MODEL CONTRACT: HARDCOVER

1989

This contract was written under the direction of the SFWA® Contracts Committee. The model or sample contracts have been written as a guide to writers in understanding common publishing contracts and to help them negotiate better contracts. They are not intended to be used as boilerplate contracts by publishers, writers, or agents, nor should such use be cited as being SFWA approved. These contracts have been written by writers for writers, and are for educational purposes only. As with any legal document, you should consult a lawyer for exact interpretations of law. Advice herein is not intended as legal advice or the practice of law. Some model or sample contracts are badly in need of revision or updating. As part of its ongoing efforts to educate writers about publishing contracts, the Contracts Committee periodically writes new sample contracts or updates old sample contracts. Address comments or suggestions to the Chair, SFWA Contracts Committee.

AGREEMENT

made this ____day of _____, 19

between          , whose residence address is (hereinafter called 
the Author); and

whose principal place of business is at (hereinafter called the 
Publisher);

WITNESSETH:

In consideration of the mutual covenants herein contained, the 
parties agree as follows:

1. GRANT

The author hereby grants and assigns to the Publisher the 
exclusive rights to publish in the English language in book form 
in the United States of America, its territories and possessions, 
in the Philippine Islands, and in Canada, a Work now entitled 
(hereinafter called the Work), which title may be changed only by 
mutual consent in writing. All other territory (except the 
British Commonwealth, not including Canada but including the 
Republics of South Africa and Eire, the British Trusteeships and 
Rhodesia) shall be an open market for the sale of English 
language copies of the Work published hereunder in the United 
States.  

2. REPRESENTATIONS AND WARRANTIES

The Author represents that he is the sole proprietor of the Work 
and that the Work to the best of his knowledge does not contain 
any libelous matter and does not violate the civil rights of any 
person or persons, does not infringe any existing copyright and 
has not heretofore been published in book form. The Author shall 
hold harmless and indemnify the publisher from any recovery 
finally sustained by reason of any violations of copyright or 
other property of personal right; provided, however, that the 
Publisher shall with all reasonable promptness notify the Author 
of any claim or suit which may involve the warranties of the 
Author hereunder; and the Author agrees fully to cooperate in the 
defense thereof. The warranties contained in this article do not 
extend to drawings, illustrations, or other material not 
furnished by the Author.

3. DELIVERY

The Author agrees to deliver to the publisher not later than 
_________, 19__, a complete typewritten script of the Work. If 
the script shall not have been delivered within three (3) months 
after said date the Publisher may, at its option, terminate this 
agreement by notice in writing posted or delivered to the Author 
and may recover from the Author all monies which it may have 
advanced to the Author upon the Work.

4. PUBLICATION

The Publisher agrees to publish the Work in book form at its own 
expense at a catalogue retail price of not less than            
($_________) per copy not later than twelve months after the 
delivery of the completed Work. In the event of delay from causes 
beyond the control of the Publisher, the publication date may be 
postponed accordingly, but not to exceed eighteen months from the 
delivery of the completed work. In case of first serialization, 
book publication shall be delayed until serial publication is 
completed.

5. COPYRIGHT

The Publisher, upon first publication of the Work, agrees duly to 
copyright it in the United States of America and Canada in the 
name of the Author, and to take all necessary steps to protect 
the copyright in the United States and Canada and under the 
Universal Copyright Convention.  The Author shall, upon the 
termination of the first term, make timely application for 
renewal of copyright under then existing United States copyright 
law and, provided this agreement shall then be in force and 
effect, the Author agrees to assign to the Publisher, for the 
renewal term of the copyright, the rights herein granted to the 
Publisher.

6. EDITING AND PROOFREADING

The Publisher shall make no changes in, additions to, or 
eliminations from the manuscript without the consent of the 
Author, and in order to obtain such consent, shall submit the 
copy-edited manuscript to the Author for his approval. The 
Publisher shall furnish the Author with galley proof, and, on 
request, page proof of the Work. The Author agrees to return such 
proof to the Publisher with his corrections within thirty (30) 
days of the receipt thereof by him. The cost of alterations in 
the galley proof or page proof required by the Author, other than 
corrections of printer's errors, in excess of fifteen percent 
(15%) of the original cost of composition, shall be charged 
against the earnings of the Author under this agreement or shall, 
at the option of the Publisher, be paid by the Author in cash; 
provided, however, that the Publisher shall upon request promptly 
furnish to the Author an itemized statement of such additional 
expenses, and shall make available at the Publisher's office the 
corrected proof for inspection by the Author or his 
representatives.

