Ghostwriting Agreement

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Ghostwriting Agreement Powered By Docstoc
					This is an agreement entered into between a freelance writer and a company. This
agreement is typically called a "Ghostwriting Agreement" because the freelancer will
write a book or manuscript from scratch but the company will attach its name and rights
to it. Additionally, this agreement includes the compensation rate, the term of
employment, termination, and the purpose of the work. This document should be used
by publishing company's that want to hire a freelance writer to create a book or
manuscript.
                         GHOSTWRITING AGREEMENT



This Ghostwriting Agreement (hereinafter the “Agreement”) is made effective on ____ day of
___________, _______


Between the Parties:

_______________________________ [NAME OF COMPANY] incorporated in the State
of___________________, with its registered office at _____________________ [CITY],
(hereinafter the “Company”


And

_____________________________ [NAME OF WRITER](hereinafter the “Writer”


Recitals:

The parties hereto agree as follows:

1. PURPOSE.

1.1 Writer shall prepare a Book-length manuscript (hereinafter the “Book”) for the Company,
based on materials provided by, and subject to the direction and approval of the Company.

1.2 The Book title is ______________________________________________ which shall
contain _____________________________ [BRIEF DESCRIPTION OF BOOK]. It is
estimated and agreed between the Parties that the Book will have _________________
[AMOUNT IN WORDS] (___ [AMOUNT IN NUMERALS]) chapters, the normal front matter,
including table of contents and an index and that the manuscript will be about be
_________________ [AMOUNT IN WORDS] (___ [AMOUNT IN NUMERALS]) words long,
both numbers being approximations of the final length of the manuscript.

2. OWNERSHIP RIGHTS.

2.1 All rights, title and interest in the following shall be the sole and exclusive property of the
Company including:

(i) All materials, including but not limited to MS Word files, PowerPoint Presentations, tapes,
and completed manuscript, the completed Book, and/or other product resulting from this effort;
(ii) The content of the subject matter of the Book provided by the Company;
(iii) Any ideas, works, documentation or notes conceived related to the Book;
(iv) All writings and work product by the Writer related to or associated with the Book;
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2.2 To the extent that ownership of the items stated above does not automatically vest in the
Writer, the Writer agrees to transfer and assign to the Company all right, title and interest in and
to the same, whether or not copyright applications are filed thereon.

2.3 If the Company is required to obtain the Writer’s consent to register any US and foreign
copyrights related to the Book, the Writer shall provide his/her consent and transfer and assign
any of his/her interest as stated herein.

2.4 Writer shall retain no rights whatsoever to its specific content, sales, marketing, distribution,
resale, reprinting, or use, except as specified within the Agreement. The provisions of this
Section on “Ownership Rights” shall survive the termination of the Agreement.

2.5 Writer acknowledges that the Company reserves editorial rights as to grammar, spelling,
deletions, formatting, and other minor changes that do not affect the material content of the
piece. Should the Company ask the Writer to revisions, the Writer shall promptly make changes
to the Articles as requested. The Company may illustrate the Articles with photographs and/or
illustrations and, if requested, Writer agrees to reasonably assist in writing of captions or
procuring photographs.

2.6 Writer agrees that Company may make any changes or additions to the Work prepared by
Writer, which Company in its sole discretion may consider necessary, and may engage others to
do any or all of the foregoing, with or without attribution to Writer. Writer further agrees to
waive any so-called moral rights in the Work.

2.7 Writer maintains online and offline portfolio rights.

2.8 Work for Hire. Writer expressly acknowledges that the material contributed by Writer
hereunder, and Writer’s services hereunder, are being specially ordered and commissioned by
Company for use in connection with the preparation of the fictional magazine. The Work
contributed by Writer hereunder shall be considered a "work made for hire" as defined by the
copyright laws of the United States. Company shall be the sole and exclusive owner and
copyright proprietor of all rights and title in and to the results and proceeds of Writer’s services
hereunder in whatever stage of completion. If for any reason the results and proceeds of Writer
services hereunder are determined at any time not to be a "work made for hire", Writer hereby
irrevocably transfer and assign to us all right, title and interest therein, including all copyrights,
as well as all renewals and extensions thereto.

3. MATERIALS.

3.1 The Company shall, in a timely fashion, provide Writer with materials such as CD’s, DVD’s,
slide show presentations, written speeches, drawings, reports, research findings, client data and
research papers and other materials and information in written form (hereinafter the “Materials”)
necessary for the Book to be completed .




