Updated: Oct 27
Let’s look at the Action Lab contract that is offered to creators of material it would like to control. This is an unamended version, supplied to me by several different creators who decided not to publish with Action Lab. In some cases, this was down to disdain of the contract in its unamended form; in others that decision was down to amendments requested by the creators and their legal advisors being rejected by Action Lab. In the case of Steve Horton, those requests, seen by this website, included a requirement of written notification of certain matters, quarterly payment of revenue, the non-inclusion of staff salaries in the fees incurred which Action Lab may recover from revenue prior to beginning to offer royalties, copyright registry, and contract termination rights for the author of the material being contracted. We have seen a 2014 version of the same unamended contract; the one discussed below, shared between 2018 and 2020, contains minor line additions and increased detailing of revenue split should Action Lab develop spinoff media in-house. You can download these agreements here:
Some of the contracted creators we have spoken to signed this version of the contract; some signed amended versions, which did not ultimately provide them much more protection.
We have also seen a 2012 contract, which was later amended before signing to remove the language which gave Action Lab the right to perpetual rights so long as they were selling the book in a digital format.
In short, as per its unamended template, if Action Lab releases a book in any format within one year of a creator delivering the contracted book files, Action Lab is granted perpetual and exclusive rights to the control of that IP, in all formats. The only way for Action Lab to lose perpetual and exclusive rights to publication of that comic book is to subsequently leave it unpublished in any format for one whole year—meaning that so long as it’s available digitally, it cannot be retrieved by its creator. Should Action Lab cease publishing a book (including digitally) for a year and lose the comic book rights to that IP, they retain perpetual and exclusive rights to the IP in other venues, such as adaptation, merch, and so on. Once this contract is signed, barring that stated lapse of availability, Action Lab’s involvement with and control of a book’s publication and its featured IP is contractually unchallengeable.
Contracts are drafted to benefit their drafters: this is “how they work,” as one legal consultant put it. But if they are drafted in ways that are punitive to their signees, then those signees, and the scene and communities around them, are entitled to awareness of that, before, during or after the fact of their signing—what Action Lab’s contract protects their rights to do, and what rights it specifically preserves or does not preserve for their creators, is relevant to the state of their alumni’s experiences. It’s a part of the economy of comics within the direct market at large. What creators are agreeing to and what publishers are reserving for themselves against the interests of those creators is central to the function of this industry.
Agreements within this contract may appear within agreements in other publishers’ contracts. Those contracts may be more beneficial to creators. Normalised practices within the comic book publishing industry may or may not be present within this contract. They may or may not be framed negatively within this article, which may or may not shock or annoy those used to spec work within this field.
It begins fairly reassuringly:
1. Creators are the sole creators and authors of a comic book property known as “[xxxx]” ("the Work").
2. The Work is an original creation of Creators, and no other person or persons has any ownership interest in the story, characters, designs, or settings of the Work.
3. Creators desire to license the Work to Publisher for publication, with any and all revenues generated from publications split between Publisher and Creators, as set forth herein.
These first two passages establish that only the creative team named on the contract have any current legal claim to the comic being contracted for publication. This makes space for the meaning of the third: that, subsequent to its signing, only Action Lab will have either practical or legal claim on the publication of this book or related materials until the terms set out within the contract are breached and that breach is proven in a legal setting—so long, as discussed below, as they publish within a year and do not lapse that publication for one year after that point.
Part three sounds very pleasant–with the notion of revenue up front, the creator will be thinking of finally seeing return from the book they have self-funded and produced (per the creators’ handbook) at least four issues of. But “as set forth herein” means that there is more to the legal definition of “revenues generated from publications” than just “money as soon as the book starts to sell.”
WHEREFORE, the parties agree as follows:
1. LICENSE: Creators hereby grant an exclusive worldwide license to Publisher, to print, sell, publish, distribute, advertise, publicize, and exploit the Work. This license includes distribution of the work as a printed comic book, graphic novel, trade paperback, compilation, or in any other printed form, as well as the distribution of digital versions of the Work in any forms, including .pdf, .cmz, or any other digital formats which now exist or may exist in the future.
This gives Action Lab the right to publish the comic in any form they choose, whatever form of publication becomes available, and peremptorily refuses that right to any other site of publication. Your comic is now Action Lab or nothing.
1a. Creators hereby warrant that either no sub-contracts exist relative to the creation of the Work with other creators (writers/artists/colorists/letterers/editors) or that any and all such sub-contracts have been provided to Publisher for review prior to entry into this Agreement.
This allows Action Lab to reestablish that only the named creators on this contract have legal rights to the book prior to Action Lab’s ownership. If you’ve hired a letterer who doesn’t get creator credit but worked for hire on your book, for example, you have to tell Action Lab so that they know that the letterer was a hired hand rather than someone who could potentially sue them for their right to the IP.
