Sample Foreign Representation Agreement: Fill & Download for Free

As a literary agent with over 25 years in the publishing industry, my experience seems to differ from others who have answered this question.First, I should note that I am answering as a book literary agent. In Hollywood, there are literary agents who only rep screenplays. And in NYC, there are literary agents who only rep plays.The standard rate for a book agent for domestic deals (meaning with a US publisher) has been 15% for nearly as long as I've been in the business. There may be one or two of the larger agencies that still do business at 10% because they are domiciled in California and are also talent agents, so restricted to 10%.Most agents do use co-agents in foreign countries and the commission on UK and translation deals is generally 25% (not 20%, though some agents may still charge that). That breaks down to the US agent's 15% (or 10%) and the UK or foreign agent's 10%. Of course, any agency can have a different arrangement with his or her co-agents around the world.Most literary agents do charge back authors for expenses, such as photocopying (largely eliminated given that most submissions are digital), submission expenses (messengers or UPS; largely eliminated by digital submissions), and shipping of hard copies of books to foreign agents (sorry, that's one that is still often required). Ancillary fees, such as fees to send or receive wires, will also be deducted.As for contract term, I actually know of no "real" agency that has a 12-month agreement. Most are open-ended but may be terminated on 30 days' notice. I have heard of some small agencies from outside of the mainstream agent community who have these renewable agreements, though. I would avoid them.Agency commissions generally attach with the submission, meaning if the agent submits the book and you terminate, but an offer follows, the agent is due his or her commission. Some agents will put a clock on that, such as 90 days or 180 days. Some may not.Certainly if a contract is signed, the agent remains the agent-of-record forever, as long as that contract is "live," whether it is for ten years or one hundred. Most publishing contracts are for the term of copyright, which today is life of the author plus 95 years. Thus, if you lived to be 100 and your book was still selling and continued to sell, e.g., To Kill a Mockingbird, the contract would be valid until 95 years after your death. Your agent or his agency or the successor to his agency would be due its commission the entire time.Recently there have been some some arguments made that, following the death of an agent or an agent leaving, an agency should no longer be due a commission if it no longer represents the work or the author. This is not a valid argument, at least in terms of publishing tradition (I don't think it has been tested legally). An agent earns his or her commission by initiating the deal (i.e., making the submission that leads to a signed contract). Once that deal is done, the commission is due the agent on everything that comes out of that deal.What may not be legal (I've been informed it is not) is agency clauses in contracts or representation agreements that allow the agent to retain the right to shop rights to a work just because they did the US deal. If you leave your agent, your unsold rights should go with you. That said, I've been informed that you can, in fact, contractually agree to pay a commission on all unsold rights once they are sold, no matter who sells them. This could create a situation where you are represented by David Agency, who does a deal for your novel. You then decide you want to be with a bigger agency, so you terminate your relationship with David and sign with Goliath Agency. Goliath then goes on to get Tom Hanks and Tom Cruise to star in the movie of your novel, to be directed by Stephen Spielberg. Depending on your contract with David, you might actually owe David a commission on that deal, which could be worth thousands upon thousands. I do think these clauses are more rare these days, but there's no doubt that there are agency's that take the position that if that agency sells the US rights to your book, it retains the right past termination of the representation agreement to continue to sell the foreign rights to that work. I've been told this is not legally enforceable, but have seen the actual clauses myself.While it is true there should be no money "up front," it is not true that agents should not be reimbursed for expenses incurred in the marketing of your books. Again, many of these expenses have been eliminated by the use of digital submissions, but let's say you need your agent to get photos scanned or a freelance editor to go through your manuscript first. Those expenses are the author's and the author should promptly reimburse the agent for the actual out-of-pocket (documented, if you want) costs, whether or not the project actually sells.Remember that an agent's representation services are not for shipping or photocopying or editing. The agent may provide or arrange for those services for convenience, but the actual representation is about the agent's knowledge of the marketplace, of publishing contracts, of royalty statements, and the like.Writers often have very strong feelings about how the business should work. These are feelings, though, and not the reality of how the business does, in