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4. CONFIDENTIAL INFORMATION.

4.1 Writer understands and agrees that all information related to the Book, including without
limitation, its content, writings, work product, CD’s, DVD’s, audio tapes, slide show
presentations, written speeches, drawings, reports, research findings, client data and research
papers is of great value and high importance to the Company (hereinafter “Confidential
Information”). Accordingly, Writer agrees not to disclose to anyone, either during or after the
term of the Agreement, any Confidential Information obtained or developed by Writer while
working on the Book and related project.

4.2 Upon expiration of the Agreement, Writer agrees to deliver to the Company the Materials as
applicable which are furnished to or produced by Writer pursuant to the Agreement.

4.3 Upon the expiration or termination of the Agreement, Writer agrees to make no further use or
utilization of any Confidential Information. Writer may only disclose Confidential Information
to third parties upon the prior written approval of the Company. The provisions of this Section
on “Confidential Information” shall survive the termination of the Agreement. Likewise, the
Company will accept sole responsibility and liability for the written contents of this project in
which the Company exclusively provides.

5. PAYMENTS.

5.1 The Parties hereby agrees that the total payment for the services performed by Writer for the
Book shall be _____________________ [AMOUNT IN WORDS] U.S. dollars ($_________
[AMOUNT IN NUMERALS])

5.2 The total payment of _____________________ [AMOUNT IN WORDS] dollars
($_________ [AMOUNT IN NUMERALS]) shall be divided into weekly payments of
_____________________ [AMOUNT IN WORDS] dollars ($_________ [AMOUNT IN
NUMERALS]) for a duration of _________________ [AMOUNT IN WORDS] (___
[AMOUNT IN NUMERALS]) weeks.

5.3 If the Book- manuscript is provided before _________________ [AMOUNT IN WORDS]
(___ [AMOUNT IN NUMERALS]) weeks are over, then the full payment of monies outstanding
shall be made within one (1) month.

5.4 The Company may abort the project and/or cancel the contract with the Writer in its sole
discretion but it is agreed that in such an event Company shall be obligated to pay Writer for the
services performed to that date. The Company shall provide Writer with a written notice
expressing such an intention.

5.5 The Company has full authority to cease payments if work is not completed. In such an event
when work is not completed according to Annexure 1 and by the Completion date, Writer shall
be obligated to refund full amount of payment made and interest accrued till date to the
Company.




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6. EXPENSES.

6.1 Writer shall bear the full expenses of transcriptions, telephone calls, postage, travel, lodging,
typing/word processing services, and other expenses as related to the Book, and subject to the
Company’s approval. No expense will be incurred without the Company's prior knowledge and
consent.

7. STATEMENT OF WORK.

Writer agrees to perform the Statement of Work as set forth in Annexure 1 attached and made a
part of the Agreement, (the “Milestone Deliverables”), according to the Deliverables,
Timeframes, and Payment Provisions set forth therein. Writer herein is defined as the individual
performing the Statement of Work. The completion of the Book-manuscript shall follow the
schedule (“Milestone Deliverables”) as set forth in the Annexure 1 attached.

8. CREDITS.

8.1 Both the Parties agree that no credit for authorship of this Book shall always appear in the
name of the Writer on the cover and title pages of this Book and all future editions, reprinting,
revisions, versions, excerpts, electronic versions, and printed, video, audio, and electronic
publicity related to this Book.

8.2 The Company shall provide to Writer a written letter of endorsement that Writer is able use
to gain further work and contracts but shall not be allowed to publish without prior written
approval of the Company.

9. TERM AND TERMINATION.

9.1 The Agreement will commence on __________ ____, _____ and expire on __________
____, _____.

9.2 Either Party has the right to terminate the Agreement upon a prior written notice to the other
party of fourteen (14) days. It is agreed and understood that if the Company terminates the
Agreement for any reason, except as provided in Clause 9.3, the Company shall make full
payment till the date to which Writer has worked. Writer agrees that if Writer terminates the
Agreement, Writer shall refund all payments made to date to the Company.

9.3 The Company has the full authority and right to terminate the Agreement if the work product
and the manuscript display poor quality, less than 99% accuracy of spelling and grammar,
duplicate and non-original write ups and sub-par performance. In such an event, the Company
shall not be obligated to pay any amount outstanding till that date to Writer. The Company shall
have the right to terminate the Agreement without any notice period and shall have the right to
demand refund of the payment made to date from the Writer.

