COMPREHENSIVE EXCLUSIVE PUBLISHING, DISTRIBUTION,
MERCHANDISING, AND SERVICE AGREEMENT
Between
Bumedia creative communications Agency
T/A BUMEDIA MARKETING AGENCY
and
WanTwo Pty Ltd
previously Anjelu TV pTY lTD
PREPARED BY: BUmedia Legal Department Representative
DATE OF LAST UPDATE: 12 March 2026
REFERENCE NUMBER: BUMEDIA-WANTWO-2026-001 V2.1
EFFECTIVE DATE: _________________________
TABLE OF CONTENTS
SECTION A: DEFINITIONS AND INTERPRETATION
1. DEFINITIONS
1.1 "Advertising and Marketing Materials" means all promotional content... including the right to market, promote, and reference the WanTwo Website verbally or through any means during activations, promotions, and marketing campaigns.
1.2 "AFSA" means the Arbitration Foundation of Southern Africa...
1.17 "Digital Products" means any products in digital or electronic format... Digital Products are expressly excluded from this Agreement.
1.22 "Future Works" means any and all literary, artistic, dramatic, musical, or other creative works created, developed, or acquired by the Author, whether jointly or individually, during the Term of this Agreement, excluding the Work. This includes, without limitation, any comic books, novels, screenplays, digital content, articles, blogs, social media content, videos, music, artwork, designs, photographs, software, applications, games, merchandise concepts, or any other creative expression in any medium, whether now known or hereafter devised.
1.23 "Future Works Net Profits" means Net Profits derived from Future Works, calculated in accordance with Clause 23.6.
1.56 "WanTwo Website" means any website, online platform... [INSERT WANTWO WEBSITE URL].
1.57 "WanTwo Website Digital Sales" means sales of Digital Products of the Work through the WanTwo Website. WanTwo Website Digital Sales are expressly excluded from this Agreement, and the Author retains 100% of all revenue from such sales.
1.58 "WanTwo Website Physical Sales" means sales of Physical Products of the Work or any Physical Merchandise through the WanTwo Website. WanTwo Website Physical Sales are included in this Agreement and form part of BUmedia's exclusive rights, with all revenue from such sales constituting Gross Revenue subject to the Royalty provisions of Clause 13.
1.61 "Work" means the original comic book work titled "The Selected One," specifically limited to Volume 1 and Volume 2 only, including all associated characters... in physical versions only.
2. INTERPRETATION
... (standard clauses) ...
SECTION B: GRANT OF RIGHTS AND INTELLECTUAL PROPERTY
3. GRANT OF EXCLUSIVE RIGHTS: THE WORK
3.1 Exclusive Rights Grant – Subject to the terms... BUmedia receives exclusive 100% rights to publish, distribute, exploit, and commercialize Volumes 1 and 2 of the Work and all related Physical Merchandise throughout the Territory for the Initial Term, specifically limited to physical products only.
3.2 Exclusions from Grant – The Parties expressly agree that the following rights are EXCLUDED and are fully retained by the Author:
- 3.2.1 Digital Rights – All rights to exploit the Work in any digital or electronic format.
- 3.2.2 WanTwo Website Digital Sales – All sales of Digital Products of the Work through the WanTwo Website, with the Author retaining 100% of all revenue from such sales.
- 3.2.3 Multimedia Rights
- 3.2.4 Video Rights
- 3.2.5 Games Rights
- 3.2.6 Future Volumes – beyond Volume 2 excluded unless agreed in writing.
3.3 Included Rights – WanTwo Website Physical Sales – Notwithstanding the exclusions in Clause 3.2, the Parties expressly agree that WanTwo Website Physical Sales are INCLUDED in this Agreement and form part of BUmedia's exclusive rights. Accordingly:
- 3.3.1 All sales of Physical Products of the Work or any Physical Merchandise through the WanTwo Website shall be subject to BUmedia's exclusive rights;
- 3.3.2 All revenue from WanTwo Website Physical Sales shall constitute Gross Revenue and shall be included in the calculation of Net Profits for the purposes of determining the Royalty payable to the Author under Clause 13;
- 3.3.3 The Author shall account to BUmedia for all WanTwo Website Physical Sales and shall provide BUmedia with access to the WanTwo Website's sales data and records to verify such sales;
- 3.3.4 BUmedia shall have the right to fulfill or arrange for fulfillment of WanTwo Website Physical Sales, or alternatively, the Author may fulfill such sales as agent for BUmedia, with all costs of fulfillment included as deductible costs under Clause 14.
5. SCOPE OF EXPLOITATION RIGHTS
5.2 Distribution Rights – Physical Only ... including (5.2.4) WanTwo Website Physical Sales: distribution and sale through the WanTwo Website as set forth in Clause 3.3.
5.3 Marketing Rights – BUmedia shall have the right to advertise, market, and promote the Work... including (5.3.1) The right to market, promote, and reference the WanTwo Website verbally or through any means during activations, promotions, and marketing campaigns; (5.3.2) create materials that refer customers to the WanTwo Website for physical product purchases; (5.3.3) drive traffic and sales to the WanTwo Website for physical products as part of marketing activities.
