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AGREEMENT made by and between ____________
whose address is _________________________
and who is a citizen of __________________ (hereinafter
referred to as "Proprietor"), his or her heirs, executors,
administrators, successors and assigns;
And ______________________, a company or corporation of the
state of __________________ with its principal offices at
(hereinafter referred to as "Publisher"), its successors and
Concerning a Work presently titled: (hereinafter referred to as the "Work").
In consideration of the mutual covenants herein contained, the
parties agree as follows:
1. The grant
A. The Proprietor grants to the Publisher the "Mass Market
Paperback Rights" to a Work with the tentative title noted above.
The Publisher shall have the exclusive right to publish, or
authorize others to publish softcover editions of the Work to be
distributed primarily through independent magazine wholesalers
and to direct accounts.
B. All rights not specifically granted herein to the Publisher
shall be reserved to the Proprietor. The Proprietor shall not
exercise or dispose of any reserved rights in the Work in such a
way as to materially adversely affect the value of the rights
granted to the Publisher under this Agreement.
2. The territory
This grant of rights shall be exclusive in the United States,
its territories and possessions and Canada.
3. The term
This grant of rights shall run for a period of five (5) years.
4. The manuscript
A. The Proprietor agrees to deliver to the Publisher, not
later than , 20 ___, two (2) complete typewritten
or computer generated (or on computer disk in a format acceptable
to Publisher) manuscripts of the Work in the English language,
approximately _____ words in length and ready to set into
type. The Proprietor agrees that the Proprietor shall have
retained copies of the manuscript as delivered to the Publisher.
B. Authorizations. The Proprietor shall deliver written
authorizations for the use of any materials owned by a third
party included in the manuscript.
C. Right to select. The Publisher shall have the right to
publish and promote the Work in suitable style as to paper,
printing, binding, cover and/or jacket design and to fix or alter
title and price.
D. Additional Materials. The Proprietor shall provide
photographs, drawings and other illustrative materials
(hereinafter collectively referred to as "Additional Material"),
used in the trade hardcover or softcover editions to the
Publisher with the delivery of the manuscript. If the Proprietor
fails to deliver Additional Materials, the Publisher shall have
the right to cause the same to be acquired or prepared and to
charge the cost of such acquisition or preparation to the
A. The publisher will, in all published versions of the Work,
place a Copyright Notice showing that the owner of the copyright
rights in and to the Work is the Author and that this is a
paperback reprint of a Work previously published by the
Proprietor. Publisher shall register said copyright at
Publisher's expense with the United States Copyright Office.
B. Documents. The Proprietor shall execute and deliver to the
Publisher any documents necessary or desirable to evidence or
effectuate the rights granted to the Publisher under this
The Proprietor represents and warrants to the Publisher that:
(i) the Work is not in the public domain; (ii) the Proprietor is
the sole proprietor of the Work and has full power, free of any
rights of any nature whatsoever in any one that might interfere
therewith, to enter into this Agreement and to grant the rights
hereby conveyed to the Publisher; (iii) the Work has not
heretofore been published in mass market paperback form in whole
or in part; (iv) the Work does not, and if published will not,
infringe upon any proprietary right at common law, or any
statutory copyright, or any other right whatsoever; (v) the Work
contains no matter whatsoever that is obscene, libelous, in
violation of any right of privacy, or otherwise in contravention
of law or the right of any third party; (vi) all statements of
fact are true or based upon reasonable research; (vii) the Work,
if biographical or "as told to the Author", is authentic; and
(viii) the Proprietor will not hereafter enter into any agreement
or understanding with any person, firm, or corporation that might
conflict with the rights herein granted to the Publisher.
5. Publication of the Work
The Publisher agrees that the Work, if published, shall be
published at its own expense and under such imprint as it deems
6. Proofreading and Changes in Proof
The Publisher shall furnish the Proprietor with a galley proof
of the Work. The Proprietor agrees to read, correct and return
all proof sheets within thirty (30) days of receipt thereof. If
the Proprietor fails to return the proof within the time
specified above, the Publisher may publish the Work without the
Proprietor's approval of the proof.
