University of Manitoba Press
LETTER OF AGREEMENT
This is our agreement to publish your work, at
present called
. We are pleased to have it
on the publishing list of the University of Manitoba
Press.
This agreement specifies our responsibilities as
publisher of the work and yours as its author,
editor, compiler or translator. In this respect we
recognize a dual responsibility: to you, as the
creator of the work, and to the public to whom it is
addressed. We shall do our best to publish it to
your satisfaction and ours, and to make it available
to as many readers as possible.
We look forward to a continuing relationship with
you. We do not ask for a contractual option on
your future works, but we would like to know of
your plans and we hope you will want to offer
further manuscripts to us.
1 Grant of rights
You grant and assign to the Press, during the term
of copyright, the full and exclusive right to publish,
print, distribute and sell this work, or to cause it to
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be published, printed, distributed or sold,
throughout the world, in all languages and in all
forms, editions and formats. These rights extend
to all media or formats now or hereafter known,
including, without limitation, print, microform,
electronic, digital, optical, magnetic, email or
internet transmission, website posting or any type
of public display. Further, such rights extend to all
versions and editions of the work, including
original, condensed, translated, adapted, updated,
revised or abridged versions.
You also grant permission for us
excerpts and selections from the
media or format, not exceeding
without charge or royalty, for the
promoting sales of the work.
to reproduce
work, in any
1000 words,
purposes of
You further grant us such other rights as may
appear in this agreement, including the right to use
your name and likeness or photograph for the
purposes of promotion and advertising.
The following wording will be used for the copyright
notice: Copyright ©
.
2 Agreement to publish
We agree to publish the work at our own expense,
except as may be specifically provided elsewhere
in this agreement. We undertake to do so as soon
as practical after receipt of the final and complete
manuscript and its formal approval (if this has not
yet been given) by our Editorial Board (a
committee of faculty members appointed by the
University of Manitoba) or its delegates.
We shall publish your work in the form we think
most suitable and shall promote and sell it to the
best of our ability in such manner (including price,
title, date of publication, discounts, type of
advertising, and number and distribution of free
copies) as we think best meets the requirements
of the market and potential readers. In so doing we
undertake to consult with you.
3 Warranties, undertakings and indemnities
You warrant that you are the sole owner of all the
rights granted by you in the work, and have the full
power to make this agreement and have not
previously assigned, licensed or otherwise granted
these rights.
You undertake that the work:
A / is original to you, except for any copyrighted
material of others incorporated in the work,
and has not previously been published in any
form;
B / does not infringe the copyright or other
proprietary right of any other person;
C / contains no libelous, defamatory or other
unlawful matter;
D / makes no improper invasion of the privacy or
other personal rights of anyone.
You also undertake that:
E / all statements in the work purporting to be facts
are true and any formula, instruction or recipe
therein is correct and will not be injurious to
the reader;
F / you will advise us of any statements in the work
that might be construed as libelous,
defamatory or otherwise unlawful;
G / you will advise us of any material, either text or
illustration, the rights for which are controlled
by others. Where necessary you will obtain,
prior to publication and at your expense,
permission in writing from the owner of
copyright in that material for its publication in
the work by us in the contemplated edition and
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in all subsequent editions. Alternatively, you
will reimburse us promptly for any fees paid by
us for use of such copyright material.
In the unlikely event of any claim, action or
proceeding based upon an alleged violation of any
of these warranties, we shall have the right to
defend the same through counsel of our own
choosing. We shall notify you promptly and consult
with you on the course of action, although all final
determinations respecting the course of action
(including settlement) are ours. You agree to pay
all costs and damages (including solicitor and
client costs) that, as a result of any such claim,
action or proceeding, may be sustained by us or by
any seller of the work or licensee of a subsidiary
right in the work. We may, pending a settlement,
withhold payments of reasonable amounts due to
you under this or any other agreement between us.
Your indemnity will not apply to any matter not
contained in your original manuscript, or to any
revisions to it which you have not personally written
or approved.
These warranties and indemnities shall survive the
termination of this agreement.
