Extracts From Book Publishing AgreementThese extracts are taken from the version of the author agreement (licence, fee, basic), but identical or similar provisions are included in the other two basic publishing contracts. Ellipses indicate were sections have been removed from this sample version. As well as the missing sections, the full versions of the documents include guidance notes to help the editing process. The brackets in the document serve serveral purposes. They indicate places where specific information needs to be added, where a choice needs to be made between alternative clauses, and where a clause is considered optional.
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Author Agreement DATE: [date] PARTIES: ... BACKGROUND: (A) The Author has [created / agreed to create] a work [provisionally] entitled [title] and [is / will be] the first owner of copyright in that work. (B) The Author has agreed to assign to the Publishers the intellectual property rights in that work on the terms of this Agreement. AGREEMENT: 1. Definitions and interpretation 1.1 In this Agreement: ... �Delivery Date� means the date for delivery of the Work specified in Schedule [1], or an alternative date specified by the Publishers in accordance with Clause [3.6]; �Fee� means the fee payable by the Publishers to the Author under this Agreement, as detailed in Schedule [1]; ... �Rights� means all copyright and other Intellectual Property Rights rights in the Work in the Territory (excluding the Third Party Rights); �Third Party Rights� means the rights in works, materials and contributions notified by the Author to the Publishers in accordance with Clause [6.1]; ... �Work� means the literary work defined in Schedule [1]. ... [1.6 The term �Author� and related references will mean each and every person who is identified in the �Parties� section of this Agreement, and: (a) each author will be jointly and severally responsible and liable with the other author or authors for the performance or non-performance of all the Author's undertakings, warranties and indemnities set out in this Agreement; (b) where this Agreement stipulates that the Publishers must give notice to the Author in respect of some matter, then [the Publishers must give notice to each of the authors / notice to any one of the authors will constitute notice to the Author under this Agreement, save that notice of termination of this Agreement must be given to each of the authors]; (c) where this Agreement stipulates that the Author must give some approval or consent in respect of some matter, then [the approval or consent of each of the authors must be given / the approval or consent of any one of the authors will constitute the approval or consent of the Author under this Agreement, save that any variation of this Agreement will require the consent of each of the authors]; (d) where this Agreement provides that the Author may by notice terminate this Agreement, then all or any one of the authors may do so; and (e) subject to any express [written] agreement to the contrary, all monies due to the Author under this Agreement will be [divided by the Publishers and paid to the different authors in equal parts / paid to the different authors in the following proportions: [percentage] to [author] and [percentage] to [author]].] 2. Assignment of rights 2.1 The Author hereby assigns to the Publishers [with full title guarantee] all the [existing and future] Rights. 2.2 The Rights assigned to the Publishers under Clause [2.1]: (a) are assigned for the whole term of such Rights together with all reversions, revivals, extensions and renewals; and (b) include the right to bring proceedings in respect of, and recover any damages or benefit from any other remedies in respect of, any infringement of the Rights pre-dating this Agreement. 3. Delivery and acceptance ... [4. Artwork 4.1 The [Author / Publishers] will obtain, prepare or have prepared the Artwork [and will deliver it with the rest of the Work]. 4.2 [The [Author / Publishers] will pay all costs and expenses (including licence fees) relating to the preparation of the Artwork. OR The Author and Publishers will each pay 50% of all costs and expenses (including licence fees) relating to the preparation and delivery of the Artwork.] ... [5. Index ... 6. Permissions 6.1 Upon or before the Delivery Date, the Author will provide to the Publishers, in writing, a list of all those persons who have contributed to the Work or whose materials or works have been incorporated into the Work, together with brief details of the nature of the contributions and incorporations. 6.2 [The Author will be solely responsible for obtaining all permissions [(in the form specified in the Publishers' [Guide for Authors])] required for the full exploitation of the Work by the Publishers in accordance with the terms of this Agreement, and the Author will, on or before the [Delivery Date], obtain and provide to the Publishers written copies of all such permissions. OR The Publishers will be solely responsible for obtaining all permissions for the use of materials and works notified by the Author to the Publishers under Clause [6.1] and required for the exploitation of the Work by the Publishers in accordance with the terms of this Agreement.] ... 7. Page proofs ... 8. Publishers� responsibilities 8.1 Save where the contrary is provided in this Agreement, the Publishers will have sole discretion for the publication, distribution, sale and marketing of the Work, including for the following matters: (a) paper, printing and binding; (b) print run/reprint timing and numbers (including allowing the Work to go out-of-print); (c) price levels and terms of sale; (d) licences of Rights; (e) advertising and review copies of the Work; and (f) [anything else?]. ... 9. Publication ... 10. Complimentary copies 10.1 On or before the first publication of the Work in the relevant form the Publishers will send to the Author: (i) [10] hardcover copies of the Work; (ii) [20] paperback copies of the Work; (iii) [10] copies of any audio [CD] recording of the Work[; (iv) an electronic copy of any ebook publication of the Work][; and (v) [5] copies of any sub-licensed edition of the Work]. ... 