7. Advance Royalties
The Publisher shall pay to the Proprietor, as a guaranteed
advance against all royalties and other payments to be earned as
royalties, the sum of $4,000., payable as follows: $2.000. on
execution of this Agreement and $2,000. on delivery of the
manuscript in compliance with Paragraph 4, hereof.
8. Earned Royalties
A. Regular sales. On all net copies sold, except as provided
below, a royalty of eight percent (8%) of the Publisher's list
price per copy on the first one-hundred thousand copies and ten
percent (l0%) thereafter. Copies sold pursuant to any other
subparagraph of this Paragraph shall not be counted in computing
sales pursuant to this Paragraph.
B. Discounted sales. On all net copies sold where the
discount to dealers or others in the continental United States is
fifty percent (60%) or more of the List Price, a royalty equal to
one-half the regular royalty.
C. Remainder sales. On all copies destroyed, given away or
sold at or below cost, no royalties shall be paid. On overstocks
or damaged copies, a royalty of ten percent (10%) of the net
amount that the Publisher receives in excess of manufacturing
cost, if the Publisher disposes of all or a part of the stock at
the best prices it can secure.
D. As used herein, the term "Publisher's list price" or "List
Price" refers to the sale price established by the Publisher
before addition of a factor to cover the cost of freight (or
handling charges for mail order sales) and which appears on the
jacket or cover of the Work ("cover price") and may appear in
connection with promotion or advertising of the Work.
E. Statements. The Publisher shall render to the Proprietor or
his or her duly authorized representative on or before April 30
and October 31 of each year, statements of net sales up to the
preceding December 31 and June 30 respectively and, if the earned
royalties exceed the guaranteed advance royalties and the amount
withheld and deducted by the publisher pursuant to this
Agreement, the Publisher shall make simultaneous settlement in
cash. However, if such balance is less than twenty-five dollars
($25.00), no payment shall be required until the next settlement
period in which the balance has reached twenty-five dollars.
F. Reserve against returns. In making accountings, the
Publisher shall have the right to allow for a twenty percent
(20%) reserve against returns. If royalties in excess of the
guaranteed advance payment have been paid on copies that are
thereafter returned, the Publisher shall have the right to deduct
the amount of such royalties on such returned copies from any
future payments under this Agreement.
9. Proprietor's Copies
The Publisher shall furnish to the Proprietor, twenty (20)
free copies of each edition of the Work published by the
Publisher. The Proprietor shall be permitted to purchase further
copies in full-carton lots for the Proprietor's personal use and
not for resale at a discount of fifty percent (50%) from the
retail list price, to be paid for upon receipt of the Publisher's
invoice. No royalties shall be paid to the Proprietor on these
10. Discontinuance of Publication
If the Work goes out of print in all editions and if the
Publisher fails to reprint, or to cause a licensee to reprint, an
edition within six (6) months after receipt of written notice
from the Proprietor, the Proprietor may terminate this Agreement
by written notice. Upon such termination, all rights granted
hereunder, except the rights to dispose of existing stock, shall
revert to the Proprietor, subject to rights which may have been
granted to third parties pursuant to this Agreement, and the
Publisher shall be under no further obligations or liability to
the Proprietor except that the Proprietor's share of earnings
hereunder shall be paid when and as due.
