Author Agreement ExtractsExtracts from the author agreement (licence, royalty, premium) are set out below.
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Author Agreement ... AGREEMENT: 1. Definitions and interpretation 1.1 In this Agreement: �Advance� means the advance payable to the Author as specified in Schedule [1] (if any); [�Agent� means the literary agent specified in Schedule [1] (if any);] ... [�Associated Companies� means, in relation to a company, any subsidiary or holding company of that company, and any subsidiary of any holding company of that company;] [�Consideration Period� has the meaning given to it in Clause [20.3];] �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]; ... [�Later Work� has the meaning given to it in Clause [20.1];] [�Negotiation Period� has the meaning given to it in Clause [20.3];] �Net Receipts� means the monies received by the Publishers and not refunded by the Publishers from the sale and/or licensing of the Work, net of applicable VAT, sales taxes, withholding taxes, and customs and excise duties; �Primary Rights� means the rights: (a) to produce, publish and sell the Work; [(b) to produce, publish and sell any adaptation, abridgement or part of the Work; and] [(c) to translate (or have translated) the Work in [all languages], and to produce, publish and sell these translations of the Work,] in the Territory in volume form[, in electronic or digital form, and] [in the other forms specified in Parts [A to C] of Schedule [2] to this Agreement / in all other present or future forms [(including in the other forms specified in Parts [A to C] of Schedule [2] to this Agreement)]]; [�Reserved Rights� means the Public Lending Right and [other reserved rights];] �Rights� means the Primary Rights and the Subsidiary Rights; �Royalties� means the royalties payable to the Author under this Agreement: (a) in respect of the sale of copies of the Work by the Publishers, as set out in Schedule [2], Parts [A] to [C] or otherwise determined in accordance with Clause [16]; (b) in respect of the licensing of rights in the Work, as set out in Schedule [2], Part [D] or otherwise determined in accordance with Clause [16]; [�Subsidiary Rights� means the rights set out in [Part D] of Schedule [2] in the Territory;] ... [�UK Retail Price� means the Publishers� recommended UK retail price for copies of the Work (excluding applicable VAT if any) [which the Publishers intend (but are not bound) to set at �[price] in respect of hardcover sales and �[price] in respect of paperback sales]; and] �Work� means the literary work defined in Schedule [1]. 1.2 In this Agreement, unless the context requires otherwise, a reference to: (a) a �subsidiary� or �holding company� has the meaning given in section 1159 of the Companies Act 2006; (b) a statutory provision includes a reference to the statutory provisions modified or re-enacted or both from time to time whether before or after the date of this Agreement and any subordinate legislation made under the statutory provision before or after the date of this Agreement; (c) a document is a reference to that document as amended or replaced from time to time; (d) a person includes a reference to a body corporate, association or partnership; and (e) a Clause or a Schedule is to a clause or a schedule of this Agreement. 1.3 The headings do not affect the interpretation of this Agreement. ... 2. Grant of rights 2.1 The Author grants to the Publishers [and to all Associated Companies of the Publishers from time to time]: (a) [a non-exclusive / an exclusive] licence of the Rights; and (b) [a non-exclusive / an exclusive] right to sub-license [and permit further sub-licensing] of the [Subsidiary Rights / Rights]. [save that, in respect of [the Artwork] only, the grant of rights is non-exclusive.] ... 2.3 The Author reserves all rights not expressly granted by the Author under this Agreement [including the Reserved Rights]. 3. Delivery and acceptance 3.1 The Author will deliver to the Publishers [by hand, courier or registered post] on or before the Delivery Date [one typewritten copy of the Work and one electronic copy of the Work], [double-spaced] [and in [Microsoft Word format / a format reasonably acceptable to the Publishers]. ... [3.7 [As an alternative to requesting changes to a Work (that is not of an acceptable standard) / if and only if the Author refuses or is not able to make changes to a Work (that is not of an acceptable standard) requested by the Publishers within a reasonable period] the Publishers may edit the Work or commission a third party to edit the Work for the purpose of making the Work acceptable for publication. [The costs and expenses incurred by the Publishers under this Clause [3.7] [will be borne by the Publishers / may be deducted by the Publishers from any amounts due to the Author under this Agreement].] Before exercising their rights under this Clause [3.7], the Publishers will give the Author written notice of their intention to edit the Work. Within [90] days following the Delivery Date, the Publishers will give written notice to the Author that the edited Work has or (as the case may be) has not been rendered acceptable for publication. If the Work has not been rendered acceptable for publication, this Agreement will terminate immediately