TokyoPop has started something they call "The Manga Pilot Program" designed to bring in eager young artists ... who don't mind signing away all their rights. Let's take a little look-see at the friendly, "plain talk" contract they're offering. First off, though, let me just say that informal chatty language is just as bad as complicated legalese if it serves to hide the ways the publisher intends to take away your rights to your own work and give you as little as possible.

Let's begin...


The TokyoPop contract goes out of its way to try to sound like an informal friendly agreement. In fact, it avoids the word contract as much as possible, calling itself a "pact." The goal here is to be so casual that the reader will relax and be lulled into forgetting that this is a legally binding agreement, and one that basically says "you give us whatever we want, and we'll give you what we want you to have." It says this in such a positive and cheery tone that you won't even notice all the ways it says they can take your work, do whatever they want with it, and pay you as little as they like.

The TOKYOPOP Shining Stars Program Pact
Date of this pact: 5/22/2008
MAKING A MANGA PILOT FOR TOKYOPOP
TOKYOPOP wants you to make a manga pilot for our Shining Stars Program. What’s a “manga pilot”? It’s either a standalone short story or the first chapter of a graphic novel that you intend to write and draw (or just write or just draw). It’s between 24 and 36 pages in total plus a piece of color key art.

AN AGREEMENT TO HAVE SOME SERIOUS FUN TOGETHER


Before you get started, you and we need to agree on a few things that
we’ve written down in this pact. Then both you and we need to sign it.

This pact is your contract. 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”, and that’s just what our Shining Stars Program is all
about. We’ve tried to make this pact informative and easy to
understand, so you and we will both be clear about what’s expected.

Okay, so here we're setting the stage; this paragraph is intended to instill a healthy distrust of legal language as found in a standard contract. Notice the buzzwords; "double-column
microscopic boilerplate and mumbo jumbo written by Hollywood attorneys" because of course everyone knows that lawyers are all crooks, and "Hollywood" attorneys are the worst of all. But TokyoPop isn't like that. TokyoPop are your friends. They aren't going to rip you off, because all they want to do is "have some serious fun together". Right? I don't know about you, but when somebody tries that hard to be my pal, I tend to get suspicious. Especially when they're aiming this deal at kids under 18.

A STANDARD PACT
To make things simple and fair, everyone in the Shining Stars Program gets the same basic pact and the same payments. The only part that’s unique to each pact is the information about you and your project on the next page.

In other words, this contract is non-negotiable. If your manga takes off and becomes the next Sailor Moon, oh well, too bad, TokyoPop owns it and you're out of luck..

TWO BASIC TERMS
When we talk about your project, we’ll capitalize it, like this: “Project”. We do this so that you and we understand it means the specific idea (characters, concepts, and worlds) that you want to use as the basis for your manga pilot.

When we talk about the manga pilot you’re going to make based on your Project, we’ll capitalize it, like this: “Manga Pilot”.

A PACT FOR YOU AND US
This pact is between you (your name is on the next page) and us (we’re TOKYOPOP Inc., and we’re located at 5900 Wilshire Blvd., Suite 2000, Los Angeles, CA 90036). This is the agreement between you and us that has to do with your Project and the Manga Pilot.
OK, ON TO THE NEXT PAGE TO FILL OUT SOME INFORMATION ABOUT YOU AND YOUR PROJECT.

This is standard legalese rewritten into what some lawyer thinks teens sound like, but there's nothing particularly creepy about this part. We'll get there.

The next part is a form to fill out, asking for name, project description and so forth. We'll skip ahead. There's a long section describing the details of how the project is supposed to be done, but it doens't contain anything particularly egregious until you get to this:

COMPLETING THE MANGA PILOT AND GETTING PAID
Please keep in mind that we won’t pay you the Pilot Fee mentioned on page 2 until we’ve received and approved the completed materials you’re creating for the Manga Pilot.

