Sample Agreement
The following is a sample of the contract between iPic Publishing and its authors
iPic Publishing
This AGREEMENT is made this (DATE) ____________________ by and between (LEGAL NAME) _______________________________________ or proprietor (hereinafter referred to as the "Author"), of (FULL ADDRESS) ________________________________________________________________, his or her heirs, executors, administrators, successors, and assigns; and iPic Publishing (hereinafter referred to as the "Publisher"), with its principal mailing address as 3607 Deep Wood Dr., Crystal Lake, Il. 60012, USA local phone 815-477-0880, a company of the state of Illinois, USA, (hereinafter referred to as the "Publisher"), with respect to the publication of a work described as follows:
The Work
Tentative title: __________________________________________, (hereinafter referred to as the "Work") written by (NAME) ___________________________.
Subject Matter: ___________________________________________________
together with all photographs, illustrations, maps, charts, titles, indexes, and other non-textual materials provided by the Author (and which hereinafter become part of the "Work"), which the Author agrees will be in conformity with any manuscript, proposal, or other material for the said Work submitted to the Publisher.
Now, therefore, in consideration of the mutual promises hereinafter set forth, the Author and the Publisher agree as follows: The Grant of Rights and the Territory
Grant & Territory
1. The Author hereby grants and assigns to the Publisher the non-exclusive right to publish, and sell the Work in any electronic format so the work can be viewed and read on a computer or other electronic device commonly referred to as an “e-reader”.
Author's Warranty and Indemnification
Warranty
The Author guarantees, represents, warrants, swears, and covenants to the Publisher as follows:
(a) the Author is the sole author of the Work;
(b) the Author is the sole owner and proprietor of the Work;
(c) the Author has full legal authority to make this Agreement with the Publisher,
(d) the Work is original;
(e) the Work does not infringe upon any existing common law, copyright law, proprietary right, civil right, or any other right whatsoever; to the best of the Author's knowledge;
(f) the Author guarantees, representations, and Warranties of the Author in this Agreement shall remain true and in full force and effect on the date of each actual publication of the Work.
Indemnity
The Author shall indemnify, defend, and hold the Publisher, its subsidiaries and affiliates, its and their respective agents, officers, directors, and employees harmless and blameless from any losses, expenses, or damages arising out of or for the purpose of resolving or avoiding any claims, demands, suits, actions, proceedings, or prosecutions brought against the Publisher which, if sustained, would constitute a breach of any of the above representations and warranties (hereinafter collectively referred to as "Warranties") concerning the Work, and any liabilities, losses, expenses (including attorneys' fee) or damages in consequence thereof.
The Author and Publisher agree that no compromise or settlement of any claims, demands, suits, actions, proceedings, or prosecutions shall be made or entered into without the prior written consent of both the Author and the Publisher.
The Author guarantees and warrants that all Warranties in this Agreement which are true for the Publisher are also true for any person, persons, or entities which the Publisher uses to reproduce, publish, distribute, and sell said Work, without the necessity of a separate contract between the Author and each person or entity involved in the process of publishing and selling this Work.
Author's Obligations Arising from Breach of Contract
The Author agrees to select his own counsel, if any, and to pay his own counsel fees arising out of the prosecution, to defend himself and the Work against any claims, demands, suits, actions, proceedings, or prosecutions brought against the Author and/or the Publisher involving the Work, except for damages or liability based upon acts or omissions which are solely the fault or responsibility of the Publisher.
The Author agrees hereby to cooperate fully in the defense of any claim and agrees to select counsel at the Author's expense in any lawsuits, claims, demands, suits, actions, proceedings, or prosecutions based on the publication of this Work arising out of a breach of the Author's Warranties in this agreement; therefore, the Author agrees that the Author is morally, ethically, and financially responsible to defend both the Author and the Work in any legal actions brought against the Work.
In any such lawsuits, claims, demands, suits, actions, proceedings, or prosecutions based on the publication of this Work, the Publisher shall retain counsel of its own choosing, buy may nonetheless participate with the Author's counsel in defense of any legal claims against the Publisher and the Work.
The Author shall be responsible and liable for the Publisher's costs and damages only if a claim against the Publisher results in a post-appeals final judgment or an agreed settlement against the Publisher arising out of the Publisher's publishing of the Author's Work.
The Author and Publisher agree that no compromise or settlement of any claims, demands, suits, actions, proceedings, or prosecutions shall be made or entered into without the prior written consent of both the Author and the Publisher.
