1 Aims *
2 Generation of Revenues *
3 Disbursement of Profits *
4 Sale or Winding Up *
5 Management *
6 Accounts and Reports *
7 Copyright *
8 Indemnity *
9 Submission and Publication of Articles *
10 Updating *
11 Law and Arbitration *This Agreement is automatically deemed to have been made by the submission of any article to the Editors on behalf of The Literary Dictionary Company Limited.
Subject to the conditions of this Agreement The Literary Dictionary Company Limited agrees to publish the article(s) contributed by the Contributor in an internet reference work known as The Literary Encyclopedia and Literary Dictionary and in such other electronic or paper forms as The Literary Dictionary Company may see fit.
Nothing in this agreement shall create the legal relationship of partnership between The Literary Dictionary Company Limited and a Contributor.
1 Aims
The Literary Encyclopedia and Literary Dictionary is a world-class reference work providing biographical and textual information to scholars, students and amateurs of literature in English throughout the world.
2 Generation of Revenues
The Literary Encyclopedia and Literary Dictionary will generate revenues by commercial relations with booksellers and publishers and by such other means as shall seem appropriate to The Literary Dictionary Company Limited.
3 Disbursement of Profits
3.1. "Profits" shall mean the revenues generated through The Literary Encyclopedia and Literary Dictionary after deduction of all costs and expenses of the business of The Literary Dictionary Company Limited and any tax payable upon any profit and any reserves that it may be prudent to make.
3.2. 70% (seventy percent) of the Profits made by The Literary Encyclopedia and Literary Dictionary will be allocated to a Contributors' Fund for the remuneration of contributors.
3.3. 10% (ten percent) of the Profits was allocated on 1st December 2003 to remunerate a commercial partner in respect of the risk incurred in providing ?35,000 of capital investment in the Company.
3.41. Articles published in The Literary Encyclopedia and Literary Dictionary will be distinguished by the Editors into four categories according to the expected public interest in the topic covered: category A articles will be in the region of 2000-2500 words, category B articles will be in the region of 1000-1500 words, category C articles will be in the region of 600-750 words and category D articles will be in the region of 100-150 words . Contributors of category A Articles will be entitled to 10 shares from the Contributors' Fund; authors of category B Articles will be entitled to 5 shares from the Contributors' Fund; ; authors of category C Articles will be entitled to 3 shares from the Contributors' Fund; authors of category D Articles will be entitled to 1 share from the Contributors' Fund. The number of shares allocated to remunerate the Contributor of an Article will be solely determined by the category assigned by the Editors and not by the number of words actually written.
3.42. Annotated recommendations added via the recommended reading database will be credited at 0.5 shares per item, i.e. 10 shares for 20 items.
3.43. Author chronologies (timelines) will be credited at the rate of 0.2 shares per data row (i.e. 10 shares per 50 data rows).
3.5. The value of any share in the Contributors' Fund will be calculated by dividing the total value of the Contributors' Fund by the total number of shares allocated to Contributors as at the 31st December in each year.
3.6. 20% (twenty percent) of the Profits made by The Literary Encyclopedia and Literary Dictionary will be allocated to an Editors' Fund for the remuneration of Editors and Software Designers.
3.7. Disbursement of revenues to Contributors and Editors will be made in US Dollars, Pounds Sterling or Euros and will normally take place by March 31st of the year following the account year, the exchange rate to be that obtaining on December 31st of the account year. In order to reduce administration and transaction costs, the Editors may defer for up to 24 months any payments less than 150 US dollars, 100 pounds sterling or 130 euros.
4 Sale or Winding Up
In the event of the sale or winding up of The Literary Encyclopedia and Literary Dictionary by The Literary Dictionary Company Limited this agreement shall determine and The Literary Dictionary Company Limited shall be entitled to transfer all rights in relation to the contributions, provided that after deduction of all costs and expenses incurred or to be incurred by The Literary Dictionary Company Limited an appropriate proportion of the sale price or capital in hand upon a winding up (that is 70% or 80% of the net sale price or net capital in hand calculated in accordance with clause 3.3 above, less administration costs) is paid to the Contributors' Fund and duly disbursed to the contributors, and 20% of the sale value is paid to the Editors' Fund and duly disbursed to the Editors and Designers.
