SFWA Model Author-Agent Contract

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.

Revision 2.1

20 August 1996
As author-agent contracts don’t seem to be a one-size-fits-all item, a few alternative contract clauses are included in this draft, accompanied by italicized comments. — John E. Stith

PRELIMINARY STATEMENT. This agreement (the “Agreement”) dated [date of signing], sets forth the relationship between [author’s name here] (the “Author”), also published under the name(s) [pen names here] and [name of literary agency Here] (the “Literary Agent”).
1. LITERARY AGENT REPRESENTS AUTHOR. For the term of this agreement, the Author hereby retains the Literary Agent:

(a) To represent the Author for the sale of the following works (“Represented Works”), written or to be written by the Author and not covered by a prior unagented sale or prior agency agreement: (1) all full-length fiction, and (2) any other writings that Author and Literary Agent may agree upon.

(b) Subject to the Author’s approval, to negotiate sales (“Represented Sales”) of (1) Represented Works in the U.S., its territories, and Canada (“Domestic Sales”), (2) Represented Works in non-domestic markets (“Foreign Sales”), and (3) derivative or secondary rights in the Represented Works (such as film, TV, recording, or other dramatic media) anywhere in the world (“Subsidiary Sales”).

(c) To receive payments and royalties from all Represented Sales as long as the contracts for such sales remain in force.

Author attests that, during the term of this Contract, the Author will employ no other Literary Agent to represent the Author for the Author’s Represented Works. It is acknowledged that some of the Author’s backlog may be excluded from this contract because it is covered by a prior agreement with another agency. {Some authors prefer to have separate film agents. Whichever way you go, the decision should be clear to both author and agent.}

2. CONTRACTS. Literary Agent shall use best efforts to promote the Author’s Represented Works. No proposed Represented Sale shall be binding unless approved by the Author in a signed contract (a “Represented Contract”). Author may, in writing, authorize Literary Agent to sign contracts on his behalf. {Authors might want to provide a limited authorization that lets the agent sign only foreign contracts or sign only contracts the author has verbally approved.}

3. AGENT’S COMMISSION. The Literary Agent shall be entitled to a commission (“Agent’s Commission”) equal to X percent of all Domestic Sales, Y percent of all Subsidiary Sales, and Z percent of all Foreign Sales. {While authors would like these commission rates as low as possible, we recognize that agents would prefer them as high as possible. A number of agents charge 10 percent for domestic sales, 15 percent for subsidiary and 20 percent for foreign, and obviously these rates play a part in the determination of whether a particular agent is the one to sign with.}

4. SUBSIDIARY RIGHTS. Subject to Author’s reasonable consent, the Literary Agent shall engage all subsidiary or co- agents which the Literary Agent believes best represent the Author in Foreign Sales.

5. EXPENSES BORNE BY LITERARY AGENT. From the Literary Agent’s Commission, the Literary Agent shall pay (a) all subsidiary or split commissions required by foreign or subsidiary agents, and (b) such other costs, listed in the attached Rider, as Literary Agent may incur in promoting or selling the Author’s Represented Works. The Literary Agent shall not be reimbursed for such expenses and need not account for them to the Author, except that the Author shall reimburse the Literary Agent for unusual expenses, incurred by the Literary Agent with the Author’s prior consent, for the Represented Works. {This phrase is the best case for the author, but it’s just another component of the give and take between author and agent, and should be factored into the projected agent commission when comparing two otherwise equal agents. Often, the agents charging higher commission rates are willing to include some expenses in their commission. Just be clear on what you’ll be expected to pay for, and if you can, limit additional expenses to those applicable to works actually sold.}

6. DISBURSEMENTS. On behalf of the Author, the Literary Agent shall collect all payments due the Author under any Represented Contract (“Author’s Payments”) and shall, within ten days of the funds clearing, disburse the amount of such Author’s Payments to the Author, less any Literary Agent’s Commission and less any mutually approved expense charges.

7. STATEMENTS. In January of each year, the Literary Agent shall provide the Author with an annual statement showing all Author’s Payments, Agent’s Commissions, and other itemized deductions for the previous calendar year. {Not all agencies do this, but it’s desirable for the author. The minimum notice consists of an IRS Form 1099 that identifies the total payments and total commissions.}

8. NOTICES. The Literary Agent and Author shall promptly send each other copies of (a) any legal notice under any Represented Contract, (b) any important communication from any publisher under any Represented Contract, and any material correspondence.

9. TERM. This contract may be terminated voluntarily for any reason by either party upon thirty days’ prior written notice to the other, detailing causes for termination, sent via certified mail, return receipt requested, to the addresses below:

If to Literary Agent, at [Literary Agent’s address]

If to Author, at [Author’s address]

or such other address as either party may designate in writing to the other.

After termination, the Literary Agent shall continue to administer Represented Contracts which the Literary Agent negotiated while this Contract was in force, and retain Agent’s Commission on those Represented Contracts. The Literary Agent may make no further sales of the Represented Works.

10. CONTACTS. Mail sent to the Author in care of the Literary Agent may be opened by the Literary Agent and dealt with, unless it is apparently of a personal nature, in which case the Literary Agent shall forward it to the Author promptly. When the Author is approached directly by any party interested in the Author’s Represented Works, the Author shall inform the Literary Agent immediately and refer the party to the Literary Agent.

11. AMENDMENT. This Agreement contains the entire agreement between the parties hereto. It supersedes any prior agreement, and may be amended in writing by mutual consent.

Many authors already have an existing written or handshake agreement with an agent and may not wish to impose most of this sample contract. Since many standard contracts and handshake agreements don’t define how termination is handled, authors might consider using section 9 (TERM) as a rider to an existing contract or as a separate agreement. Many agencies use their own contract, and there’s certainly nothing wrong with that. We recommend, though, that you use this model as a guide to remind you to make sure terms you feel are important are addressed satisfactorily in whatever contract you do sign.
The above items represent the consensus of the then-current SFWA Contracts Committee: Michael A. Armstrong, Damon Knight (who has since left the panel), David Alexander Smith, and John E. Stith. In addition, Michael A. Armstrong and Damon Knight recommend authors include the following in the TERM clause:

“This agreement may not be assigned by either party without the written consent of the other.

“In the event that the Literary Agent dies, leaves the agency business, or commits a substantial breach of this agreement, the Author or his heirs and assigns may revoke all rights granted to the Literary Agent hereunder.”

— JES, 8/20/96