Manuscript
Delivery
If the Author has not already done so, the Author will deliver to the Publisher one (1) copy of the work formatted as either plain text, rich text format (RTF), Microsoft Word (DOC), or OpenOffice.org Writer (ODT). This copy of the work can be delivered via email or CD ROM. (If said manuscript materials have already been delivered, the Author will initial and date this paragraph here _______________.)
Other Material
The Author shall supply, at the Author's own expense, such photographs, illustrations, maps, charts, titles, indexes, and other materials in form and quality satisfactory for use by the Publisher in order to publish the work; it is understood that said materials must be in a condition suitable for electronic reproduction. (If said manuscript materials have already been delivered, the Author will initial and date this paragraph here ___________________.)
Frontmatter & Backmatter
If the Author has not so provided and if, in the reasonable judgment of the Publisher, the Publisher feels that an index, bibliography, table of contents, foreword, introduction, preface or other materials (hereinafter referred to as "Frontmatter and Backmatter") for the Work is necessary, the Author shall provide such Frontmatter and Backmatter to the Publisher. (If said manuscript materials have already been delivered, the Author will initial and date this paragraph here ____________.)
Permissions & Releases
The Author, at the Author's own expense, shall obtain from any person or entity from whom permission or licenses may be required, written permissions, releases, or licenses in form and content satisfactory to the Publisher and shall deliver such permission, releases, or licenses to the Publisher before the Work is prepared for printing. (If said manuscript materials have already been delivered, the Author will initial and date this paragraph here _________________.)
Said permissions, releases, or licenses will grant at least the same rights to the Author as the Author has granted to the Publisher under this Agreement.
All signed and notarized permissions, releases, and/or licenses must be submitted to the Publisher before the Work can be posted on the publisher's website for download. (If said manuscript materials have already been delivered, the Author will initial and date this paragraph here __________________.)
Style
The Author authorizes the Publisher to make the manuscript of the said Work conform to its standard style in punctuation, spelling, capitalization, mechanics, and usage.
Right to Edit
Though the Author will be consulted on any and all revisions, the Publisher shall have the final right to edit the Work for the original printing and for any reprinting, provided the meaning of the text is not materially altered.
Additional Materials
The Publisher retains the final right to determine whether or not photographs,charts, maps, drawings or the like (hereinafter collectively referred to as "Additional Material") are necessary for the Work, and if necessary, how many and where the placement of said Additional Material will fall in the Work.
Failure to Deliver
If the Author fails to deliver the Work, the Publisher has the right but not the obligation to terminate this agreement.
The author agrees that, if the Publisher decides not to publish the Work due to failure of delivery, upon receipt of written notice of such termination, the Author shall not seek any other right or remedy of the Publisher.
Upon such termination, all rights granted to the Publisher in this agreement shall immediately revert to the Author.
Inability to Deliver
If the Author dies prior to delivery of the final manuscript of the Work, or if the Author shall become incapable of completing and delivering the final manuscript of the Work, the Publisher shall have the right but not the obligation to publish, edit, or revise the Work, giving proper credit to the Author for such portion of the Work created by the Author.
Should the Work be incomplete when and if the Author becomes unable to deliver the final manuscript of the Work, the Author's representatives or estate may complete the Work themselves or pay for services performed by a third party in regard to completing, editing, or revising the Work.
The Publisher shall then have the right but not the obligation to publish, edit, or revise the work, giving appropriate credit to the original Author as well as to the author who completed the work.
If the Author or the Author's representatives or estate decide not to complete the Work, and if the Publisher decides not to hire any outside party to complete the work, then this Agreement shall be terminated. If the Publisher chooses not to exercise its right to publish, edit, or revise the Work, the Publisher may terminate its obligations under this Agreement.
Upon such termination, all rights granted to the Publisher in this agreement shall immediately revert to the Author, his representatives, heirs, or estate.
Manuscript Correction, Revisions, Proofs, & Galleys
Revisions
If the Publisher considers it necessary in the best interests of the Work, the Author agrees to revise the Work on request of the Publisher. The provisions of this agreement shall apply to each revision of the Work by the author as though that revision were the work being published for the first time under this agreement.
Publication of the Work
Publication
The Publisher agrees to publish the Work at its own expense.
Publication date
The Author shall not hold the Publisher liable and shall not seek any recompense or remedies for any delay in the anticipated official publication date of the Work brought about by substantive changes in revisions, by forces beyond the Publisher's control such as force majeure, or by delays caused by the Publisher's subcontractors, all of which are beyond the Publisher's control.
The Publisher agrees to publish the Work within twelve (30) days of receiving the final version of the work that the author deems ready for publication.
