The "Winner's" Publishing Contract

Ok, my legal eagle out here banged together the preliminary contract, which might yet be modified somewhat due to input from those that might wish to participate... and I will post it here in hopes of either general approval by potential contestants, or to garner those aforementioned suggestions.

This IS preliminary, but is our starting point.
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License

This Agreement entered into by and between INNER CITY GAMES DESIGNS and __________________ (AUTHOR). The parties agree as follows:
1. Grant of License. AUTHOR grants INNER CITY GAMES DESIGNS the right to use, during the term and on the conditions set forth in this Agreement, a work of authorship which is a game entitled ___________________________, heretofore referred to as “Work.”
2. Term. This agreement shall last for eighteen (18) months.
3. Right of First Refusal. AUTHOR grants to INNER CITY GAMES DESIGNS the right of first refusal for a relicense of the Work. If AUTHOR intends to relicense the Work, AUTHOR will notify INNER CITY GAMES DESIGNS not less than 30 days prior to the termination of this Agreement that he intends to relicense the Work. Both parties agree that they will negotiate a relicense contract in good faith.
4. Scope. INNER CITY GAMES DESIGNS shall only use the Work for purposes of production of a microgame and related marketing.
5. Royalty. The royalty to be paid to AUTHOR by INNER CITY GAMES DESIGNS for use of the Work shall be as follows:
5.1 AUTHOR is entitled to one time payment of $ 50.00 by check to be mailed by regular mail to AUTHOR’s address listed below when the Work is in its final production version.
5.2 AUTHOR is also entitled to a flat royalty per unit sold of the Work, except for any unit sold or given to AUTHOR as provided in Paragraph 8 as follows: If the Work is determined by INNER CITY GAMES DESIGNS to have a Manufacturer’s Suggested Retail Price of $ 5.95, AUTHOR is entitled to $ 0.10 per unit sold. If the Work is determined to have a Manufacturer’s Suggested Retail price of $ 6.95, AUTHOR is entitled to $ 0.15 per unit sold. If the Work is determined to have a Manufacturer’s Suggested Retail Price of $7.96, AUTHOR is entitled to $0.20 per unit sold.
5.3 AUTHOR is not entitled to any royalty on any unit of the Work that is not sold. Unsold units may be used by INNER CITY GAMES DESIGNS in its sole discretion for advertising, marketing, prizes or similar uses.
6. Reports and payment. INNER CITY GAMES DESIGNS shall provide semi-annual reports to AUTHOR containing the number of units of the Work produced, the number of units of the Work sold, and the number of units of the Work remaining in stock. INNER CITY GAMES DESIGNS will include payment for the royalty calculated in accordance with Paragraph 5 herein with the semi-annual report.
7. Appearance of final product. INNER CITY GAMES DESIGNS will consult with AUTHOR on the appearance, layout, art, and production qualities of the final version of the Work intended for production and sale; however, INNER CITY GAMES DESIGNS shall have the right to determine, in its sole discretion, the final appearance, layout, art, and production qualities of the final version of the Work intended for production and sale.
8. Additional rights of AUTHOR. AUTHOR is entitled to six copies of the final version of the Work for his own use. AUTHOR is also entitled to purchase up to 50 copies of the final version of the Work at the production cost incurred by INNER CITY GAMES DESIGNS. AUTHOR hereby agrees to pay $5.00 shipping in addition to the production cost for each shipment of the final version of the Work purchased by AUTHOR. Copyright for the Work is retained by AUTHOR.
9. INNER CITY GAMES DESIGNS’s duties.
9.1 INNER CITY GAMES DESIGNS shall use the Work only for the purposes authorized in this Agreement.
9.2 INNER CITY GAMES DESIGNS’s use of the Work shall conform to the industry standards.
9.3 INNER CITY GAMES DESIGNS shall accredit authorship of the Work to AUTHOR on the front cover of the Work.
9.4 INNER CITY GAMES DESIGNS guarantees that no less than 100 units of the Work shall be produced and offered for sale through its normal distribution network.
10. Relationship of the Parties. Nothing in the Agreement shall be deemed to constitute a joint venture, INNER CITY GAMES DESIGNS employment or other legal relationship other than that of licensee and licensor.
11. Transfer and Assignment. This Agreement constitutes a personal contract and INNER CITY GAMES DESIGNS shall not transfer or assign this Agreement or any part of this Agreement without AUTHOR’s prior, express, written consent.
