Book Contract Template

Draft a professional book contract in minutes and protect your rights. E-signatures included to sign, approve, and send contracts instantly.
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What is a book contract template?

A book contract template is a pre-structured agreement used in book publishing to formalize how a book will be produced, distributed, and monetized. It’s a reusable author–publisher contract that can be customized for different titles, formats, and publishing arrangements—traditional, small press, hybrid, and more. Unlike a loose sample publishing agreement, a template is ready to execute with minimal edits after tailoring to the specifics of a given deal. This makes negotiations faster and helps protect both sides from misunderstandings.

Definition and purpose

A book contract template is a standardized author–publisher agreement designed to capture the core rights, duties, and compensation tied to a book project.

Its core purpose is to set expectations for rights (like format, territory, and duration), responsibilities (editing, production, marketing), timelines (manuscript delivery, production schedule), and compensation (advances, royalties, accounting). By outlining these terms upfront, the template serves as both a starting point for negotiations and a final contract once customized. For a typical title, you might see a one-time advance of $2,000–$15,000 for a small press title, with print royalties around 8–12% of list price and 25–35% of net receipts for eBooks, depending on format and market. The template also includes provisions for rights reversion, audit rights, and termination, so both sides know what happens if goals aren’t met. When used well, it reduces back-and-forth and helps prevent later disputes.

When to use a book contract template

Use a book contract template in scenarios where you want a consistent, legally sound starting point for negotiations, speed up deals, and reduce disputes.

Common situations include a small press signing multiple authors, a freelance author licensing their manuscript to a publisher, or a consultant self-publishing with a service provider. In each case, rights to the manuscript or book project are granted to another party, so having a structured author–publisher contract helps protect both sides from misunderstandings. Start with the template, customize key terms like the rights granted, territory, term, and royalties, and then add specifics such as delivery deadlines and production standards to finalize a solid agreement.

Key parties in the agreement

The contract names the key players who will work together to bring the book to readers; identifying them clearly at the start helps avoid later confusion.

Here are the main parties usually named in a book contract template:

  • Author – The writer or writers who own the manuscript and grant publishing rights. They provide the content, approve edits, and receive advances and royalties. If an agent represents the author, the agent’s details and authorization should appear here.
  • Publisher – The publishing company or service provider that handles editing, design, production, distribution, and marketing. They pay the advance (if any), issue royalties, and manage rights across formats and territories.
  • Agent (optional) – A literary agent who negotiates terms on behalf of the author, coordinates rights deals, and tracks contract changes to ensure the author’s interests are protected.
  • Co-publisher or imprint (optional) – Another publisher or imprint sharing publishing duties, rights, or specific geographic zones, often used in collaborative publishing arrangements.

Knowing who sits at the table helps set expectations for approval rights, editorial control, and how profits are split. Including clear identifiers for each party also makes it easier to assign tasks and track deadlines as the project moves from manuscript to market.

Key components of a book contract template

A solid book contract template covers the non-negotiable sections that protect both author and publisher. Below, we break down the core clauses—grant of rights, author compensation, manuscript obligations, representations and warranties, and full agreement/boilerplate—and explain what to cover in each to build a robust, start-to-finish publishing agreement that stands up in 2025.

Grant of rights clause

The grant of rights clause defines exactly which rights the author is giving to the publisher. To draft a robust clause, specify territories (worldwide or particular countries), languages, formats (print, ebook, audiobook), and duration (term length and renewal conditions). Also clarify whether the rights are exclusive or non-exclusive, and consider splitting rights by format so you can track and leverage print, digital, and audio separately. In 2025, many author contracts distinguish print, digital, and audio rights explicitly, which helps with licensing and sublicensing opportunities.

Effective drafting also involves mapping the rights to a clear timeline and reversion triggers. For example, you might define a worldwide exclusive grant for five years for print, ebook, and audiobook rights, with a two-year renewal option and a reversion if the publisher does not meet publication milestones. Include a provision for sublicensing, translation rights, and any regional subrights, and consider whether rights revert if the book goes out of print or fails to achieve a minimum level of sales. Clear language here prevents disputes when the project evolves into derivative works or new formats.

Author compensation structure

The author compensation structure explains what the author is paid and when, and it usually includes subsections for advances, royalties, and sometimes bonuses or subsidiary rights income. As a reader, you want a clear, predictable plan that aligns incentives with performance. In 2025, most traditional publishing deals separate an upfront advance from royalties, and many indie-style templates add a line for performance bonuses if sales hit milestones.

