The following is a list of topics and clauses that may appear in Book contracts. Additional clauses are being added regularly, so be sure to check back later.
For helpful advice in negotiating your book contract (or the contract with your agent), buy “Negotiating a Book Contract: A Guide for Authors, Agents and Lawyers” by Mark L. Levine from this site or any bookseller.
Acceptance of Manuscript
Changes in Manuscript
Claims. See Indemnification
Interest on Unpaid Amounts
Licenses, Approval of
Other Books by Author
Print on Demand
Representations and Warranties
Reservation of Rights
Reservation of Rights (Author’s Web Site)
Reserve for Returns
Reversion of Rights
Royalties, Payment of
Size of Printing
Subsidiary Rights (Deductions)
Publisher shall cause any proposed abridgment, condensation or adaptation of the Work (including any abridgment, condensation or adaptation in connection with any grant of serial rights), and any proposed excerpt for serialization, to be submitted to Author for h/h approval prior to any publication thereof.
(a) Advertising (other than of other books published by the publisher of the edition in question), or material by others, may not be inserted or printed in any edition of the Work, whether issued by Publisher or its licensee, without Author’s written consent.
(b) Each license granted pursuant to this Agreement shall explicitly prohibit the insertion of advertising (other than of other books published by the licensee) or other material without the written consent of Author.
Except as otherwise specifically provided in this Agreement, any license granted, or copies of the Work sold, by Publisher under this Agreement to an Affiliate shall be granted or sold in an arms length transaction and on financial and other terms which are no less favorable to Publisher than the terms upon which Publisher would have granted such license, or sold such copies, to an unrelated or unaffiliated person or entity. As used herein, “Affiliate” means a Person that directly or indirectly, through one or more intermediaries or otherwise, controls, or is controlled by, or is in or under common control with, Publisher. As used herein, “Person” includes any individual, firm, division, corporation, limited liability company, joint venture, partnership, trust or other unincorporated organization or association or other enterprise.
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in New York City in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
Upon written request and at a mutually convenient time during ordinary business hours, Author or a representative may examine Publisher’s books and records relating to the Work at Publisher’s office. Any such examination shall be at Author’s expense unless accounting errors amounting to more than 5% of the sum paid to Author pursuant to this Agreement for the accounting periods being reviewed are found to Author’s disadvantage.
Corrections made because of printers’ errors, copyeditors’ errors, errors of any other employee or agent of Publisher or because changes have been made that were not previously approved by the Author shall not be considered Author’s Alterations.
Author’s Alterations (Deductions). [to add at end of paragraph requiring Author to pay for Author alterations] “If Publisher intends to charge Author for any such alterations, it shall deliver to Author a true and correct copy of the typesetter’s bill for such changes (and for the original cost of composition) no later than 60 days after initial publication of the Work.”
Free Copies: “Publisher shall also endeavor to obtain for Author, without charge to Author, at least three copies of each edition of the Work published by a third party pursuant to any license granted by Publisher hereunder.”
[to add at end of section dealing with number of free copies]
Copies for Resale. The Publisher shall sell to the Author additional copies for personal use or for resale to groups at events where s/he is speaking, doing a reading or conducting a seminar (or like event) at a discount of 60% from the catalog price. No royalties shall be paid on copies provided to the Author pursuant to the provisions of this paragraph. Books purchased pursuant to this paragraph shall be non-returnable.
There shall be no reduction in royalties [or “amount received”*] or any other amount payable to Author under this Agreement because of nonpayment by customers or licensees. [*or “net” or “net proceeds” or whatever other term is used in the contract.]
If a petition in bankruptcy is filed by Publisher, if Publisher is adjudicated a bankrupt by any court, if Publisher admits in writing its inability to pay its debts when they become due, if Publisher makes an assignment for the benefit of its creditors or otherwise liquidates its business, or if a receiver, liquidator, custodian or trustee shall be appointed for Publisher or a substantial part of its assets [or if Publisher breaches any provision of this Agreement and does not cure said breach within 30 days of written notification thereof from Author,] then this Agreement (except as provided in Section [--*]) shall automatically terminate. For purposes of this Section [--], “Publisher” shall include any corporation of which Publisher is then a division.
* See “Effect of Termination” in Negotiating a Book Contract: A Guide for Authors, Agents and Lawyers for clauses that should remain in effect.
