Publishing agreement—General editor, consultant. Publishing Agreement Agreement made on _________[date] by and between _________("Publisher"), having its principal place of business at _________, and _________("General Editor/Consultant"), a member in good standing of the _________ Bar. In consideration of the mutual covenants contained below, the parties agree as follows: 1. Agreements by General Editor/Consultant: 1.1. General Editor/Consultant shall act as adviser and as general editor for a work of _________ volumes on _________("Work"). 1.2. General Editor/Consultant grants and assign to the Publisher the exclusive right, title and interest in the materials furnished by the General Editor/Consultant for the Work, including all rights to copyright the materials as part of the Work, in all media of expression now known or as developed in the future. 1.3. Publisher will be the sole judge of when the writing, publication, and sale of the supplement, revised part or chapter or volume of the Work is advisable, and will solely decide the format, style, number of pages, print quality, and price of each supplement, revised part or chapter or volume of the Work. General Editor/Consultant is granted the first option to participate in the supplements or part or chapter or volume revision of the Work under Publisher's terms and conditions. The fee of the General Editor/Consultant for each supplement, revised part or chapter or volume of the Work shall be the subject of a separate agreement. 1.4. General Editor/Consultant's specific responsibilities shall include: a. Preparing a detailed outline for the Work. b. Providing appropriate checklists, forms and practice pointers for the Work. c. Reading and offering appropriate advice and comment to improve substantive discussion, accuracy, completeness, timeliness and practical usefulness of the chapters in the Work. d. Answering in-house editors' questions which may come up while the editors are writing the manuscript. e. Going through the _________(cite other Work) materials and recommending to Publisher materials that can be used for the Work. 1.5. Publisher retains the right to reject contributions of the General Editor/Consultant that, in Publisher's sole judgment, do not meet generally recognized editorial standards of quality of the law book industry or of Publisher. Should Publisher not publish the contributions or materials of the General Editor/Consultant, Publisher shall return to General Editor/Consultant all materials or contributions by him or her, and this Agreement shall be considered terminated. General Editor/Consultant agrees to complete his or her contributions to the Work according to the following schedule: Detailed Outline: on or before _________[date]. Forms, Checklists, etc.: 1/3 on or before _________[date]; 1/3 on or before _________[date]; and the remaining 1/3 as work progresses but no later than _________[date].
General Editor/Consultant agrees to complete his or her review of each batch of manuscript that he or she will receive from Publisher within five days after receipt of the manuscript. 1.6. Publisher will publish the Work at its own expense under the title, in the format, style and manner, in the quantity, and at the price it deems best suited to sale of the Work. 1.7. General Editor/Consultant will not contribute to the Work any copyrighted material for which the General Editor/Consultant, at his or her expense, has not received written permission or license authorizing the use. Moreover, General Editor/Consultant will obtain and, if requested by Publisher, deliver to Publisher an Agreement in writing with each person or entity employed or retained by General Editor/Consultant in connection with the preparation of his or her materials or contributions, that the Publisher shall be the owner of the copyright and physical property therein. 1.8. General Editor/Consultant warrants and represents to the Publisher that the General Editor/Consultant is the sole Author and proprietor of his or her materials and contributions or has obtained permission to use them and has the exclusive right, power, and authority to make the grant of rights set forth here; that the materials and contributions contain no matter that is libelous, an invasion of property, or otherwise unlawful; and that the materials and contributions will not infringe on any copyright, common-law right, or proprietary right of any third party. Moreover, the warranties and representations under this Agreement will survive the termination of this Agreement and extend to any successors, licensees, distributors, printers, or assigns of the Publisher. 1.9. Publisher shall have the right to control any lawsuit involving third parties and select attorneys in any such matter. In the event that a claim is asserted against Publisher that if sustained would result in a breach of warranties and representations by General Editor/Consultant, Publisher shall have the further right to withhold and apply any royalties or other sums due General Editor/Consultant under this or any other agreement with General Editor/Consultant as security for General Editor/Consultant's obligations under this Agreement. 1.10. General Editor/Consultant will not, during the period this Agreement is in effect and for a five year period thereafter, edit, prepare, or publish, under General Editor/Consultant's own name or otherwise, or allow to be prepared or published, under General Editor/Consultant's own name, any Work that may interfere with or injure the sale of the Work. 2. Agreements by Publisher: 2.1. Publisher will publish the Work and any subsequent supplement or revision within a reasonable time after receipt of General Editor/Consultant's comments and contributions, such comments and contributions becoming the sole property of the Publisher at the time they are submitted. 2.2. Publisher will pay to General Editor/Consultant a fee of $m1; in accordance with the following schedule: $_____ on acceptance of a completed outline and sample chapter. $_____ on receipt of all the forms including materials from _________[other Work]. $_____ on completion of the review of the last batch of the manuscript for the Work. In addition to the fee of $_____, Publisher will pay General Editor/Consultant a royalty in the amount of _____% of the net sales price received on the Sales of the Work. For purposes here, "net sales price" means cash receipts realized on sales of the Work, less returns, allowances, copies of the Work distributed on a complimentary basis, applicable discounts, and nonpayment. If General
