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Publishing is the business or profession of the commercial production and issuance of literature, information, musical scores or sometimes recordings, art, newspapers, and software. Some of the matters to be considered in drafting such a contract are the following: 1. Names and addresses of parties. 2. Status and capacity of parties. 3. Title and description of property. 4. Name and address of author, if not a party. 5. Character of agreement. A. Sale or assignment. B. License. C. Agency. 6. Extent of interest transferred. A. Entire interest. B. Undivided fractional interest. 7. Character of interest transferred. A. Exclusive rights. B. Nonexclusive shared rights. C. Rights to be exercised in designated geographic area. 8. Assignment of copyright. A. Right to renew copyright. B. Disposition of copyright on termination of agreement. 9. Delivery of property. A. Manuscript. B. Illustrations. C. Permission for inclusion of copyrighted material. 10. Publication of property. A. Date of publication. B. Number of copies. C. Proofreading. D. Editing and revising. E. Supplementation. 11. Subsidiary rights. 12. Consideration. A. Flat fee or royalties. B. Amount. C. Basis for computation of royalties. D. Time and manner of payment. E. Advances. 13. Advertising and promotion. 14. Party to bear expenses of publication. 15. Protection of copyright. A. Party responsible. B. Right to proceeds of recovery. 16. Records and accounting. A. Information to be furnished. B. Time and manner of reporting. C. Inspection of business records. 17. Warranty of originality. 18. Indemnification. A. Copyright infringement. B. Libel. 19. Term and termination of agreement. 20. Arbitration of disputes. 21. Date of execution. 22. Signatures.
General Form of Publishing Contract Agreement made on the (date), between (Name of Author) of (street address, city, state, zip code), referred to herein as Author, and (Name of Publisher), a corporation organized and existing under the laws of the state of ______________, with its principal office located at (street address, city, state, zip code), referred to herein as Publisher. For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Sale of Right to Publish Author grants, sells, and assigns to Publisher the exclusive right to publish in the English language in book form in the United States and Canada the material now entitled (title of book), (the Work), which title may be changed only by mutual consent. 2. Copyright Publisher agrees simultaneously with the publication of the Work to copyright it in the name of Author in the United States and Canada. Publisher shall imprint in each copy on the title page or its reverse side, the notice "Copyright (year of first publication) by (Name of Author).” 3. Warranty A. Author represents to Publisher the following: 1. Author is the sole proprietor of the Work; 2. The Work does not infringe any existing copyright; 3. The Work has not previously been published in book form; and 4. To the best of Author's knowledge, the Work contains no libelous or other unlawful matter. B. Author shall indemnify Publisher against any claim, demand, or recovery finally sustained in any proceedings brought against Publisher by reason of any violation of proprietary right or copyright, or any unlawful matter contained in the Work. Publisher shall notify Author of any such claim, demand, or action and give Author such reasonable time as the exigencies of the situation will permit, to meet such claim or to undertake its defense. 4. Delivery of Manuscript Author shall deliver to Publisher on or before (date) a complete copy of the Work. If Author fails to deliver the manuscript on or before the above-prescribed date, the time for Publisher to publish the Work may be correspondingly extended. 5. Galley and Page Proofs Publisher shall submit galley and page proofs of the Work which Author shall read, correct, and return within (number) days of receipt. The proofs shall conform to Author's final manuscript except as altered by mutual agreement and shall have been proofread by Publisher. Any additional expense incurred by reason of changes from or additions to Author's final manuscript requested by Author, in excess of _____% of the original cost of composition, shall be charged against the first installments of royalties due under this Agreement; provided that Publisher shall promptly furnish an itemized statement of such additional expenses and make available at its office the corrected proofs for inspection. 6. Publication Publisher agrees to publish the Work without changes, additions, or eliminations in or from the text at its own expense in such format as Publisher deems best suited to its sale, at a catalogue retail price of not less than $___________ per copy, in cloth style, on or before (date). Should Publisher fail to publish the Work by that date, all rights granted to Publisher under this Agreement shall terminate at the option of Author and revert to Author. Such option may be exercised by posting a notice to that effect addressed to Publisher, by registered mail, after the default. In the event of delay caused by strikes, fires, or other contingencies beyond Publisher's control, the publication may be postponed accordingly. 