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| The Society of Academic Authors monitors trends in authoring contracts. Please let us know your negotiation experience so we may share useful information with other members. Confidentiality is assured. Contact: Editor CONTRACT TERMINATION If an author drops a book project, most book contracts, as proposed by publishers, are specific that the author returns an advance money that has been paid buy the publisher. In most cases, this is not unreasonable. But most publisher-written contracts allow a publisher to drop a project and also take back advances. This is not reasonable. An author who has labored on a manuscript, and perhaps forego other income-producing opportunities, is left with nothing. The mechanism that allows a publisher to walk away from a project is the "satisfactory manuscript" provision. The provision has been used many times. Typical is the wording that John Wiley & Sons has used for many years: "(I)f any of such material, as delivered, is unsatisfactory to the publisher, then, upon the publisher's written request, the author will promptly repay all sums previously paid to the author by the publisher under this agreement, and the publisher upon receipt thereof will terminate this agreement....""Satisfactory" is not defined. It's the publisher's call, giving a publisher a near-costless mechanism to abandon a book. Needless to say, numerous court challenges have been waged by authors against abuses under the "satisfactory manuscript" provision. The courts have offered a range of rulings, some author-friendly, some not. Recommendation: Authors should strike the "satisfactory manuscript" provision in a publisher-proffered contract. (See Satisfactory Manuscript provision). Instead, substitute a provision that allows either party, the author or the publisher to drop a project, but with appropriate monetary compensation. Suggested wording: "If the publisher chooses to terminate this contract while the author is preparing the manuscript, that is, before final acceptance by the publisher, the author shall retain all advances already paid against royalties.Publishers may bristle at this language but can hardly deny that an author is due compensation of the publisher decides to scrap a project. Because advances usually are in increments. The increment schedule varies, but not untypical is that an author receives one-quarter on signing the contract, one-quarter on submission of the first third of the manuscript, one-quarter on submission of the next third of the manuscript, and the remaining one-quarter on submission of the final manuscript. The recommended language binds the publisher's financial commitment that roughly approximates the author's progress in the project as it goes along. The earlier the publisher decides against continuing a project, the less the publisher's financial commitment. As always, it is in an author's best interest to negotiate for the most up-front financial commitment from a publisher as possible. The more money that a publisher has put into a project, the less likely a publisher will opt to back out. Also, the larger advance the more compensation an author receives under this provision if a publisher does abandon the project. This recommended language specifies that the publisher pays to the author "projected royalties for the edition" if the publisher backs out after accepting the final manuscript. Publishers historically resist sharing revenue projections for a book with authors, but these projections are part of the budget plan for any book. Authors need to press that the book is a partnership, that both parties need financial protection in case the book is abandoned, and that the projected revenue is essential in determining the author's financial stake in the project so a compensation package can be put into the contract in the event that the project is terminated. The trail of court cases on abandoned book projects has a theme. Publishers and authors often were not in regular communication about the project during manuscript preparation. So the author knows as early as possible that a publisher is displeased with the manuscript, the author needs prompt feedback. This gives the author an opportunity to address problems as perceived by the publisher. Too, if there are problems that cannot be solved, both parties owe it to each other to terminate the arrangement as early as possible. Recommendation: This language expands on an excellent provision in a 1995 model contract advanced by the Text and Academic Authors Association: "The author and the publisher shall respond to every written communication within 15 days. A failure to do so will allow the party waiting for a response to withdraw from the contract."
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