Agreement entered into as of this _____ day of ____________, 20___, between ___________________________________ (hereinafter referred to as the "Photographer"), located at ___________________________________________________________, and ______________________________________________________________ (hereinafter referred to as the "Coauthor"), located at ________________________________________________________________________________________________.
Whereas, each party is familiar with and respects the work of the other; and
Whereas, the parties hereto wish to collaborate on a book project tentatively titled ___________________________ _____________________________________________________ (hereinafter referred to as the "Work"); and
Whereas, the parties wish to have the creation of the Work governed by the mutual obligations, covenants, and conditions herein;
Now, Therefore, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties hereto agree as follows:
1. Description. The Work shall be approximately ______ words on the subject of__________________________________ ___________________________________________________________________________________________________________________________________________________________________________ and shall include _____________ photographs. Materials other than text and photographs include______________________________________________________________________ ______________________________________________________________________________________________________________________________________________________________________________________________________________________
A [ ] schedule [ ] outline [ ] synopsis is attached to and made part of this agreement.
2. Responsibilities. The Photographer shall be responsible for creating approximately _____ photographs to accompany the text, described more fully as follows:
Number of color photographs__________________________________________
Number of black and white photographs________________________________
The Photographer shall also provide the following materials:____________________________________________ ___________________________________________________________________________________________________________
The Coauthor shall be responsible for writing approximately ______ words to serve as the following parts of the text: ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________
The Coauthor shall also provide the following materials:______________________________________________________ ______________________________________________________________________________________________________________
3. Due Date. Both Photographer and Coauthor shall complete their portions of the Work by ___________, 20_____, or by the date for delivery of the manuscript as specified in a publishing contract entered into pursuant to Paragraph 4. If such a publishing contract requires preliminary materials prior to the date for delivery of the manuscript, the party responsible for same shall provide it to the publisher. In the event either party fails to complete his or her portion of the Work by the due date for reasons other than death or disability, the parties may agree to an extension of the due date or agree to allow a nondefaulting party to complete the Work as if the other party were deceased or disabled. If no agreement can be reached, the arbitrator may award a nondefaulting party the right to complete the Work as if the other party were deceased or disabled or may convey to each party the rights of copyright in that party’s completed portion of the Work and specify how the parties shall contribute to any expenses incurred and repay any advances.
4. Contracts and Licenses. If a contract for the Work has not already been entered into with a publisher, both Photographer and Coauthor agree to seek such a contract. Such publishing contract shall be entered into in the names of and signed by both the Photographer and the Coauthor, each of whom shall comply with and perform all required contractual obligations. If a mutually agreeable publishing contract for initial publication of the Work is not entered into with a Publisher by ______________, 20_____, then either party may terminate this Agreement by giving written notice to the other party prior to such time as a mutually agreeable publishing contract for initial publication is entered into. Each party shall fully inform the other party of all negotiations for such a publishing contract or with respect to the negotiation of any other licenses or contracts pursuant to this Agreement. The disposition of any right, including the grant of any license, shall require written agreement between both parties hereto. Each party shall receive a copy of any contract, license, or other document relating to this Agreement.
5. Copyright, Trademarks, and Other Proprietary Rights. Photographer and Coauthor agree that the Work shall be copyrighted in both their names, and that upon completion of the Work it is their intention that their respective contributions shall be merged into a joint work with a jointly owned copyright, unless provided to the contrary here:_________________________________________________________________. If either party does not complete their portion of the Work, the nature of copyright ownership shall be governed by Paragraph 3. It is further agreed that trademarks, rights in characters, titles, and similar ongoing rights shall be owned by both parties who shall both participate in any sequels under the terms of this Agreement, unless provided to the contrary here:_________________________________________. A sequel is defined as a work closely related to the Work in that it is derived from the subject matter of the Work, is similar in style and format to the Work, and is directed toward the same audience as that for the Work. Material of any and all kinds developed or obtained in the course of creating the work shall be o jointly owned o the property of the party who developed or obtained it.
6. Income and Expenses. Net proceeds generated by the Work shall be divided as set forth in this Paragraph. Net proceeds are defined as gross proceeds from the sale or license of book rights throughout the world (including but not limited to serializations, condensations, and translations), including advances, minus reasonable expenses. Such expenses shall include agents’ fees and the parties’ expenses incurred in the creation of the Work, provided that the parties’ expenses shall be supported by appropriate verification and shall not exceed $_____ for the Photographer and $_____ for the Coauthor. Each party shall provide verification for expenses to the other party within ten days of a written request. Unless otherwise provided, the parties’ expenses shall be reimbursed from first proceeds received, including but not limited to advances.
Net proceeds from the sale or license of publishing rights shall be divided _____ percent to the Photographer and _____ percent to the Coauthor.