7. Advance and Royalties A. On the execution of this contract Publisher shall pay Author $_________ as an advance on account of royalties earned by any edition of the Work published by Publisher under its imprint. No part of such advance shall be repayable in any event. B. The royalties shall be based on the catalogue retail price of all copies sold, except as provided in Section 8. Publisher shall pay Author a royalty of ____% on the first (number) copies; ____% on the next (number) copies; and ____% on all copies of the Work over (number) copies actually sold, not including copies given to Author, travelers' samples, damaged copies, and copies given away (but not for resale) for the purpose of aiding the sale of the Work and for review. 8. Variance in Royalties A. All countries other than the United States and Canada shall be considered an open market for the distribution and sale of the regular edition of the Work in the English language only; Publisher may sell the Work in such market and shall pay the Author a royalty of ____% of its actual charges for sales so made by it, without deduction for discounts and bad debts. B. On all copies sold in the Dominion of Canada, Publisher shall pay Author royalties at the rate of ____% based on the American retail price. C. Publisher, with the written consent of Author, may license to recognized book clubs the right to publish an edition of the Work for distribution to its members, and shall pay to Author ____% of the net proceeds of the sale. D. Where the discount to wholesale or retail distributors or Booksellers in the United States is more than ____% on sales of (number) copies or more, Author shall receive a royalty of ____% less than the rate stated in this Agreement; and with each additional ____% discount, the royalties shall be further reduced by an additional ____%. In no case, however, shall the royalties be less than ____% of those stipulated in Section 7. E. On all copies sold as remainders at a discount of ____% or more from the retail price, but above the actual cost of manufacture, Author's royalties shall be based on the price actually received by Publisher; no remaindering, however, shall take place until (number) months after publication of the Work. F. Neither Author nor Publisher shall grant permission to publish extracts from the Work without the consent of the other to the contract terms of such permission. If consent is given and an extract shall consist of less than (number) words, Author and Publisher shall share equally the net amount received; if the selection shall be over (number) words Author shall receive ____% of the net amount. G. On copies sold direct to customers through the media of mail order, coupon advertising, or by mail circularization, the royalty shall be ____% of the amount of Publisher's charges, with no discount for bad debts. 9. Soft-Cover Edition No edition of the Work to retail at less than $__________ shall be issued without the consent of Author in writing. Should such an edition be issued by Publisher, Publisher shall pay Author a royalty of ____% of the retail price. Should the right to issue such an edition be granted to a second Publisher, Publisher shall endeavor to arrange terms with the second Publisher that will permit a royalty payment to Author of ____% of the retail price, and the royalty payment to Author shall in no case be less than ____% of the retail price. 10. Accounting and Payments A. Publisher shall, within (number) months after publication, pay to Author all royalties that shall have accrued on sales made before publication (less advances) and shall accompany the payment with a statement as provided in this Section. B. Publisher agrees to render (e.g., semiannual) statements on the first day of (name of month) and of (name of month) in each year, showing an account of sales up to the first day of the second month preceding the accounting dates. Payments then due Author shall be simultaneously made on those dates. The statements shall show in detail the number of copies printed, the number bound, the number spoiled, the number given away, the number sold in each category, and the number on hand. C. If Publisher shall default in the delivery of statements or in making cash settlements as required in Paragraph B of this Section and shall neglect or refuse to deliver the statements or to make the settlements within (number) days after notice and demand posted by registered mail to Publisher, this Agreement may be terminated at the option of Author on the expiration of (number) days. D. In the event of any sales or licenses that Publisher may be entitled to make to another party under the terms of this Agreement, Publisher shall pay to Author his share of the monies resulting from such sales or licenses within (number) days after receipt by Publisher. Author at his option may demand that such third party, or parties, make payment directly to him of Author's
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