An Un-Terrific Contract, Part 2

It’s been a while since I first weighed in on some alleged pages of a comic book creator contract and supporting documentation floating around online.  Since then some new pages have emerged which I thought warranted discussion.  But let me repeat a few important notes.

First, an important note, while I am an attorney I am not your attorney.  So this is not specific legal advice for you if you are looking at this contract.  But if you are looking at a contract with similar or identical language, then I’d advise you to get some legal representation to confirm what I’m saying.

Second, while I don’t do comic book development contracts for a living, I have been a lawyer for over 20 years (damn, I’m old), I’ve been an adjunct law professor, I’ve written a book on social media law, and I’ve written a comic book.  I even put out an open-source contract for comic book writers to use when hiring their creative team for developing their own title.  I don’t claim to be an expert in this field, I just have some experience.

Third, as I noted, I have no way to authenticate these documents.  They could be real, they could be fake–either way, you wouldn’t want to sign them or probably be affiliated with someone who gives them to you.

Let’s dive back in.  All credit to @JAMALIGLE for posting these.

  • The numbers themselves are a business term, but earning $640 on 20,000 issues feels low (the first bracket from 10k-30k sales).
  • First sentence is missing some words that makes it difficult to unravel.
  • Is Net Wholesale Revenue a defined term elsewhere?  Because if so, it shouldn’t have attached language that appears to modify it–do that in the definition or carve out a subsection as to why a modified Net Wholesale Revenue calculation will be used here.
  • The second sentence is another run-on with multiple concepts, so I’ll try and parse it out.
  • Costs for covers will be deducted from Net Wholesale Revenue.  That’s not smart.  Costs for covers are part of production, wholesale revenue is income from distribution.  Once you have the income you deduct the expenses to arrive at profits or whatever you want to call them in the contract.  But deductions to wholesale gross revenue should be related to the, you know, wholesale.
  • There’s also a strange circular logic here.  Royalties due to a cover artist will be deducted from wholesale revenue?  How would those be calculated differently from the revenue here?
  • The last bit about covers “artificially” increasing sales unrelated to the rest of the art–I have no idea what’s trying to be said here.  Will all of the variant cover sales be subtracted from wholesale revenue?  That doesn’t make sense–that’s why you would invest in the production side: to incur additional costs in order to increase sales.  There’s nothing artificial about that, it’s planned.
  • Ending royalties if the artist stops working is a jerk move.  I could understand subtracting any additional or incremental costs incurred in obtaining new artists, but if you’re making money on a created project then you should be paying royalties to the people who created it.
  • Royalties are only paid when the series is done–then why have a section saying royalties stop if the series isn’t finished?
  • Paying royalties for only 36 months seems bizarre–the publisher is either making money or not off the work, so royalties should be part of that process.
  • Royalties only being paid if the artist is still working for the publisher is horrible.  There’s no language here preventing the publisher from firing an artist for no reason right before their awful royalties calculation kicks in.
  • Saying the royalties will be divided over 36 months–divided how?  Equally?
  • Also, some free contract tips.  Never, I mean NEVER, put in a contract that you’re doing something for “cash flow.”  Your cash flow is your problem and if you can’t solve it then you won’t be in business for long.  Putting it in a contract looks like naïveté at best, at worst it looks like you’re trying to get someone to go in on some shady financial dealings.

 

Section 1.

  • Sigh.  If you’re making a section about how you aren’t hiring someone but instead engaging them on a work-for-hire basis, then YOU DON’T CALL THE SECTION EMPLOYMENT.  Contract headers usually don’t matter (in fact, most contracts will have a section explicitly saying that), but it makes you look dumb.  You call this section WORK FOR HIRE, or NON-EMPLOYMENT, or something like that.
  • It’s a work-for-hire basis, not work-for-hire Services (even if Services is later defined).
  • “draw and create” – what’s the difference here?  This is your contact, spell out what your terms mean.
  • Second sentence is a mess.  Clean it up.
  • Sentence three says there’s an exception for issue 1 being 22 pages.  Wait, this is per issue?  Why didn’t the earlier sentence say that?  How many issues, then?  You have to be particular, this is a contract.
  • Last sentence is also a mess.  It sounds like a not-smart person is trying to make it so they can modify the terms of the contract later because of economic reasons, but the result is not what it is intended.  You have to be specific–if you’re reserving a right to modify the page count you have to say that, otherwise you’re just commenting on random stuff you might be doing.  I might eat some breakfast, I might go to the bathroom, I might change the page count.  Great, who cares in this contract?
  • You don’t terminate a person unless you’re a robot sent from the future.  You terminate a relationship with a person at most.  And even then you don’t terminate a work-for-hire, you set up times or pages where you can opt not to proceed.

Section 2

  • PLEASE USE GOOD GRAMMAR WHEN HEADER MAKING OR ELSE YOU SCREAMING YOU INCOMPETENT.
  • The first non-screaming sentence is a jumbled mess.  Why does the budget matter–the page rate should matter since that’s all this covers.  Then the sentence seems to turn into something else that is confusing.  Does this impact the amount?  What are the deadlines and other obligations that must be met.  Be particular.
  • The next sentence, still not listing the actual requirements, then says the recipient gets more money than has been budgeted.  Um….
  • Dividing payments is fine but you have to be particular (a theme).  You get the first part when signing….what?  This contract?  You get the second part for proof of WHAT payment?  The first payment that YOU made?  Why is that a requirement for the artist?
  • Within 30 days of payment….by whom to whom?
  • How is net wholesale profits defined (and why isn’t it a capitalized term)?
  • “Within days forty-five (45) days” Please proofread your contracts.
  • “after all distributors have paid” It’s fine to have a condition to trigger payment, but you have to (wait for it…) be particular about those conditions.  List the distributors.  Otherwise you could just always be saying that you have another distributor that you’re going to use and they haven’t paid you yet since you haven’t started working with them.
  • Oh boy, attaching money to vague stuff like supporting the publisher is a big red flag.  What does that mean??
  • Complete is a different word than compete.  So use the right one.

Look, I’m going to be honest–I just can’t continue with this page.  This page is a huge, horrible mess.  I totally get that a section like FEE covering all of the money is going to get complicated, but that’s why you usually break it up into subsections and topics.  There’s just so much jumbled together here–it isn’t innovative or creative, it’s confusing and frustrating.  This page makes me sad.

If, in my professional capacity, someone sent me this contract to review I would just reject it outright and tell the writer to get an attorney.  If they insist an attorney wrote it, then I’d tell them to get a better attorney.

Contracts matter.  They form the foundation of a business relationship.  They don’t have to be formal and filled with Latin, but they do have to be understood by both sides.  It’s a concept called the meeting of the minds.  The mind that wrote this, I can’t meet.  They’re too scattered on paper so they need someone to organize this and help it make sense.

I still don’t know if these pages are legit, but I can only repeat my advice that if it is legit, avoid this contract.

One thought on “An Un-Terrific Contract, Part 2

  1. I have been an attorney for over 40 years (which means I am even older!) and if I had a client bring me this contract to review, my advice would be very simple: WALK AWAY! There is nothing in this contract which would benefit “Recipient” and I would not have any hope that the person who, for some reason, is calling itself “Discloser”, would ever revise this proposal sufficiently that it could ever be acceptable.

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