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Publishing Agreement
This AGREEMENT made between _____________, hereinafter referred to as the AUTHOR, and Total Fiction, with respect to the work entitled _________________, hereinafter referred to as the WORK.
Section 1. Publishing Rights AUTHOR agrees to grant to Total Fiction exclusive worldwide English language rights to publish and sell the WORK in: eBook Edition (readable-text digital format provided in electronic download, disk, CD/CD-ROM, eBook Reader or similar media of presentation). Printed Trade Paperback (Perfect Bound) Edition*. Printed Hardcover (Case Bound) Edition*.
There is no grant of subsidiary rights sales defined under this Agreement. Total Fiction may not offer for license or reproduction any portion of AUTHORS' WORK. AUTHOR agrees that AUTHOR will retire any existing contracts with any other publishing entity AUTHOR has outstanding for the WORK immediately upon acceptance of this Agreement.
Section 2. Length of Contract This Agreement shall be for a minimum initial period of two (2) years from the actual date of publication, with automatic yearly renewal after that.
Section 3. Termination of Contract After the initial two (2) year period as stipulated in the Length of Contract, this Contract may be terminated by either the AUTHOR or Total Fiction with a 30-day written, certified mail notice or other receipted or traceable delivery service where return acknowledgment is received, and all rights granted that Total Fiction will revert to AUTHOR at the time of the termination. Upon this termination, Total Fiction will remove listing of the WORK from its website and all download-based distributors and advise Books-in-Print that that particular ISBN is no longer in print. The exception to this termination of contract is that Total Fiction may continue to sell existing stock of physical formats (diskettes, CD's, cassette tapes, print books) but may not create new physical copies upon depletion of its existing stock. When this Agreement terminates, AUTHOR shall have the right to purchase any remaining copies of the WORK at the AUTHOR's discount specified below. Any remaining copies of the WORK the AUTHOR chooses not to purchase may be sold or disposed of at Total Fiction’s discretion. Applicable and adjusted royalties will be paid on any disposed books. At any time during the initial two (2) year period, Total Fiction may, at its discretion, remove the WORK from publication or distribution for reasons of poor sales, excessive returns or other reasons deemed by Total Fiction to be injurious to either Total Fiction or AUTHOR's best interests. Total Fiction shall give notice to AUTHOR 30-days prior to requested removal from distribution and state the reasons for the withdrawal. Notice must be in writing by certified mail or other receipted or traceable delivery service where return acknowledgment is received. When the Total Fiction removes the WORK from sale, this contract shall terminate and all rights granted shall revert to the AUTHOR. At any time during the initial two (2) year period, AUTHOR may petition the Total Fiction to remove the WORK from publication or distribution. AUTHOR must give such "petition for removal notice" to Total Fiction 90-days prior to requested removal in writing by certified mail notice or other receipted or traceable delivery service where return acknowledgment is received. AUTHOR must specifically state reasons for petitioning for removing the WORK from publication and/or distribution. After receiving the removal request, Total Fiction may: Accept AUTHOR's request for removal outright with no additional stipulations or claims, or Accept AUTHOR's request for removal with stipulations that AUTHOR, or AUTHOR's designated agency, buy out the contract, the amount to cover the production and sell-through costs involved with publishing the book, plus a reasonable profit.
If Total Fiction removes the WORK from sale, this contract shall terminate and all rights granted shall revert to the AUTHOR.
If you decide that you wish to cancel the publication of your book, You must send us a written notice, 90 days before you wish the cancellation to occur, stating your reasons for wanting this cancellation. At that point, we may do one of two things. We can cancel the contract and remove the book from print, in which case all rights immediately revert to you. Or, we can cancel the contract and remove the book from print on the condition that you, or someone you designate, pays us an amount to allow us to recoup our publication costs and a reasonable profit. Publishing a book is a business - cover art work*, ISBN numbers*, printer submission fees*, advertising*, employee and contractor payroll*, time and materials, etc. - all these things add up to a large amount of money that we, Total Fiction, have to pay out up front. The second choice above would mean that you or someone you designate would pay us whatever costs were not recouped yet, plus a reasonable profit. We would detail exactly what this buy-out covers so that you would know exactly what you are paying for. The main reason this clause is in the contract is if an author receives an inquiry from a large publishing house who are interested in purchasing the rights to the book. This gives them, and you, the chance to buy-out the contract from us.
