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Contract Clauses 25 to 29

Now, really, the last dregs of the contract.

Complete Agreement and Modification

25. This agreement constitutes the complete understanding of the parties. No modification or waiver of any provision shall be valid unless in writing and by both parties.

26. The attached Insurance Rider is made a part of this agreement.


I'm not actually going to type out the rider. It's essentially extra insurance against possible lawsuits arising out of the agreement. It's longish, and it's non-negotiable; it has a deductible of 100,000, of which I'm liable for 20K, and the publisher the rest, except in certain circumstances. No other contracts that I've signed include an insurance rider, fwiw.

27. It is a condition of the rights granted hereby that the Publisher agrees that all copies of the Work that are distributed to the public shall bear the copyright notice prescribed by the applicable copyright laws of the United States of America. The Author hereby appoints the Publisher as his attorney-in-fact in his name and in his stead to execute all documents for recording in the Copyright Office evidencing transfer of ownership in the exclusive rights granted to the Publisher hereunder.

This means, as far as I can tell, that the publisher is responsible for registering the copyright -- in my name, as the copyright is mine -- and that it has licensed the rights inherent in that copyright as laid out in this contract.

28. The term "invoice price" as used in Paragraphs 10 and 15 means the price shown on the Publisher's invoices to its wholesaler and retailer customers from which the Publisher's wholesaler and retailer discounts are calculated. The difference between the jacket price and the invoice price will not exceed fifty cents ($0.50) or five percent (5%) of the invoice price, whichever is higher, without the Author's consent.

This isn't, as far as I know, an issue anymore. At once point, the invoice price was actually lower than the jacket price by about 50 cents and only for hardcovers, and as someone else pointed out, this had to do with freight costs.

29. In the even that the Author disposes of motion picture or television rights in the Work, the Author agrees that he will not permit the publication of any novelization of a screenplay or teleplay based upon the Work by another publisher.

Again, this is fairly straightforward; if I sell those rights (in my dreams), the Publisher reserves the right to publish whatever novelization or teleplay novelization themselves.

Important Notice:

The attached United States IRS Form 1001 must be completed (including Author's home address), signed and returned by Author with signed contracts. Without such form, Publisher is required to withhold a tax of thirty percent (30%) from all sums, including advances, payable under this agreement.


This has changed since I signed these contracts; Canadian or Foreign authors are required to get an Internation Tax Number, which is used in place of the US tax number, or they suffer the withholding tax. Which they cannot under any circumstances, get back. They can say that they've paid these taxes, under tax treaty law, but if they've over-paid, too bad. So if you're Canadian, make sure that you've got yourself an ITN before you start trying to sell things to the US; the ITN is needed for almost anything I've sold (shorts, columns, novels).

IN WITNESS WHEREOF, the parties have duly executed this agreement the day and year first above written.

BALLANTINE BOOKS, a Division of Random House, Inc.


The signatures close it all. And that's the entire contract. It's long. It's not the longest one I've seen, either (the Harlequin is 23 pages, and for that reason alone, I'm not inclined to add it because it's fairly similar).

I owe a large partial at the end of October, and I'm using LJ as a lever to get the writing done (this is the carrot, honest). But after I've posted this, probably over the next few days, I'll then do a run down of what happened with this specific book, because it's probably the best way to put the entire cloud of the contract into a real perspective.

Comments

( 15 comments — Leave a comment )
lnhammer
Oct. 4th, 2004 07:50 pm (UTC)
A followthrough/continuing case study would be very interesting indeed.

---L.
msagara
Oct. 4th, 2004 08:09 pm (UTC)
A followthrough/continuing case study would be very interesting indeed.

I'm not sure if it'll be interesting or not <wry g>. But I think it might put the fears about contracts into perspective. I know I was nervous about this first book, but in retrospect, it all seems a little pointless (the nerves, I mean) at this juncture.

That, and I think I have to write about Pratchett, as he's on my brain.
mmarques
Oct. 4th, 2004 08:02 pm (UTC)
Thanks for typing all of this up! It's been fascinating, especially with your annotations and replies to comments.
msagara
Oct. 4th, 2004 08:10 pm (UTC)
Thanks for typing all of this up! It's been fascinating, especially with your annotations and replies to comments.

You're very welcome! I initially started it because there's so much oblique discussion about contracts, and I wanted to ground any discussion in what I consider a typical first book SF/F contract.

There are -- as others have said -- differences in different genres. But I tend to babble on about the one I know, and this gives me something concrete to refer to, on those rare occasions when the contract does come up.
phantom_wolfboy
Oct. 5th, 2004 12:22 am (UTC)
How hard is it to get an ITN? I assume that the requisite info is on line and I can look most of it up myself, correct?

And, as others have said, thank you for typing this all in. I've never seen an actual contract before . . .
mmarques
Oct. 5th, 2004 07:05 am (UTC)
For information on how to apply for an ITIN, see this part of the IRS web site:
http://www.irs.gov/individuals/article/0,,id=96287,00.html

They even have a PDF of the form you need.
maggiemotley
Oct. 5th, 2004 02:39 am (UTC)
Thank you for this! I really appreciate you taking the time to clear the fog on all of this.

Looking forward to the case history.
stakebait
Oct. 5th, 2004 07:37 am (UTC)
Thank you so much for doing this. Dull as they are, you're giving valuable context for what is normal/expected, and I very much appreciate it.
zhaneel69
Oct. 5th, 2004 09:54 am (UTC)
I appreciate you doing this and fully commend you for helping your audience out.

Zhaneel
amyirene_40
Oct. 5th, 2004 06:35 pm (UTC)
Let me join in as one of those reading this with great interest. Thank you for taking the time to type in the contract, and thank you VERY much for adding the commentary.
bwappo
Oct. 13th, 2004 08:04 am (UTC)
Another thanks
I found this contract discussion via a link on John Scalzi's Whatever blog; thank you for taking the time and effort to delve into this!

Bwappo
msagara
Oct. 13th, 2004 08:52 pm (UTC)
Re: Another thanks
I found this contract discussion via a link on John Scalzi's Whatever blog; thank you for taking the time and effort to delve into this!

Your very welcome <g>. When I'm in the right mood -- which is, essentially, whenever I'm breathing -- I like to talk about my perception of the business; it's a bit different because I was working in bookstores long before I was published.

And I adore John Scalzi's Whatever. Even when I don't agree with him, he's entertaining enough to make reading his opinions a joy.
(Deleted comment)
msagara
Oct. 16th, 2004 07:29 am (UTC)
Re: thanks, and query
Is it acceptable to point other writers to your lj (unpublished in their cases) with specific instructions to read the contract entries?
Are there perhaps any other entries which you might prefer them to read first, before these?


Yes, it's completely acceptable; it's part of the reason I posted the contract (I'm assuming most published novelists have something fairly similar on hand that they can stare at with glazed eyes <wry g>).

But I'd -really- recommend that anyone with very little sense of how the distribution/bookstore end of the market work start somewhere way back near the beginning. (I think I gathered those under my memories, but could be wrong).

I try to explain things like returns, sales reps, and other bits and pieces of store/end-seller related things. I think they're important.
(Deleted comment)
( 15 comments — Leave a comment )