Some people have sent me the standard contract from the Walt Disney Internet Group - online division of the Mouse King. Although I can't reproduce the whole thing, as that would be copyright infringement, I can address some of the points that jumped out at me, (though please remember that I'm not a lawyer and that this doesn't pretend to be legal advice, and you get no guarantee, promise, or even word of sympathy from me if you use my advice):
- In the first section, you'll likely be asked to suggest a hed and dek, each specified in the number of words or characters, respectively. It doesn't make any real difference, but it's interesting to see how formatting can play a role in deliverables. In the same section, you are to provide "a suggested byline" and a biography. That certainly makes it sound as though you aren't guaranteed a byline, though that point doesn't seem to be directly addressed at all in the contract.
- Payment is "conditioned on timely delivery," in clause 2. That sounds like a variation on the "time is of the essence" clause. You are essentially guaranteeing on-time delivery, and acknowledging that if you don't, that might be grounds for them to cancel the assignment.
- Section 3 makes this the terms that will govern anything you write for WDIG for the next year. Only the company can terminate the agreement; you can't. That means there is no way for you to force the issue of reexamining the conditions by terminating the contract before taking another assignment.
- Section 5 says that this is work made for hire, so the Mighty Virtual Mouse becomes the legal author and you lose any right to do anything else with the piece. They can do whatever they want with it and you don't get another penny. You also grant the company the right to use your name and likeness "in connection with the Work or in connection with the Service." That means you could be helping to promote something other than your writing. That might seem far-fetched, but it's explicitly allowed by this wording. That gets more complicated with section 8, in which you say they can "edit, remove, modify, or alter, in whole or in part, any Work done persuant to this Agreement, in WDIG's sole and absolute discretion." So they can change anything and not ask you, possibly introducing errors or slants with which you disagree, and still attach your name to them.
- Section 6 has you guaranteeing that you won't infringe on any rights - but it already contains the word "knowingly." So it's actually a pretty reasonable formulation - bully for them.
- For some reason, section 9 reiterates the warranty of section 6 and adds additional ones. This is also the indemnification section and is unisgnable, in my opinion, at least, because of the "alleged breach" language. It's one thing to indemnify what you actually do, but quite another to indemnify for something that someone claims you did, even if you didn't. Also, this contract is unusual in that it covers not just the article, but "any acts done or words spoken by you, unless such words have been specifically supplied by us..." What if someone claims you said something? How the hell do you prove that you didn't? The good news is that apparently the company is willing to drop the problematic language, so be sure to ask. A good point is that the company indemnifies the writer for anything it adds to your writing, which saves you from having to argue that in a court, should the issue come up - a good addition that all publishers should embrace.
As always, if you come across an interesting contract, feel free to send a copy my way.
Labels: contract, contracts, Disney, review