Creators also expressly agree that to the extent that any other contracts exist relative to the creation of the work, and to the extent that any provision of any such other agreement is in conflict with any provision of this Agreement, that the terms of this Agreement shall govern, and that any such conflicting provision shall be null and void. Creators further agree to indemnify and hold Publisher harmless from and against any claim, suit or demand by any other creator or other party relative to any right or rights allegedly granted by Creators either prior to or after the execution of the instant Agreement.
This means that if you agreed to this contract when you were not the only creative IP holder, Action Lab cannot be blamed and will carry on as if your agreement was valid. This section also means that if you are not forthcoming to AL about other contracts and AL is sued, AL has the right to sue you to pay if AL is found liable.
2. TERM: The term of this license is perpetual,
This means that it will never end; Action Lab will only be legally obliged to return IP and printing rights if they breach their agreements to you as outlined in this contract, or if the contract is allowed to lapse by Action Lab.
so long as Publisher offers the Work for sale in either printed or digital form within 1 year of the signing of this Agreement and the provision of the completed work (including all final comic pages in the format specified by Publisher) by Creators, and continues to offer the Work for sale to the public in either printed or digital form, and continues to make any payments due to the Creators in accord with this agreement. If Publisher fails to offer the Work for sale to the public within 1 year of the provision of the completed work by Creators, or if at any point after offering the Work for sale to the public, ceases to do so for a period of 1 year, this Agreement and the license granted hereunder will lapse, and all rights will revert to the Creators.
Action Lab will only give you your book back if: a) if they do not offer it for sale in any format within a year of receiving your files, b) if they do not deliver payments “due” to the creators, with the actual meaning of “due” defined later in this contract, or c) if, having begun to offer it for sale in any form, they cease doing so for one full year.
Whether or not solicitation dates count as an “offer” of sale to the public is believed to be untested, legally.
3. SEQUELS: Creators also grant to Publisher the exclusive right to print, sell, publish, distribute, advertise, publicize and exploit any follow-ups or sequels to the Work under the same terms as set forth herein unless otherwise agreed by the parties.
If you sign a contract with Action Lab, anything that can be defined as a sequel or “follow-up” cannot be offered to other publishers before Action Lab has declined it. Action Lab are able to sue to stop you from publishing a sequel, prequel or associated idea with another publisher, or sue you for breach of the agreement here, which is to allow Action Lab entitlement to any profits derived if the follow-up or sequel is already published by the time Action Lab learns of it.
Additionally, the language here is broad: what counts as a “follow-up”? Would you be within your rights to publish a spin-off elsewhere? Or would this mean any related project produced subsequently to the project signed to Action Lab?
Once this contract is signed, you cannot be sure of any of its included terms without asking Action Lab, who can define them as they feel appropriate. If you are unsure about the meaning of a passage of your contract, good practice is to ask it to be defined in writing, and for that definition or reference to that definition to be included within the written document before you sign it.
4. SUBMISSION OF FINISHED WORK: Creators will submit the finished Work to Publisher, in final form ready for publication, in the format as set forth by Publisher, by ___________ (date). If Creators do not supply the finished Work on or before the above-referenced date, Publisher has the right, at Publishers sole discretion, to void this Agreement with no further obligation to Creators, upon written notice to Creators.
More a temptation than a threat, this section gives Action Lab the right to terminate their agreement to solicit and publish your book should you not deliver your files by a deadline which they set. The only case of this known to WWAC is Jules Rivera, who found the lack of support from the publisher so affecting that they were not able to complete their book. Action Lab waited two years to confirm this termination.
If Creators do not supply the finished Work following the format outlined in the latest version of Publishers Creator Handbook, Publisher has the right to make changes and charge creators fees as outlined in said Creator Handbook.
From Action Lab’s Creator handbook, volume 3, updated 2019:
“Penalties for Unfinished Files
If you submit your final pages to Action Lab incorrectly, you will be charged a $50.00 fee. Furthermore, if the Action Lab editorial staff must make corrections themselves, you will be billed, for cost of production, $30.00 per hour needed to correct the problems.
This includes [bolding ours] coloring adjustments, lettering adjustments, template fixes, and similar errors.”
This provides Action Lab with the right to alter your work in a way that is not in your best interest and charge you for it, should they consider your files in need of editorial (which service they do not provide as a collaborative resource). It also allows them to make changes to their handbook which would allow them greater leeway in doing this, without informing the creatives assembling their books. The responsibility of checking is entirely on the creators. This enables a situation in which a member of the creative team opens their printed issue and sees an alteration they do not approve of, were not aware of, and finds themselves having to pay $30 (per hour) for that change. Though none of the individuals we interviewed has claimed that this has happened to them, contractually, it could.
Having investigated whether being charged for unapproved changes to your work is common at other publishers, the answer was a resounding “No!”—even if your files are incorrectly formatted upon submission. “Similar errors” is a subjective phrasing that allows the publisher maximum leeway.
4a. EDITORIAL CONTROL AND TRADE DRESS: Publisher shall have the right to request edits or redraws by the creators in order to meet Publisher’s editorial and/or publication standards.