University of Manitoba Press LETTER OF AGREEMENT This is our agreement to publish your work, at present called . We are pleased to have it on the publishing list of the University of Manitoba Press. This agreement specifies our responsibilities as publisher of the work and yours as its author, editor, compiler or translator. In this respect we recognize a dual responsibility: to you, as the creator of the work, and to the public to whom it is addressed. We shall do our best to publish it to your satisfaction and ours, and to make it available to as many readers as possible. We look forward to a continuing relationship with you. We do not ask for a contractual option on your future works, but we would like to know of your plans and we hope you will want to offer further manuscripts to us. 1 Grant of rights You grant and assign to the Press, during the term of copyright, the full and exclusive right to publish, print, distribute and sell this work, or to cause it to 1 be published, printed, distributed or sold, throughout the world, in all languages and in all forms, editions and formats. These rights extend to all media or formats now or hereafter known, including, without limitation, print, microform, electronic, digital, optical, magnetic, email or internet transmission, website posting or any type of public display. Further, such rights extend to all versions and editions of the work, including original, condensed, translated, adapted, updated, revised or abridged versions. You also grant permission for us excerpts and selections from the media or format, not exceeding without charge or royalty, for the promoting sales of the work. to reproduce work, in any 1000 words, purposes of You further grant us such other rights as may appear in this agreement, including the right to use your name and likeness or photograph for the purposes of promotion and advertising. The following wording will be used for the copyright notice: Copyright © . 2 Agreement to publish We agree to publish the work at our own expense, except as may be specifically provided elsewhere in this agreement. We undertake to do so as soon as practical after receipt of the final and complete manuscript and its formal approval (if this has not yet been given) by our Editorial Board (a committee of faculty members appointed by the University of Manitoba) or its delegates. We shall publish your work in the form we think most suitable and shall promote and sell it to the best of our ability in such manner (including price, title, date of publication, discounts, type of advertising, and number and distribution of free copies) as we think best meets the requirements of the market and potential readers. In so doing we undertake to consult with you. 3 Warranties, undertakings and indemnities You warrant that you are the sole owner of all the rights granted by you in the work, and have the full power to make this agreement and have not previously assigned, licensed or otherwise granted these rights. You undertake that the work: A / is original to you, except for any copyrighted material of others incorporated in the work, and has not previously been published in any form; B / does not infringe the copyright or other proprietary right of any other person; C / contains no libelous, defamatory or other unlawful matter; D / makes no improper invasion of the privacy or other personal rights of anyone. You also undertake that: E / all statements in the work purporting to be facts are true and any formula, instruction or recipe therein is correct and will not be injurious to the reader; F / you will advise us of any statements in the work that might be construed as libelous, defamatory or otherwise unlawful; G / you will advise us of any material, either text or illustration, the rights for which are controlled by others. Where necessary you will obtain, prior to publication and at your expense, permission in writing from the owner of copyright in that material for its publication in the work by us in the contemplated edition and 2 in all subsequent editions. Alternatively, you will reimburse us promptly for any fees paid by us for use of such copyright material. In the unlikely event of any claim, action or proceeding based upon an alleged violation of any of these warranties, we shall have the right to defend the same through counsel of our own choosing. We shall notify you promptly and consult with you on the course of action, although all final determinations respecting the course of action (including settlement) are ours. You agree to pay all costs and damages (including solicitor and client costs) that, as a result of any such claim, action or proceeding, may be sustained by us or by any seller of the work or licensee of a subsidiary right in the work. We may, pending a settlement, withhold payments of reasonable amounts due to you under this or any other agreement between us. Your indemnity will not apply to any matter not contained in your original manuscript, or to any revisions to it which you have not personally written or approved. These warranties and indemnities shall survive the termination of this agreement. 