In this section:
Attached below (the actual terms vary).
MEMORANDUM OF RIGHTS AGREEMENT
Collective Ink Ltd, Laurel House, Station Aproach, Alresford, Hampshire, SO24 9JH, United Kingdom
Xxxxxx (Foreign Publisher and address)
1. GRANT OF RIGHTS
1.1 In consideration of the undertakings of the Licensee in this Agreement, the Publisher grants to the Licensee, the exclusive license to print and publish and sell in volume form the Work entitled;
Written by xxxx (“Author”)
In the xxxxx language
For the period of 7 years from the date of this Agreement.
1.2 All other rights in the Work now or hereafter in existence, including, but not limited to, electronic rights, dramatic and motion picture rights, television rights, radio rights which are not specifically granted herein are reserved by the Publisher.
1.3 Upon termination of this Agreement, all rights in the Work granted to the Licensee shall revert automatically to the Publisher but without prejudice to the Publisher’s right to any moneys previously paid to thereafter payable to the Publisher.
1.4 During the term of this Agreement, the Licensee shall have the exclusive right to negotiate the sale of the following subsidiary rights of the Work and the net proceeds from the sale of such rights shall be divided between the Publisher and the Licensee in the following proportions:
First serial rights; Publisher 60%, Licensee 40%
Second serial rights; Publisher 60%, Licensee 40%
Digest and condensation; Publisher 60%, Licensee 40%
Anthology; Publisher 60%, Licensee 40%
2. PUBLISHER’S WARRANTIES
The Publisher warrants with the Licensee that:
2.1 the Publisher is free to enter into this Agreement
2.2 the Publisher has not entered into and shall not enter into any arrangement which may conflict with this Agreement
2.3 to the best of the Publisher’s knowledge, the Work is not obscene or defamatory and does not infringe any right of copyright
3.1 The Licensee agrees to pay the Publisher:
a) an advance of 500 euros upon signature of this Agreement
b) the following royalties (“Royalties”) within a 3 months from the end of each accounting period (minimum one period per year);
6% of the retail price
Payment to Collective Ink Ltd
For wire transfer; Barclays Bank Plc, Basingstoke and Reading Business Centre, PO Box 6193
Basingstoke, Hants RG21 3RX
SORT CODE 20-05-00
Account no; sterling and euros 80856207
IBAN GB49 BARC 20050080856207
Account no; dollars 85957566
IBAN GB58 BARC 2005 0085 9575 66
3.2 The Licensee shall not have the right to withhold any part of sums due to the Publisher as a reserve against returns and/or credits.
3.3 If any withholding or other taxes are required to be deducted, it shall be the responsibility of the Licensee to ensure that no improper deductions are made and that the Publisher is provided with all necessary receipts in order to avail the Publisher of any tax credit, and the Licensee undertakes to account to the Publisher in relation to any tax credit or saving received by the Licensee in relation to royalty payments to the Publisher.
4. LICENSEE’S UNDERTAKINGS
The Licensee warrants and agrees with the Publisher:
4.1 All rights and title in and to the Work are expressly reserved to the Publisher subject to the license in Clause 1.
4.2 The Licensee shall publish the Work at the Licensee’s sole cost no later than twelve months from the date of this Agreement and shall deliver to the Publisher not less than 3 copies of each edition or publication of the Work published by the Licensee.
4.3 The Licensee shall not by act or omission impair the copyright in the Work or violate any moral right in the Work and that all copies of the work and artwork published and distributed by the Licensee shall contain full copyright notices and acknowledgements and shall comply in full with all the applicable laws and conventions.
4.4 The licensee shall punctually pay to the Publisher all sums owing to the Publisher under this Agreement.
4.5 The Licensee shall not assign or sub-license or otherwise part with possession of the benefit of this Agreement without the prior written consent of the Publisher.
4.6 The name of the Author shall appear in its customary form in due prominence on the cover and title page.
4.7 The Licensee shall insert on the reverse side of the title page of every copy of the published Work the following copyright information;
Copyright © (followed by year of copyright and the author’s name)
Originally published in the UK by O Books (giving full address)
Published in (date) under license from O books.
4.8 On the date of termination of the Agreement, the Licensee must take stock and report within fourteen days to the Publisher the amount of such stock and that the licensee shall not deliver more copies of the Work to any third party without the prior written consent of the Publisher.
5. ROYALTY ACCOUNTING
5.1 The Licensee shall on each accounting date (maximum 3 months after the end of the Accounting Period) render to the Publisher a full statement showing all money owed to the Publisher in respect of the preceding Accounting Period.
5.2 Euros shall be the currency of account and where any sums are received in a currency other than dollars, the same shall be converted at the best obtainable rate of exchange on the date of payment due.
5.3 The Licensee shall keep full books of accounts relating to the exploitation of its rights under this Agreement and the Publisher or its representative at any time during the License Agreement, and for five years afterwards shall have the right on giving reasonable notice to inspect such books of accounts during normal business hours.
5.4 No royalties shall be payable on remainder copies sold by the Licensee.
6.1 This Agreement shall lapse and all rights conveyed by it shall without further notice revert to the Publisher without prejudice to the Publisher’s claims for damages or otherwise if:
6.2 The Licensee fails to pay any amount due under this Agreement in full within fourteen days of its due date and such failure is not remedied within fourteen days of receipt of written notice.
6.3 The Licensee is in breach of any material term of this Agreement which is capable of remedy.
6.4 The Licensee becomes insolvent.
6.5 The Licensee shall cease the business of publishing books.
6.6 The Work goes out of print or is deleted from the Licensee’s catalogue.
7.1 Any notice required to be given under this Agreement or communications between the parties with respect to any of its provisions shall be in writing to the address as set out at the head of the Agreement.
8.1 The Publisher shall not be liable to the Licensee for failing to supply delivery materials and shall not be liable for any expenses or consequential losses suffered by the Licensee.
8.2 This Agreement contains the full understanding of the parties and supersedes all prior arrangements whether written or verbal.
8.3 This Agreement shall be governed in accordance with the laws of England and Wales whose courts shall be the courts of competent jurisdiction.
On behalf of;
Xxxx (Foreign publisher)
Collective Ink Ltd