7. ADVERTISING AND MARKETING RIGHTS
7.2.7 The right to market, promote, and reference the WanTwo Website verbally or through any means during activations, promotions, and marketing campaigns;
7.2.8 The right to drive traffic and sales to the WanTwo Website for physical products as part of marketing activities;
SECTION C: FINANCIAL ARRANGEMENTS
13. ROYALTY PROVISIONS: THE WORK
13.1 Royalty Rate – 15% of Net Profits derived from the exploitation of the Work and any Merchandise.
13.2 No Advance – Notwithstanding BUmedia's Initial Investment commitment under Clause 18, no advance payment against royalties shall be made.
14. DEFINITION OF NET PROFITS
Gross Revenue LESS deductible costs including: production costs (14.2), distribution costs (14.3), marketing costs (14.4), and Investment Costs (14.5) – The Initial Investment of R300,000 and any Additional Investment shall be included as deductible costs.
18. BUMEDIA INVESTMENT COMMITMENT
18.1 Initial Investment Commitment – BUmedia hereby commits to invest the sum of R300,000.00 (Three Hundred Thousand South African Rand) over a period of three (3) years from the Effective Date (the "Initial Investment").
18.2 Allocation of Investment – The Initial Investment shall be allocated to:
- 18.2.1 Printing and production of physical copies of Volumes 1 and 2 of the Work;
- 18.2.2 Development and manufacturing of Physical Merchandise;
- 18.2.3 Marketing, advertising, and promotional activities for the Work and Merchandise.
18.3 Investment Not an Advance – The Parties expressly agree that the Initial Investment is a recoverable cost of production, distribution, and marketing. It shall be recouped by BUmedia from Gross Revenue as provided in Clause 14 and does not constitute an advance against royalties.
18.4 Recoupment – BUmedia shall recoup the Initial Investment and any Additional Investment from Gross Revenue before any Royalty is payable to the Author.
19. INVESTMENT KPIs AND MILESTONES
19.1 KPI Determination – The timing and release of the Initial Investment tranches shall be determined by the achievement of Key Performance Indicators (KPIs) and milestones as set forth in Schedule C.
19.2 Flexibility – The Parties acknowledge that the KPIs are guidelines. BUmedia retains the sole discretion to determine, in good faith, whether KPIs have been met and to adjust the timing and allocation of investment based on market conditions, sales performance, and promotional opportunities.
19.3 Quarterly Review – BUmedia and the Author shall review progress quarterly to assess performance against KPIs and determine the release of the next investment tranche.
20. ADDITIONAL INVESTMENT
20.1 BUmedia Discretion – BUmedia may, in its sole discretion, invest additional funds beyond the Initial Investment ("Additional Investment") if BUmedia determines, based on sales traction, market response, or other factors, that further investment would be beneficial.
20.2 No Obligation – BUmedia is under no obligation to make any Additional Investment. Any decision to invest additional funds shall be at BUmedia's sole discretion.
20.3 Terms of Additional Investment – Any Additional Investment shall be on the same terms as the Initial Investment: it shall be a recoverable cost under Clause 14 and shall be recouped by BUmedia from Gross Revenue before any Royalty is payable to the Author.
20.4 Author's Right to Decline – If BUmedia proposes an Additional Investment that would materially alter the scope of the Work or Merchandise, the Author may decline such investment, in which case BUmedia shall not be obligated to proceed.
SECTION D: SERVICE PROVIDER AGREEMENT (ALL FUTURE WORKS)
21. APPOINTMENT AS EXCLUSIVE SERVICE PROVIDER
21.1 Appointment – The Author hereby appoints BUmedia as the exclusive service provider for all Future Works created, developed, or acquired by the Author during the Term of this Agreement.
21.2 Nature of Appointment – The appointment under Clause 21.1 means that for all Future Works:
- 21.2.1 BUmedia shall have the exclusive right to provide all Services;
- 21.2.2 The Author shall not engage any third party to provide any Services;
- 21.2.3 The Author shall not provide any Services themselves without BUmedia's prior written consent.
21.3 Term of Appointment – The appointment as Exclusive Service Provider shall continue for the duration of the Term of this Agreement.
21.4 Scope of Future Works – For the avoidance of doubt, "Future Works" includes any and all works created, developed, or acquired by the Author, whether individually or jointly; in any capacity; for any purpose; in any medium; at any time.
22. SCOPE OF SERVICES
BUmedia shall provide the following services in respect of Future Works (the "Services"):
22.1 Marketing Services – Development of marketing strategies, creation of marketing materials, digital marketing, traditional marketing, public relations, market research, brand development, influencer marketing, event marketing, and any other marketing services.
22.2 Distribution Services – Physical and digital distribution, international distribution, inventory management, warehousing, order processing, fulfillment, and any other distribution services.
22.3 Publication Services – Editorial services, design services, production services, digital publication services, quality control, and any other publication services.
22.4 Advertising Services – Advertising campaign development, media planning and buying, creative development, digital advertising, and any other advertising services.
22.5 Additional Services – Any other services reasonably required to commercialize Future Works.
23. PAYMENT FOR SERVICES
23.1 Payment in Advance – The Author shall pay BUmedia for all Services in advance, as follows:
- 23.1.1 Before BUmedia commences any Services, BUmedia shall provide the Author with a written quotation or estimate of the costs involved;
- 23.1.2 The Author shall pay the full amount quoted or estimated to BUmedia in advance of the commencement of Services;
- 23.1.3 If the actual costs exceed the estimate, BUmedia shall provide the Author with a revised quotation, and the Author shall pay the additional amount in advance before BUmedia continues with the Services.
