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Sample of RockWay Press'
Book Contract
(note: all authors receive the same contract)
SAMPLE AGREEMENT [NOT A VALID CONTRACT]
RockWay Press
AGREEMENT made this (DATE) by and between (LEGAL NAME) or proprietor (hereinafter referred to
as the "Author"), of (FULL ADDRESS), his or her
heirs, executors, administrators, successors, and assigns; and RockWay Press
(hereinafter referred to as the "Publisher"), with its principal mailing address
as #01 Back Road, Studio Z, Madrid, New Mexico 87010-9727 USA [local phone
505-473-9011, toll-free in the US only 1-866-473-9011, fax 505-473-2036, cell
505-850-5877], a company of the state of New Mexico USA, (hereinafter referred
to as the "Publisher"), with respect to the publication of a work described as
follows:
The Work
Tentative title:
hereinafter referred to as the
"Work") written by (NAME) .
Subject Matter:
together with all photographs,
illustrations, maps, charts, titles, indexes, and other non-textual materials
provided by the Author (and which hereinafter become part of the "Work"), which
the Author agrees will be in conformity with any manuscript, proposal, or other
material for the said Work submitted to the Publisher.
Now, therefore, in consideration of
the mutual promises hereinafter set forth, the Author and the Publisher agree as
follows:
The Grant of Rights and the
Territory
Grant & Territory
1. The Author hereby
grants and assigns to the Publisher and its licensees (e.g., distributors,
wholesalers, etc.), the right to print, publish, reproduce, distribute, license,
and sell the Work in whole or in part any edition or editions of the said Work,
including revisions, printed in the English language in the entire World,
including the exclusive right to sell or to license others to sell in any
edition or editions in the English language for export to any country, including
online sales of the Work printed in English over the Internet.
Author's Warranty and
Indemnification
Warranty
2. The Author guarantees,
represents, warrants, swears, and covenants to the Publisher as follows:
(a)
the Author is the sole
author of the Work;
(b)
the Author is the sole
owner and proprietor of the Work;
(c)
the Author has full
legal authority to make this Agreement with the Publisher,
(d)
the Work is original;
(e)
the Work does not
infringe upon any existing common law, copyright law, proprietary right, civil
right, or any other right whatsoever; to the best of the Author's knowledge;
(f)
the guarantees,
representations, and Warranties of the Author in this Agreement shall remain
true and in full force and effect on the date of each actual publication of the
Work, including multiple printings and revised editions, and at all intervening
times.
Indemnity
3. (a) The Author shall
indemnify, defend, and hold the Publisher, its subsidiaries and affiliates, its
and their respective agents, officers, directors, and employees harmless and
blameless from any losses, expenses, or damages arising out of or for the
purpose of resolving or avoiding any claims, demands, suits, actions,
proceedings, or prosecutions brought against the Publisher which, if sustained,
would constitute a breach of any of the above representations and warranties
(hereinafter collectively referred to as "Warranties") concerning the Work, and
any liabilities, losses, expenses (including attorneys' fee) or damages in
consequence thereof.
The Author guarantees and warrants
that all Warranties in this Agreement which are true for the Publisher are also
true for any person, persons, or entities which the Publisher uses to print,
publish, distribute, and sell said Work, without the necessity of a separate
contract between the Author and each person or entity involved in the process of
publishing and selling this Work.
Author's Obligations Arising from
Breach of Contract
(b) The Author agrees to
select his own counsel and to pay his own counsel fees arising out of the
prosecution, to defend himself and the Work against any claims, demands, suits,
actions, proceedings, or prosecutions brought against the Author and/or the
Publisher involving the Work.
The Author agrees hereby to cooperate
fully in the defense of any claim and agrees to select counsel at the Author's
expense in any lawsuits, claims, demands, suits, actions, proceedings, or
prosecutions based on the publication of this Work arising out of a breach of
the Author's Warranties in this agreement; therefore, the Author agrees that the
Author is morally, ethically, and financially responsible to defend both the
Author and the Work in any legal actions brought against the Work.
In any such lawsuits, claims,
demands, suits, actions, proceedings, or prosecutions based on the publication
of this Work, the Publisher shall retain counsel of its own choosing, buy may
nonetheless participate with the Author's counsel in defense of any legal claims
against the Publisher and the Work.
The Author shall be responsible and
liable for the Publisher's costs and damages only if a claim against the
Publisher results in a post-appeals final judgment or an agreed settlement
against the Publisher arising out of the Publisher's publishing of the Author's
Work.
The Author and Publisher agree that
no compromise or settlement of any claims, demands, suits, actions, proceedings,
or prosecutions shall be made or entered into without the prior written consent
of both the Author and the Publisher.
Manuscript
Delivery
4. (a) If the Author has
not already done so, the Author will deliver to the Publisher one (1)
IBM-compatible CD-R, CD-RW, (or diskette), formatted in the most current version
of Microsoft Word, along with one (1) hard-copy, the final manuscript of the
Work. (If said manuscript materials have already been delivered, the Author will
initial and date this paragraph here .)