7. ROYALTIES AND LICENSES

The Publisher shall pay to the Author or his duly authorized 
representatives, the following advances and royalties; 

(a) An advance of $________ against the Author's earnings under 
this agreement payable [on signature, in the case of a completed 
manuscript, or half on signature and half on acceptance, but not 
on publication]

(b) A royalty upon the regular edition sold in the United States 
and Canada of ten percent (10%) of the retail price thereof on 
the first 5,000 copies sold; twelve and one-half percent 
(12-1/2%) on the next 2,500 copies sold; and fifteen percent 
(15%) on all copies sold in excess of 7,500 less returns.

(c) A royalty of fifteen percent (15%) of the amount of the 
Publisher's charges for bound copies of the original edition of 
the Work and eighteen percent (18%) for unbound sheets, sold for 
export, and to reading circles, to recognized book clubs, and to 
organizations outside the regular bookselling channels, provided 
that such sales are made at a discount of sixty percent (60%) or 
more from the retail price.  

(d) Fifty percent (50%) of the proceeds of any license granted to 
another Publisher to bring out a reprint edition of the Work.

(e) Fifty percent (50%) of the gross amount paid by a book club, 
whether as plate rental or royalty or otherwise, for the right to 
publish the Work for distribution to its members.  Fifteen 
percent (15%) of the amount of the Publisher's charges for copies 
of overstock which the Publisher deems expedient to sell at a 
discount of seventy percent (70%) or more; provided that if such 
sale is made at or below cost of manufacture, no royalty shall be 
paid. If the Publisher determines to remainder its entire stock, 
it shall give the Author reasonable notice in advance thereof. No 
sale of overstock may take place before the expiration of two (2) 
years from the first publication of the Work in book form.  

(g) Three-quarters (3/4) of the stipulated royalty on all copies 
sold from a reprinting of 2,000 copies or less made after two (2) 
years from the date of the first publication hereunder and 
provided that the regular sales in the six-month period preceding 
such reprinting did not exceed 250 copies.  No royalties shall be 
payable of free copies furnished to the Author or on copies for 
review, sample, or other similar purposes, or on copies 
destroyed.

No cheap edition may be published earlier than six (6) months 
from the date of the original publication.

The Author or his duly authorized representatives shall have the 
right upon written request to examine the books of account of the 
Publisher insofar as they relate to the Work and any other of the 
Author's works under contract to the Publisher. Such examination 
shall be at the cost of the Author unless errors of accounting 
amounting to five percent (5%) or more of the total sum paid to 
the Author shall be found to his disadvantage, in which case the 
cost shall be borne by the Publisher.

8. OVERPAYMENT

In all instances in which the Author shall have received an 
overpayment of monies under the terms hereof, the Publisher may 
deduct such overpayment from any further sums payable to the 
Author in respect to the Work; provided, however, that the term 
'overpayment' shall not in any event apply to unearned advances.

9. NOTIFICATION AND PAYMENT

The Publisher agrees promptly to advise the Author of the terms 
of any contracts entered into for any grant or license permitted 
under this agreement whenever the Author's share of the proceeds 
or royalty is one hundred dollars ($100.00) or more. Such 
contracts shall be made available by the Publisher to the Author 
or his representative at the office of the Publisher, and a copy 
thereof will be furnished the Author upon his written request. 
The Author's share of such proceeds or royalty shall be promptly 
paid to him upon receipt by the Publisher, and shall in no case 
be applied against any unearned advance on the Publisher's 
edition of the Work.

10. AUTHOR'S COPIES

The Publisher agrees to present to the Author ten (10) free 
copies of the regular edition of the Work and ten (10) free 
copies of any cheap edition published, and the Author shall be 
permitted to purchase further copies for his personal use at a 
discount of forty percent (40%) of the retail price.

11. STATEMENTS AND PAYMENTS

The Publisher agrees to render semi-annual statements on July 31 
and January 31 in each year following the publication hereof, 
showing an account of sales and all other payments due hereunder 
to June 31 and December 31 preceding said respective accounting 
dates. Payment then due shall accompany such statements.

