Re: ______ [Title of Book]
Dear ___________ [Names of Editors]:
We have agreed that you, _____[Editor 1] and _______Editor 2, will compile and edit for publication by the California Lawyers Association (“Association,” “we,” “us,” or “our”), in conjunction with its ____________ [Insert Name of Section] (“the Section”), a work on California ________________ Insert Area of Law.
This letter will serve as our publishing agreement, and it is effective as of ___, 20___ (“Effective Date”), provided you sign it and return it to us. A copy is enclosed for your files.
By way of background, it is the parties’ intent that the profits from our publication of the Work be dedicated to use by the __ [Insert Name of Section] Section, to the extent permitted under our rules. If you have any questions regarding our procedures and rules in this regard, please contact ________ [Insert Name of Executive Director].
The “Work” for purposes of this Agreement consists of a compilation, in which the Association owns the copyright, made up of separate contributions, licensed to us for use in the compilation. The contributors will retain the copyrights in their individual contributions. The Agreement provides that under certain circumstances, in the event we are unable or unwilling to update the compilation, our exclusive rights to publish the Work terminate, and you may publish and distribute updated or new editions, provided you obtain appropriate consents from the other contributors, if you use their work.
We have structured the transaction carefully, in order to preserve the distinction between the public service volunteer contributions that constitute the Work, and any subsequent private project you undertake in the event that this Agreement terminates. The structure therefore requires that you obtain separate consents from contributors for subsequent “private” publications.
Our publication of the Work is part of our ongoing efforts to maintain and improve the quality of services provided to the public by Association members, and we are deeply grateful to you for your very significant contribution of time, energy, and resources on this project.
The terms of our agreement (“Agreement”) are:
1. You will compile and edit the Work. You will obtain a signed consent in the form attached as Exhibit A (“Author Consent Agreement”) from all contributors to the Work, including yourselves.
2. a) Subject to the Author Consent Agreements, which permit reservation of certain rights by the authors in articles or chapters submitted for inclusion in the Work, and the terminations provisions herein, you agree to assign and hereby irrevocably assign to us exclusively all rights in and to the Work, and all elements and versions of it This transfer includes all copyrights in the Work throughout the world, and the exclusive right to print, publish, distribute, and sell copies of the Work, and works derived from the Work, in printed form and in electronic media such as CDROM, the Internet, and dedicated eBook devices, and to license others to do so, for the duration of the copyright in the Work, in all languages, throughout the world, and the non-exclusive right to edit and modify the Work. Your names will appear on the title page as its editors, and we will obtain copyright for the Work in our name. We may edit, add to, and delete from the Work as we wish; however, we will submit any material changes to you for review and approval, which you will not unreasonably withhold. If you contribute material as an author, you will be credited as an author of that material in accordance with the applicable Author Consent Agreement.
b) You agree we may use your names, and any biographical information supplied by you and any likenesses supplied by you, on and in connection with the Work and related publicity and advertising, and you agree that we may authorize others to do likewise. Upon your written request that we cease use thereof, we will do so to the extent reasonably possible. We agree that you may use our name in connection with objective descriptions of your participation in the creation and publication of the Work, provided that your use of our name is not confusing, deceptive, or misleading, and that is not used in a manner which conveys or implies (i) any affiliation between us and you, and/or your firms, other than an accurate description of your participation in California Lawyers Association activities, and/or (ii) an endorsement of you or your firms by us.
c) We agree and acknowledge that you will have the same rights as any contributor with respect to any use, or reuse, by you or your firms, of your own contributions to the Work under applicable Author Consent Agreements. You agree and acknowledge that any use or reuse by you or your firms of the contributions of other contributors may require that you obtain further consents from the authors of those contributions.
3. We will provide you with the formatting guidelines based on existing Association publications. You will deliver to us a print-ready copy of the Work in Microsoft Word. If any elements of the Work submitted by you are not satisfactory, we will notify you, in writing, regarding why any such element is unsatisfactory. You will have at least fifteen (15) business days to make the necessary changes and to return the revised element to us. If the element is still unsatisfactory, we may revise it or ask another author or editor to revise it.
4. Subject to Paragraph 2(a), you will consider any comments of the Section Representatives identified in Paragraph 9, below. Together with you, we agree and acknowledge that little or no editorial work on our part is anticipated with respect to publication of the first print edition of the Work.
5. After you give us the Work in final print-ready format, we will give you proofs to review for typographical errors. If we have not published and begun to offer for sale the Work in a print or electronic edition within _____ months after the later of the following: 1) receipt of all of the signed author consents and 2) our acceptance of the final print-ready version of the manuscript for the Work, our rights in the Work will terminate upon receipt of your written request, provided that you turn around changes proposed by the Association within fifteen (15) calendar days. If you do not turn them around within fifteen (15) calendar days, the right to terminate is postponed by the number of days over fifteen (15) days it takes you to turn around the changes.
