too much into paragraph 10. Taking into account the phrase “created by or for Zuda without the benefit of the Submission” (my emphasis), I think they’re trying to protect themselves from being sued in case they already have something similar to a Zuda Submission in the works, or someone within DC comes up with a similar idea without having read the Submission. (A lot of entertainment companies won’t read any unsolicited submissions for this reason.) Of course, they could copy your submission and claim that they’d come up with it independently; but they could do that even without Paragraph 10.

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[…] Gary Tyrrell shared his analysis of the Zuda contract docs in a series of posts on the submission agreement, the rights agreement, the services agreement, and his final thoughts. He concludes with: But as […]

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