Draft the section to specify payment schedules, minimum thresholds, and currency/tax considerations. For instance, list when advances are earned (upon signing or delivery) and when royalties begin (upon publication or when the book earns out the advance). Include any minimums or cost deductions, and spell out how currency conversion and tax withholding are handled for authors outside the publisher's home country. Finally, note any anticipated subsidiary rights income and how it is split or credited to the author, so you have a complete, trackable compensation framework.

Advance against royalties

An advance against royalties is an upfront sum paid to the author that is recoupable from later royalties. Draft language that covers the total advance amount, when it’s paid (for example on signing, on delivery, and on publication), and whether it is refundable under any conditions. The clause should also explain how the advance is recouped from royalties and what happens if no advance is offered. In 2025, many deals include an advance that mirrors publication expectations, with clear recoupment mechanics and an explicit note that unearned portions are not returned if the book underperforms after publication.

If your template does not include an advance, state this clearly to avoid confusion later. You can also outline a staged payment plan tied to milestones and tie the advancement to the rights granted, delivery, and approval of materials. Finally, consider including a provision about what happens to any unrecouped portion if the contract terminates early or the book is not published, so authors understand how the risk and rewards balance over time.

Royalty terms and calculations

Royalty terms detail how authors earn from book sales, including how royalties are calculated, the rate by format, and how statements are issued. In the template, specify whether royalties are based on a percentage of list price or net receipts, with separate rates for hardcover, paperback, ebook, and audiobook. To improve clarity in 2025, consider including tiered rates and an escalator clause tied to sales milestones, so authors know how pay scales might rise with higher volumes. This clarity helps both sides plan for growth.

Additionally, specify the accounting and reporting practices. For example, set how often statements are issued (quarterly or semi-annually), what accounting period is used (calendar or publisher fiscal year), and how reserves against returns are handled. A simple table can make rates transparent: a short table with formats and corresponding royalty rates helps authors quickly see the math behind royalties. Finally, address currency handling and tax withholding for international authors to prevent surprises at payout time.

To make rates crystal clear, you can present them in a table like this:

FormatRoyalty Rate (of List Price)Notes
Hardcover10–12%List price basis
Paperback7–10%List price basis
Ebook25–30%List price basis
Audiobook20–25%Net receipts basis

Additionally, discuss currency handling and tax withholding for international authors to prevent payout surprises and ensure you capture all revenue streams accurately.

Manuscript delivery and quality

This section specifies what the author must deliver, in what format, and by which deadlines. Include expected word count or page range, file format (for example, editable Word DOCX), delivery date, revision expectations, and consequences for late or unacceptable manuscripts (such as extension periods or termination rights). Clarity here helps avoid conflicts later in the production schedule and keeps the project on track with production milestones.

When drafting, set realistic milestones and define the process for editorial rounds. For example, require an initial manuscript delivery within nine to twelve months, followed by one or two rounds of edits with specified turnaround times. Include a policy for acceptable manuscript quality and a mechanism for extending deadlines if there are delays caused by the author. Also, describe how proofs, galleys, and final files are formatted and submitted to the production team to prevent last-minute surprises.

Publication, marketing, and distribution

Describe how to outline the publisher’s core obligations: editing, design, production, and making the book available for sale in agreed formats and territories. Include a projected publication window, how final cover and title decisions are made, and what, if any, marketing or promotional activities are promised. Note that many sample publishing agreements keep these commitments modest and non-specific, so suggest using realistic, clearly worded obligations that align with your budget and timeline.

In practice, spell out who approves the final title and cover, the target formats (print, ebook, audiobook), and the distribution channels (retailers, libraries, international markets). Include a realistic publication window—often 12–18 months after delivery for traditionally published works—and set expectations for modest marketing efforts (press releases, author events, social media push) without guaranteeing aggressive campaigns. This helps prevent misaligned expectations and protects both sides if marketing outcomes differ from initial plans.

Representations and warranties

Instruct the reader on drafting the section where the author confirms that the work is original, does not infringe on others’ rights, and is not defamatory or otherwise unlawful. Explain that the publisher may also warrant it has the authority to enter the agreement. Emphasize that this clause protects both parties from legal claims and is standard in any author publisher contract template. Keep the language balanced so it doesn’t overstate risk or responsibility for either side.