12. REVERSION AND TERMINATION

(a) In the event that the Publisher's edition of the Work shall 
at any time be out of print, the Author or his representative may 
give notice thereof to the Publisher, and in such event the 
Publisher shall declare within thirty (30) days in writing 
whether or not he intends to bring out a new edition of the Work; 
if he shall declare his intention to bring out such new edition 
then such edition shall be published not later than six (6) 
months from the date of said declaration; however, if he declares 
his intention not to bring out a new printing of the Work, then 
this agreement shall automatically terminate and all rights 
hereunder shall revert to the Author.  At any time after two
years from the date of first publication, but not before, the 
Publisher may on three months' notice in writing to the Author or 
his representative discontinue publication, and in that event 
this agreement shall terminate and all rights hereunder shall 
revert to the Author at the expiration of said three (3) month 
period.

(b) If the Publisher shall, during the existence of this 
agreement, default in the delivery of semi,annual statements or 
in the making of payments as herein provided and shall neglect or 
refuse to deliver such statements or make such payments, or any 
of them, within thirty (30) days after written notice of such 
default, this agreement shall terminate at the expiration of such 
thirty (30) days without prejudice to the Author's claim for any 
monies which may have accrued under this agreement or to any 
other rights and remedies to which the Author may be entitled.  

(c) If the Publisher shall fail to publish the Work within the 
period in Paragraph 4 provided, or otherwise fail to comply with 
or fulfill the terms and conditions hereof, or in the event of 
bankruptcy, etc., as in Paragraph 13 hereof provided, this 
agreement shall terminate and the rights herein granted to the 
Publisher shall revert to the Author. In such event all payments 
theretofore made to the Author shall belong to the Author without 
prejudice to any other remedies which the Author may have.  

(d) Upon the termination of this agreement for any cause under 
this Article or Article 13 hereof, all rights granted to the 
Publisher shall revert to the Author for his use at any time and 
the Publisher shall return to the Author all property originally 
furnished by the Author; the Author shall have the right in such 
instance to purchase the plates from the Publisher at their metal 
value, and any or all of the remaining sheets or copies at a 
price not to exceed fifty percent (50%) of the manufacturing 
cost, exclusive of overhead. If the Author shall not have 
acquired such plates, sheets or copies within ___ days of the 
effective date of such termination, the Publisher shall have the 
right to sell such remaining copies at cost or less, without 
payment to the Author of royalties on such sales. If the 
Publisher shall desire to melt such plates, he shall give the 
Author days notice in writing thereof and an opportunity to 
acquire such plates as above provided. No such sale by the 
Publisher shall transfer the right of publication and sale of the 
Work to any purchaser of the remaining copies or sheets. The 
Publisher's privilege to sell the remaining copies shall expire 
six (6) months after the effective termination date and thereupon 
all remaining copies shall be destroyed. In the event that the 
parties shall have agreed to the taking of the copyright in the 
name of the Publisher, then the Publisher shall, upon such 
termination, furnish the Author an assignment of such copyright 
to him in due for recording.

(e) The Work shall be considered in print so long as the total 
print Run minus total sales of all kinds, total destroyed copies, 
and total promotional copies distributed shall exceed 250 copies 
of the Work.

13. BANKRUPTCY AND INSOLVENCY

If a petition in bankruptcy shall be filed by or against the 
Publisher, or if it shall be adjudged insolvent by any court, or 
if a Trustee or a Receiver of any property of the Publisher shall 
be appointed in any suit or proceeding by or against the 
Publisher, or if the Publisher shall make an assignment for the 
benefit of creditors or shall take the benefit of any bankruptcy 
or insolvency Act, or if the Publisher shall liquidate its 
business for any cause whatsoever, this agreement shall terminate 
automatically without notice, and such termination shall be 
effective as of date of the filing of such petition, 
adjudication, appointment, assignment or declaration or 
commencement of reorganization or liquidation proceedings, and 
all rights granted hereunder shall thereupon revert to the 
Author. As a condition of the making of this agreement the Author 
hereby acquires the right, upon such termination, to purchase at 
his option the plates, remaining copies and sheets as provided in 
Article 13 hereof. In the event that the Author's option to 
purchase such properties is not exercised within thirty (30) days 
after the Author has had notice of the happening of the event 
herein referred to, the Publisher, Trustee, Receiver, Assignee or 
other such official may melt the plates and sell the copies or 
sheets remaining on hand subject only to payment to the Author of 
the royalties herein provided. In the event the Author desires to 
purchase the books and sheets aforesaid, and the Trustee, 
Receiver or other said named official deems the price fixed at 
fifty percent (50%) of the manufacturing cost or the metal value 
to be below the fair market value thereof, then such value shall 
be determined by arbitration conducted pursuant to commercial 
arbitration Rules of the American Association then applicable.

