Proposed Calendar Contract - Fair? Changes? ... Advice?

[astrostu]

I've been asked by two women for high-resolution versions of some of my lunar astrophotography. After advice received on this forum ( http://www.thephotoforum.com/forum/showthread.php?t=75848 ), I replied saying I'd like to meet 'em and discuss it, etc. I proposed several things to put in a contract, and their e-mail reply included one that they'd already written up:

Estimated printing Investment amount: $450/each
Calendar price: $14.00+ tax 8.8%= $15.23
Quantity: printing bid still to be finalized.

{names removed} agree that they will split printing cost. Profit sharing agreement is as follows:

The initial profit sharing phase will be a 50% split between {names removed} until {names removed} make back 3 times their initial investment ($1350).

Once that volume of sales is reached, the profit sharing will be as follows:

Each of the 13 artists will receive a 2% share of the profits, and the astrophotographer will receive 4% of the sales. All the artists and the astrophotographer will receive a free calendar, which will be accounted for in the investment cost of the project, and may buy a limited number of calendars at printing cost.

The copyright to the project will be jointly held in perpetuity by {names removed}. The artists will retain the rights to their artwork; yet agree to grant right of reproduction to any possible buyers of the Calendar. If the Calendar is sold to a larger publishing house, each artist will receive a 4% share and the Astrophotographer will receive 8%.

In that, I'm assuming I'm the "astrophotographer." To me, the cost seems fine, and it's more than what I expected (assuming, of course, that they're honest about their sales).

My parents thought that it looked fine. However, I have a few issues and I'm wondering if I'm nit-picking: First, I'm not thrilled with the idea of not making commission if they end up selling to a "larger publishing house." I'm also wondering if the language right now really does limit reproduction of my photos to just use in the calendar (the whole "grant right of reproduction" part).

Second, the contract makes no mention of credit. Though they've said that copyright information, credit, bios, and web addresses would be included in the calendar, I would feel more comfortable if it were in the contract.

Third, my Aunt had suggested I try to get contractual approval over final layout in the use of my images, and though I'm not dead-set on that, I'd like to know what you guys think.

Bottom-line is basically my subject line: Do you think their contract is fair, or should I request changes/additions such as my three concerns. I'm not in it for the money, but I do want my work to be protected. I'm not a legal scholar, just an astro grad student!!

 

[darich]

It may be because you've removed the names but it seems to me, on first reading that you don't get anything until they make their intial investment of $1350.

I'd be against that because if they don't reach their target you get nothing, despite providing them with images. You're entitled to payment whether they make their profit or not. I'd suggest that they should include that in their calculations as an expense ie the photographs cost money to buy. As it's written, they're getting your images for nothing if they don't make their target.

You're right to be looking for profits if they sell to a larger publisher, after all it's due largely to your images. Commission from a larger publisher could be more than the smaller one, and you'd be perfectly entitled to ask for commissioned income from it.

Credit is important - it's not written in the contract and it should be. No point in getting rave reviews for your images but no one knows where to buy more or contact you for another calendar.

Layout - that's also important. if they pay you for a small size image but use a large image. Or use yours on the front cover without saying. Those are the kind of things that you would then be not properly paid for, so i'd say having an input to the layout is quite important, unless you get it written into the contract that the size, number and location of your images is agreed.

As for the rights to reproduction - it doesn't say "exclusive" so you could sell the images elsewhere. But there is no mention in the contract of how you're paid if they use your images in another project since the contract allows them the right to reproduce. That's a pretty important point.
A less important issue is that some places don't like similar images being sold in a competitive market. In other words, if you take 2 images of the moon, and sell one to calander A, then selling image 2 to calendar B may upset either or both companies. Both images are pretty much the same and even though they're different images, they're being sold in competition. You could sell your moon image 2 to a website or a magazine though, without any problems.

I'm no expert on law so the above may not be legally correct but it's my understanding having read books and copyright articles in the past.

Hope it helps you!

 

[astrostu]

Alright, I'm proposing a significant number of changes to the contract (I basically made it 2x as long). We'll see what they say. I think most are reasonable:

1) I changed it so that artists/astrophotographer make $20 ($40 for astro) each once the initial cost of printing is paid for by sales. Once this is reached, then they can make their 3x profit and then go back to the normal profit sharing as they described. I'm not in this for the money and I'm not opposed to them making money, but I agree with you that they could make $1000 on this and give us nothing is bad.

2) I want them to specify how many calendars we can get up front at cost.

3) I changed their "right of reporoduction" to "limited right" to reproduce the art for the calendar only.

4) I added a long thing about possible sale to a larger publisher. I suggest (though I'm open to changes) that the sale has to be agreed to by 75% or more of the artists, and that failure to negotiate a commission from the larger publisher can be reason to reject the sale.

5) I put in specifications of how copyright is to be displayed.

6) I put in a paragraph on how an additional page is to be included at the end with information about the artists (bio, contact, and where their work is displayed within the calendar). And that this page and the copyright info has to be in any version sold to a publisher.

7) They'll let us give final approval of the layout so long as our requests are reasonable and we respond within a calendar week.

 

[darich]

I'd be interested to know how this pans out considering you went back to them with a few changes to their proposed contract.

Keep me informed - even via PM
thanks
best of luck with it!