Vamplit Publishing
Author Agreement

Author Agreement

DATE:

PARTIES:

(1) of (the “Author”); and

(2) Vamplit Publishing

AGREEMENT:

1. Definitions and interpretation

1.1 In this Agreement:

“Advance” means the advance payable to the Author as specified in Schedule 1 (if any);

“Artwork” means the artwork(s) specified in Schedule 1;

“Delivery Date” means the date for delivery of the Work specified in Schedule 1, or an alternative date specified by the Publishers in accordance with Clause 3.6;

“Intellectual Property Rights” means all existing and future intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights and rights in designs);

“Net Receipts” means the monies received by the Publishers and not refunded by the Publishers from the sale and/or licensing of the Work, net of applicable VAT, sales taxes, withholding taxes, and customs and excise duties;

“Rights” means the rights:

(a) to produce, publish and sell the Work;

(b) to produce, publish and sell any adaptation, abridgement or part of the Work; and

(c) to translate (or have translated) the Work in all languages, and to produce, publish and sell these translations of the Work,

in the Territory in volume form, in electronic or digital form, and in all other present or future forms (including in the other forms specified in Parts A to C of Schedule 2 to this Agreement);

“Royalties” means the royalties payable to the Author under this Agreement:

(a) in respect of the sale of copies of the Work by the Publishers, as set out in Schedule 2, Parts A to C or otherwise determined in accordance with Clause 11;

(b) in respect of the licensing of rights in the Work, as set out in Schedule 2, Part D or otherwise determined in accordance with Clause 11;

“Territory” means the territory specified in Schedule 1;

“UK Retail Price” means the Publishers’ recommended UK retail price for copies of the Work (excluding applicable VAT if any); and

“Work” means the literary work defined in Schedule 1.

1.2 The ejusdem generis rule does not apply to the interpretation of this Agreement.

1.3 Where the context permits, references to the “Author” will include the Author’s administrators, executors and permitted assigns.

2. Grant of rights

2.1 The Author grants to the Publishers:

(a) an exclusive licence of the Rights; and

(b) an exclusive right to sub-license of the Rights.

2.2 Unless this Agreement is terminated, the grant of rights in Clause 2.1 will continue in respect of each jurisdiction in the Territory for the legal term of copyright in the relevant jurisdiction of the Territory (including any and all extensions, renewals, reversions or revivals of that term).

2.3 The Author reserves all rights not expressly granted by the Author under this Agreement.

3. Delivery and acceptance

3.1 The Author will deliver to the Publishers on or before the Delivery Date one electronic copy of the Work, single-spaced and in Microsoft Word format.

3.2 The Author will retain an electronic copy of the Work and copies of any other materials delivered to the Publishers, and the Author will upon the Publishers’ request supply to the Publishers further copies of the Work and further copies of any other materials delivered to the Publishers.

3.3 The Author will ensure that the Work delivered to the Publishers is of an acceptable standard. For the purposes of this Clause, the Work will be of “an acceptable standard” if it:

(a) conforms to the definition of the “Work”;

(b) substantially reflects the contents of any specification, synopsis or outline provided by the Author to the Publishers before the date of this Agreement (subject to any later changes agreed by the Publishers); and

(c) is of at least a reasonable professional standard.

3.4 Within 60 days following delivery of the Work, then:

(a) if the Work is of an acceptable standard, the Publishers will give the Author written notice of acceptance of the Work; or

(b) if the Work is not of an acceptable standard, the Publishers will give the Author written notice either: (i) declining to accept the Work and terminating this Agreement; or (ii) requesting changes to the Work.

3.5 If the Publishers fail to give a notice under Clause 3.4 within 60 days of delivery of the Work then the Work will be deemed to be declined and this Agreement will terminate automatically.

3.6 If the Publishers request changes to the Work then the Publishers will (acting reasonably) stipulate a new Delivery Date. Where the Publishers’ stipulate a new Delivery Date then the provisions of this Clause 3 will re-apply with respect to that new Delivery Date.

4. Artwork

4.1 The Publishers will obtain, prepare or have prepared the Artwork.

4.2 The Publishers will pay all costs and expenses (including licence fees) relating to the preparation of the Artwork.

5. Permissions

5.1 Upon or before the Delivery Date, the Author will provide to the Publishers, in writing, a list of all those persons who have contributed to the Work or whose materials or works have been incorporated into the Work, together with brief details of the nature of the contributions and incorporations.