Include a clause about disclosure of any third-party rights or licenses that affect the work, and require the author to notify the publisher if new information arises that could impact warranties. Also, note that the publisher’s warranty to authorize the agreement should be accompanied by limitations and conditions typical in publishing deals, such as authority to sign on behalf of the publisher and the absence of conflicting commitments. This creates a clear, mutual safety net for the relationship.

Indemnity and limitation of liability

This clause allocates responsibility if legal claims arise (for example, if someone alleges infringement or defamation). Guide the reader to describe when the author must indemnify the publisher, any caps or exclusions on liability, and how legal defense costs are handled. Keep the instructions high level, focusing on why the clause belongs in every book contract template rather than providing legal language. Indemnity provisions should align with typical publishing risks, like rights infringement or breaches of representations.

Additionally, outline reasonable caps on liability and any carve-outs for intentional misconduct or gross negligence. Explain who pays for legal defense and how settlements are handled. Finally, point out that many templates include an insurance requirement or specify that the publisher maintains insurance for ongoing claims. This helps both parties understand risk allocation and protects the project from unexpected legal costs.

Full agreement and boilerplate clauses

List the typical boilerplate provisions that should appear near the end of the contract: entire agreement (this document is the full binding agreement), amendments in writing only, governing law and jurisdiction, assignment, notices, dispute resolution, and severability. For each, add a brief note about its purpose—e.g., the entire agreement clause prevents side emails from being treated as binding terms. Present this as a checklist so users can ensure their sample publishing agreement is complete.

To close, provide a clear, easy-to-navigate checklist that ensures nothing is missed. For example, verify that the entire agreement clause is present to prevent side communications from becoming binding terms, confirm the governing law and venue, and ensure proper notice procedures and assignment rules are included. A well-structured boilerplate section protects both sides and makes it easier to enforce the contract if disputes arise.

How to customize a book contract template

Customize a standard author-publisher contract to fit a specific project by aligning rights, timelines, compensation, and marketing expectations with the book’s format and the author’s business goals. This practical guide shows how to tailor the core template for print-only deals, all-rights deals, or rights-limited arrangements without weakening protections for the author.

To define the scope of rights and formats

Define which rights you license, which you keep, and how formats are described in clear terms.

Begin by listing the exact rights you grant. In practice, most book deals license print rights (hardcover and paperback), ebook rights, and audiobook rights, while allowing the author to keep film, merchandising, translation, and overseas rights. To avoid ambiguity, tie the scope to formats with concrete language like "print rights for hardcover and paperback; digital rights for ebook and audiobook." If you want to separate digital and audio terms, specify whether they share the same royalty structure or have separate rates.

Next, create a formats schedule within the grant that enumerates each format. This helps prevent scope creep and makes audits easier. For example, you can set royalties as 10-12% of the list price for hardcover, 7-10% for paperback, 25% of net receipts for ebooks, and 15% of net receipts for audiobooks. Also decide what happens with translation or film rights—are they licensed now or reserved for future negotiation? Clear language here protects both sides and speeds up negotiations.

To set realistic delivery and publication timelines

Plan deadlines that reflect project complexity and the publisher’s production calendar.

Choose a realistic manuscript delivery date based on manuscript length and the author’s schedule. Build revision windows into the contract; for a 70,000-word manuscript, plan 6-8 weeks for edits, 2-3 weeks for copy edits, and 2-4 weeks for design proofs. Then set a tentative publication date that accounts for printing, marketing, and distribution; many deals schedule publication 6-12 months after delivery. To reduce ambiguity, cite dates or fixed timeframes, such as "within 90 days of delivery" for revisions and "publication within 12 months of delivery."

Finally, align milestones with the publisher’s production calendar and the author’s commitments. Include a sample milestone chain in the template: delivery due by a specific date, revised manuscript due 6-8 weeks later, final proofs due 2-4 weeks after that, and publication targeted for a chosen date. Using calendar dates helps avoid disputes when delays arise. Also outline what happens if delays occur, such as extension rights or renegotiation of dates to manage expectations.

To tailor compensation, advances, and royalties

Adjust compensation terms to fit no-advance, small-advance/high-royalty, or work-for-hire deals, and capture the details in a simple table for quick review.