upon the giving of that notice.] ... [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]. ... [4.4 The Publishers may acting reasonably either accept or reject Artwork delivered under Clause [4.1] (without prejudice to the Publishers� rights under Clause [3]). If the Publishers reject that Artwork, then they may either: (i) require that the Author deliver different Artwork within a reasonable time; or (ii) obtain, prepare or have prepared substitute Artwork [(and deduct the costs and expenses of doing so from any amounts due to the Author under this Agreement)].] [5. Index 5.1 The [Author / Publishers] will prepare or have prepared the Index to a professional standard [and will deliver it with the rest of the Work]. ... [5.4 The Publishers may acting reasonably either accept or reject the Index delivered under Clause [5.1] (without prejudice to the Publishers� rights under Clause [3]). If the Publishers reject that Index, then they may either: (i) require that the Author deliver a different Index within a reasonable time; or (ii) prepare or have prepared a substitute Index [(and deduct the costs and expenses of doing so from any amounts due to the Author under this Agreement)].] 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.] ... [6.4 The Author will keep copies of all correspondence sent to or by the Author regarding permissions relating to the Work and, at the Publishers� request, the Author will provide to the Publishers copies of all such correspondence.] 7. Page proofs 7.1 The Publishers will submit the Work to the Author in the form of page proofs (or their non-print equivalent) for the Author to proofread and check. ... 7.3 The Publishers reserve the right to invoice the Author for (and deduct from any monies due to the Author): (a) the costs of the Author�s alterations under this Clause [7] (excluding correction of any errors by the Publishers or the printers) in excess of [10]% of the total cost of composition of the text[, and (b) the costs of alterations to Artwork]. 8. Publishers� responsibilities ... 9. Publication Subject to the Author fulfilling his or her obligations under this Agreement, the Publishers will at their own expense publish the Work [to a professional standard] [under any imprint of the Publishers (to be determined by the Publishers in their sole discretion)] within [number] [weeks / months] of the acceptance of the Work by the Publishers under Clause [3]. 10. Complimentary copies ... 11. Marketing ... 12. Revisions 12.1 [The parties may from time to time following publication of the Work agree that the Work requires revision. OR The Author will revise the Work when requested in writing by the Publishers from time to time[: (a) in order to keep the Work up-to-date; and/or (b) in order to facilitate the exploitation of the Work.]] 12.2 The Author will fulfil his or her obligations under Clause [12.1] [by such date as may be agreed with the Publishers / promptly following receipt of the Publishers' request]. 12.3 [Revisions will be deemed to be paid for by the royalties payable under this Agreement. OR In consideration for the revision of the Work by the Author, the Publishers will pay to the Author a reasonable additional amount or amounts, to be agreed between the parties.] ... [13. New editions ... [14. Remainders ... 15. Author�s undertakings, warranties and indemnity ... 15.2 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); ... (f) without prejudice to the generality of Clause [15.2(e)], the Work does not contain anything which is, or will be upon publication of the Work in the Territory, libellous, obscene, indecent, blasphemous, in breach of confidence or the right to a private life, in contempt of court, in contravention of racial hatred, religious hatred, official secrets or data protection legislation; (g) the statements of fact in the Work are true[, and statements of opinion are truly held and where possible are based upon facts which are true;] [(h) statements in the Work containing instructions, advice or other information which may be acted upon could not, if acted upon, cause illness, injury or death[, or any other loss or damage];] and (i) the Work is not and has never been the subject of any threatened or actual legal proceedings or other complaint. ... 15.5 Without prejudice to the Author�s warranties, representations, undertakings and indemnities under this Clause [15], if the Publishers are advised by their legal advisers [or reasonably believe] that a Work may contravene any of the warranties given in Clauses [15.2(e)] to [15.2(h)] above or otherwise may give rise to legal action, then the Publishers will have the rights, exercisable in their sole discretion, to: (a) [amend the Work as they deem necessary and/or] require the Author to amend the Work; (b) suspend the production and publication of the Work; and/or (c) [where it is impracticable to suitably amend the Work,] terminate this Agreement forthwith by giving written notice of termination to the Author. 15.6 If the Publishers in their sole discretion consider that the Work should be read for libel and/or other legal risks, the costs of that reading will be borne [by the Publishers / by the Author / equally by the Publishers and the Author]. 16. Royalties ... 