Editor/Consultant does not participate in the part or chapter or volume revision of the Work, then no royalty shall be paid to General Editor/Consultant on separate sales of the part or chapter or volume of the Work so revised, and General Editor/Consultant's royalty on subsequent sales of the entire Work shall be reduced in proportion to the part or chapter or volume so revised without General Editor/Consultant's participation. However, no part or chapter or volume of the Work shall be considered "revised" until one-third (1/3) or more of the pages of the part or chapter or volume have been changed and/or one-third (1/3) or more of the original number of pages in that part or chapter or volume have been deleted or added. 2.3. Publisher will also pay to General Editor/Consultant a total royalty of _____% on revenue received by the Publisher from any electronic distribution of the Work, and from any other media of expression, provided that such Work is distributed in its complete form as a discrete entity and that income received by the Publisher from such distribution is attributed specifically from such Work; but no compensation shall otherwise be paid for the incorporation of the Work in the Publisher's computerized data base to be used for research or other purposes as the Publisher sees fit. Reasonable references to or extracts from the published material may be incorporated in other works published by the Publisher. 2.4. Publisher will compute royalties owing to the General Editor/Consultant semiannually as of February 15, and August 15, for the preceding six month period, respectively, and furnish the General Editor/Consultant with an accounting of sales and royalties accrued, together with remittances covering any unpaid accrued royalties, within a reasonable time following such dates. 2.5. Publisher will provide the General Editor/Consultant with two complimentary copies of the Work. 2.6. Publisher will place the General Editor/Consultant's name on the spine or the front pages of the Work and the General Editor/Consultant's name will be identified in the promotional or advertising materials prepared by Publisher relative to the Work. 3. Miscellaneous Agreements: 3.1. Publisher shall copyright the Work in the United States of America (and elsewhere throughout the World as Publisher shall deem desirable) in the name of, and shall be the property of, the Publisher. The General Editor/Consultant agrees that all present and future copyright interests in the materials, prepared by the General Editor/Consultant, shall be granted and assigned to the Publisher. If and to the extent that the Work is within the definition of a work made for hire under the Copyright Act of 1976 and any amendments to that Act, the parties agree that the Work is a "work made for hire." 3.2. Time being of the essence, if the General Editor/Consultant fails to deliver his or her materials and contributions for the Work on or before the dates set forth in paragraph 1.5, Publisher shall have the right upon written notice to the General Editor/Consultant to cancel this Agreement. In such case the Agreement shall come to an end, with the parties having no further rights, duties, or obligations to each other. 3.3. In no event shall Publisher be obligated to publish the General Editor/Consultant's materials and contributions if, in its sole opinion, the materials and contributions are unsatisfactory in form or content. For purposes of this Agreement, the materials and contributions will not be deemed unsatisfactory in form or content unless and until the General Editor/Consultant has been given notice of any defects in form or content and has failed to cure the same within 30 days from the date such notice was given. If the materials and contributions as resubmitted are deemed unsatisfactory, this Agreement may be terminated at the option of the Publisher.
3.4. No waiver by either party of any breach or default of any provision in this Agreement shall constitute a waiver of any subsequent breach. 3.5. Upon the General Editor/Consultant's death, disbarment (whether temporary or permanent), or incapacitation, this Agreement shall come to an end, with the parties having no further rights, duties, or obligations to each other, provided that the provisions of 1.2, 1.7, and 3.1 shall survive any termination of this Agreement. 3.6. This Agreement may also be terminated by the Publisher for the failure of reasonable performance on the part of the General Editor/Consultant, provided that 30 day written notice with opportunity to cure is given to the General Editor/Consultant. 3.7. This Agreement constitutes the whole and complete understanding of the parties and supersedes the Agreement of _________[date] between the parties with respect to the work. Moreover, this Agreement may not be changed, modified, terminated, or discharged, in whole or in part, orally, but only by a writing signed by both parties. 3.8. This Agreement is governed by and construed under the law of the State of _________. 3.9. Neither this Agreement nor any part shall be assigned by the General Editor/Consultant without the express, written consent of the Publisher. However this Agreement and all of Publisher's rights and obligations under this Agreement are assignable by the Publisher. 3.10. All notices required by this Agreement shall be sent by first class mail, postage prepaid, to the General Editor/Consultant or to the Publisher at their respective addresses, which addresses may be changed by either of them by written notice to the other. 3.11. General Editor/Consultant shall be considered an independent contractor and shall not be entitled to any employee benefits otherwise available to employees of the Publisher. 3.12. Format, style, typeface, price, distribution, advertising, number of copies printed, design, weight and quality of paper, kind and quality of binding, etc., shall be decided by the Publisher. In WITNESS, Publisher has caused this Agreement to be executed by its duly authorized representative, and the General Editor/Consultant has caused this Agreement to be executed this day and year first above written. General Editor/Consultant: _________ Printed Name: _________ Address: _________ Social Security Number or Federal Tax I.D. Number, if applicable: _________ PUBLISHER: _________ BY: _________