In a no-advance deal, set a royalty rate that compensates the author directly from sales, often slightly higher for core formats. For a small-advance deal, combine a modest upfront payment with standard format royalties and reserve additional rights or incentives for performance. In a work-for-hire agreement, the author is paid a flat fee and no ongoing royalties; if you choose this path, specify this clearly and ensure it doesn't waive residuals for future uses the author cares about.

FormatRoyalty RateTypical UpfrontNotes
Hardcover10-12% of list$0-$20,000World rights, print distribution
Paperback7-10% of list$0-$10,000Wide distribution
eBook25% net$0-$5,000Digital-first or co-release
Audiobook15% net$0-$5,000Includes production costs

If you prefer variations, you can also consider a work-for-hire arrangement with a flat fee and no ongoing royalties; just ensure the contract clearly states this as an alternative to standard royalties and outlines any scope limits, payment milestones, and rights retained or waived.

To address digital, audio, and subsidiary rights

Expand or refine clauses for ebooks, audiobooks, and other derivative formats, and specify control, revenue sharing, and sublicensing arrangements.

State who controls each format and who approves sub-licensing. In many traditional deals, the publisher controls digital and audio rights and may sub-license production to audiobook studios, while translation, film, and merchandising rights are negotiated separately or reserved for future exploitation. Revenue sharing should reflect the format, with ebooks typically paying around 25% of net receipts and audiobooks around 15% of net receipts. Also specify coverage for library lending, large print, and translation rights, even if they are not immediately exploited, so your template remains future-proof.

Detail any sublicensing revenue splits and audit rights. For instance, if the publisher sub-licenses an audiobook to a production house, state the revenue split after production costs and require semiannual reporting. Clarify whether library formats or school editions are included and how royalties are calculated there. By addressing these formats up front, you reduce disputes as new platforms emerge in 2025.

To align editing, cover, and marketing expectations

Guide the reader to add precise language about editorial decisions, cover design, and marketing commitments.

Describe who has final say on the manuscript, cover design, and title. Use clear language like "Publisher may, at its discretion, approve edits that do not materially alter the manuscript’s meaning" or "Publisher shall appoint a designer and provide a first cover comp for approval." Include a defined number of editorial rounds and link it to production milestones to avoid endless revisions. This helps both sides understand what is expected and prevents disappointment later.

Address marketing realistically and tie commitments to budgets. Include concrete deliverables such as a press release, author interview, bookstore outreach, and a realistic timeline for these activities—e.g., a plan to launch within 6 weeks of final acceptance. Favor neutral language like "Publisher may, at its discretion, coordinate marketing activities" over absolute promises like "Publisher shall." Pair these terms with a milestones schedule to keep expectations fair and actionable, especially as platforms and channels evolve in 2025.

Common pitfalls in book contract templates to avoid

Authors and small publishers often rely on contract templates to speed up deals, but mistakes here can cost time, money, and control over a book. This section calls out frequent problems in grant-of-rights language, royalties, reversion, and indemnities, with practical tips you can apply to any sample publishing agreement in 2025. By spotting these red flags, you’ll be able to negotiate stronger, clearer terms before you sign.

To avoid overly broad grants of rights

A common line like “all rights in all media now known or hereafter devised” sounds impressive but is risky because it locks in formats and markets you may not understand today.

To avoid this, specify only the rights you expect the publisher to actively use. List formats (print, ebook, audiobook) and territories (for example, US and Canada) with clear limits, and define what happens to any rights that aren’t exploited. If a title goes out of print or isn’t actively exploited for a defined period, make sure the contract allows those rights to revert to you. Narrow grants to the real needs of your project, and keep an eye on future editions or new media you might pursue later.

To prevent unclear or unfair royalty terms

Royalty language can feel like a maze, especially when “net receipts” and discounts aren’t transparent.

Define net receipts clearly, spell out separate rates for print and digital formats, and require explicit statements that show how discounts, returns, and costs affect royalties. A solid author-publisher contract template should lay out calculation methods in plain terms and provide a way to verify numbers. Also, demand regular royalty statements (at least quarterly) and allow an audit if anything looks off. For context, common ranges in 2025 include eBook royalties of roughly 25–30% of net receipts and print royalties around 8–12% of net receipts, with hardcover and paperback often following distinct percentages.

To watch for weak reversion and termination clauses

A key danger is reversion language that never actually triggers or that is vague about when rights come back.