23.2 No Credit – BUmedia shall not be required to provide any Services on credit. BUmedia may suspend or terminate Services immediately if the Author fails to make any required advance payment. No obligation to provide Services shall arise until payment is received in full.
23.3 Full Payment Required – The Author shall pay BUmedia the full amount invoiced for Services, without any deduction, set-off, or counterclaim whatsoever.
23.4 No Royalty on Services – The payments for Services under this Clause 23 are separate from and in addition to any royalty payments that may be due under Clause 13 for the Work. The Author acknowledges that the 15% royalty on Net Profits for the Work does not cover or include payment for Services on Future Works.
23.5 BUmedia's Profit Share on Future Works – In addition to the advance payment for all Services rendered, the Author shall pay to BUmedia 15% (fifteen percent) of all Net Profits derived from Future Works.
23.6 Definition of Net Profits for Future Works – For the purposes of Clause 23.5, "Net Profits" shall be calculated in the same manner and using the same methodology as set forth in Clause 14 of this Agreement, with all costs of Services (already paid by the Author) included as deductible costs. Without limiting the generality of the foregoing, Net Profits from Future Works shall mean Gross Revenue received by the Author from the exploitation of Future Works, LESS all costs, including but not limited to:
- 23.6.1 All production and manufacturing costs;
- 23.6.2 All distribution and freight costs;
- 23.6.3 All marketing, advertising, and publicity expenses (including the Services provided by BUmedia);
- 23.6.4 All costs of returns, bad debts, and discounts;
- 23.6.5 All taxes payable to SARS or any other tax authority;
- 23.6.6 A reasonable overhead allocation.
23.7 Accounting for Future Works – BUmedia shall render statements of account to the Author for Net Profits from Future Works on the same semi-annual basis as provided in Clause 15. The Author shall provide BUmedia with all necessary access to records and sales data to verify the calculation of Net Profits from Future Works, and the audit rights in Clause 16 shall apply mutatis mutandis to Future Works.
23.8 Independent Obligation – The obligations in this Clause 23 are independent of and in addition to all other obligations in this Agreement. BUmedia's rights to payment for Services and to 15% of Net Profits from Future Works shall survive any termination or expiry of this Agreement.
24. INVOICING AND SETTLEMENT
24.1 Invoices – BUmedia shall render invoices to the Author for Services upon acceptance of a quotation or estimate, upon completion of Services, on a monthly basis for ongoing Services, or as otherwise agreed.
24.2 Payment Terms – All invoices shall be paid within seven (7) days of the invoice date, or such shorter period as may be specified in the invoice.
24.3 Late Payment – If the Author fails to pay any invoice by the due date:
- 24.3.1 BUmedia may suspend all Services until payment is received;
- 24.3.2 Interest shall accrue on the outstanding amount at the rate prescribed in the Prescribed Rate of Interest Act 55 of 1975;
- 24.3.3 The Author shall be liable for all costs incurred by BUmedia in collecting the debt, including legal costs on an attorney and own client scale.
24.4 Disputed Invoices – If the Author disputes any invoice, the Author shall pay the undisputed portion by the due date, notify BUmedia in writing of the dispute within seven (7) days, and cooperate to resolve the dispute promptly.
25. WANTWO WEBSITE EXCLUSION AND INCLUSION
25.1 General Exclusion – Digital Sales – Except as expressly provided in Clause 25.2, and in accordance with Clause 3.2.2, sales of Digital Products through the WanTwo Website are excluded from this Agreement. The Author retains 100% of all revenue from WanTwo Website Digital Sales and is not required to account to BUmedia for such sales.
25.2 Inclusion – Physical Sales – In accordance with Clause 3.3, all WanTwo Website Physical Sales are included in this Agreement. In respect of such sales:
- 25.2.1 The Author shall account to BUmedia for all such sales;
- 25.2.2 Gross Revenue from such sales shall be included in the calculation of Net Profits;
- 25.2.3 The Author shall provide BUmedia with access to the WanTwo Website's sales data and records to verify such sales;
- 25.2.4 Fulfillment shall be in accordance with Clause 3.3.4.
25.3 Marketing and Referral – BUmedia has the right to market, promote, and refer customers to the WanTwo Website for the purpose of generating Physical Sales. Any marketing costs incurred by BUmedia that result in WanTwo Website Physical Sales shall be included as deductible costs under Clause 14.
25.4 No Set-Off – The Author shall not be entitled to set off any amounts due from BUmedia under this Agreement against any amounts due from the Author to BUmedia for Services or any other amounts. Revenue from WanTwo Website Digital Sales is the sole property of the Author and shall not be used to offset any obligations of BUmedia.
SECTION E: REPRESENTATIONS, WARRANTIES, AND UNDERTAKINGS
26. AUTHOR'S REPRESENTATIONS AND WARRANTIES
The Author hereby represents and warrants to BUmedia that:
26.1 Ownership – The Author is the sole and exclusive owner of all rights, title, and interest in and to the Work; has not previously assigned any rights granted herein; and has full authority to enter into this Agreement.
