Contract Review: Natural Solutions Magazine (formerly Alternative Medicine)

A copy of this contract crossed my desk. Someone found the document confusing. No wonder - it is. Let's take a look (and remember, I'm not a lawyer and this isn't legal advice):

General Terms

• "The author warrants that this is an original work and that he/she has violated no laws and no person's rights in writing this article/producing this work and knows of no outstanding copyright restrictions on this work. " I’d want to replace "…he/she has violated no laws and no person’s rights…" with "…he/she has not knowingly violated any laws nor any person’s rights…" What if there is some obscure law in some country (as this contract doesn’t specify the governing language” that you might violate without even realizing it? For example, there are people who have sued for libel in the UK or Canada rather than in the US, because it’s a lot easier for the plaintiff there.


• "The publisher will pay the author within 45 days after acceptance of the final work (after all editing has been completed)." All editing? Some could be done right before the magazine is sent out to the printer, so it sounds like it’s effectively 45 days after publication.


• "All reimbursable costs will be paid after presentation of documentation by the author at the completion of his/her work (copying, document delivery, research services and any international calls must be pre-approved by Publisher)." As work would involve answering any questions from editors, that could mean after publication, and it doesn’t say how long they’ll take to pay. You want them to pay within your credit card grace period of undertaking the expenses.


• "Given time limitations for processing the article, the Publisher may exercise the option to edit and publish the article without review by the author. If the work needs extensive revision, the author has the right to request that his/her byline be removed." What if it doesn’t need “extensive revision,” but they make a few changes that make you look bad? You should have the absolute right to remove your name from the piece if you don’t get to agree to changes.


• "In the event that parts of the story need rewriting or require additional information, the author agrees to rewrite portions of the work to the satisfaction of the editor at no additional compensation." How about a reasonable limitation? Like one additional rewrite? And what if the changes are due to editors changing their minds on the angle or structure of the story after they’ve signed off on what you were going to do? You could have to underwrite their lack of firm decision or clarity.


• "Should the story be unacceptable and the editors deem it cannot be improved with a rewrite, the author will be paid a 'kill' fee of 15 percent of the agreed upon compensation, and the story will not be published." Push to have that mean that the story either did not cover what was originally agreed to or the submitted version was not prepared with typical professional quality. Otherwise, they could change their minds and then say, "Sorry, not acceptable." Why should you get hurt if the problem isn’t your fault?


• "The author will not re-sell said content or sell other content on the same topic using the same angle or sources for six months after agreed publication of said content." On the surface, that’s unreasonable. I could maybe see this if they limited it to directly competing publications, and shortened the period to 60 or maybe 90 days. This says you have to sit on the topic, no matter how timely, even if another outlet is not a competitor at all. And not use the same sources or slant? Too restrictive if it’s in a non-competing pub. But this is also a pretty blatant attempt to set up expectations in the writer that will never be fulfilled, as you'll see in a bit.


• "Given unforeseen circumstances, the final article may be held for publishing at a time or in a publication other than the one assigned. If so, the original due date does not change." That means final editing won’t get done until later, and so your pay drags on.

Assignment and Release of Rights

1. This clause seeks "editorial control with respect to content and suitability of this article for publication" and notes that the publisher has the last word on editorial. In other words, if they make a decision that is going to make you look bad or foolish, you have no recourse.


2. "I convey to InnerDoorway the exclusive license to publish the article, worldwide, in print media (including, but not limited to, InnerDoorway’s publication, Alternative Medicine), in any electronic media authorized by InnerDoorway, and in reprints published by InnerDoorway. The rights herein granted include the right to use my name, approved biography, credit line, likeness, and any portion of the article in connection with the publication, advertising, and promotion of the article; and to make such other promotional use of the article as InnerDoorway deems necessary." Welcome to the door opening to the land of confusion. They have an exclusive license to print, electronic media, and reprints. That would mean you can’t do a thing with the piece after. The rights in 2 would have to be time limited for you to do anything else with the article. Now take a look at 3.


3. "I agree to wait at least six months after the original publication of the article before allowing any other publication to reprint the article. I shall make best efforts to include the credit line, “Originally appeared in [issue month and year] of Alternative Medicine,” in all reprints not published by InnerDoorway pursuant to this Agreement. I shall not grant rights of any kind to the article to any competitor or imitator of InnerDoorway." Oh, what hooey, as well as hot air. If you've sold exclusive rights, that means you have no rights left to exploit. This makes you think that you keep control of your work, but you don't - and even if you did, they'd want credit for having written a check to you in the first place.


4. "The rights hereby purchased comprise all the rights in the Content of every kind, nature and description, including, without limitation: (a) the actual document; (b) the right to secure copyright and/or patent protection and registration thereon anywhere throughout the world, in our name or otherwise; (c) any and all publication rights therein, in whatever form; (d) the right to use, license, sell or otherwise dispose thereof in any manner and for any purpose InnerDoorway sees fit; and (e) any and all related rights therein." Just when you thought the rights issues were bad, now they're worse. They want the power to register copyright in their name and have absolutely all rights. Sounds like they’re trying to con writers into thinking that it's only a First North American Serial Rights contract when it's as grabby as you can get without asking for work made for hire. But the approach comes across as incredibly sneaky.


5. "In order to induce InnerDoorway to make this purchase, and in consideration thereof, you hereby represent and warrant that: (a) you are the sole creator of the Content; (b) the Content is original and has not heretofore been published; (c) the Content does not infringe upon any statutory copyright, common law right, propriety right, or any other right whatsoever and contain no matter contrary to law; (d) you are the sole owner of the Content and all rights herein conveyed to InnerDoorway; (e) the Content and such rights are in all respects free and clear, and that you have not heretofore made any commitment for the use of the Content; (f) you have obtained all necessary permits and authorizations and complied with all laws and regulations in connection with creating the Content; and (g) you will hold InnerDoorway harmless from any and all claims arising therefrom." If the rights stuff was agreeable (and it seems ridiculous), then I’d modify (c) so that it “does not knowingly infringe,” because there is no limitation of under which laws this can be interpreted, and it's overly broad, as well. And harmless from any and all claims rising therefrom … what? That you have permissions? Or that you promise everything here? What if they add something that is a problem and you get sued? Might you be holding them harmless, meaning that you’re saying you cannot recover damages that they’ve covered? Maybe yes, maybe no, but you can bet that if the situation came up, their lawyers would try to argue that point, and you’d have to go to court, which would mean more money just to get to a point where you might or might not be able to sue to recover what you lost.


6. And just in case you had any other ideas: "InnerDoorway shall have the absolute right and discretion with respect to the Content, without any further compensation to you or without any authorization by you, including, without limitation, the following: (a) to use or not to use the Content or any portion thereof and (b) to use the Content or any portion thereof in conjunction with other material."


7. A reference to the Visual Artists Rights Act of 1990 has to do with visual work and the allowances the law made for an effective set of moral rights - the right to control your work, to get credit, and not to have your professional reputation damaged from the use or misuse of what you created. It doesn't apply to writers, but it does show the publisher's desire to have others sign their rights away.

Overall, an unfavorable contract, I think.