Contracts and Stuff
I wonder if you can help me out here.
For several years, I have been publishing books based on contracts with authors. I’m no lawyer and I personally find this side of things a little boring, but there needs to be a professional, signed agreement in place when money becomes involved, for the sake of everyone concerned, as I’m sure you would agree.
The problem is, I’m not entirely happy with the document I’ve been using called the ‘contract’ at all.
What I want is something that formalises the arrangement whereby I take an author’s work, edit, proofread and format it, upload it and publish it, and then split the profits 50/50 with the author. Sounds simple. There are hard costs involved in publishing - I use Amazon, and they take their portion off the top on a print-on-demand basis. But I can set the price, in liaison with the author, so that whatever is left after those hard costs are taken is effectively a profit. And it has always seemed only fair to me that the author gets half of that, while I try to cover my editing, proofreading and formatting costs from the other half. (Something I have yet to manage to do, by the way.)
This document has grown up organically from templates and advice. I wondered if you would like to look it over and see if anything
a) can be improved in the wording
b) can be simplified
c) can be corrected if it is misleading or looks dodgy legally in some way.
I will take on board any comments and strive to create a contract which YOU, the writer, might be happy to sign at some point in the future.
You can email me your comments at
grant@clarendonhousebooks.com
I appreciate any input - and it may be that you are suggesting a future contract for yourself!
BOOK PUBLISHING AGREEMENT
THIS BOOK PUBLISHING AGREEMENT (the “Agreement”) is made as of _______ (the “Effective Date”), by and between, on the one hand, Grant Hudson, proprietor of Clarendon House Publications, a Sheffield, South Yorkshire company, with an office at 76 Coal Pit Lane, Sheffield, South Yorkshire, UK (the “Publisher”), and _______, with an address of _____________________________. (the “Author”). Publisher and Author are collectively referred to as the "Parties," or individually, as a "Party.”
RECITALS
This Agreement is governed and controlled by the following Recitals which the Parties hereto acknowledge to be true. WHEREAS, the Author is the creator and writer of that certain book currently entitled _____________________________ (the “Work”). WHEREAS, the Publisher has offered to publish and promote the Work, pursuant to the terms and conditions contained herein; and WHEREAS, the Author wishes to accept the offer from the Publisher to publish the Work; NOW, THEREFORE, in consideration of the mutual promises herein contained, the Parties hereto agree as follows:
AGREEMENT GRANT.
(a) The Author hereby grants exclusively to the Publisher on behalf of himself, heir(s), executors, administrators, successors, and assignees, the following exclusive worldwide rights to the Publisher to produce, publish, and sell in e-book and print (paperback) formats such as, i-pod, lit, html, PDF, e-book on CD (print and/or audio) etc., and paperback book form, including any e-book formats invented while this contract is in effect.
(b) Publisher shall have the right to produce, advertise, promote, and publish the Work in a style in which the Publisher deems appropriate to the Work, including format, pricing, and distribution. Publisher has the right of final approval of Author’s manuscript. Publisher will distribute the book where the Publisher deems appropriate such as Lulu, Amazon Kindle, Amazon (paperback), Lightning Source, and anywhere else that Publisher decides during the term of the contract. Publisher also reserves the right to advertise anywhere the Publisher deems appropriate, including but not limited to YouTube, forums, groups, review sites, magazines, and Amazon.
(c) The Publisher has the exclusive, unlimited right to license or to permit others to publish, reproduce, or provide the Work in whole or in part and in any and all forms, formats, systems, and materials. These rights shall include motion pictures, television, cable broadcasting, pay-per-view distribution, virtual reality, any other technology currently existing or invented in the future, clothbound books, serials, book clubs, paperback, translations, abridgement, adaptation, foreign editions, and selections, audio tape, sound reproducing and recording systems, microfilm, large type editions, braille, and computer systems now known or hereafter invented.
(d) The Author authorises the Publisher to copyright throughout the world, in the name of the Author, the Work or any revision or other editions thereof and to renew such copyright, if the Publisher deems it advisable.
(e) The Publisher has the right to contract with distributors, bookstores, vendors, organisations and/or outlets of books to sell the Work under the Publisher’s name. The Author may only contact booksellers in regards to promoting his/her own works (book signings, leaving bookmarks, etc.). The Author does not have the authority to enter into any agreements on behalf of the Publisher.
(f) Should the Author wish the Work to be translated into other languages, they may petition the Publisher for print rights in a language other than English, as long as the Publisher is not offering titles in another language. Should the Publisher later add foreign language options to the titles, any title already being printed in a language other than English will not be impacted, only titles not under special agreement.
(g) The Author hereby retains all rights to the Work not specifically granted to the Publisher in this Agreement.
2. TERM.
(a) The Agreement will be for a period of (1) one year from the date that the Work is published or listed for sale to the general public (the “Term”).
