Model Trade Book Contract

17.

Publisher Right to Legal Review.

Publisher reserves the right to have the Work reviewed by counsel at Publisher's expense. Author shall cooperate in the vetting process and shall make such changes in the Work as are requested by Publisher's counsel, subject to Author's creative expression (as long as the required changes are incorporated). If Author and Publisher's counsel are unable to reasonably agree upon the requested changes, and Publisher determines that it is unable to Publish the Work due to the risks of liability, Author shall return to Publisher any amounts advanced within 60 business days and, upon receipt of such repayment, this Agreement shall terminate. If Publisher's counsel deems changes advisable after first publication, Author shall cooperate with Publisher's counsel in determining the appropriate changes. In no event, however, will Author be required to make any changes that will expose Author to any liability under this Agreement or otherwise. The changes and revisions made pursuant to this Section 17 will not alter or affect the warranties and indemnities contained in this Agreement.

Commentary

Some publishers' standard contracts require the author to pay for a legal review of the manuscript. In the U.S., the publisher will insist on conducting the review with its own lawyers and you should insist that the publisher pay for the review. Regardless of whether the publisher uses in-house or outside legal counsel, this cost should always be borne by the publisher—not you. In the U.K., however, the author often will be required to pay for it.

 

If the publisher insists on the right to delay acceptance of the manuscript until a legal review has been completed, it is important to try to set a time limit on that procedure. A deadline matching the 60-day editorial acceptance period makes sense.