Other Material
(b) The Author shall
supply, at the Author's own expense, such photographs, illustrations, maps,
charts, titles, indexes, and other materials in form and quality satisfactory
for use by the Publisher in order to publish the work; it is understood that
said materials must be in a condition suitable for printing. (If said manuscript
materials have already been delivered, the Author will initial and date this
paragraph here .)
Frontmatter
& Backmatter
(c) If the Author has not so provided and if, in the reasonable judgment of
the Publisher, the Publisher feels that an index, bibliography, table of
contents, foreword, introduction, preface or other materials (hereinafter
referred to as "Frontmatter and Backmatter") for the Work is necessary, the
Author shall provide such Frontmatter and Backmatter to the Publisher. (If said
manuscript materials have already been delivered, the Author will initial and
date this paragraph here .)
Permissions& Releases
(d) The Author, at the
Author's own expense, shall obtain from any person or entity from whom
permission or licenses may be required, written permissions, releases, or
licenses in form and content satisfactory to the Publisher and shall deliver
such permission, releases, or licenses to the Publisher before the Work is
prepared for printing. (If said manuscript materials have already been
delivered, the Author will initial and date this paragraph here.)
[see Addendum B: Permissions, for Author's Information]
Said permissions, releases, or
licenses will grant at least the same rights to the Author as the Author has
granted to the Publisher under this Agreement.
All signed and notarized permissions,
releases, and/or licenses must be submitted to the Publisher before the Work can
be sent to the printer. (If said manuscript materials have already been
delivered, the Author will initial and date this paragraph here
)
Style
(e) The Author authorizes
the Publisher to make the manuscript of the said Work conform to its standard
style in punctuation, spelling, capitalization, mechanics, and usage.
Right to Edit
(f) Though the Author
will be consulted on any and all revisions, the Publisher shall have the final
right to edit the Work for the original printing and for any reprinting,
provided the meaning of the text is not materially altered.
Additional Materials
(g) The Publisher retains
the final right to determine whether or not photographs,charts, maps, drawings
or the like (hereinafter collectively referred to as "Additional Material") are
necessary for the Work, and if necessary, how many and where the placement of
said Additional Material will fall in the Work.
Failure to Deliver
(h) If the Author fails to deliver the Work, the Publisher shall terminate this
agreement.
The author agrees that upon receipt
of notice of such termination, the Author shall not seek any other right or
remedy of the Publisher.
Upon such termination, all rights
granted to the Publisher in this agreement shall immediately revert to the
Author.
Inability to Deliver
(i) If the Author dies
prior to delivery of the final manuscript of the Work, or if the Author shall
become incapable of completing and delivering the final manuscript of the Work,
the Publisher shall have the right but not the obligation to publish, edit, or
revise the Work, giving proper credit to the Author for such portion of the Work
created by the Author.
Should the Work be incomplete when
and if the Author becomes unable to deliver the final manuscript of the Work,
the Author's representatives or estate may complete the Work themselves or pay
for services performed by a third party in regard to completing, editing, or
revising the Work.
The Publisher shall then have the
right but not the obligation to publish, edit, or revise the work, giving
appropriate credit to the original Author as well as to the author who completed
the work.
If the Author or the Author's
representatives or estate decide not to complete the Work, then this Agreement
shall be terminated.
If the Publisher chooses not to
exercise its right to publish, edit, or revise the Work, the Publisher may
terminate its obligations under this Agreement.
Upon such termination, all rights
granted to the Publisher in this agreement shall immediately revert to the
Author, his representatives, heirs, or estate.
Manuscript Correction, Revisions,
Proofs, & Galleys
Revisions
5. (a) If the Publisher
considers it necessary in the best interests of the Work, the Author agrees to
revise the Work on request of the Publisher. The provisions of this agreement
shall apply to each revision of the Work by the author as though that revision
were the work being published for the first time under this agreement.
Though the Author will be consulted
on any and all revisions, especially substantive ones, the Publisher shall have
the final right to edit and revise the Work for the original printing and for
any reprinting, provided that the meaning of the text is not materially altered.
Proofs
(b) The Publisher shall
furnish the Author with a design-production proof of the Work. The Author
agrees to read, correct, include any final revisions, and return the
design-production proof as soon as possible.
The Author acknowledges that any
substantive changes, revisions, deletions, or additions made to the
design-production proof will necessitate the manufacture of a new
design-production proof based on the Author's changes.
The Author acknowledges that said
changes and the manufacture of a new design-production proof may delay the
anticipated official publication date of the Work.
The Author agrees that substantive
changes in the Work may only be made in the design-production proof of the Work.
The Author shall not hold the
Publisher liable and shall not seek any recompense or remedies for any delay in
the anticipated official publication date of the Work brought about by
substantive changes made to the design-production proof by the Author.
(c) The Publisher shall furnish the
Author with a printer-ready proof of the Work. The Author agrees to read,
correct, and return the printer-ready proof as soon as possible.
The Author agrees that no substantive
revisions will or may be made to the printer-ready proof.
(d) The Publisher shall furnish the
Author with a printer's galley-proof of the Work. The Author agrees to
read, correct, and return the printer's galley-proof as soon as possible.
