Often Forgot to Sign: Book Publishing Contract

Mar 26, 2020

In "Transparent Publishing Schedule: Existing, But Often No One Is Watching ", I put the signing in the seventh item, that is, immediately after reviewing, revising the manuscript, and before confirming that the follow-up editing work will be carried out, I will discuss with the author. Spread out the contract well and discuss the clauses in black and white line by line.

However, when the "contract" is signed, it is often impossible to grasp the time. The case of publishing a book without signing a contract is even more common, and some writers even complain that "the contract is only negotiated after the book is out, and there is no room for negotiation". As far as my experience is concerned, it does often happen that the contract is signed after the book is published.

When to sign a contract, in addition to carefully studying the content of the contract, it often depends on the rights structure of the publisher and the author. It is difficult to say that "signing the contract late" must be a problem with the publisher. When the strong and high-profile party assumes the attitude of "deal with it later", it is difficult to clarify the rights and obligations of the two parties as soon as possible. And this can be blamed on the publishing house (for newcomers), or on the writers (senior officials, people with high morals, connections, people with high self-esteem...or so-called big name writers).

The significance of a contract is to specify the rights and obligations of both parties, the details of how to perform them, the statement of guarantees, the attribution of responsibilities, the distribution of benefits, and so on. At the same time, the rights and obligations of both parties are recorded. "When did it start? When did it end?"

The following will enumerate the common content in the book publishing contract , and try to explain the matters that should be paid attention to when signing the contract in a concise way:

1. Authorizer

That is, the "copyright owner", the author himself, heirs, creative team, and agent. The person or unit who actually owns the complete property rights of the copyright is qualified to authorize the publishing house. The licensor is often required in the contract to declare that he has complete rights, otherwise, if there is a fact of infringement, he can claim compensation according to law.

2. Subject of authorization

The so-called subject matter of authorization is to specify the content and scope of the author's authorization to the publisher. In a general book publishing contract, its content includes:

Subject matter: content of the work
Power (publishing rights, distribution rights, reproduction rights, public transmission rights, public broadcast rights...)
Subsidiary rights (reprint, adaptation, translation...)
Language version (Traditional Chinese, Simplified Chinese, English…)
Scope of distribution (global, global excluding China, global excluding China but including Hong Kong, Macau, Hong Kong, Macau, Taiwan, Singapore and Malaysia, Taiwan only...)
Format (paperback, hardcover, e-book...)
The number of copies (unlimited, limited _____ copies, limited _ brush times)

Authorized content also means how much responsibility the author has given to the publisher. As an author, the question is, are these rights at my disposal? Is the publisher competent enough to enforce these rights for me? For the publishing house, to obtain the corresponding rights, are there corresponding resources and benefits to the author?

It is very important that all rights not specified in the contract are deemed to be reserved with the author.

3. Form of authorization

Generally speaking, authorization is divided into exclusive authorization and non-exclusive authorization, and occasionally the so-called "exclusive authorization" is also seen.

Exclusive authorization : The rights within the scope of the authorized subject are authorized to the publisher for exclusive ownership. Any third party (including the author himself) cannot use it.
Non-exclusive authorization : the rights authorized to the publisher, in addition to the author's continued use, can also be authorized for others to use.
Exclusive authorization : According to the interpretation of the Intellectual Property Bureau of the Ministry of Economic Affairs, it is authorized to the publishing house alone and shall not be authorized to a third party, but the author's own use is not excluded.

Usually publishers only sign "exclusive licenses" with authors in order to have full publishing rights. To put it bluntly, the publishing house takes away the copyright of the work, and only the publishing house can publish and sell the work, and the author can no longer obtain it from another publishing house or self-publish and sell it.

It is necessary to pay special attention to whether the subject matter of authorization here contains the right to "sublicense" some of the extended rights. Sub-licensing means sub-licensing the above-acquired rights to a third party. For example, if the publishing house holds the copyright of "Traditional Chinese and Simplified Chinese" of this work, it can then license the rights of the simplified version to the Chinese publishing house; or sell the adaptation rights, and then collect the copyright fee.

Whether or not the publisher should have these corresponding rights should be coordinated by the author and the publisher after considering each other's capabilities and resources. Whether it is an exclusive authorization and no sub-licensing, or a non-exclusive authorization and open sub-licensing, it must be clearly defined and the corresponding benefit distribution should be agreed.

