Agreement Between Publisher and Author to Publish Book

Agreement Between Publisher and Author of a Book to Publish the Book

Agreement made on the day of , 20, between and

, a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Publisher, and of , referred to herein as Author.

I. Sale of Right to Publish

Author hereby grants, sells, and assigns to Publisher the exclusive right to publish in the English language in book form in the United States the material now entitled , hereinafter referred to as the Work, which title may be changed only by mutual consent.

II. Copyright

Publisher agrees simultaneously with the publication of the Work to copyright it in the name of Author in the United States. Publisher shall imprint in each copy on the title page or its reverse side, the notice Copyright by Author.

III. Warranty

Author represents that Author is the sole proprietor of the Work; the Work does not infringe any existing copyright; the Work has not previously been published in book form; and to the best of Author's knowledge, the Work contains no libelous or other unlawful matter. Author shall indemnify Publisher against any claim, demand, or recovery finally sustained in any proceedings brought against Publisher by reason of any violation of proprietary right or copyright, or any unlawful matter contained in the Work.

Publisher shall notify Author of any such claim, demand, or action and give Author such reasonable time as the exigencies of the situation will permit, to meet such claim or to undertake its defense.

IV. Delivery of Manuscript

Author shall deliver to Publisher on or before a complete copy of the Work. If Author fails to deliver the manuscript on or before the above-prescribed date, the time for Publisher to publish the Work may be extended by mutual consent.

V. Proofs

Publisher shall submit proofs of the Work which Author shall read, correct, and return within days of receipt. The proofs shall conform to Author's final manuscript except as altered by mutual agreement and shall have been proofread by Publisher. Any additional expense incurred by reason of changes from or additions to Author's final manuscript requested by Author, in excess of % of the original cost of composition, shall be charged against the first installments of royalties due under this agreement; provided that Publisher shall promptly furnish an itemized statement of such additional expenses and make available at its office the corrected proofs for inspection.

VI. Publication

Publisher agrees to publish the work without changes, additions, or eliminations in or from the text at its own expense in such format as Publisher deems best suited to its sale, at a catalogue retail price of not less than $ per copy, in cloth style, on or before . Should Publisher fail to publish the work by that date, all rights granted to Publisher under this agreement shall terminate at the option of Author and revert to Author. Such option may be exercised by posting a notice to that effect addressed to Publisher, by certified mail, after the default. In the event of delay caused by strikes, fires, or other contingencies beyond Publisher's control, the publication may be postponed accordingly.

VII. Advance and Royalties

A. On the execution of this contract Publisher shall pay Author $ as an advance on account of royalties earned by any edition of the Work published by Publisher under its imprint. No part of such advance shall be repayable in any event.

B. The royalties shall be based on the catalogue retail price of all copies sold, except as provided in Section VIII. Publisher shall pay Author a royalty of % on the first copies; % on the next copies; and % on all copies of the Work over copies actually sold, not including copies given to Author, travelers' samples, damaged copies, and copies given away (but not for resale) for the purpose of aiding the sale of the Work and for review.

VIII. Variance in Royalties

A. All countries other than the United States shall be considered an open market for the distribution and sale of the regular edition of the Work in the English language only; Publisher may sell the Work in such market and shall pay the Author a royalty of % of its actual charges for sales so made by it, without deduction for discounts and bad debts.

B. Publisher, with the written consent of Author, may license to recognized book clubs the right to publish an edition of the Work for distribution to its members, and shall pay to Author % of the net proceeds of the sale.

C. Where the discount to wholesale or retail distributors or booksellers in the United States is more than % on sales of copies or more, author shall receive a royalty of % less than the rate stated in this agreement; and with each additional % discount, the royalties shall be further reduced by an additional %. In no case, however, shall the royalties be less than % of those stipulated in Section VII.

D. On all copies sold as remainders at a discount of % or more from the retail price, but above the actual cost of manufacture, Author's royalties shall be based on the price actually received by Publisher; no remaindering, however, shall take place until months after publication of the Work.

E. Neither Author nor Publisher shall grant permission to publish extracts from the Work without the consent of the other to the contract terms of such permission. If consent is given and an extract shall consist of less than words, Author and Publisher shall share equally the net amount received; if the selection shall be over words Author shall receive % of the net amount.

G. On copies sold direct to customers through the media of mail order, coupon advertising, or by mail circularization, the royalty shall be % of the amount of Publisher's charges, with no discount for bad debts.

IX. Soft Cover Edition

No edition of the Work to retail at less than $ shall be issued without the consent of Author in writing. Should such an edition be issued by Publisher, Publisher shall pay Author a royalty of % of the retail price. Should the right to issue such an edition be granted to a second publisher, Publisher shall endeavor to arrange terms with the second publisher that will permit a royalty payment to Author of % of the retail price, and the royalty payment to Author shall in no case be less than % of the retail price.

X. Accounting and Payments

A. Publisher shall, within months after publication, pay to Author all royalties that shall have accrued on sales made before publication (less advances) and shall accompany the payment with a statement as provided in this Section.

B. Publisher agrees to render statements on the first day of and of in each year, showing an account of sales up to the first day of the second month preceding the accounting dates. Payments then due Author shall be simultaneously made on those dates. The statements shall show in detail the number of copies printed, the number bound, the number spoiled, the number given away, the number sold in each category, and the number on hand.