Section 4. AUTHOR Warranties AUTHOR warrants that AUTHOR is the author and sole owner of the WORK or has been assigned the rights as mentioned above; that it is original and contains no matter unlawful in its content, nor does it violate the rights of any third party; that the WORK is not in the public domain. AUTHOR also warrants that these rights are owned or controlled by him without encumbrance and that AUTHOR has full power to grant the listed rights to Total Fiction. If the WORK has been previously published in any form, AUTHOR warrants that the rights granted herein have reverted to the AUTHOR. As an addendum to this agreement, AUTHOR shall present some written memorandum documenting the reversion of the rights granted by any publishing company that may still own proprietary rights to the WORK. If a judgment is obtained against Total Fiction for usurping rights still controlled by a Publisher or other entity than Total Fiction or AUTHOR, the AUTHOR agrees to hold Total Fiction harmless and to indemnify Total Fiction for reasonable damages and costs. If Total Fiction prevails against a suing party or resolves the matter by out-of-court settlement, AUTHOR will be liable to indemnify Total Fiction for defense and settlement costs if AUTHOR's warranties are found to be invalid.
Section 5. Copyright Ownership The AUTHOR is the owner of the copyright of the WORK. As a condition of this Agreement, Total Fiction agrees to print in every copy of the WORK a Copyright Notice identifying the AUTHOR as the owner of the copyright in the manner that complies with the regulations of the UK Copyright Act and the Universal Copyright Convention.
Section 6. Copyright Registration AUTHOR will be responsible for registering the copyright with the U.K. Copyright Office, including payment of any fees and the costs of preparing printed and/or electronic documentation of the work as required by the U.K. Copyright office. Total Fiction shall be listed as the Publisher of the WORK in all formats indicated in Section 1. AUTHOR understands that if AUTHOR chooses not to register the copyright with the U.K. Copyright office, AUTHOR may be limited in the damages that could be awarded in court if there is a copyright violation. Total Fiction will place a copyright notice on all versions of the WORK, using the year of first release if no other information is available.
Section 7. ISBN* Total Fiction will obtain and assign ISBN (International Standard Book Number) for the WORK. Total Fiction will assign as many ISBN designations as required by the various publication formats listed in Section I. Total Fiction will use the assigned ISBN(s) as part of the formal identification, and will notify Books-in-Print and/or other equivalent service(s) of the ISBN(s) of the WORK.
Section 8. Selling Price Total Fiction will set the retail price ("cover price") of the WORK. Total Fiction reserves the right to raise or reduce the price as needed to stimulate sales. If rights have been granted for Traditional Print run paperback books, hardcover books, or audio books, Total Fiction will decide the quantity of books to be printed in the initial and subsequent print runs.
Section 9. Royalty Commissions In compensation for this grant of rights, Total Fiction hereby agrees to pay AUTHOR the following Royalty Commissions: AUTHOR will receive no royalties on copies of WORK considered complimentary, i.e., those used for charitable, advertising, and review purposes.
Section 10. Royalty Payment Schedule and Statements Royalty statements will be produced and forwarded to AUTHOR monthly, not more than thirty days after the end of the royalty month if sales have been made. Royalties shall be paid contemporaneously with issuance of the royalty statement. Payments will be made by physical cheque or electronic payment in Great British Pounds (GBP). If the AUTHOR should die before all royalties have been paid, Total Fiction will pay royalties to AUTHOR's heirs, assigns or beneficiaries. It is the AUTHOR's responsibility to communicate with the Total Fiction any change in Postal Mailing Address, telephone number(s), Electronic Mail address or bank account details if royalties are paid by Electronic Funds Transfer. If the AUTHOR fails to advise Total Fiction of any changes in the above that prevent the timely payment of royalties, Total Fiction is authorized to hold, without penalty, payment of royalties until current information is received. If a cheque sent by regular post is returned by the post office or express delivery service as undeliverable, Total Fiction shall first attempt to contact AUTHOR by all existing contact information before unilaterally withholding payment of royalties. In the event that additional WORKs by the same AUTHOR are currently being marketed by the Total Fiction, royalty accounts from all such titles shall be combined with that for this WORK. Total Fiction will keep accounts of all receipts and expenditures regarding the WORK, and these accounts will be available for AUTHOR's inspection. AUTHOR may, on reasonable notice, through AUTHOR's designated representative, examine Total Fiction's records that relate to the WORK. Such examination shall be at AUTHOR's expense, unless errors in excess of 5% of royalties or other sums due the AUTHOR by Total Fiction shall be found in AUTHOR's favor. In that case, Total Fiction shall defray all reasonable costs of the examination and pay AUTHOR any sums due, up to the amount owed AUTHOR by Total Fiction, within thirty (30) days. AUTHOR’s royalty statement will include: Date of the Royalty Period; Title of WORK; Number of Copies Sold During Royalty Period (broken down by printed and electronic versions), and Net Total pounds sterling Amount of all Sales; Number of Copies Returned During a Royalty Period, and Total pounds sterling Amount of all Returns; Net pounds sterlings Owed During a Royalty Period; Royalty Percentage Rate (broken down by printed and electronic versions); Withholding Amount if applicable; and pounds sterlings owed to AUTHOR.