9.4 Upon termination and expiration of the Agreement and Writer’s services for Company,
Writer agrees to sign and deliver the "Copyright Assignment Form" attached hereto as Annexure
2.

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10. ROYALTIES.

10.1 The Company will retain all royalties and other income produced from the sale of this Book
in any form. Writer surrenders all claims to further income related to the Book, except as stated
in a separate written instrument signed by both the Company and Writer.

11. NON- COMPETE AND CONFLICT OF INTEREST.

11.1 During the term of the Agreement and after its ONE (1) year of termination or expiration
(the “Restricted period”), Writer warrants that Writer shall not undertake any work or enter into
any contract or agreement with any other party for work which are in direct competition, similar
to or have any conflicting interest to the Company and/ or contents of the Book-manuscripts,
ideas, and the Materials provided for the Book without prior written consent of the Company.

11.2 Writer shall indemnify and hold harmless, to the fullest extent allowed by law, the
Company from any and all damages, claims, and expenses arising out of or resulting from any
claim that the Agreement violates any such agreement. Breach of this warranty shall operate to
terminate the Agreement automatically, without notice as specified in Clause 9 and to terminate
all obligations of the Company to pay any amounts which remain unpaid under the Agreement.

12. DISPUTE RESOLUTION.

12.1 Any dispute arising regarding the interpretation or implementation of the Agreement,
including any claims for breach of the Agreement, shall be resolved by submitting the claim for
arbitration to the American Arbitration Association in accordance with its rules and procedures
applicable to commercial disputes. The location of any arbitration hearing shall be ________,
_________ [CITY & STATE MOST CONVENIENT TO COMPANY’S OFFICE], and any
enforcement of the arbitrator's decision shall be brought in the Superior Court of ________,
_________ [COUNTY & STATE MOST CONVENIENT TO COMPANY’S OFFICE]

13. ACKNOWLEDGEMENTS.

13.1 By Writer:

   i.    Writer represents that, except with respect to material furnished to Writer by Company,
         Writer is the sole author of the Work and all of Writer’s services are original and not
         copied in whole or in part from any other work; that Writer’s Work is not libelous,
         defamatory, or obscene, or knowingly violates the right of privacy or publicity, or any
         other rights of any person, firm, or entity. Writer guarantees that all the materials and
         final deliverables that Writer submits to Company are free of plagiarism, and that the
         facts contained in the Magazine are accurate.

  ii.    Writer will not authorize the publication of any material, which appears in this Magazine
         which is similar publications and/or for any competitor of the publication, without
         expressed written consent from Company.




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14. ATTORNEY'S FEES.

14.1 In any action brought by a party to enforce the terms of the Agreement, the prevailing party
shall be entitled to reasonable attorney's fees and costs. The prevailing party shall be entitled to
the reasonable value of any services provided to it by in-house counsel. The reasonable value of
services provided by in-house counsel shall be calculated by applying an hourly rate
commensurate with prevailing market rates charged by attorneys in private practice for such
services.

15. THE WAIVER.

15.1 Waiver by either the Company or Writer hereto of breach of any provision of the
Agreement by the other shall not operate or be construed as a continuing waiver.

16. INDEMFICATION.

16.1 Writer agrees to indemnify and hold harmless, to the fullest extent allowed by law, the
Company for any liability which is attributable to the negligent actions or failure to act of Writer.
The maximum amount of liability will be the sum of fees due to Writer for the previous
_________________ [AMOUNT IN WORDS] (___ [AMOUNT IN NUMERALS]) months at
the time that the claim for liability is made by the Company.

17. NOTICE.

17.1 Any notice or other communication under the Agreement shall be considered given when
delivered personally or delivered by first class mail or express courier service (such as DHL
Courier or Federal Express Courier) to the parties at their respective addresses set forth below (or
at such other address as a party may specify by notice made pursuant to the terms of this
Clause 17):

Notices as to Writer:

______________________________ [WRITER’S ADDRESS]

______________________________


Notices as to Company:

______________________________ [COMPANY’S ADDRESS]

______________________________


18. REPRESENTATIONS AND WARRANTIES.

18.1 Writer shall make no representations, warranties, or commitments binding the Company
without the Company’s prior consent.
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19. ENFORCEABILITY.

19.1 If any provision of the Agreement is held by a court of competent jurisdiction to be
unenforceable, the reminder of the Agreement shall remain in full force and effect and shall in no
way be impaired.

