Williston, Sections 421, 841n, 1647, 1940, and 1980.
(As a "maximum" contract, this form is planned to include all those clauses and stipulations which any author might urge at one time or another for the full protection of his work. Practically every clause in this contract has at one time or another been included in an actual agreement arrived at between author and publisher.)
Memorandum of Agreement, made this..........day of
............, 192., between..............of..........., hereinafter called the Author, and..........., hereinafter called the Publisher.
1. The Author hereby grants and assigns to the Publisher the sole and exclusive right to publish in book form a work now entitled..............(which title may be changed only by mutual consent in writing) in the United States of America and Canada.
2. It is understood and agreed that the copyright shall be taken out in the name of the Author, and the Publisher is hereby authorized to take all steps required to secure said copyright in the United States of America and in such other countries as may be covered by this agreement. The Author agrees to apply for the renewal of said copyright on the expiration of the first term thereof, and to assign to the Publisher the sole and exclusive right to publish the said work in book form as herein provided during the full term of said renewal, on the same terms and conditions as for the original copyright term, and the Publisher shall imprint proper copyright notice on every copy of the said work as required for the protection of said copyright.
3. The Author guarantees and represents that the said work is innocent and contains no matter libelous or otherwise unlawful, that he is the sole author and proprietor of the said work and has full power to make this agreement and grant, and that he will hold harmless the Publisher against any suit, claim, demand or recovery finally sustained, by reason of any violation of proprietary right or copyright by, or any unlawful matter contained in the said work.
4. The Author agrees to deliver to the Publisher on or before the...........day of..........., 192., a complete copy of the said work in its final form. The Publisher agrees to submit galley and page proofs of said work to the Author which proofs the Author agrees to return to the Publisher within........days of receipt thereof.
5. Each party to this contract further agrees that for a period of..........after publication of said work he will not publish or offer for publication any work of a competing character without the written consent of the other.
6. If the Author shall request alterations in any proofs other than those due to printers' errors which shall cost more than fifteen (15%) per cent of the cost of composition of the said work, the Author agrees to pay said excess, and the Publisher shall upon request inform the Author of the amount of such excess charges.
7. The Publisher undertakes to publish the said work without changes or eliminations in or from the text, at his own expense in such styles as he deems best suited to its sale, at a catalogue retail price of not less than $......nor more than $........cloth style, and at a time not to exceed one (1) year after the receipt by him of a complete manuscript of the said work ready for the press and released for book form publication and should the Publisher fail to publish the said work before the expiration of said period, this agreement shall terminate. In case there shall during the existence of this agreement be planned a uniform edition of the Author's works the Publisher shall permit the inclusion of the said work provided said uniform edition is sold only in complete sets by subscription; and he agrees not to demand a larger share of the profits of the sale of each copy of said work in said uniform edition than he receives on the sale of regular editions.
8. The Author agrees without charge therefor to revise every subsequent edition of the work during the continuance of this agreement, if such revision is deemed by the Publisher necessary in order to keep the work up to date. But in case the Author refuses to make such revision the Publisher may employ a competent person, to revise said work and may deduct the expense of such revisions from royalties accruing on such revised editions.
9. The Publisher agrees to pay to the Author or to his duly authorized representative,.....per cent on the catalogue retail price for each copy of said work sold up to and including
.......copies and agrees to pay......per cent on all copies sold over.............and up to..........and........per cent on all copies sold thereafter. On receipt of the Manuscript in final form and ready for publication the Publisher agrees to pay to the Author or to his duly authorized representative $.........in advance on account of royalties.
Where copies are exported to Canada at reduced price, or when copies are sold in quantities sufficient to justify special discounts of 50 per cent of the retail price or more, the royalty shall be calculated on the sums actually received instead of on the regular retail trade price of the work. No royalties shall be payable on copies furnished gratis to the Author, or on copies given away gratis for the furtherance of sales, or on copies destroyed by fire or water.