Production
The Publisher shall have sole discretion to determine the style, type, manner, and all other matters relating to the production of all electronic editions and/or revisions of the Work. The author retains the right to set or change the online price for their work provided that the price is not so low as to cost the publisher more to publish and sell the work than can be recovered from the price.
Title of Work
The Author shall have sole discretion for titling the work.
Cover of Work
The Author shall have sole discretion for the final Cover of the Work, if any, and shall provide any cover art to the publisher for inclusion online.
Copyright
Copyright
The author always owns the copyright to the works they produce unless the work is a specifically done as a “work made for hire” as defined by US copyright law. Registering your copyright with the Library of Congress is not required but highly recommended as it provides the copyright holder with greater legal protections. If you do register your copyright the publisher requests that the author provide the publisher with the Library of Congress information. You can learn more about copyright law at www.copyright.gov.
Royalties
Royalty Percentages
Author and publisher together will determine a mutually agreeable price for the work for sale online. The author will receive 50% of the sale price for each item sold. The publisher will receive the other 50% and takes responsibility for all costs of sale.
Accounting
The Publisher will keep a separate account for each title that the Author has with the Publisher, and the Royalty percentages listed in Royalty Percentages section.
Joint Accounting
The Publisher will not put more than one Work into an account for the purposes of Royalty payments and percentages, a practice known as "joint accounting."
The Author is responsible for reporting any income from these independent sales to the IRS as required by law.
The Publisher will provide the Author with an annual statement reporting royalty income, which the Author uses to report said income to the IRS as required by law.
Secondary (Subsidiary) Rights
All subsidiary rights shall remain with the Author, who may sell or license said subsidiary rights on his own behalf or through an Agent of his choosing. All commissions paid to said Agent for sale or licensing of subsidiary rights shall be paid by the Author.
Royalty Statements
Royalty Statements
The Publisher shall render to the Author or to the Author's duly authorized representative (for example, a literary agent or attorney) annual statements of sales. Said Royalty Statements will include the following information:
total number of copies of the Work sold during the royalty statement period,
total number of copies of the Work sold since publication,
total amount of monies paid to Author or Author's representative during the royalty statement period,
total amount of monies paid to Author or Author's representative since the Work's publication
percentage rate of royalty earnings for monies paid during the royalty statement period,
percentage rate of royalty earnings for monies paid since the Work's publication,
Royalty Period
The Royalty Statement shall be issued to the Author and/or to the Author's representative by 31 January of each calendar year and shall cover the period from 1 January through 31 December of the previous calendar year.
Payments
Any royalty monies due to the author from the sales of the Work shall be paid to the Author or to the Author's representative within ninety (90) days of the Publisher's receipt of said monies from the Publisher's Distributors and/or Wholesalers (which may be delayed 35 months, depending on the sales of the work and the policies of the Distributors and/or Wholesalers, over which the Publisher has no control).
Examination Of Accounts
Upon the Author's written request, the Author may examine or cause to be examined through qualified representatives the books of account of the Publisher insofar as they relate to the sale or licensing of the Work.
The examination shall be at the cost of the Author.
Any sum owed to the Author will be paid within thirty (30) days of the written confirmation of the completion of the audit.
Payment
All sums of money due under this Agreement shall be paid to the Author or, if applicable, to the Author's duly appointed representative (literary agent or attorney), and the receipt by it shall be a good and valid discharge of all such indebtedness.
Author's Copies
Author's Copies
The Publisher shall make it possible for the author to download copies of the author's work from the publisher's website at no cost to the author.
Author Web Page
Author's Web Page
The Publisher agrees to maintain a separate page on the publishers website for purposes of promoting the Author's Work. This page will contain biographical information about the author and may also contain a photograph of the author. The author is responsible for providing the publisher with a photograph to use and with biographical information.
Content Maintenance
The Publisher will keep the content on the Author's page current for one (1) year after the official publication date of the Work.
Discontinuance of Publication
Out-of-Print
The Publisher shall not take the Work "off line" during the lifetime of ththis agreement.
Force Majeure
Force Majeure
The termination of this contract and the reversion of the rights to the Work shall not be deemed applicable for purposes of this section nor shall the Publisher be liable because of delays caused by war, invasion, insurrection, blockade, embargo, riot, flood, earthquake, act of God, fire, strike, breakdown of market distribution facilities, shortages of labor or material, government or governmental agency, interference of civil or military authorities, or other causes of like kind beyond the Publisher's control.
Author's Name & Likeness
Author's Name& Likeness
The Publisher shall have the right to use the Author's actual or legal name, or any pseudonym, which the Author may use or has used or by which he may hereafter be known, irrespective of the name under which the Author may enter into this Agreement. The Publisher shall have the right to use the Author's name or pseudonym together with the Author's likeness in a reasonable manner to advertise and promote the sale of the Work.