The Author agrees that no substantive
revisions will or may be made to the printer's galley-proof.
If the Author loses, misplaces,
damages, or for any other reason whatsoever is unable to return the printer's
galley-proof to the Publisher, the Author agrees to pay the cost of any
additional printer's galley-proof, including shipping and handling, necessary to
prepare the Work for final printing.
The Author also agrees to read and
correct any replacement printer's galley-proof as necessary, and to return said
printer's galley-proof to the Publisher as soon as possible.
Publication of the Work
Publication
6. (a) The Publisher
agrees to publish the Work at its own expense.
Publication date
(b) The Publisher agrees
to publish the Work within twelve (12) months of receiving the final corrected
galley-proof from the Author (sent insured with return receipt).
Upon receipt of final corrected
galley-proof, the Publisher shall notify the Author in writing, either by postal
or electronic mail, that the final corrected galley-proof has been received.
If the Work is not published within
twelve (12) calendar months after the Publisher has received and acknowledged
said receipt of the final corrected galley-proof from the Author, then this
Agreement shall be terminated immediately and all rights in the Work shall
revert to the Author.
Production
(c) The
Publisher shall have sole discretion to determine the style, type, manner, and
all other matters relating to the production and printing of all editions and/or
revisions of the Work, including the fixing and modification of list, wholesale,
and retail prices of all editions, and all matters relating to distribution and
sale of the Work.
As used herein,
the term "Publisher's list price" or "List Price" refers to the sale price
established by the Publisher before addition of a factor to cover the cost of
freight (or handling charges for mail order sales) and which appears on the
jacket or cover of the Work ("cover price") and may appear in connection with
promotion or advertising of the Work.
Title of Work
(d) Though the Publisher agrees to inform the Author of suggested title changes
to the Work, the Publisher shall have sole discretion for the final title of the
Work.
Cover of Work
(e) The Publisher shall have sole discretion for the final Cover of the Work.
Copyright
Copyright
7. The publisher will,
in all published versions of the Work, place a Copyright Notice in a form and
place that complies with the requirements of the United States Copyright law
under the Universal Copyright Convention, showing that the owner of the
copyright rights in and to the Work is the Author.
The Author shall provide the
Publisher with any authorization or other documentation necessary for the
Publisher to register the copyright in the Author's name.
Publisher shall register said
copyright, in the Author's name, at Publisher's expense with the United States
Copyright Office at the Library of Congress within three months of the official
publication date of the Work.
After registration of copyright, the
Publisher shall provide the Author with the United States Library of Congress
Copyright Registration Number for the published Work.
Royalties
Royalty Percentages
8. (a) For any edition of
any individual title published by the Publisher, the Publisher shall pay the
Author the following royalties, based on the List or Retail price of the Work
(hereinafter referred to as the "Cover Price"):
-
10% of the cover price on 1-5,000
copies of a particular title sold
-
12.5% of the cover price on
5,001-10,000 copies of a particular title sold
-
15% of the cover price on
10,001-25,000 copies of a particular title sold
-
17.5% of the cover price on
25,001-50,000 copies of a particular title sold
-
20% of the cover price on 50,001 +
copies of a particular title sold
The Royalty payment of 10% of the
Cover Price will hereinafter be referred to as the "Floor" of the Royalties,
while the payment of 20% of the cover price will hereinafter be referred to as
the "Ceiling".
Royalty "Floor"
The Floor Royalty will never go below 10% of the Work's Cover price.
Royalty "Ceiling"
The Ceiling Royalty will never go above 20% of the Work's Cover Price.
Accounting
(b) The Publisher will
keep a separate account for each title that the Author has with the Publisher,
and the Royalty percentages listed in Section 8, subsection (a) will apply to
each title individually.
Joint Accounting
(c) The Publisher will not
put more than one Work into an account for the purposes of Royalty payments and
percentages, a practice known as "joint accounting."
Author's Discount
(d) Author may but is not obligated to purchase copies of the Work at a
discounted cost of 30% of the cover price. To purchase copies of the Work at the
discount of 30%, the Author must place an order with the Publisher, who will
drop-ship the order to the Author after receiving appropriate funds for said
order from the Author.
(e) The Author agrees to pay any
shipping & handling charges which may be applied to drop-ship the 30% discounted
copies of the Work directly to the Author. The Author agrees to pay all charges
for 30% discounted books in full in advance to the Publisher, who will then
order the books immediately. Resale of Discounted Author Copies
(f) The Author may but is not
obligated to resell any copies of the Work purchased at the Author's discounted
price of 30% of the Cover Price.
(g) The Author may sell said
30%-discounted copies for any price up to and including the Work's Cover Price.
The Author may not sell the Work for more than the listed Cover Price.
(h) The Author is financially
responsible for obtaining any necessary reseller's licenses or
sales-tax-collection licenses applicable in his state of residence.
The Author is responsible for
reporting any income from these independent sales to the IRS as required by law.
Royalties on Author's
Discounted Copies
(i) The Author will NOT receive Royalties on any copies bought and sold at the
Author's discounted price of 30% of Cover Price.
