PDMI PUBLISHING www.pdmipublishing.com P.O. Box 56 Albertville, Alabama 35950 1 (855) PUBLISH (855-782-5474); or 877-979-7364 Fax: 256-485-4697
AGREEMENT FOR EDITING SERVICES This Agreement, dated ____________________, 20_______ for Editing Services, is by and between _____________ (Editor), and PDMI Publishing (PDMI) (together known as the “Parties”), for Editing Services to be performed on a manuscript with the working title ______________________________ (Work) as authored by _________________________ (Author). The Parties agree as follows: 1.
Intellectual Property Provisions
PDMI shall provide Editor the Work known as _________________________ in an electronic file format which can be edited in a word processing program capable of tracking changes. All contents of the file, including all pre-existing Trademarks and copyright material, shall remain the sole property of PDMI and _______________________ the Author of the Work. Pursuant to separate agreements between PDMI and the Author, the Author shall be the sole owner of all rights in connection therewith. Editor is permitted to make sufficient copies of the file to perform the duties outlined in this Agreement. 2.
Fees
In consideration of the services to be performed by Editor, PDMI shall pay to Editor (check one): a. _________ royalties on sales of the Work at the rate of ______ Percent ( _______%) of the gross royalties on Work subject to certain out-of-pocket production costs which shall be mutually agreed to; or, b. _________ a flat rate of ________ Dollars ($_________) per page. The number of pages shall be counted at the time the Work is completed and prepared for publication, and shall include only those pages that required editing services. 3.
Timing and Acceptance
Editor shall prioritize performance of the services outlined in this agreement as may be necessary or as agreed upon by the Parties, and will undertake reasonable efforts to perform the services. It is understood that editing of any work can entail unforeseen requirements, and that delays can be caused at no fault of the Editor. In such cases, Editor agrees to notify PDMI of any circumstances causing undue delays and to log such information in PDMI’s Company Support Interface. Editor will be provided with an individual account to access necessary files for the completion of the Services contracted by this Agreement. Once the edited file has been returned to PDMI, PDMI shall submit the file to the Author complete with any tracking notes and commentary on content and/or structure. Acceptance of the editorial work is dependent on acceptance by the Author of any or all changes suggested. Editor should be prepared to communicate directly
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with the Author regarding any questions the Author may have related to the Work. All correspondence pertaining to the work must be documented on the Company Support Interface. Once the Author has reviewed the file and made or rejected changes recommended by the Editor, he or she shall sign an acceptance form and return the electronic file to PDMI. PDMI shall then review the manuscript and the recommended changes and determine whether or not the manuscript is acceptable with the Author’s agreed changes. If the manuscript is acceptable, it will be scheduled for formatting. If not, it will be returned to the Author and the Editor for further revisions. PDMI is the final authority for acceptance of a manuscript for publication. Once Author and PDMI have accepted the manuscript for publication, the Fees will become due or payable as described in Section 2. “Fees.” 4.
PDMI Responsibilities
PDMI acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: a. b. c. 5.
Coordination of any decision-making between Author and Editor; Provision of PDMI Content in a form suitable for editing and tracking of changes; and, Final acceptance of manuscript as described in Section 3. Editor Responsibilities
Editor acknowledges that he or she shall be responsible for performing the following in a reasonable and timely manner: a. b. c. d. e. 6.
Use a word processing program which will permit tracking and commentary within the electronic file supplied by PDMI; Use due diligence in locating and noting any errors in grammar, spelling and punctuation within the manuscript (except for obvious character-based dialect, colloquialisms or speaking styles); Use reasonable communication skills to convey suggestions regarding structure or content which will improve the manuscript or clarify plot, structure or character issues within the manuscript; Submit edited manuscript along with any supporting information which will guide the Author in deciding which changes to accept or reject; and, Work with the Author on editing changes to further improve Work in preparation for publication. Confidential Information
Each Party acknowledges that, in connection with this Agreement, it may receive certain confidential or proprietary information and materials of PDMI or the Author. Preliminary copyright filing is practiced by PDMI before editing begins. Breach of copyright laws will not be tolerated. If plagiarism is detected by PDMI or any of its affiliates, Editor shall be terminated and all agreements considered null and void. Plagiarism is defined as presenting someone else’s work as one’s own. Any ideas or materials taken from another source for either written or oral use must be fully acknowledged, unless information is common knowledge. Plagiarism includes the copying of language, structure, images, ideas, or thoughts of others.