4 Copyright We agree to take all necessary steps to ensure copyright protection for the work, and to print a copyright notice in each copy of the work which we publish as required to obtain protection under the Universal Copyright Convention. We may also provide copyright protection for forms of publication other than print, including computerreadable forms. If we sell rights of licences as provided under this agreement, we shall require the purchaser to make this same undertaking in writing, so that your rights will be fully protected. If any right covered by this agreement is infringed, the first of us to learn of the infringement will inform the other. You will have the right to join us in bringing suit, and will then share equally in the expenses of the action and in any sums recovered from it. We shall not be required to bring suit, however, nor shall you. If either of us declines to participate in a suit the other may proceed, bearing all expenses and retaining all sums recovered. 5 The manuscript You agree to provide us with one copy of the finished manuscript, satisfactory in form and content to us and to our Editorial Board. It is possible that we or the Editorial Board may require substantive revision of the manuscript (for example, to meet recognized scholarly criteria, or to avoid including material that infringes rights or may be libelous or otherwise unlawful). Should you be unwilling or fail to make any such revisions, we shall have the right to terminate this agreement by notice in writing. FORM: The finished manuscript will be typed, double spaced throughout (including extracts, tables, notes, bibliography and other matter), on standard-sized paper of good quality, with ample margins, and easily legible. Notes will be typed at the end of the manuscript separately. We are not liable for the loss or damage to any draft or to the finished manuscript, and therefore we recommend that you retain a duplicate copy of such materials. ILLUSTRATIONS: Photographs, maps, charts, drawings and other illustrative material should be in a form suitable for reproduction, prepared according to specifications on which we have agreed. If you cannot or are unable to provide the maps we have agreed to include in your book, we will commission these maps to be prepared and charge the costs incurred against your future royalties. REVISION: If in our opinion the finished manuscript needs to be revised or retyped, or illustrations redrawn or otherwise adapted, you will have the option of revising the material or commissioning us to have it revised. If the second course is followed, unless agreement is reached to the contrary any costs incurred in the revision will be charged against your future royalties. DESCRIPTION: The manuscript as submitted to us will consist of approximately text pages. In any revision which may be undertaken before the work goes into production, you agree not to add to the length of the manuscript or the number of illustrations without our agreement. 6 Delivery You agree to deliver the manuscript, complete for editing by . You also agree to provide then written evidence of any permission required to include text or illustrations, the copyrights of which are controlled by others. 7 Optional forms of manuscript preparation You agree to provide, within two months of receipt from us of the final copy-edited manuscript, the final text of the work in machine-readable form, compatible with our systems and prepared to specifications determined in agreement with our 3 technical staff. It is understood that this final form will incorporate any editorial revisions that we may suggest and that you have approved, together with any changes in the work required for conformity to our preferred style in spelling, capitalization, punctuation and similar matters. You undertake further that you will not make any changes in the text of this final form which we have not previously approved. You will also provide a double-spaced printout of this final form so that we may indicate on it typographic instructions to the typesetter. We recommend that you retain a backup copy, on disc or tape, of the final machine-readable form in case of loss or damage to the copy sent to us. Following receipt of the work in machine-readable form, the provisions for proofreading, changes in proof and preparation of the index set out below pertain. 8 Damage and insurance We agree to take the same care of any manuscript, illustration, or other material that you place in our hands as we would of our own property. You must retain a duplicate copy of the manuscript for your own protection. We shall recognize responsibility only for the cost of retyping a manuscript or replacing photographic prints. Unless you specifically request their return, we may, after publication of the work, dispose of the original manuscript and proofs. 