This article is written by Jessica Kaur, a first-year student currently pursuing B.A. LL.B. (Hons.) at Rajiv Gandhi National University of Law, Punjab. This article explores all the aspects of a book publishing agreement you should know about, including its meaning, importance, and essential elements.

Introduction

Books are our best friends, and some people are especially gifted with the ability to create them. However, how can you, an author, put your creation out there for the world to see? A book doesn’t publish itself, after all – and that is why you need a publisher.

Like any other business transaction, the publishing of an author’s book by a publishing house requires an agreement between the two of them. In this article, we shall understand what a book publishing agreement is, and why it is necessary. We shall examine the essential elements that a good book publishing agreement must have, in order to cater to the needs of both the author and the publisher. 

What is a Book Publishing Agreement?

A book publishing agreement is a legally binding agreement between an author of a book and a publisher which specifies all the terms of their deal to publish the book, like the payment to be made, the timeline to be followed, etc. By clarifying all the demands of both parties that have been agreed-upon, the agreement ensures that the interests of both the author and the publisher are protected and that the agreement is complied with.

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Why do you need a Book Publishing Agreement?

You might think, why do we even need a written agreement? Can’t both parties just discuss how and when the book will be published, and be done with it?

Unfortunately, while an oral agreement is simple and easy, it also causes certain problems to arise. It does not suffice as proof that the two parties entered into a transaction, and moreover, it may not properly clarify the terms of the deal. Having a written agreement that is signed by both parties means that they can protect their interests in case any issues come up, such as non-payment of compensation, failure to deliver on their promises by any party, etc.

To understand this better, let’s have a look at the major benefits of a Book Publishing Agreement.

• Describes the work involved: A Book Publishing Agreement explains exactly what the author is going to deliver in the form of a book, as well as all the operations that the publisher is going to undertake in the process of development and publication of the book. This eliminates any confusion that might arise later in the process.                        
• Specifies the compensation terms: One of the most important things that a book publishing agreement does is specify the compensation that the author will receive for his work before the transaction begins. It is necessary to do this beforehand, and that too in writing, so that there is no confusion or dispute regarding the payment later on. A book publishing agreement also specifies details like the date of payment, the form of payment, etc.                                                                                                             
• Binding legal document: An agreement helps to protect the parties in case of a dispute because it acts as a legal document enforceable by law and presentable in court. Therefore, in case there is any breach of the agreement by either party, the agreement can be used as proof of the terms that were agreed to, which can then be enforced upon the party. This makes the transaction more secure and prevents potential loss.                   
• Protects Intellectual Property: Book publishing agreements describe the rules surrounding ownership of the intellectual property that is created by the author and to what extent and in what ways the publisher holds rights over them. Thus, it facilitates the protection of the intellectual property of the author and prevents its copying or unfair use by another.

A book publishing agreement is beneficial for both parties because it addresses all the terms of the deal beforehand and sets out the goal to be achieved. This leaves no room for ambiguity or misunderstanding in the transaction and helps to ensure the successful and timely publishing of the book. However, for this to happen, the agreement itself must be drafted carefully, keeping in mind all the elements that should be included in it. This brings us to the essential elements of a good book publishing agreement, which are discussed in the next section.

Essential Elements of a Book Publishing Agreement 

Every book publishing agreement is designed according to the needs of the parties involved, the type of book to be published, etc. and hence, there is no fixed template for such an agreement. However, here are all the essential elements that can make your book publishing agreement more useful and clear.

• Details of the parties: First and foremost, the agreement should clearly specify the parties between whom it is drawn, i.e. the author and the publisher. This clause would also specify the exact business the two parties are engaged in, and also mention the address of their offices.                                                                                                
• Description of the Work: The Work refers to the book that you have written, or that you are being contracted to write. It is essential to have a clause in the agreement that specifies the nature of the Work and completely describes the book that is targeted to be published. If there arises any misunderstanding in this regard, it could lead to an unwanted surprise for the publisher upon delivery of the manuscript. This can cause problems in the publication deal.                                                                                  
• Grant of Rights: These refer to the rights granted by the author to the publisher. It mainly includes three things. First, it includes the rights in terms of media – this specifies across what media the publisher can publish the book. This usually means rights to hardcover or softcover books, and maybe even audiobook or e-book rights. Second, it includes the rights related to the ‘term’ i.e. the period for which the publisher can continue to publish the author’s book. This generally extends till the duration of the author’s copyright over the book (which, in India, means his or her lifetime plus 60 years). Third, it includes the rights related to territory, i.e. the area in which the published book can be distributed by the publisher.                                                       
• Manuscript delivery: This clause specifies the exact date on which the author has to submit the completed manuscript of the book to the publisher for review, as well as the manner and format in which it has to be submitted. Along with this, the clause also specifies the consequences that will take place if the author fails to comply with the terms prescribed.                                                                                                        
• Copyright ownership: Authors have copyright over their Work so that it can’t be unfairly copied by others. In the publishing agreement, the author transfers this copyright completely or partially to the publisher (depending on the needs of the situation), so that he can legally publish the work.                                                                                                                                 
• Indemnity: This clause specifies the responsibilities of each party towards the other in the face of unexpected problems that can arise in the publication process. It also determines what protection each party will have if the other is negligent. This means that if any loss, harm or liability is caused to one party by the other, he should compensate them in the given manner. This protects the parties from potential financial burdens.                                                                                                                                   
• Publication details: This clause clearly states how and when the publishing will take place. It may specify the requirements for publishing (layout, paper quality, bookbinding requirements, etc.). Some publishing agreements leave it to the publisher to determine the details of the publication on his own. However, this is less desirable, and so the details should preferably be agreed-upon beforehand.                                                         
• Payment: The publisher pays the author for his or her Work, that the former is using in his business of publication. The payment consists of two types of compensation – royalties and advances. Royalties refer to the amount of money that is paid to the author for every unit of the book that is sold by the publisher. Advances, on the other hand, refer to the money paid to the author based on how much the author thinks the book will earn. It is paid in installments, like on contract signing, on manuscript delivery, etc. This clause decides beforehand the amount of compensation to be paid to the author. It also specifies the method of payment as well as the date on which it is to be made.         
• Advertising and Promotion: This clause specifies how the publisher will undertake the advertising and promotion of the book to increase its sales – what the marketing budget will be, whether a publicity tour would be organised, etc.                                                                 
• Revised editions: A book may need to be revised frequently and then distributed to the general public. This is especially so if the book relates to topics that are constantly evolving, like technology and science. It might also be required in fictional books, to make them more compatible with changing times or to rectify errors in them. Therefore, it is necessary to decide the terms for revision of the book, such as how frequently it is to be done and by whom, how the sale of the revised editions will be managed, etc.         
• Non-modification: This clause states that the existing publishing agreement cannot be modified unless this has been done officially and in writing. This helps to ensure that no party can take up unscrupulous or unfair means or try to dupe the other party for their own benefit.                                                                                                                
• Termination: Usually, an agreement is terminated when there is a breach of the same by either party, but some agreements may also allow the deal to be terminated in other circumstances. This clause specifies certain situations, if any, where either party has the right to terminate the agreement. For eg. the agreement may be terminated if the book sales are low or if it is out of print. The clause also explains the procedure to be followed in such a case as well as the notice period, if required.                                                                                                           
• Out of Print: This clause states that if the publisher decides to cease further publication of the book after a specified period of time, all rights regarding the book shall revert to the author.                                                                                                                 
• Signature of both parties: In the end, both parties must sign the document and write the date on which it was signed. This completes the document and gives it a legal value. Once the parties have signed the agreement, they cannot later refuse to comply with any terms given in it. This is because their signature indicates that they have read and understood the terms of publication and they agree to them. 

