December 2011

SPN : BulletPoint December 2011 - Research and Publication Agreement - Template

By establishing well-determined parameters, a good fence makes for good neighbors. By spelling out clear expectations and responsibilities for all parties, a good contract does much the same.

If your organization will hire a researcher / writer, it's best for all involved that there be a contract that covers the details, from the report's length to the number of interviews the author is to give, from a payment schedule to a content outline.

The Research and Publication Agreement provided below serves as a template from which an institute and a researcher/writer can, together, build a good fence.

Disclaimer: This template is for informational purposes only and is not based on the laws of any specific state or other jurisdiction but rather general principles of law applicable throughout the United States. This template should only be used after first consulting with an attorney or other expert knowledgeable in the laws of the applicable jurisdiction and the specific intended use of this template.

YOUR INSTITUTE

Research and Publication Agreement

Agreement made this DAY day of YEAR between the YOUR INSTITUTE, located at ORGANIZATION'S ADDRESS, (herein referred to as the Publisher), and AUTHOR'S NAME, located at AUTHOR'S ADDRESS, (herein referred to as the Author and designated in the masculine singular pronoun). Publisher and Author are each a Party, and collectively, the Parties.

Whereas the Publisher wishes to have Author conduct research and write a work described as a(n) TYPE OF WORK (referred to as the work) now therefore, they mutually agree as follows:

Grants of Rights

1)      The Author grants the Publisher:

a)      Worldwide sale and exclusive right to:

i)        Copyright, print, publish, adapt, vend, rent, lease, register, perform, distribute, copy, market and sell the work in electronic, digital, multi-media, book or pamphlet or any other means of media art form or media, and prepare derivative works;

ii)      License publication of the work (incomplete, condensed, or abridged versions) by book clubs;

iii)    License publication of a reprint or revamped edition by another publisher;

iv)    License publication of the work (incomplete, condensed, adapted, derivative or abridged versions) or selections from the work in anthologies and other publications or other media, in mail-order and schoolbook editions, as premiums and other special editions and through microfilm and digital or electronic or other forms of copying;

v)      License periodical publication including electronic or print or digital magazines, newspapers and digests before or after publication;

vi)    License adaptation of the work for video or audio programs, presentations or performances, printed cartoon versions and other mechanical or digital  reproduction and performance in any media or form or media work;

vii)  License, without charge, transcription or publication of the work in Braille or in other forms, for the physically handicapped;

viii)  For publicity purposes, publish or permit others to publish or broadcast by radio, Internet, or television, or any other media or means, such selections from the work as in the opinion of the Publisher may benefit its sale or distribution; and,

ix)    Use Author's name and likeness in connection therewith.

b)      Sole and exclusive right to license in all foreign languages and all countries, the rights granted in subdivision a. above.

Permission for Copyrighted Material

2)      If the Author incorporates in the work any copyrighted material, he shall procure, at his expense, written permission from the publisher to reprint, publish, distribute, adapt and/or perform it.

Warranties

3)      Author warrants: that he is the author of the work; that to the best of his knowledge the work is factual; that he is the sole owner of all rights granted to the Publisher; that he has not previously assigned, pledged or otherwise encumbered the same; that he has full power to enter into this agreement; that except for the material obtained pursuant to Paragraph 2 the work is original, has not been published before, and is not in the public domain; that it does not violate any right of privacy or any property right of any person; that it is not libelous or obscene; and that it does not infringe upon any statutory or common law copyright.

4)      In the event of any claim, action or proceeding based upon an alleged violation of any of these warranties (i) the Publisher shall have the right to defend the same through counsel of its own choosing, and (ii) the Author shall hold harmless the Publisher, any seller of the work, and any licensee of a subsidiary right in the work, against any damages finally sustained. If any such claim, action, or proceeding is instituted, the Publisher shall promptly notify the Author, who shall fully cooperate in the defense thereof. 

Delivery of Satisfactory Copy

5)      The Author agrees to deliver one complete copy of the manuscript in the English language of approximately ### to ### pages in length with charts and tables to the Publisher, together with any permission required pursuant to Paragraph 2, and all photographs, illustrations, drawings, charts, maps and indexes suitable for reproduction and necessary to the completion of the manuscript not later than DATE in electronic form. The manuscript is to be provided to the Publisher in Microsoft Word by E-mail. If Microsoft Word is not available to the Author, an agreed upon software by both Parties will be determined prior to the start of the research.

The Author is to comply with directions for producing the manuscript, provided in the Publisher's Writer's Guide, unless otherwise agreed upon in writing by both Parties prior to the start of the research. The manuscript is to be delivered by the Author, free of excessive grammatical, typographical, and syntax errors. The Author agrees to work with the Publisher in editing the manuscript to ensure accuracy and clarity. The Author will review editing performed by the Publisher and, if necessary, agrees to work with the Publisher to produce a proof for publication that is acceptable to both Parties.

If the Author fails to deliver the manuscript within ninety (90) days after the above date, or if any manuscript that is delivered is not, in the Publisher's judgment, satisfactory, the Publisher may terminate this agreement by giving written notice, whereupon the Author agrees to repay forthwith all amounts which may have been advanced hereunder.

6)      The Publisher and Author agree to the following outline for the report:

a)      YYY;
b)      YYY;
c)      YYY;
d)     YYY; and
e)      YYY.

7)      After release of the manuscript, the Author is responsible for defending in writing and/or orally the research against rebuttals and criticisms and for correcting any factual errors that are pointed out.

