Sample Contract: Major Publishing House

SCHEDULE II STANDARD TERMS AND CONDITIONS 1 PUBLICATION 1.1 The Publisher and/or the Editor may amend and alter the Text in such manner as the Publisher and/or the Editor may reasonably consider necessary and the Publisher and/or the Editor agree(s) to discuss any substantial changes to the Text with the Contributor. If agreement as to any required amendments cannot be reached for whatever reason, then the Publisher reserves the right not to include the Text in the Work. 2 COPYRIGHT AND TITLE 2.1 The Contributor hereby grants to the Publisher for the legal term of copyright including any renewals and extensions the exclusive and irrevocable right and license to produce publish communicate to the public and exploit and to license the production publication communication to the public and exploitation of 2.1.1 the Text 2.1.2 any part of the Text 2.1.3 any new edition or other adaptation or any abridgement of the Text in all languages throughout the world in volume form and in any other form or medium whatsoever including (but not by way of limitation) any form of electronic publication distribution or transmission (whether now known or hereafter invented) that the Publisher may wish. The rights granted in this Clause may be exercised by the Publisher and its wholly owned subsidiary and include without limitation the right to exercise and grant sub-licenses of all translation and subsidiary rights on such terms as the Publisher may determine. 2.2 The copyright in the Text shall remain vested in the Contributor. 3 PERMISSIONS 3.1 If the Text includes textual extracts or illustrations, photographs, maps, diagrams, tables, or copyright artwork from third party copyright works, the Contributor shall be responsible for obtaining written permissions from the respective copyright owners to reproduce the same in the Text and in all editions and in all forms thereof which are the subject of this Agreement and shall forward the originals of the permissions to the Editor as soon as possible after signing this Agreement and in any event no later than the date agreed with the Publisher for delivery of the Text. The costs of permissions shall be borne by the Contributor. 4 INFRINGEMENT OF COPYRIGHT 4.1 It is agreed that if the Publisher considers that the copyright in the Text has been infringed it shall be at liberty to take such steps as it may consider necessary for dealing with the matter including taking proceedings in the Contributor's name (provided that in such a case the Publisher shall indemnify the Contributor against all liability for costs and expenses) and at the same time to control or settle or compromise such proceedings as it sees fit. 4.2 The Publisher shall further be entitled to take urgent proceedings for copyright infringement in its own sole name without prior notice to the Contributor. 5 MORAL RIGHTS 5.1 The Contributor agrees that amendments alterations or additions to the Text made by the Publisher or the Editor or a third party pursuant to Clauses 1.1 or 6.2 or for the purpose of preparing supplements or new editions of the Work, will not infringe the Contributor's right of integrity in the Text as provided in the Copyright, Designs and Patents Act 1988. The Contributor further hereby waives such right when such a waiver is an essential condition of the exercise of any of the subsidiary rights.

6 CONTRIBUTOR'S WARRANTY AND INDEMNITY 6.1 The Contributor hereby warrants to the Publisher that the Text is an original work, has not been published and is not under consideration for publication elsewhere and that neither the Text nor any part of it is in any way whatever a violation of any existing copyright, that it contains nothing obscene, indecent, objectionable or libellous, and that the Contributor has full power to make this Agreement. The Contributor agrees to indemnify the Publisher its assignees and licensees against any loss, injury or expense arising out of any claim by third parties that this warranty has been breached. 6.2 The Publisher reserves the right, having first requested the Contributor to do so, to alter text of the Text as may appear to it appropriate for the purpose of modifying or removing any passage which on the advice of its lawyers may be considered objectionable or likely to be actionable at law, but any such alteration or removal shall not affect the Contributor's liability under this warranty and indemnity in respect of text not amended. 6.3 All warranties and indemnities contained in this Agreement shall survive the termination of this Agreement. 7 JOINT CONTRIBUTORS 7.1 Where two or more persons participate in the production of the Text and are parties to this Agreement then: 7.1.1 the term "Contributor" shall be understood to mean contributors in the plural and the liability of the Contributors shall be joint and several; 7.1.2 if one Contributor of the joint Text for any reason ceases to contribute to the Text or contributes less than originally agreed between the Contributors themselves or between the Contributors and the Publisher the Publisher shall be entitled to continue to publish the Text (if necessary by commissioning another contributor to assume responsibility for that Contributor's contribution) in the joint names of the Contributors and such third party or as it may consider appropriate in the circumstances and the Publisher shall in its sole discretion but after full discussion with the Contributors determine what proportion of the remuneration due hereunder ought fairly to be paid to the Contributor who has ceased to contribute or has reduced his/her contribution to the Text including in any second or subsequent edition; 7.1.3 in the event of a dispute between the joint Contributors over the preparation and/or content of the Text, over payment or over any other matter relating to the Text (after full discussion with the Contributors and the Editor) the Publisher shall resolve the dispute and the Contributors agree to abide by the Publisher’s decision; 7.1.4 the Publisher shall not be obliged to take account of any partnership or other relationship between the Contributors. 8 GENERAL 8.1 Any dispute or difference arising between the parties hereto relating to this Agreement may be submitted in the first instance to an informal disputes resolution tribunal to be agreed between the Contributor and the Publisher. Failing agreement on such or on the terms of such submission the parties agree to and submit to the jurisdiction of the English courts. 8.2 This Agreement and all matters arising out of it shall in all respects be governed by the laws of England and Wales. 8.3 The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provisions which shall remain in full force and effect. The parties shall use their best efforts to achieve the purpose of the invalid provision by a new, legally valid stipulation. 8.4 Neither party shall be liable to the other for non-performance in the event of circumstances occurring outside their reasonable control which shall include for the avoidance of doubt strikes and material currency fluctuations. 8.5 This Agreement is personal to the Contributor but the Publisher expressly reserves the right to assign subcontract or sublicense its rights and obligations under this Agreement in whole or in part. 8.6 Any notice required or permitted to be given under this Agreement shall be properly given by a party if it is sent in a legible form by first class recorded delivery or registered post or by personal delivery to the contact details set out at the beginning of this Agreement unless either party has by 10 days’ notice to the other specified different contact details. 8.7 This Agreement sets forth the entire agreement between the parties regarding the subject matter hereof and supersedes and revokes all prior discussions, arrangements and agreements written or oral relating thereto. Each party confirms that it has not relied upon any representation not recorded in this Agreement save that this Clause shall not apply to any statement, representation or warranty made fraudulently. 8.8 This Agreement shall not be amended varied or supplemented except in writing signed by the parties or their duly authorised representatives. 8.9 No failure or delay on the part of either party to exercise any right or remedy under this Agreement or any single or partial exercise of such right or remedy shall be construed as a waiver thereof.
8.10 No provision in this Agreement is intended to be enforceable by a person who is not a party to this Agreement.