| This is
a guide for textbook contracts between authors and publishers. It
can be used by an author, an author and an agent, or an author and
an attorney to negotiate a contract. It represents a balance between
the interests of an author and a publisher.
Features
of this guide: It avoids "legalese." It was prepared
from both the author's and publisher's perspective with the goal
of producing better textbooks.
Unique
parts of the guide: A contents page The chronological sequence
of parts A Time Schedule for Publishing the Book A Marketing Plan
The guide
is for a sole author but can be adapted for multiple authors.
A subsequent version will be prepared for a multiple authors'
contract.
This document
is a guide for contracts -- not a "model contract."
It can be used effectively for the author and the publisher to
engage in the negotiating process.
Authors
and publishers recognize that the contract prepared by the publisher
is merely an offer from the publisher and subject to various degrees
of negotiation. The negotiation process and the final contract
will be determined by many variables such as:
1. Ability,
experience and reputation of the author and the publisher
2. Previous
negotiation experiences of the author and the publisher
3. Market
niche of the book
4. Competition
for the book
Authors
and publishers are encouraged to send suggestions for improving
this guide to TAA
While Text
and Academic Authors owns the copyright to this guide, TAA members
may use all or parts of it without citing the association.
A
GUIDE TO CONTRACTS
FOR PUBLISHING TEXTBOOKS
Preamble
1. Granting of Rights by the
Author to the Publisher
2. Electronic Rights
3. Copyright in Author's Name
4. Competing Publications
5. Time Schedule for Publishing
the Book
6. Communication between Author
and Publisher
7. Manuscript Responsibilities
of Author and Publisher
8. Creative Rights of Author
9. Warranties and Indemnities
by Author
10. Permissions to Use Other
Materials
11. Grants by the Publisher
to the Author
12. Author's and Publisher's
Changes in Proofs
13. Publication of the Book
by Publisher
14. Disposition of Manuscript
15. Marketing of the Book
by Author and Publisher
16. Promotion of Book
17. Royalty and Book Inventory
Reports by Publisher to Author
18. Subsidiary Rights and
Royalties
19. Reports by Publisher
to Author
20. Inspection of Publisher's
Accounts by Author
21. Copies of Book to Author
Without Charge
22. Revisions of the Book
23. Assignments and Successors
24. Litigation Against Other
Parties
25. Termination of Contract
26. Editorial Staff Changes
by Publisher
27. Arbitration
28. Notices to Parties
29. Entire Contract and Modifications
30. Waivers and Defaults
31. Governing Law and Jurisdiction
Attachment A. Time Schedule
for Publishing
Attachment B. Marketing Plan
Preamble
This is a
contract between the Author [insert name of Author]* located at
[Insert location] and the Publisher [insert name of Publisher]*
located at [Insert location] to publish a Book [insert ancillaries
if applicable] tentatively titled [Insert title of Book and hereafter
referred to as the "Book."
* Brackets
[ ] in the text means information will be inserted for a specific
contract.
Return
to the table of contents.
1.
Granting of Rights by the Author to the Publisher
The Author
grants to the Publisher the right to publish and market the Book
[Insert for example, in the United States of America, in the English
language, and for ten years] after the date of this contract.
The Author retains all rights not specifically granted to the
Publisher.
Return
to the table of contents.
2.
Electronic Rights
The Author
retains all rights to the Book' for use in all electronic media
presently known or developed in the future.
Return
to the table of contents.
3.
Copyright in Author's Name
The Publisher
will register the copyright in the Author's name no later than
[Insert date] and send a copy of the copyright document to the
Author. The copyright notice and Author's name will appear on
each Book.
Return
to the table of contents.
4.
Competing Publications
A. Until
the expiration of this contract [Insert time such as 10 years],
the Author will not publish or participate in the publication
of a Book on the [Insert the specific subject) to be marketed
at the [Insert the specific educational level for which the
Book is intended].
B. Until the expiration of this contract [insert time such as
10 years}, the Publisher will not publish or participate in
the publication of a book on the [insert the specific topic]
to be marketed at the [insert the specific educational level
for which the Book is intended].
C. If the Publisher is bought or merged with another Publisher
while the Book is being prepared, the new Publisher Will be
obligated under the terms of this contract.
Return
to the table of contents.
5.
Time Schedule for Publishing the Book
A. The Book
will be published by the Publisher by [Insert date] in accordance
with the Time Schedule for Publishing [insert name of Book]
which is Attachment A to this contract.
B. If one party does not meet a deadline date in the Time Schedule
and the parties agree to an extension of time, the number of
extension days agreed upon by the Author and the Publisher will
be added to the final completion date cited in the Time Schedule.
