Letter of Agreement
This letter is our agreement to publish your work, tentatively entitled [title] (which will be referred to in this letter as “the Work”), on the terms and conditions that follow:
You may elect one of the following terms of agreement:
(a) You hereby grant to the Trustees of Amherst College all right, title, and interest in the Work. This grant includes, without limitation, the entire copyright in all countries of the world for all terms of protection and with respect to all media now known or hereafter discovered. This grant, however, is subject to the provisions below.
(b) You will retain copyright in the work. You hereby grant to the Trustees of Amherst College the right to publish the Work, which is understood to include not only new writing but also revisions and adaptations of preexisting material and the arrangement and construction of the Work as a whole, subject to the provisions of the “Agreement to Publish” section below. You make this grant irrevocably.
You warrant with respect to the new and revised editorial material and the arrangement of the Work as covered by the grant defined above that:
(a) that you are the sole owner of copyright;
(b) that such material is original;
(c) that your right to make the grants set out in “Author’s Grant” is complete and unencumbered;
(d) with respect to the new matter covered in Author’s Grant: it has not been published before, no agreement for publication is outstanding, no derivative works based upon it exist, and no licenses with respect to it are outstanding;
(e) that as long as this contract is in force between us, you will not publish or cause to be published any work of similar length and scope that covers substantially the same ground, from substantially the same perspective, as the Work. This will not be construed to limit your rights to republish the Work in the same manner as anyone else will be able to under the Creative Commons license described in “Agreement to Publish“, below;
(f) that the Work contains no scandalous, libelous, obscene, or otherwise unlawful matter, and that it does not invade the privacy or otherwise infringe upon the common-law or statutory rights of anyone; and
(g) that the Work contains no instructions that, if carried out by the reader, would cause physical injury to any person.
Warranties (a) through (d) do not apply to material of other authors for whose inclusion in the Work you have obtained valid permission; to work in the public domain; or to work with appropriate Creative Commons licenses.
Materials created by other persons
In amplification of the above, you agree that you will obtain, at your own expense, all necessary permissions, in writing, for any materials (such as illustrations, tables, or extended extracts) to be included in the Work for which the copyright is owned by someone else. Where instead the materials you wish to include will be created for the Work at your request, you will either commission those materials on a work-for-hire basis, so that they belong to you automatically and thus are subject to the Author’s Grant section of this agreement, or you will secure a copyright transfer from the author to us, in such manner and using such certifications as are required by the copyright holders.
Indemnifications; enforcement of rights
If anyone brings any claim or action alleging facts that, if true, constitute a breach of any of the foregoing warranties, you will hold harmless and indemnify us (meaning: Amherst College, its trustees, officers, and employees), our grantees, our licensees, and our distributees against any liability, whether under judgment, decree, or compromise, and any legal fees and expenses arising out of that claim or action, and you will cooperate fully in any defense we may make to such claim or action. Moreover, you agree to cooperate in any claim or other action seeking to protect or enforce any right you have granted to us in the Work. If any such claim or action fails because of facts that constitute a breach of any of the foregoing warranties, you agree to reimburse whoever brings such claim or action for expenses and attorneys’ fees incurred therein. This paragraph and the warranties above will survive the termination of this agreement.
Delivery of the Work
You agree to deliver to us, in substance, content, form, and style satisfactory to us, on or before [deadline], two copies of the Work; the original word-processing files for the Work; the originals of all documentation required under “Materials created by other persons,” above; and one set of data files ready for inclusion in the Work, prepared according to specifications on which we shall mutually agree. If in our judgment any of the materials that you deliver need to be retyped, redrawn, or relettered, and if you choose not to do such work yourself, then we shall be free to have this work done by someone else, and you agree to reimburse us for this expense.
If you fail to make delivery of an acceptable manuscript by the date specified above, and unless within (60) days thereafter we consent in writing to postpone the delivery date, this contract will terminate. In such event, you agree to return all monies advanced under this Agreement, if any, and then we shall grant back to you all the rights granted to us, described above. You agree, moreover, that you will not thereafter permit the Work to be published elsewhere without first having offered to reinstate this agreement on the same terms as contained herein. If we do not accept this offer within ninety (90) days of our receipt of it, then you will be free to publish the Work elsewhere.
