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Addendum: This post is now superseded by my Kindle Worlds terms.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.