Procedure involved in a Book Publishing Agreement

Step 1- Deal between author and publisher

The first step to any book publishing agreement is for the author to approach a publishing house for publishing his book, or for the publisher to offer to publish the author’s book. In either case, when one party accepts to enter into an agreement with the other for the purpose of publishing a book, it results in a deal between the two parties. At this stage, the author and the publisher decide the major deal points like the amount of money the author will receive for his work, the date on which the completed book is to be submitted, etc.

Step 2- Negotiating and Drafting the Book Publishing Agreement

The next step is to draft the written agreement. For this, the two parties need to discuss a wide variety of terms of the deal and negotiate upon them to result in a final agreement that will benefit both parties. The structure and the content of the agreement may vary according to the needs of the parties and the type of book being written, but there are some general clauses that every agreement should have (which we discussed in the previous section).

After the agreement has been drafted by the publishing house, it is sent to the author or his agent who reviews it. Each clause and provision is carefully studied, and any changes that are felt necessary may be made at this stage through discussion with the publisher. 

Step 3- Executing the Book Publishing Agreement

After the agreement is final, the author and the publisher sign it. This makes the agreement official and legally binding on both parties. This stage is called the execution of the agreement. Both parties get a copy of the signed agreement. Any advance money that has been agreed to be paid at this stage is taken care of. Now that the agreement between the author and the publisher has come into existence, the process of publishing the books starts.

Do’s and Don’ts of a Book Publishing Agreement

Earlier, we saw the various elements and clauses that should be included in our book publishing agreement. Besides that, there are certain other principles we should keep in mind while drafting and signing such an agreement. The Do’s and Don’ts of drafting a Book Publishing Agreement are given below.

Do’s

1. Before drafting or signing a book publishing agreement, decide what your goals or future intentions regarding the work are. This will greatly impact what the agreement includes. It is especially crucial with regards to copyright over the Work and how much of it is transferred to the author for publication.
2. Read the entire agreement carefully. Understand the meaning of each term and the implication of each clause given in the agreement.
3. Ensure that the agreement is accurate and in line with the terms agreed-upon so that both the author and the publisher share the same expectations regarding their rights and responsibilities. There should be no room for misunderstanding by either party.
4. Revise the agreement or renegotiate the terms at the review stage itself, in case either party feels that it is not in their best interests. It is necessary to do this before the agreement is signed so that there are no disputes down the road.
5. Sign two copies of the document, one for each party. Preserve the agreement so that it can be revisited easily whenever required. 

Don’ts

1. Never sign an agreement without reviewing it carefully. Don’t just rely on the trust you might have in the other party.
2. Never assume that any term is agreed to unless it is explicitly stated in the agreement. No aspect of the publishing process should be assumed to exist, and therefore each term should be expressly specified in the agreement.

Conclusion

A Book Publishing Agreement with a publisher is a very important part of an author’s journey towards putting out his or her work for the world to see. Therefore, it is crucial that the author understands its importance and the various aspects of the publication process that the book publishing agreement should address. A good book publishing agreement is useful for both the author and the publisher. Through this article, we have looked at all the information regarding the drafting of a book publishing agreement that you should know about if you are looking to publish your own book.

References

• https://www.thebalancecareers.com/what-is-a-book-contract-2799915
• https://www.writersdigest.com/writing-articles/by-writing-goal/get-published-sell-my-work/publishing-contracts-101

Students of Lawsikho courses regularly produce writing assignments and work on practical exercises as a part of their coursework and develop themselves in real-life practical skill.