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AGREEMENT made on [Date] by and between [Name] of [Address] hereinafter referred to as "Collaborator", his or her heirs, executors, administrators, successors and assigns; and [Name] of [Address] hereinafter referred to as "Author"), his or her heirs, executors, administrators, successors and assigns;
Concerning a book presently titled:
In consideration of the mutual covenants herein contained, the parties agree as follows:
1. Purpose. The parties undertake to collaborate in the writing of a nonfiction book ("the Work") with the above noted tentative title. An outline of the Work is attached to this agreement and made part of it by this reference.
2. Responsibilities. Each party shall work cooperatively with the other to provide and develop ideas and text for the Work. They shall also cooperate in efforts to secure publication of the Work and to market other rights in it to the maximum extent possible.
3. Decisions. All decisions of all kinds affecting the Work and its commercial use and value shall be jointly made. Specifically, no decision about the employment of professional advisors and representatives, or about the style and content of the Work (except as Paragraph 4 provides), or about agreements and contracts concerned with the Work, shall be made unless both parties agree.
4. Authority. The parties shall work together in the following way:
Collaborator shall provide a detailed outline of information about the subject matter, including technical information, experiences and anecdotes, and descriptions of equipment and locales. He or she shall also provide taped statements and descriptions of the characters. Author shall incorporate the outline and taped material into a manuscript.
Collaborator shall then review and make suggestions for the revision of the manuscript.
Collaborator shall have final authority over the technical contents of the manuscript, and Author shall have final authority over the style and manner of presentation of the material in the manuscript.
5. Deadline. The parties intend to complete the Work by [Date]. If they do not, they may mutually agree to extend the deadline for completion. If they do not mutually extend the deadline, they shall decide which of them, if either, may complete the Work. If they agree, they shall write out and sign the terms of their agreement at that time.
6. Arbitration. If the parties cannot agree on a new deadline or who should complete the Work, they shall attempt to mediate their dispute, jointly agreeing on a mediator. If no mediation takes place within (--) days from the deadline, or if one or more mediation sessions are held but do not result in agreement, the dispute shall be decided by arbitration following the rules and procedures of the American Arbitration Association. The settlement agreement, if any, or the arbitrator's award, shall determine all rights either may have arising out of this collaboration agreement. Judgment on the award rendered may be entered in any court having jurisdiction thereof.
7. Copyright. If the Work is completed, the parties shall hold joint copyright in it.
8. Contracting with a publisher. If the Work is completed, the parties shall work together to find a publisher for it. Neither may enter into an agreement for publication of the Work without first obtaining the other's consent and signature on the publication agreement.
9. Division of payments. All payments, of whatever kind, resulting from publication of the Work and the license, sale, or other disposition of subsidiary rights in the Work shall be divided equally between the parties. If possible, each party's share shall be paid directly to that party.
10. Credits. Authorship credit for the Work shall be equal for the parties, and their names shall appear in alphabetical order.
11. Changes. Neither party may make changes in the Work after its completion without the written consent of the other. That consent shall not be unreasonably withheld.
12. Assignment. Either party may assign his or her rights to income from publication of the Work or the disposition of subsidiary rights to a third party, but that third party shall have no other rights in or to the Work, and the assignment shall be effective only if the assigning party notifies the other party in writing. Neither party may assign any rights or obligations of this agreement without first obtaining the other party's written consent.
This agreement shall benefit and bind the successors, personal representatives, and assigns of the parties, but neither party may assign his or her rights, except the right to royalties or other income from the Work, without first obtaining the other party's written consent, and the assignment of royalties or other income shall be effective only if the assigning party first notifies the other party of the assignment in writing.
13. Expenses. The parties must agree before incurring any expenses in connection with the Work. Those expenses shall be shared equally by the parties.
14. Not a partnership. Nothing in this agreement shall be deemed to create a partnership or a join venture between the parties, who are collaborators on this single work.
15. Term of agreement. Unless this agreement is first terminated by a settlement agreement or arbitration award, or by the death or disability of one or both of the parties, its term shall equal the copyright in the Work, including all extensions.
16. Death or disability. If either party is unable to complete his or her work on the manuscript, for any reason, the survivor may complete it, alone or with another, as if the survivor were the sole author. The party who is unable to complete his or her work shall nevertheless receive credit as a co-author of the Work and that party, or his or her estate, shall receive that party's prorated share in the income from publication of the Work and disposition of subsidiary rights in it, taking into account the parties' respective contributions to the completed Work, after deducting expenses incurred in completing the Work, including any salaries, fees, or royalties paid to another to complete the Work. The surviving party shall have sole authority to make all decisions otherwise required to be made jointly under this agreement if the other party is disabled or deceased.
17. Competition. During the three years after first publication of the Work, or until [Date], whichever occurs sooner, neither party may publish or allow the publication of a sequel to the Work without the prior written consent of the other. A work is a "sequel" if it is substantially based on the material in the Work, deals with the same subject, is similar in style, development, and presentation to the Work, and is pointed toward the same market as that for the Work.
18. Ownership of reference materials. Reference material collected by either party in preparation for the Work (i.e., tapes, reference books, equipment, etc.) shall belong to that party if acquired at his or her expense. If acquired at the expense of both parties, that material shall belong to both parties and shall be disposed of only by the parties' agreement.
19. Warranty. Each party represents and warrants that he or she has full power to enter into this agreement and that any material provided for the Work does not infringe or violate the rights of any other person, including but not limited to copyright, and is original. Each party shall hold the other harmless from, and indemnify the other against, all damages and costs, including reasonable attorneys' fees, from any breach of these warranties and representations.
20. Arbitration. Any dispute or claim arising out of or relating to this Agreement or any breach of this Agreement may be submitted to mediation under terms to be agreed on by the parties at the time. Should the parties fail to agree on a mediation procedure or should a mediation session be held and fail to produce agreement, the dispute or claim shall be submitted to arbitration in accordance with the Rules of the American Arbitration Association; judgment on the award rendered may be entered in any court having jurisdiction thereof.
21. Modification or waiver. This agreement constitutes the entire understanding of the parties and may be modified only by a written statement signed by both of them. 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.
22. Cooperation. The parties agree to perform all acts and execute all documents necessary or desirable to carry out this agreement.
23. Interpretation. 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 [State].
24. 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 first written above.
This Section for Notary:
STATE OF -------)
) ss: [date]
COUNTY OF ------)
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
[Name of Notary Public]
My commission expires: [date]