MEMORANDUM OF AGREEMENT
This Agreement made between _______________________ and its successors and assigns, hereinafter referred to as the PUBLISHER, and _________________________, of ___________________________, hereinafter referred to as the AUTHOR.
The parties agree as follows:
1. The Work. This Agreement pertains solely to the AUTHOR's textual Work titled "_____________________________________________________."
2. (a) Limitations On Scope Of Grant.
(i) This Agreement is not a transfer of the copyright to the Work.
(ii) This Agreement does not permit the PUBLISHER to publish the Work in any revisions of the Anthology in any medium unless explicitly granted by This Agreement.
2. (b) All rights not expressly granted by the AUTHOR reside exclusively with the AUTHOR. Any rights that may be developed in the future shall reside with the AUTHOR.
3. (a) Print Rights. The AUTHOR grants first serial print rights in the Work to the PUBLISHER for inclusion in __________________ (the “Anthology”), for publication in the English language on or before ______________________. The rights granted under the terms of this paragraph shall be exclusive for a period of three (6) months following the first date of publication under this paragraph and nonexclusive thereafter.
3. (b) Electronic Rights. The AUTHOR grants first world electronic print rights to the PUBLISHER to include the Work in the Anthology, for publication in the English language on or before ___________________. The rights granted under the terms of this paragraph shall be exclusive for a period of SIX (6) months following the first date of publication under this paragraph and non-exclusive thereafter.
For the avoidance of doubt, the rights granted to the PUBLISHER under this paragraph are rights only to the publication or dissemination of an electronic replica of the Work as it is incorporated in the Anthology. The Anthology is to be published as an e-book.
4. Exclusivity. The AUTHOR agrees not to publish or permit others to publish the Work in the English language prior to its initial publication in the Anthology and throughout the exclusivity period granted to the PUBLISHER thereafter without the prior written permission of the PUBLISHER. If the Work is selected for a “best of the year” or an awards anthology, the PUBLISHER agrees to waive this clause, provided the AUTHOR gives the PUBLISHER prior written notice of the selection by such an anthology.
5. Payment. For the rights granted to the PUBLISHER in this Agreement, the AUTHOR will receive a payment in the sum of __________________________, sent to ______________________________________________________________________ which will be paid within 60 days of the receipt by the PUBLISHER of this agreement executed by the AUTHOR. If payment is not received as required by this paragraph, all rights granted hereunder shall immediately revert to the AUTHOR.
6. Reversion of rights. If the PUBLISHER fails to publish the Work by ___________________, all rights granted hereunder shall immediately revert to the AUTHOR. In such event, the AUTHOR shall retain any payments made under this Agreement prior to such reversion.
7. Promotion. Arising under and terminating with the grant of rights to the Work in this Agreement, the AUTHOR grants PUBLISHER the right to use the AUTHOR’s name, image, likeness, and biographical material for all advertising, promotion and other exploitation of the Work. Upon request, the AUTHOR shall provide the PUBLISHER with a photograph of the AUTHOR and appropriate biographical material for such use. The PUBLISHER shall use only the AUTHOR’s name, image, likeness and biographical material provided and approved by the AUTHOR.
8. Warrant of Ownership. The AUTHOR warrants that, as of the date of executing this agreement, they are the sole AUTHOR of the Work; that they are the owner of all the rights granted to the PUBLISHER hereunder and have full power to enter into this agreement and to make the grants herein contained; that the Work is original and any prior publication of the Work in whole or in part has been fully disclosed to the PUBLISHER and that to the best of the AUTHOR’s knowledge the Work does not infringe upon any copyright or upon any other proprietary or personal right of any person, firm or corporation.
9. Indemnity. The AUTHOR will indemnify the PUBLISHER against any loss, injury, or damage finally sustained (including any legal costs or expenses and any compensation costs and disbursements paid by the PUBLISHER) occasioned to the PUBLISHER in connection with or in consequence of an intentional breach of one or more the foregoing warranties, for which the PUBLISHER has no coverage under its insurance policies. The PUBLISHER will add the AUTHOR to any insurance policy it may have which would insure against such loss, injury, or damage unless doing so is impractical. Legal representation and the decision to settle will be made in consultation between the AUTHOR and PUBLISHER, and neither may proceed without the approval of the other, not to be unreasonably withheld.
10. Alterations to the Work. The PUBLISHER will make no alterations to the Work’s text or title without the AUTHOR’s written approval in e-mail or hardcopy. AUTHOR will be provided with the PUBLISHER’s proposed version of the work prior to publication and given sufficient time to review text. The PUBLISHER reserves the right to make minor copyediting changes to conform the style of the text to its customary form and usage.
11. Copyright Notice. The PUBLISHER agrees to list a proper copyright notice for the Work in the name of the AUTHOR at the end of the Work in both print and electronic editions.
12. Credit. The AUTHOR will be credited on the table of contents page and at the beginning of the story as ____________________________________.
13. Third Party Alteration of the Work. The PUBLISHER shall not make the Work available to any distributor, catalogue, service, or computer program which alters the text of the work or the display of the work, beyond typographic or formatting changes that do not affect the meaning of the work, or facilitate such changes -- including but not limited to removing or changing profanity -- without written permission of the AUTHOR. Should the Work be so listed without the permission of the AUTHOR, the PUBLISHER shall ensure its removal.
14. Legal Jurisdiction. Regardless of its place of execution, this agreement shall be interpreted under the laws of __________________.
15. Disputes. The parties agree that any suit, action or proceeding, whether claim or counterclaim, brought or instituted by either party relating to the subject matter of this Agreement, shall be tried only by a court and not by a jury. The parties to this agreement expressly waive any right to a trial by jury in any such action or proceeding.
16. Legal Venue. The parties agree that any action to enforce this Agreement shall be brought in the appropriate court of _________________________, and that such court shall have personal jurisdiction over each of the parties.
17. Successors and Assigns. PUBLISHER may not assign or in any way transfer this contract or the rights granted by it to another person or entity without the written permission of AUTHOR.
18. Amendment. This Agreement constitutes the entire Agreement between the parties, and supersedes all prior writings or oral agreements. This Agreement may be amended, only by a written agreement clearly setting forth the amendments and signed by both parties.
19. Void Provision. If any term or condition of this Agreement is found by a court of competent jurisdiction to be illegal, unlawful or otherwise unenforceable, the parties agree that such term or condition shall be reformed as nearly as may be possible to carry forth the intentions of the parties and that such illegality, unlawfulness or unenforceability shall not act to void any other term or condition of this Agreement nor to void the Agreement as a whole.
20. The parties acknowledge that each party has read and understood this contract before execution.
21. Affirmation of Agreement. By typing their names below, the AUTHOR and the PUBLISHER agree to electronic signature of this Agreement, and further consent to be bound by its terms and conditions as if the Agreement had been manually signed. The AUTHOR further warrants that no certification authority or other third party verification is necessary to validate their electronic signature. The undersigned agree to the terms specified above.
PUBLISHER: __________________________________ DATE: _________
AUTHOR: _____________________________________ DATE: _________