C. If Publisher shall default in the delivery of statements or in making cash settlements as required in Paragraph B of this Section and shall neglect or refuse to deliver the statements or to make the settlements within days after notice and demand posted by registered mail to Publisher, this agreement may be terminated at the option of Author on the expiration of days.

D. In the event of any sales or licenses that Publisher may be entitled to make to another party under the terms of this agreement, Publisher shall pay to Author his share of the monies resulting from such sales or licenses within days after receipt by Publisher; Author at his option may demand that such third party, or parties, make payment directly to him of Author's share, and this clause shall be sufficient authority to the third party for making the payment.

E. Author or his authorized representative shall have the right, on written request, to examine Publisher's books of account to the extent they relate to the Work; the examination shall be at the cost of author unless errors of accounting amounting to % or more of the total sums paid to Author shall be found to his disadvantage, in which case the cost shall be borne by Publisher.

F. In the event of overpayments other than unearned advances, Publisher may deduct the amount of the overpayments from any further earnings accruing to Author on account of the work.

XI. Free Copies

Publisher agrees to present to Author free copies of the work immediately on publication and to permit Author to purchase further copies for his personal use (but not for resale) at % of the retail price.

XII. Rights Reserved to Author

All rights in the Work now existing or that may come into existence, except those specifically granted to Publisher in this agreement, are reserved to Author for Author's use at all times. If Author shall sell the motion picture or televised motion picture rights to the work, he shall have the right to grant to the licensee or purchaser of picture rights the privilege to publish in any form excerpts and summaries of the book, of the dramatization, and of the motion picture version of the book, to be used for the advertising and exploitation of the motion picture or televised motion picture based on the book or dramatization, but in no case shall such excerpts or summary exceed % of the length of the Work.

XIII. Termination

A. If Publisher at any time during the existence of this agreement shall fail to comply with or fulfill any of the terms or conditions of this agreement, Author may at his option terminate this agreement by posting to Publisher a notice of termination by certified mail, and then all rights granted by Author to Publisher shall revert to him; in that event all payments previously made to Author shall remain his property, all, however, without prejudice to any other remedies that Author may have against Publisher. These provisions shall not apply to instances in which automatic terminations of this agreement are elsewhere provided in this agreement. The provisions of this paragraph are subject, nevertheless, to other termination conditions provided in Paragraph C of Section X.

B. On the termination of this agreement under any provision, Publisher shall return to Author all property originally furnished by Author, and Author shall have the right to purchase from Publisher the plates of the work at their metal value and any remaining copies or sheets at a price not to exceed % of the manufacturing costs. If Author shall not have so acquired the plates, copies, or sheets within days after the effective date of such termination, Publisher shall have the right to melt the plates, and to sell the remaining copies at cost or less without payment to the author of royalties on the sales. No such sale by Publisher, however, shall transfer the right of publication and sale of the work to any Purchaser of the remaining copies or sheets. In any event, however, Publisher's privilege to sell such remaining copies shall expire months after the effective termination date and then all remaining copies shall be destroyed.

C. If the Work is at any time out of print, except as a result of emergency conditions beyond Publisher's control, Author may give notice to Publisher that it is out of print and in that event, if Publisher shall not within months bring out a new printing of the work, then all rights granted under this agreement shall terminate and revert to Author automatically and without notice. If, however, the work is on sale in an inexpensive edition pursuant to the provision of Section IX, it shall not be considered to be out of print.

D. If a petition in bankruptcy is filed by or against Publisher, or if Publisher is adjudged insolvent by any court, or if a trustee or a receiver of any property of Publisher is appointed in any suit or proceeding by or against Publisher, or if Publisher makes an assignment for the benefit of creditors or takes the benefit of any bankruptcy or insolvency act, or if Publisher liquidates its business for any cause whatever, Author may, at Author's option, terminate this agreement, and the termination shall then be effective as of the date of the filing of the petition, adjudication, appointment, assignment or declaration, or commencement of liquidation, and all rights granted in this agreement shall then revert to Author. As a condition of the making of this agreement, Author acquires the right, on such termination, to purchase at his option the plates, remaining copies, and sheets, all as provided in Paragraph B of this Section. If Author's option to purchase the properties is not exercised within days of the occurrence referred to, 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 author of the royalties provided in this agreement. If Author desires to purchase the books and sheets, and the trustee, receiver, or other named official deems the price fixed at % of the manufacturing costs to be below the fair market value, then such value shall be determined by arbitration.

XIV. Assignment

This agreement shall be binding on and inure to the benefit of the executors, administrators, and assigns of author and the successors and assignees of Publisher; but no assignment, voluntary or by operation of law, shall be binding on either of the parties without the written consent of the other party to this agreement; provided, however, that author may assign or transfer any moneys due or to become due to author under this agreement.

XV. Waiver

A waiver of any breach of this agreement or of any of its terms or conditions shall not be deemed a waiver of any repetition of the breach or in any way affect any other term or condition of this agreement; no waiver shall be valid or binding unless the same shall be in writing and signed by the party so waiving.

XVI. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

XVII. Choice of Law

This agreement shall be construed according to the laws of the State of .

XVIII. NOTICES

All notices required under this agreement shall be directed to the respective parties at the addresses set forth above and shall be deemed delivered when mailed.

WITNESS our signatures as of the day and date first above stated.

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