5 Management
5.1. The Literary Dictionary Company Limited will appoint a Managing Editor who will be responsible for the day to day management of The Literary Encyclopedia and Literary Dictionary and its commercial development. All decisions of management will be at the Managing Editor's discretion.
5.3. The Managing Editor will work with Editors appointed by the Literary Dictionary Company Limited who will propose topics and contributors and edit contributed text to ensure conformity with house style. Factual accuracy will be the legal and scholarly responsibility of the Contributors (see Clauses 7 and 8 below).
5.5. The Managing Editor will provide Contributors with formal progress reports on the development and use of The Literary Encyclopedia and Literary Dictionary on January 1st and July 1st each year by electronic mail to the last site address provided by the contributor to The Literary Dictionary Company Limited.
6 Accounts and Reports
6.1. The account year will be January 1st to December 31st.
6.2. The Managing Editor will present Contributors with accounts by no later than June 30th of the year following the year in which accounts are due. The Accounts will be independently audited and sent by electronic mail to the last address provided by the contributor to the Literary Dictionary Company Limited. The Managing Editor will present a written report with the accounts, commenting on editorial accomplishments in the previous year and outlining developments to be undertaken in the coming year.
7 Copyright
The Contributor undertakes to provide Article(s) that are of their own authoring and are not subject to any copyright claim by any other publisher. The Contributor warrants that the Contributor is the sole proprietor and owner of all rights in and to the Article and that the Article has not previously been published. The Contributor transfers to The Literary Dictionary Company Limited the sole and exclusive right to publish and sell the Article in all media in all countries and in all languages for as long as The Literary Dictionary Company shall exist. The Literary Dictionary Company Limited shall copyright the Article in its name.
8 Indemnity
The Contributor is responsible for all aspects of the content of the Article. The Contributor indemnifies The Literary Dictionary Company Limited for any and all costs claims and demands of any kind and any resulting expense including legal fees arising out of any action or threatened action by a third party consequent upon the publication of the Contributors work.
9 Submission and Publication of Articles
9.1. The Contributor shall follow the guidance on the form and manner of contribution set out in the Literary Dictionary's Guide to Contributors and any other verbal or written instructions provided by the Editors and will revise the Article if required.
9.2. In the event that the Article is not acceptable to the Editors in the original or revised form no financial rights in The Literary Encyclopedia and Literary Dictionary will be due to the Contributor. If the Contributor fails to deliver the Article(s) by the agreed date then the Editors may commission another Contributor.
9.3. The Editors have the right to make such small and insubstantial adjustments to the Articles as are requisite to ensure conformity to style and ease of reading. Any question relating to a matter of fact or judgement will be referred by the Editors to the Contributor.
9.4. Articles in The Literary Encyclopedia and Literary Dictionary and any other subsequent publication will be credited to their authors.
10 Updating
10.1. The Contributor undertakes to review the Article annually and revise it as necessary to ensure that it still reflects the current understanding of the subject. Revisions may comprise adding new publications for living Authors, revising a biographical entry in the light of changing circumstances, or such other revisions as may be necessary to keep The Literary Encyclopedia and Literary Dictionary consistent with scholarly understanding or critical appreciation.
10.2. If the Contributor wishes to cease to revise the Article, the Editors will seek a replacement Contributor for this purpose and will ensure that the Contributor of the revisions and the original Contributor are appropriately credited as the source of the Article.
10.3 The Editors may at their discretion decide unilaterally to use or not to use an Article if they consider it is in the best interests of The Literary Encyclopedia and Literary Dictionary to do so.
10.4. The removal of a contribution previously accepted by the Editors will not affect the Contributor's entitlement to his or her due earnings from the Contributor's Fund.
10.5 A Contributor who revises an Article that has already been published will be remunerated by an issue of shares in the Contributors' Fund at a rate proportionate to the type of the Article and to the Editor's view of the amount of work that has been undertaken.
10.6 The Literary Dictionary Company Limited will retain all rights in connection with all revised Articles which The Literary Dictionary Company Limited has in the original work.
11 Law and Arbitration
11.1 The law applicable to this agreement shall be English Law and the Agreement shall be regarded as having been made in London N1 England.
11.2 All disputes, differences and questions which at any time arise in connection with this agreement or its subject matter shall be referred to a single arbitrator in accordance with the Arbitration Act 1996.
Robert Clark,
The Literary Dictionary Company Limited.25 September 2008