In the professional world, they call this "spec work." In other words, you do the work first, and then they will decide whether or not they will buy it. Real publishing companies pay you for your work, provided you met the terms of the contract, but TokyoPop has left themselves an "out." They can review your proposal, look at your samples, decide that they want you to do a pilot for them, and then decide not to pay you for it. Nice.

There's a bit about how they can decide to dump your project if it's more than a month late, and then a long "CYA" (Cover Your Ass") section about making sure (overly sure, frankly) that everything in your project is your original work or public domain, which they define as "created prior to 1909", ignoring the "fair use" provisions of Copyright law, and the many works that fell into the public domain in 1922, 1956, 1978, 1992 and so on. But they're also super-cautious about names:

LEAVE OUT REAL PEOPLE AND REAL EVENTS; THEY’RE DANGEROUS
You promise there aren’t (and won’t be) any actual events or actual people, living or dead, in your Project or Manga Pilot. In particular, this means you won’t use the names or images of actual people. First names are OK, last names are OK, but when you put them together, sometimes there’s an actual person with that very name who will want to sue you (and us) for using it.

This section should only apply if the name is that of a celebrity or public figure. There are probably hundreds of people named Harry Potter or Bruce Wayne, and they can't do a thing about it, because names are not protected by Copyright law. Celebrities and public figures enjoy an extra level of protection because of some "right of likeness" laws and court rulings that give them the right to control use of their image, name, voice, and other distinctive characteristics. So don't name your character "Lindsay Lohan", mmmkay? TokyoPop is very careful about protecting themselves from legal problems. You? Not so much:

That’d be bad, for a couple of reasons. It could mean that we have to take your Manga Pilot off the Internet, or destroy anything printed about it, until you fix the problem.

More important, you’ll have to be the one pay to defend against that person’s lawsuit. We don’t think you want to have to do that, and we figure that if you know the risks it’s less likely this problem will occur. So that’s why we ask you to be extremely careful.

DEFENDING YOUR WORK
You promise to protect us from claims anyone makes that you violated their rights in connection with your Project or Manga Pilot. This means you’ll pay for all the lawyers to fight it out and all the other costs necessary to fend off those claims, in or out of court.

And, if things do get ugly and end up going to court, this means you’ll also pay for all the expert witnesses and court costs and, if the other guy or gal wins, you’ll pay whatever the court awards them, too.

An example of the kind of claim you might have to defend against is copyright infringement, which could happen, for example, if you accidentally or on purpose use the lyrics of a current popular song in your Manga Pilot.

By the way, requiring you to pay to defend against lawsuits like this is a customary obligation for U.S. creators. It’s not something we just dreamed up to add to this pact.

A little later on in the contract, TokyoPop is going to let slip that they will be co-owners of your work, but you get to bear 100% of the liability if somebody sues. They will throw you under the bus in a second, but hey, it's "standard practice" and we don't have to do any better than that, right?

Also note, this contract makes no distinction between legitimate lawsuits and frivolous or nuisance suits. If somebody sues TokyoPop for anything and happens to name your project in the complaint, you could get stuck paying legal costs for a baseless claim that has nothing to do with you.

Next comes the "exclusive" part of the deal.

IT’S AN EXCLUSIVE ARRANGEMENT, BUT ONLY FOR AWHILE
You promise the Project and Manga Pilot haven’t been publicly exploited anywhere or any time and that you won’t publicly exploit the Project and Manga Pilot any time during the “Exclusive Period”.

The “Exclusive Period” begins on the date of this pact (it’s the first date mentioned at the top of page 1) and ends one (1) year after we’ve received and approved the completed Manga Pilot.

We don’t want to get too technical here, but we want to explain one thing. We’re using the word “exploited” in its broadest positive meaning (and we’re not talking about the other meaning of “exploited” — taking unfair advantage in a selfish way).

Boy, it sure is good they clarified that, because this contract seems pretty exploitive ("taking unfair advantage in a selfish way") to me.

And now we get to the fun part...

