TRADE BOOK PUBLISHING AGREEMENT CHECKLIST
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| I. |
General Provisions |
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1. |
Name/address of parties |
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2. |
Description of work (synopsis)
-Tentative title, no. of words, illos, intended audience, fiction, non-fiction,
etc.
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| II. |
Grant of Rights and Territory |
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1. |
"All rights" or license? |
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2. |
Term or time period (i.e., usually the life of
the copyright) |
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3. |
Geographic scope
a) The world?
b) Limited (e.g., U.S., its possessions and Canada) |
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4. |
Exclusive rights granted
| a) |
Primary rights
-Hardcover
-Trade paperback
-Mass market
-Direct mail
-Language(s)
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| b) |
b) Secondary (subsidiary rights)
-Periodical rights
1) First serial (i.e., pre-publication excerpts)
2) Second serial
-Book club
-Dramatic rights
-Film/TV rights
-Videocassette/audiocassette
-Radio rights
-Merchandising (commercial tie-in) rights
-New Technology
-Foreign translations rights
-British Commonwealth rights |
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| III. |
Manuscript Delivery |
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1. |
Delivery requirements
| a) |
When due? Date realistic? Time is of the essence? |
| b) |
What form (paper, spacing, margins.)? |
| c) |
What to deliver?
-No. of manuscript copies, disks (what WP format?)
-Index (who pays?)
-No. of tables, illustrations, charts, photos (who pays?) |
| d) |
Copyright permissions and releases
-Scope of rights
-Who pays? |
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2. |
Manuscript Acceptance
| a) |
Criteria: Satisfactory in "form and content"
or "sole discretion of publisher? |
| b) |
Termination for unsatisfactory manuscript |
| c) |
Notice of acceptance/dissatisfaction |
| d) |
Good faith duty to edit |
| e) |
Return of advance
-First proceeds clause
-False first proceeds clause |
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| IV. |
Copyright Ownership |
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1. |
"All rights" vs. exclusive license |
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2. |
In whose name will work be registered? |
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3. |
When will work be registered? (Should be done
within statutory period) |
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4. |
Joint authors and collaboration agreements |
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5. |
Work for hire
| a) |
Freelancers |
| b) |
Contributors |
| c) |
Employees |
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6. |
Use of name/likeness |
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7. |
Reserved rights
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| V. |
Authors Representations and Warranties (Not negotiable!) |
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1. |
Author sole creator |
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2. |
Not previously published; not in public domain |
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3. |
Does not infringe any copyrights |
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4. |
Does not invade right of privacy or publicity |
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5. |
Not libelous or obscene |
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6 |
No errors or omissions in any recipe, formula
or instructions |
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7. |
Limited only to material delivered by Author
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| VI. |
Indemnity/Insurance |
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1. |
Author indemnifies publisher |
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2. |
Indemnities applicable to "claims, "
"allegations," and/or "breaches"? |
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3. |
Withholding of legal expenses. Held in interest
bearing account? |
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4. |
Include Author as additional insured on publisher's
insurance? |
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5. |
Does publisher have ability to settle claims without
prior approval of Author? If so, are there a dollar amount limitation?
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| VII. |
Publication |
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1. |
Duty to Publish within ? months
a) Force majeure
-- Any cap on delays? |
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2. |
Advertising and promotion |
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3. |
Bound galleys/review copies |
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4. |
Style or manner of publication
| a) |
Title consultation or approval? |
| b) |
Book jacket
-- Right of author consultation? Approval? |
| c) |
Changes in manuscript |
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5. |
Editor/Imprint
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| VIII. |
Money Issues |
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1. |
Advance against future royalties |
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2. |
When payable? (in halves, thirds, etc.) |
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3. |
Royalties and subsidiary rights:
| a) |
a) Primary rights
-Hardcover royalties
-Trade paperback royalties
-Mass market royalties
-Royalty escalation(s)
-Bestseller bonus
-Royalty reductions
1) deep discount and special sales
2) mail order sales
3) premium sales
4) small printing
5) slow moving inventory |
| b) |
b) Secondary (subsidiary) rights royalty splits
-Book club
-Serialization (first serial, second serial)
-Anthologies, selection rights
-Large print editions
-Hardcover
-Trade paperback
-Mass market
-Foreign translation
-British Commonwealth
-Electronic // new technology rights
. Is the right to intermingle with third party content included?
-Audio rights
-Motion picture/TV
-Merchandising |
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4. |
Reasonable reserve for returns
| a) |
What percentage withheld? |
| b) |
When liquidated? |
|
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5. |
Definition of royalty base (retail price, wholesale,
net price?)
| a) |
At average discount of 50%, 20% of net is same
as 10% of list |
| b) |
At average discount of 40%, 16-2/3% of net is
same as 10% of list |
| c) |
At average discount of 20%, 12-1/2% of net is
the same as 10% of list |
|
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6. |
Recoupment of advances
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| IX |
Accounting Statements |
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1. |
Annual, semiannual, or quarterly statements? |
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2. |
Payment dates |
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3. |
Cross-collateralization |
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4. |
Audit rights |
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5. |
Limit on time to object to statements |
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6. |
Limit on time to bring legal action |
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7. |
No examination on contingency basis |
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8. |
Pass through clause for subsidiary rights income
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| X. |
Revised Editions |
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1. |
Frequency |
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2. |
By whom? |
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3. |
Royalty reductions if done by third party |
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4. |
Sale of revised edition treated as sale of new
book |
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5. |
Reviser/Author credit
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| XI. |
Option |
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1. |
Definition of next work(s) |
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2. |
When does option period start? |
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3. |
Definiteness of terms |
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4. |
What type of option? (e.g., first look, matching,
topping )
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| XII |
Competing Work |
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1. |
How is competing work defined? |
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2. |
How long does non-compete run?
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| XIII. |
Out-of-Print |
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1. |
How defined? |
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2. |
Notice requirements |
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3. |
Author's right to purchase plates, film, inventory
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| XIV. |
Termination |
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1. |
What triggers reversion of rights? |
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2. |
Survival of Author's representations and warranties |
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3. |
Licenses granted prior to termination survive
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| XV. |
Miscellaneous |
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1. |
Choice of governing law |
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2. |
Arbitration clause |
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3. |
Bankruptcy |
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4. |
Modification |
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5. |
Literary agency clause (assignment of X% to author's
agent) |