Section 11. Editing Total Fiction has the right of final approval of AUTHOR's manuscript. Total Fiction may assign an editor to WORK with AUTHOR in making revisions. The AUTHOR will be notified prior to any and all substantial changes, which will be made only with the AUTHOR's approval and participation. The AUTHOR will not be required to pay for the services of any editor assigned by Total Fiction. Total Fiction will provide a proofing copy of the WORK, which AUTHOR must correct and return within an agreed upon time. If the proofing copy is not received as agreed, Total Fiction has the option to delay release or terminate the agreement as warranted. Total Fiction may make corrections of typographical errors without AUTHOR's consent.
Section 12. Cover Art and Overview AUTHOR will be asked to produce proposed overview text for display in the description. Total Fiction does not provide cover art for digital copies of the work, however if AUTHOR wishes to provide AUTHOR's own cover art, some or all of this cover art may be used at Total Fictions discretion. If AUTHOR engages an artist to produce a cover, AUTHOR must present documentation that AUTHOR has permission to reproduce the proposed cover art from the copyright owner, or warrants that the cover art is in the public domain. If AUTHOR provides AUTHOR's own cover art, AUTHOR is responsible for formatting it in an appropriate graphics format of suitable reproduction quality. Total Fiction will give credit in the published WORK to the cover artist. Total Fiction has final approval of any cover art and overview material.
Section 13. Preparation of Manuscript The AUTHOR shall provide an acceptable, final revision of the manuscript in electronic format with any revision requested by Total Fiction within the time agreed upon and within reasonable limits. Electronic format used will be Microsoft Word® or Rich Text Format (RTF). The WORK may be transmitted to Total Fiction as an attachment to electronic mail. It is the responsibility of the AUTHOR to keep a complete copy of the manuscript available in digital form in the event of computer or failure at Total Fiction.
Section 14. Title Total Fiction has final approval of release title of the WORK. Every attempt will be made to use the title suggested by the AUTHOR, but Total Fiction has the option to change the release title if the AUTHOR's suggested title is too similar to any books already in release by Total Fiction or recent releases from any other publisher or if Total Fiction deems that a more appropriate title is necessary. In the event of a title change, AUTHOR will be given an opportunity to suggest alternative titles.
Section 15. Formatting Total Fiction will be responsible, at its own expense, to prepare the WORK for release for all formats outlined in Section I. This would include all conversions from the manuscript into various digital formats and print formats. Total Fiction will make the WORK available in all its regularly marketed electronic/digital formats. The exception to this provision is for WORK's containing a substantial number of color graphics and/or illustrations that are not translatable into all electronic formats. In WORK's of this type, Total Fiction will format for those digital programs best suited for the nature of the WORK. If a particular formatting type is controlled by the distributor/vendor, Total Fiction will prepare the WORK in a manner acceptable to that distributor/vendor and submit it to them for formatting. Total Fiction may not be able to control when the distributor/vendor completes the formatting and places the WORK in the stream of commerce.
Section 16. AUTHOR's Name or Pseudonym The AUTHOR has the exclusive right to the use of AUTHOR's name or pseudonym listed as the AUTHOR in connection with this WORK. Total Fiction cannot prevent AUTHOR from using the same name or pseudonym for any other publisher for any other book genre. Total Fiction will have a non-exclusive right to use AUTHOR's name, likeness and biographical material for the purposes of advertising, publishing and promoting the WORK itself.
