Roast Me: The Mango Media Publishing Contract
With everything going on with the Shadow Light Press contract (https://www.reddit.com/r/ProgressionFantasy/comments/1poe338/psa_shadow_light_press_contract/) I figured I'd post the Mango Media contract in public, so people can get a chance to compare and contrast.
First and foremost: I'm Selkie, I own the supermajority of Mango Media. Send all roasts and issues my way!
I'll mark a few comments of mine along the way, to explain what I believe the intent of the contract and phrasing is.
**PUBLISHING AGREEMENT**
This PUBLISHING AGREEMENT (the “Agreement”) is made ____DATE______ between Mango Media LLC (the “Publisher”), and __________________________ (“Author”) whose name and signature appear at the bottom of this agreement.
WHEREAS the Publisher and the Author wish respectively to publish and to have published the Author’s work (“Work”). The Work shall mean the entirety of the web serial titled ______________________ (Web Serial).
THEREFORE, they mutually agree as follows:
1. **License of Rights.** a. The Author hereby grants to the Publisher, during the Term of this Agreement, the exclusive worldwide rights to print, publish, reproduce, distribute, transmit, sell, and otherwise make available (collectively defined as “Publish”) the Work in print, audio, and eBook formats, in the English language
**Selkie Note: We're taking EXACTLY the rights we're going to us. Print, ebook, audio, in English only. We poke authors when we get a German translation offer, then sign addendums for extras. Some authors have taken advantage of the fact that they retain their rights, and have done things like gotten a webcomic made! No involvement from us, because we don't have the webcomic rights!**
i. The Parties acknowledge that Author has already written the Work. The Work is currently available on the internet as a web serial. The Work shall only consist of the collection of chapters that are available on the internet as a web serial, put together as a novel and made available either as an eBook or print and certain derivative works of the Work.
**Selkie Note: We're focused on web serials, so this is sort of an 'anti right of first publishing', since so many traditional publishers are focused on it. It recognizes that the web serials is being actively written**
ii. The Parties agree that this Publishing Agreement includes the right for the Publisher to publish all other works included in Web Serial and this specifically includes posts/chapters/books that have already been written and includes posts/chapters/books that have yet to be written.
iii. The Author retains all rights associated with the web serial and all derivative works of the Work, except those specifically listed in this Agreement. The Publisher is not entitled to any royalties, money or distributions realized from the Work outside of the rights explicitly granted to it by the Author in this Agreement.
**Selkie Note: A continuation of 1A. Authors retain rights we're not actively using!**
b. As used in this Agreement, eBook means the verbatim text of the Work in complete, form by any means of distribution or transmission, whether not or hereafter known or developed, intended to make the text and any illustrations or photographs contained in the Work available in visual form for reading.
The Publisher has the exclusive right to make audiobooks of the Work.
Publisher cannot make audiobooks of the Work.
**Selkie Note: This is flagged as a toggle in the template. We're willing to not take audio, and let authors find their own deal with it. People occasionally take us up on it.**
c. The Author grants to the Publisher all rights to have Amazon, Inc. or its agents print and publish the Work on demand. d. Should the Publisher have the audio rights to the Work, the Author grants to the Publisher the right to sub-license the Audiobook to Publisher’s partners.
**Selkie Note: We partner with Royal Guard on audio, because we believe they're the best people to do audio. TECHNICALLY, an author could decide to not give us audio, then go direct with RG on the audio. They'd get an extra 5% for doing all the work**
2. Author’s Warranties a. The Author represents and warrants that:
i. The Author is the sole creator of the Work and has full power to enter into this Agreement; ii. The Work as submitted is without matter that is libelous, injurious, or otherwise actionable, or that would infringe any copyright or other proprietary right or right of privacy; iii. The Work as submitted does not contain anything that is unlawful or deceptive. iv. Any information contained in the Work is accurate, and any recipe, formula, or instruction contained in the Work is not injurious to the reader or to any other party. v. No right in the Work being assigned to Publisher has in any way been sold, mortgaged, or otherwise disposed of.
vi. The Work is free from all liens and claims. vii. The Work has not been registered with the Copyright Office of the United States in any form except as heretofore communicated to the Publisher in writing.
**Selkie Note: Mostly legal disclaimers that the author is the author, and isn't handing us something legally problematic. Thank goodness this is a fiction space, the non-fiction space is a minefield.**
b. The Author agrees to indemnify and hold the Publisher harmless from any claim, suit, proceeding, or prosecution (including the reasonable costs of defense and any resulting liability, loss, expense, or damage), asserted or instituted by reason of the publication or sale of the Work or the exercise of any rights granted the Publisher under the terms of this Agreement and arising from the breach of the warranties set forth above.
c. The Author shall have the right to continue prepare and publish web serials of similar content and characters.
**Selkie Note: AKA you can write your own stuff, we don't own/control anything**
d. If there are multiple Authors who are parties to this Agreement, the obligations of each shall be joint and severable and the rights and benefits shall be equal unless expressly provided otherwise in this Agreement, but the Publisher reserves the right to exercise any and all of its remedies against only an Author who fails to perform the obligations provided herein.
**Selkie Note: Please don't have multiple authors on a story**
e. Author’s warranties and indemnities extend only to the manuscript and any other illustrations, photographs, or similar materials supplied by the Author.