C. If the Author is delinquent in submitting drafts of the manuscript
more than [Insert number of days] days after notification by
the Publisher, the Publisher can terminate the contract and
the Author will return all advances received from the Publisher.
D. If the Publisher is delinquent in editing the drafts more
than [Insert number of days] days after notification by the
Author, the Author can terminate the contract and retain all
the advances and grants. All rights granted to the Publisher
will revert to the Author.
E. The manuscript will conform to the tentative outline of the
Book and the sample chapter attached to this contract. The Publisher
will inform the Author in writing within [Insert number of days,
within days of receipt of the manuscript] if the manuscript,
in the Publisher's opinion, does not conform to the sample chapter.
The Author will have [Insert days) to revise the manuscript.
If the manuscript is revised by the Author and is still not
satisfactory to the Publisher, or if the Author does not agree
with the Publisher's suggestions, the dispute will be submitted
to binding arbitration. The arbitration will follow rules of
the American Arbitration Association as described in Part 26
of this Guide.
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to the table of contents.
6.
Communication between Author and Publisher
Time is of
the essence for both the Author and the Publisher. The Author
and the Publisher will respond to every written and or electronic
communication no later than [Insert number of days] after the
date the original communication is posted.
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to the table of contents.
7.
Manuscript Responsibilities of Author and Publisher
Manuscript
will be provided by and paid for as follows:
|
Provided
by |
Paid
for by |
| Author |
Publisher |
Author |
Publisher |
| Teacher's
manual |
|
|
|
|
| Tests |
|
|
|
|
| Computer
disks |
|
|
|
|
| Workbook |
|
|
|
|
| Student
solution manual |
|
|
|
|
| Teacher
solution manual |
|
|
|
|
| Permissions |
|
|
|
|
| Photographs |
|
|
|
|
| Drawings |
|
|
|
|
| Maps |
|
|
|
|
| Charts |
|
|
|
|
| Computer
screens |
|
|
|
|
| Index |
|
|
|
|
| [Insert
other segments] |
|
|
|
|
Return
to the table of contents.
8.
Creative Rights of Author
No changes
will be made in the content and written expression created by
the Author without the Author's permission except for mutually
agreeable copyediting changes by the Publisher.
Return
to the table of contents.
9.
Warranties and Indemnities by Author
The Author
warrants that he/she has exclusive rights to the Book and it has
not been published previously; that the Book does not, to his/her
knowledge, infringe upon any copyrights or literary rights of
other persons.
Return
to the table of contents.
10.
Permissions to Use Other Materials
At the time
final draft of the manuscript is delivered to the Publisher, the
Author will provide the Publisher with written permissions for
copyrighted materials not in the public domain. The Author will
pay for the permissions [insert, if applicable: except for a non-refundable
$___________ grant paid by the Publisher to the Author.].
Return
to the table of contents.
11.
Grants by the Publisher to the Author
When this
contract is signed by both parties, the Publisher will pay the
Author a non-refundable grant of [Insert amount of money) to defray
the following expenses:
[Insert
expenses (such as software, photocopying, supplies, computers,
and phone) and amounts]
Return
to the table of contents.
12.
Author's and Publisher's Changes In Proofs
The Author
agrees to minimize discretionary changes in the proofs. If the
cost of the Authors discretionary alterations are in excess of
[Insert %] of the original composition costs verified and are
identified in writing by the Publisher at the Author's request,
the excess alteration expenses will be deducted from the Authors
royalties.
Return
to the table of contents.
13.
Publication of the Book by the Publisher
A. The Publisher
will publish the Book at its own expense in accordance with
the Time Schedule for Publishing, Attachment A.
B. If the
Publisher does not publish the Book as stipulated in the previous
paragraph, within [insert number of days] after receiving written
notice from the Author about intention to terminate the contract,
rights to the Book will revert to the Author and the Author
will retain all advances and grants. The Author will be compensated
for the amount of royalties projected by the Publisher when
the Book was planned.
Return
to the table of contents.
14.
Disposition of Manuscript
Within [insert
number of days] days after a written request from the Author,
the Publisher will return the final draft of the manuscript to
the Author. The Author must request the return of the final draft
of the manuscript within [insert number of days] days after the
publication of the Book.
Return
to the table of contents.
15.
Marketing of the Book by Author and Publisher
The Author
and the Publisher will exert their best efforts to market the
Book in accordance with the Marketing Plan for the Book described
in Attachment B of this
contract.
Return
to the table of contents.
16.
Promotion of Book
To promote
the Book, the Publisher may use the Author's name, photograph,
and biographical data in a manner consistent with the Author's
professional stature.