26.2 Originality – The Work is original and does not infringe any third-party rights.
26.3 No Defamation – The Work contains no libelous or unlawful material.
26.4 No Obligations – There are no conflicting agreements.
26.5 Accuracy – All information provided is accurate.
26.6 No Pending Claims – There are no pending or threatened claims relating to the Work.
26.7 Capacity – The Author has legal capacity to enter into this Agreement.
27. INDEMNITY
27.1 Indemnity by Author – The Author agrees to indemnify and hold BUmedia harmless from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) incurred by BUmedia as a result of any breach of any representation or warranty, any claim by any third party that the Work infringes their rights, any claim that the Work contains defamatory material, any failure by the Author to perform any obligation, or any unauthorized act by the Author.
27.2 Indemnity Procedure – If any claim is made, BUmedia shall promptly notify the Author, BUmedia shall have the right to control the defense, and the Author shall not settle any claim without BUmedia's prior written consent.
27.3 Survival – This indemnity shall survive termination.
28. UNDERTAKINGS BY THE AUTHOR
28.1 Non-Interference – The Author shall not interfere with BUmedia's rights.
28.2 No Grant of Rights – The Author shall not grant any rights to any third party.
28.3 Protection of Rights – The Author shall assist BUmedia in protecting rights and notify BUmedia of any infringement.
28.4 Further Assurances – The Author shall execute any further documents to perfect BUmedia's rights.
28.5 No Disparagement – The Author shall not make any disparaging statements about BUmedia.
28.6 Cooperation – The Author shall cooperate with BUmedia in exploiting the Work.
SECTION F: BREACH, PENALTIES, AND REMEDIES
29. MATERIAL BREACH
29.1 Definition – Material breach includes any breach of Clauses 3.5, 8.5, or 28; any unauthorized grant of rights; any unauthorized exploitation; any failure to pay amounts due; any breach of warranty; or any persistent breach.
29.2 Notice of Breach – The aggrieved Party may give written notice requiring the breach to be remedied.
29.3 Cure Period – If capable of remedy, the breaching Party shall have thirty (30) days to remedy.
29.4 Consequences – If not remedied, the non-breaching Party may claim specific performance, damages, exercise penalty rights, or exercise other legal remedies.
30. PENALTY PROVISIONS (CONVENTIONAL PENALTIES ACT 15 OF 1962)
30.1 Application – This Clause is subject to the Conventional Penalties Act 15 of 1962.
30.2 Penalty Stipulation – In respect of any breach by the Author, the Author shall be liable to pay a penalty to BUmedia.
30.3 Nature of Penalty – The penalty is payable as liquidated damages, is enforceable in court, and is in addition to other remedies.
30.4 No Cumulation – BUmedia shall not recover both penalty and damages for the same breach.
31. CALCULATION OF PENALTY
31.1 Penalty Amount – If the Author commits a breach, the Author shall pay a penalty equal to the Total Investment Value.
31.2 Total Investment Value – Means all costs incurred by BUmedia in connection with the Work, including production, distribution, marketing, admin, taxes, third-party payments, legal costs, and any other costs.
31.3 Penalty for Third-Party Contracts – If the Author enters into any Third-Party Contract in breach, the Author shall pay a penalty equal to 100% of the value of such Third-Party Contract.
31.4 Reduction of Excessive Penalty – The Parties acknowledge that Section 3 of the Conventional Penalties Act allows a court to reduce an excessive penalty, but agree that these penalties are fair and proportionate.
32. BREACH REGARDING THIRD-PARTY CONTRACTS
32.1 Prohibition – The Author shall not enter into any Third-Party Contract without BUmedia's full involvement and prior written consent.
32.2 Full Involvement Defined – Means BUmedia being party to negotiations, approving terms, receiving revenues, and being identified as exclusive rights holder.
32.3 Consequences – Any unauthorized contract is void against BUmedia; Author pays penalty of 100% of contract value; Author assigns all benefits to BUmedia; BUmedia may enforce directly against third party.
33. SPECIFIC PERFORMANCE
33.1 Right to Specific Performance – BUmedia may claim specific performance.
33.2 Irreparable Harm – Any breach would cause irreparable harm for which damages are inadequate.
33.3 Injunctive Relief – BUmedia may seek injunctive relief.
34. ANTICIPATORY BREACH
34.1 Definition – Anticipatory breach occurs where the Author evinces an intention not to perform.
34.2 Consequences – BUmedia may treat the Agreement as repudiated, claim damages, claim penalties, seek specific performance, or seek other remedies.
35. RIGHT OF FIRST NEGOTIATION AND MATCHING RIGHT
35.1 Right of First Negotiation – Upon expiry of the Initial Term, BUmedia shall have the exclusive right to negotiate with the Author for a renewed or extended agreement for a period of ninety (90) days (the "Exclusive Negotiation Period"). During this period, the Author shall negotiate exclusively and in good faith with BUmedia and shall not solicit or entertain offers from any third party.
35.2 Third-Party Offers – If, after the Exclusive Negotiation Period, the Author receives a bona fide written offer from a third party for the rights to the Work (the "Third-Party Offer"), the Author shall promptly provide BUmedia with a copy of such offer, including all material terms.