The Publisher will provide the Author
with an annual statement reporting royalty income which the Author uses to
report said income to the IRS as required by law.
Secondary (Subsidiary) Rights
9. All subsidiary rights shall remain
with the Author, who may sell or license said subsidiary rights on his own
behalf or through an Agent of his choosing. All commissions paid to said Agent
for sale or licensing of subsidiary rights shall be paid by the Author. [For
Author's informational purposes only, Subsidiary Rights are listed and explained
in Addendum A: Subsidiary Rights]
Royalty Statements
Royalty Statements
10. (a) The Publisher
shall render to the Author or to the Author's duly authorized representative
(for example, a literary agent or attorney) annual statements of sales. Said
Royalty Statements will include the following information:
-
total number of copies of the Work
printed to date,
-
total number of copies of the Work
sold during the royalty statement period,
-
total number of copies of the Work
sold since publication,
-
total number of copies of the Work
returned during the royalty statement period,
-
total number of copies of the Work
returned since publication,
-
total amount of monies paid to Author
or Author's representative during the royalty statement period,
-
total amount of monies paid to Author
or Author's representative since the Work's publication
-
percentage rate of royalty earnings
for monies paid during the royalty statement period,
-
percentage rate of royalty earnings
for monies paid since the Work's publication,
Royalty Period
(b) The Royalty Statement
shall be issued to the Author or to the Author's representative by 31 January of
each calendar year and shall cover the period from 1 January through 31 December
of the previous calendar year.
Payments
(c) Any royalty monies due
to the author from the sales of the Work shall be paid to the Author or to the
Author's representative within ninety (90) of the Publisher's receipt of said
monies from the Publisher's Distributors and/or Wholesalers
Reserve Against Returns
(d) In making accountings,
the Publisher shall have the right to allow for a ten percent (10%) reserve
against returns. The Publisher shall have the right to deduct this amount from
royalties earned during the current Royalty Period.
Monies held as a Reserve against
Returns on any Royalty Statement will be paid to the Author on the subsequent
Royalty Statement.
At that time, the Publisher shall
have the right to allow for a newly calculated ten percent (10%) Reserve Against
Returns based on the current Royalty Statement's figures. The Publisher shall
have the right to deduct this amount from monies earned during that current
Royalty Period.
Examination Of Accounts
(e) Upon the
Author's written request, the Author may examine or cause to be examined through
qualified representatives the books of account of the Publisher insofar as they
relate to the sale or licensing of the Work.
The examination shall be at the cost
of the Author.
Any sum owed to the Author will be
paid within thirty (30) days of the written confirmation of the completion of
the audit.
Payment
(f) All sums of money due
under this Agreement shall be paid to the Author or, if applicable, to the
Author's agent:, and the receipt by it shall be a good and valid discharge of
all such indebtedness.
Author's Copies
Author's Copies
11. The Publisher shall
furnish to the Author, ten (10) free copies of any edition of the Work published
by the Publisher.
The Publisher shall provide the
Author's representative with two (2) free copies of any edition of the Work. If
the Author has no representative, then these two (2) copies shall go to the
Author.
Author Web-Site
Author's Web-site
12. (a) The Publisher
agrees to make, or to cause to be made, a one-page (minimum) web-site for the
purposes of promoting the Authors Work.
(b) The Author is responsible for all
financial expenses arising out of hosting said web-site, including but not
limited to, registration of domain name, maintaining domain name, activation or
any other fees charged by the web-site hosting company.
Site Domain Name
(c) If Author does not
have a current and active web-site, Author will register his domain name for his
site in his own name (www.firstnamelastname.com, or some reasonable variation
thereof (e.g., www.firstname.lastname.com, www.firstname-lastname.com,
www.firstname_lastname.com, etc).
If the Author's domain name is, for
some reason, unavailable, then the Author's choice of domain name is subject to
written approval by the Publisher.
If the Author currently maintains a
web-site, and said site is not listed under the Author's name
(www.firstnamelastname.com or a variation thereof), the Author will host another
site if the Publisher does not find the current site's domain name acceptable.
The Publisher agrees to work with the
Author on his domain name if the Author's own name is not available as a domain
name or if the Author already has a domain name that is not
firstnamelastname.com. If the Publisher has a reasonable and defensible
objection to an Author's current domain name, the Author agrees to change the
domain name or to host another site which satisfies the parameters of this
Agreement.
Domain Name Restrictions
Under no circumstances will the Author choose a domain name that is obscene,
pornographic, racist, sexist, inflammatory, derogatory, unprofessional, or
which, in any way, may cause adverse public reaction or which would negatively
affect the sales of the Work, the Publisher's reputation in the publishing
community, the sales of the works of the Publisher's other authors, or the sales
of the works of the founder of the Publishing House, Alexandria Szeman (formerly
known as Sherri Szeman (hereinafter referred to as the "Founder").
.com Site
(d) The Author will
maintain a .com web-site for professional and publicity
purposes.
The Author may also maintain a
.edu (educational) or a .org (non-profit)
site under his domain name in addition to the .com site required by this
Agreement.
