17. Обе стороны согласны, что в случае, если сумма, причитающаяся «Копексу» от продажи указанной книги, превзойдет тридцать пять тысяч (35.000 долларов) за один календарный год после 1967 года, то издательство «Харпер энд Роу» распределит выплату сверхприбылей так, чтобы после 1967 года «Копекс» получал ежегодно не более 35.000 долларов.
18. Это Соглашение должно быть интерпретировано и осуществлено как полная продажа прав, а не как лицензия на издание.
19. Все права, не гарантированные особо для издательства «Харпер энд Роу» в данном Соглашении или в предварительном Меморандуме о Соглашении, зарезервированы за «Копексом».
20. Настоящий документ является полным Соглашением между двумя сторонами, и ни один пункт его не может быть изменен иначе, как в письменном виде и с согласия обеих сторон.
21. Это Соглашение будет интерпретировано с точки зрения законов штата Нью-Йорк, независимо от места его подписания или исполнения.
В подтверждение сего стороны надлежащим образом оформили данное Соглашение в день и год, обозначенные выше.
«Копекс» «Харпер энд Роу»
280
2
POWER OF ATTORNEY
I, Svetlana Allilueva, do hereby and convey, jointly and severally, to my lawyers,
Edward S. Grecnbaum and
Alan U. Schwartz my power of attorney with power of substitution, thereby authorizing and empowering each of them to act for me in all immigration matters concerning the immigration Jaws, rules, and regulations of all countries throughout the world before any and ail governmental or administrative authorities, agencies, departments or other bodies which may be concerned with such matters.
March 29, 1967 SVETLANA ALLILUEVA
281
3
POWER OF ATTORNEY
I, Svetiana Allilueva, do hereby grant and convey, jointly and severally, to my lawyers,
Edward S. Greenbaum and
Alan U. Schwartz my power of attorney with power of substitution, thereby authorizing and empowering each of them to act for me and to negotiate, execute and modify agreements on my behalf in all matters pertaining to the sale, lease, licence or other exploitation of any and all rights throughout the world in and to books, articles or other literary material written or to be written by me in all media, including, but without limitation, book publication, magazine and newspaper publication, and syndication, and radio, television, dramatic and motion picture uses, and to collect, secure, deposit, invest and pay out monies in connection therewith.
March 29, 1967 Svetlana Allilueva
282
4
ASSIGNMENT
made April 20, 1967, by MRS. SVETLANA ALLILUEVA to COPEX ESTABLISHMENT, Vaduz, Liechtenstein.
WHEREAS, MRS. ALLILUEVA is the author and owner of all rights in an unpublished manuscript entitled "Twenty Letters to a Friend", and
WHEREAS, COPEX ESTABLISHMENT desires to publish or have published such manuscript,
OW, THEREFORE, in consideration of an amount of U.S. 1,500,000.00 (U.S. Dollars One Million Five Hundred Thousand), MRS. ALLILUEVA hereby assigns to COPEX (ESTABLISHMENT all of her right, title and interest throughput the world in and to the above manuscript, including but without limitation, all copyrights therein, both common law and statutory, and any renewals and extensions thereof throughput the world.
The price of U.S. $1,500,000.00 shall be paid as follows: I-a down payment of U.S. $73,875.00 has been made today; l-the balance of U.S. $1,426,125.00 is paid in notes which [have been delivered to MRS. ALLILUEVA today.
IN WITNESS WHEREOF the parties have signed this instrument.
Copex Establishment Mrs. Svetlana Allilueva
283
5
April 14, 1967
Harper Row, Publishers, Inc.
49 East 33rd Street
New York, New York 10016
Re: Manuscript Written by Svetlana Allilueva
Gentlemen:
The following, when signed by us both, shall constitute a Memorandum of Agreement between you and Patientia Establishment, Vaduz ("Patientia") concerning your purchase of certain rights in and to the above-referenced manuscript ("the work"), the Russian version of which is presently in your possession. It is understood and agreed that a more detailed publishing agreement will be entered into at the proper time but until that time this letter will be binding upon both parties.