4 Copyright
We agree to take all necessary steps to ensure
copyright protection for the work, and to print a
copyright notice in each copy of the work which we
publish as required to obtain protection under the
Universal Copyright Convention. We may also
provide copyright protection for forms of
publication other than print, including computerreadable forms. If we sell rights of licences as
provided under this agreement, we shall require
the purchaser to make this same undertaking in
writing, so that your rights will be fully protected.
If any right covered by this agreement is infringed,
the first of us to learn of the infringement will
inform the other. You will have the right to join us
in bringing suit, and will then share equally in the
expenses of the action and in any sums recovered
from it. We shall not be required to bring suit,
however, nor shall you. If either of us declines to
participate in a suit the other may proceed, bearing
all expenses and retaining all sums recovered.
5 The manuscript
You agree to provide us with one copy of the
finished manuscript, satisfactory in form and
content to us and to our Editorial Board. It is
possible that we or the Editorial Board may require
substantive revision of the manuscript (for
example, to meet recognized scholarly criteria, or
to avoid including material that infringes rights or
may be libelous or otherwise unlawful). Should you
be unwilling or fail to make any such revisions, we
shall have the right to terminate this agreement by
notice in writing.
FORM: The finished manuscript will be typed,
double spaced throughout (including extracts,
tables, notes, bibliography and other matter), on
standard-sized paper of good quality, with ample
margins, and easily legible. Notes will be typed at
the end of the manuscript separately. We are not
liable for the loss or damage to any draft or to the
finished manuscript, and therefore we recommend
that you retain a duplicate copy of such materials.
ILLUSTRATIONS: Photographs, maps, charts,
drawings and other illustrative material should be
in a form suitable for reproduction, prepared
according to specifications on which we have
agreed.
If you cannot or are unable to provide the maps we
have agreed to include in your book, we will
commission these maps to be prepared and
charge the costs incurred against your future
royalties.
REVISION: If in our opinion the finished
manuscript needs to be revised or retyped, or
illustrations redrawn or otherwise adapted, you will
have the option of revising the material or
commissioning us to have it revised. If the second
course is followed, unless agreement is reached to
the contrary any costs incurred in the revision will
be charged against your future royalties.
DESCRIPTION: The manuscript as submitted to
us will consist of approximately
text pages.
In any revision which may be undertaken before
the work goes into production, you agree not to
add to the length of the manuscript or the number
of illustrations without our agreement.
6 Delivery
You
agree
to
deliver
the
manuscript,
complete for editing by
. You also agree to
provide then written evidence of any permission
required to include text or illustrations, the
copyrights of which are controlled by others.
7 Optional forms of manuscript preparation
You agree to provide, within two months of receipt
from us of the final copy-edited manuscript, the
final text of the work in machine-readable form,
compatible with our systems and prepared to
specifications determined in agreement with our
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technical staff. It is understood that this final form
will incorporate any editorial revisions that we may
suggest and that you have approved, together with
any changes in the work required for conformity to
our preferred style in spelling, capitalization,
punctuation and similar matters. You undertake
further that you will not make any changes in the
text of this final form which we have not previously
approved. You will also provide a double-spaced
printout of this final form so that we may indicate
on it typographic instructions to the typesetter.
We recommend that you retain a backup copy, on
disc or tape, of the final machine-readable form in
case of loss or damage to the copy sent to us.
Following receipt of the work in machine-readable
form, the provisions for proofreading, changes in
proof and preparation of the index set out below
pertain.
8 Damage and insurance
We agree to take the same care of any
manuscript, illustration, or other material that you
place in our hands as we would of our own
property. You must retain a duplicate copy of the
manuscript for your own protection. We shall
recognize responsibility only for the cost of retyping
a manuscript or replacing photographic prints.
Unless you specifically request their return, we
may, after publication of the work, dispose of the
original manuscript and proofs.
9 Editing
We reserve the right to make such editorial
revisions as in our opinion may be necessary to
make the work suitable for publication. These may
include revisions for the sake of consistency of
style, correction of grammar or spelling, or greater
readability.
STYLE: Unless we agree to a specific request
from you as to spelling, capitalization, punctuation
and typographic style, and unless your manuscript
consistently follows that preference in style, we are
authorized to make the manuscript conform to the
style in these matters that we feel is most
appropriate. (We normally follow the principles of
The Chicago Manual of Style and the preferred
spelling of The Gage Canadian Dictionary.)
