ZUDA SERVICES AGREEMENT

This SERVICES AGREEMENT is made as of _________, 20__ ("Services Agreement"), by and between _______________________, as creator of digital comic content ("You"), whose address is _______________________________________, and DC Comics ("Zuda"), whose address is 1700 Broadway, New York, NY 10019. All terms defined in the Submission Agreement (available on the Website and previously agreed to by You) (the"Submission Agreement"), or the Zuda Rights Agreement between You and Zuda (the "Rights Agreement"), shall have the same meanings when used herein.


You submitted the Submission on the Website, and either Zuda chose the Submission as an Instant Winner or the Submission won a Competition. You and Zuda are simultaneously entering the Rights Agreement, pursuant to which You grant to Zuda rights in the Material, currently entitled _________________________.
You and Zuda want to enter into this Services Agreement pursuant to which Zuda engages You to prepare additional Screens for initial publication on the Website. For good and valuable consideration, You and Zuda agree as follows:


  • 1. ENGAGEMENT. Zuda hereby engages You, and You hereby accept such engagement, to render the same services You rendered for the Submission for additional Screens based upon the Material for publication on the Website (the "Services"). The details of the Services for the first set of additional Screens are as follows:
    • Number of Screens: 52
    • Delivery Schedule: Weekly, unless otherwise negotiated by You and Zuda
    • Per Screen Fee: $250
  • 2. RIGHT TO RENDER SERVICES FOR ADDITIONAL SCREENS.
    • (a) If You have fully performed all of Your obligations under this Services Agreement and the Rights Agreement, You shall be entitled to render the same services rendered hereunder for any additional Screens based on the Material that Zuda wants to publish on the Website (the "Additional Services"). Zuda shall set forth the details for the Additional Services in an addendum, and send the addendum to You for Your consideration. No later than 30 days after You receive the addendum, You need to either sign and return it to Zuda or notify Zuda in writing of Your decision not to render the Additional Services. Each signed and returned addendum shall be effective and incorporated into this Services Agreement. If any of the terms of an addendum conflict with any terms of this Services Agreement, the terms of the addendum shall govern.

    • (b) If within 30 days after You receive the addendum, You notify Zuda in writing that You are interested in performing the Additional Services but cannot do so at this time, Zuda shall consult with You and consider in good faith delaying such Additional Services until a time mutually agreeable to You and Zuda.

    • (c) If You notify Zuda that You do not wish to render the Additional Services, or You fail to return the addendum, or do not respond to Zuda, within 30 days after receipt of the addendum, Zuda shall be free to engage any other party to render the Additional Services or may perform the Additional Services itself, and Zuda shall have no further obligation to offer You the right to render any Additional Services.

  • 3. DELIVERY AND PUBLICATION. You shall deliver the Screens to Zuda in accordance with the delivery schedule set forth herein. Zuda presently intends to publish the Screens on the Website in periodic intervals, but may change the publishing schedule as appropriate.
  • 4. CONSIDERATION/ROYALTIES. Zuda shall pay You the following amounts, in consideration of the Services to be rendered by You hereunder and for all of the rights granted (and agreed to be granted) hereunder. These amounts are in addition to the amounts You are entitled to receive under the Rights Agreement as the original creator of the Material.
    • (a) Screens: For each Screen You deliver to Zuda, and that Zuda accepts for publication on the Website, Zuda shall pay You the applicable fee set forth above. The amounts paid to You under this Paragraph 4(a) shall include payments for any revisions to the Screens required by Zuda to be made by You and shall be payable within two weeks after Zuda's acceptance of the Screens.

    • (b) Print Work: For each Print Work that includes Material for which You rendered Services, Zuda shall pay You an amount equal to 4% of the cover price of the Print Work multiplied by the Net Print Work Sales for the Print Work.

    • (c) Retail Products: For each Retail Product that includes material for which You rendered Services, Zuda shall pay You either: (A) an amount equal to 6.4% of the suggested retail selling price of the Retail Product multiplied by the Net Retail Product Sales for the Retail Product or (B) if there is no suggested retail selling price, an amount equal to 12.5% of Zuda's gross receipts derived for the Retail Product.

