You’re the Writer, Put It in Writing
When the parties have reached a verbal agreement, it’s time for the writer to put the agreement in writing. I'm astounded that any professional would start a project on the basis of a verbal understanding. So much can and will go wrong.
Every ghostwriter should have a template for an intellectual property agreement. I suggest keeping it simple. A lot of legalese and boilerplate just frightens the client. The trick is to keep the client's lawyers out of it. If the client's lawyer gets involved, I guarantee the project will be derailed before it starts.
I find that a one- or two-page intellectual property agreement works well. It is surprisingly simple but covers all the essential details, including the fee, deliverables, payment schedule, intellectual property ownership, confidentiality, and dispute resolution.
I’ve never had a legal issue with a client that required consulting the agreement. Generally we sign the agreement, file it away, and never refer to it again. Still, it’s important to memorialize the agreement. Here’s an outline of the intellectual property agreement I have found useful.
If you like it, feel free to use it or adopt it as your own.
INTELLECTUAL PROPERTY AGREEMENT
THIS AGREEMENT, executed this ____ day of _____ between ___________, Commissioning Party, and John Kador, Creator, memorializes and confirms the following agreements between the Parties:
Scope of Work: _____ commissions Kador for all editorial work necessary to prepare the following work for hire: The Work is defined as a book-length manuscript for a book, hardcover, with four-color book jacket, approximately _____words, about ____ pages.
Timeframe: Formal work to commence _________________ or earlier, as negotiated, with completion of the project contemplated by ____________.
Delivery: Kador will work with _____________ to deliver a final manuscript acceptable to the Commissioning party _______________. Kador will prepare drafts, interviews, edits as required, and will coordinate all aspects of the copyediting, design, cover design, and production of the book.
Work for Hire: The parties agree that the Work shall be considered and deemed as a work made for hire for the benefit and excusive ownership of ______, to the fullest extent permitted by law. ______________ reserves all proprietary rights without exception under U.S. Copyright law. In consideration for his fee, Kador relinquishes all claims to the copyright, author credit, and book earnings.
Non-Disclosure: Kador agrees to hold in confidence all materials and information, return all materials entrusted to him, and to sign any NDA presented. Kador will not, without written consent, share, give, sell, market, assign or disclose any confidential information to any third person.
Independent Contractor: The relationship of Kador to ___________ is that of an independent contractor. Under no circumstances shall Kador be considered an agent, servant, or employee of ____________. Kador is responsible for all of his own taxes, including payroll, state, city, and federal.
Marketing: Upon request, Kador agrees, for an hourly fee to be negotiated, to assist ____________ with all aspects of marketing the published book, including publicity and the creation of a book web site.
Subsequent Books: After this book is published, Kador agrees to be available to ____________ to help him publish subsequent books, if requested, at a rate to be negotiated.
Copyright: Copyright notice will read as follows: “Copyright _______________ (date), All rights reserved.” The parties agree that the worldwide copyright and all other rights in and to the Work, including its components parts and all research materials, shall belong completely in all respects to ________________. Kador shall have no rights in and to the same.
Editorial Control: ____________ shall have unconditional editorial control over all aspects of the Work and ancillary materials.
Project Fee: ________ shall pay Kador $_____ for his services under this agreement, with progress payments to be paid as follows:
25 percent ($____) due on signing of the Agreement.
30 percent ($_____) due on delivery of half the chapters (First Draft).
40 percent ($_____) due on delivery of the complete publishable Manuscript (Final Draft).
5 percent ($_____) due on publication.
Kador’s Expenses Included: No additional expenses for personal travel, lodging, meals, etc. will be presented, except as approved by written authorization.
Production Costs Not Included: The scope of this agreement is for editorial work only. At the appropriate time, if requested, Kador will present options and estimates for the production of the book.
Book Proposal: Upon request, Kador will prepare a book proposal and submit it to selected publishers and literary agents in an attempt to get a publishing contract from a traditional publisher. The fee for preparing the book proposal is $_______.
Unsatisfactory Manuscript: If ____________ in his sole discretion, deems the Work delivered by Kador under this agreement to be unacceptable in substance, then Kador shall have the opportunity to cure any defects and generally revise, correct, and supplement the Work to the satisfaction of ___________, and deliver fully revised, corrected, and supplemented Work no later than 15 days after receipt of _________’s notice. If such revised, corrected, and supplemented materials are still not deemed satisfactory in substance by ______ then ______ shall have the right to terminate this agreement without further obligation to Kador.
Early Termination: ____________ may terminate this agreement at any time prior to the completion of the First Draft without any further compensation to Kador. In the unlikely event ____________ wishes to terminate this agreement after delivery of the First Draft but before the delivery of the Master Draft, an early termination fee of $________ will be due to Kador.
Dispute Resolution. If a dispute arises that cannot be settled by amicable discussion between the parties, the matter shall be settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
Originality: Kador warrants that the Work is an original work of the creator’s independent authorship, except as to any matter specifically attributed otherwise. Kador agrees to indemnify and hold harmless ___________ against any loss or injury suffered by ____________ as a result of the breach of this warranty.
Artificial Intelligence. Kador warrants that his writing for this book does not and will not incorporate, is not based upon, nor derived from, any artificial intelligence tools.
Publicity: Kador shall not originate publicity, news releases, articles, promotional materials, or any other public announcement related to this Agreement or to performance hereunder without prior written consent.
COMMISSIONING PARTY CREATOR
JOHN KADOR
______________________ ____________________
______________________ ____________________
Date _________________ Date _______________