Publishing Contracts Explained*
Also called Publishing Agreements, which sounds much friendlier.
Publishing is, after all, a gentlemanly business. Publishing agreements
vary in form, but most share common content elements. Your publishing agreement
will typically include reference to most of the following items:
- Parties. The signatories of
the agreement (Author and Publisher)
- Date of Agreement. When the Agreement was
- Subject. Describes the project (The Work) the Author will deliver.
May include title or tentative title, content description.
- Geographic location where the Agreement is made. See Arbitration/Interpretation.
- Publication Rights.
Specifies what rights the Author is transferring to the Publisher. With most
publishers the Author transfers entire rights Copyright and all publishing
- Copyright Notice and Registration.Details how the Copyright notice will appear and who pays for
- Preparation and Delivery (Date). Establishes a date whereby Author must provide final manuscript.
May also include publisher's option to extend delivery date.
- Final Form. What will be
included in the Author's final manuscript, estimated # of pages or words.
- Publisher's Acceptance.
Generally an "out" clause for Publisher's benefit if they find Author's
manuscript unsuitable. May also specify that work will be published within (x)
months of acceptance.
- Illustrations and Photographs. May specify the number and type of illustrations, format and
most importantly -- who pays for illustrations.
- Copyrighted Materials or Permissions. How the author handles previously published material from
other sources in the manuscript. Generally, it is the Author's responsibility
administratively and financially to secure 3rd part permissions.
- Editing. How the manuscript
will be edited.
- Proofs. Specifies Author's
return of page proofs and limitations on author changes at page proof stage.
Typically, a penalty for changes at page proof stage in excess of 5% to 10%
other than typesetting errors.
- Index and Ancillaries. Specifies how indexing, etc. will be handled and who pays.
- Author's Warranty and Indemnification. Author agrees that the work submitted is Author's own work
and does not infringe on 3rd party rights or is otherwise slanderous,
injurious or unlawful. Most publishers will allow no changes to this
- Infringement. What happens
if a 3rd party infringes on the copyright of your Work.
- Competitive Material.Typically will restrict the Author from publishing a book with
another publisher that will directly compete with the contracted book.
Requires careful reading.
- Price/Marketing. Some
Publishers will include a tentative price for the Work in the Agreement.
Others will make no mention. Some Publishers will also state that they will
employ their standard forms of marketing your Work.
- Royalties. States the
terms, basis and rates for payment of royalties. Royalties may be paid on the
basis of net receipts, list price, actual sale price, etc. Rates vary, but 10%
of net sales is fairly standard. Expect less if you are unproven or dealing
with a mass-market title. Royalties generally never exceed 15% of net receipts.
Expect half of normal rate for special sales (trade market, distributor sales)
where publisher is selling at discounts. Some publishers employ a sliding
scale X% on the first X thousand copies, increasing by several percent at the
next sales level, to a maximum of X%.
- Subsidiary Rights. Covers
items as foreign language translations, abridgements, film, stage adaptations,
and electronic media. Will generally specify how monies from such
licensing will be split between author and Publisher.
- Accounting. Defines royalty
accounting terms and usually allows for Author to inspect the records of sales
of the Work.
- Authors Copies. States the
number of complementary copies the Author receives and the price at which
Author can purchase additional copies.
- Revision. Common in textbook
and professional publishing. Generally states that if Publisher wants to
revise the Work, the Author gets first crack at it (90 days to respond). If
Author declines, Publisher will usually have the right to hire someone else to
revise the Work.
- Out-of-Print. What happens
if the Publisher takes your book out of print. Typically rights are returned
to the Author. Some publishers return electronic files or production materials
(useful if you want to try another Publisher). Authors may also have the
right to purchase remaining copies of the Work.
- Consequence of Termination. Termination of the Agreement by the Publisher is usually contingent on
other paragraphs in the agreement. Most common, failure to meet specified
delivery date, unacceptable manuscripts. This paragraph will spell out what
happens to rights, advances, property related to the Work.
- Arbitration/Interpretation. Terms for dispute resolution, either by arbitration or governed by the
laws of a specific state. If by state (usually publisher's home state), you
may be required to travel and argue your case in the publisher's home court.
- Assignments. Generally,
allows publisher to transfer your book to another publisher or successor
company in the case of mergers and acquisitions. Also, usually allows for
Publisher to continue to sell the Work after Authors death and pay royalties
to Author's estate.
- Advance. Some publishers
pay "advances". Despite what you hear, typical advances are only a few
thousand dollars. As an "advance against royalty" you will have to pay it back
if you never complete your project. When you receive an advance, the Publisher
retains initial royalties on the sale of the Work until the amount of the
advance is recovered by the Publisher.
- Complete Agreement. The
written contract contains the complete agreement between Author and Publisher.
Verbals don't count, so get it in writing.
- Signature of author and
publisher. Sign here. Congratulations!
*This information is provided as general guidance to the language of textbook
publishing contracts. Each publisher's agreement will vary to some
degree. Before signing a publishing agreement, you should carefully review
each clause and consult with an attorney if you feel the need.
© 2000 Ken Zielske
All rights reserved.