Publishing Agreement Checklist
By: Mark Litwak
Parties: Developer:__________________ Publisher:__________________ Entities: individual, partnership, corp?
Due Diligence:
Grant of rights: Ownership of Copyright:
License: exclusive or non-exclusive
Term:
Platforms:
Territories:
Ancillary Rights:
Reserved Rights:
Compensation:
Guarantee:
Rt to terminate if shortfall:
Royalties:
% of Net Revenues:
Amounts paid:
Amounts invoiced:
Deductions allowed: taxes, freight, discounts, returns, co-op ads
Deductions not allowed: distribution, fee, overhead
Deduction negotiable: cost of manufacturing
Fixed royalty:
Time of payment:
Installments:
Sliding scale royalties:
Royalty on sub-licenses:
Conflicts of Interest: conflicts with other products
Best efforts clause:
Favored Nation's Clause:
Minimum Advertising & Promotion: ________
Limited to direct out-of-pocket costs?
Bundling Deals: Fixed dollar amount per copy: ____
Audits and Accounting:
Accounting: Monthly, quarterly, yearly
Audit rights: location for audit? time limit? Reimbursement of audit fees if underpayment?
Reserve for Returns: (10-25%)
Interest on late payments:
Delivery requirements:
Publisher:
Developer: direct to end user or consult with publisher
Warranties:Absolute
Best of knowledge and belief
Security Interest:
Termination Clause:
Arbitration:
Venue:
Forum:
Reimbursement of Atty fees:
Choice of Law:
Due Diligence:
- Is publisher reputable?
- Publisher handle this type of product?
- Track record of publisher
Grant of rights: Ownership of Copyright:
License: exclusive or non-exclusive
Term:
Platforms:
- CD-Rom:
- Game Cartridge:
- Game Cartridge:
- Online:
Territories:
Ancillary Rights:
- Merchandising
- Book Publishing
- Sequel program
- Right of Last Refusal
Reserved Rights:
- Right to use portions of work in other products
- Right of First Negotiation
- Right of Last Refusal
Compensation:
- Advance:
- Non-refundable:
- Against royalties:
- Minimum Royalty Payments:
Guarantee:
Rt to terminate if shortfall:
Royalties:
% of Net Revenues:
Amounts paid:
Amounts invoiced:
Deductions allowed: taxes, freight, discounts, returns, co-op ads
Deductions not allowed: distribution, fee, overhead
Deduction negotiable: cost of manufacturing
Fixed royalty:
Time of payment:
Installments:
Sliding scale royalties:
- ___ % of first _____ copies sold
- ___% of next ____ copies sold
- ___% thereafter
Royalty on sub-licenses:
Conflicts of Interest: conflicts with other products
Best efforts clause:
Favored Nation's Clause:
Minimum Advertising & Promotion: ________
Limited to direct out-of-pocket costs?
Bundling Deals: Fixed dollar amount per copy: ____
Audits and Accounting:
Accounting: Monthly, quarterly, yearly
Audit rights: location for audit? time limit? Reimbursement of audit fees if underpayment?
Reserve for Returns: (10-25%)
Interest on late payments:
Delivery requirements:
- Object Code only
- Date for delivery
- Developer continuing obligation for testing and correction
- Technical Support of end users:
Publisher:
Developer: direct to end user or consult with publisher
Warranties:Absolute
Best of knowledge and belief
Security Interest:
Termination Clause:
- Breach:
- Shortfall:
Arbitration:
Venue:
Forum:
Reimbursement of Atty fees:
Choice of Law:
