Discussing contracts over a video call isn’t ideal.
Generally speaking, audio calls tend to be more stable while video chats can glitch. The extra data required to support the conversation means a heavier load on the connection which means things get lost in conversation.
I had to repeat the clause for the fourth time. It wasn’t ideal.
But it was necessary.
During my time at Lezhin, I had these calls twice a quarter. Either a prospective creator was interested in contracting with us or a signed creator wanted more details on what a particular clause meant.
Sometimes we both had video on, sometimes it was just me. I did it so that whoever was listening could see my face and I could (hopefully) create some rapport. Not to convince them to sign or to just believe everything I was saying, but to feel comfortable enough to ask questions.
After a year of trial and error, I found my sweet spot. I’d have a video call, explain everything in detail, then summarize the conversation with important points in an email. I’d bold sentences if necessary.
So, for the purposes of this explanation… I’m going to bold the important parts.
This is a free post, but there are paid posts on Webtoonish… which is why I’m offering a free 7 day trial to Webtoonish. So make the best of it and read all the paid content over the next week.
Rights and Responsibilities
Often known by entitlements and obligations, rights and responsibilities are usually pushed to the middle or the back of a contract, but they constitute the core topic that is being dicussed.
In publishing, agents and representatives put a lot of focus on the granted rights and payment because that’s what’s being negotiated. But the rights and responsibilities outline how the relationship between both parties will move forward.
Let’s simplify that with an easy example.
If I create a webtoon and contract it to a publisher, the publisher will request several rights from me. Likely distribution (the ability to publish and distribute the webtoon), marketing and promotion (tell people about the webtoon), and secondary rights (make merch, adapt to other media, etc).
My responsibility, as a creator, would be to create the webtoon and deliver it on a timely basis. There may also be requirements to adjust the story according to required edits or produce additional material, but that would be listed out as my responsibilities as the creator of the work.
If I am late with the manuscript, do not produce work of sufficient quality or otherwise fail my responsibilities, then the contract can be cancelled.
But that’s only half the equation.
The Other Half
Keep in mind contracts are not one-way streets to protect one party, they’re meant to protect both parties. Just like I would have rights and responsibilities as a creator, the platform also has to have rights and responsibilities owing to the contract.
Generally, the rights of the platform are broad and protective of the platform operator. Remember the marketing and promotion rights? Platform usually reserve the right to determine whether or not to promote a webtoon.
Distribution and editorial are the same, allowing platforms to request changes to publishing schedule or content. There are limits, but generally the contract rights for platforms favor them compared to independent creators or studios.
Responsibilities, on the other hand, can be used to equalize contracts.
Unlike a publisher, a platform business operates a portal by which webtoons are listed, hosted, and viewable. And that’s just the basics. Platforms are also responsible for payment processing options, security, and everything else that is required to operate.
In a publishing contract, the responsibilities of a platform (or publisher) should entail everything necessary to publish and promote a webtoon (or webnovel).
What if that’s not there?
Depending on standard business practices of the region you’re working in, it’s possible that these responsibilities aren’t normally outlined in the contract. Or they might be expressed differently.
If you’re contracting with a platform, there needs to be something in the way of “Platform is required to do [x]”.
In the case this is blank or not included in the contract, you need to understand that this isn’t a publishing contract. It’s a rights contract.
A webtoon rights contract, for example, would license rights associated with a webtoon owned by a creator and assign them to a company. While publishing and distribution (digital or otherwise) can be a part of the deal, they might not be.
There’s no specific reason that a contract has to be a publishing contract rather than a rights contract unless that’s specifically what you’re looking for. And then, of course, there’s the problem of companies that misrepresent a contract as a publishing contract when they are not.
A Real World Example
Back in January, I wrote about a webnovel contract that had supposedly been leaked on Reddit. Most of my opinion was about how horrifying the contract was and how it was a prime example of what NOT to sign.
Just for kicks and giggles, I went back and re-read the contract.
Based on the terms, the publisher is responsible for and assigned the rights related to marketing, editing, publication and a host of other responsibilities that are par for the course. And if that were enough, you might think that it were a good contract.
The problem? The lack of a minimum exploitation clause or a reprecussions if they do not exploit the rights being granted.
Without a minimum exploitation clause, the publisher can market, edit, and publish the webnovel… but they don’t have to.
For the folks who’re currently going through it thanks to a large publishing platform’s announced closure, this is going to sound familiar.
The contract I’ve used as an example is bad for a host of other reasons, but the fact that the publisher doesn’t have to publish or make available the IP that is being contracted to them is a major loophole and one that shouldn’t exist.
At the very least, the contract should be voided if the publisher doesn’t exploit their rights within a certain timeframe or if the publisher is unable to properly execute their responsibilities.
Remember, it isn’t enough to assign rights to a creative work to a publisher or a platform, they have to be responsible for those rights if they do not exploit them.
I hope this post has been helpful.
To be honest, I’ve been wanting to go back to the well on the contract that was publicized on Reddit back in January multiple times this year, but it’s hard to narrow down my focus. Each attempt at a post ends up being too long or too complicated or… too long and complicated.
My hope for this post was to make it just long enough to point out a major flaw in that and other contracts that are being pushed around the publishing world today.