Net proceeds from the sale or license of electronic publishing rights shall be divided ____ percent to the Photographer and ____ percent to the Coauthor. For purposes of this agreement, electronic rights are defined as rights in the digitized form of works that can be encoded, stored, and retrieved from such media as computer disks, CD-ROM, computer databases, and network servers.
Net proceeds from the sale or license of nonpublishing rights in the Work (including but not limited to audio, merchandising, motion picture, stage play, or television rights to the Work), whether such sale or license occurs before or after initial publication of the Work, shall be divided _______ percent to the Photographer and _______ percent to the Coauthor, unless provided to the contrary here, in which case the following rights shall be treated with respect to division of net proceeds and control or disposition as follows:_____________________________________________________________________________________________________
If possible, net proceeds shall be paid directly to each party in accordance with the divisions set forth in this Paragraph. If either party is designated to collect such net proceeds, that party shall make immediate payment to the other party of such amounts as are due hereunder.
7. Agent. If the parties have entered into an agency agreement with respect to the Work, it is with the following agent:____________________________________. If a contract for the Work has not already been entered into with an agent, both Photographer and Coauthor agree o to seek such a contract o not to seek such a contract. Any agency contract shall be mutually acceptable to and entered into in the names of and signed by both the Photographer and the Coauthor, each of whom shall comply with and perform all required contractual obligations.
8. Authorship Credit. The credit line for the Work shall be as follows wherever authorship credit is given in the Work or in promotion, advertising, or other ancillary uses:___________________________________________________________________ ______________________________________________________. The color and type size for such authorship credit shall be the same for both authors unless provided to the contrary here:________________________________________________________ ___________________________________________________________________________________________________________.
9. Artistic Control. Each party shall have artistic control over his or her portion of the Work, unless provided to the contrary here in which case artistic control of the entire Work shall be exercised by ______________________________________________ _____________________________. The parties shall share ideas and make their work in progress available to the other party for discussion and coordination purposes. Except as provided in Paragraphs 3 and 12, neither party shall at any time make any changes in the portion of the Work created by the other party.
10. Warranty and Indemnity. Photographer and Coauthor each warrant and represent to the other that the respective contributions of each to the Work are original (or that appropriate releases have been obtained and paid for) and do not libel or otherwise violate any right of any person or entity, including but not limited to rights of copyright or privacy. Photographer and Coauthor each indemnify and hold the other harmless from and against any and all claims, actions, liability, damages, costs, and expenses, including reasonable legal fees and expenses, incurred by the other as a result of the breach of such warranties, representations, and undertakings.
11. Assignment. This Agreement shall not be assignable by either party hereto, provided, however, that after completion of the Work, either party may assign the right to receive money pursuant to Paragraph 6 by giving written notice to the other party.
12. Death or Disability. In the event that either party dies or suffers a disability that will prevent completion of his or her respective portion of the Work, or of a revision thereof or a sequel thereto, the other party shall have the right to complete that portion or to hire a third party to complete that portion and shall adjust the authorship credit to reflect the revised authorship arrangements. The deceased or disabled party shall receive payments pursuant to Paragraph 6 pro rata to the proportion of his or her work completed or, in the case of a revision or sequel, shall receive payments pursuant to Paragraph 6 after deduction for the cost of revising or creating the sequel with respect to his or her portion of the Work. The active party shall have the sole power to license and contract with respect to the Work, and approval of the personal representative, heirs, or conservator of the deceased or disabled party shall not be required. If all parties are deceased, the respective heirs or personal representatives shall take the place of the parties for all purposes.
13. Arbitration. All disputes arising under this Agreement shall be submitted to binding arbitration before ______________________ in the following location _________________________________ and shall be settled in accordance with the rules of the American Arbitration Association. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof.
14. Term. The term for this Agreement shall be the duration of the copyright, plus any renewals or extensions thereof.
15. Independent Parties. The parties to this Agreement are independent of one another, and nothing contained in this Agreement shall make a partnership or joint venture between them.
16. Competitive Works. If the parties wish to restrict future activities to avoid competition with the Work, any such restrictions must be stated here: __________________________________________________________________________________________________________ ___________________________________________________________________________________________________________
17. Infringement. In the event of an infringement of the Work, the Photographer and Coauthor shall have the right to sue jointly for the infringement and, after deducting the expenses of bringing suit, to share in any recovery as follows:_____________________________________________________. If either party chooses not to join in the suit, the other party may proceed and, after deducting all the expenses of bringing the suit, any recovery shall be shared between the parties as stated in the preceding sentence.
18. Miscellany. This Agreement shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the entire understanding between the parties. Its terms can be modified only by an instrument in writing signed by both parties. Each party shall do all acts and sign all documents required to effectuate this Agreement. A waiver of any breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof. This Agreement shall be governed by the laws of the State of _____________.
In Witness Whereof, the parties hereto have signed this Agreement as of the date first set forth above.
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