fact, work. So when someone says "this is the way it should be," they may be wrong. I have attended many writers' conferences and been appalled by the amount of misinformation I have heard offered up, sometimes by best-selling authors. And I have heard very good agents say very misleading things, because many agents and editors don’t want to alienate every author in the room by telling the blunt truth. I personally am always wary of agents who have a book to sell that they wrote about how to succeed in getting your book published. Are they at the conference looking for new clients or looking to sell their own book? You do the math.I have never met an author who was 100% happy with his or her publisher. I have met authors who were largely happy, but would then go on to tell you how much they did to promote their book and make it a success, versus what their publisher did. Most authors I have met have been extremely unhappy with their publishers. I could tell you why, but that would make this post twice as long.The final point I would like to offer is that there are very few attorneys who spend their days negotiating book contracts. Advice on book contracts from attorneys and even from the Authors Guild often is not in line with the day-to-day realities of the business. While I appreciate the hard work of the Authors Guild, its Model Book Contract is mostly a work of fantasy when it comes to the terms it includes. The explanations of the various elements of the contract are more helpful than the actual sample contract.For the answers to various FAQs, you may visit the FAQ page at my firm’s site: http://www.zackcompany.com/faqs/agency-faqs. For more information on agents, you might want to visit http://aaronline.org/ or http://agentsassoc.co.uk/.

I don’t think that’s quite true. It appears that way sometimes, but I suggest that appearance may be a consequence of sampling bias.Remember, Quora’s architecture is an exercise in bias reinforcement - the site supplies suggestions based on expressed preferences. ‘Quora’ is a neologistic plural for ‘quorum’ - a group required for a consensus to be reached.This little gem of a social media platform just helps make spaces where ‘people like us’ can agree on things. That doesn’t make such agreement false or unwarranted, but we need to realise what’s emerging from our behaviour here - we are being categorised.Anyway, attacks on the Old Testament are just easier. The cultural context is more foreign, the available evidence is more sparse and degraded. All these things are just functions of time. The further we go back into the past the easier it is to make various arguments from ignorance. I could insult your great-great…great-grandmother with relative impunity because you probably don’t know who she is. Similarly, one can say all sorts of things about the Old Testament the same way I (as an Australian) can spew hellfire against America’s gun-madness. No, I don’t understand and I’m not part of that context so yes, there may be good reasons for some positions and no, I can’t see them.Rule number one of warfare is ‘know your enemy’. The problem with this is that the more you know of your enemy the greater the risk that you may understand them. This is why it is always better to bomb from a distance than plunge a knife into the heart while looking your opponent in the eye. Most arguments against the Old Testament run along the lines of ‘a tribal god invented to support a national cult that became the justification for various acts of ‘defensive’ violence which established the worldview of a certain people over their neighbors’. Hey! I can think of a modern equivalent - America’s ‘Freedom’.I will never get sick of pointing out the irony of anthropomorphising freedom. True freedom cannot be contained by any conceptualisation of it, and does not actually ‘reign’ over anything - that would be a restriction of freedom to a dominant role. Isn’t freedom free to not reign?Now, I’m being deliberately inflammatory here - picking on the USA out of general ignorance. However, that’s the driving force in most arguments against Christianity - a sense of ‘unfairness’ and ‘oppression’. Literally ‘the desire to either be an equal opponent and establish a stalemate or destroy the antagonist’. This can be summarised as ‘it’s all wrong because there’s no god of me’. I imagine if such a god did turn up in any vulnerable form we would probably condemn it as a criminal and execute it.Of course, the heart of Christianity is not the Old Testament, though. Christianity stands or falls on the resurrection. Attack that and more injury will be inflicted than exposing Exodus. Attacking the Old Testament is like firing on obsolete hardware. It may bear the flag but it’s no longer part of the front. Hit Christianity where it hurts - attack Jesus. Kill him and Christianity dies. Of course, he never existed and was invented to justify more horrors, right? Hmmm…projection is potent.Again, perhaps not the truth. However, my point is merely ‘one will see what they are looking for’. There are people who accept this and people who deny it. I am definitely waiting in hope for the revelation of Christ. I’ll find out if I’m wrong.PS: In case I have been too subtle, I am ‘attacking America’ here in the same way that one might attack the Old Testament - by creating a representation that oversimplifies a case such that I can dismiss it. In short, a Strawman.

