Friday, September 13, 2013

My Collaboration Agreement

Addendum: This post is now superseded by my Kindle Worlds terms. I am no longer collaborating under the terms of this post, but please check out my website for details on how to write in my universe.

So this is what my lawyer and I came up with re: an agreement between me and any potential collaborator. For those hearing this for the first time, I have allowed anyone to utilize the universe I have created (my characters, settings, plot lines, and ideas) and write within it and then split the profits with me. Details here.

This is the outline for the eventual contract that any collaborator and I will sign. I'd like to hear any concerns in the comments.

Collaboration Agreement

1) Parties
a) Joe Konrath (Joe)
b) Author

2) Work
a) Preliminary title and brief description of the planned book or books

3) Collaboration
a) Joe and the Author will collaborate to create the Work as described herein.
b) Author has created a manuscript utilizing the characters and settings of Joe’s novels
i) List of novels in Exhibit A
c) Joe grants Author a terminable license to utilize Joe’s characters and settings to create new works under the terms of this Agreement.
d) The Work must be approved by Joe prior to publication.
e) Joe will have final editorial control over the Work, including control over how his characters and settings are depicted and continuity control for story and character arcs.

4) Author Credit
a) Joe and Author will each be named as an author of the Work wherever the authors are identified in the Work and in publicity and promotion materials created to promote the Work.
i) Author’s name will be depicted in the same manner as Joe’s, alphabetically.

5) Copyright
a) The copyright for the Work will be registered in the name of Joe and Author.

6) Publication
a) Joe will pay all costs of publishing the Work.
i) Cover
(1) Joe will consult with Author concerning cover design but Joe will have final authority to determine and approve the cover design.
ii) Editing, Proofing, Formatting
b) Author will consult Joe concerning marketing, advertising and promotion of the Work, but will have final authority to determine all marketing, advertising and promotion. Joe and Author will split all costs of marketing, advertising and promotion if any costs are incurred.
i) Nothing in this paragraph will prevent Author from personally marketing the Work.

7) Royalties
a) Joe’s Manager
i) Joe and Author jointly appoint Jane Dystel (“Manager”) as the accounting manager of the proceeds received from the sale of the Work.
ii) Manager shall collect all proceeds received from the sale of the Work.
iii) Manager shall receive a commission of 10% of the proceeds received from the sale of the Work.
b) After deduction of the Manager’s fee, the balance of the proceeds shall be divided equally between Joe and Author.
c) Royalties shall be paid by the Manager on a monthly basis within 30 days of receipt of sales proceeds.
d) Each royalty payment to Author shall be accompanied by a royalty statement prepared by Manager detailing all proceeds received.
e) Author may request additional details concerning the sales of the Work from Manager.

8) Subsidiary Rights
a) Author may attempt to license, sell or otherwise exploit subsidiary rights to the Work.
b) No subsidiary rights will be licensed, sold, or otherwise exploited without the written consent of both Joe and Author.

9) Termination
a) Either party may terminate this Agreement upon written notice to the other.
b) Consequences of Termination
i) The Work will be removed from publication as soon as practicable, subject to rights of electronic bookstores to retain copies to replace lost ebooks previously purchased by readers, and any outstanding subsidiary rights contracts.
ii) Author shall have no further rights to utilize Joe’s characters or settings in any book or story.
iii) Joe shall be the sole owner of any editorial changes or additions he made to the Work and Author shall not utilize any materials.
iv) Author shall be the sole owner of the material included in the Work in the form in which it was first submitted to Joe for review excluding the names of any of Joe’s characters.

10) Liability for Claims of Third Parties
a) Each party warrants:
i) That he/she is the sole author of his/her contribution to the Work;
ii) That his/her contribution is an original work of fiction;
iii) That his/her contribution does not violate a copyright or trademark of any person or entity;
iv) That nothing in his/her contribution depicts a real person, living or dead;
v) That nothing in his/her contribution constitutes defamation, invasion of privacy, misappropriation of identity, intrusion into privacy or publication of private facts or depicts any person, living or dead, in a false light or otherwise provides a basis for a claim that publication of the Work has caused damage to any person or entity.
b) In the event of a claim of any person or entity arising from either party’s contribution to the Work occurs, the party creating the contribution shall pay all costs and damages arising from such claim, including, without limitation, the other party’s reasonable attorneys’ fees.
c) The warranties and obligations to pay costs arising from claims of third parties shall survive the termination of this Agreement.

11) Arbitration
a) In the event of any disagreement or dispute between the parties arising from this Agreement or the activities contemplated thereby, the parties agree that such disagreement or dispute shall be subject to binding arbitration.

Joe sez: I think my lawyer hit all the main points. I'd add 6) c) Author has full say in how/where the Work is released, including price, platforms, and sale price.