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to the table of contents.
17.
Royalty Payments by Publisher to Author
The Publisher
will pay the Author royalties as follows: [For items A-D below,
insert percent of royalty based on net or gross price for all
parts of the publication such as the Book, teacher's manual, and
computer disks.]
A. Domestic
sales including the United States, territories of the United
States, and Canada.
B. Foreign
sales
C. Publisher's
domestic affiliates and subsidiaries
D. The Book
marketed with other publications
Return
to the table of contents.
18.Subsidiary
Rights and Royalties
A. Subsidiary
rights may be licensed by the Author or the Publisher and the
proceeds allocated as follows:
| Subsidiary
Right |
License
Grantor |
Proceeds
Allocation |
| Author |
Publisher |
Author |
Publisher
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B. The Publisher's
rights in this Part cease if the Publisher is in default of
any responsibility in this contract. The License Grantor will
send a copy of the license to the other party within [Insert
number of days] after signing the license. The Author retains
all subsidiary rights not identified in this Part. The License
Grantor will collect royalties and distribute them in accordance
with Part 19 of this Guide.
Return
to the table of contents.
19.
Royalty and Book Inventory Reports by Publisher to Author
A. Starting
with the date of publication, the Publisher will send the Author
royalty statements and payments of royalties postmarked no later
than [Insert number of days] after the close of each [Insert
number of months] accounting period. The report will include
a column titled "Cumulative to Date' and a second column
"Last Accounting Period":
- Cumulative
to Date:
- Number
of copies
-
- Printed
- Sold
for each royalty rate
- Returned.for
each royalty rate
- Distributed
free
- Unaccounted
for
- Remaining
in inventory
- Royalties
paid Author for each royalty rate
- Last
Accounting Period:
- Number
of copies
-
- Printed
- Sold
for each royalty rate
- Returned
for each royalty rate
- Distributed
free
- Unaccounted
for
- Remaining
in inventory
- Royalty
paid Author for each royalty rate
B. If the
royalty payment is past due, the Publisher will pay to the Author
10% interest per annum on the past-due royalty.
C. Any reserve
retained by the Publisher from royalties against the return
of Books will have the following restrictions:
(1) Will
be established for no more than four accounting periods after
the initial publication of the Book.
(2) Will
not exceed [Insert %] of royalties due for any one period.
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to the table of contents.
20.
Inspection of Publisher's Accounts by Author
Within [Insert
number of days] days of written notice to the Publisher, the Author
or the Author's designated representative will have the right
to audit all of the Publisher's accounts relating to the Author's
royalties. If errors are found that are unfavorable to the Author,
the Publisher will pay the deficit to the Author, within five
days of the agreement to settle, with interest at 10% per annum
from the date of the error(s). If the error(s) exceed 5% of royalties
due the Author, the Publisher will pay for the cost of the audit.
Return
to the table of contents.
21.
Copies of Book to Author Without Charge
Within [Insert
number of days] days after publication, the Publisher will send
to the Author [Insert number of copies] copies of the Book without
charge, The Author may purchase additional copies at [Insert percent]
percent of the lowest price at which the Book is sold in the domestic
trade. These Books are not for resale and are not included in
the Author's royalties.
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to the table of contents.
22.
Revisions of the Book
A. The Author
will be the Author for all revisions of the Book except by agreement
between the Author and the Publisher. This contract will apply
to all future editions of the Book except where otherwise noted.
B. If the
Author declines or cannot revise the Book, the Publisher may
have the Book revised by another qualified author. The original
Author will receive [Insert % of royalty the Author will receive
for each subsequent revision].
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to the table of contents.
23.
Assignments and Successors
This contract
may not be assigned by the Author or the Publisher without the
written consent of the other party. The Author may assign royalty
payments without the Publisher's consent. The contract will be
binding on the Author and the Publisher and their heirs, assigns,
successors, and administrators.
Return
to the table of contents.
24.
Litigation Against Other Parties The Author and the Publisher
may litigate jointly against other parties about issues concerning
the Book. If either party does not participate in the litigation,
the party that litigates will deduct expenses and share the compensation
equally with the non-litigating party.
Return
to the table of contents.
25.
Termination of Contract
A. The Author,
by written notice to the Publisher, has the right to terminate
this contract for the following reasons:
(1) The
Publisher fails to publish and market the Book as specified
in Part 15.
(2) The
Publisher does not mail royalty statements and royalty payments
as stipulated in Part 17.
(3) The
Publisher declares the Book out-of-print and within [Insert
number of days] days of written notice from the Author, the
Publisher does not print additional copies. The Book is out-of-print
when sufficient printed copies are not in stock for sale in
the customary marketing channels for the Book.