35.3 Matching Right – BUmedia shall have the right, within thirty (30) days of receiving the Third-Party Offer, to match the offer on identical terms. If BUmedia exercises this right, the Author shall enter into a new agreement with BUmedia on terms identical to the Third-Party Offer.
35.4 Priority Right – The Parties agree that BUmedia shall be the priority partner for any future exploitation of the Work, and the Author shall not accept any Third-Party Offer unless BUmedia has first declined to match it in writing.
36. PENALTY ON ACCEPTANCE OF THIRD-PARTY OFFER
36.1 Penalty Trigger – If the Author accepts a Third-Party Offer in breach of Clause 35, or if the Author transfers or licenses any rights in the Work to a third party without first complying with BUmedia's Right of First Negotiation and Matching Right, the Author shall be liable to pay BUmedia a penalty as set forth in this Clause.
36.2 Calculation of Penalty – The penalty shall be equal to the Valuation Upon Termination or Transfer as determined in accordance with Clause 37.
36.3 Rationale – This penalty reflects the value created by BUmedia's Initial Investment, Additional Investment (if any), marketing efforts, brand development, and the exposure generated for the Work during the Term.
36.4 Independent Obligation – The penalty under this Clause is in addition to any other remedies available to BUmedia under this Agreement or at law, including claims for breach of contract, damages, and specific performance.
37. VALUATION OF WORK UPON TERMINATION OR TRANSFER
37.1 Valuation Requirement – Upon termination of this Agreement (for any reason) or upon any proposed transfer of rights to a third party, the Work shall be valued in accordance with this Clause.
37.2 Valuation Factors – The valuation shall take into account, without limitation:
- 37.2.1 The total amount of BUmedia's Initial Investment and any Additional Investment;
- 37.2.2 The exposure, marketing reach, and brand equity generated by BUmedia's efforts during the Term;
- 37.2.3 Sales performance and revenue generated during the Term;
- 37.2.4 The commercial potential of the Work, including projected future sales and merchandising opportunities;
- 37.2.5 Any offers received from third parties (if applicable);
- 37.2.6 Expert valuations obtained by either Party.
37.3 Valuation Method – If the Parties cannot agree on a valuation within thirty (30) days, the valuation shall be determined by an independent expert jointly appointed by the Parties. If the Parties cannot agree on an expert within fourteen (14) days, either Party may request AFSA to appoint an expert. The expert's determination shall be final and binding on the Parties. The costs of the expert shall be borne as determined by the expert.
37.4 Application to Penalty – For the purposes of the penalty in Clause 36, the valuation shall be calculated as at the date of breach or transfer.
SECTION G: DISPUTE RESOLUTION
38. NEGOTIATION
38.1 Negotiation Requirement – Parties shall first try to resolve disputes by negotiation.
38.2 Procedure – Either Party may invite the other to a meeting within seven (7) days.
38.3 Time Limit – If not resolved within seven days, either Party may proceed to mediation.
39. MEDIATION (AFSA RULES)
39.1 Referral to Mediation – If not resolved by negotiation, the dispute shall be submitted to mediation.
39.2 AFSA Mediation – Administered by AFSA in accordance with AFSA Mediation Rules.
39.3 Procedure – Mediation in Pretoria; English language; mediator appointed by AFSA.
39.4 Confidentiality – The mediation process shall be confidential.
39.5 Costs – Costs borne equally unless otherwise agreed.
39.6 No Prejudice – Statements made during mediation are without prejudice.
40. ARBITRATION
40.1 Referral to Arbitration – If not resolved through mediation, the dispute shall be finally resolved in accordance with AFSA Commercial Rules.
40.2 Procedure – Single arbitrator appointed by AFSA; arbitration in Pretoria; English language.
40.3 Award – Final and binding; may be made an order of court; issued with reasons.
40.4 Exclusion of Appeals – Parties waive any right of appeal to the extent permitted by law.
41. JURISDICTION AND VENUE (PRETORIA)
41.1 Consent to Jurisdiction – Parties consent to exclusive jurisdiction of the High Court of South Africa, Gauteng Division, Pretoria.
41.2 Venue – Legal proceedings shall be instituted in Pretoria.
41.3 Service of Process – May be effected by delivery to addresses in Clause 49.
41.4 Notwithstanding Arbitration – Does not prevent either Party from seeking interim relief.
42. GOVERNING LAW
42.1 South African Law – This Agreement shall be governed by the laws of the Republic of South Africa.
42.2 Specific Legislation – Subject to Copyright Act 98 of 1978, Conventional Penalties Act 15 of 1962, Consumer Protection Act 68 of 2008, Companies Act 71 of 2008, Income Tax Act 58 of 1962, and Arbitration Act 42 of 1965.
43. CONSOLIDATED DISPUTE RESOLUTION CLAUSE
Should any dispute arise, the Parties shall try to resolve by negotiation within seven days. If not resolved, the dispute shall be submitted to AFSA mediation. If not resolved through mediation, the dispute shall be finally resolved by AFSA arbitration. The Parties irrevocably consent to the exclusive jurisdiction of the High Court of South Africa, Gauteng Division, Pretoria.
