An agent has offered me a contract - Is this a GOOD DEAL?
I've been offered a contract from an agent, but I need some feedback on the "legalese." Thanks to everyone on this site for posting so many tips that have been helpful to me from the initial query to the book proposal and beyond. I'm going to post the contents of the agency agreement (sans the names - agent and author) and was wondering if y'all can give me some feedback on whether this is a good agency agreement. The agent has been very nice and responsive, but I just want to make sure I've got my back covered.
March 12, 2008
To: XXXXXX
Re: Agency Agreement
Dear XXXXXX:
I shall be pleased to serve as your literary agent to obtain offers for rights in yourliterary work tentatively titled XXXXXX, attached to and made a part of thisagreement, (the Work), on the following terms and conditions:
Duration: My term as your exclusive literary agent for the Work shall beginMarch 15, 2008, and end on March 15, 2009, unless we agree in writing to extendthe term, or unless either of us gives the other 30 days’ notice of termination.
My Authority: During the term, you authorize me to negotiate for thedisposition of publication rights in the Work throughout the world, but youreserve the final control over any agreement, which shall bind you only if yousign it.
My Efforts: I’ll use reasonable efforts to obtain one or more offers to acquirepublication rights for the Work from reputable, established publishers. I’ll keepyou informed of my efforts, present all offers to you, and advise you about themand other matters.
My Compensation and Reimbursement: My compensation shall be 15% of yourgross receipts from the sale or other disposition of rights in the Work and worksderived from it, and if I appoint a film or foreign sub-agent, or if another agentrepresents your literary material, the combined commission for all co-agents willnot exceed 20%. You also agree to reimburse me for reasonable out-of-pocketexpenses for postage and photocopying I incur on your behalf, not to exceed$200 without your permission. I’ll obtain your permission before I incur otherexpenses on your behalf.
Payments to You and Me: I may arrange for those gross receipts to be paiddirectly to me, and I shall hold them separately from my own funds. I maywithhold my commission and reimbursement from the gross receipts, payingyou the balance within three business days after I receive them (unless my bankplaces a hold on deposited funds, when I shall pay you the third business dayafter the hold is released).
Examination of My Books: You may examine my books that deal with myagency relationship with you, on reasonable written notice, during normalworking hours, at my place of business.
Effect of Sale of Rights after Termination of Agreement: If you sell or transferpublishing rights in the book within three months after the agreement terminatesto a person or company to which I submitted a proposal for the sale of thoserights during its term, I shall be entitled to my full commission. My right tocompensation for a sale or disposition of rights under this agreement, onceearned, shall continue even after the agreement terminates.
Representing Competing Works: As a literary agent, I may represent clientswhose work competes with yours. You agree that I may do so.
Your Warranties, Representation, and Indemnification: You represent andwarrant to me that you have the right to make this agreement without impairinganyone else’s rights, and you agree not to make any commitment about the Workor works derived from it that conflicts with this agreement. You shall indemnifyme and hold me harmless against any claim or loss based on your breach of theprovisions of this paragraph.
Disagreements: If we disagree about this agreement for the way it is applied, weshall resolve the disagreement in the following order: First, we shall discuss it. Next, we shall mediate it with a mediator we choose, whose expenses we shallshare. Finally, we shall arbitrate it in San Francisco, California, before anarbitrator with knowledge of the publishing business who we choose. If we can’tagree on the arbitrator, each of us will appoint a representative who will chooseone. The arbitrator may award reasonable costs and fees to the winning party, and the arbitration award may be enforced in any court with jurisdiction.
Independent Review: I urge you to have this agreement reviewed byindependent counsel of your choice, and you acknowledge your understandingthat to do so is desirable.
Changes: This is the entire agreement between us, and we may change it only inwriting signed by us both.
Acceptance: If you accept this agreement, please date and sign the enclosed copy and return it to me.
I look forward to working with you.
Sincerely,
XXXXXXXXX
Agreed and accepted:
__________________ , 2008
SSN -________ - _________ - _________