6. In consideration of your participation in this project, we will provide to you free-of-charge 15 copies of the first published print edition of the Work, for your personal use. We will also sell you additional copies at 50% off the list price. You agree and acknowledge that you will not receive any other consideration or compensation.
7. You warrant to us that to the best of your knowledge, the Work you provide is original, except to the extent it contains material for which you obtain permissions acceptable to us, and that neither the publication of the Work, nor any other exercise of the rights granted to us by this Agreement will violate the rights of any third party, that you have the power to make this Agreement, and that we may rely on notices from either of you as effective and binding notices made on behalf of both of you. You also warrant that the Work is accurate and correct, to the best of your knowledge, based on reasonable research and diligent review of relevant sources.
8. You agree that the obligations contained in this Agreement are personal to you, and that you may not assign this Agreement.
9. a) The designated Representatives are:
California Lawyers Association
Law Section Chair or other Representative
b) All notices must be made in writing, in either hard copy or by email, and shall not be effective until they are received. We encourage you to take steps to confirm receipt. You agree and acknowledge that notice by us to you shall be deemed effective upon receipt, and that notice to us by either of you shall be deemed upon receipt to be effective notice on behalf of both of you. We have no obligation to seek confirmation from any other editor individually, and any editor individually may bind any other editor, for purposes of this Agreement
10. (a.) It is the parties’ intent that the Work be updated sufficiently often to maintain its usefulness to California lawyers as a reasonably current basic reference work. The parties agree and acknowledge that (1) from time-to-time, legislation and case law developments may be of sufficient significance to require the Work be updated by means of a supplement, or by means of a new edition, in order to maintain the Work’s utility, and (2) due to our limited resources and reliance, for the most part on volunteer lawyers for the preparation of educational materials, the Association must sometimes prioritize the publication of such materials. You may terminate this Agreement if each of the following events has occurred:
i) either a single legislative or case law development, or a set of legislative and/or case law developments, has occurred such that a majority of the members of the
__________________ [Name of subcommittee] (“the Subcommittee”) of the
_____________________ [Name of Section] Section believe that an update of the Work
needs to be published within a year, and in writing promptly notifies the Chair of the Executive Committee of the Section and you, to that effect; and
ii) the Executive Committee of the Section, by majority vote and after consultation with the Subcommittee, you, and the Association Representative, notifies you, the Association Representative, and the Chair of the Subcommittee, that the Section is unwilling or unable to publish an appropriate supplement or revised edition within one year of the date of the Executive Committee’s receipt of the Subcommittee’s original written notice concerning the need to update the Work.
b) Nothing herein obligates you to update the Work if you choose not to. Nor does anything herein prohibit you from creating any works, provided that such works do not infringe the copyright in the Work.
11. If the Work goes “out-of-print,” you may request in writing that we put the Work back “in print” If within sixty (60) days after our receipt of your requests, we fail to notify you that we intend to put the Work back in print or to begin revisions of the Work within six (6) months, or in the alternative if all the requirements for termination under Paragraph 10 above are satisfied, you may terminate this Agreement by written notice to us. All rights granted to us by you in this Agreement will automatically revert to you when the Association receives that written notice, except that such termination will not affect any Author Consent Agreement, and we will retain a non-exclusive, worldwide, perpetual, royalty-free right to use, distribute, display, and sell all versions of the Work and related derivative works, already published by the Association. For purposes of this Agreement, “out-of-print” means that neither the Work, nor any derivative work (including supplements and/or updates) is available and has not been available through normal channels for a continuous period longer than twelve (12) months after initial publication. For purposes of this Agreement, “in print” means the Work, or any related derivative work (including supplements and/or updates), is available in hard copy or paperback through our normal channels, and “normal channels” includes distribution by Association licensees or affiliates of the Work or derivative works, provided however, the Work will be considered “in print” if it is printed in exclusively electronic format at a time when more than thirty five percent (35%) of the Association’s treatise and journal publications are being published exclusively in electronic format.
12. You agree and acknowledge that it is your sole responsibility to obtain appropriate consents from all contributors to the Work for any subsequent use made or authorized by you, of their contributions to the Work.
13. In the event of termination of this Agreement under Paragraphs 10 or 11, the following provisions will survive: Paragraph 2(b) with respect to use of our name, and Paragraphs 7, 9, 12, and 15.
14. Termination. Your rights of reversion under Paragraphs 11 and 11 above terminate automatically upon your death or incapacity.
15. This Agreement is subject to the laws of the State of California and you agree to be subject to the jurisdiction of courts located in California, which will be the exclusive forum for any disputes related to or arising from this Agreement. This Agreement may not be modified or amended, in whole or part unless the modification or amendment is in writing and signed by all parties. This Agreement contains the entire agreement between the parties concerning the Work, and supersedes and replaces any prior understandings or agreements, whether or not in writing, concerning the Work. If any provision of this Agreement is found to be unenforceable, the other provisions will continue in effect, to the extent permissible by law and consistent with the intent of the parties, as of the Effective Date.