SECTION H: GENERAL PROVISIONS
44. ENTIRE AGREEMENT
44.1 Entire Understanding – This Agreement constitutes the entire understanding between the Parties.
44.2 No Reliance – Each Party acknowledges they have not relied on any representation not in this Agreement.
45. AMENDMENTS
45.1 Written Amendments – No amendment shall be binding unless in writing and signed by both Parties.
45.2 No Oral Modifications – No oral modifications shall be effective.
46. WAIVER
46.1 No Waiver – No failure to exercise any right shall operate as a waiver.
46.2 Single Exercise – Single or partial exercise does not preclude further exercise.
46.3 Written Waivers – Any waiver must be in writing.
47. CESSION AND ASSIGNMENT
47.1 BUmedia's Right to Cede – BUmedia may cede, assign, or delegate any rights without the Author's consent.
47.2 Author's Restrictions – The Author may not assign without BUmedia's prior written consent.
47.3 Binding Effect – This Agreement binds the Parties and their permitted successors.
48. FORCE MAJEURE
48.1 Definition – Force majeure means any event beyond a Party's reasonable control.
48.2 Suspension – Performance suspended for duration of force majeure.
48.3 Notification – Affected Party shall promptly notify the other.
48.4 Termination – If force majeure continues for more than ninety (90) days, either Party may terminate.
49. NOTICES
49.1 Addresses for Notices – To BUmedia: [INSERT ADDRESS]; To Author: [INSERT WANTWO ADDRESS].
49.2 Delivery Methods – Hand delivery, registered post, email, courier.
49.3 Deemed Receipt – Hand delivery (same day), registered post (7th day), email (same day if during business hours), courier (day of delivery).
50. SEVERABILITY
50.1 Severance – If any provision is held invalid, it shall be severed, and the remaining provisions continue in force.
50.2 Replacement – Parties shall negotiate to replace any severed provision.
51. INDEPENDENT CONTRACTOR STATUS
51.1 Independent Contractor – BUmedia is an independent contractor, not an employee, agent, joint venture, or partner of the Author.
51.2 No Authority – Neither Party has authority to bind the other.
52. SURVIVAL
The following clauses survive termination: 12 (Moral Rights), 14 (Net Profits), 16 (Audit Rights), 17 (Taxation), 23.8 (Payment for Services), 27 (Indemnity), 30-37 (Penalty Provisions), 38-43 (Dispute Resolution), 42 (Governing Law), 44 (Entire Agreement), 46 (Survival).
53. TERM AND RENEGOTIATION
53.1 Initial Term – The Initial Term of this Agreement shall be three (3) years from the Effective Date.
53.2 Renegotiation – Upon expiry of the Initial Term, the Parties shall enter into good faith negotiations to renew or extend this Agreement in accordance with the Right of First Negotiation set forth in Clause 35. BUmedia shall have the right to be the priority partner for any future exploitation of the Work.
53.3 Continuation Pending Negotiation – Pending the conclusion of a new agreement, the terms of this Agreement shall continue to apply on a month-to-month basis, unless terminated by either Party on thirty (30) days' written notice.
SECTION J: SIGNATURE PAGE
57. EXECUTION
SIGNED FOR AND ON BEHALF OF BUMEDIA CREATIVE COMMUNICATIONS AGENCY
Name: Phillip Tshepang MANO
Title: Chief Executive Officer
Date: _________________________
WITNESSES:
1. _________________________ (Full Name, ID, Address)
2. _________________________ (Full Name, ID, Address)
SIGNED FOR AND ON BEHALF OF WANTWO (ROBERT MASSASSA)
Name: Robert Massassa
Title: Owner / Sole Proprietor
Date: _________________________
WITNESSES:
1. _________________________ (Full Name, ID, Address)
2. _________________________ (Full Name, ID, Address)
SCHEDULES
SCHEDULE A: SUMMARY OF KEY COMMERCIAL TERMS
This Schedule forms part of the Comprehensive Exclusive Publishing, Distribution, Merchandising, and Service Agreement dated _________________ 2026 between BUmedia Creative Communications Agency and WanTwo (Robert Massassa).