As John Greathouse noted, in a Series Seed round made up of Accredited Investors, you are not legally required to provide a prospectus or any specific disclosure schedules. As a matter of fact, I actually can't recall (at least recently) seeing a Disclosure Schedule in any of the [many] deals that I have done.Where these schedules and lists do appear, however, is in the due diligence requests from serious investors, which they will undertake prior to the closing. Depending on the size of the round and the size and professionalism of the investors (and the budget of their lawyers) the requested information may range from practically nothing more than a business plan and a slide deck (for an informal seed round), all the way up to a voluminous amount of material for a later stage venture round from a top tier fund.The closing documents will then generally include a representations and warranties clause, in which you swear on a stack of bibles (backed up by some severe economic penalties) that everything you've previously told your investors is actually true...particularly such teeny little issues as "we own all our code" and "we are operating perfectly legally".But if you want an idea as to how far the disclosure issue can go, Entrepreneur Magazine has posted a sample Due Diligence checklist (http://www.entrepreneur.com/formnet/form/774) that includes the following items (but be sure to check out their link for their terms of use and attribution):"Due Diligence" Investigation Check ListCORPORATE MATTERSa. Articles of Incorporation and by-laws of the Company and Seller.b. Corporate minute books and stock transfer records of the Company.c. Federal and state tax returns and related reports of the Company including:i. income tax returns,ii. audit reports of taxing authorities including descriptions of any open issues,iii. real estate tax bills and payment records,iv. personal property tax bills and payment records,v. franchise, license, capital stock, doing business, and similar tax reports, andvi. any other material documents.d. Agreements and arrangements between the Company and Seller or any affiliate of the Company or Seller, including:i. stock subscription agreements,ii. loan, line of credit or other financing arrangements,iii. tax sharing agreements or arrangements,iv. overhead allocation agreements or arrangements,v. management services or personnel loan agreements or arrangements,vi. guarantees or keep-well arrangements for the benefit of creditors or other third parties, andvii. any others.e. Shareholder agreements relating to stock of the Company or stock owned by the Company.f. Documents imposing restrictions or conditions on stock transfer or merger, including any arrangements granting rights of first refusal or other preferential purchase rights.g. Third-party or governmental consent or authorizations required for merger or acquisition.FINANCIAL MATTERSa. Financial statements, including:i. audited financial statements for all periods beginning on or after ^, 19^, consisting, in each case, of at least a balance sheet and income statement,ii. interim monthly unaudited financial statements for periods after the latest audited statements, andiii. working papers relating to the foregoing.b. Bank accounts and depositary arrangements.c. Credit agreements and credit instruments including loan agreements, notes, debentures and bonds, and files relating thereto.d. Performance and financial bonds.e. Letters of credit.f. Instruments or arrangements creating liens, encumbrances, mortgages, or other charges (including mechanics and materialmens' liens) on any real or personal property of the Company, including property held indirectly through joint ventures, partnerships, subsidiaries or otherwise.g. Receivables analysis including aging, turnover and bad debt experience.MANAGEMENT AND OPERATIONSa. Internal management reports and memoranda.b. Policy and procedures manuals including those concerning personnel policy, internal controls and legal and regulatory compliance.c. Budgets, financial projections, business plans and capital expenditure plans.d. Contracts and arrangements for supplies or services, including the following which were entered into or under which work was done during the past ^ years:i. contracts for the sale or purchase of real estate,ii. contracts for the purchase or sale of materials, equipment or other personal property or fixtures,iii. contracts or other arrangements for legal, accounting, consulting, brokerage, banking or other services, andiv. construction and engineering contracts or subcontracts.e. Proprietary information and documents, including:i. patents and patent applications,ii. copyrights,iii. trademarks, service marks, logos and trade or assumed names,iv. nonpatentable proprietary