(from Lloyd Jassin, copylaw.com)
I. General Provisions
1. Name/address of parties
2. Description of work (synopsis)
-Tentative title, number of words, illustrations, intended audience, fiction, non-fiction, etc.
II. Grant of Rights and Territory
1. Is it an assignment of “all rights” or a license agreement?
2. Term or time period (i.e., usually the life of the copyright)
3. Geographic scope
a) The world?
b) Limited (e.g., U.S., its possessions and Canada)
4. Exclusive rights granted
a) Primary rights
b) Secondary (subsidiary rights)
1) First serial (i.e., pre-publication excerpts)
2) Second serial
-Merchandising (commercial tie-in) rights
-Foreign translations rights
-British Commonwealth rights
III. Manuscript Delivery
1. Delivery requirements
a) When due? Is the date realistic? Time is of the essence?
b) What format? Specify size of paper, spacing, margins, etc.
c) What to deliver?
-Number of manuscript copies, disks (what file format?)
-Index (who pays?)
-Number of illustrations, charts, photos (who pays?)
d) Copyright permissions and releases
-Scope of rights (does it parallel grant of rights?)
2. Manuscript Acceptance
a) Criteria: Satisfactory in “form and content” or at “sole discretion” of the
publisher? ( note: acceptability is often a “flashpoint” for litigation)
b) Termination for unsatisfactory manuscript
c) Termination for changed market conditions
d) How is notice of acceptance or dissatisfaction given
e) Good faith duty to edit
f) Return of the author advance
-First proceeds clause
-False first proceeds clause
IV. Copyright Ownership
1. In whose name will work be registered?
2. When will work be registered? (Should be done within statutory period)
3. Joint authors and collaboration agreements
4. Work for hire
5. Reserved rights
V. Author’s Representations & Warranties
1. Author sole creator
2. Not previously published; not in public domain
3. Does not infringe any copyrights
4. Does not invade right of privacy or publicity
5. Not libelous or obscene
6. No errors or omissions in any recipe, formula or instructions
7. Limited only to material delivered by Author
VI. Indemnity & Insurance Provisions
1. Author indemnifies publisher
2. Does indemnity apply to claims and breaches?
3. Can publisher withhold legal expenses? Is it held in interest bearing account?
4. Is author added as additional insured on publisher’s insurance?
5. Does publisher have ability to settle claims without prior approval of
author? If so, are there a dollar amount limitation?
1. Duty to Publish within [insert number] months
a) Force majeure (acts of god)
– Any cap on delays?
2. Advertising and promotion
3. Right to use author’s approved name and likeness
4. Bound galleys/review copies
5. Style or manner of publication
a) Title consultation or approval?
b) Book jacket
– Right of consultation? Approval?
c) Changes in manuscript
6. Initial publication by specific imprint or publisher may sublicense rights?
VIII. Money Issues
1. Advance against future royalties
2. When payable? (in halves, thirds, etc.)
3. Royalties and subsidiary rights:
a) Primary rights
-Trade paperback royalties
-Mass market royalties
1) deep discount and special sales
2) mail order sales
3) premium sales
4) small printing
5) slow moving inventory
b) Secondary (subsidiary) rights royalty splits
-Book club (sales from publisher’s inventory v. licensing rights)
-Serialization (first serial, second serial)
-Anthologies, selection rights
-Large print editions
-Future (i.e., new) technology rights Is the right to intermingle with third party content included?
4. Reasonable reserve for returns
a) What percentage withheld?
b) When liquidated?
5. What is royalty based on? (retail price? wholesale price? net price?)
a) At average discount of 50 percent, 20 percent of net is same as 10 percent of list
b) At average discount of 40 percent, 16-2/3 percent of net is same as 10 percent of list
c) At average discount of 20 percent, 12-1/2 percent of net is the same as 10 percent of list
6. Recoupment of advances
IX. Accounting Statements
1. Annual, semiannual, or quarterly statements
2. Payment dates
4. Audit rights
5. Limit on time to object to statements
6. Limit on time to bring legal action
7. Examination on contingency basis
8. Pass through clause for subsidiary rights income
9. Reversion of rights for failure to account (important clause with smaller houses)
X. Revised Editions
2. By whom?
3. Royalty reductions if done by third party
4. Sale of revised edition treated as sale of new book?
5. Reviser/Author credit
1. Definition of next work
2. When does option period start?
3. Definiteness of terms (i.e., is option legally enforceable?)
4. What type of option? (e.g., first look, matching, topping)
XII. Competing Works
1. How is competing work defined?
2. How long does non-compete run?
3. Any reasonable accommodations?
1. How defined?
2. Notice requirements
3. Author’s right to purchase plates, film, inventory
1. What triggers reversion of rights?
a) Failure to publisher within [insert number] months of manuscript acceptance
b) Failure to account to author after due notice
c) Failure to keep book in print (see Section X)
2. Survival of Author’s representations and warranties
3. Licenses granted prior to termination survive
1. Choice of governing law
2. Mediation / Arbitration clauses
5. Literary agency clause
This work licensed under a Creative Commons License.