CHANGES IN MANUSCRIPT
Except for spelling changes, Publisher will no changes in the manuscript submitted by Author for publication or add any material to the Work without Author’s consent. Publisher will deliver to Author a copy of the manuscript clearly marked to show any copy editing or other changes that Publisher would like to make in the manuscript, and Author will notify Publisher which changes are acceptable to h/h.
to add at end of section: “The provisions of this Section shall (x) not apply to any country, medium or language as to which rights have reverted to Author pursuant to this Agreement, or (y) after six years from the Work’s initial publication in book form. As used in the previous sentence, , “book form” includes print-on-paper and e-book editions.”
(a) Publisher shall print in every copy of the Work (and any abridgment, condensation or partial publication thereof) published by it under this Agreement a copyright notice that contains the name of Author as owner of the copyright and that complies with the U.S. Copyright Act of 1976 and the Universal Copyright Convention. Publisher shall also duly register a claim for United States copyright in the Work in Author’s name within three months of the Work’s initial publication.
(b) Every license granted by Publisher pursuant to this Agreement shall require the licensee to print a proper copyright notice in each copy (to the extent applicable to the medium).
Publisher agrees to show Author the sketches and designs for the Work’s book jacket (and, if no book jacket, cover), as well as the proofs therefor, in time for Author’s suggestions and responses to be incorporated if Publisher agrees with them. Publisher shall use its best efforts to include the same or a substantially similar clause in any license for (x) English language reprint editions of the Work for publication primarily in the United States and (y) any English-language e-book edition, in each case which Publisher is permitted to license under this Agreement.
(a) Other than as specifically provided in this Agreement, no amounts paid or payable by Publisher in connection with the Work may be deducted from Author’s advance, royalties or any other monies payable to Author under this Agreement.
(b) Except in connection with any breach of Author’s representations and warranties, or as otherwise specifically provided in this Agreement, the advance shall not be repayable.
If for any reason [-----------] (or any successor editor satisfactory to Author and Publisher selected in accordance with Section [--]) ceases to be the primary editor of the Work, Publisher shall consult with Author as to the editor intended to replace h/h and allow Author the chance to interview all prospective substitutes. The new editor shall be a person satisfactory to both Author and Publisher. Publisher shall use all reasonable efforts to designate a successor editor satisfactory to Author. If the new editor is not a person satisfactory to Author, in Author’s reasonable judgment (such consent not to be unreasonably withheld), and Author and Publisher are not able after a period of 30 days to agree upon a mutually satisfactory substitute, Author may cause this Agreement to be terminated by written notice to Publisher, whereupon this Agreement shall terminate (subject to the following provisions) and all rights granted hereunder shall revert to Author and Publisher shall (without charge) promptly assign to Author all of Publisher’s rights under any agreements entered into by Publisher pursuant to Section [-- (subsidiary rights)] hereof unless the other party or parties to such contract desire to terminate same. Upon such termination, Author shall be entitled to retain [x%] of all amounts previously paid to h/h pursuant to [Section -- (advance)] hereof and shall repay the balance from first monies, if any, received from a subsequent publisher of the Work if the Work is subsequently published.
[Publishers rarely agree to include this clause. It should not be requested except in unusual circumstances.]
Notwithstanding the provisions of Sections [--] and [--],* Any money payable to Author in connection with Section [-- (subsidiary rights)] shall be paid to Author within twenty days after receipt thereof by Publisher if (i) the advance has already earned out or amounts sufficient therefor have been accrued by Publisher (including for this purpose, to the extent applicable, the amount of the proposed payment) and (ii) if the Author’s share of any amount paid to Publisher by a licensee for any right exceeds $[1,000].
*section(s) stating when subsidiary rights payments are made (often the section on royalty statements)
Indemnification – [Delete “claims, actions and proceedings” (and like language) and replace it with “any final non appealable judgment based upon, and finding, a breach of any of the representations and warranties contained in Section [--] and from all reasonable costs and expenses (including reasonable counsel fees) in connection therewith.”]
Extent of Liability – In no event shall Author’s liability under Section [---] exceed the total amount of monies paid and payable to Author hereunder.
Monies Withheld: Interest – Any amounts withheld by Publisher pursuant to Section [--] shall be placed in an interest-bearing account in Author’s name and any interest earned on such account shall be applied to any liabilities of Author under Section [---] or returned to Author in accordance with the provisions hereof. Any amounts so withheld shall not exceed the lesser of the amount claimed under the [Claim] or the maximum amount of Author’s liability under Section [--],
Monies Withheld: Release – If any such [Claim] has not resulted in a [suit or] proceeding within one year after notice thereof, or no action has been taken in connection with an [action or] proceeding during any 12-month period after the action or proceeding has been commenced, Publisher shall release any monies being held in connection therewith unless Publisher notifies Author in writing that it affirmatively believes that an action or proceeding related to such claim will be commenced within  months or that the action or proceeding already commenced will be actively pursued.