1. Patientia, the owner of all rights throughout the world in and to the work, hereby sells, grants, conveys, assigns and sets over to you the English language publication rights in and to the work for the United States, its territories and possessions and the Dominion of Canada as follows:
A. Hard Cover Book Rights
B. Paperback and Reprint Rights
C. Book Club Rights
Your exercise of the rights specified in paragraphs В and С above shall be subject to the prior approval of Patientia, which shall not be unreasonably withheld.
2. In consideration of the rights sold to you hereunder you agree as follows:
284
A. То employ, without financial obligation to Patientia, a translator satisfactory to Patientia to prepare an English language translation of the work, which translation shall also be satisfactory to Patientia.
B. To publish the work as quickly as possible after the translation has been completed.
C. То pay to Patientia or its assignee:
(i) TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) as follows:
a) The sum of ONE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($125,000) on execution hereof, receipt of which is hereby acknowledged.
b) The sum of ONE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($125,000) on or about June 5, 1967. (ii) The additional purchase price, if any, to which
Patientia may become entitled pursuant to Schedule A hereof.
3. You are hereby appointed by Patientia as its sole and exclusive agent in connection with the disposition of first and second North American English language serial rights in and to the work. You agree, however, not to negotiate or deal with anyone for the disposition of these rights without the prior approval of Patientia and then only with parties and upon terms agreed to by Patientia. In exchange for your services hereunder you shall receive a commission of ten per cent к 10%) of all sums received by Patientia from the disposition m these rights. The remaining ninety per cent (90%) shall be 'remitted to Patientia within seven (7) days of your receipt [thereof, except that with regard to second serial rights the (provisions hereof shall be subject to Schedule A.
4. You agree not to issue or cause to be issued any initial announcement or initial publicity relating to this agreement, the work or the publication thereof, or its author, until permitted to do so by Patientia.
285
5. All rights not specifically sold, granted, conveyed, assigned and set over to you hereunder are reserved to Patientia. Patientia shall, of course, seek your advice prior to disposing of any reserved publication rights in the work but its decision in connection with such disposition shall be final.
Yours very truly,
Edward S. Greenbaum
Attorney in Fact for
PATIENTIA ESTABLISHMENT, VADUZ
ACCEPTED AND AGREED TO:
HARPER ROW, PUBLISHERS, INC.
286
6
1. Harper Row, Publishers Inc., New York 10016
2. The New York Times, New York 10036
3. Time Inc., New York 10020
Re: Svetlana Allilueva's Twenty Letters to a Friend
Gentlemen:
I As the result of the discussions held over the past week among I the various interested parties and because of the events in Europe, we would like to confirm the following:
1. Harper Row will publish on October 2nd.
2. The New York Times will publish the authorized 30,000-word extract over a two-week period commencing in the Sunday issue of September 10th.
3. Life Magazine will publish the authorized 30,000-word extract in two instalments in the issue of September 12th and 19th, respectively.
14. The New York Times and Life publications will carry a line "These are excerpts from the book Twenty Letters to a Friend, to be published on October 2, 1967 by Harper Row, Publishers Incorporated" and also carry the proper copyright notice.
5. The purchasers of first serial rights outside the United States will be authorized to commence publication September 10, 1967 or such later date as may be feasible.
6. Book publication outside the United States will be authorized on any date beginning September 21st.
Except for the advancement of the publication dates as set forth above, all other terms and conditions of the respective agreements shall remain in full force and effect.
Would you please sign and return the enclosed copy of this letter by messenger, so that we may have a record of everyone's agreement on the new schedule.
Cordially yours,
Maurice С Greenbaum
287
7
AGREEMENT made this 29th day of September, 1967 between HARPER ROW, PUBLISHERS, INCORPORATED, of 49 East 33rd Street, New York 10016 ("HARPER ROW"), and COPEX ESTABLISHMENT, of Vaduz, Liechtenstein, care of Staehelin Giezendanner, 39, Alfred Escher-Strasse, 8027 Zurich, Switzerland ("COPEX").
