Perhaps you are considering a joint writing effort with a colleague. Or maybe you've just been selected as part of a K-8 writing team for a basal text. Likely, the question will arise, "Should we have some type of agreement between ourselves, or will the author-publisher contract take care of everything?" Because collaboration matters generally are not addressed in author-publisher contracts, it's wise to provide for such an agreement whether your collaborator is a close friend or colleague or a complete stranger.

Purpose. One of the primary purposes of any contract is to provide a level of certainty that the reasonable expectations of the parties will be realized. One of the effects of negotiating a contract is to force the parties to articulate their reasonable expectations. The process has the effect of causing all parties to enter a contract only after they have made their best efforts to anticipate and provide for the various circumstances that may arise during the life of their agreement.

What should a collaboration agreement include? Let's look at some of the more significant clauses of any collaboration agreement. You can't provide for every circumstance that may arise, but you can cover 95 percent of them with a good agreement. The result will be a business-like relationship with less room for misunderstanding.

Determine responsibility for work. If you are collaborating on a single text or text and supplementary materials, the first concern Involves the respective responsibilities of the authors. If you start by developing an outline of the text, it then becomes easy to assign chapters or subjects to each author. If you are an author on a K-8 writing team it is likely the publisher has already done this. In any event the agreement should set forth the primary responsibilities of each author with respect to the work.

Develop a time line. Your author-publisher contract calls for a final manuscript' by a certain date. Counting back from that date, construct a reasonable schedule for generation of manuscript. If you have done this before you are at an advantage. If this Is your first text, talk to someone who has published a few similar texts. But be sure to talk to them about how long it took to write their first text, not their 10th.

Talk to a few experienced authors, bearing in mind that each has different work habits and productivity. Add in time for unexpected delays such as minor Illnesses, writer's block, publisher's changed plans, editor's vacation or illness, change of editor, and other variables. The time line can be attached to and incorporated as a part of your collaboration agreement, or can remain as an informal document without strict contractual ramifications. In either event the time line may be used to develop realistic scheduling for the completion of work.

Final editorial and creative control. Perhaps you have already given this up in your author-publisher contract. If not, consider dealing with it here. It may be one of the authors has superior editorial talents, or is far more experienced. If so, this author might be given artistic control over the project with authority to negotiate final editorial changes with the editor. As an alternative, you might authorize the more experienced author to engage in all preliminary editing with the less experienced author retaining rights to final approval (more cumbersome, but isn't democracy always so?)

The business side of book writing. Another job for the more experienced of the authors is the business aspects of your collaborative effort. For example, the selection of an attorney to assist in the negotiation of the author-publisher contract. The more experienced author will have more contacts to turn up the right attorney for you. While the collaborative agreement may designate the more experienced author as point man on negotiations, it should be made clear that all authors must sign any third party agreement.

Set a budget. Your author-publisher contract may impose certain production costs on the author. Be sure you are aware of all such costs or potential costs to be borne by the author. I have seen first-time authors sign book contracts calling for authors to pay 50 percent of art costs in elementary school texts. The result was hundreds of thousands of royalty dollars going to relieve the publisher of production costs.

Your collaboration agreement should budget for all such costs, including:

• Author travel. This may Include uncompensated travel to New York to meet with your publisher; or travel to Cleveland to meet with your co-author; or travel to Europe to view the Mona Lisa featured on the cover of your art education text.
• Art costs. See above)
• Cost of author-paid permissions.
• Typing costs.
• Assistance. Costs paid to a college student to help preparae a workbook, index or table of contents.

Set a budget and incorporate it by reference as an exhibit to your collaboration agreement.

Credits. The time to see whether ego is going to stand in the way of a beautiful relationship is before you are a year and a half into your book. Who is named first? If one author is a better draw by reason of past publications or some other claim to fame, by all means put your best foot forward. If all co-authors are roughly on par, go with an alphabetical listing or a coin flip.

Advances. Money Is a great motivator. Consider providing In your collaboration agreement for a joint interest-bearing account to hold your advance money, with release requiring the signature of all collaborators pegged to certain completion points In the manuscript. Note: This is not practical if your advances are so small that bank service charges exceed interest; or your "advance" is really a late payment for work already performed.

Money. Share and share alike? Quite often this is the best arrangement. However, there are a number of factors that weigh in favor of something other than a 50-50 split of royalties: superior knowledge, writing skills, experience and name recognition are just a few. It may be that one author will do two-thirds of the work. An illustrator may not get as much as the author unless his name is Garry Trudeau. Whatever the circumstances, don't be afraid to discuss what you think is fair.