4. Period of authorization

Refers to the effective period of these authorizations, that is, the time the publisher holds the copyright. For publishers and authors, it is time to bind each other; sometimes the publisher wants to bind the author, sometimes not. Depending on the type of manuscript, various period restrictions will be subdivided in the publishing contract, which must be met before the contract can be established.

Publishing period: The specification must be published within a period of time from the beginning of the contract, otherwise the author (authorizer) can unconditionally withdraw all the above rights and the contract will be terminated. (And if there is an advance payment, there is no need to pay it back)
Deadline for manuscript submission: The author (authorizer) must submit manuscripts within a certain period of time from the conclusion of the contract, otherwise the publisher can unconditionally terminate the contract and recover all advance payments. (If there is a deadline for submission, there will also be a corresponding submission specification in the contract. If the specification cannot be met, it will be regarded as undelivered)
Performance period: This may be a period of time from the date of the contract, or the date of first publication, in which the publisher owns all of the above rights. That is, the number of years that the publisher owns the copyright.
Auto-renewal: In order to keep the publisher's copyright, the terms of auto-renewal are often added to the contract. Such as "two months before the expiration of the contract, if both parties do not give written notice to terminate the contract, the contract will be automatically extended for two years." If the author neglects to manage the copyright of his own work, it is possible for the publishing house to own the copyright of the work indefinitely, which will oppress the author's rights and interests.
Automatic termination: If the standard publishing house sells less than a few books per year, or the books are sold out and out of print, no more reprints or revisions, the contract should be automatically terminated, and all rights will return to the author.

Both publishers and authors need to check whether the various "term specifications" in the contract are reasonable. Is there enough time for editing and publishing? Do you have enough time to finish the manuscript? Careful consideration should also be given to whether it is necessary to automatically renew the contract during the performance period? Or don't want to limit the number of automatic renewals?

5. Royalties and copyright royalties

Royalties are not taxes, but royalties paid to authors. That is, the income returned by the author after authorizing the various rights of the work to the publishing house. The term "royalty" is generally used between publishers and authors, while "royalties" are usually used by publishers and sublicensed third parties to distribute revenue.

The algorithm of royalty: royalty = pricing × sales × royalty rate
Pricing: The fixed standard price of the book (different from the terminal selling price that fluctuates with discounts). Royalties are calculated on the list price so they won't be affected by discounts.
Sales: The actual number of sales according to the publisher’s statistics ( excluding books that are donated, returned, damaged, and destroyed ), that is, “you can get as many royalties as you print”.
Royalty rate: The share negotiated between the publisher and the author. The common royalty rate is about 10%, and the graphic book is about 15%, which varies according to the author's identity and brand. It falls roughly in the range of 5 to 20%.
Progressive royalty rate: The royalty rate is adjusted according to the number of brushes or actual sales, such as "every 1000 copies sold, the royalty rate is progressive 1%, and the limit is 15%".
Prepaid Royalties: Refers to royalties paid in advance before publication or sale. Some publishers adhere to the mentality of "remuneration for manuscripts first", allowing authors to receive a sum of money first, and then concentrate on writing manuscripts; sometimes, the rights holders think that the responsibility for sales lies with the publishing house, and after submitting manuscripts, they must first receive the appropriate amount of money. copyright remuneration. And when the sales volume exceeds the amount of the prepaid royalties, the subsequent extended royalties to be paid shall continue to be paid.
One-time royalties: Authorization contracts take effect only after payment, and limit publishers to only a certain number of copies. After the sale, you need to sign a new authorization contract. For example, paying $1,000 allows the publisher to sell 1,000 copies.
Buyout royalties (authority fees) : Refers to irrelevant sales. A sum of money is paid to settle the copyright fee before the sale. Regardless of whether the publisher sells more or less, the author is sure to "can and only" get the agreed amount. payments. And once the copyright is bought out, the author loses the right forever, that is, the sale of copyright.
Royalties based on selling price: In a few contracts or in special circumstances, there will be so-called "actual sales" or "publishing actual income" to calculate royalties. That is, after the discount, the publisher actually gets the amount to calculate the profit.
E-book royalties: Due to the special nature of e-books, its sales channels and objects are different from traditional paper books. Generally, e-book revenue is treated in a similar way as subsidiary rights distribution, but because each publishing house calculates its marketing costs differently, it is difficult to have a common royalty rate benchmark. I have heard of 15%, 25% and 50%, but I still need to actually clarify the settlement method with the publisher.
Affiliated rights distribution: Generally, the affiliated rights income re-licensed to a third party by a general publishing house will be split with the author at 50%.
Book donation (PR book), author subscription book: Whether it is a PR book for media marketing or a book donation to the author, it is generally not included in the royalty amount. It is worth noting that the author buys books from the publishing house. Is it counted in the royalties? This is different for each company and must be clearly described in the contract.
Settlement Period: The time when the publisher calculates the royalties for each author and pays them in place. Since the period and ability of each publishing house to settle sales volume is different, the common period for settlement of royalties is: monthly, semi-annual, and annually. Sometimes publishers also require that the amount of royalties must be accumulated to a certain amount before appropriation.
Free license: It is a free license. Free authorization is usually a non-exclusive authorization, and there will be some corresponding regulations, or the authorization fee is replaced by a gift book.

