This Agreement is made between Timothy W. Just (hereinafter called the "Editor"), whose address is 37165 Willow Lane, Gurnee, Illinois 60031, and the United States Chess Federation (hereinafter called the "Publisher"), whose address is 3054 US Route 9W, New Windsor, NY 12553. The Editor and the Publisher are referred to as the Parties herein.
In consideration of the mutual covenants contained in this Agreement, the Parties agree as follows:
1. DEFINITIONS
This Agreement concerns the creation and publication of a textual work referred to herein as the "Work, When published, the Work is referred to herein as the "Publication." The act of initial publication is referred to herein as "publication of the Work."
|
|
The Editor hereby grants and assigns to the Publisher the exclusive rights to publish the Work in any language (e.g., English. Spanish), format (e.g., Braille, looseleaf) or media (e.g., print, electronic), for distribution any place in the world. The title of the Work as of the date of execution of this Agreement is U.S. Chess Federation's Official Rules of Chess, 5th Edition." The title of the Work may be changed only by written consent of the Parties.
3. REPRESENTATIONS AND WARRANTIES
i. The Publisher shall obtain permission to publish the laws of chess adopted by the international chess body FIDE and in effect at the time of publication of the Work. The Publisher shall obtain permission to use the title "U.S. Chess Federation's Official Rules of Chess" and the text of any and all previous editions of the Work from the previous publisher(s). Notwithstanding anything else in this Agreement, the Editor does not warrant that the Work does not violate any copyright of FIDE or of any publisher of a previous edition of the Work, nor does the Editor hold the Publisher harmless regarding any claims by FIDE or by any publisher of any previous edition of the Work, nor does the Editor indemnify the Publisher regarding any claims by FIDE or by any publisher of any previous edition of the Work.
ii. Other than the matters discussed in section 3.i above, the Editor represents that, to the best of his knowledge, the Work does not contain any libelous matter and does not violate the civil rights of any person or persons, does not infringe any existing copyright, and has not heretofore been published in book form. The Editor shall hold harmless and indemnify the Publisher from any recovery finally sustained by reason of any violation of copyright or of any other property right or personal right; provided, however, that the Publisher shall with all reasonable promptness notify the Editor of any claim or suit that may involve the warranties of the Editor hereunder, and that the Editor shall cooperate fully in the defense thereof The warranties contained in this Article do not extend to any materials in the Work not furnished by the Editor.
4. DELIVERY
The Editor agrees to deliver to the Publisher a complete hardcopy text of the Work and a complete electronic text of the Work, the electronic text in a format to be determined by the Publisher (the hardcopy text and the electronic text collectively referred to herein as the Manuscript). If the Editor does not deliver the Manuscript to the Publisher by the date in section 8.xii below, the Publisher may, at its option, terminate this Agreement on ninety days' written notice to the Editor, unless the Parties agree otherwise in writing.
5. PUBLICATION
The Publisher agrees to publish the Work in book form at its own expense at a catalogue retail price of not less than $12.00 per copy not later than twelve months after the date on which Editor delivers the Manuscript to the Publisher. In the event of delay from causes beyond the control of the Publisher, the publication date may be postponed accordingly, but in no case to exceed eighteen months after the date on which the Editor delivers the Manuscript to the Publisher.
6. COPYRIGHT
The Editor, upon the publication of the Work, agrees to register the Work with the United States Copyright Office. The parties recognize that the Editor is an independent contractor and that the Work is not a work made for hire under the copyright laws of the United States.
7. EDITING AND PROOFREADING
The Publisher shall make no changes in, additions to, or eliminations from the Manuscript without the consent of the Editor. In order to obtain such consent, the Publisher shall submit the Manuscript to the Editor with all proposed changes prominently noted (a "Proof"). The Editor shall return the Proof to the Publisher with his response to each proposed change noted within thirty days of his receipt of the Proof. Costs of changes between submission of the Manuscript and publication of the Work shall be borne as follows: (1) The cost of each change to correct typesetting errors shall be borne by the Publisher, (2) the cost of normal copyediting shall be borne by the Publisher, (3) the cost of each change to correct errors introduced during the copyediting and proofing processes shall be borne by the Publisher, (4) the cost each change proposed by the Publisher other than categories (1), (2), and (3) above shall be borne by the Publisher, whether or not agreed to by the Editor; (5) the cost of each change proposed by the Editor other than categories (1), (2), and (3) above shall be borne by the Editor. The cost of changes required by the Editor in excess of fifteen percent (15%) of the original cost of composition shall be charged against the earnings of the Editor under this agreement or shall, at the option of the Publisher, be paid by the Editor in cash, provided, however, that the Publisher furnish to the Editor an itemized statement of such expenses, and shall send corrected Proof for inspection by the Editor.
