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