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A bad clause in a contract is not just about bad or poor terms. Vagueness and ambiguity can be a problem too and often cause difficulties at a later stage.

Clarifiers are the terms that make the contract more transparent and easier to understand.

The Society of Authors lobbies for clarity in contracts through our CREATOR campaign for fairer and more transparent contracts.

The role of the Clarifier in this is to set out the exact scope of the rights you are granting in your work. Here are some examples.

Grant of rights

The grant of rights will usually be located somewhere near the top of your contract.

Copyright laws prevent anyone from using your work without your consent, and a so-called grant of rights clause sets out what the contracting publisher or producer has your permission to do.

In an ideal world (especially in film agreements) this would be accompanied by a sentence or two that cover the rights that are reserved, outlining what a publisher can’t do with your work.

However, you don’t see that in publishing contracts, which means that you need the contract to state clearly and precisely the rights are that you’re granting.

For example, does a reference to ‘volume form’ clarify whether it refers only to the print edition of a book, or does it extend to digital or enhanced editions? This would be a crucial point if you were only intending to grant print rights to your publisher.

Advances

If you are being paid an advance for your book, it is likely that this will be paid in instalments, with a share paid on signing the contract, an additional payment on delivery of the work to the publisher.

If the wording is left vague on this second payment, the publisher will potentially be able to delay making this payment to you on the basis that they have not yet accepted the work.

We would prefer to see a clause that specified not only that a second payment will be made on delivery of an acceptable manuscript, but also which clarifies that an acceptable manuscript is one that meets the specifications agreed when the work was contracted.

Some advances are payable on publication, which potentially leaves you (and your income) at the whim of the publisher’s workflows and schedules. A suitable clarifier in this instance would highlight that the payment will be made ‘on publication or no later than [DATE]’ in order to protect you if publication is delayed.

Unedited transcript…

now it is often unclear from the grant of rights 

wording and this is moving on to the third example

that we discussed above are you where a publisher 

takes your permission to publish your work

in print volume form for example the extent 

to which if any the publisher will be able

to edit or amend your original work or your 

original text you may want to ensure additional

wording is introduced into the contract if 

not in there already to clarify the position

for example it could be clarified that whilst the 

publisher will be permitted to copy edit the work

within all the usual industry parameters any 

more material changes should be subject to the

consent of the author moving on to the fourth 

example and then we come to publication or if

we revisit that creator acronym we mentioned 

earlier e for exploitation that is exploitation

of the rights granted it is very common that 

a publisher will commit to publish your work

if the publisher agrees to publish x 

months from delivery and acceptance

then you are coming across the same 

issues that i mentioned previously

there could be delays unless the publisher agrees 

to accept the work within a specified period a

publisher should really agree to publish within x 

months from delivery of the acceptable manuscript

ideally you would also have a form specified here 

for example the publisher will publish the work

in print volume electronic and audiobook format 

within x months however speaking realistically

this remains relatively rare you are however 

advised to ask the publisher to give you a clear

indication prior to entering into a contract as to 

how that publisher intends to publish that is in

what forms and and on what schedule and just one 

final example under this category of clarifiers

a publishing contract will almost always include a 

clause that lays out the circumstances under which

you will be able to get your rights back you will 

be surprised by how many contracts still refer to

this right arising where a work is out of print 

without any further definition of what that means

you will almost certainly need further 

clarification there’s a work will be

considered out of print where the publisher’s 

stock has diminished significantly and they have

no interest in arranging a reprint otherwise a 

publisher may probably with some justification

argue that work remains in print even 

where they are no longer reprinting the

work that simply have it available on a print 

order or a so-called print-on-demand basis

if challenged on this a publisher may well be 

more amenable to agreeing a sales threshold

so that if the work is only available on a 

pod print on demand or ebook basis i.e if the

publisher is not holding hard copy stock then the 

author will have a right to request a reversion

if sales dip below that threshold and the 

publisher fails to revive those sales on notice

our view quite simply is that print-on-demand 

publishing is still a very different beast

to traditional publishing and so that for 

contracts that are entered into on that basis

i.e on the basis that a publisher will 

be committing to a print run and holding

stock in their warehouse um any print-on-demand 

publishing should need the approval of the author

and the work would not be considered imprints for 

the purpose of an out of print reversion right