CONTENT: We undertake that no changes
affecting content will be made without your express
approval, provided that you will not unreasonably
withhold approval of changes made to avoid the
possibility of infringing copyrights or violating laws
relating to libel, obscenity, invasion of privacy or
other applicable law. You will be shown the copyedited manuscript before typesetting begins, and
undertake to make any changes then rather than
later. If you do not return the copy-edited
manuscript within an agreed or reasonable time,
we shall have the right to cancel this agreement by
notice in writing and charge you for costs incurred
to that point. Should you wish to undertake what
we consider substantial revision of the manuscript
at this point, you will be responsible for retyping
and proofreading the revised manuscript and for
any costs incurred in re-editing a substantially
revised manuscript. It is understood that in
returning the copy-edited manuscript you approve
it for setting except for any suggested changes in
content which you may specifically reject.
10 Proofs
We agree to submit galley or page proofs to you,
and shall do our best to provide them according to
a schedule determined in advance and agreeable
to you. You will be responsible for full and careful
proofreading. You agree to return the proofs as
scheduled, with typographical errors clearly
marked. We undertake to send the proofs to you
by the speediest and safest manner that is
economically practical, and will pay for their return
by the same means. If you do not return corrected
proofs within thirty days after we have sent them to
you, or within an alternative agreed schedule, we
shall be free to proceed with the manufacture and
publication of the work without waiting for you to
return them, making only such corrections as we
consider necessary. If because of delay on your
part we decide that the proofs must be read and
corrected by someone else, the expense incurred
will be charged directly to you or to your royalties.
11 Alterations in proof
No changes or additions will be made in proof
except to correct errors made by the typesetter or
by mutual agreement of both parties. We
recognize that it may sometimes be necessary to
make further changes at this point, and will pay the
first $100 of costs of any such changes requested
by you and agreed to by us. If you request, and we
agree to, further changes that vary from the edited
manuscript (which you will have approved before
typesetting begins) the cost of making them will be
borne by you, and may be charged directly to you
or to your royalties.
12 Index
If we feel that an index is required, you agree to
prepare one and to deliver the copy for it when
returning page proofs for correction. The index will
be provided electronically on disk.
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If we feel that an index is required but you choose
not to prepare the index yourself, we shall be free
to have an index prepared at your expense; any
such expenses will be charged against your future
royalty payments.
13 Complimentary copies
On publication, we shall supply you with
complimentary copies of your work in the regular
hardcover edition and
copies of any
paperback
edition,
whether
published
simultaneously or subsequently. (If the book is
published only in paperback, we shall send you
copies of that edition.) These copies are for
your personal use.
In addition, we shall send complimentary copies to
individuals who, in our judgement, will aid the sale
of the work. We shall supply the statutory number
of copies to the National Library, Ottawa. We shall
also provide the requisite complimentary copies to
any institution or organization providing financial
assistance towards publication of the work.
You may purchase additional copies of the work at
a 40 percent discount from our suggested retail
price, plus postage or shipping charges. As a
courtesy, we are pleased to offer you all other
books published by the University of Manitoba
Press at the same 40 percent discount from the
suggested retail price, plus postage or shipping
charges. Books purchased at these special
discounts are for your own use only, however, and
not for resale to students or others. Such orders
must be addressed to the marketing manager at
our offices with a specific request for an author's
40 percent discount; otherwise they are likely to be
processed with regular orders and billed at the
normal price.
14 Basic royalties
In return for the rights you have granted us, we
agree to pay you or your duly authorized
representative the following royalties on copies of
the work we sell, subject to the provisions of
succeeding paragraphs of this agreement.
Unless it is otherwise specifically stipulated, all
royalties will be calculated as percentages of the
list price:
A / On all hardcover copies sold (except for the
special cases listed below):
percent of
list price;
B / On all paperback copies sold (except for the
special cases listed below):
percent of
list price;
C / On bound copies or unbound sheet stock sold
by us to another publisher or a book club at a
discount of 50 percent or more from the
suggested retail price: 5 percent of net
proceeds;
D / On overstock or other copies sold by us at a
special discount of 51 percent or more from
the suggested retail price: one-half the normal
royalty, except that no royalties will be paid on
copies sold at or below manufacturing cost.