20. MISCELLANEOUS.

20.1 Entire Agreement and Amendments. The Agreement constitutes the entire integrated
agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all
other agreements or understandings, whether written or oral. No amendment or extension of the
Agreement shall be binding unless in writing and signed by both parties.

20.2 Binding Effect. The Agreement shall be binding upon and shall serve to the benefit of
Writer and the Company and to Company's successors and assigns.

20.3 Assignment or Subcontracting. Writer may not assign or transfer the Agreement or any
interest therein or subcontract any portion of the Statement of Work.

20.4 Governing Law, Severability. The Agreement shall be governed by the laws of the State
of _____________. The invalidity or unenforceability of any provision of the Agreement shall
not affect the validity or enforceability of any other provision.


IN WITNESS WHEREOF, Writer hereby acknowledges that Writer has read the Agreement,
understands it, agrees to it, and has been given a copy.

Writer

_____________________
By: ______________
       A.


         B.       The Company

_____________________
By: _______________




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                                               ANNEXURE 1

                                     STATEMENT OF WORK


                                     Milestone Deliverables.

Writer shall submit materials and the final manuscript the following “Milestone Deliverables,”
“Delivery Dates,” and “Amounts” in accordance to the schedule below.

Milestone Deliverable                                                     Delivery Date     Amount
1.
2.
3.
4.
Final Delivery Date & Amount                                                              US$




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                                     ANNEXURE 2

                            Copyright Assignment Form

This Copyright Assignment Form (“Assignment Form”) is made with Company and shall be
deemed as a part of the Ghostwriter Agreement dated _________ ___, ____ between you
(“Writer”) and ________________ (“Company”). The Assignment Form is for the articles, write
ups, creatives and completed Book- Manuscript for ____________ [TITLE OF BOOK]
submitted by you (“Writer”) for sale online and publication, and is referred to in the Agreement
as “the Work”
.
To enable Company to sell and publish the Work in online through the World Wide Web, the
ownership of copyright must be established. Please read and complete the form below and return
one copy to the address given below.

The Article cannot be published until this signed Agreement is received by Company.


      For good and valuable consideration, receipt of which I/We acknowledge, I/We hereby
       assign Company worldwide copyright of the Articles, Columns, and completed
       Manuscript named above (the Work) in all forms of media, whether now known or
       hereafter developed, to the Company.

      The Work also includes any renewals, extensions, revisions, and revivals together with
       all accrued rights of action throughout the world in any form and in any language
       (including all media, both now known or later developed) hereafter made by me which I
       also hereby assign.

      I/We understand that Company will act on my/our behalf to publish, reproduce, distribute
       and transmit the Work and will authorize other reputable third parties(such as document
       delivery services) to do the same, ensuring maximum dissemination of the Work.

      I/We also warrant that:

            the Work is original, has not been published before and is not being considered
             for publication elsewhere in its final form either in printed or electronic form.
          that this Article contains no violation of any existing copyright or other third party
             right or any material of an obscene, indecent, libelous, defamatory or otherwise
             unlawful nature and that to the best of my/our knowledge this Article does not
             infringe the rights of others;
          I/We have obtained the necessary permission from the copyright holder/s to
             reproduce in the article, in all media in all countries, any materials including
             tables, diagrams or photographs not owned by me/us. (Please attach any
             permission documents).
          that I/We will indemnify and keep indemnified, to the fullest extent allowed by
             law, the Company against all claims and expenses (including legal costs and
             expenses) arising from any breach of this warranty and the other warranties on my
             behalf in this Assignment Form;
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                 that in the case of a multi-authored Article I/We have obtained copyright
                  assignment from all co-authors, in writing, and authorization to enter into this
                  Assignment Form on their behalf and that all co-authors have read and agreed the
                  above warranties;

I/We acknowledge that Company will ensure fair and faithful representation of my/our Work in
all media and will take the necessary steps to protect the Work from unlawful copying.



Agreed:
[Signature]


[Print Name]


Date:
[Please write using letters]


_________________________[Name of Company]


Date:




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DOCUMENT INFO
Description: This is an agreement entered into between a freelance writer and a company. This agreement is typically called a "Ghostwriting Agreement" because the freelancer will write a book or manuscript from scratch but the company will attach its name and rights to it. Additionally, this agreement includes the compensation rate, the term of employment, termination, and the purpose of the work. This document should be used by publishing company's that want to hire a freelance writer to create a book or manuscript.