    • (d) Licensed Reprint Editions: For each English language Licensed Reprint Edition that includes Material for which You rendered Services and that is distributed in the United States or Canada, Zuda shall pay You an amount equal to 30% of Net Receipts for the Licensed Reprint Edition. For each foreign language Licensed Reprint Edition that includes Material for which You rendered Services and that is distributed anywhere in the world, and each English language Licensed Reprint Edition that includes Material for which You rendered Services and that is distributed outside of the United States and Canada, Zuda shall pay You an amount equal to 15% of Net Receipts for the Licensed Reprint Edition.

  • 5. CONTINGENCIES AFFECTING CONSIDERATION.
    • (a) Multiple Contributors: If You are a member of a Team, You shall be entitled to a pro-rata portion of all consideration payable pursuant to Paragraph 4 above, calculated based upon the number of members comprising the Team who are providing services (that is, not those Team members who only signed a rights agreement and are not performing services for ongoing work), with each such member getting an equal share of such consideration (unless Zuda is directed to split the payments in another way, in a writing signed by each member of the Team).

    • (b) Editorial Content: If the editorial content (for example, artwork and/or written material) of any Print Work, Retail Product and/or Licensed Reprint Edition prepared hereunder is not based solely and entirely upon material for which You rendered Services, then Zuda shall pay You royalties as set forth in Paragraph 4 above based upon the proportion that the editorial content for which You rendered Services bears to the total editorial content contained in such Print Work, Retail Product and/or Licensed Reprint Edition.

    • (c) Commingling of Properties and Spin-Offs: If Zuda uses or licenses the use of Material for which You rendered Services, or any element thereof, in combination with any other property, then Zuda shall pay You royalties based upon Zuda's pro rata allocation of the amounts set forth in Paragraph 4 above among all such properties. The foregoing allocation (and all other allocations) made by Zuda pursuant to this Services Agreement shall be made in good faith.

    • (d) Exploitation in Other Formats: 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. For the avoidance of doubt, this Paragraph 5(d) shall have no effect on the amounts payable to You pursuant to Paragraph 4 above.

  • 6. ACCOUNTINGS. Accountings and accompanying royalty payments due under Paragraph 4 above (but specifically not the fees in Paragraph 4(a) above) shall be made twice annually within 90 days of the close of each six month period, provided that Zuda may withhold from any payments a reasonable reserve to cover anticipated future returns. Notwithstanding the foregoing, Zuda shall not issue an accounting statement or royalties payment hereunder until a payment of at least $200, in total, is due to You pursuant to this Services Agreement and the Rights Agreement, provided that You can request a copy of such a statement from Zuda at any time.
  • 7. AUDIT RIGHTS. You may audit Zuda's books and records solely in order to verify statements issued to You hereunder. If any such audit reveals underpayments to You, Zuda shall make the appropriate payments to You in order to correct such deficiency. If any such audit reveals overpayments to You, Zuda may recoup such overpayments from any and all monies due to You. Audits conducted pursuant to the terms of this Paragraph 7 shall be conducted at Your expense, provided that if the audit reveals underpayments in excess of 10%, Zuda shall reimburse You for Your reasonable audit costs. Any audit shall be conducted only upon reasonable notice by a certified public accountant during regular business hours at Zuda's offices and in such manner as not to interfere with Zuda's normal business activities. In no event shall an audit with respect to any statement start later than 12 months after the date of that statement or continue for longer than five consecutive business days. Further, You may not conduct an audit more frequently than twice a year, and the books and records supporting any statement may not be audited more than once. All statements shall be binding upon You and not subject to any claims or proceedings unless objection is made in writing stating the basis thereof and delivered to Zuda within 12 months of the date of such statement.
  • 8. RIGHTS. The rights hereby granted by You to Zuda in and to all Material created by You or under Your authority hereunder shall be identical to and coextensive with the rights granted to Zuda under the Rights Agreement with respect to the Material.
  • 9. EDITOR. Zuda may select an editor to provide customary editorial services with respect to all materials prepared hereunder (the "Editor"). You shall cooperate with Zuda and the Editor, if any, and shall use Your best efforts to comply with such directions and guidelines as the Editor may provide from time to time.
  • 10. REPRESENTATIONS, WARRANTIES AND COVENANTS. You hereby represent, warrant and covenant as follows:
    • (a) You have the full right, power and authority to enter into this Services Agreement and to grant to Zuda all the rights herein stated to be granted, and You are at least 18 years old and, upon Zuda's request, shall provide Zuda with proof of the foregoing,