E / On all electronic copies sold (including those
distributed on disk, memory card, CD, DVD, by
email, internet, or other similar media):
percent of net price; and
F / On all print-on-demand copies sold:
percent of net proceeds.
Both regular sales and sales at special discounts
will be counted in the totals in calculating royalties.
15 Royalty-free copies
We shall distribute free copies of the work for
review and promotional purposes as well as for
statutory deposit in national libraries and in
acknowledgement of any financial assistance to
publication. No royalties will be paid on such
copies, or on any furnished to you without charge,
or on copies accidentally damaged or destroyed,
or on copies returned by buyers to us, or on copies
sold at or below manufacturing cost.
16 Royalties from sale or licence of rights
In exercising the rights in the work you have
granted to us by virtue of Clause 1, we shall have
the full and exclusive right to sell or license
publication of the work, in whole or in part, by
others. We shall also have the exclusive right to
grant permission to use material in the work. In
exercising these rights we shall keep your interests
and concerns in mind, and as appropriate may
consult with you. On occasion we may publish, or
permit others to publish, excerpts from the work
without charge, if in our opinion this will encourage
sales. If rights are licensed or permission granted
for a fee or royalty, we shall pay you a percentage
of the net proceeds as set out below. (The ‘net
proceeds’ on which payment will be calculated are
the total cash we receive less all reasonable
expenses we may incur in pursuit of, or in
connection with, the sale or licence, including any
commissions payable to an agent.
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A / If the sale or licence concerns the right to
publish (that is, to reproduce and distribute)
the work or any portion of it, which may be by
agreement with another publisher or a book
club which chooses to buy rights rather than
bound volumes or unbound sheets, or by
agreement with another person or firm which
wishes to use the full text or excerpts in a
periodical, newspaper, book, compilation,
anthology or omnibus volume:
per cent
of net proceeds.
B / If the sale or licence concerns the right to
publish the work in translation:
per cent
of net proceeds. Further, if you request it in
writing, we shall stipulate that the translation
be approved by you, on the understanding that
you will not withhold or delay your approval
unreasonably.
C / If the sale or licence concerns the right to
perform the work, or to adapt it for dramatic,
motion picture, sound recording, radio or
television performance, or for performance in
any other media now or hereafter known, or for
publication in an audiovisual form:
per
cent of net proceeds.
D / If the sale or licence concerns any other form
of derivative publication or use of the work,
including
abridgment,
condensation,
syndication,
photocopying,
micrographic
reproduction, Braille transcriptions, electronic
storage, transfer and retrieval, and public
display: 50 percent of net proceeds.
We shall have the right to license any or all of
these rights.
17 Royalty statements and payments
We shall provide you with annual statements of
royalties earned during each year the work
remains in print. Our royalty year ends on 31
March, and we shall mail the statement to you by
the next 31 August. At that time we shall make all
payments due to you from sale of copies, rights or
licences as of the end of the royalty year just
ended. Payment will be in Canadian funds, and
sales in US funds will be considered at par with
sales in Canadian funds.
Our books of account (in so far as they relate to
the sales and subsidiary rights of the work) shall,
upon your request and upon reasonable written
notice, be open for periodic inspection at our office
(not exceeding once per annum) by a
professionally qualified accountant on your behalf
at all reasonable times during business hours for
the purpose of verifying the accuracy of our
payments to you under this agreement.
18 Revised editions
If you and we agree that a revised edition is
needed, you will supply us with the new material
required to keep the work current and to meet the
needs of its principal readership. Such new
material will be covered by all provisions of this
agreement as if it were the same work. If,
however, the revision (including abridgement or
expansion) requires new composition amounting to
20 percent or more of the original work, the
revision will be considered a new work and this
agreement will be automatically renewed on the
same terms as for the original edition.
If we cannot agree as to the need for a revised
edition or if for any reason you cannot or choose
not to prepare such a revision, or to complete it
within a reasonable time, we shall be free to have
it prepared by some other competent person and
to clear any necessary permissions, charging such
editorial costs of revision against royalties you earn
from sales of the revised edition, either by a flat
fee or by a division of royalties. The work of that
person will be recognized in the revised edition.