PART 1: THE WORK - "THE SELECTED ONE" (VOLUMES 1 & 2)
| Term | Description |
|---|---|
| Work | "The Selected One" Volumes 1 and 2 – original comic book work, including all associated characters, storylines, artwork, illustrations, text, titles, logos, and elements thereof, in physical versions only. |
| Author | WanTwo, a sole proprietorship owned by Mr. Robert Massassa (Identity Number: _________________) |
| Publisher | BUmedia Creative Communications Agency (Reg: 2023/260726/07) |
PART 2: GRANT OF RIGHTS – THE WORK
| Aspect | Detail |
|---|---|
| Nature of Rights | Exclusive 100% worldwide publication, distribution, merchandising, and exploitation rights for physical products only. |
| Copyright Ownership | Author retains underlying copyright. BUmedia holds exclusive economic rights for physical exploitation during the Term. |
| Excluded Rights | Digital Rights, WanTwo Website Digital Sales, Multimedia Rights, Video Rights, Games Rights, Future Volumes (beyond Vol 2) |
| Included Rights | WanTwo Website Physical Sales are INCLUDED and form part of BUmedia's exclusive rights. |
| Territory | South Africa, Africa, and the rest of the world. |
| Initial Term | Three (3) years from the Effective Date. |
PART 3: FINANCIAL ARRANGEMENTS – THE WORK
| Term | Detail |
|---|---|
| Royalty Rate | 15% (fifteen percent) of Net Profits. |
| Advance | No advance. Royalty payable only after recoupment of all costs including the Initial Investment. |
| BUmedia Investment | R300,000.00 over three years for printing, merchandising, and marketing (recoverable cost). |
| Additional Investment | BUmedia may invest more at its discretion, based on traction and sales. |
| Net Profits Definition | Gross Revenue LESS all costs (production, distribution, marketing, admin, taxes, investment). |
| Accounting Periods | Semi-annually (30 June and 31 December). Payment within 60 days. |
PART 4: WANTWO WEBSITE – DIGITAL VS PHYSICAL
| Category | Treatment |
|---|---|
| WanTwo Website Digital Sales | EXCLUDED – Author retains 100% of revenue. No accounting to BUmedia. |
| WanTwo Website Physical Sales | INCLUDED – Revenue forms part of Gross Revenue. Subject to 15% royalty after costs. |
| Marketing Rights | BUmedia may market, promote, and refer customers to WanTwo Website for physical sales. |
PART 5: POST-TERM RIGHTS AND PENALTIES
| Term | Detail |
|---|---|
| Right of First Negotiation | BUmedia has exclusive right to negotiate renewal for 90 days post-Term. |
| Matching Right | BUmedia may match any bona fide third-party offer. |
| Penalty for Breach | If Author accepts third-party offer without complying with matching right, penalty = Valuation of Work (Clause 37). |
| Valuation Factors | Takes into account BUmedia's investment, exposure generated, brand equity, sales performance. |
PART 6: FUTURE WORKS – SERVICE PROVIDER ARRANGEMENT
| Aspect | Detail |
|---|---|
| BUmedia's Role | Exclusive service provider for all Future Works created during the Term. |
| Payment for Services | Author pays BUmedia in advance for all marketing, distribution, publication, and advertising services. |
| Profit Share | Author pays BUmedia 15% of Net Profits from Future Works (calculated per Clause 14). |
| No Set-Off | Payments for Services and profit share are separate obligations. |
PART 7: DISPUTE RESOLUTION
| Term | Detail |
|---|---|
| Jurisdiction | High Court of South Africa, Gauteng Division, Pretoria (exclusive jurisdiction). |
| Mediation/Arbitration | AFSA Mediation Rules; AFSA Commercial Arbitration Rules. |
SCHEDULE B: LEGAL REFERENCES ANNEXURE
This Annexure forms part of the Comprehensive Exclusive Publishing, Distribution, Merchandising, and Service Agreement dated 12 MARCH 2026.
PART 1: SOUTH AFRICAN LEGISLATION
1. COPYRIGHT ACT 98 OF 1978
| Section | Description | Contract Clause |
|---|---|---|
| Section 1 | Definitions | Clauses 1.14, 1.20 |
| Section 3 | Duration of copyright (life + 50 years) | Clause 11.2 |
| Section 20 | Moral rights | Clauses 1.34, 12.1 |
| Section 21 | Ownership of copyright | Clause 4.1 |
| Section 22 | Assignments and licenses | Clauses 1.14, 3.5 |
2. CONVENTIONAL PENALTIES ACT 15 OF 1962
| Section | Description | Contract Clause |
|---|---|---|
| Section 1 | Penalty stipulations enforceable | Clause 30.2 |
| Section 2 | Cumulation of remedies prohibited | Clause 30.4 |
| Section 3 | Court may reduce excessive penalty | Clause 31.4 |
3. CONSUMER PROTECTION ACT 68 OF 2008
| Section | Description | Contract Clause |
|---|---|---|
| Sections 48, 49 | Unfair contract terms; notice required | Clause 54.3 |
4. INCOME TAX ACT 58 OF 1962
| Section | Description | Contract Clause |
|---|---|---|
| Sections 49A-49H | Withholding tax on royalties | Clauses 15.6, 17.3 |
5. PRESCRIBED RATE OF INTEREST ACT 55 OF 1975
| Section | Description | Contract Clause |
|---|---|---|
| Section 1 | Prescription of rate of interest | Clauses 15.7, 24.3.2 |
PART 2: INTERNATIONAL TREATIES AND CONVENTIONS
6. BERNE CONVENTION
| Article | Description | Contract Clause |
|---|---|---|
| Article 5 | National treatment; automatic protection | Clause 56.1.1 |
| Article 6bis | Moral rights | Clause 56.1.3 |
| Article 7 | Term of protection | Clause 56.1.2 |
7. WIPO COPYRIGHT TREATY (WCT) (1996)
| Article | Description | Contract Clause |
|---|---|---|
| Articles 6, 7, 8 | Distribution, rental, communication rights | Clause 56.2.2 |
| Articles 11, 12 | Technological measures, rights management | Clause 56.2.3 |
SCHEDULE C: INVESTMENT SCHEDULE AND KPIs
This Schedule sets forth the indicative timeline, allocation, and Key Performance Indicators (KPIs) for BUmedia's Initial Investment of R300,000 over three (3) years.