10. The Publisher agrees to render semiannual statements of account to..........and.............of each year, on
..........and............following, which statements shall be mailed to the last known address of the Author, and if such statements fail to reach the Author to furnish duplicate statements on request, and to make settlement in cash on.........
and..............The statements shall show in detail the number of copies printed, the number sold, the number spoiled, the number given away for review, the number sold in Canada and the number on hand.
11. The Publisher agrees to present to the Author.......
free copies of the said work upon publication and to permit the Author to purchase at the lowest trade price further copies for his own personal use.
12. It is understood and agreed that........years from the date of publication of the work the Publisher may publish under his own imprint a "cheap" edition of said work and that he shall pay to the Author in consideration for said right ten per cent of the retail price of each copy sold of said edition and the Publisher shall also have the right to lease the plates of said work to a regular "cheap" edition publisher and in consideration for this right he shall pay the Author promptly as and when received one-half of any amount paid to him by said reprint publishers. Payments and accountings under this clause in the event that the "cheap" edition is published by the Publisher shall be subject to the provisions of clause 10 hereof.
13. In case the Publisher fails to keep the said work in print and for sale and after written demand from the Author declines or neglects to print the work within..........and to offer it for sale, or in case after.........years from the date of first publication, the said work, in the opinion of the Publisher is no longer merchantable or profitable, and he gives three months' notice to the Author of his desire and intention to discontinue publication, this contract shall terminate and all rights granted under this agreement shall revert to the Author together with any existing property originally furnished by the Author at his expense. The Publisher shall grant to the Author the right to purchase the plates of the work or any remaining copies or sheets at a price not to exceed .......per cent of the manufacturing cost (including composition) of such plates and.......per cent of the manufacturing cost of any remaining copies or sheets, in default of which purchase the Publisher shall have the right to melt any plates and sell remaining copies or sheets at cost or less, without payment of royalty to the Author upon such sales.
14. If the plates or type forms of said work shall be destroyed or rendered valueless by fire or otherwise the Publisher shall have the option of reproducing them or not, and if he declines to do so, then this contract shall terminate and all rights granted herein shall revert to the Author.
15. In case of bankruptcy (or liquidation for any cause whatever) of the Publisher, the right of publication shall revert to the Author and the Author shall have the right to buy back any plates and remaining copies or sheets at a fair market value, to be determined by agreement or arbitration, and thereupon this contract shall terminate.
16. The Author shall have the right upon written request to examine through certified public accountants the books of account of the Publisher in so far as they relate to the said work, which examination shall be at the cost of the Author unless errors of accounting (arising otherwise than from interpretation of this contract) amounting to five per cent of the total sums paid the Author shall be found to his disadvantage in which case, the cost shall be paid by the Publisher.
17. In case any disagreement arises between the said Author and the said Publisher as to the interpretation of the terms of this agreement or as to any questions relating to the handling of said work not covered in this agreement, the parties hereto agree to settlement by arbitration according to the rules therefor provided by the Authors' League of America.
18. All rights, now existent or which may hereafter come into existence except those hereinbefore specifically granted to the Publisher are hereby reserved to the Author.
19. If the Publisher should at any time during the existence of this agreement fail to comply with or fulfill any of the terms or conditions thereof, time being expressly made of the essence of this agreement, then or in any of these events, this agreement shall become null and void at the option of the Author, said option to be exercised by the Author in writing and by registered mail and thereupon all rights granted by the Author to the Publisher shall forthwith terminate and revert to him and any payment which may have been made to the Author under this agreement shall remain his absolute property, all however, without prejudice to any rights which the Author may have as against the Publisher.
20. A waiver of any breach of this agreement or of any of the terms or conditions thereof shall not be deemed a waiver of any repetition of such breach or in any wise to affect any other term or condition of this agreement and no waiver shall be valid or binding unless the same shall be in writing and signed by the Author.
21. This contract shall be binding upon the assigns or successor of the Publisher, but no assignment shall be binding on either of the parties without the written consent of the other party to this agreement.
In Witness Whereof the parties hereto have hereunto set their hands and seals.