8. DETAIL ISSUES RELATING TO THE WORK i. Upon the sole decision of the Publisher, the Work shall be prepared in "looseleaf" format.
ii. Upon the sole decision of the Publisher, the Work shall be made available in electronic format (e.g., disk, CD, web-based).
iii. The Editor shall determine the name(s) of the editor(s) to appear on the cover of the Publication and on any and all title pages of the Publication, and shall inform the Publisher of any and all such names at the time of delivery of the Manuscript from the Editor to the Publisher. If the Editor determines to have more than one name so listed, the Editor shall determine the order in which the names will be so listed. Any and all such names shall be prominently displayed on the cover and on each title page of the Publication. The Editor shall have approval authority over the appearance of the name(s) of the editor(s) appearing on the cover of the Publication and on any and all title pages of the Publication.
iv. The Publisher shall provide reasonable technical assistance in setting up e-mail groups and in setting up web-based access to draft versions of the Work to facilitate the receiving of comments during the development of the Work.
v. The Publisher shall reimburse the Editor for all postage and basic stationery supplies used by the Editor for the development of the Work. The Editor shall submit reasonable proof of such expenses incurred in accordance with the standard reimbursement procedures of the Publisher. A copy of these standard reimbursement procedures is attached to this Agreement as Attachment A.
vi. The Publisher shall provide an electronic copy of the U.S. Chess Federation's Official Rules of Chess, 4th edition, to the Editor.
vii. The Editor shall have final approval of any and all co-editors used in the creation of the Work.
Page 2 of 5
viii. The Editor shall have final approval of any and all volunteers used in the creation of the Work.
ix The Editor shall resolve any and all disagreements amongst the Editor, any co-editors, and any volunteers used in the creation of the Work.
x The Editor shall be the sole point of contact with the Publisher for the Editor and any co-editors or volunteers used in the creation of the Work.
xi The Editor shall retain an original and a copy of all editorial work that will be submitted for publishing, in both hard copy and electronic formats.
xii The schedule for the development of the Work shall be: By one year from the date of execution of this Agreement by both Parties, the Editor shall deliver, in electronic format, a draft of progress to date on the Work to the Publisher, with the clear understanding that it is a work in progress and is subject to change; by two years from the date of execution of this agreement by both Parties, the Editor shall deliver the final Work to the Publisher as discussed in Article 4 above.
9. APPROVAL OF COVER
The Publisher shall have the sole right of design, artwork, and ultimate selection of the cover, packaging, etc. of the Publication, except that any and all names specified by the Editor under section 8.iii above must prominently appear on the cover and on any and all title pages of the Publication. The Publisher shall seek agreement from the Editor regarding the cover, packaging etc. of the Publication.
10. ROYALTIES AND LICENSES
The Publisher shall pay to the Editor, or the Editor's duly authorized representative(s), the following advances and royalties:
i royalty of ten percent (10%) of the retail price thereof on all copies of the Work sold less returns, up to 10,000 units sold. Beyond 10,000 units sold, the royalty shall be 12.5%, up to 15,000 units sold. Beyond 15,000 units sold, the royalty shall be 15%.
ii The royalty may be shared amongst the Editor and any co-editors, if the Editor so chooses. Should the Editor choose to share the royalty, the Editor may advise the Publisher on how the royalty is to be shared so that the Publisher may pay each recipient of royalty payments directly. The Editor shall advise the Publisher of any changes in this regard.
iii The Parties agree that the projected number of units of the Work sold in the first three years after publication is 5000. The Publisher shall pay advances against expected future earned royalties during the three-year period to the Editor as follows: 1/3 upon signing of this contract; 1/3 upon the delivery of the draft Work within one year of the execution of this Agreement by both parties as described in section 8.xii above, and 1/3 upon the delivery of the Work within two years of the execution of this Agreement by both parties as described in section 8.xii above.
iv The Publisher shall provide the Editor with a quarterly accounting of sales of the Work after publication of the Work. When royalties exceed the advances provided, the Publisher shall begin paying royalties on a semiannual basis as discussed in section 12 below.
v No royalties shall be payable on copies furnished to the Editor for review, sample, or other similar purposes, or on copies destroyed.
vi The Editor, or the Editor's or his duly authorized representative(s), shall have the right upon written request to inspect the books of account of the Publisher insofar as they relate to the Work. Such inspection shall be at the cost of the Editor, unless errors of accounting amounting to five percent or more of the total
Page 3 of 5
sum paid to the Editor shall be found to the Editor's disadvantage, in which case the cost of the examination shall be home by the Publisher.