The Work shall not be deemed "out of print" within the meaning
of this Paragraph as long as it is available for sale either from
stock in the Publisher's or licensee's warehouse or in regular
11. Infringement of Copyright
If during the existence of this Agreement the copyright shall
be infringed or a claim for unfair competition shall arise from
the unauthorized use of the Work or any part thereof, but not
limited to, the format thereof or the characters or situations
contained herein, and if the parties proceed jointly, the
expenses and recoveries, if any, shall be shared equally, and if
they do not proceed jointly, either party shall have the right to
prosecute such action, and such party shall bear the expenses
thereof, and any recoveries shall belong to such party. If such
party shall not hold publishing rights under the copyright, the
other party hereby consents that the action be brought in his or
12. Failure to Publish
If the Publisher fails to publish the Work within twelve (12)
months from the date of acceptance of the completed manuscript by
the Publisher, the Publisher's right to publish this Work
pursuant to this Agreement shall terminate and revert to the
Proprietor. The parties furthermore agree that the only damages
recoverable by the Proprietor shall be confined to the advance
13. Prior Publication
Proprietor shall notify Publisher promptly of any publication
of the Work prior to Publisher's publication date and shall
furnish Publisher with such copyright notices, credits, or
registered assignments of copyright as may be deemed necessary
for protection of Publisher's edition of the Work.
Publisher may not include any advertisements in its edition of
the Book without prior written consent of the Proprietor, except
for "house ads" for, and listings of, other Publisher's books
which ads may appear either before or after the text, and which
shall not require the Proprietor's approval or consent.
15. Rights surviving termination
In the event of the termination of this Agreement as elsewhere
herein provided, any rights reverting to the Proprietor shall be
subject to all licenses and other grants of rights theretofore
made by the Publisher to third parties, and to the rights of the
Publisher to proceeds of such licenses and grants.
Regardless of the place of its physical execution, this
Agreement shall in all respects be interpreted, construed and
governed by the laws of the State of _____________.
17. Modification or waiver
This agreement constitutes the complete understanding of the
parties. This Agreement may not be modified or altered except by
written instrument executed by the Proprietor and the Publisher.
No waiver of any term or condition of this Agreement or of any
breach of this Agreement or of any part thereof, shall be deemed
a waiver of any other term or condition of this Agreement or of
any later breach of the Agreement or of any part thereof.
Any written notice required under any of the provisions of
this Agreement shall be deemed to have been properly served by
mailing such notice to either of the parties hereto at the
addresses set forth above, except as the addresses may be changed
by notice in writing. Mailed notices shall be sent by registered
or certified mail, return receipt requested.
19. Execution and delivery of contract
If this Agreement shall not be signed by the Publisher, or his
or her agent, and returned to the Proprietor within a period of
thirty (30) days from the date of its transmittal to the
Publisher , the Proprietor shall have the option to withdraw its
offer of agreement. The Proprietor may withdraw his offer of
agreement at any time prior to delivery of the signed agreement
to the Proprietor by the Publisher.
20. Captions and marginal notes
Captions and marginal notes are for convenience only and are
not to be deemed part of this Agreement.
This Agreement shall be binding upon the heirs, executors,
administrators or assigns of either party. No assignment, other
than an assignment by operation of law or by the Publisher to an
affiliate of the publisher, shall be made without the prior
written consent of the other party.
22. Use of Author's name
The Publisher shall have the right to use, and to license
others to use, the Author's name, likeness and biographical
material for the purpose of advertising, publishing and promoting
the Work. Such authorization shall be delivered to the Publisher
by the Proprietor.
23. Bankruptcy and Liquidation
If the Publisher is adjudicated as bankrupt or liquidates its
business, this agreement shall thereupon terminate, and all
rights granted to the Publisher shall automatically revert to the
Upon such termination, the Proprietor, at his or her option,
may purchase the film, plates and other manufacturing materials
as well as any remaining book stock for one-half of their
manufacturing costs. This option must be exercised by the
Proprietor within sixty (60) days of notice by the Publisher.
If any difference shall arise between the parties to this
Agreement touching the meaning of this Agreement or the rights
and liabilities of the parties thereto, the same shall be
referred to the arbitration of two persons (one to be named by
each party) or their mutually agreed umpire, in accordance with
the Rules of the American Arbitration Association; judgment on
the award rendered may be entered in any court having
25. Disputes-attorneys' fees
In any action upon this agreement, including litigation and
arbitration, the party which prevails will have all attorneys'
fees and costs paid by the losing party.
IN WITNESS WHEREOF the parties hereto have executed and duly
witnessed this Agreement as of the day and year written below.