    • (b) all Material prepared and/or furnished by You hereunder shall be wholly original to You, and such Material and any publication thereof shall not be unlawful and do not and shall not defame or infringe or violate any personal, proprietary or other rights (including copyright, trademark or contract rights, moral rights or rights of privacy or publicity) of any Person,

    • (c) except as set forth in the Submission Agreement, the Material has not been published, posted, distributed or displayed online, in print or in any other manner, and neither the Material nor any elements thereof have been used in any manner or media,

    • (d) the Material is not in the public domain in any country of the world that provides for copyright or similar protection, and

    • (e) You have not granted to any Person, and You shall not grant to any Person, any right, or option to acquire any right, that would or might conflict with any of the rights granted to Zuda hereunder or that might impair or diminish the value of the rights granted to Zuda hereunder.

  • 11. INDEMNITIES.
    • (a) You shall indemnify and hold harmless Zuda, its parents, subsidiaries, affiliates and its and their employees, agents, officers, directors, representatives, licensees, successors, heirs and assigns, from and against any and all claims, losses and expenses (including counsel fees and costs) that any of them may suffer or incur as a result of a breach of any representation, warranty or covenant made by You herein. Zuda shall have the sole and exclusive right to undertake the defense and/or settlement of any such claim.

    • (b) Zuda shall indemnify and hold harmless You and Your licensees, successors, heirs and assigns from and against any and all claims and expenses (including counsel fees and costs) that any of them may suffer or incur as a result of the use of any material that Zuda creates or causes to be created and used in any and all tangible expressions of any kind that are produced pursuant to the rights granted to Zuda under the Rights Agreement.
  • 12. CREDIT.
    • (a) Zuda shall accord You credit as writer or artist of any Print Work prepared hereunder in a size and manner consistent with Zuda's standard practice at the time of publication. Zuda shall use reasonable efforts to cause its licensees to accord You a similar credit on Licensed Reprint Editions.

    • (b) No failure by Zuda or any other Person to comply with the provisions of this Paragraph 12 shall constitute a breach by Zuda of this Services Agreement, or shall entitle You to injunctive relief, provided that upon notice by You, Zuda shall use reasonable efforts to prospectively cure any such failure to comply with the provisions of this Paragraph 12.
  • 13. COMPLIMENTARY COPIES. In addition to the complimentary copies that you are entitled to received under the Rights Agreement, Zuda shall provide You with 10 complimentary copies of each Print Work that includes Material for which You rendered Services and shall use reasonable efforts to provide You with at least one complimentary copy of each Licensed Reprint Edition that includes Material for which You rendered Services.
  • 14. DEFAULT. Each of the following shall be an "Event of Default":
    • (a) Your failure, refusal or neglect to deliver any Screens hereunder (or revisions thereto) in accordance with the delivery schedules set forth herein.

    • (b) Your failure, refusal or neglect to deliver any Screens hereunder (or revisions thereto) in form and content satisfactory to Zuda.

    • (c) Your failure, refusal or neglect to faithfully perform any other obligation hereunder or to render any required Service for any reason whatsoever, including Your incapacity.