Royalties paid cannot be recovered. Therefore, if the royalties are overpaid due to the return of the book or the poor sales performance, it cannot be recovered from the author (after the advance royalties are paid, if the publication cannot be published for some reason, the royalties cannot be recovered).

6. Division of labor

Depending on the nature of the book and the mode of cooperation, the corresponding division of labor and obligations will also be recorded in the book contract. Authors and publishers also have their own rights and obligations before publication, during editing and after publication.

Author's Responsibilities (1) Submission: The author's submission rules will be specified in the contract, or the publisher will provide a publishing style (writing standard) for the author to follow. Generally speaking, it is nothing more than the required delivery time, delivery format (handwritten manuscript? Electronic manuscript? File format...), material format (original or graphic file? Size, resolution, quality...). Usually, it is also indicated that the publisher has the right to "reject the manuscript" and "request to revise the manuscript", requiring the author to correct the manuscripts and materials that do not conform to the regulations.

(2) Proofreading: The author must cooperate with proofreading, the author must cooperate with proofreading, and the author must cooperate with proofreading. After the manuscript is in the layout, the editor will conduct a typesetting on the typesetting manuscript, and then submit it to the author for proofreading (in addition to checking by the original author, it is also necessary to check whether the editor has made mistakes). According to the status of the manuscript, the author will usually be proofread 2 to 3 times. "However", the author is asked to proofread in the typesetting stage. It is only used to check the wording, typos and corrections of serious errors, not to make the author feel that "I can change what I want at this time. Once the layout is set, The budget has been arranged and the itinerary has been finalized. Unless it is a serious error, it is generally not recommended to change the layout and add or delete manuscripts in the final proofreading stage.

(3) Cooperating with marketing: The contract will also require the author to cooperate with the publishing house to carry out marketing work, such as holding new book publishing conferences, dialogue lectures, new book presentations and other physical activities, or taking photos of the author, interviewing, recording videos or programs, etc.” for advertising, promotion, or any other act that facilitates the sale of the work." As for events like this, do writers get extra attendance fees? It depends on the publisher.

(4) Guarantee: In the contract, the author will be required to guarantee the complete rights in the manuscript, otherwise, if there is any infringement, the publisher can claim compensation accordingly. The tougher publishers will even require the author to obtain authorization for the pictures cited by the author (of course, it all depends on who is stronger, and there are also authors who ask the publisher to claim third-party copyrights for him); in addition , the publisher will also require the author not to publish other "competing works" , that is, "highly similar" to the works signed under this contract, which is enough to hinder or damage other publications of the works under this contract.