9 Editing We reserve the right to make such editorial revisions as in our opinion may be necessary to make the work suitable for publication. These may include revisions for the sake of consistency of style, correction of grammar or spelling, or greater readability. STYLE: Unless we agree to a specific request from you as to spelling, capitalization, punctuation and typographic style, and unless your manuscript consistently follows that preference in style, we are authorized to make the manuscript conform to the style in these matters that we feel is most appropriate. (We normally follow the principles of The Chicago Manual of Style and the preferred spelling of The Gage Canadian Dictionary.) CONTENT: We undertake that no changes affecting content will be made without your express approval, provided that you will not unreasonably withhold approval of changes made to avoid the possibility of infringing copyrights or violating laws relating to libel, obscenity, invasion of privacy or other applicable law. You will be shown the copyedited manuscript before typesetting begins, and undertake to make any changes then rather than later. If you do not return the copy-edited manuscript within an agreed or reasonable time, we shall have the right to cancel this agreement by notice in writing and charge you for costs incurred to that point. Should you wish to undertake what we consider substantial revision of the manuscript at this point, you will be responsible for retyping and proofreading the revised manuscript and for any costs incurred in re-editing a substantially revised manuscript. It is understood that in returning the copy-edited manuscript you approve it for setting except for any suggested changes in content which you may specifically reject. 10 Proofs We agree to submit galley or page proofs to you, and shall do our best to provide them according to a schedule determined in advance and agreeable to you. You will be responsible for full and careful proofreading. You agree to return the proofs as scheduled, with typographical errors clearly marked. We undertake to send the proofs to you by the speediest and safest manner that is economically practical, and will pay for their return by the same means. If you do not return corrected proofs within thirty days after we have sent them to you, or within an alternative agreed schedule, we shall be free to proceed with the manufacture and publication of the work without waiting for you to return them, making only such corrections as we consider necessary. If because of delay on your part we decide that the proofs must be read and corrected by someone else, the expense incurred will be charged directly to you or to your royalties. 11 Alterations in proof No changes or additions will be made in proof except to correct errors made by the typesetter or by mutual agreement of both parties. We recognize that it may sometimes be necessary to make further changes at this point, and will pay the first $100 of costs of any such changes requested by you and agreed to by us. If you request, and we agree to, further changes that vary from the edited manuscript (which you will have approved before typesetting begins) the cost of making them will be borne by you, and may be charged directly to you or to your royalties. 12 Index If we feel that an index is required, you agree to prepare one and to deliver the copy for it when returning page proofs for correction. The index will be provided electronically on disk. 4 If we feel that an index is required but you choose not to prepare the index yourself, we shall be free to have an index prepared at your expense; any such expenses will be charged against your future royalty payments. 13 Complimentary copies On publication, we shall supply you with complimentary copies of your work in the regular hardcover edition and copies of any paperback edition, whether published simultaneously or subsequently. (If the book is published only in paperback, we shall send you copies of that edition.) These copies are for your personal use. In addition, we shall send complimentary copies to individuals who, in our judgement, will aid the sale of the work. We shall supply the statutory number of copies to the National Library, Ottawa. We shall also provide the requisite complimentary copies to any institution or organization providing financial assistance towards publication of the work. You may purchase additional copies of the work at a 40 percent discount from our suggested retail price, plus postage or shipping charges. As a courtesy, we are pleased to offer you all other books published by the University of Manitoba Press at the same 40 percent discount from the suggested retail price, plus postage or shipping charges. Books purchased at these special discounts are for your own use only, however, and not for resale to students or others. Such orders must be addressed to the marketing manager at our offices with a specific request for an author's 40 percent discount; otherwise they are likely to be processed with regular orders and billed at the normal price. 