Publisher will, at its own expense, cause a person experienced in the preparation of indexes to prepare a detailed index for the Work; said person shall be required to meet with Author prior to preparation of the index and to comply with Author’s reasonable instructions. Both the person chosen and the index shall be satisfactory to Author and Publisher. The index shall be submitted to Author in typescript form for h/h comments before it is set in print, and Author’s comments shall be incorporated by the indexer. Publisher will print said index, as so revised by the Author, in the Work. Publisher agrees to pay all fees and expenses of the person preparing said index [and shall be entitled to recover said amounts (but only up to $----) from Author by deducting same from royalties (if any) first accruing to Author; a copy of the indexer’s bill shall be delivered by the Publisher to the Author prior to or contemporaneous with such deduction from royalties.] Publisher’s agreement with the indexer shall be on a work-for-hire basis and shall provide that the copyright in the index is to be owned by Author.
INTEREST ON UNPAID AMOUNTS
Notwithstanding the foregoing, Publisher shall pay to Author interest at the rate of 1.5% per month on any amounts not paid in accordance with the provisions of this Section [---]* or [---] by the stipulated date (except when payment has not been made because the aggregate unpaid amount is less than $–, as permitted by Section [--]).
* royalties section (and, for next, subsidiary rights payment section)
LICENSES, APPROVAL OF
Publisher will provide Author with copies of each agreement or other license granted pursuant to Section [--] hereof. Any license or other agreement pursuant to said Section(s) [(but only if relating to audio, electronic, software, performing, commercial or merchandising rights, if any such rights are granted by this Agreement), and any amendment to any such agreement or license, shall require the prior written consent of the Author; however Author’s consent shall be deemed given unless within  days after h/h receipt of a proposed agreement or license, Author notifies Publisher that s/he does not consent or asks for revisions in any terms or provisions. Publisher shall promptly deliver to Author a copy of any such proposed agreement or license, or amendment thereto, for Author’s comments.
As used in this Agreement, “net receipts” means all monies payable to the Publisher from the sale or licensing of the Work pursuant to this Agreement. In determining “net receipts” for purposes of the royalty and licensing percentage sections of this Agreement, shipping, handling and insurance charges, and sales and similar taxes, shall be excluded.
The Author is not now under contract to write any other book and will not contract to deliver any manuscript [(whether under his own name or in collaboration with anyone or otherwise)] for any full-length book which is required to be delivered prior to the delivery date of the manuscript for the Work and will not deliver a manuscript for any other book prior to his delivery of the manuscript in accordance with Section [--] hereunder.
[to be used, if applicable, only if publisher has a typical “Next Book” clause in its contract. See “Next Book Clauses” in Negotiating a Book Contract: A Guide for Authors, Agents and Lawyers.]
(a) All notices and consents required to be given under this Agreement shall be in writing and delivered by hand, or by first class mail return receipt requested, or by Federal Express (or any similar express or courier service), to the parties at their respective addresses listed below or at such other address as the parties are previously notified of in writing. Except as otherwise specifically provided in this Agreement, all such notices and consents shall be deemed given when received. Copies of all written notices to Author, and all royalty statements, shall also be sent to [name of literary agency], [address].
Author: [Name], [Street Address] [City, State, Zip]
Publisher: [Name], [Street Address] [City, State, Zip]
(b) Unless otherwise specified in this Agreement, email notices shall not be considered valid notice and references to “written,” “in writing,” and like phrases shall not include emails.
OTHER BOOKS BY AUTHOR
Publisher shall print in each copy of the Work published by it, and shall require that each licensee of the Work publish in each copy published by licensee, a list of all books previously published by Author (whether published by Publisher or another publisher).
Within  days after Author’s delivery of the completed manuscript for the Work, Author shall deliver to Publisher approximately [----] glossy black and white photographs chosen by Author for reproduction in the Work. The cost of obtaining these photographs, and all permissions related thereto, shall be borne by Publisher. Author, however, shall not incur any costs for photograph permissions without Publisher’s prior written consent, such consent not to be unreasonably withheld or delayed; any delay shall extend the time for delivery of the photographs on a day for day basis. Publisher shall also, at its own expense, scan such photographs (or, if applicable make such dies and cuts) and otherwise prepare the photographs for publication in the Work (but without cropping same, unless consented to or directed to by Author). [Notwithstanding the foregoing, Publisher shall not be required to spend more than an aggregate of $[--------] for such permissions.] Author shall write the captions for all photographs, and no changes shall be made therein without Author’s consent.
PRINT ON DEMAND
Print-on-demand copies of the Work will be considered print-on-paper and not electronic editions.