Look for clear triggers such as failure to publish within a defined timeframe or long-term inactivity. A typical standard is that rights revert if the publisher does not publish within 24 months or if the book is out of print for an extended period. Without concrete thresholds, a title can stay tied to an inactive publisher for years, limiting your ability to license or self-publish later. Defining “active exploitation”—for example, regular print runs, ebooks, or audiobook production—helps ensure a genuine path to reversion when progress stalls.

Include a cure period and explicit notice requirements so you know when rights are about to revert. A straightforward clause might say: if rights have not been actively exploited for 12 consecutive months, you may trigger reversion with 60 days’ written notice. Consider also adding a clear process for reversion, including the timing of transfer and any conditions for removing your title from catalogs. With precise triggers and steps, you avoid getting stuck with an inert title in a contract that no longer serves you.

To strengthen representations, warranties, and indemnities

Representations, warranties, and indemnities should be fair and balanced rather than one-sided.

Authors typically warrant originality for the text they provide, and they may be asked to indemnify the publisher for claims arising from that content. Yet publishers also introduce materials, edits, and marketing claims that can trigger liability for misstatements or IP issues. A responsible contract distributes risk by making the author responsible for what they supply and the publisher responsible for what they edit or claim about the book. Look for indemnities that clearly tie liability to the party’s control and that require evidence of breach before a claim is paid.

To strengthen these terms, require a reasonable liability cap, carve-outs for fraud or willful misconduct, and mutual warranties for accuracy, title status, and rights ownership. Ensure that each party covers what it controls: the author for the manuscript and factual accuracy; the publisher for edits, production claims, and marketing statements. A balanced book contract template should spell out who pays for defense costs, how settlements work, and the right to audit and adjust terms if the deal changes. This approach makes the agreement fair and easier to enforce.

How Bonsai helps manage book contract templates

Bonsai turns a static book contract template into a living part of an author or publisher’s workflow. You can create consistent agreements, track each book deal from proposal to signature, and automate repetitive contract tasks—without losing the familiar structure of traditional author–publisher contracts. This section explains how to use Bonsai to set up reusable templates, manage deals in one place, and automate approvals and reminders that keep publishing moving.

To create reusable book contract templates

Start by setting up a master book publishing contract template in Bonsai. Include all standard clauses such as grant of rights, compensation, manuscript delivery, and warranties so you have a complete base you can reuse.

Once the structure is saved, you can quickly duplicate it for each new title. You’ll only update project-specific details like the book title, delivery dates, and royalty rates. For example, a romance novel might use a 12% royalty, while a non-fiction title could use 15%, and you can swap in the new title and dates while keeping the core clauses intact.

This approach creates consistency across all author contracts and saves time compared with recreating agreements from scratch. If you manage 20 titles a year, duplicating a template can cut drafting time from about 60 minutes per contract to 15–20 minutes, freeing up hours for editorial work.

To track and manage book contracts in one place

Bonsai stores, organizes, and gives access to every author contract template and signed agreement from a single dashboard. You can see the status of each contract at a glance—Drafted, Sent, Viewed, or Signed. You can attach all related documents—proposals, scopes of work, and invoices—to the same client or title. This setup keeps everything tied to one place and easy to manage.

Keep everything linked to one client or title so you never dig through email threads or folders again. For example, the dashboard can show all materials for a title like "Skybound" under the client "Avery Books, LLC," with the proposal, contract, signed copy, and invoices all connected. Real-time access makes collaboration smoother between authors, agents, and publishers. This centralized view also helps you audit deals faster for royalties and delivery commitments.

Having a clear, centralized record reduces miscommunication and helps you stay on schedule. You’ll quickly spot missing documents or overdue signatures, and you can filter by status, title, or client to see what needs attention today. By keeping all files in Bonsai, your team saves hours per title and avoids last-minute scrambling at manuscript deadlines.

To automate approvals, signatures, and reminders

Bonsai can automate the core contract tasks so you move from drafting to signed faster. Here’s how the automation works in practice:

  • Collect legally binding e-signatures on book contracts using compliant services integrated in Bonsai.
  • Send automated reminders to authors or publishers who haven’t signed yet, with configurable intervals (e.g., 3 days, 7 days, or 14 days).
  • Trigger follow-up actions—such as creating projects or invoices—once a contract is fully executed, so work starts on manuscript delivery or royalties immediately.

Automation reduces delays and helps you hit manuscript delivery dates and payment timelines. With these reminders and automatic handoffs, you can focus on editing, marketing plans, and author relationships instead of chasing paperwork.