Competition clause. You know that terrible competition clause In your author-publisher contract, the one I rail against in author workshops. You need one here. If your work is published, you don't want one co-author publishing a competing text that will undermine sales of the work. And If your work isn't published you don't want one co-author taking jointly authored material as his own to a new publisher.

Duration of agreement. How long should your collaboration agreement be in effect? For the same time as the life of the copyright to your work. In the case of a jointly authored text the term should be for 76 years plus renewals and extensions.

Arbitration of disputes. Most authors cannot afford a lengthy litigation over a collaboration agreement. The best means to an abbreviated, relatively inexpensive and quick resolution of dispute is a clause that calls for binding arbitration of all disputes before an arbitrator. The American Arbitration Association rules may be stipulated to in this clause. You may also wish to adopt the laws of a particular state, and preset the forum where the matter will be heard, e. g., Peoria, Illinois.

Warranties and indemnities clause. Another dreaded clause from the author-publisher contract is particularly appropriate here even if (and it will be) included in your author-publisher contract. The promise in the author-publisher contract is to the publisher, and of no avail to the co-author. Since a third-party will name you as well as your plagiarizing or defaming co-author in any lawsuit (and prevail as to your joint liability), you need the protection of a warranty from your co-author that everything be original and nonlibelous, together with an indemnity against damages and costs in defense In the event the warranty Is breached.

Termination. An important part of your collaboration agreement is the provision for termination of the agreement. Termination may occur by reason of death or disability, unwillingness or inability to complete the work or by reason of irreconcilable differences between the authors. It may be that a far better offer comes along, making the 10th revision of your collaborative workGuide To Window Washing seem somewhat pedestrian by comparison. Yes, there Is such a book.

The issues to be addressed in thie termination section of the collaboration agreement:

• Who gets control of the incomplete manuscript and supporting and supplementary materials?
• What will be the arrangements for royalty sharing should the work be published?
• Who pays for completion of the work?
• Will there be a change in the previously agreed-to credits order?

The answer to who gets control of the manuscript may be obvious or it may be difficult. When one member of a two-member writing team dies, the survivor should take control, complete the work, or make provisions for completion and go forward with publication. The collaboration agreement could fairly provide that the royalty split set forth in the agreement will prevail for the current edition, with the deceased author's royalty account charged for the expense of completing the deceased author's share of the work.

There should be some schedule for reduction of the deceased author's share of royalties in subsequent editions. For example, the collaboration agreement could provide for the decedent's estate to receive 60 percent of the royalties provided for in the collaboration agreement for the first revision following completion of the work in progress, 30 percent for the second such revision, and 16 percent for each revision thereafter.

If your co-author's name is James Michener, don't mess with the order of credits no matter how dead he is. If you and your co-author are co-equal draws but you lost the coin flip, you should have provisions for a change In the order of credits In the first revision following completion of the work in progress at the time of death.

Where the collaboration agreement is terminating by reason of a failing out between two authors, the agreement may call for completion by the author best suited to complete the work in a manner most likely to result in successful publication. It is quite possible you could not possibly reach an objective determination following a deterioration of the relationship. In that event it is particularly important that you have an arbitrator or some objective third party provided for In your collaboration agreement to make this determination.

Amendmcnts. Provide that all amendments to the agreement must be in writing and signed by all authors.

Attorney fees. If your co-author contract dispute goes to trial and you are forced to hire an attorney to defend or prosecute the action, the only way you can recover your attorney's fee is if you provide for attorney's fees to the prevailing party in the collaboration agreement. An attorney's fee clause is a strong disincentive to the bringing of meritless or marginal suits. A party will think twice before risking the payment of two sets of attorney's fees. Consequently, an attorney's fees clause provides incentives to all parties to settle. Lastly, an attorney's fee clause is an empowering provision. With such a clause, one need not be intimidated from bringing a meritorious case for fear the attorney's fees will exceed the amount in controversy.

As an aside, this empowering aspect is precisely why you have never seen an attorney's fee clause in an author-publisher contract. Publishers can easily afford to hire an attorney. Knowing that you can't allows publishers to be far more cavalier in their treatment of authors.

Of course with or without an attorney's fee clause, you are always better off settling your dispute with some compromise -- and thus face saving on both sides. A settlement normally results In both financial and emotional savings.

Conclusion. A collaboration agreement is important in many situations, and on occasion even vital. In addition the process of defining your goals and respective duties can in and of itself be a worthwhile exercise. While we have not had in-depth discussion in this column regarding the effect of your author-publisher contract on your collaboration agreement, and vice versa, it is important to coordinate the provisions of the two agreements to avoid contradictory provisions.