11. EDITOR'S COPIES
The Editor shall receive twenty copies of the Publication at no charge within thirty days of publication of the Work, and may purchase additional copies for its personal use at a discount of forty percent (40%) off the retail price.
12. STATENENTS AND PAYMENTS
The Publisher agrees to render semi-annual statements on July 31 and January 31 in each year following publication of the Work. Each July 31 statement shall show an accounting of sales and all other payments due under this Agreement to the preceding June 30. Each January 31 statement shall show an accounting of sales and all other payments due under this Agreement to the preceding December 31. Payment then due shall accompany each such July 31 and January 31 statement.
13. ASSIGNMENT
No assignment of this Agreement shall be binding upon either of the Parties without the written consent of the other Party, provided, however, that the Editor may assign or transfer any monies due, or to become due, under this Agreement.
14. NOTICES
Any written notice required under any of the provisions of this Agreement shall be deemed to have been properly served if delivered in person or if mailed by First Class Mail with correct postage affixed to the Parties at the addresses set forth above, except as the addresses may be changed by notice in writing, provided, however, that notices of termination shall be sent by registered mail with return receipt requested. No official notice required by the Agreement may be delivered by electronic means. If one of the Parties communicates with the other Party by electronic means, such electronic communication shall not be deemed to have been received unless and until a return message by the receiving Party explicitly acknowledging receipt has been received by the sending Party.
15. WAIVER A waiver of any breach of this Agreement or of any of its terms or conditions by either Party shall not be deemed a waiver of any repetition of such breach or in any way affect any other terms or conditions of this Agreement. No waiver of this Agreement or any of its terms or conditions shall be valid or binding unless the waiver is in writing and signed by the Parties.
16. INFRINGMENT
If during the existence of this Agreement the copyright in the Work is infringed, the Publisher may, at its own cost and expense, take such legal action as may be required to restrain such infringement or to seek damages therefor. The Publisher shall not be liable to the Editor for the Publisher's failure to take such legal action. If the Publisher does not take such legal action, the Editor may do so in its own name at its own cost and expense. Money damages recovered for an infringement shall be applied first toward the repayment of the expense of bringing and maintaining the action; thereafter, if the action was brought by the Publisher, the balance shall belong to the Parties, and shall be divided equally between the parties, but if the action was brought by the Editor, the balance shaft be divided two-thirds to the Editor and one-third to the Publisher.
17. LAW
This agreement shall be construed in accordance with the laws of the State of New York.
Page 4 of 5
18. SUCCESSORS IN INTEREST
This agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties.
19. ALTERATION
This agreement may not be modified, altered, or changed except by an instrument signed by the Parties.
20. TERMINATION
Either Party may terminate this Agreement upon giving the other Party ninety (90) days' written notice. If the Editor terminates this Agreement before the Editor delivers the Manuscript to the Publisher, the Editor shall refund to the Publisher any and all payments made by the Publisher to the Editor as described above. If the Publisher terminates this Agreement before publication of the Work, the Publisher shall pay the Editor a pro-rata share of royalties due during the creation of the Work and on the sale of the first 10,000 copies of the Publication as described above, with the pro-rata amount computed according to the percent completed on the Work at the time of termination. If the Editor terminates this Agreement after publication of the Work, no further payments from the Publisher to the Editor shall be accrued, although any payments already owed by the Publisher to the Editor at the time of termination must still be paid. If the Publisher terminates this Agreement after publication of the Work while the Work is still being sold, the Publisher shall pay the Editor liquidated damages of ten thousand dollars. The permanent cessation of publication of the Work shall automatically terminate this Agreement, although any payments already owed by the Publisher to the Editor at the time of termination must still be paid.
21. FUTURE EDITIONS OF THE WORK AND SURVIVAL OF TMS AGREEMENT
The Publisher may, after a Period of five (5) years after the date of publication of the Work choose to prepare another edition of the Work. The Publisher is not restricted in the choice of an editor for such edition of the Work. This Agreement shall survive the publication of any and all future editions of the Work and shall remain in effect in perpetuity as long as the Publication is sold, except if terminated before publication of the Work as described in Article 22 above.
X x EDITOR Witness of the Editor Date
Tim Just Editor
X PUBLISHER x Witness of the Publisher
George L. De Feis Executive Director & CEO
U.S. Chess Federation
- END OF CONTRACT -
Page 5 of 5