WHEREAS, Harper Row on April 14, 1967 entered into a Memorandum of Agreement with PATIENTIA ESTABLISHMENT acting as undisclosed agent for Copex, for the purchase of certain rights in a manuscript written by SVETLANA ALLILUEVA; and
WHEREAS, the parties now desire to supplement said agreement with regard to the said rights;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows:
1. Copex hereby sells, conveys, grants, assigns and sets over, to Harper Row, the English language book publication rights in and to a work by Svetlana Allilueva entitled TWENTY LETTERS TO A FRIEND, in the United States of America, its territories and possessions and the Dominion of Canada, TO HAVE AND TO HOLD forever and absolutely for itself, its successors and assigns.
The rights sold and granted are complete and exclusive hard cover book publication rights, paperback and reprint rights and book-club rights in the above stated territory. These rights may be exercised by Harper Row or licensees of Harper Row, during the term of copyright of the said work and any renewal and extensions thereof.
2. Harper Row agrees to submit to Copex, for its prior written approval, any proposed licence of paperback, reprint and book-club rights prior to execution thereof, which approval shall not be unreasonably withheld.
3. The parties agree that the Memorandum of Agreement, consisting of four pages and an additional Schedule of three
288
pages, shall be deemed a part of this agreement as if fully set forth herein, except that "Copex" shall be substituted in every instance for "Patientia''.
4. Harper Row agrees to register copyright in the said work in the name of Copex in the United States of America, and to include in all editions of the said work a copyright notice in the name of Copex in conformity with copyright law of the United States of America, the Universal Copyright Convention and the Berne Convention. Copyright in the English language translation shall be in the name of the translator.
5. Harper Row agrees to act as the agent of Copex in connection with the disposition of first and second North American English language serial rights in and to the said book to the extent Copex requests it to so act. Notwithstanding the extent of the activity of Harper Row on behalf of Copex, it shall receive 10% of the proceeds of such disposition. Copex agrees to notify Harper Row of any negotiations it may conduct for first and second serial publication and for any other publication in any form in whole or in part, prior to the book publication contemplated by this agreement, in order that Harper Row may fully comply with all copyright requirements of the United States of America.
If any registered copyright in the said work or any part thereof shall be procured in the name of any party other than Copex prior to publication of the hard cover edition of Harper Row, Copex agrees to deliver to Harper Row legally recordable assignments of such copyright or copyrights in the name of Copex before the hard cover edition goes to press, except that the terms of this subparagraph shall not apply to translations of the work from the Russian language.
6. Copex further agrees to notify Harper Row of the names of the publishers of all hard cover editions of the work outside the United States of America and of the dates of publication of such editions promptly upon receipt of such information by Copex.
289
7. Copex represents and warrants to Harper Row that it is the sole proprietor of the said work; that the said work is original and does not infringe upon any statutory copyright or upon any common law right, proprietory right, or any other right whatsoever; that the said book contains no matter which is scandalous, obscene, libelous, in violation of any right of privacy, or otherwise contrary to the laws of the territory stated in Paragraph 1 hereof; that Copex is the sole and exclusive owner of the rights herein sold to Harper Row; that it has not previously assigned, pledged or otherwise encumbered the same; and that it has full power to enter into this agreement and to make the sale and other grant herein contained.
Copex agrees to indemnify Harper Row for, and hold it harmless from, any loss, expense (including reasonable attorneys' fees), or damage occasioned by any claim, demand, suit or recovery arising out of any breach of the foregoing warranties as determined by judgement finally sustained. If such claim, demand or suit is successfully defended, it is understood that Copex's indemnity hereunder shall be limited to fifty per cent (50%) of the costs incidental to the defence of such claim, demand or suit.
