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How to Negotiate with Publishers — Copyright Transfer Agreements

Copyright Transfer Agreements

Publishers use Copyright Transfer Agreements (CTA's) to acquire the copyright to scholarly and creative works when they are published. Copyright Transfer Agreements generally have specific sections:

  • Copyright transfer + any rights assigned back to the author
  • Representations/warranties and indemnification
  • Special terms such as royalties or other obligations
  • Disclosure of authorial conflicts of interest, etc.
  • General provisions and signature block

But CTAs also may not have specific sections. If that's the case then most, if not all, of the items listed above will still exist somewhere in the contract or in links listed in the contract as applicable to the agreement.

For alternative contract models and language to incorporate into your own publication agreements, please see the Resources section of this guide.

Copyright transfer

This section can also be called "assignment of rights." It lists the specific rights to be transferred from the author to the publisher. This can include:

  • the right to some or all of the bundle of rights included in copyright
  • the right to use the author's name, picture, biographical information, etc.
  • a lack of restrictions on the publisher's rights to use the work, including for language, format and geography
  • the publisher's right to use or authorize others to use those copyrights
  • the exclusivity or lack of exclusivity of the transfer of these rights
  • whether the work is subject to any prior rights or contracts from other parties
  • the publisher's right to enforce copyright against other parties 
  • specifics about what is included in the right being transferred

This section also outlines any rights the publisher grants back to the author - essentially any uses the author will be able to legally make of the work outside of Fair Use stipulations.

Representations/warranties and indemnification

This section lists the promises ("representations" or "warranties" in legal terms) that the author makes to the publisher regarding the work. For example:

  • that the work is original
  • that the work has not been published elsewhere
  • that excerpts from other works are used legally
  • that nothing libelous is contained in the work
  • that there is no conflict of interest involved
  • that the author speaks for any co-authors
  • wording that the author indemifies or holds the publisher harmless in case of problems

Special terms and obligations

This section includes any special terms the publisher wants included in the contract. Common examples (some of which apply specifically to book publishing) include the following provisions:

  • royalties, if applicable
  • the author's share of revenue from any deals made by the publisher with third parties
  • any rights that the publisher as copyright holder grants back to the author
  • dates and specific requirements around delivery of the manuscript to the publisher
  • the publisher's rights and obligations upon delivery of the manuscript
  • consequences to the author if the manuscript is not delivered
  • editing, proofing and publishing details and dates
  • details for advertising and revisions
  • consequences for copyright infringement
  • auditing rights for the author
  • insurance
  • conditions under which the author or publisher may terminate the contract
  • conditions for potential reversion of rights to the author

Disclosure

This section provides an opportunity for the author to disclose the following:

  • conflicts or potential conflicts of interest on the author's part
  • agencies that provided funding or other support for the author's work

General provisions and signature block

This section is generally broad legal language covering a range of legal situations, such as arbitration or force majeure. It may also include definitions. Space is provided for the author or both parties to sign.