What do you know, TP has put a fresh coat of paint on their crappy contracts by launching yet another "We're gonna make you a star!" IP farm. This time, it's "Manga Pilots," where creators, for a flat fee, create a 24-36 page story But wait, there's more! This contract (which they call a "pact"), is written in twee, simplistic language:
In fact, it makes a contract's terms as hard to interpret and enforce as it is to hold onto melted Jell-O.
But, wait, let me share with you what moral rights are, according to Betsy Rosenblatt, Harvard Law School:
Then let me share with you this choice phrase from the Manga Pilot "Pact:"
There you have it, folks: Moral Rights are dumb because the French thought of them, so give them up.
That's really all you need to read to know this contract sucks. The surrender of droit moral covers well the one-year exclusive, one more year after the exclusive to allow TP to match offers, and the PERPETUAL (that's forever, tee-hee) non-exclusive rights of TP to publish your work in any form without compensation or credit.
All this for a flat fee, the amount of which is not mentioned in the "pact." There's a nice blank spot for that.
This permutation of TP's lousy track record with creator's rights is written in talent scout dialect. Read aloud, the terms remind me much of Steve Albini's description of hip young A&R guys in "The Problem with Music:"
I am comfortable going on record as saying this is the most childish and disingenuous legal document I have ever read.
Ce contrat est un morceau de merde. La même merde, jour différent.
There's some French worth learning.
"You’ll notice this doesn’t look like your everyday ordinary contract — the kind filled with double-column microscopic boilerplate and mumbo jumbo written by Hollywood attorneys — but, nonetheless, this is a contract. It’s written in the spirit of 'serious fun'..."No matter how cute, how hip, how friendly a contract is written, crap is crap. Calling it a "pact" doesn't mean it's not a contract. Legalese has gotten a bad rap as a tool of obfuscation, which is the fault of the people who abuse it. It's a a tool that can also clarify, and a lack of legalese doesn't make a contract friendly to a creator.
In fact, it makes a contract's terms as hard to interpret and enforce as it is to hold onto melted Jell-O.
But, wait, let me share with you what moral rights are, according to Betsy Rosenblatt, Harvard Law School:
"The term "moral rights" is a translation of the French term "droit moral," and refers...to the ability of authors to control the eventual fate of their works. An author is said to have the "moral right" to control her work. The concept of moral rights thus relies on the connection between an author and her creation.
The scope of a creator's moral rights...may include the creator's right to receive or decline credit for her work, to prevent her work from being altered without her permission, to control who owns the work, to dictate whether and in what way the work is displayed, and/or to receive resale royalties."
Then let me share with you this choice phrase from the Manga Pilot "Pact:"
"“MORAL RIGHTS” AND YOUR CREDIT
“Moral rights” is a fancy term (the French thought it up) that basically has to do with having your name attached to your creation (your credit!) and the right to approve or disapprove certain changes to your creation. Of course, we want you to get credit for your creation, and we want to work with you in case there are changes, but we want to do so under the terms in this pact instead of under fancy French idea. So, in order for us to adapt the Manga Pilot for different media, and to determine how we should include your credit in tough situations, you agree to give up any "moral rights" you might have."
There you have it, folks: Moral Rights are dumb because the French thought of them, so give them up.
That's really all you need to read to know this contract sucks. The surrender of droit moral covers well the one-year exclusive, one more year after the exclusive to allow TP to match offers, and the PERPETUAL (that's forever, tee-hee) non-exclusive rights of TP to publish your work in any form without compensation or credit.
All this for a flat fee, the amount of which is not mentioned in the "pact." There's a nice blank spot for that.
This permutation of TP's lousy track record with creator's rights is written in talent scout dialect. Read aloud, the terms remind me much of Steve Albini's description of hip young A&R guys in "The Problem with Music:"
"After meeting "their" A & R guy, the band will say to themselves and everyone else, "He's not like a record company guy at all! He's like one of us." And they will be right. That's one of the reasons he was hired.
"...A & R guys...present the band with a letter of intent, or "deal memo," which loosely states some terms...If the label presents them with a contract that the band don't want to sign, all the label has to do is wait. There are a hundred other bands willing to sign the exact same contract."
I am comfortable going on record as saying this is the most childish and disingenuous legal document I have ever read.