5.2 The Author will be solely responsible for obtaining all permissions required for the full exploitation of the Work by the Publishers in accordance with the terms of this Agreement, and the Author will, on or before the Delivery Date, obtain and provide to the Publishers written copies of all such permissions.

5.3 Subject to Clause 4.2, the Author will pay all costs relating to permissions sought and/or obtained for the purposes of this Agreement.

6. Page proofs

6.1 The Publishers will submit the Work to the Author in the form of page proofs (or their non-print equivalent) for the Author to proofread and check.

6.2 Within 14 days of receipt of the page proofs (or their non-print equivalent), the Author will proofread and check them and return them to the Publishers. If the Author has not returned the corrected proofs (or their non-print equivalent) to the Publishers in accordance with this Clause by the end of the 14 day period, then the Author will be deemed to have given his or her approval.

7. Publishers’ responsibilities

7.1 Save where the contrary is provided in this Agreement, the Publishers will have sole discretion for the publication, distribution, sale and marketing of the Work.

7.2 The Publishers will consult the Author in connection with, but will have sole discretion for, the following matters:

(a) jacket/cover design and text;

(b) typographical arrangement;

(c) changes to the title of the Work; and

(d) sale price(s) for the work and reasonable promotional distribution and discounts.

8. Publication

Subject to the Author fulfilling his or her obligations under this Agreement, the Publishers will at their own expense publish the Work under any imprint of the Publishers (to be determined by the Publishers in their sole discretion) within 3 months of the acceptance of the Work by the Publishers under Clause 3.

9. Complimentary copies

9.1 On or before the first publication of the Work in the relevant form the Publishers will send to the Author an electronic copy of the ebook publication of the Work. The author will also be able to purchase discounted paperback copies of the Work.

10. Author’s undertakings, warranties and indemnity

10.1 The Author undertakes to the Publishers that he or she:

(a) will not without the written permission of the Publishers prepare or become involved in the preparation of any work which will or is reasonably considered by the Publishers to be likely to: (i) compete with the Work in the Territory, (ii) reduce the sales of the Work in the Territory, or (iii) prejudicially affect the Publishers’ exploitation of the Rights; and]

[(b) will ensure that any licences of rights in the Work granted to third parties by the Author, whether or not granted after the coming into force of this Agreement, expressly forbid the licensees (and any sub-licensees) from distributing the Work directly in the Territory (to the extent that such a term is lawful under applicable law).

10.2 The Author warrants, represents and undertakes to the Publishers that:

(a) he or she is entitled to enter into this Agreement;

(b) neither the terms of this Agreement nor their fulfilment will contravene any legal restriction (including any contractual restriction) upon the Author;

(c) the Work is the original work of the Author and the Author is the sole author of the Work (apart from the copyright material not owned by the Author which is included in the Work with the copyright owner’s permission);

(d) the Work has not, and no substantial part of the Work has, been previously published or distributed in the Territory or elsewhere;

(e) the Work does not and the publication of the Work in the Territory in the forms contemplated by this Agreement will not breach any law or regulation, infringe any person’s Intellectual Property Rights or other legal rights, or give rise to any cause of action against the Publishers or the Author or any other person;

(f) without prejudice to the generality of Clause 10.2(e), the Work does not contain anything which is, or will be upon publication of the Work in the Territory, libellous, obscene, indecent, blasphemous, in breach of confidence or the right to a private life, in contempt of court, in contravention of racial hatred, religious hatred, official secrets or data protection legislation;

(g) the statements of fact in the Work are true, and statements of opinion are truly held and where possible are based upon facts which are true;

(h) statements in the Work containing instructions, advice or other information which may be acted upon could not, if acted upon, cause illness, injury or death, or any other loss or damage; and

(i) the Work is not and has never been the subject of any threatened or actual legal proceedings or other complaint.

10.3 The Author will indemnify and keep indemnified the Publishers in respect of all losses, damages, costs and expenses (including legal expenses and any amounts paid by the Publishers on legal advice in settlement of any claim) arising out of any breach of the warranties, representations and undertakings given in this Clause 10 and any alleged breach of the warranties, representations and undertakings at Clause 10.2(e) to (h).

11. Royalties

11.1 Subject to the Author’s compliance with the terms of this Agreement, the Publishers will pay to the Author the Royalties in accordance with Clause 12.