1. TOTAL INVESTMENT COMMITMENT
R300,000.00 (Three Hundred Thousand South African Rand) allocated as follows:
- Printing & Production: R120,000 (40%)
- Merchandising: R90,000 (30%)
- Marketing & Advertising: R90,000 (30%)
2. YEAR 1 INVESTMENT (R100,000)
| Allocation | Amount | Activities |
|---|---|---|
| Printing | R50,000 | Printing of Volume 1 (initial run), proofing, design setup. |
| Merchandising | R20,000 | Prototype development for key merchandise items. |
| Marketing | R30,000 | Launch campaign, social media setup, press releases, launch event. |
Indicative KPIs Year 1:
- Successful print run of Volume 1 completed.
- Launch event held with minimum attendance of [X] people.
- Initial sales target: [Y] units of Volume 1 sold.
- Social media following established (target: [Z] followers).
3. YEAR 2 INVESTMENT (R100,000)
| Allocation | Amount | Activities |
|---|---|---|
| Printing | R40,000 | Printing of Volume 2, reprint of Volume 1 if needed. |
| Merchandising | R35,000 | Full production of core merchandise line. |
| Marketing | R25,000 | Expanded marketing campaign, influencer outreach, conventions. |
Indicative KPIs Year 2:
- Volume 2 launched successfully.
- Distribution expanded to [A] retail outlets across South Africa.
- Merchandise available for sale.
- Engagement metrics: [B] social media interactions, [C] newsletter signups.
4. YEAR 3 INVESTMENT (R100,000)
| Allocation | Amount | Activities |
|---|---|---|
| Printing | R30,000 | Reprints, special editions, collected editions. |
| Merchandising | R35,000 | Expanded merchandise lines, new product categories. |
| Marketing | R35,000 | Brand deal activations, advertising campaigns, international marketing push. |
Indicative KPIs Year 3:
- Sustained sales of both volumes and merchandise.
- Positive return on marketing spend (ROAS target: [D]%).
- At least one brand deal or partnership secured.
- Exploration of international distribution opportunities.
5. FLEXIBILITY AND REVIEW
5.1 The KPIs set forth above are indicative guidelines, not rigid contractual obligations. BUmedia retains the sole discretion to determine, in good faith, whether KPIs have been met and to adjust the timing and allocation of investment based on market conditions, sales performance, and promotional opportunities.
5.2 BUmedia and the Author shall conduct quarterly reviews to assess progress and determine the release of subsequent investment tranches.
SCHEDULE D: CERTIFICATE OF NON-VARIATION
I, the undersigned, a Director of BUmedia Creative Communications Agency, hereby certify that the attached agreement consisting of ____ pages is the definitive and entire agreement between the parties and that no variation, deletion, or addition to this agreement shall be of any force or effect unless reduced to writing and signed by all parties.
Signed at _________________________ on this _____ day of ___________ 2026.
Phillip Tshepang Mano
For: BUmedia Creative Communications Agency
SCHEDULE E: ACKNOWLEDGMENT BY AUTHOR
I, Robert Massassa (trading as WanTwo), acknowledge that I have read and understood this entire agreement, that I have had the opportunity to obtain independent legal advice, and that I voluntarily accept its terms.
I specifically acknowledge and accept that:
FOR "THE SELECTED ONE" VOLUMES 1 & 2:
- I am granting BUmedia exclusive worldwide rights to publish, distribute, merchandise, and exploit physical products of Volumes 1 and 2 for a period of three (3) years.
- My royalty is 15% of Net Profits only after all costs are deducted, including BUmedia's R300,000 investment in printing, merchandising, and marketing.
- Digital Rights and WanTwo Website Digital Sales are EXCLUDED – I keep 100% of digital revenue.
- WanTwo Website Physical Sales are INCLUDED – all revenue from physical sales on my website belongs to BUmedia and is subject to the 15% royalty after costs.
- BUmedia may invest additional funds beyond R300,000 at its discretion if sales traction warrants it.
FOR ALL FUTURE WORKS (EVERYTHING ELSE I CREATE):
- BUmedia is my exclusive service provider for all works I create during the Term.
- I must pay BUmedia in advance for all marketing, distribution, publication, and advertising services.
- I cannot engage any third party for these services without BUmedia's consent.
- In addition to paying for services upfront, I must pay BUmedia 15% of all Net Profits from Future Works.
- BUmedia can suspend services immediately if I fail to pay any invoice within 7 days.
AFTER THE INITIAL TERM:
- BUmedia has the Right of First Negotiation and a Matching Right for any third-party offer.
- If I accept a third-party offer without complying with these rights, I must pay BUmedia a penalty equal to the Valuation of the Work, taking into account BUmedia's investment and the exposure they generated.
DISPUTE RESOLUTION:
- All disputes will be resolved through AFSA mediation/arbitration in Pretoria.
- The High Court in Pretoria has exclusive jurisdiction.
- South African law governs this agreement.
ROBERT MASSASSA
WanTwo (Sole Proprietor)
Date: __________________________
WITNESSES:
1. _________________________
Full Name: ___________________
Identity Number: ______________
Address: _____________________
2. _________________________
Full Name: ___________________
Identity Number: ______________
Address: _____________________
END OF AGREEMENT AND SCHEDULES
This document consists of ___ pages including schedules.