You will be given an opportunity to review all
revisions and new materials before publication.
19 Competing works
You agree that you will not, without our written
consent, write, edit or collaborate in any abridged
or other edition of this work or any work of a similar
character which might interfere with the sale of the
work covered by this agreement. We in turn
undertake that such consent will not be withheld
unreasonably.
20 Subsidization
This agreement may be based on an
understanding that financial subsidy will be
available to support publication of the work. If this
is the case, details are listed immediately below.
21 Special sales
Should sales of the work decline to a point where
we wish to dispose of all remaining copies by
offering them for sale at a discount of 75 percent
or more from the current suggested retail price, we
shall notify you promptly. You will have the right to
purchase within sixty days of notification any such
remaining copies at a discount of 75 percent from
the current suggested retail price.
22 Out of print
If, three years or longer after first publication, we
decide that sales do not warrant continued
publication of the work, we may declare it out of
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print and will so advise you in writing to your last
known address. At that time, you may terminate
this agreement and require us, in writing, to return
to you all rights granted to us under this
agreement, with the exceptions noted below. You
may also so terminate the agreement if we fail to
keep the work in print and if we do not, within three
months of receiving a written request from you,
undertake to issue a new printing within a further
nine months or to license a new printing to appear
in that time. (The work will be considered “in print”
as long as copies are available from us or our
licensee for sale through normal retail and
wholesale channels in a hardback, paperback, or
electronic version.)
On termination of this agreement, all rights to the
work will revert to you, except that we shall have
the right to sell any bound copies or sheets
remaining in our hands. Also, any licences
previously granted by us will continue in effect and
royalties from them will continue to be collected by
us and shared with you in accordance with the
terms of this agreement.
You will have the right, within 60 days of
termination of this agreement, to purchase at onethird of the actual cost (including composition) any
existing type, negatives or plates for the work, and
to purchase at manufacturing cost any bound
copies and/or unbound sheets remaining in our
hands. If you do not exercise this option within 60
days, we shall have the right to destroy or dispose
of any such type, negatives, plates, bound copies
or unbound sheets in any way we see fit without
payment of royalty.
23 Notices
All notices and statements provided for in this
agreement shall be in writing. All notices given or
made by us to you shall be sent by personal
delivery, registered mail, facsimile transmission, or
by prepaid courier, to the address at the head of
this letter; statements and payments may be sent
by regular first-class mail, postage prepaid. All
notices from you to us shall be given by personal
delivery, registered mail, facsimile transmission, or
by prepaid courier, to the Director, University of
Manitoba Press, University of Manitoba, 301 St.
John’s College ,Winnipeg, Canada R3T 2M5.
Either you or we may hereafter, by notice in
writing, designate other addresses to which
notices, statements and payments may be sent.
Mailed notices shall be deemed to have been
effectively given five days after the date of their
deposit in a regular operating mail depository,
properly addressed and with postage prepaid.
24 Governing law
This agreement shall be governed by the laws of
Canada and the Province of Manitoba, in Canada,
as applied to transactions taking place entirely
within Manitoba between Manitoba residents. Any
action taken relating to this agreement shall be
commenced in the Court of Queen's Bench
(Winnipeg Centre) of Manitoba.
25 Heirs and assigns
This agreement shall be binding upon you and
your legal representatives, executors, heirs and
assigns, and upon us and our successors and
assigns.
It is agreed between us that no transfer of this
agreement will be binding upon either of us without
the advance written consent of the other.
26 Completion
This agreement shall be deemed completed only
when two copies (or more if required by the nature
of the agreement) have been duly completed by
you and by us, and we have received one
completed copy at our editorial or administrative
offices.
We will accept delivery of this signed agreement
by facsimile or electronic transmission.
This agreement has been signed on behalf of the
University of Manitoba by an authorized signing
officer. If the agreement is satisfactory to you,
please sign all copies and return one to us.
For the University of Manitoba
Date
Accepted and agreed to:
Date
Date
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Agreement - Nov 2013.doc
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