11.2 Notwithstanding any other provision of this Agreement, no Royalties will be payable upon any copies of the Work for which the Publishers do not receive payment, including: (i) complimentary copies of the Work provided to the Author; (ii) review copies of the Work; (iii) copies of the Work distributed free-of-charge for marketing purposes; (iv) copies of the Work that are lost or destroyed; and (v) copies of the Work that are remaindered.

12. Accounting

12.1 The Publishers will prepare accounts for the sale and licensing of the Work quarterly on the 1st of March, June, September and December and will dispatch such accounts and payments due to the Author under this Agreement within 1 month of those dates, providing that:

(a) if the sum is less than £10, the Publishers reserve the right to carry forward that amount to the next accounting date; and

(b) the Publishers reserve the right to withhold payment of any element of the Royalties until payment for the underlying sale or licence has been received in full in cleared funds by the Publishers.

12.2 The Publishers may deduct from any amount due to the Author under this Agreement any sum that the Publishers are or may be obliged by law to deduct or withhold in respect of any tax or duty.

12.3 Royalties and other payments under this Agreement are exclusive of VAT (unless stated otherwise). VAT may only be charged by the Author if the Author provides a valid VAT invoice to the Publishers, and the Publishers will only be obliged to pay VAT in accordance with applicable VAT legislation.

13. Moral rights

13.1 The Author asserts his or her right to be identified as the author of the Work.

13.2 The Publishers will include, and will ensure that all licences of Rights require the licensee and any sub-licensee to include, the Author’s name (or pseudonym) prominently on all published copies of the Work (including on the spine, jacket, cover and title page of all paperback and hardcover editions) and in all marketing materials relating to the Work.

14. Term and termination

14.1 This Agreement will come into force on the date of its execution, and may only be terminated in accordance with its express terms.

14.2 Each right of termination set out in this Agreement is independent from and without prejudice to the other rights of termination set out in this Agreement.

14.3 Either party may terminate this Agreement by giving written notice to the other party if the other party commits a material breach of any of the terms of this Agreement, and:

(a) the breach is not remediable; or

(b) the breach is remediable but other party fails to remedy the breach within 30 days’ of receipt of a written notice requiring it to do so.

14.4 The Author may terminate this Agreement by giving written notice to the Publishers if the individual constituting the Publishers dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

14.6 This Agreement may also terminate in accordance with Clause 3.

15. Effects of termination

15.1 Upon termination of this Agreement the Rights will revert to the Author, save to the extent that this Agreement provides expressly to the contrary.

15.2 Termination of this Agreement will not affect: [(i) either party’s accrued rights as at the date of termination; (ii) the continuing validity of licences of Rights granted by the Publishers during the term of the Agreement; (iii) the validity of agreements to grant Rights entered into by the Publishers during the term of the Agreement; or (iv) the Publishers’ rights to receipts from valid licences of Rights or the Author's rights to receive Royalties upon such receipts.

15.3 If this Agreement terminates under Clause 3 then at the option of the Publishers, either: (i) the Author will refund to the Publishers any Advance and any other monies paid by the Publishers to the Author under or in connection with this Agreement; or (ii) the Author will not publish the Work or engage a third party to publish the Work or any work substantially similar to the Work without first offering that work to the Publishers on the terms of this Agreement.

15.4 The following provisions of this Agreement will continue to have effect following termination of this Agreement: 1, 10.3, 15, and 23.

15.5 If any stocks of printed versions of the Work are held by the Publishers at the date of termination, the Publishers may continue to sell those stocks in the Territory for a period of 12 months following termination of the Agreement on a non-exclusive basis, providing that the Publishers will continue during this period to account to the Author for Royalties.

16. Waivers and remedies

16.1 No breach by either party of any provision of this Agreement will be waived or discharged except with the express written consent of the party not in breach.

16.2 No failure or delay by either party in exercising any right, power or privilege under this Agreement will operate as a waiver of that right, power or privilege and no single or partial exercise by any party of any right, power or privilege will preclude any further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

17. Severance

17.1 If a court or other competent authority finds that any provision (or any part of any provision) of this Agreement is invalid, unenforceable or illegal, the other provisions will remain in force.

17.2 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the provision to the maximum extent possible, providing that that effect does not negate the intention of the parties.

18. Variation

This Agreement may not be varied except by an instrument in writing signed by or on behalf of each of the parties.