Ce contrat est un morceau de merde. La même merde, jour différent.
There's some French worth learning.


Comments
I weep for the teenagers/twenty-somethings who will be suckered in by this latest IP-grabbing scam.
Creators should own the rights to their stuff and have control over them. PERIOD. No exceptions. I guess I am just old-fashioned for believing in that concept anymore...
Hey, I've got a few more words for TP.
Abruti!
Fils de pute!
Trou du cul!
(Translation available on request)
:D
That is seriously disgraceful, not to mention one of the most patronizing things I've ever read, which is saying a lot for TP.
I'm fine with a new creator being given opportunities that are less than ideal for any number of reasons, if such is their desire to 'break in, (though I believe the value of such is likely to be questionable at best),' as long as the creator is given all the facts necessary to make an informed decision, and the company plays fair and consistent with their end of the agreement. But that whole 'fancy French idea' stuff is just crap, and it mocks notions that creators should find essential.
Your A&R man analogy seems apt and insightful. Good on you for spotting this and making people aware, Lea.
Gail
They never disappoint.
"Damn to the depths whomever came up with 'moral rights'!"
"That would be the French."
Honestly, I've never seen something ooze that much smarm and condescension, especially in a legal document. I'm having a hard time picturing anyone signing this without some cartoon villain holding hte contract out.
"Oh, it's just a small matter, a trifle! You'll hardly even miss it..."
Une grande arnaque
You can ignore that too TP.
On the other hand the publisher needs to be able to turn out a product that will deliver a profit. Without that control, the publisher will not be a publisher for long.
The ideal workable solution is somewhere in between these two ideas.
That said, this contract sounds like a ration of male bovine waste material, the smell of which none my abide. But then again, why any writer/artist would enter into any contract without their lawyer blessing that document?
That brings a question to mind... There is a writer's guild. Is there a similar organization of comic book artists? If not, their should be.
Gah, these people sicken me! What's the last line say? "Just stick the needle in your arm! It's fine! everyone's doing it! It makes you cooler!"
>:(
If this was about five years ago, I'd be expecting "It's a French Idea, so we'll call it FREEDOM Moral."
Also it kinda bothers me that a professor at my school keeps trying to get people who draw in a manga style to submit to Tokyopop though to be fair he does also say "Don't give them your best idea".
However, this contract.. ick! I don't even know what to say. I keep getting rumblings about changes in how the systems work internally now. If this is the direction it's going.. "le *sigh*"
Quote:
MATCHING OFFERS FROM OTHERS
If you and we can’t agree on the terms or if we’ve agreed on terms but haven’t signed the Original Property Agreement by the end of the Exclusive Period, then we’ll have the right to match any offer you receive from anyone else for any rights in the Project. That means that if you receive an offer that you’d be willing to accept, you’ll have to tell us right away what the terms of that offer are, and we’ll then have two weeks to decide whether we want to match that offer. Oh, you only have to come back to us with any third party offer you receive within one year after the Exclusive Period ends; after that, our matching right expires.
So if TP turns me down, and I take it somewhere else, and I get an offer, I have to tell TP about it, and tell them what the offer is? What if TP makes a matching or better offer, but I feel burned and rejected and want to go with the newer offeror instead of TP? Does "matching rights" mean I have to take their matching offer? If not, what is the point of the clause? Market research? Maybe there is something there that I am missing? I don't get it. Why, having been rejected, would I want to go back?
Quote:
AFTER THE EXCLUSIVE PERIOD OF THIS PACT ENDS
Once the Exclusive Period ends and even if you and we haven’t entered into an Original Property Agreement, we’ll still have the worldwide right, continuing forever, to publish the Manga Pilot on a non-exclusive basis. “Non-exclusive” means that both we and you can publish it and give others the right to publish it other formats. We’ll own and continue to have the exclusive right to publish any iManga or other adaptations that we make based on your Manga Pilot.
Am I reading this right? So after one year, my rights to do what I want with the work revert to me, but somehow they also retain rights to publish on the web or "other adaptations?" What do they mean "other adaptations?" That really should be clarified in this clause rather than elsewhere in the "pact." So rights revert to me, and I can take my comic and make a graphic novel or licence a video game or publish on the web or whatever, but simultaneously, without me, they can do the same exact thing? If that isn't what they mean, and all they mean is that they want to be able to publish the work on the web and in anthologies with other such submitted works, they should be clear.