Print-on-demand copies of the Work will be considered electronic and not print-on-paper editions.
[There are arguments for both sides. Further explanation will appear in a future revision.]
Multiple Editions. When Publisher has more than one edition of the Work in print, the provisions of this Agreement concerning Author’s right to buy copies of the Work when the Work is out of print (including the price at which Author may buy unsold copies) shall apply also to separate editions of the Work published by Publisher which Publisher declares out of print or remainders.
REPRESENTATIONS AND WARRANTIES
At the end of the paragraph, add “These representations and warranties shall not apply to any material furnished by Publisher [or to any changes made in the Work without Author’s approval].
RESERVATION OF RIGHTS (AUTHOR’S WEB SITE)
(a) Notwithstanding anything to the contrary contained herein, nothing in this Agreement or in any license granted by Publisher shall prohibit Author from including (without payment of any kind to any person or entity) selected excerpts from the Work on a web site or web page maintained by the Author or on Author’s behalf; provided, however, that, to the extent Publisher so requests, Author shall not do so with respect to any excerpt as to which the Publisher has granted first or second serial rights until the earlier of (x) 30 days after that excerpt has been published by the licensee, or (y) six months after permission to publish the excerpt was granted to the licensee.
(b) The substance of the foregoing shall be contained in any license granted by the Publisher hereunder that purports to grant any exclusive electronic rights to a licensee.
RESERVE FOR RETURNS
[Please add the following as a separate paragraph:] “Notwithstanding the first paragraph of this Section [---], no reserves shall be withheld for any copies of the Work shipped more than three accounting periods prior to the date of the latest royalty statement required to be rendered by Publisher pursuant to this Agreement.
The amount of any reserve for returns shall be specified on each [royalty statement][ statement of account].
REVERSION OF RIGHTS
The rights and licenses granted by Sections [--] and [--] hereof may be rescinded by Author by written notice to Publisher in respect of any right, medium, language or country for which no such right has been exercised, and no license has been granted, by Publisher in accordance with the terms of this Agreement within [two/three] years after first publication of the Work in book form in the United States. As used herein, “book form” includes print-on-paper and e-book editions.
#. Payment of Royalties. All sums of money due Author under this Agreement shall be paid in separate checks, 85% (less any amounts which Publisher is authorized to deduct in accordance with the other terms of this Agreement from monies otherwise payable to Author) to [name] at [address], and 15% (without any such deductions) to [name of literary agency], [address], or in each case to such other address as the party entitled to same shall notify Publisher. Author does hereby irrevocably assign and transfer to [name of literary agency], and [name of literary agency] may retain, the aforesaid 15%.
Separate Royalty Checks: #. On March 31st and September 30th of each year, Publisher will report on the sales of the Work and revenue from licenses for the six-month period ending on the preceding December 31st and June 30th, respectively. Publisher shall send copies of this statement separately to Author and to Agent. The Author’s copy shall be accompanied by a check for 85% of the amount (if any) shown on such statement as payable by the Publisher; the Agent’s copy shall be accompanied by a check equal to the 15% balance. If Publisher wishes, these 85% and 15% amounts shall be printed on the royalty statement beneath or alongside the total amount payable. For the avoidance of doubt, it is understood that both the statement sent to Author and that sent to the Agent shall be for 100% of such sales and revenue for the relevant period and not for 85% or 15% of such amounts.
#. If Publisher is not required to make any payment to Author because the aggregate amount payable to the Author is less than $[--] as provided in Section [--] hereof, Publisher shall nonetheless be required to provide to Author, within the time period specified in Section [--], a royalty statement for the relevant period.
[or, at the end of the sentence saying that Publisher is not required to send a royalty check if the total owed to author is less than a specified amount, add “; however, the [royalty statement] [statement of account] for such period shall nonetheless be timely sent.”]
#. With the exception of the foregoing*, if Publisher shall fail to render any accounting or payment by the date stipulated [above] or as otherwise required by Section[--] or [---], and if after thirty (30) days’ written notice by the Author to Publisher, said payment (and accounting, if applicable) are not made by Publisher, this Agreement shall terminate (except as set forth in Section [--]**) and all rights granted under this Agreement shall revert to the Author.
* right of publisher not to send royalty check if it’s less than a specified amount
**See “Effect of Termination” in Negotiating a Book Contract: A Guide for Authors, Agents and Lawyers for clauses that should remain in effect.
#. The amount of any reserve for returns shall be specified on each [royalty statement][ statement of account]. There shall be no reduction in royalties or any other amounts payable to Author under this Agreement because of non-payment by customers or licensees.