I want the co-writer to not only have the ability to leave whenever they'd like, but also the power to decide how much to sell the work for, where to sell the work online, and when to discount the work (if ever).

So what about this agreement outline doesn't work? I want to hear from people about things I may have missed.

23 comments:

ADMartinez said...

"ii) Author shall have no further rights to utilize Joe’s characters or settings in any book or story."

"iv) Author shall be the sole owner of the material included in the Work in the form in which it was first submitted to Joe for review excluding the names of any of Joe’s characters."

Should 9iv finish off as "excluding the names of any of Joe's characters and settings created by Joe?" or something to that effect. You have characters and settings in 9ii but not 9iv. Also it should also explain maybe settings created by Joe not ordinary settings. The lawyer brain is firing off BUT I don't practice and I never did contract law. Just observations.

Also, where would arbitration take place, who would pay for it etc. Jointly split? Venue of Joe's home state?

I would venture to guess PG would probably have a lot to weigh in here, but not as legal advice of course.

Ken Lindsey said...

I'm not a lawyer, but it looks to me like you've hit all the important points here. The parties involved (Joe and Author) know who is involved in each step of the process, there is a savvy third party (Jane Dystal) involved to handle and explain the parts that laymen (possibly Joe and Author) may not understand, and it hits all the points you've expressed since your original offer to franchise was made.

Plus, I think it's great that you're willing to let the other author choose price and promotions. I, however, would choose to let the guy who's had your level of success set the bar there. That's just me, though.

ADMartinez said...

The use of "further" here is raising a red flag as well under 9: "ii) Author shall have no further rights to utilize Joe’s characters or settings in any book or story."

Are you saying no further rights going forward or loses the rights they had and further rights going forward?

An opposing lawyer's job is going to be to exploit ambiguity. #justsaying.

w. adam mandelbaum esq. said...

JOE-I am an attorney, have been legacy published in the past by St. Martins, and have negotiated and drafted several agreements with respect to literary and film matters. There might be a jot or a tittle or two that could/should be tweaked or added to this agreement. As a thank you for the existence of this blog and all the great advice it offers, should you wish to email me regarding the above, I would be happy to discuss it with you, Joe, at no charge.
nylawman@justice.com

Joshua Simcox said...

"b) Author will consult Joe concerning marketing, advertising and promotion of the Work, but will have final authority to determine all marketing, advertising and promotion. Joe and Author will split all costs of marketing, advertising and promotion if any costs are incurred."

This is my only real concern. Do you anticipate there being any such costs? I'm not sure I could afford to pay them out of pocket right now, if so. I was under the impression that you never invested money in marketing and promotion anyway.

Beyond that, I have no objections to anything I've read here.

- Joshua

Corduroy King said...

Loving this idea Joe. I am reading the Jack Daniels series now. I finished and published my first Kindle Worlds novella for Wayward Pines, titled The American Dream and have started a sequel to that story arch. I'll be starting my first Jack Daniels story soon with my OzValt Grant character as a cross over. Maybe they can make a love connection.

William said...


Sounds great!

One thing that does not seem to be addressed is this.

What if the author writes a story that you publish, but then, after x amount of time has passed, he decides that he no longer wants to split the royalties. You are asking that the author remove your characters; how do you feel about the continued success of the book, since it was essentially your name that brought in the income and the fame of the title? This would mean that an author could, himself, in effect make thousands of dollars a month that should also be shared with you, simply by removing your name and your characters from his work.

Alistair McIntyre said...

William, said author will probably lose a lot of business without Joe's name on the cover

Jeff Ezell said...

It looks thorough and certainly fair. I'm not a lawyer but the purpose of the agreement is to keep them uninvolved whilst Joe and Author count their money and write more to expand the franchise.

My thoughts:
Insert AUTHOR as below.
6 A ii b) Author will consult Joe concerning marketing, advertising and promotion of the Work, but AUTHOR will have final authority to determine all marketing, advertising and promotion.

Under Termination "SETTINGS" needs better definition. Some lawyer might suggest IL, WI, IN or any state/city JD's ever been. I imagine you mean places like Joe's Pool Hall in Wrigleyville.

9 ii) Author shall have no further rights to utilize Joe’s characters or settings in any book or story.

Should some Author develop temporary insanity and terminate agreement and rewrite to republish, would you want to read their product before they publish to insure characters, your editorial content and settings have been appropriately expunged?

iv) Author shall be the sole owner of the material included in the Work in the form in which it was first submitted to Joe for review excluding the names of any of Joe’s characters.

Finally Joe, should you decide to terminate, maybe a clause to define the reverse removal of Author's characters, settings, etc. so you could republish. It would be a more involved disentanglement from your perspective. Why would you?

What if upon termination you both rewrote it, stripping the other guys characters, etc. and published. Now you would have dueling documents with different characters and same story. Not much of a duel really. Author's name = pea shooter. Joe's name = bazooka!

