1. Cali Bush ©2010 OReilly Media, Inc. Ebook Contracts

2. NOT

4. Ebook contracts Part I: The basics -- concepts and vocabulary

5. Ebook contracts Part I: The basics -- concepts and vocabulary Part II: 5 key elements

6. Ebook contracts Part I: The basics -- concepts and vocabulary Part II: 5 key elements Part III: Gimmes

7. Ebook contracts Part I: The basics -- concepts and vocabulary Part II: 5 key elements Part III: Gimmes Part IV: Gotchas

8. Ebook contracts Part I: The basics -- concepts and vocabulary Part II: 5 key elements Part III: Gimmes Part IV: Gotchas Part V: Looking ahead

9. Ebook distribution contract concepts

10. What the distributor is doing for you

11. Ebook distribution contract concepts What the distributor is doing for you What the distributor needs from you

12. Ebook distribution contract concepts What the distributor is doing for you What the distributor needs from you Results of the relationship

13. Ebook distribution contract concepts What the distributor is doing for you What the distributor needs from you Results of the relationship What happens if something goes wrong

14. Ebook distribution contract concepts What the distributor is doing for you What the distributor needs from you Results of the relationship What happens if something goes wrong Ending it

15. Vocabulary

16. Available Titles

17. The set of works that the distributor is authorized to sell Usually listed on an exhibit

18. Copy/Ebook

19. Whats being distributed under the contract Format-specific?

20. Distributor agrees that it will not convert any Digital Content delivered under this Agreement into a different digital format (e.g., from a PDF to another digital format) without Publishers written permission.

21. Digital List Price/DLP

22. Established by the publisher on a per-title basis May be the basis for payment calculation May be changed by publisher upon written notice

23. Digital Rights Management/DRM

24. Technology used to impose limitations on the usage of digital content and/or devices.

25. Metadata

26. Product information Conforms to ONIX 2.1 standard

27. Territory

28. Set of countries in which a party has the right to promote/sell/distribute the ebook

29. Refresh/resupply

30. Continued ability to make a Copy available to a customer who previously purchased it, with no further payment being due

31. Size it up: 5 key elements

32. #1: Available Titles

33. Size it up: 5 key elements #1: Available Titles Some or all?

34. Size it up: 5 key elements #1: Available Titles Some or all? Publishers obligation to make future works available?

35. EXHIBIT A Available Titles Publishers entire inventory of digital or electronic works, including any book, treatise, journal, periodical, monograph, literary or scholarly work, public domain work, and other works, whether written or otherwise.

36. Size it up: 5 key elements #1: Available Titles Some or all? Publishers obligation to make future works available? Distributors obligation to distribute?

37. Despite the rights granted above, you understand that we make no promise that we will include in the Program any Books that you make available to us; however, we agree that the criteria we apply in determining the inclusion of your titles will be consistent with the criteria we apply with respect to the content of other computer and technology publishers.

38. If Publisher does not supply the Ebooks in one of the Formats specified in the Publisher Interface Handbook, Distributor reserves the right not to make those Ebooks available to its Channel Partners.

39. Size it up: 5 key elements #2: Does the contract permit or require the use of DRM?

40. Size it up: 5 key elements #2: Does the contract permit or require the use of DRM? By either distributor or publisher? What can we live with?

41. Size it up: 5 key elements #3: Do we have the ability to withdraw Available Titles?

42. Size it up: 5 key elements #3: Do we have the ability to withdraw Available Titles? We generally require that we have the ability to remove titles from any program upon reasonable notice We sometimes end up w/a 2-tier structure Post-termination refresh/resupply issues

43. Size it up: 5 key elements #4: Whats in it for us? Show me the money! Understand carveouts. Payment is only one upside. We want access to online, real-time (or nearly real-time) sales data

44. Size it up: 5 key elements #5: Rights: What rights are we granting, and why?

45. Rights questions Consistent with author contract?

46. Authors Rights Publishers Rights Distributors Rights Distributors Rights Downstream rights

47. Rights questions Consistent with author contract? Exclusivity?

48. Rights questions Consistent with author contract? Exclusivity? Derivative works?

49. Rights questions Consistent with author contract? Exclusivity? Derivative works? Conflicts?

50. Rights questions Consistent with author contract? Exclusivity? Derivative works? Conflicts? Format-specific?

51. Rights questions Consistent with author contract? Exclusivity? Derivative works? Conflicts? Format-specific? Who else is covered by the contract?

52. Rights questions Consistent with author contract? Exclusivity? Derivative works? Conflicts? Format-specific? Who else is covered by the contract? Other commitments?

53. Gimmes

54. Security requirements

55. Gimmes Security requirements Preview access

56. Gimmes Security requirements Preview access Pricing & payment models

57. 2 payment models Distributor will pay Publisher ___% of the Digital List Price for each Copy sold by Distributor under this Agreement. Distributor will pay Publisher __% of the Sales Price for each Copy sold By Distributor under this Agreement. Sales Price means the gross Amount paid by the Customer for the Copy, minus only the amount of any sales, use, VAT or similar taxes included in price paid by the Customer.

58. 2 payment models, continued Distributor will pay Publisher ___% of the Digital List Price for each Copy sold by Distributor under this Agreement. Distributor will pay Publisher __% of the Sales Price for each Copy sold By Distributor under this Agreement. Sales Price means the gross Amount paid by the Customer for the Copy, minus only the amount of any sales, use, VAT or similar taxes included in price paid by the Customer, provided however that regardless of the actual Sales Price, in no event shall the amount payable to Publisher for any sales of any Copy be less than __% of the Digital List Price.

59. Gimmes Security requirements Preview access Pricing & payment models Duration of term/termination provisions

60. Gotchas

61. Mutual confidentiality

62. Distributor agrees and acknowledges that all data regarding the number of Copies distributed, and the corresponding revenue and payments to Publisher shall be deemed to be Publishers Confidential Information under this Agreement.

63. Gotchas Mutual confidentiality Distributor sets the DLP if you fail to provide one

64. Gotchas Mutual confidentiality Distributor sets the DLP if you fail to provide one Pricing restrictions that create an artificial correlation to an unrelated or tangentially related part of your business

65. Beware of contracts that tether your ebook discount structure to your print book discount structure with that distributor

66. Beware of contracts that tether your ebook discount structure to your print book discount structure with that distributor place restrictions on your DLP

67. OK: The DLP shall not exceed the list price for the corresponding physical book. NOT OK: The DLP shall not exceed the list price of the least expensive format in which such Title is available.

68. Gotchas Mutual confidentiality Distributor sets the DLP if you fail to provide one Pricing restrictions that create an artificial correlation to an unrelated or tangentially related part of your business Distributors ability to update their documents (Operating Manual, Submission Guidelines, etc.)

69. Gotchas Mutual confidentiality Distributor sets the DLP if you fail to provide one Pricing restrictions that create an artificial correlation to an unrelated or tangentially related part of your business Distributors ability to update its documents (Operating Manual, Submission Guidelines, etc.) Colloquialisms

70. Do you know whether... the ebook distributor is required to honor any availability dates that you provide? the distributor has launched its service, and has it affirmatively committed to making your content available? your content will render properly?

71. Looking ahead

72. 3 Takeaways Do your homework

73. 3 Takeaways Do your homework Confirm accuracy of key contract terms

74. 3 Takeaways Do your homework Confirm accuracy of key contract terms Keep an eye upstream too