8. If, in the reasonable opinion of Harper Row, there appears to be substantial risk of liability to third persons or of action against the work by the United States or Canadian governments, and if Copex, upon request by Harper Row, refuses to share equally with Harper Row in the cost (including reasonable attorneys' fees) to be incurred by Harper Row in connection with the elimination of and/or lessening of such risk or, having consented to share equally in such costs, Copex refuses to authorize changes to be made in the manuscript as recommended by Harper Row and/or its representatives, Harper Row, as owner of publication rights, may postpone or cancel publication without further liability to Copex.
Harper Row shall, with reasonable promptness, apprise
290
Copex of any claim, demand or suit and Copex shall fully cooperate in the defense thereof. In the event of any claim, demand or suit Harper Row shall have the right to withhold payments due Copex under the terms of this agreement as security for Copex's obligations as stated herein.
Harper Row shall have the right to extend Copex's representations and warranties contained hereinabove to third parties with whom it makes agreements pursuant to the terms hereof (such as purchasers of subsidiary rights granted to Harper Row herein) and Copex shall be liable thereon to the [same extent as if such representations and warranties were originally made to such third parties. The warranties and indemnities as stated herein shall survive in the event this agreement is terminated. Harper Row shall notify Copex, in writing, of the identity of such third parties and of the nature of the agreements with such third parties.
9. Copex agrees that notwithstanding anything to the contrary contained in the Memorandum of Agreement and Schedule thereto, with regard to all copies of the hard cover book sold at discounts of fifty per cent (50%) or more from Harper Row's suggested list price, the additional purchase price shall be ten per cent (10%) of the amount actually received by Harper Row. Nothing herein contained shall be deemed to reduce the purchase price as stated in the preliminary Memorandum of Agreement and Schedule, with regard to any other copies sold in the regular channels of distribution.
10. Copex agrees that there shall be no purchase price Kayable on copies of the said work used by Harper for promotional purposes or sold by it at a price equal to or below ;he cost of manufacture.
11. If Harper Row makes any sales of the said work by means of direct mail, circular, or coupon advertising, newspapers and periodicals, Copex agrees to accept five per cent (5%) of the retail price thereof as the purchase price payable In such sales in lieu of the price stated in the preliminary Memorandum of Agreement and Schedule.
291
12. Harper Row agrees that semi-annual statements of account as of June 30 and December 31 of each year shall be rendered by mail on October 1 and April 1 accompanied by remittance for respective amounts due thereunder. Such statements shall contain the purchase price due from the sales of said book and the disposition of any subsidiary rights. Should Copex receive an overpayment of purchase price on copies reported sold but subsequently returned, it agrees that Harper Row may either deduct such overpayment from future purchase price due under this agreement or request an immediate return of such overpayment, which return shall be made promptly on receipt of a request therefor made by Harper Row. If, in the opinion of Harper Row, there is a risk of booksellers returning for credit a substantial quantity of unsold copies of the said book, Harper Row may withhold a reasonable reserve to compensate for such returns from the purchase price due Copex. Such reserve may be withheld only for the first three semi-annual accounting periods following the period in which publication of the hard cover book occurs.
13. Copex has delivered to Harper Row the complete manuscript in Russian, which manuscript has been translated into the English language by MRS. PRISCILLA JOHNSON McMILLAN. Both the translator and the translation have been approved by Copex and Harper Row. Harper Row agrees that all editions of the work published by it or licensed by it hereunder shall contain the translation exactly as approved by the parties hereto and without any changes, deletions or alterations thereof. It is further agreed that Copex will use its best efforts to obtain an assignment of copyright to the English language translation from the translator after publication by Harper Row, so that Harper Row may obtain its share of royalties and other revenues received from the use thereof.
14. In case of any infringement of the copyright to the work, Harper Row may, at its discretion, sue or employ such remedies as it deems expedient and if Copex agrees to such suit all such suits or proceedings shall be at the joint expense of both parties, and the net proceeds of any recovery
292
shall be divided equally between them; if the copyright is in the name of Copex, such suit may be instituted by Harper Row in the name of Copex. If Copex refuses to join in an infringement proceeding, the proceeds of recovery shall be the sole property of Harper Row regardless of whether suit is instituted in the name of Copex.
