Matthew D. Marquardt, Editor

The following are descriptions of several considerations publishers cannot afford to ignore.


Copyright Ownership
Employee Agreements
Confidentiality and Nondisclosure Agreements

Copyright Ownership

One of the first and most important things any publisher needs to sort out -- and keep sorted out -- with the authors of the works it publishes is copyright ownership. Copyright ownership agreements should be put and kept in writing from the start, and should cover such basic terms as ownership of the work itself and of each of the several distinct rights of copyright (for example, the right to derivative works or adaptations, paperback and movie rights, the right to record or perform written music, or to broadcast recorded music), questions of exclusivity, on both the domestic and international planes. And each of these rights, including the international, gains increasing importance was the world goes on line and international borders begin to fade. Rights vary with the type of work, the date of its creation and first publication, and even the state in which it was created, yet in many cases simple, general forms can be created for use by a given publisher with a variety of authors or authorship entities or arrangements. Several books designed to step authors and publishers through the creation of such documents are available, and many copyright lawyers make basic tailored agreements available for very reasonable fees.

Employee Agreements

You're running a high-tech business -- and what publishing company today isn't? -- and you're finally starting to make ends meet. The key to your profitability is your ideas: ideas that are unique in your industry, that you've worked hard to develop, and that give you the edge over the competition. Unfortunately, your ideas are too big to implement by yourself, and you've had to take on employees. Some of them are trusted employees, who've helped you to make things perfect, helped to make things work.

And now one of them is gone: she's jumped ship, defected to a competitor who started second and hasn't had the ideas it would take to catch up. Until now. Now your employee works for them, and has all your ideas in her head.

What do you do? If you don't have a signed employee agreement in place, the answer may be that you start looking for a new line of work.

Basic employment agreements, covering trade secret protection and insulating you from unfair, defector-based competition, are essential to the livelihood of any business run on ideas. But they have to be in place before the big one jumps. Once that trusted employee is gone, it's too late to shut the door. It should have been shut up front, in writing.

Fortunately, employee agreements are widely available. Like many other types of contracts, some very basic employment agreements are even available, for the do-it-yourselfer who doesn't mind reading, in the self-help legal press. Others are available (usually at reasonable cost) from attorneys.

Employee agreements save money. They can often prevent horrendously costly litigation, and almost always make any litigation which does prove necessary much shorter, less complex, and very much happier for the former employer.

Confidentiality and Non-Disclosure Agreements

Creators of intellectual property -- of works of authorship, inventions, and trademarks -- often seek to protect their rights through the use of Confidentiality and Non-Disclosure Agreements. Such agreements are designed to protect the rights of authors and inventors in works they show to potential publishers or producers, and can be invaluable for both sides, when properly drafted, since they can aid immeasurably in keeping the parties' expectations clear from the start. They may also be very simple documents. Those who are given such agreements to sign should read them carefully before signing, and should make sure any questions or ambiguities are cleared up before putting ink to the paper.

The Editor

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