Advertisements
(e) The Author's web-site shall not contain advertisements for any products
except books previously published by the Author by any other publisher, or other
books published by RockWay Press.
Sales
(f) The Author may sell copies of the Work under contract with the Publisher in
this Agreement from the Author's web-site.
HTML code
(g) If the Author already has a web-site, the Publisher will provide the Author
with the HTML code so that the Author may provide the information about his Work
on his site.
Author's Site Active Links
(h) The Author's web-site will contain active links to the Publisher's site
(www.rockwaypress.com), to the Founder's site (www.alexandriaszeman.com and/or
www.sherriszeman.com), and to the site of each and every author published by the
Publisher.
The Publisher will supply the HTML
code for these links to the Author or to the Author's web-site designer so that
these links may be added to the Author's site.
Publisher's Site Active Links
(i) The Publisher will maintain active links to the Author's site from the
Publisher's site, from the Founder's site, and from the site of each and every
author whose work is published by the Publisher.
Content Maintenance
(j) The Publisher will
keep the content on the Author's site current for one (1) year after the
official publication date of the Work.
After that date, the Author, the
Author's web-site representative, or any other Author-designated person,
company, or entity must maintain the Author's web-site content in order to keep
it current and to keep its links active.
The Author is financially responsible
for maintaining the web-site content after the one (1) year content-maintenance
provided by the Publisher in this Agreement has expired.
If the Author wishes the Publisher to
maintain the content on the Author's site after the one (1) year
content-maintenance period in this Agreement has expired, the Author will make a
separate agreement and financial arrangements with the Publisher.
Site Financial
Responsibility
(k) The Author will financially support the hosting of his web-site, keep
all links current and active, for the duration of this Agreement.
Book Group or Book Club Discussion
Questions
Discussion Questions
13. The Author agrees to
provide an appropriately extensive list of Discussion Questions for the Work for
the purpose of aiding Book Groups, Book Clubs, Classroom Instructors, etc. with
the means to analyze and more fully discuss the Work. It is understood that said
Discussion Questions will help increase sales of the Work, which will be to the
Author's and the Publisher's benefit.
The Author agrees to make the
Discussion Questions available to the Publisher for posting on the Author's and
the Publisher's web-sites within twelve (12) calendar months after the Work's
publication. (If the Author has already provided Publisher with said Discussion
Questions, initial and date this paragraph in the margin.)
If the Author is unwilling or unable
to provide the requisite Discussion Questions for Book Groups, etc., the
Publisher will assign a third party to write said Discussion Questions.
The Author agrees that the Publisher
may take the necessary payment for the Discussion Question-writer out of the
Author's Royalty Earnings.
Discontinuance of Publication
Out-of-Print
14. (a) The Publisher
shall not take the Work "out of print" during the lifetime of the copyright or
the lifetime of the Publishing House.
Remaindering
(b) The Publisher shall
not remainder [sell at a discounted price to a remainder house or at a
discounted price to any other person, company, or entity which then resells the
Work], dispose of, or destroy any printed copies of the Work during the
lifetime of the copyright or the lifetime of the Publishing House.
Bankruptcy
(c) In the event that the
Publisher goes bankrupt and discontinues trade, the Author shall have the right
but not the obligation to buy any remaining copies of the work for 30% of the
cover price.
No royalties will be paid
on these copies of the Work.
Force Majeure
Force Majeure
15. The termination of
this contract and the reversion of the rights to the Work shall not be deemed
applicable for purposes of this section nor shall the Publisher be liable
because of delays caused by war, invasion, insurrection, blockade, embargo,
riot, flood, earthquake, act of God, fire, strike, breakdown of market
distribution facilities, shortages of labor or material, government or
governmental agency, interference of civil or military authorities, or other
causes of like kind beyond the Publisher's control.
Author's Name & Likeness
Author's Name& Likeness
16. The Publisher shall
have the right to use the Author's actual or legal name, or any pseudonym which
the Author may use or has used or by which he may hereafter be known,
irrespective of the name under which the Author may enter into this Agreement.
The Publisher shall have the right to use the Author's name or pseudonym
together with the Author's likeness in a reasonable manner to advertise and
promote the sale of the Work.
Appearances of Author
Author Appearances
17. The Author agrees
provided that the same shall not interfere with his regular employment or
business matters in which he is then engaged, and provided that the Author is
not then in such poor health as to prevent cooperation, the Author shall give,
without charge, any and all newspaper and/or magazine interviews, and will make
such radio and/or television appearances, as well as bookstore, library, or
other book event appearances as the Publisher may be enabled to arrange in
connection with the promotion and sale of any edition of the Work. Any fee which
the Publisher shall be able to obtain for such interview and/or appearance shall
belong and be paid to the Author.
Termination & Reversion of Rights
Termination
18.