(b) At the end of the Term, it may be renewed for an additional (2) two years, at the discretion of the Publisher.
(c) If the Author wishes the contract to continue, Author needs to contact the Publisher, in writing, at least (30) thirty days prior to the expiration of the contract.
TERMINATION.
(a) The Publisher reserves the right to pull the Work and terminate the Agreement at no cost to the Publisher or Author if no sales have been made within (3) three months of the release of the title. The Author will be notified in writing, pursuant to the terms and obligations of the Notice provision contained herein, if such a decision is made. All rights will automatically revert to the Author.
(b) The Author may petition the Publisher to terminate the contract at any time during the term of the contract, but it will cost the Author Three Hundred and Fifty Pounds (£350.00) for editing and formatting, and One Hundred Pounds (£100.00) for the cover art making the total fee Four Hundred Fifty Pounds (£450.00) to terminate this contract before the (1) year has ended.
(c) If for any reason the Publisher files bankruptcy, goes out of business or decides to no longer be in business, the contract will be void and all rights will revert back to the Author. Should the Publisher go through a name change or a change in ownership, all contract terms will stand.
(d) A change of title of the Work does not void this Agreement.
MANUSCRIPT DELIVERY.
(a) The Author agrees to retain a copy of the Manuscript and the Publisher will not be liable for any loss resulting to the Author from destruction or other loss of the copies delivered to the Publisher.
AUTHORSHIP; OWNERSHIP.
(a) Credit for authorship purposes for the Work shall consist of: Author - AUTHOR
(b) Ownership of the copyright in the underlying Manuscript, story line and previous iterations of the Work have been and shall remain with Author.
ROYALTIES.
(a) The Publisher agrees to pay the Author royalties based on the formula below from the Gross Receipts of domestic sales of the Work received by the Publisher for all copies sold:
Retail price minus hard publishing costs = Modified Net Receipts
50% of Modified Net Receipts to author
50% of Modified Net Receipts to publisher
(b) "Gross Receipts" shall mean all revenue received by the Publisher from book sales.
(c) "Modified Net Receipts" shall mean the Gross Receipts, less all reasonable costs related to the development and publication of the Work, including costs determined by Lulu.com or Amazon.com or any other online publisher used to manufacture the books.
ACCOUNTING.
(a) Royalties shall be paid quarterly within (30) thirty days following the end of the quarter (January through March payments will be sent in April; April through June payments will be sent in July; July through September payments will be sent in October; October through December payments will be sent in January) by PayPal.
(b) The money will be sent no later than the 25th of the payment month, if the royalty is $10.00 or greater. If payment is not received for the last month of the quarter from outside retailers, a payment will be sent on the amount the Publisher has already received and the last month will be added to the next statement.
(c) After one (1) year following the original publication date, regular royalty statements need not be issued by the Publisher until annual earnings from all sources exceed ten dollars ($10.00), unless a statement is specifically requested by the Author. Should the Author receive an overpayment of royalty on copies reported sold, but subsequently returned, he or she agrees that the Publisher may deduct such overpayment from any further earnings under this agreement.
(d) The Author's royalty account with the Publisher shall be deemed a single consolidated account to embrace any publication agreement with the Publisher, and that all charges and credits provided for in this or any other agreement between him and the Publisher shall be made against said account.
(e) It is the Author's responsibility to keep up with statements for tax purposes. If the Publisher is required to withhold any State, Federal, or foreign taxes on the Author's earnings, and those taxes are paid by the Publisher, the taxes paid shall be proper charges against the Author's earnings under this Agreement.
(f) Any expenditure by the Publisher on behalf of the Author shall be charged as an advance against the Author's royalties due hereunder.
AUTHOR’S CORRECTIONS.
(a) The Author agrees, to such extent as may be required by the Publisher, to read and correct the proof sheets of all editions of said Work. Should the Author make or cause to be made any alterations in type, illustrations, or plates which are not corrections of typographical or draftmen's errors, the total which shall exceed ten percent (10%) of the cost of composition independent of the cost of said alterations, such excess alterations shall be charged to and paid for by the Author.
RELEASE COMMITMENT.
(a) The Publisher hereby agrees to publish the Work in a suitable style as to format, packaging, title, imprint, and at a price such as, in its sole judgment, best meets the requirements of the market, using the customary means to market the Work. The Publisher shall reprint the Work as it deems the demand for the same may require. The Publisher shall have the right to make such editorial changes in the Work as it deems desirable and necessary, but the Author may approve any such changes which are substantial, which approval the Author shall not unreasonably withhold or delay.
MARKETING AND PROMOTION.
(a) The Publisher reserves the right to advertise however it deems appropriate.
(b) The Author agrees to self-promote the Work to the best of his/her ability. The Author understands without self-promotion, their Work may not sell as well, if at all, as it would with self-promotion.