19. Assignment and sub-contracting

19.1 The Author hereby agrees that the Publishers may freely assign any or all of their rights and/or obligations under this Agreement, providing that any such assignment must be in writing and the Publishers must notify the Author of the assignment.

19.2 The Author must not sub-contract any of his or her obligations under this Agreement without the prior written consent of the Publishers.

19.3 Save as expressly provided in Clause 19.1 or elsewhere in this Agreement, neither party will without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in this Agreement or any rights or obligations under this Agreement.

20. Further assurance

Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things, reasonably within that party’s power, which are necessary to enable the parties to exercise their rights and fulfil their obligations under this Agreement.

21. Third party rights

21.1 Notwithstanding any other provision of this Agreement, the Author and the Publishers may agree any variation, waiver, recession, settlement or termination of this Agreement without the consent of any third party, and accordingly section 2(1) of the Contracts (Rights of Third Parties) Act 1999 does not apply.

21.2 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to rely upon or enforce any term of this Agreement.

22. Entire agreement

Nothing in this Agreement shall exclude or limit any liability of either party for fraud or fraudulent misrepresentation, or any other liability that may not be excluded or limited under applicable law. Subject to this:

(a) this Agreement will constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter;

(b) neither party will have any remedy in respect of any misrepresentation made to it upon which it relied in entering into this Agreement; and

(c) neither party will have any liability other than pursuant to the express terms of this Agreement.

23. Governing law and jurisdiction

This Agreement is governed by and construed in accordance with English law. Subject to Clause 11.3, each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales over any claim, dispute or matter arising under or in connection with this Agreement.

The parties have accepted this Agreement be executing it after the Schedules.

Schedule 1

Specification

Work

A literary work of approximately _______ words provisionally titled ______________ which has been or will be created by the Author and which will substantially reflect the contents of the synopsis provided by the Author to the Publishers.

Territory

Worldwide

Delivery Date

______________________

Form of copyright notice

“Copyright © [author’s name] [year]”

Schedule 2

Royalty rates

Part A: e-book sales

Category
Royalty rate
e-book sales through the publisher’s own outlets. 30% of the UK Retail Price.

e-book sales through Kindle. 15% of the UK Retail Price.
e-book sales through other affiliated sites and outlets. 30% of the Net Receipts.

Part B: Paperback and hardback sales

Category
Royalty rate

Paperback and hardback sales in the UK or elsewhere in the Territory. 30% of the Net Receipts after deduction of printing costs.
Discounted copies sold to the author. No payment

Part C: Miscellaneous sales

Category
Royalty rate

Omnibus edition sales
30% of the Net Receipts in respect of the entire edition multiplied by a fraction equal to the fraction of the edition represented by the Work. Sales through Kindle would be subject to a rate of 15% (as in Part A, above).
Remainder sales (at more than cost)
5% of the Net Receipts.
Copies given away for free
No payment

Part D: Subsidiary Rights

Category
Royalty rate

Anthology rights (the right to reproduce extracts from the Work in other publications (electronic and non-electronic))
30% of Net Receipts
Book digest/condensation rights (the right to publish an abridgement of the Work in volume form)
30% of Net Receipts
Braille rights (the rights to translate the Work into Braille and to exploit the Work in Braille form)
30% of Net Receipts
First and subsequent serial rights (the right to publish extracts from the work in one or several issues of a journal, periodical, magazine or newspaper)
30% of Net Receipts
Audiobook rights (the right to exploit the as an audiobook rights)
30% of Net Receipts
Journal digest/condensation rights (the right to publish an abridgement of the Work in a single issue of a journal, periodical, magazine or newspaper)
30% of Net Receipts
Large print rights (the right to produce and exploit large print editions for the blind or partially sighted)
30% of Net Receipts
Magazine and newspaper “one-shot” rights (the right to reproduce the whole or substantially the whole of the Work in a single issue of a magazine or newspaper)
30% of Net Receipts
Photocopying and reprographic rights not covered by collective licensing schemes
30% of Net Receipts
Quotation rights (the right to reproduce quotations from the Work in other publications)
30% of Net Receipts
Foreign reprint rights (the right of foreign publishers to re-use materials used by the Publishers in publishing and marketing the Work)
30% of Net Receipts
Translation rights (the right to translate the Work into a foreign language and exploit the Work in the form of that translation)
30% of Net Receipts
US rights (the right to exploit the Work in the United States in volume form)
30% of Net Receipt

EXECUTION:

SIGNED by
trading as the Publishers

SIGNED by the Author