Size of the Work
The Work as delivered to us will consist of a manuscript of no more than [target] words. We understand that the Work will also include media in other formats, including, but not limited to, datasets, images, audio, and video files. You agree that you will provide these files to us in a form suitable for incorporation into the Work.
Agreement to publish
As soon as practical after receipt of the final and complete version of the Work, and following the steps described below and its formal acceptance by the Editorial Board of The Amherst College Press,we shall publish the Work in the English language at our own cost and expense. All versions of the work will be published under a Creative Commons Attribution Noncommercial license. Unless we agree to a different designation, the Work will appear under a Creative Commons By/No commercial use/No derivatives license (designation CC-BY-NC-ND) held in the name of the Trustees of Amherst College.
“Publishing,” as understood in this agreement, will mean
(a) the creation of a website containing the text and supporting materials of the work.
(b) the creation of downloadable files for the use of tablet readers, in formats to be determined by the Amherst College Press.
(c) the creation of a print-on-demand pathway, as possible and appropriate to the Work, that will make possible a printed version of the text of the work, together with a limited number of figures.
The electronic editions of the Work will be maintained on the Amherst College Press website, under a Creative Commons license. It is understood that no revenues will be earned and no royalties will be accrue on any distributions made under such license. The Amherst College Press may, at its discretion, charge a sale price for the creation of print-on-demand copies of the book.
We shall edit the text to conform to the style that appears to us best suited to the Work. After it has been copy-edited, the Work will be returned to you for review. This will be your final opportunity to make changes in the Work.
You will be responsible for reading and correcting proof. When galleys, page proofs, or interactive links of the Work are submitted to you, you agree to correct typographer’s errors and return a corrected form of the proofs to us promptly. If you do not return corrected proofs within thirty (30) days after we have made them available them to you, we shall be free to proceed with the manufacture and publication of the Work without waiting for your return of proofs. If for any reason you cannot read proofs, then we shall hire someone else to do so, and you agree to bear the expense of this proofreading.
The cost of author’s alterations in proof (that is, changes to text that vary from the final copy-edited typescript) will be borne by us to the extent of 10 percent of the cost of the original composition but beyond that amount will be borne by you.
If we request that an index be included in the printed version of the Work, you agree to deliver the copy for such index to us within twenty-one (21) days after we have made accessible to you a final copy of the work. If you cannot prepare the index yourself by the deadline, or if the delivered index is in our judgment inadequate, we shall be free to either prepare/revise the Index or hire someone else to do so. In either case, the cost of such preparation or revision will be borne by you. You will have an opportunity to review the Index before publication.
Upon the approval of the Work by the Editorial Board of the Amherst College Press, you will receive a one-time honorarium of [payment], from which we may withhold any taxes as required by law. You will not receive any further payment or continuing royalties from downloads, views, or printed copies of the Work. If, after the signing of this agreement between us, the Editorial Board should decide that the Work does not meet the standards of the Amherst College Press, you will be entitled to receive half of the agreed payment.
Payment arising from other sources
If we sell or license, whether exclusively or nonexclusively, all or any part of any right you have granted to us in the Work, we shall pay to you, after receipt of any net proceeds of any such sale or license, the following percentages of those net proceeds (“net proceeds” means total cash receipts less all expenses incurred by us in connection with or pursuant to the sale or license):
(a) If the sale or license concerns the right to publish (that is, to reproduce and distribute) the Work or any portion thereof, whether by means of a bookclub, in a periodical or other compilation, through a copublication agreement with another publisher, in a machine-readable medium (including transmission electronically by wire or wireless or any other technology), or otherwise; or the right to display the Work by means of transmission electronically by wire or wireless or any other technology; or the right to make any derivative work other than a dramatization: 50 percent.
(b) If the sale or license concerns the right to perform the Work, or the right to dramatize the Work: 85 percent.
Share of damages
If we receive any sum under any judgment, decree, or compromise in the form of lost revenue, profits of an infringer, or statutory damages, we shall pay you 10 percent of the excess of the sum over whatever legal fees and expenses of ours are not separately reimbursed by an infringer. However, no payment will be due to you from us if you are separately compensated in your own right under the same judgment, decree, or compromise.