15. Harper Row agrees to give Copex ten (10) copies of the said book without charge. Additional copies may be purchased by Copex at a discount of forty per cent (40%) off the cover price.
16. This agreement may be assigned by either party without the consent of the other party, and its provisions shall bind and inure to the benefit of the parties and to their respective successors and assigns.
17. Both parties agree that in case the purchase price due Copex from the said work shall exceed Thirty-Five Thousand Dollars ($35,000) in any one calendar year after 1967, Harper Row shall apportion the payment or payments of all such excess over a period of years so that there shall not be paid by Harper Row to Copex, in any one year after 1967, an amount which shall exceed $35,000.
18. This agreement is intended as and shall be interpreted as a complete sale of rights and not as a publishing licence.
19. All rights not specifically granted to Harper Row herein or in the preliminary Memorandum of Agreement are reserved to Copex.
20. This is the complete agreement between the parties and it may not be modified or a waiver of any of its terms claimed unless in writing signed by both parties.
21. This agreement shall be interpreted under the laws of the State of New York regardless of the place of execution or performance.
IN WITNESS WHEREOF the parties hereto have duly executed this agreement the day and year first above written.
HARPER ROW, PUBLISHERS,
COPEX ESTABLISHMENT INCORPORATED
OCR и вычитка: Давид Титиевский, октябрь 2008 г.
Библиотека Александра Белоусенко
18. Это Соглашение должно быть интерпретировано и осуществлено как полная продажа прав, а не как лицензия на издание.
19. Все права, не гарантированные особо для издательства «Харпер энд Роу» в данном Соглашении или в предварительном Меморандуме о Соглашении, зарезервированы за «Копексом».
20. Настоящий документ является полным Соглашением между двумя сторонами, и ни один пункт его не может быть изменен иначе, как в письменном виде и с согласия обеих сторон.
21. Это Соглашение будет интерпретировано с точки зрения законов штата Нью-Йорк, независимо от места его подписания или исполнения.
В подтверждение сего стороны надлежащим образом оформили данное Соглашение в день и год, обозначенные выше.
«Копекс» «Харпер энд Роу»
280
2
POWER OF ATTORNEY
I, Svetlana Allilueva, do hereby and convey, jointly and severally, to my lawyers,
Edward S. Grecnbaum and
Alan U. Schwartz my power of attorney with power of substitution, thereby authorizing and empowering each of them to act for me in all immigration matters concerning the immigration Jaws, rules, and regulations of all countries throughout the world before any and ail governmental or administrative authorities, agencies, departments or other bodies which may be concerned with such matters.
March 29, 1967 SVETLANA ALLILUEVA
281
3
POWER OF ATTORNEY
I, Svetiana Allilueva, do hereby grant and convey, jointly and severally, to my lawyers,
Edward S. Greenbaum and
Alan U. Schwartz my power of attorney with power of substitution, thereby authorizing and empowering each of them to act for me and to negotiate, execute and modify agreements on my behalf in all matters pertaining to the sale, lease, licence or other exploitation of any and all rights throughout the world in and to books, articles or other literary material written or to be written by me in all media, including, but without limitation, book publication, magazine and newspaper publication, and syndication, and radio, television, dramatic and motion picture uses, and to collect, secure, deposit, invest and pay out monies in connection therewith.
March 29, 1967 Svetlana Allilueva
282
4
ASSIGNMENT
made April 20, 1967, by MRS. SVETLANA ALLILUEVA to COPEX ESTABLISHMENT, Vaduz, Liechtenstein.
WHEREAS, MRS. ALLILUEVA is the author and owner of all rights in an unpublished manuscript entitled "Twenty Letters to a Friend", and
WHEREAS, COPEX ESTABLISHMENT desires to publish or have published such manuscript,
OW, THEREFORE, in consideration of an amount of U.S. 1,500,000.00 (U.S. Dollars One Million Five Hundred Thousand), MRS. ALLILUEVA hereby assigns to COPEX (ESTABLISHMENT all of her right, title and interest throughput the world in and to the above manuscript, including but without limitation, all copyrights therein, both common law and statutory, and any renewals and extensions thereof throughput the world.