12. Trade Secrets/Confidentiality. Both INNER CITY GAMES DESIGNS and AUTHOR may share privileged and confidential information with the other party during the term of this Agreement. Any information that is intended to remain confidential shall be clearly marked or indicated. The recipient shall only distribute such information to those with a “need to know” and shall ensure that all employees or agents maintain the confidentiality of the information received. Both parties agree that monetary damages alone may not be sufficient to compensate a party injured by dissemination of its confidential information and that injunctive or other equitable relief shall be available.
13. Failure of AUTHOR to Maintain Exclusivity. Sale or relicense of Work by AUTHOR for use in any gaming or game-related product during the term of this Agreement, is a serious breach of the Agreement and will result in a forfeiture of the original amount paid. Recognizing that adequate damages to INNER CITY GAMES DESIGNS cannot be calculated for this breach, AUTHOR agrees to pay INNER CITY GAMES DESIGNS liquidated damages in the amount of $500.
14. Indemnification.
14.1 INNER CITY GAMES DESIGNS Indemnification. INNER CITY GAMES DESIGNS shall indemnify, defend and hold harmless AUTHOR from any and all damages, claims, suits or costs relating to INNER CITY GAMES DESIGNS’s product, services, or activities and use or misuse of the Work.
14.2 AUTHOR’s Indemnification. AUTHOR shall indemnify, defend and hold harmless INNER CITY GAMES DESIGNS from any and all damages, claims, suits or costs relating to AUTHOR’s business activities and ownership of, copyright, and entitlement to Work.
15. Miscellaneous
15.1 Entire Agreement. This document constitutes the entire agreement between the parties, all oral agreements being merged herein, and supersedes all prior representations.
15.2 Amendment. The provisions of this Agreement may be modified at any time by agreement of the parties. Any such agreement hereafter made shall be ineffective to modify this Agreement in any respect unless in writing and signed by the parties against whom enforcement of the modification or discharge sought.
15.3 Succession. Subject to the provisions otherwise contained in this Agreement, this Agreement shall inure to the benefit of and be binding on the successors and assigned of the respective parties hereto.
15.4 Notices. Any notice under this Agreement shall be in writing, and any written notice or other document shall be deemed to have been duly given on the date of personal service on the parties or on the fifth business day after mailing, if the document is mailed first class mail addressed to the parties at the addresses set forth below or at the most recent address specified by the addressee through written notice under this provision.
16. Attorney’s Fees; Prejudgment Interest. If the services of any attorney are required by any party to secure the performance hereof or otherwise upon the breach or default of another party to this Agreement, or the rights or duties of any person, the prevailing party is entitled to reasonable attorneys fees, costs and other expenses, in addition to any other relief to which such party may be entitled. Any award of damages following judicial remedy or arbitration as a result of the breach of the Agreement or any of its provisions shall include an award of prejudgment interest from the date of the breach of the Agreement at the maximum amount of interest allowed by law.
17. Counter Parts. This Agreement may be executed in any number of counterparts with the same effect as if the parties had all signed the same document. All counterparts shall be construed together and shall constitute one agreement. If the parties sign on different dates, this agreement is effective on the date that AUTHOR signs.
18. Governing Law. The rights and obligations of the parties and the interpretation and performance of this Agreement shall be governed by the law of Illinois, including its conflict of laws rules.
19. Severability. If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, such provision shall be deemed to be treated to reflect as nearly as possible the original intentions of the parties in accordance with applicable Law, and the remainder of this Agreement shall remain in full force and effect as if the Agreement had been entered into without the invalid provision.
20. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall whenever possible be cumulative with all other remedies at law or in equity.

IN WITNESS WHEREOF, the parties have signed this Agreement on the date indicated below:

___________________________ _________________________
AUTHOR INNER CITY GAMES DESIGNS

___________________________ 36460 N US Hwy 45

___________________________ Lake Villa, IL 60046

Date_______________________ Date______________________
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Those harboring thoughts about workking with us may also infer that this is a fairly standard form of one of our contracts... although royalty and up-front amounts do vary by game.

Ply me with questions, chide me for my inadequacies... its all here for that purpose gang.

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