#. If Publisher notifies the Author that the Work is not acceptable (i.e., satisfactory to it in form and content), it shall advise Author in writing of its suggested changes to make the Work satisfactory.
(a) If, within  days after Author has delivered any manuscript or revised manuscript to Publisher, Publisher does not, in writing, notify the Author that said manuscript is satisfactory to it in form and content, or request revisions, [or (to the extent permitted by Section [---] hereof) terminate this Agreement,] then the manuscript shall be deemed satisfactory to Publisher and accepted by it for all purposes of this Agreement.
(b) References in this Agreement to “accepted,” “acceptance” and like terms with respect to a manuscript or a Work shall include the deemed acceptance of such manuscript and Work in accordance with the terms of clause (a) above.
#. Serialization. If selections from the Work are sold for publication in more than one installment and the first such publication is before the Work’s initial publication, all installments shall be deemed to be prior to the Work’s initial publication.
SIZE OF PRINTING
#. Size of Printing. Within 30 days after each printing of any print-on-paper edition of the Work by Publisher, Publisher shall promptly notify Author of the size of such printing.
SUBSIDIARY RIGHTS (DEDUCTIONS)
#. Subsidiary Rights (Deductions). In computing “amount received” for purposes of Sections [--] and [--], and “proceeds” and “net proceeds” for purposes of Section [--], no agent’s, lawyer’s or salesperson’s commissions or fees or any similar expenses shall be deducted.
#. Termination (Failure to Publish by Deadline). Upon any termination of this Agreement pursuant to Section [--], (i) all rights granted by Author to Publisher hereunder shall revert to the Author, (ii) Publisher shall, without charge, promptly assign to Author all of its rights under any licenses or other agreements entered into by it pursuant to Section [--]* hereof [unless the other party or parties to such contract desire to terminate same], (iii) [except as otherwise specified provided herein,] Author shall be entitled to retain all advances previously paid to h/h by Publisher (and to receive any amounts then owed and not yet paid) and to receive that portion or protions of the advance otherwise payable to h/h upon initial publication of the Work (or thereafter) if not yet paid.
*subsidiary rights and (if different) licensing sections
#. Termination (Non-Payment). If Publisher fails to make any royalty or other payment (or deliver any royalty statement) by the date specified therefor in this Agreement and if, after 30 days’ written notice by Author to Publisher, said payment (and statement, if applicable) have not been not delivered to Author by Publisher, all rights granted under this Agreement shall automatically revert to Author and this Agreement shall (except as otherwise specified in Section [---]*) terminate.
*See “Effect of Termination” in Negotiating a Book Contract: A Guide for Authors, Agents and Lawyers for clauses that should remain in effect.
#. Termination (Non-Payment). [Alternative language]
(a) This Agreement will terminate and all rights granted by Author to Publisher hereunder will terminate (in each case, without any further action required by Author or Publisher) if:
(i) any royalties or other payments required to be made by Publisher to Author hereunder are not paid, or any royalty statement required to be delivered by Publisher to Author hereunder is not delivered, by the date required therefor as provided herein;
(ii) Author delivers to Publisher written notice of such non-payment or non-receipt; and
(iii) within  days after such notice is delivered to Publisher, those amounts have not been paid in full or such royalty statement has not been delivered (as the case may be).
(b) Any such termination shall be without prejudice to the rights of Author under this Agreement to receive monies owed to Author at the time of such termination, to receive royalties and other amounts payable to Author on books theretofore or thereafter sold on which royalties are payable to Author, to receive Author’s portion of payments made to Publisher for rights with respect to the Work that were previously sold or licensed by Publisher hereunder and to Author’s right to purchase disks, computer files, film, plates, disks, bound books and the like which Author is entitled to purchase upon termination of this Agreement because of the Work being out of print.
#. Termination (Material Default). If Publisher breaches any provision of this Agreement and does not cure said breach within 30 days of written notification thereof from Author, then this Agreement (except as provided in Section [---*]) shall automatically terminate.
* See “Effect of Termination” in Negotiating a Book Contract: A Guide for Authors, Agents and Lawyers for clauses that should remain in effect.
#. Title. Unless otherwise agreed to by Author and Publisher, the title of the Work shall be that listed in Section [--].
#. Title. [Alternative language] The title of the Work, if not that listed in Section [----], shall be a title satisfactory to both Publisher and Author.
#. Waivers. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the party granting such waiver. No waiver by either party, whether express or implied, of any provision of this Agreement or of any breach or default of any party, shall constitute a waiver of any other provision of this Agreement, and no such waiver shall prevent such party from acting upon any other breach, a subsequent breach or any other default of this Agreement.
© 2011 Mark L. Levine