11. Revisions ... [12. New editions 12.1 [The parties may from time to time following publication of the Work agree that a new edition of the Work should be produced. OR The Author will, if called upon to do so by the Publishers, and without charge to the Publishers, prepare new editions of the Work[: (a) in order to keep the Work up-to-date; and/or (b) in order to facilitate the exploitation of the Work.]] 12.2 If [the Publishers call upon the Author / the parties agree] to prepare a new edition of the Work, the Publishers and the Author will (acting reasonably) agree on a detailed specification and on the delivery date for each new edition which will be recorded in writing and signed by both parties. Unless otherwise agreed, any such new edition will be subject to all the terms of this Agreement (including for the avoidance of doubt the grant of rights in Clause [2]). [12.3 Notwithstanding any other provision of this Agreement, the Publishers may in their sole discretion employ an alternative person or persons to prepare any new edition of the Work in such a manner as the Publishers may consider appropriate. Where the Publishers exercise their rights under this Clause [12.2], they will notify the Author in writing of their intention to appoint an alternative person. OR If having called upon the Author to prepare a new edition agreement cannot be reached within a reasonable period (not exceeding 3 months) on the terms for preparation of a new edition or if the Author for any reason whatsoever does not prepare or is not able to prepare an appropriate new edition or if the Author fails to deliver such new edition by the delivery date stipulated, then (without prejudice to any other rights the Publishers may have against the Author in respect of such failure) the Publishers will be free to employ an alternative person or persons to prepare that and any subsequent new edition of the Work in such a manner as the Publishers may consider appropriate. [For the avoidance of doubt, where joint Authors fail to agree between or among themselves as to the preparation of a new edition of the Work the Publisher will be entitled to exercise its right to employ an alternative person or persons (including one or other of the joint Authors) to prepare that and any subsequent new edition of the Work.]] ... 13. Remainders ... 14. Author�s undertakings, warranties and indemnity 14.1 The Author undertakes to the Publishers that he or she: [(a) will not without the written permission of the Publishers prepare or become involved in the preparation of any work which [will / is reasonably considered by the Publishers to be likely to]: (i) compete with the Work in the Territory, (ii) reduce the sales of the Work in the Territory, or (iii) prejudicially affect the Publishers� exploitation of the Rights;] [(b) will ensure that any licences of rights in the Work granted to third parties by the Author, whether or not granted after the coming into force of this Agreement, expressly forbid the licensees (and any sub-licensees) from [actively] distributing the Work directly in the Territory (to the extent that such a term is lawful under applicable law).] 14.2 The Author warrants, represents and undertakes to the Publishers [(and their Associated Companies, licensees, printers and distributors)] that [to the best of the Author's knowledge]: (a) he or she is entitled to enter into this Agreement; (b) neither the terms of this Agreement nor their fulfilment will contravene any legal restriction (including any contractual restriction) upon the Author; (c) the Work is the original work of the Author [and the Author is the sole author of the Work] (apart from the copyright material not owned by the Author which is included in the Work with the copyright owner�s permission); (d) the Work has not[, and no substantial part of the Work has,] been previously published or distributed in the Territory [or elsewhere]; (e) the Work does not and the publication of the Work in the Territory in the forms contemplated by this Agreement will not breach any law or regulation, infringe any person�s Intellectual Property Rights or other legal rights, or give rise to any cause of action against the Publishers or the Author or any other person; ... 14.3 If a party to this Agreement receives or becomes aware of an allegation by a third party which could amount to a breach of the warranties, representations and undertakings given in this Clause [14], that party will notify the other party, providing full details of the allegation, as soon as practicable. 14.4 The Author will indemnify and keep indemnified the Publishers [(and their Associated Companies, licensees, printers and distributors)] in respect of all losses, damages, costs and expenses (including legal expenses and any amounts paid by the Publishers on legal advice in settlement of any claim) arising out of any breach of the warranties, representations and undertakings given in this Clause [14] [and any alleged breach of the warranties, representations and undertakings at Clause [14.2(e) to (h)]]. ... 15. Fee ... 16. Taxation 16.1 The Publishers may deduct from any amount due to the Author under this Agreement any sum that the Publishers are or may be obliged by law to deduct or withhold in respect of any tax or duty. 16.2 The Fee and other payments under this Agreement are exclusive of VAT (unless stated otherwise). VAT may only be charged by the Author if the Author provides a valid VAT invoice to the Publishers, and the Publishers will only be obliged to pay VAT in accordance with applicable VAT legislation. 17. Copyright Licensing Agency ... 18. Moral rights 18.1 The Author [asserts / waives] his or her right to be identified as the author of the Work[, and the Publishers will include a notice of that assertion in every copy of the Work (and will require licensees of Rights under this Agreement to include a notice of that assertion in every copy of the Work)]. [The notice of assertion will take the following form in copies of the Work published in the UK: �The Author�s right to be identified as author of this work has been asserted in accordance with the Copyright, Designs and Patents Act 1988�.] 18.2 The Publishers will include, and will ensure that all licences of Rights require the licensee and any sub-licensee to include, the Author�s name (or pseudonym) prominently on all published copies of the Work (including on the spine, jacket, cover and title page of all paperback and hardcover editions) and in all marketing materials relating to the Work. ... 19. Term and termination ... 20. Effects of termination 20.1 Termination of this Agreement will not affect either party�s accrued rights as at the date of termination, and will not revert any assignment to the Publishers of rights existent before effective termination. 20.2 If this Agreement terminates under Clause [3] then the Author will refund to the Publishers any Fee and any other monies paid by the Publishers to the Author under or in connection with this Agreement. ... 21. Notices ... 22. Waivers and remedies ... 23. Severance ... 24. Variation ... 25. Assignment and sub-contracting ... 26. Force majeure ... 27. Further assurance ... 28. Third party rights ... 29. Entire agreement ... 30. Governing law and jurisdiction ...
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