This
Agreement will be deemed to be terminated under the following conditions: Cessation of Sales
(a) if the Publisher
goes out of business and ceases trading, as evidenced by any of the following
-
lack of availability of the Work
through independent wholesale book providers to the bookstore market for any
period in excess of one-hundred and twenty (120) days after the official
publication date of the Work, -
Publisher's failure to reprint or
cause to be reprinted copies of the Work and make said copies available to book
wholesalers and retailers as inventories become depleted
or for a period in excess of one-hundred and twenty (120) days after stocks
become completely depleted
in which case
this Agreement shall be terminated immediately, and all rights granted in this
Agreement shall revert to the Author.
Bankruptcy
(b)
if the Publisher receives a judgment of bankruptcy and ceases trading, in
which case the Agreement shall be terminated immediately, and all rights granted
in this Agreement shall revert to the Author.
Breach of
Agreement Determined by Arbitration
(c) if either the Author or the Publisher is deemed by legal arbitration to
have breached any of the terms of this Agreement, in which case the Agreement
shall be immediately terminated, and all rights granted in this Agreement shall
revert to the Author.
Mutual
Consent
(d)
if, by mutual consent, the Author and Publisher agree in writing to said
termination, in which case the Agreement shall terminate immediately; said
consent shall not be unreasonably withheld by either party to this Agreement;
and all rights granted in this Agreement shall revert to the Author; and the
Publisher shall have the right to continue selling any copies of the Work which
have already been printed at full cover price.
Unprofessional or Inappropriate
Behavior by Author or by Author's Representative
(e) if, at any time,
for any reason whatsoever, the Author or any Author's representative, contacts,
in any manner, any persons, companies, organizations, or groups whom the
Publisher has subcontracted for purposes of publishing the Work, this Agreement
shall be immediately terminated, and all rights granted in this Agreement shall
revert to the Author.
No royalties will be paid to the
Author on copies of the Work sold by the Publisher after termination of this
Agreement because of conditions listed in Section 18, subsections (a) through
(e).
(f) In the event that this
Agreement is terminated because of the conditions listed in Section 18
subsection (a), the Author has the right but not the obligation to purchase any
outstanding copies of the Work at a 30% discount off the Cover Price.
The Author
may resell these copies at his own discretion and chosen list-price.
(g) In the event that this
Agreement is terminated because of the conditions listed in Section 18
subsection (b), the Author has the right but not the obligation to purchase any
outstanding copies of the Work at a 30% discount of the Cover Price.
The Author
may resell these copies at his own discretion and chosen list-price.
(h) In the event that this
Agreement is terminated because of the conditions listed in Section 18
subsection (c), and it has been determined that the Publisher breached this
Agreement, then the Author has the right but not the obligation to purchase any
outstanding copies of the Work at a 30% discount off the Cover Price.
The Author
may resell these copies at his own discretion and chosen list-price. The
Publisher may then sell any copies of the Work remaining in its possession.
(i) In the event that this Agreement
is terminated because of the conditions listed in Section 18 subsection (c), and
it has been determined that the Author has breached this Agreement, then the
Author has the right but not the obligation to purchase any outstanding copies
of the Work at the full Cover Price.
The Author may resell these copies at his
own discretion and chosen list-price. The Publisher shall then sell any copies
of the Work remaining in its possession.
(j) In the event that this
Agreement is terminated because of the conditions listed in Section 18
subsection (d), the Author has the right but not the obligation to purchase any
outstanding copies of the Work at the Cover Price.
The Author may resell these
copies at his own discretion and chosen list-price. The Publisher will then sell
any copies of the Work remaining in its possession.
(k) In the event that this
Agreement is terminated because of the conditions listed in Section 18
subsection (e), the Author has the right but not the obligation to purchase any
outstanding copies of the Work at the Cover Price.
The Author may resell these
copies at his own discretion and chosen list-price. The Publisher will then sell
any copies of the Work remaining in its possession.
No royalties will be paid to the
Author on copies of the Work sold by the Publisher after termination of this
Agreement brought about by conditions listed in Section 18, subsections (a)
through (e).
Author agrees to pay all shipping
and handling costs to have any remaining copies of the Work drop-shipped to his
home or place of business.
Author agrees to pay all costs for
copies of Work purchased under conditions listed in Section 18, subsections (a)
through (e) to the Publisher in advance of the Publisher's sending the books.
Any copies of the Work purchased
by the Author under conditions listed in Section 18, subsections (a) through (e)
may not be returned to the Publisher or to any of the Publisher's subcontractors.
Rights Reversion
In the event of a
termination of this Agreement based on any reasons provided in this Agreement in
Section 18 subsections (a) through (e), all rights herein granted to the
Publisher shall revert to the Author immediately and neither party shall have
any further obligation to the other.
No royalties
will be paid to the Author on copies of the Work sold by the Publisher after
termination of this Agreement because of conditions listed in Section 18,
subsections (a) through (e).
Assignment
Assignment
19. Neither party may
assign or otherwise transfer this Agreement or any of its rights and obligations
hereunder or any portion thereof without the prior written approval of the
other; provided, however, that the Publisher may assign or subcontract discrete
components of production heretofore listed in this Agreement at the Publisher's
sole discretion in order to print, publish, distribute, and otherwise make said
Work available for sale.
