Contract Question : Red Flags? SOP?

MRavenell

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I am holding in my hot little hands a contract. :partyguy:

I'm from the corporate world, and there are various things that are absent from this contract that I'd normally expect to see. I'd like to know if these things being absent are SOP in the book publishing world:

1) Lack of an audit clause. The contract addresses royalties, but never mentions my right to audit.

2) Does not mention mediation, remedies etc should there be a breach on either side.

3) Does not mention if the contract is transferable or sub-liscensable

4) Does not mention basically what I'd call "content indemnification"- basically their THEIR legal counsel will review the content and they'll take the hit if they miss something. But there's plenty of us indemnifying them against plagiarism and the like. If I really eyeball the clause it COULD sound like I'm indemnifying them all content and their legal eagles won't touch it. Normal?

This contract also contains an "auto renew" (publisher's discretion, and the way it's written, I don't get a say in it), which is something I've never seen before in any contract- renewals are always by mutual agreement. Normal for books?

There's also no termination clause. There's one for THEM, but my right to terminate are not mentioned one way or the other. Is this normal?
 

Old Hack

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We can't tell you if this is a good or a bad contract for you, or if the clauses you refer to are going to work for you or not.

You need to take appropriate legal advice, and not rely on a bunch of strangers on the internet.

If you're in the UK, join the Society of Authors and they'll give you free legal advice on the contract. If you live elsewhere in the world, your local authors' associations and societies should be able to provide you with some help.
 

MRavenell

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We can't tell you if this is a good or a bad contract for you, or if the clauses you refer to are going to work for you or not.

I'm not asking for legal advice. I'm asking for your guys experience on if any of the stuff above (mostly the auto-renew without consent and no right to audit) raises any red flags and I SHOULD pursue legal counsel.

More like a "Yeah, that sounds a little weird." or a "Nope, that's pretty standard language."

I know if I were to call my regular business attorney and ask him about the lack of an audit clause and the auto-renew he'd tell me to use the contract as kitty litter. But he's not involved in the world of book publishing, and I know that each industry has its own culture and standards. I don't want to make a fuss demanding the right to audit when NOBODY will grant me such a thing and I kill the deal.
 

Old Hack

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As I think I said earlier, it's impossible to give you an accurate answer to your questions without first reading the full contract.

You're right. Your regular solicitor wouldn't be able to give you appropriate advice here. And neither can we. Speak to your agent, or pay for advice from a suitably qualified professional.

Good luck.