DIY Legal Forms

“Help us to stay online by your kind donation.

Every penny will help.”

PayPal

Publishing Agreement Mass Market Paperback Rights

(Comprehensive -- Long Form)

AGREEMENT made by and between [Name] whose address is [Address], and who is a citizen of [Country], hereinafter referred to as "Proprietor", his or her heirs, executors, administrators, successors and assigns; and [Name], a company or corporation of the state of [State] with its principal offices at [Address], hereinafter referred to as "Publisher", its successors and assigns;

Concerning a Work presently titled: (hereinafter referred to as the "Work").

WITNESSETH:

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 Proprietor.

5. Copyright

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 Agreement.

6. Warranty

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 suitable.

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 (--) 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 "Proprietor's copies."

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 sales channels.

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 her name.

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 royalties.

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.

14. Advertisements

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.

16. 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 _____________.

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.

18. Notices

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.

21. Assignment

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 Proprietor.

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.

24. Arbitration.

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 jurisdiction thereof.

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.

Proprietor

Name:

Title:

Taxpayer ID:

(Signed):

(Witnessed):

Date:

Publisher

Name:

Title:

Taxpayer ID:

(Signed):

(Witnessed):

Date:

This Section for Notary:

Acknowledgment

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.

[Signature]

[Name of Notary Public]

My commission expires: [date]

(Seal)