know-how,v. federal and state filings relating to any of the foregoing,vi. licensing agreements relating to any of the foregoing (whether the Company is a licensor or licensee), andvii. confidentiality agreements relating to any of the foregoing.f. Partnership or joint venture agreements to which the Company is a party and any other arrangements with third parties concerning the management or operation of properties, facilities or investments of the Company.g. Reports to management, board of directors or shareholders prepared by outside consultants, engineers or analysts.h. Closing documentation and related files for each prior sale of Company stock and each material asset purchase or sale by the Company during the past ^ years.i. Leases, deeds and related instruments, including without limitation, office premises leases, equipment or vehicle leases, and any such instruments held indirectly through joint ventures, partnerships, subsidiaries or otherwise.j. Agreements or arrangements granting rights of first refusal or other preferential purchase rights to any property of the Company.k. Other material agreements or arrangements.EMPLOYEE MATTERSa. Corporate policies concerning hiring, compensation, advancement and termination.b. Labor contracts together with a list of all labor unions that have represented or attempted to represent employees of the Company during the past ^ years.c. Agreements with individual employees, including:i. executive employment agreements,ii. bonus, profit-sharing and similar arrangements,iii. postemployment agreements including "salary continuation" and "golden parachute" arrangements, andiv. covenants not to compete by present or former employees.d. Names of any officers or key employees who have left the Company during the past years.e. Each of the following which the Company maintains or contributes to, together with filings with the Internal Revenue Service, Pension Benefit Guaranty Corporation (PBGC), Securities and Exchange Commission and Department of Labor, including without limitation Forms 5500 and 5310, summary plan descriptions, summary annual reports, IRS determination letters (for qualified plans), and PBGC reportable events:i. Union-sponsored multiemployer plans,ii. Defined benefit plans,iii. Defined contribution plans including:1. money purchase pension plans,2. profit-sharing plans,3. stock bonus plans,4. employee stock ownership plans, and5. savings or thrift plans,iv. Health and welfare plans, including:1. medical, surgical, hospital or other health care plans or insurance programs including HMOs,2. dental plans,3. short-term disability or sick pay plans or arrangements,4. long-term disability insurance or uninsured arrangements,5. group term or other life or accident insurance,6. unemployment or vacation benefit plans, and7. other welfare plans,v. Nonqualified deferred compensation arrangements including:1. director or officer deferred fee plans,2. excess benefit plans (providing benefits in excess of internal revenue code limitations for qualified plans), and3. severance pay plans,vi. Incentive or bonus plans including:1. stock option plans,2. stock bonus plans,3. stock purchase plans, and4. cash bonus or incentive plans.INSURANCEa. Insurance policies including those covering:i. fire,ii. liability,iii. casualty,iv. life,v. title,vi. workers' compensation,vii. directors' and officers' liability, andviii. any other insured events or matters.b. Claim and loss histories, correspondence with insurance carriers and names of all insurance representatives relating to the foregoing.REAL ESTATE AND EQUIPMENT AND OTHER PERSONAL PROPERTYa. List of real estate (with legal descriptions), equipment and other personal property owned, leased or in the process of being acquired or sold by the Company, with the cost and book value of each item.b. Real estate, equipment and other personal property leases and conditional sale agreements.c. Information relating to title on all property listed in the items above, including motor vehicle title documents.d. Appraisals of real estate, personal property and equipment.GOVERNMENTAL REGULATIONa. Licenses, permits, filings or authorizations obtained from, made with or required by any governmental entity.b. Correspondence with any governmental regulatory authority.c. Accident or injury reports to federal, state, local and foreign governmental entities.LITIGATION AND CLAIMSa. Pending or threatened litigation, regulatory investigations, governmental actions, arbitrations, or notices of violation or possible violation, including proceedings in which the Company is a plaintiff or claimant, and the names and addresses of legal counsel advising or representing the Company in each matter.b. Files and records relating to the foregoing including opinions and evaluations.