1. Agency.
The Author appoints the Agent to act as his or her representative:
(A) in the following geographical area worldwide.
(B) Agent shall market all of Author's literary rights, primary and subsidiary, including but not limited to publishing, motion picture, stage, and television rights, in all the literary material which Author submits to Agent during the term of the agency, and the pre-existing literary material listed above. Any rights not granted to the Agent are reserved to the Author.
2. Best Efforts.
(A) in the following geographical area worldwide.
(B) Agent shall market all of Author's literary rights, primary and subsidiary, including but not limited to publishing, motion picture, stage, and television rights, in all the literary material which Author submits to Agent during the term of the agency, and the pre-existing literary material listed above. Any rights not granted to the Agent are reserved to the Author.
2. Best Efforts.
The Agent agrees to use his or her best efforts in submitting the Author's work for the purpose of securing assignments for the Author.
3. Subagents.
3. Subagents.
Agent may appoint others to assist in fulfilling this Agreement, including subagents.
4. Samples.
4. Samples.
The Author shall provide the Agent with such samples of work as are from time to time necessary for the purpose of securing assignments. These samples shall remain the property of the Author and be returned on termination of this Agreement.
5. Author's Approval.
5. Author's Approval.
Agent agrees to submit to Author all offers received. No agreement shall bind Author without Author's written consent.
6. Collections.
Agent agrees to collect and receive for Author all monies due from marketing Author's literary rights, to hold that money safely while it is in Agent's possession and control, and to remit to Author within fifteen (15) days after Agent receives it.
7. Fees.
7. Fees.
There are no fees.
8. Commissions.
8. Commissions.
Agent shall be entitled to retain as Agent's full agency commission, 15% of all monies collected from the sale of Work, except:
(A) if Agent appoints a subagent to sell subsidiary rights, the combined commission for all such co-agents shall not exceed 20%.
(B) Whenever foreign taxes are deducted at the source of monies due, agent's commission shall be based on the balance after said tax deduction.
9. Expenses.
(A) if Agent appoints a subagent to sell subsidiary rights, the combined commission for all such co-agents shall not exceed 20%.
(B) Whenever foreign taxes are deducted at the source of monies due, agent's commission shall be based on the balance after said tax deduction.
9. Expenses.
Agent shall be entitled to deduct and regain from such monies the full amount of direct out-of-pocket expenses such as, but not limited to, copyright fees, manuscript preparation, telephone calls, and postage. Agent shall obtain approval from Author before incurring any expenses over fifty dollars ($50). Agent may deduct travel expenses Agent incurs on Author's behalf only if Author approves them in advance.
10. Records.
10. Records.
Agents shall maintain accurate books and records of Author's account, and records of Author's account, and shall submit complete and accurate statements to Author upon request. Author shall have the right to inspect and audit (or have Author's accountant inspect and audit) those books, during normal business hours and after giving Agent reasonable written notice. Such inspection shall be at Author's own expense, but if the audit uncovers an error in Author's favor greater than 10%, Agent will bear the expense.
11. Term.
11. Term.
This Agreement shall have an initial term of one (1) year, beginning on the date of the signing of this Agreement. The Agreement shall renew automatically for additional terms of one (1) year unless terminated by thirty (30) days prior written notice by either party to the other. In the event of bankruptcy or insolvency of the Agent, this Agreement shall also terminate. The rights and obligations under paragraphs 4, 6, 7 and 9 shall survive termination, provided that in the event of termination the Author shall have the right to have payments (less commissions) paid directly to the Author rather than to the Agent as set forth in Paragraph 6. If, within sixty (60) days after the date of termination, Author, or agent representing Author, enters into a contract for the sale of literary rights with respect to which Agent had been negotiating before the termination, and the terms obtained in the contract are no more favorable than the terms which Agent had obtained, then that contract shall be deemed entered into during the term of this Agreement.
12. Arbitration.
12. Arbitration.
Any disputes arising under this Agreement between the Agent and the Author shall be referred to the arbitration of two persons (one to be named by each party) familiar with book publishing or their mutually agreed umpire, in accordance with the rules of the American Arbitration Association; judgment on the award rendered may be entered in any court having jurisdiction thereof. The arbitrator may award reasonable attorney's fees to the prevailing party.
13. Right to Contract.
13. Right to Contract.
Both Agent and Author represent and warrant that they are free to enter into and fully perform this Agreement and that they do not have nor shall have any contract or obligations with any of its provisions.
14. Independent Contractor Status.
14. Independent Contractor Status.
Both parties agree that the Agent is acting as an independent contractor. This Agreement is not an employment agreement, nor does it constitute a joint venture or partnership between the Author and Agent.
15. Amendments and Merger.
15. Amendments and Merger.
This Agreement represents the entire contract made by the parties. Its terms cannot be modified except by a written document signed by the parties.
16. Governing Law.
16. Governing Law.
This Agreement shall be governed by the laws of the state of Virginia.