Please sign both copies of this Agreement and return one copy to us. Very truly yours,
California Lawyers Association
Exhibit A—Author Consent Form
Printed Name of Editor
Date Signed: ____________________________________
Printed Name of Editor
Date Signed: ____________________________________
Sign and return by
Author Consent Agreement
Re: Author Consent Agreement
We thank you for your support and generous contribution of material to be considered for use in the educational publications of the California Lawyers Association (“the Association”). As a condition of consideration of contributions for publication, we require that authors sign and return this Author Consent Agreement (“Agreement”).
This Agreement sets out the terms of publication, and insures that the Association has the permission it needs to carry out the public service goals of enhancing the practice of law through the publication of educational materials. Your consent is non-exclusive, except for a limited “first publication” right, and you will retain the copyright to your contribution. Please sign both copies of this Agreement and return one copy to us. We look forward to working with you.
_____________[Name] (“you”) and the Association hereby agree as follows:
1. Description of Material: An article on [Insert Topic] consisting of approximately ____ words (“the Material”). If the Material has been previously published, in whole or in part, please list name of publication and publication date here:
2. You agree to consent and hereby consent to the Association’s use of the Material in accordance with the terms and conditions of this Agreement You warrant and represent that you have the right to grant this consent, that to the best of your knowledge no other consents are needed by the Association order to make the use of the Material, and that the specified use will not violate the rights of any third party.
3. The Association is authorized to reproduce, edit, publish, and distribute the Material, alone or in combination with the works of others, in the Association’s publications, in all versions and editions, and in all media throughout the world including without limitation any revisions, versions, supplements, new editions, or related derivative works.
4. The Association shall have no obligation to use the Material. The Material submitted by you will be considered specifically for inclusion in the work on _________________[Insert Topic] planned by the ___________[Insert name of Section or standing committee], being compiled by _________ ___________________ [Insert name of editor(s)]. This consent is non-exclusive. If the Association has not published the material within one year after the Association’s acceptance of the final version of the Material, this exclusive right to first publication will immediately terminate, although the balance of this Agreement shall remain in effect This consent is irrevocable, perpetual, and shall extend to any licensee or assignee of the Association. It is royalty-free, subject to the consideration set out in Paragraph 6 below.
5. If the Material is published by the Association, your authorship will be acknowledged based on the following credit information, subject to the Association’s policy as to the form and placement of such acknowledgements, in such location(s) in the published work as the Association places comparable material: Inadvertent failure to include such credit shall not be deemed a material breach of the Association’s obligations. The Association shall have no liability if any such information is incorrect or incomplete. In addition, you agree that other persons may be credited in the Work as your co-authors (e.g, if such persons re-wrote or added to the Material submitted by you).
6. This consent is granted in consideration of five (5) free copies of the first print edition of the Association publication in which the Material is published, if it is published. Such consideration shall be deemed full and complete consideration for all rights granted by you under this Agreement. 7. The copyright in the Work shall remain with you, and you reserve all rights not specifically granted to the Association under this Agreement including the right:
A. To include the Work, in whole or in part, in another work of which the Author is the sole or joint author or editor, provided that in either circumstance the Author may not submit a work for publication that is substantially the same as the Work to another periodical without the permission of the Association sooner than one (1) year after publication of the Work or two (2) years after execution of this Agreement, whichever is sooner, and provided further that such later work credits initial publication in the Journal.
B. To post the Work, in whole or in part, on an Internet or Intranet site over which the Author, or his or her employer, has effective control, provided that such later work credits initial publication in the Journal.
8. You represent and warrant that to the best of your knowledge, use of the Material by the Association in accordance with this Agreement will not violate any rights of any third party
9. The rights granted to the Association by this consent include the rights to alter, edit, and modify the Material as the Association deems appropriate, provided that the Association shall not significantly modify the substantive legal content of the Material without consulting with you.
10. You agree that the Association may use your name, any biographical information supplied by you, and any likenesses supplied by you, on and in connection with publication of the Material (including any version, edition, supplement, or any derivative work based on the Material), and the Association shall have the right to authorize others to make such uses of such information in connection with the authorized use of the Material (including any version, edition, supplement, or any derivative work based on the Material).
11. You agree to waive any and all claims, demands, actions, and lawsuits against the Association, including without limitation its governing board, officers, employees, agents, volunteers, and representatives, arising out of use of the Materials by the Association.
12. This Agreement is subject to the laws of the State of California, and you agree to be subject to the jurisdiction of courts located in California, which will be the exclusive forum for any disputes arising under this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior understandings or agreements, whether written or oral, regarding the subject matter of this Agreement.
California Lawyers Association
Accepted and agreed to as of the Effective Date.
Law Firm or Other Employer Signature (if law firm or other employer has copyright interest in the Material)