3. Publisher’s Warranty a. The Publisher represents and warrants that:
i. Publisher has the full right and ability to enter into this Agreement; ii. Publisher complies with all applicable laws in all jurisdictions in which it does business; and iii. Publisher’s publication of the Work will be innocent and without matter that is libelous, injurious, or otherwise actionable, or that would infringe any copyright or other proprietary right or right of privacy; iv. No marketing materials produced by it, or other material provided by it in connection with the Work infringes any intellectual property right, is defamatory or otherwise violates any other right of any kind of any person or entity or contain anything that is unlawful or deceptive.
**Selkie Note: We're following the law!**
b. The Publisher agrees to indemnify and hold the Author harmless from any claim, suit, proceeding, or prosecution (including the reasonable costs of defense and any resulting liability, loss, expense, or damage), asserted or instituted by reason of the publication or sale of the Work or the exercise of any rights granted to the Publisher under the terms of this Agreement and arising from the breach of the warranties set forth above.
c. Publisher warranties and indemnities hereunder extend (i) to illustrations, photographs, or similar materials not supplied by Author that may be added by Publisher to the Work, or (ii) to such materials or text not supplied by the Author and dissimilar in substance from the content of the Work that may be added by Publisher to the Work or used by the Publisher in connection with any advertising or marketing of the Work.
4. Copyright. Publisher shall register the Work, if not previously registered as a published work, identifying Author as the claimant (the copyright owner), as well as the author of the Work, within 90 days of initial publication of the Work, and Author will be provided with a true and complete copy of the registration certificate when received by Publisher. Publisher will, and will cause each of its sublicensees to, place a copyright notice in Author’s name in each and every copy of the published Work, as follows: [Author Name] © [Year of Publication] Produced by Mango Media LLC.
**Selkie Note: The year of publication date shifts as the books get published over the years. We actually file copyright! ... when the copyright office isn't shutdown along with the rest of the government. An actual problem we've run into!**
5. Delivery of Manuscript a. The Author agrees to deliver the complete manuscript of over 60,000 words, together with camera-ready copy for all photographs, illustrations, maps, charts, drawings, or other visual products (except index) to be included in the Work. Production on the Work can only begin once a manuscript is delivered. Illustrations, maps, charts, drawings or other material not delivered before or with the delivery of the manuscript may not be considered for inclusion in the Work. All photographs, illustrations, maps, charts, drawings or other visual products of the Work will be provided for, but not limited to, use, reference, marketing, and adaptation purposes. If Author fails to deliver the manuscript on or before the above-prescribed date, the time for Publisher to publish the Work may be correspondingly extended.
**Selkie note: This is a term that carried over from the traditional publishing lawyer I used. Basically, don't submit us 500 word manuscripts, claim the manuscript is delivered, then ride off into the sunset with an advance. Also, late delivery = late publishing, because we can't publish until we've got the manuscript!**
b. The Publisher reserves the right to refuse any submitted material for any reason at any time at its sole discretion. In no event will the Publisher be obligated to publish a work, which in its opinion violates the common law or statutory copyright, or the right of privacy of any person, or contains libelous or obscene material. If Publisher refuses to publish the Work, this Agreement shall be deemed terminated, and all rights provided under this Agreement shall be retained by the Author.
**Selkie Note: This is entirely favorable to us, the publisher, and it's purely defensive. If we get something and realize 'oh shit, we goofed', like if a book takes a sudden ELLC turn, we're contractually protected. At that point, we'd probably release the author and the story, but that's a later clause.**
6. Form of Manuscript. a. The Author agrees to present one electronic file of the latest version of the Work, with one set of illustrations, maps, etc., suitable for reproduction.
b. If permission from others is required for publication of any material contained in the Work, including any visual material, or for the exercise of any other right conferred by this Agreement (including the right to promote the Work), the Author and the Publisher will work together to obtain such permissions.
7. Advance and Cost of Production a. Publisher shall pay Author, as an advance against all sums payable by Publisher to Author under this Agreement, the sum of $00.00, payable upon signing of this Agreement/on delivery of the/acceptance of a satisfactory manuscript.
**Selkie Note: Advances are a nightmare on the accounting. The clause exists when particularly wily authors manage to negotiate one from us. Just fill in the blank!**
b. Publisher will then bear all costs to adapt the Work into an eBook and print format. Publisher will provide the labor, production, distribution, editing and marketing to use its best efforts to obtain the highest amount of revenues from the sale of the Work. The Publisher shall provide copyediting services, and the Author shall cooperate in making any required corrections, approving the copyedited Work, and reading, correcting, and returning promptly all galley proofs and dummies. The Author shall have final approval of the Work, such approval shall not be unreasonably withheld.
**Selkie Note: PUBLISHER. PAYS. ALL. COSTS. This is NOT negotiable in a publishing contract. There is no 'recoup' section. Publisher pays all costs.**
8. Style of Publication and Cost.
a. The Publisher will design the Work’s interior layout and cover in consultation with the Author. The Author, however, will retain final discretion over the style and formatting of the Work, including its interior layout and cover design. Author can choose to reject the artwork cover supplied by the Publisher.
b. If Author wishes that a specific artwork be used for cover that is different than the one supplied by the Publisher, Author is responsible for obtaining and paying for all relevant artwork licenses.