    • (d) Your breach of any of Your representations, warranties or covenants set forth in this Services Agreement.
  • 15. TERMINATION. Zuda may terminate this Services Agreement if You fail to cure an Event of Default within 10 days after receipt of written notice from Zuda of such Event of Default. If Zuda terminates this Services Agreement pursuant to this Paragraph 15, then You shall be entitled to receive only such consideration as may have been earned prior to the date of termination and shall not thereafter be entitled to any further consideration. The provisions of Paragraph 4 (subject to the immediately preceding sentence), Paragraph 5, Paragraph 6, Paragraph 7, Paragraph 8, Paragraph 10, Paragraph 11, Paragraph 12, Paragraph 15, Paragraph 19, Paragraph 20, Paragraph 23, Paragraph 24, Paragraph 26 and Paragraph 27 shall survive any termination of this Services Agreement.
  • 16. ASSIGNMENT. Zuda shall have the right to assign this Services Agreement and any or all of the rights granted to Zuda hereunder to any Person. You acknowledge that Your obligations hereunder are of an original and unique character, and that You may not assign this Services Agreement or any or all of Your obligations hereunder. Upon prior written notice to Zuda, You may assign only Your right to receive payment hereunder. This Services Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, administrators, personal representatives, successors, licensees and assigns.
  • 17. TIME WARNER COMPANIES. In the normal course of its operations, Zuda does business on an arm's length basis with other companies either wholly or partially controlled by Zuda's corporate parent Time Warner Inc. (the "TWI Companies"). You agree that Zuda may do business with TWI Companies with respect to the Material, and You shall not challenge such dealings solely or mainly on the basis of the TWI Companies' affiliation.
  • 18. NOTICES. All notices or payments that either party may wish to serve or may be required to serve on the other party hereunder shall be in writing and shall be sent prepaid by any receipted form of delivery or shall be delivered personally to the respective parties at their addresses set forth above (or to such other address as either party may specify by notice duly given). Notices shall be deemed given on the date of mailing thereof or if made by personal delivery on the date thereof.
  • 19. CONSTRUCTION. This Services Agreement shall be construed in accordance with the laws of the State of New York applicable to agreements executed and wholly performed within the state. The state and federal courts of the state of New York shall have exclusive jurisdiction over the parties and any case or controversy arising under this Services Agreement.
  • 20. REMEDIES. In the event of any breach of this Services Agreement or any portion thereof by Zuda, Your sole remedy shall be an action at law for damages, if any; in no event shall You have the right to injunctive relief or to enjoin or restrain or otherwise interfere with the publication or distribution of any materials prepared hereunder or the exercise of any rights granted to Zuda herein.
  • 21. NO WAIVER. A waiver by either party of any term or condition of this Services Agreement in any instance shall not form or be construed to form a waiver of such term or condition for the future.
  • 22. NO OBLIGATION. Nothing contained herein shall be construed to obligate Zuda to produce, publish, complete or exploit, in any media, any work based on the Material.
  • 23. ENTIRE AGREEMENT. This Services Agreement, together with any Exhibits or Schedules attached hereto, contains the entire agreement between the parties with respect to its subject matter and may not be changed or modified, except in writing, signed by the parties hereto. Neither party has relied upon any statement, representation or promise not contained herein.
  • 24. ILLEGALITY. Nothing in this Services Agreement shall be construed to require the commission of any act contrary to law, and in the event of any conflict between a provision of this Services Agreement and any statute, law, ordinance or regulation, this Services Agreement shall be deemed modified, but only to the extent required to comply with such statute, law, ordinance or regulation.
  • 25. INDEPENDENT CONTRACTOR. Nothing herein contained shall constitute a partnership or joint venture by and between the parties hereto or constitute either party the agent of the other.
  • 26. PARAGRAPH HEADINGS. Paragraph headings have been inserted for convenience only and shall not be given any legal effect.
  • 27. NO OTHER PARTY. Notwithstanding anything to the contrary contained herein, this Services Agreement is between You and Zuda only, and no other Person shall be a third party beneficiary. This Services Agreement shall not be binding until signed by both parties hereto.

IN WITNESS WHEREOF, the parties have executed this Services Agreement as of the date first written above.


DC COMICS
By:__________________________________________________________
Name: Paul Levitz
Title: President & Publisher


CREATOR
By:_______________________________________________________
Name: