This contract was written under the direction of the SFWA® Contracts Committee. The model or sample contracts have been written as a guide to writers in understanding common publishing contracts and to help them negotiate better contracts. They are not intended to be used as boilerplate contracts by publishers, writers, or agents, nor should such use be cited as being SFWA approved. These contracts have been written by writers for writers, and are for educational purposes only. As with any legal document, you should consult a lawyer for exact interpretations of law. Advice herein is not intended as legal advice or the practice of law. Some model or sample contracts are badly in need of revision or updating. As part of its ongoing efforts to educate writers about publishing contracts, the Contracts Committee periodically writes new sample contracts or updates old sample contracts. Address comments or suggestions to the Chair, SFWA Contracts Committee.
AGREEMENT made this ____day of _____, 19 between , whose residence address is (hereinafter called the Author); and whose principal place of business is at (hereinafter called the Publisher); WITNESSETH: In consideration of the mutual covenants herein contained, the parties agree as follows: 1. GRANT The Author grants to the Publisher for a period of five (5) years from the date of first publication the sole and exclusive right to publish and sell an English language paperback edition of the Work throughout the United States, its territories and possessions, and Canada. Upon the expiration of this agreement five (5) years from the date of original publication, the Publisher shall have first option to conclude an agreement with the Author for continued publication rights to the Work on terms to be mutually agreed upon. Should no such agreement be concluded within sixty (60) days of the expiration of this agreement, all rights to the Work shall automatically revert to the Author. 2. REPRESENTATIONS AND WARRANTIES The Author warrants and represents that this Work is original with him and has not heretofore been published in paperback form, that he is sole author and proprietor of said Work with full power and right to enter into this agreement and to grant the rights hereby conveyed to the Publisher; that said Work contains no matter which is libelous and infringes no right of privacy or copyright; that he has not heretofore and will not hereafter during the term of this agreement enter into any agreement or understanding which would conflict with the rights herein granted the Publisher. If the Author shall breach this warranty, the Publisher shall be entitle to injunctive relief in addition to all other remedies which may be available to it. The Author further agrees that he will hold the publisher, its distributors, and any retailer harmless against any recovery or penalty finally sustained arising out of his breach of this warranty, and in this event he will reimburse the Publisher for all court costs and legal fees incurred. Any out of court settlement of any suit filed jointly against the Author and the Publisher shall be made only by mutual agreement in writing between same. 3. ADVANCE Subject to the provisions hereof, the Publisher agrees to pay the Author as advance against royalties to be earned at the rate hereinafter set forth the sum of $_______ payable as follows: $ on the Author's signing of this agreement; $________ on acceptance by the Publisher of the Author's completed manuscript of said Work. 4. ROYALTIES The Publisher will pay the Author royalties based upon net sales as reported by the Publisher's distributors as follows: On copies sold at the full retail price as imprinted on the cover: % of said retail price on the first one hundred thousand (100,000) copies sold and _____% thereafter. On all other copies sold at special rates, through book clubs, or as remainders, a percentage of the per-copy amount received by the Publisher equal to (a) sixty percent (60%) of the percentage of the per-copy amount received by the Author under the minimum royalty rate for regular sales, or (b) five percent (5%) of net proceeds to the Publisher, whichever shall be greater.[*] 5. SUBSIDIARY RIGHTS The Author and/or his agent shall retain in full the exclusive right to sell or license the Work for publication in whole or in part, in English or in any foreign language, in any way, shape, edition, or form not in conflict with the rights granted to the Publisher under this agreement, and shall further retain the full and exclusive rights to license the Work for use in other media, except that the Publisher shall have the right to license second serial rights subsequent to book publication, and shall retain fifty percent (50%) of the proceeds of such licensing or sale. Upon mutual agreement between the Publisher and the Author, the Publisher may act as the Author's agent in any subsidiary rights manner, in which event the Publisher shall receive ten percent (10%) of the amount paid and the Author shall receive ninety percent (90%). However, the legal rights to make agreements for subsidiary rights, licensing or sale shall remain with the Author. 6. STATEMENTS AND PAYMENTS The Publisher shall forward to the Author or his agent royalty statements to be computed as of June 30 and December 31 of each year of this agreement within thirty (30) days following such respective dates along with any payments indicated to be due thereby. The Author shall have the rights to examine or cause his duly appointed representatives to examine the accounts of the Publisher at any time after written demand by the Author. In the event discrepancies between royalty statements and the Publisher's accounts shall total more than one hundred dollars ($100.00) in the Author's favor under this and any other agreement between the Author and the Publisher, the Publisher shall tender such monies due to the Author within ten (10) days, along with reimbursement in full for any duly verified expenses incurred by the Author as a result of the auditing procedure. Should such discrepancies total less than one hundred dollars ($100.00), in favor of the Author, the Publisher shall tender such money due to the Author within ten (10) days, but shall not be liable for reimbursement of the Author's expenses. 7. MANUSCRIPT AND DELIVERY The Author agrees to deliver to the Publisher on or before and in final revised form an English language manuscript of approximately _________words. If the Author shall fail to deliver said manuscript to the Publisher within the time herein provided, or having delivered same shall otherwise breach this agreement, the Author shall thereupon, on demand, repay to the Publisher all sums advanced to him under this agreement. If, in the opinion of the Publisher, the manuscript is unacceptable or unsatisfactory to the Publisher, the Publisher may reject it by written notice within thirty (30) days of delivery, in which case any sums previously advanced to the Author under this agreement shall be retained by the Author, this agreement shall be deemed terminated and there shall be no further obligation upon the Publisher to publish said work or to make any further payment hereunder, and all rights granted to the Publisher under this agreement shall revert to the Author. 8. EDITING RIGHTS No changes, additions, deletions, abridgements, or condensations in the text of the Work or changes of title shall be made by the Publisher, its agents, or employees, without the expressed, itemized, and specific written consent of the Author. Prior to setting of type, final copy-edited version of manuscript shall be submitted to the Author. 9. GALLEYS AND PROOFS Prior to publication the Publisher upon advance notification shall provide the Author with galley proofs of the Work, which the Author shall correct and return to the Publisher within twenty (20) days of receiving same. The expense of the Author's proof corrections exceeding ten percent (10%) of composition costs shall be charged against the Author's royalties hereunder, except that any such correction resulting form the Publisher's failure to faithfully reproduce the text of the manuscript as delivered by the Author shall in no case be charged against the Author's royalty account. Prior to the printing of the book jacket of the Work, the Publisher shall submit to the Author a proof or other facsimile of the jacket text and design for his approval, which shall not be unreasonably withheld. 10. COPYRIGHT The Publisher is hereby authorized and mandated to secure copyright to the Work in the same name of the Author, to arrange for sale of said Work in Canada simultaneously with first sale in the United States, and to fulfill all other obligations necessary to protect copyright to the Work under United States law and the International Copyright Convention. 11. PUBLICATION The Publisher agrees to publish and commence distribution of said Work within twelve (12) months of approval and acceptance of the Author's final manuscript. In the event the Publisher shall fail to publish and distribute the Work by said date, this agreement shall terminate forthwith, and all rights hereunder shall revert to the Author. The Author shall retain any payments made to him under this agreement, without forfeiting his rights to seek further damages from the Publisher. However, this mandated publication date may be extended to any other date, and any number of such extensions may be made, upon mutual agreement between the Publisher and the Author. 12. AUTHOR'S COPIES On publication the Publisher shall give to the Author twenty-five (25) copies of the published Work, which may not be resold. Any further copies desired by the Author may be purchased at fifty percent (50%) of the retail price. 13. INFRINGEMENT If during the existence of this agreement the copyright shall be infringed, the Publisher may, at its own expense, take such legal action, in the Author's name if necessary, as may be required to restrain such infringement or to seek damages therefor. The Publisher shall not be liable to the Author for the Publisher's failure to take such legal steps. If the Publisher does not bring such an action, the Author may do so, in his name at his own expense. Money damages recovered for an infringement shall be applied first toward the repayment of the expense of bringing and maintaining the action, and thereafter the balance shall belong to the Author, provided, however, that any money damages recovered on account of a loss of the Publisher's profits shall be divided equally between the Author and the Publisher. 14. BANKRUPTCY AND INSOLVENCY If a petition in bankruptcy shall be filed by or against the Publisher, or if it shall be judged insolvent by any court, or if a Trustee or a Receiver of any property of the Publisher shall be appointed in any suit or proceeding by or against the Publisher, or if the Publisher shall make an assignment for the benefit of creditors or shall take the benefit of any bankruptcy or insolvency Act, or if the Publisher shall liquidate its business for any cause whatsoever, this agreement shall terminate automatically without notice, and such termination shall be effective as of date of the filing of such petition, adjudication, appointment, assignment or declaration or commencement of reorganization or liquidation proceedings, and all rights granted hereunder shall thereupon revert to the Author. 15. INHERITANCE This agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators and assigns of the Author, and upon and to the successors and assigns of the Publisher. X______________________________ X____________________________ AUTHOR Witness for the Author X______________________________ X____________________________ PUBLISHER Witness for the Publisher
[*] What that clause means:
You get a certain rate for every book, even if dumped, provided that rate is at least 3/5ths of your retail rate (but not below 5%).
Simple example:
Thus instead of getting 6% of face you get 5% of discounted price … but you move some large number of books.
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