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Literary Agency Agreement
AGREEMENT made on [Date] by and between [Name] of [Address] hereinafter referred to as "Client", his or her heirs, executors, administrators, successors and assigns; and [Name] of [Address] hereinafter referred to as the "Work", his or her heirs, executors, administrators, successors and assigns; in consideration of the mutual covenants herein contained, the parties do hereby agree as follows:
Concerning book(s), manuscript(s) or software presently titled:
1. Scope. Client appoints Agent as sole and exclusive agent throughout the world pursuant to the following agreements and understandings:
(a) Agent shall counsel and advise Client professionally and shall market all of Client's literary rights, primary and subsidiary, including but not limited to publishing, motion picture, stage, radio, and television rights, in all the literary material which Client submits to Agent during the term of the agency, and the pre-existing literary material listed above.
(b) The term "Literary Material" includes any material which Client may now, or at any time during the term of this agreement, own or to which Client may have any right, title, interest, or control, including, but not limited to, literary, dramatic, and musical material, books, plays, dramas, stories, episodes, scripts, recordings, motion pictures and radio and/or television programs, formats, and outlines.
2. Best effort. Agent agrees to exercise his or her best efforts in marketing Client's literary material and promoting Client's professional standing.
3. Representation. Agent retains the right to represent anyone else in any capacity provided such representation does not lessen Agent's capacity to represent Client's Work.
4. Sub-agents. Agent may appoint others to assist in fulfilling this agreement, including sub-agents.
5. Client's approval. Agent agrees to submit to Client any offers received. No agreement shall bind Client without Client's consent and signature.
6. Collections. Agent agrees to collect and receive for Client all monies due from marketing Client's literary rights, to hold that money safely while it is in Agent's possession and control, and to remit it to Client within [--] days after Agent receives it.
7. Commissions. Agent shall be entitled to retain as Agent's full agency commission:
(a) [--%] of all monies collected from the sale of the Work, except
(b) [--%] of the net billed amount (not including shipping charges) on distribution contracts negotiated by agent.
(c) If Agent appoints a sub-agent to sell foreign rights, or if another agent represents Client's literary material, the combined commission for all such co-agents shall not exceed [--%].
(d) Whenever foreign taxes are deducted at the source of monies due, Agent's commission shall be based on the balance after said tax deduction.
8. Expenses. Agent shall be entitled to deduct and retain from such monies the full amount of direct out-of-pocket expenses such as but not limited to copyright fees, manuscript preparation, telephone calls and postage. Agent shall obtain approval from Client before incurring any expenses over [$------]. Agent may deduct travel expenses Agent incurs on Client's behalf only if Client approves them in advance.
9. Records. Agent shall maintain accurate books and records of Client's account, and shall submit complete and accurate statements to Client semi-annually. Client shall have the right to inspect and audit (or have Client's accountant inspect and audit) those books, during normal business hours and after giving Agent reasonable written notice. Such inspection shall be at Client's own expense, but if the audit uncovers an error in Client's favor greater than [--%], Agent will bear the expense.
10. Term. Client and Agent recognize it may take years to sell the Work. This agreement shall have an initial term of [--] year(s), beginning on the date of the signing of this Agreement. The Agreement shall renew automatically for additional terms of [--] year(s) unless terminated by [--] days' prior written notice by either party to the other. If within [--] days after the date of termination Client, or an agent representing Client, enters into a contract for the sale of literary rights with respect to which Agent had been negotiating before the termination, and the terms obtained in the contract are no more favorable than the terms which Agent had obtained, then that contract shall be deemed entered into during the term of this agreement.
11. Mail. Mail addressed to Client may be opened and processed by Agent unless marked "Personal" or is otherwise apparently personal in nature, in which event, it shall be forwarded promptly to Client.
12. Arbitration. If any difference shall arise between the Agent and the Client 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) familiar with book publishing 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 jurisdiction thereof. The arbitrator may award reasonable attorney's fees to the prevailing party.
13. Right to contract. Both Agent and Client represent and warrant that they are free to enter into and fully perform this agreement and that they do not have nor shall have any contract or obligations which conflict with any of its provisions.
14. Modification or waiver. This agreement represents the entire contract made by the parties. Its terms cannot be modified except by a written document signed by the parties. A waiver of any breach of any form will not be construed as a continuing waiver of other breaches of the same or other provisions of the contract. If any part of this agreement is held to be illegal, void or unenforceable, this shall not affect the validity of any other part of this contract.
15. Interpretation. This Agreement shall be governed by and interpreted in all respects in accordance with the Law of the United States, state of [State].
16. 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]