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The Importance of Reversion Clauses in Publishing Contracts
If a contract to publish something you've written doesn't already contain an acceptable reversion clause, it's usually wise before signing to ask that such a clause be added specifying how much time the buyer has to publish your story or novel before all licensed rights revert to you.
For example, when I sold the short story version of Soulsaver to Asimov's in 1983, the contract read, in part, "For the rights granted under this section, the Publisher agrees to pay, upon signing of contract: $XXX.XX."
At my request they agreed to add the following: "and agrees to publish the Work within eighteen (18) months of the date of this contract. Should Publisher fail to publish the Work within the alloted period, all rights herein granted will automatically revert to the Seller and the Seller will be entitled to retain any and all payments made."
Similarly, when I sold the novel version of Soulsaver to Harcourt, this same issue was covered by the following clauses:
"6. PUBLICATION. Within twenty-four (24) months after delivery and acceptance of the final revised manuscript, the Publisher will publish the Work at its own expense, in an edition or editions, at a price or prices, under an imprint or imprints of the Publisher, and in the style and manner the Publisher deems best, and will keep the Work in print as long as it deems expedient."
"8. FAILURE TO PUBLISH. If the Work is not published within the time provided in paragraph 6, unless delayed by force majeure as defined in paragraph 29, the Author may thereafter request the Publisher by written notice, sent certified mail, return receipt requested, to the address of the Publisher first above given (attention: General Counsel, Harcourt Brace & Company), to publish the Work within twelve (12) months after the Publisher's receipt of the author's request. If, after receipt of such notice, the Publisher fails to publish the Work within such period, this Agreement will terminate at the end of such period, all rights granted to the Publisher herein will revert to the Author on the effective date of termination without further obligation or liability on the part of the Publisher, and the author will have the right to retain any advances previously paid, but will be entitled to no other compensation, remedy, or damages."
How much time you grant the buyer to publish your work is always negotiable and strictly up to you, though, clearly it should be a length of time both author and publisher can agree upon as reasonable.
In the case of Asimov's, for example, I initially offered twelve months, but when then-editor Shawna McCarthy explained that because of the magazine's production schedule they needed at least eighteen months, although she believed the story would probably be published sooner than that, I saw no problem in accepting what seemed to me a reasonable counter-request.
Harcourt's production schedule normally requires more time than Asimov's. Again, the explanation and time requested seemed reasonable, and therefore acceptable, to me.
The important thing is that, regardless of whether it's twelve months or twelve years, it be a specifically defined, limited amount of time. If there is not a set "expiration date," the buyer could, legally, never publish your work and you would never be able to recover your rights to it or resell it.
According to articles on publishing contracts which appeared in the SFWA Bulletin awhile back, precisely this has happened to any number of writers, including names in the field, at one time or another.
What circumstances could possibly cause this to happen?
1) The publisher could go out of business without having yet published your work.
2) The editor who bought your work could leave the publisher and the new editor could find your work little to his liking, but still decide to hold onto it for use as emergency filler, though the need may never arise.
3) The publisher could die and the magazine or publishing house be tied up in litigation by the heirs for decades.
4) The publisher or his heirs could, conceivably, not give a rat's ass about you or the fate of your story and not publish it or revert the rights to you, simply because they're not legally obligated to do so.
In any of these situations, in the absence of such a reversion clause the publisher could legally continue to hold on to your story forever, thus preventing you from ever selling and publishing it elsewhere. Ever.
Such a clause also protects you in the case of a publisher who, for whatever reason, may fail to respond to your attempts to communicate with them after the contract is signed, since regardless of whether or not they ever respond, once the agreed upon grace period for publication passes, the contract becomes null and void, and they lose the right to publish your work.
Having such a clause is even more important in the case of contracts that pay on publication, rather than on signing of the contract. Without a specific limitation in the contract as to how long they can hold a story before losing the right to publish it, any of the possibilities enumerated above could potentially become a reality, without, in this case, the author enjoying even the minor solace of at least getting to keep moneys received.
For example, when I sold the short story version of Soulsaver to Asimov's in 1983, the contract read, in part, "For the rights granted under this section, the Publisher agrees to pay, upon signing of contract: $XXX.XX."
At my request they agreed to add the following: "and agrees to publish the Work within eighteen (18) months of the date of this contract. Should Publisher fail to publish the Work within the alloted period, all rights herein granted will automatically revert to the Seller and the Seller will be entitled to retain any and all payments made."
Similarly, when I sold the novel version of Soulsaver to Harcourt, this same issue was covered by the following clauses:
"6. PUBLICATION. Within twenty-four (24) months after delivery and acceptance of the final revised manuscript, the Publisher will publish the Work at its own expense, in an edition or editions, at a price or prices, under an imprint or imprints of the Publisher, and in the style and manner the Publisher deems best, and will keep the Work in print as long as it deems expedient."
"8. FAILURE TO PUBLISH. If the Work is not published within the time provided in paragraph 6, unless delayed by force majeure as defined in paragraph 29, the Author may thereafter request the Publisher by written notice, sent certified mail, return receipt requested, to the address of the Publisher first above given (attention: General Counsel, Harcourt Brace & Company), to publish the Work within twelve (12) months after the Publisher's receipt of the author's request. If, after receipt of such notice, the Publisher fails to publish the Work within such period, this Agreement will terminate at the end of such period, all rights granted to the Publisher herein will revert to the Author on the effective date of termination without further obligation or liability on the part of the Publisher, and the author will have the right to retain any advances previously paid, but will be entitled to no other compensation, remedy, or damages."
How much time you grant the buyer to publish your work is always negotiable and strictly up to you, though, clearly it should be a length of time both author and publisher can agree upon as reasonable.
In the case of Asimov's, for example, I initially offered twelve months, but when then-editor Shawna McCarthy explained that because of the magazine's production schedule they needed at least eighteen months, although she believed the story would probably be published sooner than that, I saw no problem in accepting what seemed to me a reasonable counter-request.
Harcourt's production schedule normally requires more time than Asimov's. Again, the explanation and time requested seemed reasonable, and therefore acceptable, to me.
The important thing is that, regardless of whether it's twelve months or twelve years, it be a specifically defined, limited amount of time. If there is not a set "expiration date," the buyer could, legally, never publish your work and you would never be able to recover your rights to it or resell it.
According to articles on publishing contracts which appeared in the SFWA Bulletin awhile back, precisely this has happened to any number of writers, including names in the field, at one time or another.
What circumstances could possibly cause this to happen?
1) The publisher could go out of business without having yet published your work.
2) The editor who bought your work could leave the publisher and the new editor could find your work little to his liking, but still decide to hold onto it for use as emergency filler, though the need may never arise.
3) The publisher could die and the magazine or publishing house be tied up in litigation by the heirs for decades.
4) The publisher or his heirs could, conceivably, not give a rat's ass about you or the fate of your story and not publish it or revert the rights to you, simply because they're not legally obligated to do so.
In any of these situations, in the absence of such a reversion clause the publisher could legally continue to hold on to your story forever, thus preventing you from ever selling and publishing it elsewhere. Ever.
Such a clause also protects you in the case of a publisher who, for whatever reason, may fail to respond to your attempts to communicate with them after the contract is signed, since regardless of whether or not they ever respond, once the agreed upon grace period for publication passes, the contract becomes null and void, and they lose the right to publish your work.
Having such a clause is even more important in the case of contracts that pay on publication, rather than on signing of the contract. Without a specific limitation in the contract as to how long they can hold a story before losing the right to publish it, any of the possibilities enumerated above could potentially become a reality, without, in this case, the author enjoying even the minor solace of at least getting to keep moneys received.