(c) The Author understands that the Publisher will submit the Work to various places for reviews. A review is free advertising and gives the Author feedback on their book or writing style. Author understands that not all reviews will be positive or as high a rating as they wish. Further, Author should also submit their Work to review sites.
APPROVALS; REJECTION.
(a) Publisher reserves the right of final approval on revised final Work submissions. Author shall be notified of such acceptance of revised Work.
(b) Publisher retains the right to edit and revise the Work for any and all uses described under this Agreement, provided that Author’s original concept of Work is not materially altered without Author’s agreement. Author understands such changes are necessary for the overall improvement of Work.
(d) Cover Art. Publisher will provide the cover art with approval of the Author. The Publisher will be the sole decision maker on the cover. The cover will be made one time and no revisions will be made to it unless there is a mistake in the title of the Work or the Author’s name. At that time, the Author may contact the Publisher for those changes to be made. No other reason will be accepted. Should the Author desire to have a cover done outside of the Publisher’s company, the Author will incur all expenses for said cover art and will provide the Publisher with a copy in JPG high resolution format, as well as the artist’s name. Author will be required to sign a cover art waiver.
(e) Back Cover. The Author is responsible for submitting a blurb, or back cover text to the Publisher. The Publisher has the final say on this blurb. The Publisher reserves the right to either use the blurb the Author has submitted or use the one that the Publisher deems appropriate.
(f) Title of Work. The Publisher has final approval of the title of the Work or each individual title thereunder. The title chosen by Author will be used unless there is another book with that same title listed with the Publisher, and then a change will have to be made. The Author will have the right to have first choice regarding renaming the Work or any individual title contained within the Work.
(g) Price of Work. The Publisher holds the right to set the price of the Work, put said Work on sale, lower the price of the Work if it is not selling copies. If the title has not sold any copies in (1) one month, the Publisher will consider lowering the price of the Work. If at the end of (3) three months no copies have sold, the Publisher has the right to remove the Work and void this contract, at which time all rights would revert to the Author.
AUTHOR’S COPIES.
(a) The Publisher agrees to give each Author 1 free e-copy of said Work. Any further copies that the Author wishes to purchase from the Publisher must be paid for by the normal commercial channels.
COMPETING WORKS.
(a) The Author agrees that he or she will not, during the Term of this Agreement, without the consent in writing of the Publisher, write, print, or publish; or cause to be written, printed, or published; any other edition of said Work, whether revised, corrected, enlarged, abridged, or otherwise, or any Work that is liable to compete or interfere with or injure the sale of said Work.
REPRESENTATIONS AND WARRANTIES.
(a) The Author represents and warrants to the Publisher that:
(i) he or she is the sole Author of the Work;
(ii) that the Work is original and does not infringe upon any statutory copyright or upon any common-law right, proprietary right, or any other right whatsoever;
(iii) that the Work contains no matter which is scandalous, obscene, libellous, in violation of any right of privacy, or otherwise contrary to law;
(iv) that he or she has full power to enter into this agreement and to make the grants herein contained.
(b) The Publisher shall have the right to extend the Author's representations and warranties contained herein to third parties (such as purchasers of subsidiary rights granted to the Publisher herein) and the Author shall be liable thereon to the same extent as if such representations and warranties were originally made to such third parties. The warranties and indemnities as stated herein shall survive in the event this Agreement is terminated.
INDEMNIFICATION.
(a) The Author shall indemnify the Publisher for, and hold it harmless from, any loss, expense (including attorney's fees) or damage occasioned by any claim, demand, suit, or recovery arising out of any breach of any of the foregoing warranties. The Publisher shall, with reasonable promptness, apprise the Author of any claim, demand, or suit and the Author shall fully cooperate in the defence thereof. In the event of any claim, demand, or suit, the Publisher shall have the right to withhold payments due the Author under the terms of this agreement as security for the Author's obligations as stated herein.
(b) In the event of any claim against the Publisher based in whole or in part on allegations which, if proved, would constitute a breach of any of the above representations and warranties, the Publisher shall have the right to defend the same through counsel of its own choosing. The Author shall cooperate with the Publisher in defending the claim and shall provide all information and documents required by the Publisher's counsel.
GENERAL PROVISIONS:
(a) Amendment. This Agreement may be amended, renewed or continued only by a writing signed by both parties.
(b) Attorneys' Fees. Should either party hereto, or any heir, personal representative, successor or assignee of either Party hereto, resort to legal proceedings in connection with this Agreement, the prevailing party shall be entitled to the payment of its costs, attorneys’ fees and litigation related expenses.
(c) Execution. Facsimile signatures shall be deemed the original signatures of the parties. The Agreement may be signed in counter-parts.
(e) Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom.
IN WITNESS WHEREOF, the parties have caused the foregoing to be entered into as of the date first written above.
AUTHOR Author Name
PUBLISHER
Publisher Name
Grant Philip Hudson