WHAT WE AGREE TO DO:

WE’LL PAY FOR THE APPROVED MANGA PILOT
We promise to pay for making the Manga Pilot as long as we receive and approve all the completed work.

Once we’ve received and approved your completed Manga Pilot, we’ll submit an approved invoice to our Finance folks. Within 30 days after that, we’ll send you the Pilot Fee mentioned on page 2.

We’ll mail a check to you at the address you’ve given us on page 2. If you want the check sent to a new or different address, we’re happy to do so, but we’ll need to get those instructions from you in writing.

But if we don't approve it, you get nothing. You will do all this work in the hope that you might get paid.

DECIDING IF YOUR MANGA PILOT IS APPROVED
You agree that it’s up to us to decide if your Manga Pilot is completed and approved. There’s a number of reasons why we might not approve it, and some of the most important ones are listed below. We’ll try to work with you to fix any problems, in order to approve the Manga Pilot and pay you. But if you and we don’t agree that you fixed any problems, like the ones below (and some others, since this isn’t a complete list), we won’t be able to pay you.

Did you catch that? They can decline the project for pretty much any reason or no reason at all, because "this isn't a complete list" of specific reasons to reject it. The list that follows repeats the stuff you were warned not to do, but it also includes a general all-purpose rejection reason:

• We don’t understand the story or what the characters are supposed to be doing (yes, this is subjective, but you agree that we can be subjective).

So your work, which they asked you to do, can be rejected for any old subjective reason the company likes.

Now back to that exclusivity period...

OUR APPROVAL AND THE EXCLUSIVITY PERIOD
If we haven’t given you a thumbs up — our written notice of our approval — of the Manga Pilot within 30 days after we’ve received it from you, then you can consider the Manga Pilot rejected and the Exclusive Period will end right then and there, that is, on expiration of that 30 day period.

But if, instead, we do give you written notice that the Manga Pilot is approved or if we ask you to complete or fix things in the Manga Pilot in order for us to approve it, the Exclusive Period will continue on until one (1) year after we’ve told you we’ve approved the Manga Pilot (or the second Manga Pilot if we ask for one).

TESTING YOUR MANGA PILOT WITH AN ONLINE AUDIENCE
Since a big purpose of the Manga Pilot is to see whether people like your story, characters, concepts, and worlds, then, if we approve the completed Manga Pilot, we’ll give it an online test (probably on www.tokyopop.com, but possibly elsewhere, too).

WE CAN REQUEST A SECOND MANGA PILOT
We may feel it’s important to test a second installment of your story, so you give us the right to ask you to do a second Manga Pilot based on the Property. If we want you to do a second Manga Pilot, we’ll let you know within six (6) months after you’ve given us the completed first Manga Pilot and we’ve accepted it.

Oh, yeah, we’ll pay you another Pilot Fee when you deliver and we accept the second Manga Pilot. All the same stuff in this pact that applies to the first Manga Pilot also applies to the second Manga Pilot.

In other words, we reserve the right to stick you with the same crappy contract for installment #2 that you got for #1. No upgrades.

RIGHTS YOU GIVE TO US:

GIVING US PUBLISHING RIGHTS FOR A PERIOD OF TIME
You give us the exclusive worldwide rights during the Exclusive Period to publish the Manga Pilot. Here are some quick definitions:

• By “exclusive”, we mean that we and we alone can publish the Manga Pilot during the Exclusive Period.

• By “publish”, we mean that we can publicly display (like on the Internet or on mobile phones, iPods, or e-book readers) and exhibit (like in an art gallery or at a comic convention) all or any part of the Manga Pilot and iManga or other adaptations we make of the Manga Pilot as well as publish the Manga Pilot in books, magazines, newspapers, and other printed publications. We may do any or all of these things and may charge for them or give them away for free. If we charge for them, we get to keep the income. We may give others (like other web sites) the rights to do any or all of these things, too.

That's right, they can reprint your work in any manner they want, and don't have to give you another dime. And they can give, lend or sell your work to other companies, and again, you get nothing.