(5) Revised edition: Sometimes after publication, there will be errata, the content is accused, or the content needs to be revised over time. The contract also requires that, during the contract period, when the publisher thinks it is necessary to publish a revised version, the author must cooperate with the revision and re-publishing. Of course, the author can also advocate to reserve the space for rejection and discussion. The author should be careful to note that if the contract is signed with a "progressive royalty rate", it will often revert to the original royalty rate after the revision.
Responsibilities of the publishing house: basically paying for and selling the book (1) Publishing: The publishing house shall edit, publish and distribute the works under this contract at its own expense.
(2) Settlement and payment of royalties, and report sales results to the author (3) Publicity, promotion and marketing of the work (4) Copyright statement and protection: The publishing house should be committed to protecting the copyright of this work from infringement, and take the initiative to investigate the infringement. , and correctly mark the author, publisher's name and copyright warning on the work.
(5) Provide authors to purchase books: provide authors with unlimited book purchase discounts. Due to the different policies of each publisher, the discount may fall between 40% and 25%. (The author must pay special attention to whether the author's purchase of books is included in future royalties)
Special Responsibilities: Responsibilities and obligations that are not in the general publishing process or publishing contract practice (1) Author's own expense: Authors are required to pay part or all of the editing and printing costs at their own expense. If the author wants to adopt a special editing method that exceeds the plan and budget of the publishing house, or if there is a designated designer, the fee is usually paid by the author himself.

(2) Author Subscription: Authors are required to buy back a certain amount after publication. This is the publishing house's way of avoiding losses. Editor M will not comment on the quality of this move.

(3) Clearing and depositing books: When the publishing house thinks that the books cannot be sold (for example, it is stipulated in the contract that "if the annual sales volume is lower than _____", it will ask for clearing and depositing books. At this time, the author will be given priority to buy at a very low price. Return the book, but it will not be included in the royalties. If the author gives up this right, the publisher can directly clear the inventory at the discount stipulated in the contract, and then settle the actual income of the clearing to the author at a certain percentage. However, this is after all The value of the damaged books will also create a vicious circle for the book market. Now most publishers choose to directly destroy their inventory.

7. What may not appear in the contract:

There are also things that are relevant to publishing that may not necessarily appear in the contract. The reason may be that the publisher retains this information, thinks it is the professional authority of the publisher, but does not allow the author to participate in the control, or cannot be clearly stipulated in the contract in advance.

First print and number of prints per print: Publishers may not let the author know the actual print volume, and in practice, it is difficult to write down the first print volume in the contract. The printing volume of each brush may vary due to market reaction, channel feedback, and printing quotations. It is difficult to write in black and white on the contract. The author can claim that the publisher must report the number of prints to him after publication, but it depends on the publisher's policy and whether it will tell the author.
Pricing: As with print volumes, pricing tends to be adjusted based on finishing cost, page count and market research. Generally speaking, publishers only agree with authors on the royalty rate in advance, and leave the pricing work to the professional judgment of the publisher. However, pricing and sales depend on how much royalties the author can actually earn, and some publishers still negotiate this with the author (or, for example, a professor who publishes a textbook, doesn't want students to spend too much money, and asks for a lower price).
Priority publishing rights and priority reviewing rights: It means that under the same contract conditions, the author's future works should be submitted to the current publishing house first.
Inventory at the expiration of the performance period: After the contract is terminated, what should be done if there is still unsold inventory. To be destroyed immediately, subscribed by the author at a low price, and continue to sell until sold out, or the author can ask the publisher to pay off the royalties of the remaining inventory at one time if they do not destroy it, and then continue to sell and save procedures.

In addition to the above matters, there are still many details that will be stated in the contract, such as assignment, inheritance, where to go to court in case of legal disputes, the way the publisher and the author express their opinions, the handling of infringement, and the handling of breach of contract ... Since each publishing project will have different specifications depending on its cooperation method and project type, it is impossible to list them all.

How to sign a contract, how much scope of authorized content, and how much royalties to sign? Or sell out? These reflections actually return to the question of whether "publishers need writers" or "writers need publishers". With the different positions and positions of the two parties, the contracts signed are naturally all kinds of strange. Publishing is a commercial activity after all. How to protect their rights and maximize profits is also what the writer and the publisher have to plan. There is no so-called "ideal contract", because everyone's needs are different in stages.

In a future article, I will share a cost analysis of publishing a book. By being familiar with the time costs and expenses of the various processes of publishing and editing, authors can understand why they get such royalties; for editors, they can master the bargaining chips and space to negotiate and persuade authors.

Finally, a copy of the Authorization Agreement Template is attached for the reference of independent editors and authors! But as mentioned earlier, there is no so-called ideal contract, but to evaluate their current needs and capabilities, accept the reality or negotiate with strength, and reach a consensus on publishing through coordination between the two parties.