14 Basic royalties In return for the rights you have granted us, we agree to pay you or your duly authorized representative the following royalties on copies of the work we sell, subject to the provisions of succeeding paragraphs of this agreement. Unless it is otherwise specifically stipulated, all royalties will be calculated as percentages of the list price: A / On all hardcover copies sold (except for the special cases listed below): percent of list price; B / On all paperback copies sold (except for the special cases listed below): percent of list price; C / On bound copies or unbound sheet stock sold by us to another publisher or a book club at a discount of 50 percent or more from the suggested retail price: 5 percent of net proceeds; D / On overstock or other copies sold by us at a special discount of 51 percent or more from the suggested retail price: one-half the normal royalty, except that no royalties will be paid on copies sold at or below manufacturing cost. E / On all electronic copies sold (including those distributed on disk, memory card, CD, DVD, by email, internet, or other similar media): percent of net price; and F / On all print-on-demand copies sold: percent of net proceeds. Both regular sales and sales at special discounts will be counted in the totals in calculating royalties. 15 Royalty-free copies We shall distribute free copies of the work for review and promotional purposes as well as for statutory deposit in national libraries and in acknowledgement of any financial assistance to publication. No royalties will be paid on such copies, or on any furnished to you without charge, or on copies accidentally damaged or destroyed, or on copies returned by buyers to us, or on copies sold at or below manufacturing cost. 16 Royalties from sale or licence of rights In exercising the rights in the work you have granted to us by virtue of Clause 1, we shall have the full and exclusive right to sell or license publication of the work, in whole or in part, by others. We shall also have the exclusive right to grant permission to use material in the work. In exercising these rights we shall keep your interests and concerns in mind, and as appropriate may consult with you. On occasion we may publish, or permit others to publish, excerpts from the work without charge, if in our opinion this will encourage sales. If rights are licensed or permission granted for a fee or royalty, we shall pay you a percentage of the net proceeds as set out below. (The ‘net proceeds’ on which payment will be calculated are the total cash we receive less all reasonable expenses we may incur in pursuit of, or in connection with, the sale or licence, including any commissions payable to an agent. 5 A / If the sale or licence concerns the right to publish (that is, to reproduce and distribute) the work or any portion of it, which may be by agreement with another publisher or a book club which chooses to buy rights rather than bound volumes or unbound sheets, or by agreement with another person or firm which wishes to use the full text or excerpts in a periodical, newspaper, book, compilation, anthology or omnibus volume: per cent of net proceeds. B / If the sale or licence concerns the right to publish the work in translation: per cent of net proceeds. Further, if you request it in writing, we shall stipulate that the translation be approved by you, on the understanding that you will not withhold or delay your approval unreasonably. C / If the sale or licence concerns the right to perform the work, or to adapt it for dramatic, motion picture, sound recording, radio or television performance, or for performance in any other media now or hereafter known, or for publication in an audiovisual form: per cent of net proceeds. D / If the sale or licence concerns any other form of derivative publication or use of the work, including abridgment, condensation, syndication, photocopying, micrographic reproduction, Braille transcriptions, electronic storage, transfer and retrieval, and public display: 50 percent of net proceeds. We shall have the right to license any or all of these rights. 17 Royalty statements and payments We shall provide you with annual statements of royalties earned during each year the work remains in print. Our royalty year ends on 31 March, and we shall mail the statement to you by the next 31 August. At that time we shall make all payments due to you from sale of copies, rights or licences as of the end of the royalty year just ended. Payment will be in Canadian funds, and sales in US funds will be considered at par with sales in Canadian funds. Our books of account (in so far as they relate to the sales and subsidiary rights of the work) shall, upon your request and upon reasonable written notice, be open for periodic inspection at our office (not exceeding once per annum) by a professionally qualified accountant on your behalf at all reasonable times during business hours for the purpose of verifying the accuracy of our payments to you under this agreement. 18 Revised editions If you and we agree that a revised edition is needed, you will supply us with the new material required to keep the work current and to meet the needs of its principal readership. Such new material will be covered by all provisions of this agreement as if it were the same work. If, however, the revision (including abridgement or expansion) requires new composition amounting to 20 percent or more of the original work, the revision will be considered a new work and this agreement will be automatically renewed on the same terms as for the original edition. If we cannot agree as to the need for a revised edition or if for any reason you cannot or choose not to prepare such a revision, or to complete it within a reasonable time, we shall be free to have it prepared by some other competent person and to clear any necessary permissions, charging such editorial costs of revision against royalties you earn from sales of the revised edition, either by a flat fee or by a division of royalties. The work of that person will be recognized in the revised edition. You will be given an opportunity to review all revisions and new materials before publication. 