If we determine that a printed version of the Work is appropriate, as contemplated above, we shall present 5 copies of the printed Work to you upon publication.
Use of author’s name
You grant permission for the use of your name, picture, and autobiographical data in connection with the distribution and publicizing of the Work and the exercise of other rights you have granted to us.
When requested by us in writing, you agree to revise the latest edition of the Work and to provide us with any new material necessary to keep the Work current and up to date. You agree that each provision of this agreement will govern any such revision or new material, wherever the context permits.
If the Work is primarily a textbook and if for any reason you cannot or choose not to undertake such revision or preparation of new materials within whatever reasonable schedule we may establish, you agree that we may engage some other person(s) for that purpose. If the material is prepared by others, that fact will be stated in the revised edition. You will, however, be given an opportunity to review all revisions and new materials before publication.
Preservation of the Work
The Amherst College Press will provide for the long-term bit-level preservation of all digital artifacts associated with the Work designed for use in electronic form. This preservation will be undertaken at our expense, and will be in external repositories certified as meeting the standards of the Trustworthy Repositories Audit and Certification (TRAC) established by the Center for Research Libraries.
In addition, the Press will maintain in the Amherst College Digital Collections, and any other digital repository that we may choose, copies of all electronic versions of the Work created and made available at the time of publication. At its discretion, the Amherst College Press may also create new versions of the work, utilizing the resources at its disposal, to make the Work available in such new digital formats as may arise.
The Amherst College Press will preserve for a period of three years an active pathway to a print-on-demand option for copies of the work. The price of print-on-demand copies will be determined under the terms set out above. The Press may, at its discretion, choose to extend the period for which an active print-on-demand pathway will be maintained by us. Should we decide no longer to support a print-on-demand pathway for the Work, we agree that you may seek other alternatives for the production of print-on-demand copies, provided that any other such arrangements will leave unchanged the Creative Commons CC-BY-NC-ND license held in the name of the Trustees of Amherst College.
Validity of licenses
If any right granted to us is returned to you by operation of law or according to the terms of this agreement or otherwise, such right will remain subject to any license then in force, and we shall continue to collect and distribute all proceeds therefrom as if we remained the grantor of such rights.
Any notice pertaining to the substance of this agreement that either of us may wish to give to the other will be sufficient if delivered by any means requiring signature on receipt, or by facsimile transmission confirmed by first-class mail, to our respective addresses shown above, or as last appearing in our records, or to such other place as either of us may designate by written notice. Informal correspondence and remittances may be sent by ordinary mail.
Successors in interest
This agreement will be binding upon, and will inure to the benefit of, our respective successors, licensees, and assignees, as well as your heirs, executors, and administrators. However, during your lifetime, your interest in royalties hereunder may be assigned only as a whole, and at no time will any transfer of any of your rights hereunder be binding upon us until we have received due notice and evidence thereof in writing. No assignment or delegation may be made of any of your obligations under this agreement.
Neither we nor you shall be liable for delays caused by wars, civil riots, strikes, acts of God, labor controversies, governmental restrictions, or other circumstances beyond our or your control, and any period of time to be computed for the purposes of this agreement will be extended by the number of days that such circumstances remain in effect.
Two or more authors
In the event that there are two or more authors of the Work, all references in this agreement to “you” include all such authors jointly and severally.
You agree that your relationship with Amherst College under this agreement is that of an independent contractor. This agreement does not create an employment relationship, joint venture, partnership, or agency.
Waiver of default
Any failure or delay by either you or us in enforcing an obligation, or exercising a right or remedy, does not amount to a waiver. Any waiver of a particular obligation in one instance will not prevent enforcement of the rest of this agreement.
This agreement will be deemed to have been executed in the Commonwealth of Massachusetts and will be interpreted under Massachusetts law and applicable U.S. federal law, exclusive of any ‘conflicts of laws’ provisions. Any lawsuit arising out of this agreement must be filed in either the courts of Hampshire County, Massachusetts or the federal district court in Springfield, Massachusetts.
This agreement contains the entire understanding between us. It may not be amended unless in writing signed by both of us. Its parts are separately enforceable and not mutually dependent.