Rights Surviving Termination
Rights Surviving Termination
20. In the event of the
termination of this Agreement as elsewhere herein, provided any rights reverting
to the Author shall be subject to all licenses and other grants of rights
theretofore made by the Publisher to third parties, and to the rights of the
Publisher to proceeds of such licenses and grants.
Entire Agreement
Agreement
Entire
21.
This agreement contains the entire agreement between the Author and the
Publisher with respect to the subject matter contained herein and shall
supersede all prior understandings, agreements, or arrangements oral or written,
between the parties to this Agreement besides the Author and the Publisher.
Addendum A:
Secondary (Subsidiary) Rights
Since all subsidiary rights shall
remain with the Author, who may sell or license said subsidiary rights on his
own behalf or through an Agent of his choosing, this addendum is provided for
the Author's information only.
First Periodical Rights
Sales of the right, before
publication of the Publisher's edition of the Work, to publish, or to authorize
others to publish, excerpts of the work in part in magazines or newspapers.
Second Periodical Rights
Sales of the right, after
publication of the Publisher's edition of the Work, to publish, or to authorize
others to publish, excerpts of the work in part in magazines or newspapers.
Condensation Rights
Sales of the right, after
the publication of the Publisher's edition of the Work, to publish, or to
authorize others to publish, either as part of a book (as distinguished from a
periodical) or as a separate book publication, an abridgment or condensation of
the Work, not exceeding two-thirds (2/3) if the original Work in length, such
abridgement or condensation to be approved in writing by the Publisher.
Anthology Rights
Sales of the right, after
the publication of the Publisher's edition of the Work, to publish, or to
authorize others to publish, in whole or in part in other works, such
anthologizing to be approved in writing by the Publisher.
Book Club Rights
Sales or licenses of
rights to books clubs, including but not limited to Reader's Digest, Book of the
Month Club, Quality Paperback Bookclub, Literary Guild, etc.
Dramatic Rights
The right to transform the
Work into a stage-play, theatrical play, or dramatic audio recording.
[The difference between a "dramatic"
and a "non-dramatic" production of a Work is that in a "non-dramatic"
production, the person or person doing the Work must retain and read aloud the
dialogue tags, such as "he said" or "she said". This distinction becomes
important to the Author only if the Work is optioned for dramatic rights, such
as film, television, or stage rights, since the Author of the Work is then
restricted to "performing" only "non-dramatic" presentations of the Work, such
as at bookstores, signings, etc.]
Motion Picture Rights
Sale or option rights to
transform the Work into a motion picture screenplay, either for a major studio
or for an independent production.
Television Rights
Sale or option rights to
transform the Work into a teleplay, for one of the major television networks
[ABC, NBC, CBS, or FOX], or for one of the cable channels [such as Lifetime,
Lifetime Movie Network, Sci-Fi Channel, USA Network, etc.], or for one of the
Premium Cable Networks [HBO, Cinemax, Showtime, etc.]
Radio Rights
Sale or option rights to
transform the work into a dramatic radio play or recording which will be aired
on the radio.
Translation Rights
Sale of the Work to
publishers in foreign countries who plan to translate the Work into the native
language of that country. Since the Author is granting the Publisher of this
Agreement the World-rights to print, distribute, and sell the English language
version of the Work anywhere in the world, in bookstores or online over the
Internet, which are among the "Primary Rights" rather than among the "Subsidiary
[or Secondary] Rights," this clause deals only with the translation of the work
into a language other than English, to be distributed and sold anywhere in the
world in that translated version.
Electronic Rights
The right to use, adapt or
otherwise exploit the Work, or any portion thereof, in storage and retrieval
systems of all kinds, whether now known or hereafter invented, including but
not limited to mechanical, electronic or other technologies, and including but
not limited to micro-processors, computer databases, CD-ROM media, digital
media, interactive media, multimedia, sound recordings, programs for machine
teaching, ephemeral screen flashing or reproduction thereof, whether by screen
display, print-out, photo-reproduction, photocopy or otherwise, and whether
stored on hard drives, disks, diskettes, punch cards, remote or on-line
databases, microfilm, magnetic tape, computer or like processes attaining
similar results.
Licensed Special Media
The sale of the right to
use material from the Work in whole or in part for phonographic, tape, wire,
magnetic, light wave amplification, photographic, microfilm, microfiche,
multimedia, slides, filmstrips, transparencies, programming for any method of
information storage, reproduction or retrieval, and for any other forms or means
of non-dramatic copying or non-dramatic recording (now known or
hereafter devised), including reproduction of the Work for the physically
handicapped.
Merchandising Rights
The sale of the license to
others the exclusive right to manufacture, sell and otherwise distribute
products, by-products, services, facilities, merchandise and other commodities
of every nature or description, whether now in existence or hereafter devised,
including but not limited to photographs, illustrations, drawings, posters and
other artwork, toys, games, wearing apparel, foods, beverages, cosmetics,
toiletries and similar items, which may refer to or embody the Work, or any
derivative works based on the Work, including but not limited to characters,
plot, title, scenes, settings, attire, and physical characteristics.
