Monday, April 09, 2007

Dancing the Linguistic Two-Step: Contract Language 101

Actually, I'm in relatively no position to post this topic as if I were teaching a course on it. After all, I've just received my first contract for a sale, and had to sort through it to figure out what it meant.

But that's exactly why I want to talk about it. Because the language of contracts is, necessarily, legalese (or some pidgin thereof), and how those words impact me and my rights and holdings with regard to my story matters, rather a great deal.

Here's the relevant paragraph out of the contract I just got:

1. The author hereby grants a non-exclusive license to include the Story as part of the Work, in any and all editions in English throughout the world. It is understood that all rights not granted under this contract are reserved for the Author’s sole use and disposition. The rights granted under this agreement apply only to use in the Work as a whole, and the Story may not be licensed by the Editor or Publisher to newspapers, magazines, other publishers, or other media apart from the Work; all such requests will be forwarded directly to the Author to negotiate separately.

So, some of this reads easily enough--these rights apply for all future editions of the book printed in English--in French, or Somali, say, they'd have to come back to me and renegotiate. Also, I retain all other rights, and they can't resell my story outside the context of this anthology; those requests must be passed along to me.

Okay, but that first line is a doozy. After checking on my suspicions, I was correct (which was a relief for the wordsmith inside): this is a contract for non-exclusive rights, i.e., I could sell this to another market at any time--now, even--and it won't matter a whit to this publisher. They are purchasing the right to print my story in this anthology, in any editions printed in English, throughout the world--and that's it. I can send it out tomorrow to someone else. They didn't even purchase "first print rights", so technically, even if it came out in another magazine first, they'd have no complaint.

Contract language can be exceedingly more complex than this--and most usually is, I suspect--but it suddenly struck me, since I'm going through it for the first time (even though I've seen other people's contracts), that the specifics of contracts can be quite confusing, particularly to a new author, and that if we have access to information or experience that has taught us important lessons in dealing with contracts and negotiations, it would be useful to blog about it here.

What about you? What contract linguistics have you encountered? What snares await the unsuspecting writerfolk? What pits should we avoid?


Kelly McCullough said...

Okay, first, I'm very happy with my Ace contracts. I have a fabulous agent and editor and we've been able to come to equitable agreement on pretty much everything thus far.

That said, the bits that I always have to watch most carefully are:

Royalty reporting--because the language is particularly convoluted.

And next-book rights--because I have a whole heap of books out there in more than one genre and I have to be careful not to accidentally tie them all to this current deal in a bad way. (a good way would be Ace buying the lot)

Anonymous said...

As a lawyer (non-lit), I have to congratulate you for doing what I always wish my clients would do - get past the fear and read all the words! Even more - breaking it down, getting past boilerplate, and parsing the important parts are very key, and what a lawyer would do for you (hopefully). Now you can send yourself a big bill, and call yourself back and refuse to pay it... Congrats.

Actually, there are some good books in the library and websites on lit contracts - worth a look as they cover the basics of the specialized language you'll encounter (and its traps). The 'scam' sites (sfwa) are good for what not to agree to.

The other key thing people don't do - keep a copy of everything, everything. (You'd be amazed.)


Kelly Swails said...

Oh, and it's a good idea to marry a lawyer. They come in handy, sometimes. For instance, I just signed a contract a few days ago selling electronic rights to Sony for my Pandora's Closet story, and Ken was more than happy to tell me what I sold when I signed.

Perhaps it's best not to say here what he charged me. :)