19 Competing works You agree that you will not, without our written consent, write, edit or collaborate in any abridged or other edition of this work or any work of a similar character which might interfere with the sale of the work covered by this agreement. We in turn undertake that such consent will not be withheld unreasonably. 20 Subsidization This agreement may be based on an understanding that financial subsidy will be available to support publication of the work. If this is the case, details are listed immediately below. 21 Special sales Should sales of the work decline to a point where we wish to dispose of all remaining copies by offering them for sale at a discount of 75 percent or more from the current suggested retail price, we shall notify you promptly. You will have the right to purchase within sixty days of notification any such remaining copies at a discount of 75 percent from the current suggested retail price. 22 Out of print If, three years or longer after first publication, we decide that sales do not warrant continued publication of the work, we may declare it out of 6 print and will so advise you in writing to your last known address. At that time, you may terminate this agreement and require us, in writing, to return to you all rights granted to us under this agreement, with the exceptions noted below. You may also so terminate the agreement if we fail to keep the work in print and if we do not, within three months of receiving a written request from you, undertake to issue a new printing within a further nine months or to license a new printing to appear in that time. (The work will be considered “in print” as long as copies are available from us or our licensee for sale through normal retail and wholesale channels in a hardback, paperback, or electronic version.) On termination of this agreement, all rights to the work will revert to you, except that we shall have the right to sell any bound copies or sheets remaining in our hands. Also, any licences previously granted by us will continue in effect and royalties from them will continue to be collected by us and shared with you in accordance with the terms of this agreement. You will have the right, within 60 days of termination of this agreement, to purchase at onethird of the actual cost (including composition) any existing type, negatives or plates for the work, and to purchase at manufacturing cost any bound copies and/or unbound sheets remaining in our hands. If you do not exercise this option within 60 days, we shall have the right to destroy or dispose of any such type, negatives, plates, bound copies or unbound sheets in any way we see fit without payment of royalty. 23 Notices All notices and statements provided for in this agreement shall be in writing. All notices given or made by us to you shall be sent by personal delivery, registered mail, facsimile transmission, or by prepaid courier, to the address at the head of this letter; statements and payments may be sent by regular first-class mail, postage prepaid. All notices from you to us shall be given by personal delivery, registered mail, facsimile transmission, or by prepaid courier, to the Director, University of Manitoba Press, University of Manitoba, 301 St. John’s College ,Winnipeg, Canada R3T 2M5. Either you or we may hereafter, by notice in writing, designate other addresses to which notices, statements and payments may be sent. Mailed notices shall be deemed to have been effectively given five days after the date of their deposit in a regular operating mail depository, properly addressed and with postage prepaid. 24 Governing law This agreement shall be governed by the laws of Canada and the Province of Manitoba, in Canada, as applied to transactions taking place entirely within Manitoba between Manitoba residents. Any action taken relating to this agreement shall be commenced in the Court of Queen's Bench (Winnipeg Centre) of Manitoba. 25 Heirs and assigns This agreement shall be binding upon you and your legal representatives, executors, heirs and assigns, and upon us and our successors and assigns. It is agreed between us that no transfer of this agreement will be binding upon either of us without the advance written consent of the other. 26 Completion This agreement shall be deemed completed only when two copies (or more if required by the nature of the agreement) have been duly completed by you and by us, and we have received one completed copy at our editorial or administrative offices. We will accept delivery of this signed agreement by facsimile or electronic transmission. This agreement has been signed on behalf of the University of Manitoba by an authorized signing officer. If the agreement is satisfactory to you, please sign all copies and return one to us. For the University of Manitoba Date Accepted and agreed to: Date Date S:\Legal\LEGAL OFFICE\Precedents\Website Documents\Signing Policy\UofM Press Agreement - Nov 2013.doc 7