Believe it or not: Dealbreaker:
WHAT WE CAN DO WITH YOUR CREDIT
And, speaking of your credit, customarily we give you credit for your work as the writer and/or artist of the Manga Pilot. However, we may have to shorten or leave out your credit when the space available or the conventions of a format won’t permit it or if it would have to be too small to read (for example, when the Manga Pilot is viewed on mobile phones). You’re OK with this.
No, not OK. It isn't like they wouldn't find a place to put the Tokyopop logo in somewhere. How come the author/artist doesn't get the same consideration? That's just... well, weak, quite frankly. Half-hearted and weak. Txt in the name, what's the big deal?
Here is the catch with this: So after TP are done with you, if some other company wants to buy the rights from you (IE. Shonen Jump) and they are a bigger company who has a much bigger market base and they are willing to pay you 5% royalties then all TP needs to do is agree to pay you the same even though TP might sell a whole lot less and advertise a whole lot less which gives you a lot less money in the end.
Not to mention, all the company based perks for working with another company. Like being able to use their characters in your story (If I work for marvel I can stil wolverine in my story and drive up sales if they approve of it, if I work for TP what characters do I get? I luv halloween?)
-AFTER THE EXCLUSIVE PERIOD OF THIS PACT ENDS:
the least of your worries is them publishing anthologies. They have non-exclusive rights, which means they can sell it just like you can. And remember, you have to tell them about any deals you get for the next year. So they can contact those companies after you inform TP about the deal and TP can sell them your story for less then what you want to charge.
TP also keeps the rights to publish this project in other formats in another paragraph, so TP can under sell you on that video game or movie based upon your manga that you want to license too.
What's worse? Using legal-speak for a contract that a person may have to ask others about to make sure they understand it 100% before they sign, or talking like a snake-oil salesmen giving people a false sense of security like they're in it for you without properly defining anything and glazing over important facts?
'Pact'? PLEASE. This isn't some clubhouse oath, this is a contract defining your rights for something you've created. Sure a flash of cash is great, but some people who may end up signing up don't realize just how hosed they're going to be by signing this, and that they're throwing away more profit for themselves along with apparently their notoriety on their own damn work.
It takes some balls to go about it like this.
I mean, REALLY! Wowza.
And yet, I suspect there are people who are already lining up to sign it. *sigh*
Like I knew nothing.
No. I don't. Ever.
(Dudette - California Orange County specials, walking in the door. They're ALL like that.)
Explain?
If this was passed by a lawyer at all, it's one who might need to be inspected by his bar association...
I think this contract would not hold up in court, but that won't stop TokyoPop from screaming and threatening people who signed it that 'You Signed A Contract So You Have To Do What We SAY!'.
The french bashing is a little much :(
TP has been pissing me off with it's latest titles and the wierd-ass specs it has for RSOM. THis just makes me laugh :D
I read one today. Nice art, god writing in the first half. Would've been excellent to develop as a webcomic.
But no, that $750...
But, I'm saying all this on a quick read of the post and the comments and before reading the actual "pact." I'd like to think their hearts are in the right place... even though I've heard the usual rumours that no one has proven the actual existence of a publisher's heart.
Trying to.
Maybe it would have been better to have the real contract in regular legalese, and have an explanation of it attached, but by making the explanation the actual contract, there's no chance of someone saying "Does the contract REALLY say what they claim it says?" A lawyer would have to decide whether or not the "plain speak" version carries proper legal weight, but you know TokyoPop's lawyers wouldn't have let it out the door if they couldn't show that.
I could have done without all the "Well, we're just sitting here chit-chattin' with ya'" extra verbiage, but, after slogging through a lot of really long and wordy contracts, I'm actually glad to see one that just tells you right upfront what it's asking and what profit they expect to get from their (big or small) monetary investment in you (which includes not just what they pay you but all the costs of printing and marketing and people-hours), and leaves it up to you to decide, "No, I'd rather do it a different way."
edited because I just can't ever stop tweaking things
Edited at 2008-05-27 10:37 pm (UTC)