Section 17. Ownership of Characters Except as allowed under the sections of this agreement governing promotion of the WORK, AUTHOR owns the characters and controls their use in sequels or series books, whether published by Total Fiction or another publisher. Total Fiction will have a non-exclusive right to use the title, and all material, including characters in the WORK, for the purpose of advertising, publishing and promoting the WORK. If the AUTHOR writes another WORK that is a sequel to the WORK covered in this agreement, using an identical theme and/or major characters from the contracted WORK, Total Fiction retains a right of first refusal for the subsequent WORK. If Total Fiction does not accept for publication this additional WORK within 90 days of submission, it will be considered refused and the AUTHOR will be free to market rights to the new WORK without encumbrance. Nothing in this agreement shall obligate the AUTHOR to submit any additional, unrelated WORKs to Total Fiction.
Section 18. Total Fiction's Name and Trademark. The AUTHOR will not have rights to, or in, any trademark, service mark, trade name or logos used by Total Fiction, unless expressly permitted to do so in writing. The AUTHOR may, with Total Fiction's permission, have limited use of Total Fiction's marks, symbols or name for use in approved promotional material. AUTHOR may use the cover art in AUTHOR's promotional material. Where applicable, any of Total Fiction's provided and/or copyrighted cover art may not be used by other Publishers producing the WORK in formats not listed in Section I without permission of Total Fiction. Any remuneration for the use of this cover art will be separately negotiated between Publishers.
Section 19. AUTHOR's Biographical Information and Book Overview. AUTHOR will provide Total Fiction with a publicity biography and suggested overview for use on book cover, website and promotional literature. Total Fiction reserves the right to edit or rewrite the overview as necessary for length or content without prior notification.
Section 20. Free Copies to AUTHOR On publication of the WORK, Total Fiction shall give AUTHOR the following copies of the WORK for AUTHOR’s own use free of any charge. Royalties shall not be paid on these complimentary copies. Check all that apply:
Section 21. AUTHOR Purchased Copies AUTHOR may purchase an unlimited number of printed copies at a discount of __%. AUTHOR will not receive royalties on any copies that AUTHOR has purchased at the discount rate*. AUTHOR may purchase an unlimited number of copies in any format at full retail price, for which regular royalties will be paid. AUTHOR may resell copies of the WORK AUTHOR has purchased from Total Fiction. If AUTHOR has purchased copies at discount, AUTHOR's royalty will be the difference between the purchase price and sale price. AUTHOR will be responsible for reporting royalties from resale to taxation authorities and Total Fiction will be held harmless for any under reported royalties caused by AUTHOR's failure to report royalties earned through resale of copies bought at AUTHOR's discount.
Section 22. Promotion and Promotional materials If the WORK is available in a downloadable format, Total Fiction may, at its option, provide AUTHOR, consumer or distributor/vendor with a single downloadable master document from which a specific number of copies equal to not more than the number of copies purchased may be made. This will be considered the same as if Total Fiction provided individual downloads and shall be counted as individual unit sales, even if the AUTHOR, consumer or distributor/vendor fails to make as many copies as he/she has purchased. Any unused copies from a single download master will not be returnable to Total Fiction. AUTHOR has permission from Total Fiction to duplicate, at no cost and no royalty, exact text copies in digital or print formats for the purpose of obtaining book reviews or entering competitions or contests. The exception to this rule is if the WORK is already available in a print format, then the AUTHOR does not have permission to make print copies for competitions or contests, but may purchase print copies for this purpose at AUTHOR's discount. Total Fiction will provide at least twelve (12) printed copies* of the WORK and an unlimited number of electronic copies of the WORK for reviews. If the WORK is not in its final form, Total Fiction will indicate its status as an Uncorrected Proof. Total Fiction will select review magazines, periodicals and sites suitable to the type and genre of the WORK. AUTHOR may send copies to additional review sites, provided AUTHOR notifies Total Fiction of the identity of those sites. AUTHOR must obtain permission to send Uncorrected Proofs or earlier versions of the WORK; otherwise AUTHOR may only send the final release version of the WORK to review sites. Total Fiction and AUTHOR agree to supply each other with copies of any professional reviews, either digitally or print copies. Neither AUTHOR nor Total Fiction is required to provide the other with copies of "Reader Reviews" voluntarily posted by consumers at any online vendor. Total Fiction will make every effort to maintain an attractive, updated website. Total Fiction will not be liable for site downtime or interrupted transmission.
