Letter of Agreement - Story
PARTIES AND DEFINITIONS
This AGREEMENT is made as of the Effective Date above by and between:
Legal Name: ("the Author")
Steven Saus, as the principal of Alliteration Ink, of Dayton, Ohio ("the Publisher") solely with reference to the Work(s) tentatively entitled TITLE ("the Work") to appear in the periodical/website PERIODICAL ("the Publication") with a word count of WORDS or line count of LINES.
TERMS OF AGREEMENT
GRANT OF RIGHTS
The Author grants first serial exclusive worldwide rights in the English language in all readable print formats - including electronic rights - for inclusion in the Work for one year post first publication in the Publication and annual collections of the Publication. Exceptions to exclusivity will be made on a per-case basis for single-author collections including the Work, or if the Work is selected for a "best of the year" Publication, or for a podcast market managed by Escape Artists Inc, provided the Author gives the Publisher prior written notice.
The Author grants to the Publisher the worldwide non-exclusive rights in the English language in all readable print formats - including electronic rights - as part of the Publication or annual collection of the Publication for five years post first publication of the Work. After the initial five year term, this grant of rights shall automatically renew in one year terms until cancelled by either the Author or Publisher.
The Author agrees that at such time as the Work is included in any book, whether or not it be entirely composed of the Author's own work, the author will instruct that Alliteration Ink will be given credit as a publisher of the Work and the Work will be cited with its full title(s) as it appears in Publication.
The Publisher agrees to list a proper copyright notice for the Work in the name of the Author at the end of the Web-published story and, if published in print or eBook format, on an appropriate copyright page.
The Author will be credited on the table of contents page and at the beginning of the Work as author’s byline
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.
Unless the Author specifies otherwise, Publisher will take care to ensure to the best of its ability that the Work is not archived by the Internet Archive or similar archiving web site and is not displayed in its entirety by any other web site, including Google, Amazon.com, or the like.
The Publisher will make no major alterations to the Work's text or title without the Author's written approval. The Publisher reserves the right to make minor copy-editing changes.
All rights to the Work not expressly granted to the Publisher in this Agreement are reserved by the Author. In exercising such rights, the Author shall reserve for the Publisher's benefit the rights granted to the Publisher in this Agreement.
The Author does not transfer any rights in the Work to the Publisher except as specifically set forth in this Agreement. This Agreement is not a transfer of the copyright to the Work. This Agreement does not permit the Publisher to publish the Work in any revisions of the Magazine in any medium unless explicitly granted by This Agreement.
Payment will be a flat one-time payment of $0.06 per word for previously unpublished stories, and $0.03 for previously published stories, which will be paid within 60 days of the receipt by the Publisher of this agreement executed by the Author. For poetry, payment will be a flat one-time payment of $0.25 per line for previously unpublished poems and $0.13 per line for previously published poems. If payment is not received as required by this paragraph, all rights granted hereunder shall immediately revert to the Author. Should the Publisher fail to pay Author as specified here, Publisher will pay 50% of the price specified above as a kill fee for the Work on or before 120 days of the reciept by the Publisher of this agreement executed by the Author.
Authors will be able to order copies of The Publication or any other work from Alliteration Ink at cost to the publisher. These copies may be sold by the authors; these do not count toward royalty calculations.
Authors will have a free electronic copy in ePub, Kindle, and PDF formats made available to them. These may not be redistributed.
PUBLISH-BY OR REVERT
The publisher agrees to publish any work that has been accepted within 12 months of the publisher's acceptance under such title and in such style and manner (including prices, discounts, date of publication, punctuation, capitalization, spelling, grammar, typography, layout, design, graphics, artwork, imaging, advertising and other forms of promotion, and the number and distribution of free copies) as it shall deem appropriate in its sole and absolute discretion.
If the Publisher fails to initially publish the Work within the time provided, and fails to publish within an additional three months after its receipt of written notice demanding such publication from the Author, this Agreement shall terminate, all rights granted herein shall revert to the Author and the Author shall retain all advances paid hereunder as full compensation and Author's sole and exclusive remedy for such failure to publish.
WARRANTS OF DISCLAIMERS / INDEMNIFICATIONS
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.
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. 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.
Authors and editors are freelance contractors and not employees of Alliteration Ink or its principals.
Upon written request from the Author, but no more than once a year, the Publisher shall provide the following information: the number of copies of each edition of the Work published by the Publisher; the cumulative number of copies sold; copies of any licenses made by the Publisher; and any other information the Author may reasonably request on the basis that it is required in order to ascertain the accuracy of accounting rendered. It is understood that the Publisher may provide such information freely at a more frequent interval.
TERM; TERMINATION OF AGREEMENT; REVERSION
The term of this Agreement shall continue for five years after the Effective Date ("Initial Term") unless terminated by Publisher on written notice to Author at least 60 days prior to the end of the Initial Term.
Notwithstanding the foregoing, if and when in the judgment of the Publisher the demand for the Work is no longer sufficient to warrant its continued publication, the Publisher shall have the right to discontinue publication and declare the Work out of print (as set forth in the next sentence), in which event the Author shall be so advised.
If the Work is not for sale in at least one edition (including any revised edition or reprint edition) published by the Publisher or under license from the Publisher or in electronic form and, within nine (9) months after written demand by the Author, the Publisher or its licensee fails to offer it again for sale, then this Agreement shall terminate and all rights granted to the Publisher in it shall revert to the Author (except for any material prepared by or obtained at the expense of the Publisher).
In the event that the Publisher shall be adjudicated bankrupt, a receiver or a trustee shall be appointed for all or substantially all of the Publisher's property, and the order appointing the receiver or trustee shall not have been vacated within sixty (60) days from its entry, or if the Publisher shall seek to take advantage of any so-called insolvency law, all rights hereby granted to the Publisher shall revert to the Author, and this Agreement shall terminate.
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.
The Publisher and Author shall use their best efforts to promote and advertise the Work in order to sell the Work to as many readers as possible and shall inform each other on matters relating to promotion and advertising.
The Author agrees to be available for publicity and promotion as reasonably requested by the Publisher and subject to the Author's employment and personal obligations. The Author reserves the right to decline any requests for appearances.
The Author is hereby permitted to use reasonable judgement in using the Work for marketing purposes, including but not limited to, posting a sample chapter on the Author's website using excerpts of no more than ten percent (10%) of the manuscript, and the likeness of the book.
Separate from the author's personal electronic copy, electronic versions of the Work may be made available at the discretion of the Publisher or Author for reviewers and other marketing and promotional purposes.
The Promotion and marketing efforts of the Author and shall be coordinated with the Publisher to prevent duplication of effort.
Regardless of its place of execution, this agreement shall be interpreted under the laws of the State of Ohio.
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.
The parties agree that any action to enforce this Agreement shall be brought in the appropriate state or federal court in the State of Ohio, and that such court shall have personal jurisdiction over each of the parties.
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.
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.
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.
The parties acknowledge that each party has read and understood this contract before execution.
In witness whereof the parties have executed this contract in duplication originals on this