Appearances of Author
Author Appearances
The Author agrees provided that the same shall not interfere with his regular employment or business matters in which he is then engaged, and provided that the Author is not then in such poor health as to prevent cooperation, the Author shall give, without charge, any and all newspaper and/or magazine interviews, and will make such radio and/or television appearances, as well as bookstore, library, or other book event appearances as the Publisher may be enabled to arrange in connection with the promotion and sale of any edition of the Work. Any fee which the Publisher shall be able to obtain for such interview and/or appearance shall belong and be paid to the Author.
Termination & Reversion of Rights
Termination
This Agreement will be deemed to be terminated under the following conditions:
Cessation of Sales
if the Publisher goes out of business and ceases trading, as evidenced by any of the following
lack of availability of the Work through independent wholesale book providers to the bookstore market for any period in excess of one hundred and twenty (120) days after the official publication date of the Work,
Publisher's failure to reprint or cause to be reprinted copies of the Work and make said copies available to book wholesalers and retailers as inventories become depleted or for a period in excess of one hundred and twenty (120) days after stocks become completely depleted
in which case this Agreement shall be terminated immediately, and all rights granted in this Agreement shall revert to the Author.
Bankruptcy
If the Publisher receives a judgment of bankruptcy and ceases trading, in which case the Agreement shall be terminated immediately, and all rights granted in this Agreement shall revert to the Author.
Breach of Agreement Determined by Arbitration
If either the Author or the Publisher is deemed by legal arbitration to have breached any of the terms of this Agreement, in which case the Agreement shall be immediately terminated, and all rights granted in this Agreement shall revert to the Author.
Mutual Consent
If, by mutual consent, the Author and Publisher agree in writing to said termination, in which case the Agreement shall terminate immediately; said consent shall not be unreasonably withheld by either party to this Agreement; and all rights granted in this Agreement shall revert to the Author; and the Publisher shall have the right to continue selling any copies of the Work which have already been printed at full cover price.
Unprofessional or Inappropriate Behavior by Author or by Author's Representative
If, at any time, for any reason whatsoever, the Author or any Author's representative, contacts, in any manner, any persons, companies, organizations, or groups whom the Publisher has subcontracted for purposes of publishing the Work, this Agreement shall be immediately terminated, and all rights granted in this Agreement shall revert to the Author.
Rights Reversion
In the event of a termination of this Agreement all rights herein granted to the Publisher shall revert to the Author immediately and neither party shall have any further obligation to the other.
Assignment
Assignment
Neither party may assign or otherwise transfer this Agreement or any of its rights and obligations hereunder or any portion thereof without the prior written approval of the other; provided, however, that the Publisher may assign or subcontract discrete components of production heretofore listed in this Agreement at the Publisher's sole discretion in order to print, publish, distribute, and otherwise make said Work available for sale.
Rights Surviving Termination
Rights Surviving Termination
In the event of the termination of this Agreement as elsewhere herein, provided any rights reverting to the Author shall be subject to all licenses and other grants of rights heretofore made by the Publisher to third parties, and to the rights of the Publisher to proceeds of such licenses and grants.
Entire Agreement
Agreement Entire
This agreement contains the entire agreement between the Author and the Publisher with respect to the subject matter contained herein and shall supersede all prior understandings, agreements, or arrangements oral or written, between the parties to this Agreement besides the Author and the Publisher.
Author's Legally Appointed Representative
Author's Representative
If applicable, the Author will provide the Publisher with the name, company name, address, and tax identification number of the Author's duly and legally appointed representative.
If the Author has a representative, the Publisher shall forward all royalty payments and statements directly to the Author's representative, whom the Author hereby appoints to receive said funds and statements on his behalf.
Author's Representative (if applicable)
Name _________________________________________________________
Company Name _________________________________________________
Address _______________________________________________________
Address _______________________________________________________
City _________________________ State ______ Zip Code +4 ____________
IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED AND DULY WITNESSED THIS AGREEMENT AS OF THE DAY AND YEAR WRITTEN BELOW.
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Publisher |
Author |
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Name: |
iPic Publishing |
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James D Ballotti - Publisher |
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Signature |
____________________________ |
_____________________________ |
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Date |
____________________________ |
_____________________________ |
Social Security Number or Tax Identification Number: ___________
Date of Agreement ____________________
State of County of ____________________ Sworn and Subscribed before me on this
Notary Seal
______ day of ________ (month) _______ (year)
Notary Signature:________________________________________________
Notary Print Name: ______________________________________________
Notary Public State of _______
My commission expires ______________