As we have now discussed the economics of the film and music industries, I am sharing an international book deal with Nicholas Brealey, an imprint of Hachette UK, that was negotiated in the spring of 2017.
As we have read in class, many of the deals in the various entertainment industries begin with a proposal in the form of a deal memo. Often, the deal memo is prepared by someone who is not in the legal affairs or licensing side of a major company. Thus, it merely sets out the basic terms, and the legal affairs department will hash out the remainder of the full agreement. Remember, the deal memo is an agreement to agree, and is generally not a competent contract to protect your client's rights. However, if you are working with time and some leverage, you can negotiate the basic aspects of the deal through the memo with the person who will be working with your client, and refer the negotiating attorneys back to the deal memo if there are conflicts in negotiating the final agreement.
With the exception of redactions to protect the confidentiality of my client, these documents are shared with you in the form that I received them. This means, they do not include any of the points my client was seeking or any of the negotiated points that made it into the final agreement. I am presenting the documents in this way for two reasons. First, I want you to see what a very publisher-friendly agreement looks like. As an example, even though it is for the international rights to the book, it nevertheless includes provisions that would conflict with my client's interest in pursuing a different agreement in North America. Second, I want you to be able to see the language as I received it, and think about what you would include in the document. Consider how you would protect the author in the event of litigation, how you would prevent privishing, and how you would make the terms more even-handed throughout.
Let me know if you have any questions, and have fun looking through the documents!