8)      In the absence of written request from the Author prior to publication for their return, the Publisher after publication of the work, may dispose of the original manuscript and proofs.

Copyright

9)      The Publisher, at its discretion, may copyright and register the work in the name of the Author, in the United States and anywhere else, in compliance with the Universal Copyright Convention, and apply for renewals and extensions of such copyright.

Suits for Infringement of Copyright

10)  If the copyright of the work is infringed, and, if the Parties proceed jointly, the expenses and recoveries, if any, shall be shared equally. If they do not proceed jointly, Publisher shall have the right to prosecute such action in its name alone, or, if Publisher does not file suit within ninety (90) days notice, Author may take action in his name alone, and such party shall bear the expenses thereof, and any recoveries shall belong to such party.  If such party shall not hold the record title of the copyright, the other party hereby consents that the action be brought in his or its name.

Schedule and Additional Terms

11)  The Publisher shall pay the Author:

a)      A total sum of AMOUNT dollars ($___) according to the following schedule:

i)        AMOUNT dollars ($___) within ten (10) working days after the contract has been finalized with signatures by both the Author and Publisher.

ii)      AMOUNT dollars ($___) within thirty (30) days following receipt of an invoice issued by the Author, after both Author and Publisher have agreed on the final draft.

b)      The Publisher shall make payments to the Author in U. S. funds by check made payable to PAYEE NAME. If payment is to be made to an individual, an IRS Form W-9 must be on file in the office of the Publisher. An IRS Form 1099 will be issued to the Author at year end.

c)      The Author agrees to make NUMBER OF TRIPS trip(s) to CITY, STATE, if requested by the Publisher for meetings, press conferences, or other mutually agreed upon activities to release or promote the final work product. The date(s) of any trip(s) shall be mutually determined by the Publisher and Author. The Publisher agrees to pay expenses for trips, including pre-approved travel, lodging, and incidental expenses.

d)     The Author agrees to do up to NUMBER OF INTERVIEWS (___) remote interviews, by phone, Internet or other electronic means as part of this agreement, if requested by the Publisher, at no additional charge.  Author may agree to give interviews exceeding this amount, at the request of Publisher, at a rate of AMOUNT ($____)  per hour, to be invoiced by Author within thirty (30) days of interview date.  Invoices shall be paid by Publisher within thirty (30) days of receipt of invoice. 

e)      The Author gives permission to the Publisher to identify the author as a fellow or senior fellow of the YOUR INSTITUTE.

Independent Contractor

12)  Author is an independent contractor and nothing in this Agreement will be construed to create a partnership, joint venture, or employment relationship between the Parties.  Neither Party has the authority to bind the other to any commitment whatsoever, except as agreed herein, and the Parties agree they will not hold themselves out to third Parties as having authority to do so.

Confidentiality

13)   Each Party agrees to maintain in confidence the nature and details of this Agreement.

Law Applicable

14)  This agreement shall be interpreted according to the law of the State of STATE and shall be performable in CITY, COUNTY, STATE.

Note: Paragraph 15, Arbitration, may be used if your preferred method of dispute resolution is binding arbitration. Otherwise, Paragraph 15 may be removed, and the default method of dispute resolution will be via the court system specified in Paragraph 14, Law Applicable, or where jurisdiction is otherwise applicable.

Arbitration

15)  All disputes, controversies or differences which may arise between the Parties hereto or for the breach thereof shall be referred to and settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as currently in force, by one or more arbitrators appointed under such Rules.  Such arbitration hereunder shall be conducted in the English language and shall be held in STATE if the arbitration is requested by AUTHOR, and in the STATE if the arbitration is requested by PUBLISHER.  The determination of the arbitration shall be final, binding and conclusive upon the Parties hereto.  The prevailing party shall be entitled to reimbursement of reasonable fees and costs.

Assignment

16)  This agreement shall be binding upon the heirs, executors, administrators and assigns of the Author and upon the successors and assigns of the Publishers.  However, no assignment by Publisher, except to an affiliate or in connection with a transfer of its business associated with this Agreement, shall be binding on either of the Parties without mutual written consent.

Severability

17)  Any clause of this Disclaimer declared invalid by the appropriate authority shall be deemed severable and shall not affect the validity or enforceability of the remainder. The terms of this Disclaimer may only be amended in writing signed by the YOUR INSTITUTE.

Complete Agreement and Modification

18)  This agreement constitutes the complete understanding of the Parties. No modification or waiver of any provision shall be valid unless in writing and signed by both Parties.

Amendment

19)  This Agreement may not be amended, or otherwise modified, except in a writing signed by both Parties.

20)  The obligations contained in Paragraphs 4, 5, and 13 shall survive the expiration, or earlier termination, of this Agreement.

IN WITNESS THEREOF the Parties have duly executed this agreement effective DATE.

YOUR ORGANIZATION, Publisher:                               AUTHOR'S NAME, Author:

Signature ___________________________             Signature ___________________________

Name ______________________________             Name_______________________________

Title _______________________________             SSN:_______________________________

Note:  If the author is a corporation or other organization, in place of above use the following format.

YOUR INSTITUTE, Publisher:                                           AUTHOR'S ORGANIZATION, Author:                

Signature: _________________________                   Signature:                                                     

Name:                                                  ______                  Name:                                                           

Title:                                                    ______                  Title:                                                             

                                                                                             EIN:                                                      _____