Other Secondary Rights
(o) All rights not
specifically granted herein to the Publisher shall be reserved to the Author.
Such reserved rights shall include the right to grant to the purchaser thereof
the privilege of publishing excerpts and summaries of the Work not to exceed in
the aggregate seventy-five hundred (7500) words, for advertising, publicity and
other commercial use.
With respect to the reserved right of
publication in magazines or newspapers after book publication, the Author agrees
that if any such publication shall be in one (1) installment, not more than
two-thirds (2/3 ) of the Work shall be so utilized.
In the event of any such publication,
the Author shall promptly notify the publisher thereof and supply the Publisher
with two (2) copies of such publication.
If any copyright therein shall be
registered in the name of any person, firm or corporation other than the Author,
the Author shall promptly deliver to the Publisher an assignment of such
copyright.
The Author shall not exercise or
dispose of any reserved rights in the Work in such a way as to materially
adversely affect the value of the rights granted to the Publisher under this
Agreement.
[The Author will need an agent or
agents, each specializing in separate areas, to sell any of the Subsidiary
Rights. Larger Trade Publishers often have Foreign Rights Departments, or
Motion Picture Rights Departments, where their own agents try to sell these
rights to the Work for the Author. In return for this, the publisher takes a
percentage of the sales, sometimes as high as 50-75%. This Publisher does not
have any such agents or departments, so if the Author wishes to pursue the sale
of any Subsidiary Rights, the Author will have to retain an independent agent to
do so. The Publisher cannot make recommendations, suggestions, or give advice in
this area. The information in Addendum A: Subsidiary Rights is provided solely
for the edification of the Author.]
ADDENDUM B:
PERMISSIONS
Permissions
Copyright law protects authors and their works from being plagiarized, stolen,
or even used by another author without permission. Currently, copyright law for
written work is 75 years previous to the contemporary year or 75 years after the
latest copyright registration, whichever is later.
Public Domain
After that time, the
work is considered in the "public domain" and may be quoted at length, even
reprinted, without obtaining permission from the original author or publisher.
Fair Use
Before the work enters
the public domain, authors may use short quotes from another written work in a
practice called "fair use." Fair use, however, differs according to the medium.
Permissions must be received for song
lyrics, poetry lines, and prose quotations.
Song Lyrics
An Author must always
request permission to use song lyrics, and music companies and managers are
well-known for demanding huge permission fees, some ranging in the thousands of
dollars (although some companies will grant the author permission and charge
only copies of the book or a few hundred dollars).
Poetry
For poetry quotes taken from another author's work, any quote over 10 lines may
require permission from the original author and publisher to use the quote in
the Author's Work.
Prose Fiction
For prose quotes taken from another author's short works, any quote under 100
words is considered "fair use," and may be quoted without permission. Any quote
over 100 words requires that the Author acquire permission from the original
author and publisher to use the quote in the Author's Work; for quotes taken
from book length works, any quotes over 300 words require permission.
Fees
Sometimes, these permissions are granted without charge, but most often, the
Author must pay a fee to use these quotes.
Original Copyright Info
Additionally, the permissions and the original copyright information must appear
on the copyright page of the Work. The Author is responsible for obtaining the
preferred copyright page wording from the original author, publisher, author's
representative, or agent.
Non-Fiction
Any non-fiction work, such as
biography, autobiography, memoir, or works with photographs, require signed and
notarized releases from the person, persons, or entities mentioned in the Work
or appearing in photographs in the Work.
Artwork
Artwork does not enter the
"public domain" until 75 years after the author's death, no matter when in the
artist's career the work was created.
Art License
However, to use artwork,
an author (or publisher) must pay a licensing fee to a photographer who has
taken a high quality, high resolution photograph of the artwork, and had it
turned it into a slide or into digital imagery so that it can be printed in a
book (or on a book's cover). Art Resources, in New York, and La Scala, in Italy,
handle the licensing fees of most of the world's artwork.
For publishing purposes, the
licensing fees are determined by the size of the publisher, its publishing
territory, and the number of copies of the book expected to be printed. In any
event, using artwork is always expensive, sometimes prohibitively so. A
publisher would request permission and pay the fees for art usage.
Art Fees
If the artist is still living or if his work is not yet in the public domain,
then, in addition to the licensing fee, the author or publisher must pay a usage
fee, which is based solely on the discretion of the artist, his manager, or his
estate, and which can cost tens of thousands of dollars, depending on the
artist's fame and reputation.
Permission Rights
Additionally, the permissions must grant the Author the rights to use the
material in the same exact form and manner as the Author is granting the
Publisher, e.g., if the publishing agreement for the Work gives the Publisher
world-rights and translations-rights, then the permissions, releases, and
licenses must grant world-rights and translation-rights to the Author, who
grants them, in this Agreement, to the Publisher, who may, in turn, grant them
to his distributors, etc.
Permission
Denial
If a
work is not in the public domain, the author/artist, his agent/manager, or his
estate has the right to deny the use of his work in another author's book. No
reasons need be given for this denial, and there is no "appeal". Once an author
or artist denies permission for his work to be used, it cannot be used in any
way.
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