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Raw Zudanotes III: Services Agreement

Editor’s note: we continue our skim of the Zudacontracts, with Big Ideas to be developed later. Today: the terms under which you supply ongoing contributions.

First impression: the Services Agreement is between the Submission (short) and Rights (long) Agreements in length. As before, numbers are taken from the various paragraphs in the contract, and it starts with standard boilerplate about who you are and why you’re signing.

1. You are being hired (“engaged”, in the text of the contract) to produce 52 pieces of work (“Screens”) based on your winning entry. Unless you and Zuda agree otherwise, it’s weekly, at $250 each. That’s $13,000 you’ll be paid under this contract, plus the $1000 from the Rights Agreement, plus whatever royalties may apply.

2. By mutual consent, at the end of 52 weeks, Zuda may hire you at the same rate to keep producing stuff. Said stuff can be immediately after the 52 week run, or delayed until schedules work out. If you opt not to, Zuda can hire somebody else to do your webcomic. I’ve said it before in these write-ups: if your webcomic is your baby and you don’t want to wonder who it’s running around with after curfew, then Zuda (indeed, any work-for-hire arrangement) is not for you.

3. You have a schedule for delivering your work, Zuda has one for publishing.

4. In addition to what you get in the Rights Agreement, you receive your per-screen payment of $250 within two weeks of delivery, plus 4% of cover price of print works. Merch is 6.4% of SRP or 12.5 of gross receipts, reprints are 30% of net, and both foreign-language reprints and English reprints outside the US/Canada are 15% of net. The implication I’m getting here is that the royalties under the rights agreement are what Zuda pays you for their long-term ownership of the material, and this paragraph covers your payment to make it.

5. But there are reductions to the amounts in paragraph 4. If you’re part of a team, those that produce the work split the money; if you’re part of a collection or anthology with other creators, you get pro-rated; combination with other properties is likewise pro-rated (so if your ICSWAFP gets paired up with — I dunno, Batman — and they become partners, you get half I guess). And here’s the interesting bit:

If Zuda exploits any Print Work, Retail Product or Licensed Reprint Edition that includes Material for which You rendered Services in a way or on a media platform not contemplated by this Services Agreement, whether now known or hereafter devised, Zuda shall pay You in accordance with the consideration structure created by Zuda, in good faith, for such exploitation.

Which I’m reading as, “We’ll come up with a rate for that brain-beaming. Trust us.” Once again, it’s these ambiguous cases that I hate, because it lets whichever party has the advantage in a contract (one guess as to who that is) leverage things further to their advantage.

6 and 7. Except for the biweekly $250 installments, payments and accounting are as in the Right Agreement: every six months and only if you’re owed at least $200, and you’re allowed to audit the books at your own expense.

8. What you create under this contract is subject to the same rights transfer as the Rights Agreement.

9. You may be assigned an Editor, and you will do what (s)he says.

10 — 13. Boilerplate matching the rights agreement: you created this stuff, it’s yours to assign, nobody else has a claim on it; if either you or Zuda screw up somehow, the other is not to blame; you’ll get credited on things that Zuda produces/prints; you get free stuff.

14. Layin’ down the law — if you fail in certain ways, you’re in default of the contract:

  • not meeting deadlines
  • not providing satisfactory work
  • not doing anything else in this contract for any reason (including being incapable)
  • not being straight about who you are and being legally able to enter into this contract with respect to this work

Given that I’m not any kind of lawyer (much less entertainment/IP), I’m guessing that this paragraph is entirely boilerplate; it’s reasonable enough to have things like deadlines, and if Zuda were to become arbitrary about what’s “satisfactory” or make a habit of coming up with unworkable deadlines with the sole purpose of screwing you, word would get around pretty fast. Hell, just putting these contracts out there in advance of accepting any submissions tells me that they aren’t interested in screwing you in an arbitrary fashion.

Zuda are apparently going to be avoiding the all-too-common situation in comics where a “monthly” book slips to “bi-monthly”, then “quarterly”, then “we’ll let you know when we can re-solicit”. As a reader, I applaud them for this; when asked for advice about how to build a webcomic audience, pick a schedule and stick to it is always at the top of my list.

BUT if you have circumstances in your life where, at random times for unpredictable durations, you’re unable to work (health or family issues, crippling creator’s block, whatever), best to disclose that at the beginning and find out if Zuda are willing to amend the contract or not; being in breach (no matter how unpredictable the reason) is not somewhere you want to be. How much do you not want to be there?

15. You got 10 days to fix the situation after you’re in default, then you’re subject to termination. You’ll get nothing more (except for what you’d be entitled to from the re-presentation of your work in other forms). Let’s call paragraphs 14 and 15 the Howard Tayler sez, “Keep a damn buffer!” section of the contract. You don’t get to run guest weeks at Zuda.

16 — 27. Repeats from the Rights Agreement: you or Zuda can transfer your interests to another (but you can’t up and say, “Pay Bob over there for the strip ’cause he’ll be drawing it from now on”); Zuda can do business with other Time Warner companies; register all issues in writing; law of New York state prevails; in the event of dispute, your only recourse is a suit; waivers are specific to individual items; Zuda isn’t obligated to actually publish you; if it’s not attached to this contract it doesn’t exist; you can’t be compelled to do something illegal; you and Zuda are not partners; paragraph headings are descriptive and have no legal meaning; and there are no third parties.

[…] Gary Tyrrell continues his examination of the recently posted Zudacomics contracts with a look at the Services […]

[…] Reviews Okay, so we’ve picked apart the contracts, and we’ve all had plenty of time to think about things. Let’s put this to bed, shall […]

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