Section 23. AUTHOR/Total Fiction Indemnification AUTHOR shall indemnify, defend and hold harmless Total Fiction and its owners and affiliates, editors, shareholders, officers, directors, partners, associates, agents and representatives and Total Fiction shall indemnify, defend and hold harmless the AUTHOR from any and all claims, debts, demands, suits, actions, proceedings and/or prosecutions ("Claims") based on allegations which, if true, could constitute a breach of any of the foregoing warranties, and any and all liabilities, losses, damages and expenses including, but not limited to, attorney's fees and court costs. Each party to this Agreement shall give prompt notice to the other party of any Claims. No compromise or settlement of any Claim shall be made or entered into without the prior written approval of the AUTHOR and Total Fiction. If a Claim is filed, Total Fiction shall have the right to suspend payments otherwise due to AUTHOR under the terms of this Agreement as security for AUTHOR's obligations under this section.
Section 24. Insolvency of Total Fiction, Sale of Total Fiction If the Total Fiction files for protection under the Bankruptcy Laws, all rights delineated in Section I shall immediately revert to the AUTHOR. If the bankruptcy filing involves a reorganization and Total Fiction continues to operate during the reorganization, AUTHOR and Total Fiction may agree in writing to continue this agreement under the same or revised terms. If Total Fiction suspends operations, other than a temporary suspension for technical difficulties such as a loss of Web Server, all rights delineated in Section I shall immediately revert to the AUTHOR. If Total Fiction's operations are ordered suspended by any governmental or police entity, or by Injunction or Restraining Order, all rights shall immediately revert to the AUTHOR. If the suspension is lifted and operations resume, AUTHOR and Total Fiction may agree in writing to continue this agreement under the same or revised terms. If Total Fiction sells its assets to another Publisher who does or plans to market and promote books of the type and genre of the WORK, the successor will be bound, as a minimum, to the same terms delineated in this agreement. If the successor does not or does not plan to market and promote books of the type and genre of the WORK, all rights delineated in Section I shall revert to the AUTHOR not more than thirty (30) days after the sale of Total Fiction.
Section 25. Copyright Infringement Total Fiction is not obligated to initiate legal proceedings should a Claim arise regarding a third party infringing the AUTHOR's or Total Fiction's rights. If such a Claim arises, AUTHOR and Total Fiction may sue either jointly or severally. Total Fiction shall not be held liable for failing to take action upon a Claim.
Section 26. Laws and Venue
Total Fiction is a Limited Liability Corporation, organized under the laws of Great Britain. Recognizing the expense, distraction, and uncertainty resulting from litigation of disputes which may arise under this Agreement, the parties have agreed that except as specifically provided herein they shall submit any and all disputes arising in any way under this Agreement to relevant authorities.
Notwithstanding the foregoing, nothing in this Agreement shall be deemed to deprive a party of the right to equitable relief in a court of competent jurisdiction respecting rights to its intellectual property or use there of under this Agreement.
Section 27. Understanding of All Parties The Agreement contains the entire understanding of the parties with regard to the subject matter hereof and no warranties, representatives, promises or agreements have been made between the parties other than expressly herein set forth, and neither Total Fiction nor AUTHOR shall be, nor are they bound by, any warranties, representations, promises or agreements not set forth herein. The Agreement supersedes any previous agreement or understanding with respect to the WORK and cannot be modified except in writing by all the parties hereto. Upon execution, this Agreement shall be absolutely binding and fully enforceable and shall inure to the benefit of the parties hereto, their successor, personal representative, heirs and assigns.
Section 28. Signatures IN WITNESS WHEREOF, AUTHOR and Total Fiction have executed this agreement on the day and year below, to be effective immediately if the dates are the same, or on the date of the later signature if the dates are not the same. If either AUTHOR or Total Fiction have electronic signature capabilities and both agree to accept an electronic signature as valid, that electronic signature will be considered of identical weight to a handwritten signature. In signing this agreement, the AUTHOR acknowledges that they have read, understood and accept all parts of this contract. * If applicable
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