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Disagreements pertaining to extent or nature of any copyright breach shall be submitted to Alternate Dispute Resolution with an organization or institute familiar with ethical standards of copyright and/or intellectual property rights and in a position to test and pass judgment on the merit of the claim. 7.
Relationship of the Parties
Editor is an independent contractor, not an employee of PDMI or any company affiliated with PDMI. Editor shall provide the services under the general direction of PDMI, but Editor shall determine the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture, and neither Party is authorized to act as agent or bind the other Party, except as expressly stated in this Agreement. Services performed by the Editor shall be deemed a work for hire as that term is defined under Copyright Law. All rights, if any granted to Editor, are contractual in nature, and are wholly defined by the express written agreement of the Parties and the various terms and conditions of this Agreement. The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the Parties. PDMI is free to engage others to perform services of the same or similar nature to those provided by Editor, and Editor shall be entitled to offer and provide services to others, solicit other clients, and otherwise advertise the services offered by Editor. Editor is required to complete a form W-9 in order to provide appropriate information to PDMI for the preparation of a 1099 for income tax purposes. No payment of fees due will occur without submission of a Form W-9. 8.
Warranties and Representations
PDMI represents, warrants and covenants to Editor that a. b.
PDMI owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the PDMI Content; and, To the best of PDMI’s knowledge, the PDMI Content does not infringe the rights of any third party and use of the PDMI Content, as well as any Trademarks in connection with the Work, does not and will not violate the rights of any third parties.
Editor represents, warrants and covenants to PDMI that a.
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Editor will provide services as identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. Indemnification
PDMI agrees to indemnify, save and hold harmless Editor from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of PDMI’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances, PDMI shall promptly notify Editor in writing of any claim or suit. PDMI has sole control of the defense and all related settlement negotiations. Editor shall provide PDMI with commercially reasonable assistance, information and authority necessary to perform PDMI’s obligations under this section.
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Subject to the terms, conditions, express representations and warranties provided in this Agreement, Editor agrees to indemnify, save and hold harmless PDMI from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Editor’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of PDMI. 10.
Term and Termination
This Agreement shall commence upon the Effective Date, and shall remain effective until the Services are completed and accepted by Author. Percentage Fees which may become due under Section 2 above shall be in effect for the full term of the contract between PDMI and Author. This Agreement may be terminated at any time by either Party effective immediately upon notice, or the mutual agreement of the Parties, or if any Party: a. b.
Becomes insolvent, files a petition in bankruptcy, or makes an assignment for the benefit of its creditors; or, Breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 20 days from receipt of written notice of such breach.
Upon expiration or termination of this Agreement: a. b.
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Editor shall return all files related to Work and destroy all electronic copies of same; and, Other than as provided herein, all rights and obligations of each Party under this Agreement, exclusive of the services, shall survive. General
This Agreement may be modified by the Parties, but any modification of this Agreement must be in writing and executed by both Parties. Failure by either Party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver by either Party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. All notices to be given hereunder shall be transmitted in writing, either by facsimile or electronic mail with return confirmation of receipt, or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified in the signature execution section below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt. Editor shall not assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of PDMI. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and State of Alabama, without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.
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Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect. This Agreement comprises the entire understanding of the Parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the Parties relating to the subject matter of this Agreement. By their execution, the Parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last date of signature, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective Party to all of the terms and conditions herein.
X_____________________________________ ________________________________________ EDITOR
X__________________________
X_____________________________________
X_____________________________ X________________________________ DATE
PUBLISHER
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