17. Accounting ... [18. Agency In the absence of written notice from the Author to the contrary, the Publishers will be entitled to: (a) pay to the Agent all monies which are due to the Author under or in connection with this Agreement (in full and final settlement of the relevant payment obligations under this Agreement); and (b) treat the Agent as empowered to conduct negotiations with the Publishers on behalf of the Author in respect of all matters relating to this Agreement.] 19. Copyright Licensing Agency ... [20. Option 20.1 During the term of this Agreement, the Author will give the Publishers the first opportunity to review and consider for publication [any / the next] work of [fiction / non-fiction] [concerning [subject]] created in whole or part by the Author which the Author intends to have published [in volume form] [in the Territory] (a �Later Work�). 20.2 The Author will disclose to the Publishers the complete manuscript of a Later Work before disclosing it or any part of it to any other potential publisher. 20.3 If within a period of [1] month following the receipt of the Later Work by the Publishers (the �Consideration Period�) the Publishers notify the Author of their interest in publishing the Later Work, then the parties will enter into good faith negotiations concerning the terms upon which the Publishers may publish the Later Work, for a period of at least [2 months] following the conclusion of the Consideration Period (the �Negotiation Period�), during which time the Author will not disclose the Later Work to any other potential publisher. 20.4 [If the terms for publication of the Later Work are not agreed between the parties during the Negotiation Period, then the Author will be free thereafter to send the Later Work to other potential publishers and to negotiate and agree the publication of the Later Work with other potential publishers. OR ... OR ...] 21. Intellectual Property Rights 21.1 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�.] ...
[21.7 All goodwill in the title or titles (and in any amended title or titles) of the Work will accrue to the Publishers, and the Publishers (but not the Author) will have the right to apply to register trade marks in respect of the title or titles of the Work in the Territory. [Following termination of this Agreement the Publishers will promptly assign to the Author all their goodwill in any such title or titles and any such registered trade marks or applications for registered trade marks in respect of such title or titles].] [22. Infringement actions 22.1 If any Intellectual Property Right in the Work that is licensed to the Publishers under this Agreement is infringed by any person, the Publishers will give the Author a written notice setting out the following options for the Author: (a) of joining in with the Publishers in any action taken by the Publishers to enforce the Intellectual Property Rights in the Work (and sharing the associated expenses and amounts recovered in agreed proportions); or (b) of allowing the Publishers to take action (and allowing the Publishers to pay all associated expenses and receive all recoveries resulting from the action)[; or (c) of taking action to enforce the Intellectual Property Rights in the Work in the Author�s sole name (and paying all expenses and receiving all recoveries resulting from the action)].
... 22.3 If the Publishers do not receive a response to their notice under Clause [22.1], then they may assume that the Author has chosen option [22.1(b)].] 23. Term and termination 23.1 This Agreement will come into force on the date of its execution, and may only be terminated in accordance with its express terms. ... [23.6 The Author may terminate this Agreement by giving written notice to the Publishers if the control of the Publishers is transferred to any person or persons other than the person or persons in control of the Publishers at the date of this Agreement. In this Clause [23.5], �control of the Publishers� means the ability to direct the affairs of the Publishers, whether as a result of share ownership, contractual right, or otherwise.] [23.7 The Publishers may terminate this Agreement [at any time before the acceptance of the Work by the Publishers] by giving written notice to the Author if the Author dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.] 23.8 This Agreement may also terminate in accordance with Clause [3], Clause [15.5] or Clause [34.2]. 24. Effects of termination ... 25. Limitations and exclusions of liability ... 26. Notices
... 27. Waivers and remedies ... 28. Severance ... 29. Costs ... 30. Counterparts ... 31. No partnership etc ... 32. Variation ... 33. Assignment and sub-contracting ... 34. Force majeure ... 35. Further assurance ... 36. Third party rights ... 37. Entire agreement ... [38. Alternative dispute resolution [Without prejudice to Clause [16.3],] if any dispute arises between the parties under or in connection with this Agreement, the parties will attempt to settle it by mediation [through the Informal Disputes Settlement procedure of the Publishers� Association / in accordance with the CEDR Model Mediation Procedure]. [Upon the initiation of the mediation process, the parties will seek to agree a suitable mediator, failing which a mediator will be appointed by the CEDR.]] 39. Governing law and jurisdiction ... | 