14. RESERVED RIGHTS

All rights in the Work now existing, or which may hereafter come 
into existence, not specifically herein granted are reserved to 
the Author for his use at any time. Reserved publication rights 
include, but are not limited to, the right to publish or cause to 
be published in any form, excerpts, summaries and novelizations 
or dramatizations and motion pictures of the Work, thereof, not 
to exceed seventy-five hundred (7,500) words in length, to be 
used for advertising and exploitation of motion pictures and 
televised motion pictures or dramatizations based upon the Work.

15. ASSIGNMENT

No assignment of this contract, voluntary or by operation of law, 
shall be binding upon either of the parties without the written 
consent of the other; provided, however, that the Author may 
assign or transfer any monies due or to become due under this 
agreement.

16. ARBITRATION

Any controversy or claim arising out of this agreement or the 
beach thereof shall be settled by arbitration in accordance with 
the rules then obtaining of the American Arbitration Association, 
and judgement upon the award may be entered in the highest court 
of the forum State or Federal, having jurisdiction. Such 
arbitration shall be held in the City of New York unless 
otherwise agreed by the parties. The Author may, at his option, 
in the case of failure to pay royalties, refuse to arbitrate, and 
pursue his legal remedies.

17. NOTICES

Any written notice required under any of the provisions of this 
agreement shall be deemed to have been properly served by 
delivery in person or by mailing the same to the parties hereto 
at the addresses set forth above, except as the addresses may be 
changed by notice in writing; provided, however, that notices of 
termination shall be sent by registered mail.

18. WAIVER

A waiver of any breach of this agreement or of any of the terms 
or conditions by either party thereto, shall not be deemed a 
waiver of any repetition of such breach or in any wise affect any 
other terms or conditions hereof; no waiver shall be valid or 
binding unless it shall be in writing, and signed by the parties.

19. INFRINGEMENT

If during the existence of this agreement the copyright shall be 
infringed, the Publisher may, at its own cost and expense, take 
such legal action, in the Author's name if necessary, as may be 
required to restrain such infringement or to seek damages 
therefor. The Publisher shall not be liable to the Author for the 
Publisher's failure to take such legal steps. If the Publisher 
does not bring such an action, the Author may do so in his name 
at his own cost and expense. Money damages recovered for an 
infringement shall be applied first toward the repayment of the 
expense of bringing and maintaining the action, and thereafter 
the balance shall belong to the Author, provided, however, that 
any money damages recovered on account of a loss of the 
Publisher's profits shall be divided equally between the Author 
and the Publisher.  

20. DOCUMENTS

If any of the rights granted to the Publisher revert to the 
Author, the Publisher shall execute all documents which may be 
necessary or appropriate to revest all such rights in the Author.  

21. LAW

This agreement shall be construed in accordance with the laws of 
the State of New York.

22. INHERITANCE

This agreement shall be binding upon and inure to the benefit of 
the heirs, executors, administrators and assigns of the Author, 
and upon and to the successors and assigns of the Publisher.

23. ALTERATION

This agreement may not be modified, altered or changed except by 
an instrument in writing signed by the Author and the Publisher.

24. APPROVAL

Notwithstanding anything to the contrary herein contained, the 
Publisher shall obtain the Author's written advance approval of 
any jacket or cover design, including the text thereof, to be 
used in connection with the Work, and of any contracts with third 
parties for the publication of the Work; which approval shall not 
be unreasonably withheld.



X______________________________     X____________________________
AUTHOR                                 Witness for the Author


X______________________________     X____________________________
PUBLISHER                              Witness for the Publisher

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