My characters will make a love connection in JD's world. You will be so surprised!

Thanks again Joe for expanding our world of ideas and skill sets. You da man!

Jeff

Colin M said...

Regarding the line
"b) Author will consult Joe concerning marketing, advertising and promotion of the Work, but will have final authority to determine all marketing, advertising and promotion. Joe and Author will split all costs of marketing, advertising and promotion if any costs are incurred."

Joe, you may want to put a limit on the costs you incur on this. As written, the author could rack up a heck of a bill on things you don't agree with and you'd have to pay half. If you're okay with that possibility, no problem.

Regarding The Setting, you may want to specify that the setting must change to one that hasn't been used in one of your books involving that character. ie. Just change the name of the city or town.

Also, I would also require that on termination, the title needs to change as well.

I'm not a lawyer but have recently negotiated a couple leases and independent contractor agreements. These are the only things that jumped out at me.

An amazing offer if you ask me. Thanks for all you do.

Colin M said...

While we're on the topic of legal matters, I was wondering about copyrighting. Do you have to register copyright for a book and what if you write with a pseudonym? How is your pseudonym linked to you and do you have to copyright or trademark the pseudonym?

This is all new to me as I haven't published yet.

Thanks for any input.

Colin

Joseph said...

Well Joe if they want to be part of your club they'll sign whatever and like it!

Wait...wrong blog...;-)

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adan said...

considering the generosity and potential of the offer for a small or unknown author, seems like a great deal!

with a few tweaks (i'm not an attorney), re caps or removal or co-pmt of advertising and promoting, and venue for arbitration, really promising first draft

look fwd to the follow-up

thanks so much joe, it's a great opportunity, and to even post the potential contract for comments, amazing - thanks again, sincerely,

adan

Joe Konrath said...

I would venture to guess PG would probably have a lot to weigh in here

Not a bad idea. ;) Thanx for the suggestions.

I, however, would choose to let the guy who's had your level of success set the bar there.

I'll make suggestions. But I'm letting the co-writer have the power.

Are you saying no further rights going forward or loses the rights they had and further rights going forward?

Good catch. Will amend.

I'm not sure I could afford to pay them out of pocket right now, if so. I was under the impression that you never invested money in marketing and promotion anyway.

The author decides, not me. So if you want to do a BookBub, I pay for half. If you don't want to do any advertising, we don't. Your choice.

This would mean that an author could, himself, in effect make thousands of dollars a month that should also be shared with you, simply by removing your name and your characters from his work.

Yep. By removing my name, characters, and changes I made, it would be theirs. If that's what they want, fine. I don't want to partner with anyone who doesn't want to partner with me.

If that means I get screwed, I can take the hit.

should you decide to terminate, maybe a clause to define the reverse removal of Author's characters, settings, etc. so you could republish.

Interesting idea, and good points, but I've got plenty of my own ideas. The most I'd do with take the jokes I added and use them in a different story.

the author could rack up a heck of a bill on things you don't agree with and you'd have to pay half. If you're okay with that possibility, no problem.

Smart. I'll put a monetary limit on it, and match up to $1000 in advertising costs per year. Anything beyond that, they're on their own.

the setting must change to one that hasn't been used in one of your books involving that character. ie. Just change the name of the city or town.

I don't own Chicago, but I could include settings I've made up (Joe's Pool Hall, Project Samhain, the 26th Distinct).

Anonymous said...

Please no one bite my head off for my questions. I've only just discovered this writing collaboration and I can't find all the details.

Firstly, Joe, where can I find a complete list of all your Jack Daniels novels to buy?

Second, is this ongoing? How long do I have to submit a manuscript to you?

Joe Konrath said...

This is ongoing, no deadline. And look at Whiskey Sour on Amazon, in the product description it lists all of my JD novels and stories.

http://www.amazon.com/dp/B00BBE4BFE

George Fillinger said...

I don't see much more to add, but I do have a question. Do you cut your manager (is that your lit. agent?) in on all your self published ventures? If so, why? (I like your comments getting an agent to sell audio, film, and other rights, but I don't see why you'd want them in the process when it's just a book).

By the way, thanks so much for keeping up your blog. I've been following it for a while now and am finally working to get my writing career started.

Joe Konrath said...

Do you cut your manager (is that your lit. agent?) in on all your self published ventures?

No.

Anonymous said...

Hooray! Thanks, Joe. This is going to be so much fun. And thanks for the link. Jack Daniels world here I come.

Hope Welsh said...

I'm okay with it. I'm about three chapters in to one that I hope to send with good old Jack visiting FL...

I love the idea of using characters that are already known. It's been fun creating a new story with her in it, too.

I think the agreement sounds more than fair.

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Shawn Raiford said...

Joe, this is awesome! Is there a timeline that potential collaborators need to use?