Frequently asked questions
How do I customize this book contract template in Bonsai to reflect my publishing deal?
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In Bonsai, open the book contract template and edit key fields such as rights, territory, formats, delivery milestones, and payment terms. You can add your branding, tailor clauses to the deal, and see live previews as you update. All changes save automatically to your workspace.
Can I share or send the book contract template to collaborators or clients from within Bonsai?
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Yes. Bonsai lets you share the book contract template with teammates or clients via secure links or in-app invitations. Review comments, request edits, and approve changes without leaving the platform. You control access, track activity, and keep an auditable record of every revision.
What features does the book contract template offer to help me negotiate terms?
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The template provides standard clauses aligned with industry norms, with guided prompts to fill in rights, royalties, delivery, and termination. It highlights missing terms, allows side-by-side comparisons with your draft, and uses Bonsai automation to speed negotiations while keeping everything organized in one place.
How do I save and manage multiple versions of the book contract template in Bonsai?
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Bonsai automatically saves revisions within the template workspace. Use version history to name, compare, and restore earlier drafts. You can clone templates for new deals, pin active versions, and keep a clear trail of changes for auditing and reference. This helps maintain consistency across projects.
Why is it better to use a book contract template instead of drafting from scratch?
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Templates save time, reduce errors, and ensure legal compliance by covering all essential aspects of a publishing agreement, providing a reliable structure for negotiations.
Can a book contract template be used for different types of publishing agreements?
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Yes, book contract templates can be adapted for various publishing arrangements, including traditional, self-publishing, and digital formats, by tailoring clauses to fit specific needs.

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Book Contract Template

Book Publishing Contract

Template preview
First Name
Last Name
Acme LLC.
Client
First Name
Last Name
Corporation Corp.

This Contract is between Client (the "Client") and Acme LLC, a California limited liability company (the "Publisher").

The Contract is dated [the date both parties sign].

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring the Publisher to do the following: [SERVICE DESCRIPTION]

1.2 Schedule. The Publisher will begin work on [DATE] and will continue until the work is completed. This Contract can be ended by either Client or Publisher at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Payment. The Client will pay the Publisher a rate of [PROJECT RATE] per hour. Of this, the Client will pay the Publisher [DEPOSIT AMOUNT] before work begins.

1.4 Expenses. The Client will reimburse the Publisher's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Publisher will invoice the Client at [INVOICE FREQUENCY]. The Client agrees to pay the amount owed within [X] days of receiving the invoice. Payment after that date will incur a late fee of [LATE FEE PERCENTAGE]% per month on the outstanding amount.

1.6 Support. The Publisher will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.

2. OWNERSHIP AND LICENSES.

2.1 Client Owns All Work Product. As part of this job, the Publisher is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Publisher works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Publisher hereby gives the Client this work product once the Client pays for it in full. This means the Publisher is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.

2.2 Publisher's Use Of Work Product. Once the Publisher gives the work product to the Client, the Publisher does not have any rights to it, except those that the Client explicitly gives the Publisher here. The Client gives permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.

2.3 Publisher's Help Securing Ownership. In the future, the Client may need the Publisher's help to show that the Client owns the work product or to complete the transfer. The Publisher agrees to help with that. For example, the Publisher may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Publisher, the Publisher agrees that the Client can act on the Publisher's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Publisher after spending reasonable effort trying to do so, the Publisher hereby irrevocably designates and appoints the Client as the Publisher's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Publisher and on the Publisher's behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).

2.4 Publisher's IP That Is Not Work Product. During the course of this project, the Publisher might use intellectual property that the Publisher owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Publisher is not giving the Client this background IP. But, as part of the Contract, the Publisher is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Publisher cannot take back this grant, and this grant does not end when the Contract is over.

2.5 Publisher's Right To Use Client IP. The Publisher may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Publisher to build a website, the Publisher may have to use the Client’s logo. The Client agrees to let the Publisher use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Publisher's job. Beyond that, the Client is not giving the Publisher any intellectual property rights, unless specifically stated otherwise in this Contract.

3. COMPETITIVE ENGAGEMENTS.

The Publisher won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Publisher asks for permission beforehand and the Client agrees to it in writing. If the Publisher uses employees or subcontractors, the Publisher must make sure they follow the obligations in this paragraph, as well.