GIVING US ADAPTATION RIGHTS
You give us the right to reformat, adapt, and modify the Manga Pilot for iManga, our motion graphics video format, as well as for other ways that we may change it in order to display, print, and exhibit it.

This could include, for example, breaking apart or resizing panels for display on a mobile phone screen, retoning panels to fix those nasty moiré patterns, adding colors, transforming the Manga Pilot into an iManga with a soundtrack, and more.

Notice the weasel-words: "as well as for other ways that we may change it in order to display, print, and exhibit it", and then later a vague "and more." In other words, they can do whatever they want with your work, including having somebody else rewrite or redraw it if they so choose. Never ever sign a contract that includes vague "and more" clauses, because that is simply giving everything away. "More" covers an awful lot of territory.

And now we finally get to the appalling part:

“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.

Of course, you still have your rights under this pact to your credit.

Wow. First they throw in a little casual ethnic slurring, suggesting that "moral rights" are some stupid idea that those wacky French "thought up", ignoring the fact that it's the law in most countries including the US, and has been part of the Berne Convention (international copyright law) since 1928. Then they go ahead and lie about what's included in your "moral rights". They suggest that it's just your right to have your name on your work, but it's a great deal more. Aside from your right to have your name on it (or to leave it off if you prefer, or to use a pen name), your "moral rights" also include the right of integrity; that is, nobody can change your work without your permission. There are other rights involved, too, and you retain them even after you sell your work... unless you sign them away, as this contract asks you to. Here is the Wikipedia article on Moral Rights.

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.

Translation: we'll give you a credit line if we feel like it. And then we get back to more of that "exclusive" stuff. They're spreading it out so you don't notice how much they're grabbing...

By “exclusive”, we mean that if you agree to our offer, we and we alone will have all the rights listed above.

• MANGA CREATION RIGHTS
The exclusive rights to have you create manga books and online manga based on your Project, for which we would pay you royalties from sales and an advance against those royalties

Translation: We own you. If your manga's a hit, you can't shop for a better deal elsewhere.

• CO-OWNING THE RIGHTS
The right to co-own with you the worldwide copyrights in the Project and manga books and online manga based on the Project, and the exclusive worldwide copyright administration rights

In other words, "We co-own the property you created, but you don't get to make any of the decisions about it, because we have worldwide administration rights. We can sell it to whoever we want, and you can't say jack about it. And you can't look for a better deal elsewhere."

• ADAPTATION RIGHTS
The exclusive rights to create and exploit—including the rights to give others (including all our related companies) rights to create and exploit—other works based on the Project (like movies, TV series, videogames, and T-shirts), for which we would pay you customary royalties and give you a portion of income from third party licenses

Again with the weasel-words: it says they can do things "like movies, TV series, videogames, and T-shirts" but not limited to those items. If they want to do lunchboxes or toilet seats or a hentai version, you have to let them. For this they'll pay you whatever they feel like; they call that their "customary" fee.

• MANGA ANCILLARY RIGHTS
The exclusive right to manage all ancillary rights in the Project (these includes things like foreign language versions, spin-offs, and sequels), for which we would pay you customary royalties and give you a portion of income from third party licenses

Again, "includes things like". This clause gives TokyoPop the right to hire somebody else to do sequels and spin-offs without your involvement or consent. You will have absolutely no say in how it's written or what it looks like, but they will pay you something for it anyway.

There's more, but you get the point. Do a little Googling and see what others in the industry (such as Lea Hernandez) have to say about TokyoPop's contract. It's not pretty.

Above all, pay attention to this: TokyoPop is very careful about how they write their contracts and how they enforce them. If you sign this one, you will get screwed, and there is nothing UNSCREWED can do about it. The contract is legally binding (it's just really crappy for you), and TokyoPop will adhere to it religiously, so you will have no basis for any legal action. We can't help you. All we can do is warn you. Don't sign.