(4) The
Publisher becomes bankrupt or insolvent, or the Publishers assets
are assigned to a creditor. 7
(5) The
Publisher is purchased by another entity (Publisher, corporation,
etc.) unacceptable to the Author. Unacceptability may result
when the merged entity has a competing work, lacks marketing
expertise appropriate for the Author's work, or such other cause
as would result in reduced efforts to market the work.
B. If this
contract is terminated by the Author for reasons identified in
Part 25A, all of the Publishers rights revert to the Author and
the Author has the right to purchase the media by which the Book
was printed such as computer disks, imposed film, printing plates,
and offset negatives. The Author's request for the media must
be made within [Insert number of days) days of the termination
notice and the price will be the lesser of cost or remaining value.
C. If the
contract is terminated by the Publisher, all of the Publisher's
rights revert to the Author and the Author has the right to purchase
the media by which the Book was printed such as computer disks,
imposed film, printing plates, and offset negatives. The Author's
request for the media must be made within [Insert number of days)
days of the termination notice and the price will be the lesser
of cost or remaining value.
Return
to the table of contents.
26.
Editorial Staff Changes by Publisher
Should the
editorial staff responsible for publishing any edition of the
Book change while the Book is under development, the Publisher
will notify the Author immediately and will seek advice from the
Author of a suitable and mutually acceptable replacement.
Return
to the table of contents.
27.
Arbitration
Disputes between
the parties arising out of this contract will be submitted to
binding arbitration in [Insert a city] in accordance with the
rules of the American Arbitration Association. The arbitration
award may be entered in a court of proper jurisdiction.
Return
to the table of contents.
28.
Notices to Parties
A. When
written notice is required by this contract, it will be transmitted
by certified mail, return receipt requested, addressed to the
Author or Publisher at the addresses identified in the introduction
to this contract. Changes of addresses must be made by written
notice to the other party within [Insert number of days] days
after the change.
B. All dates
referred to in this contract mean the post-marked date on the
envelope in which the communication is sent.
Return
to the table of contents.
29.
Entire Contract and Modifications
This contract
is the entire contract between the parties and all modifications
must be in writing and signed by both parties.
Return
to the table of contents.
30.
Waivers and Defaults
If there is
a waiver of a breach or default in this contract, it will not
be deemed a waiver of a later breach or default of either the
same provision or any other provision of this contract.
Return
to the table of contents.
31.
Governing Law and Jurisdiction
This contract
will be governed by the law of the State of (Insert name of state.]
In witness whereof, the Author and Publisher have signed this
contract on the dates following their signatures.
|
| _________________________ |
|
_________________________ |
| Author |
|
Publisher |
|
|
_________________________ |
|
|
Title |
|
| _________________________ |
|
_________________________ |
| Date |
Return
to the table of contents.
Attachment
A: Time Schedule for Publishing [Insert name of Book]
[Insert date]
The Author
and the Publisher agree to this Time Schedule and the conditions
as described in Part 5 of the contract for this Book.
| Manuscript
sent from |
Unit
1
See
Note A
|
Unit
2 |
Unit
3 |
Unit
4 |
| Draft
1 |
| Author
to Editor |
See
Note B
|
|
|
|
| Author
to Editor |
|
|
|
|
| Editor
to Author |
|
|
|
|
| Draft
2 |
| Author
to Editor |
|
|
|
|
| Editor
to Author |
|
|
|
|
| Author
to Editor |
|
|
|
|
| The
Book will have a [Insert year] copyright. |
| Final
manuscript will be transmitted to the printer by [Insert date]. |
| The
Book will enter the production process by [Insert date]. |
| The
Book will be printed by [Insert date]. |
| The
Book will be available for adoption by [Insert date]. |
|
NOTE
A: "Unit" can be any segment of the Book as for
example single or several chapters of the Book.
|
|
NOTE
B: Author and Publisher will agree upon dates to insert
for each draft of each unit.
|
Return
to the table of contents.
Attachment
B:Marketing Plan for [Insert name of Book.]
[Insert date.]
The Author
and the Publisher agree to this Marketing Plan and the conditions
as described in Part 15 of the contract for this Book.
- [Insert
information such as:]
- Number
of copies for first printing
- Budget
for marketing
- Advertised
number of times in specific journals
- How listed
in Publisher's catalog
- Advertising
comparable to another book now on the market
- Listed
in catalog with copy provided by Author
- Author's
presentations at professional meetings and who will fund expenses
- Author
approval of cover for Book.
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to the table of contents.
|