4. NON-SOLICITATION.

Until this Contract ends, the Publisher won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Publisher puts out a general ad and someone who happened to work for the Client responds. In that case, the Publisher may hire that candidate. The Publisher promises that it won’t do anything in this paragraph on behalf of itself or a third party.

5. REPRESENTATIONS.

5.1 Overview. This section contains important promises between the parties.

5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

5.3 Publisher Has Right To Give Client Work Product. The Publisher promises that it owns the work product, that the Publisher is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Publisher uses employees or subcontractors, the Publisher also promises that these employees and subcontractors have signed contracts with the Publisher giving the Publisher any rights that the employees or subcontractors have related to the Publisher's background IP and work product.

5.4 Publisher Will Comply With Laws. The Publisher promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

5.5 Work Product Does Not Infringe. The Publisher promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Publisher has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Publisher has entered into or will enter into with someone else.

5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Publisher if the Publisher has questions regarding this project, and to provide timely feedback and decisions.

5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Publisher with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.

6. TERM AND TERMINATION.

This Contract is ongoing until the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Publisher must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Publisher for the work done up until when the Contract ends and will reimburse the Publisher for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).

7. INDEPENDENT CONTRACTOR.

The Client is hiring the Publisher as an independent contractor. The following statements accurately reflect their relationship:

  • The Publisher will use its own equipment, tools, and material to do the work.
  • The Client will not control how the job is performed on a day-to-day basis. Rather, the Publisher is responsible for determining when, where, and how it will carry out the work.
  • The Client will not provide the Publisher with any training.
  • The Client and the Publisher do not have a partnership or employer-employee relationship.
  • The Publisher cannot enter into contracts, make promises, or act on behalf of the Client.
  • The Publisher is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
  • The Publisher is responsible for its own taxes.
  • The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Publisher or any of the Publisher's employees or subcontractors.

8. CONFIDENTIAL INFORMATION.

8.1 Overview. This Contract imposes special restrictions on how the Client and the Publisher must handle confidential information. These obligations are explained in this section.

8.2 The Client’s Confidential Information. While working for the Client, the Publisher may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Publisher promises to treat this information as if it is the Publisher's own confidential information. The Publisher may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Publisher use a customer list to send out a newsletter, the Publisher cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Publisher written permission to use the information for another purpose, the Publisher may use the information for that purpose, as well. When this Contract ends, the Publisher must give back or destroy all confidential information, and confirm that it has done so. The Publisher promises that it will not share confidential information with a third party, unless the Client gives the Publisher written permission first. The Publisher must continue to follow these obligations, even after the Contract ends. The Publisher's responsibilities only stop if the Publisher can show any of the following: (i) that the information was already public when the Publisher came across it; (ii) the information became public after the Publisher came across it, but not because of anything the Publisher did or didn’t do; (iii) the Publisher already knew the information when the Publisher came across it and the Publisher didn’t have any obligation to keep it secret; (iv) a third party provided the Publisher with the information without requiring that the Publisher keep it a secret; or (v) the Publisher created the information on its own, without using anything belonging to the Client.

8.3 Third-Party Confidential Information. It’s possible the Client and the Publisher each have access to confidential information that belongs to third parties. The Client and the Publisher each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Publisher is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

9. LIMITATION OF LIABILITY.

Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.

10. INDEMNITY.

10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Publisher or both. For example, if the Client gets sued for something that the Publisher did, then the Publisher may promise to come to the Client’s defense or to reimburse the Client for any losses.

10.2 Client Indemnity. In this Contract, the Publisher agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Publisher has done under this Contract; (ii) a breach by the Publisher of its obligations under this Contract; or (iii) a breach by the Publisher of the promises it is making in Section 5 (Representations).

10.3 Publisher Indemnity. In this Contract, the Client agrees to indemnify the Publisher (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.

11. GENERAL.

11.1 Assignment. This Contract applies only to the Client and the Publisher. The Publisher cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Publisher's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.

11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

11.3 Modification; Waiver. To change anything in this Contract, the Client and the Publisher must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

11.4 Notices.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

11.6 Signatures. The Client and the Publisher must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.

11.7 Governing Law. The laws of the state of California govern the rights and obligations of the Client and the Publisher under this Contract, without regard to conflict of law principles of that state.

11.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.

THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.

Publisher
First Name
Last Name
Acme LLC.
Client
First Name
Last Name
Corporation Corp.