The price of U.S. $1,500,000.00 shall be paid as follows: I-a down payment of U.S. $73,875.00 has been made today; l-the balance of U.S. $1,426,125.00 is paid in notes which [have been delivered to MRS. ALLILUEVA today.
IN WITNESS WHEREOF the parties have signed this instrument.
Copex Establishment Mrs. Svetlana Allilueva
283
5
April 14, 1967
Harper Row, Publishers, Inc.
49 East 33rd Street
New York, New York 10016
Re: Manuscript Written by Svetlana Allilueva
Gentlemen:
The following, when signed by us both, shall constitute a Memorandum of Agreement between you and Patientia Establishment, Vaduz ("Patientia") concerning your purchase of certain rights in and to the above-referenced manuscript ("the work"), the Russian version of which is presently in your possession. It is understood and agreed that a more detailed publishing agreement will be entered into at the proper time but until that time this letter will be binding upon both parties.
1. Patientia, the owner of all rights throughout the world in and to the work, hereby sells, grants, conveys, assigns and sets over to you the English language publication rights in and to the work for the United States, its territories and possessions and the Dominion of Canada as follows:
A. Hard Cover Book Rights
B. Paperback and Reprint Rights
C. Book Club Rights
Your exercise of the rights specified in paragraphs В and С above shall be subject to the prior approval of Patientia, which shall not be unreasonably withheld.
2. In consideration of the rights sold to you hereunder you agree as follows:
284
A. То employ, without financial obligation to Patientia, a translator satisfactory to Patientia to prepare an English language translation of the work, which translation shall also be satisfactory to Patientia.
B. To publish the work as quickly as possible after the translation has been completed.
C. То pay to Patientia or its assignee:
(i) TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) as follows:
a) The sum of ONE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($125,000) on execution hereof, receipt of which is hereby acknowledged.
b) The sum of ONE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($125,000) on or about June 5, 1967. (ii) The additional purchase price, if any, to which
Patientia may become entitled pursuant to Schedule A hereof.
3. You are hereby appointed by Patientia as its sole and exclusive agent in connection with the disposition of first and second North American English language serial rights in and to the work. You agree, however, not to negotiate or deal with anyone for the disposition of these rights without the prior approval of Patientia and then only with parties and upon terms agreed to by Patientia. In exchange for your services hereunder you shall receive a commission of ten per cent к 10%) of all sums received by Patientia from the disposition m these rights. The remaining ninety per cent (90%) shall be 'remitted to Patientia within seven (7) days of your receipt [thereof, except that with regard to second serial rights the (provisions hereof shall be subject to Schedule A.
4. You agree not to issue or cause to be issued any initial announcement or initial publicity relating to this agreement, the work or the publication thereof, or its author, until permitted to do so by Patientia.
285
5. All rights not specifically sold, granted, conveyed, assigned and set over to you hereunder are reserved to Patientia. Patientia shall, of course, seek your advice prior to disposing of any reserved publication rights in the work but its decision in connection with such disposition shall be final.
Yours very truly,
Edward S. Greenbaum
Attorney in Fact for
PATIENTIA ESTABLISHMENT, VADUZ
ACCEPTED AND AGREED TO:
HARPER ROW, PUBLISHERS, INC.
286
6
1. Harper Row, Publishers Inc., New York 10016
2. The New York Times, New York 10036
3. Time Inc., New York 10020
Re: Svetlana Allilueva's Twenty Letters to a Friend
Gentlemen:
I As the result of the discussions held over the past week among I the various interested parties and because of the events in Europe, we would like to confirm the following:
1. Harper Row will publish on October 2nd.
2. The New York Times will publish the authorized 30,000-word extract over a two-week period commencing in the Sunday issue of September 10th.
3. Life Magazine will publish the authorized 30,000-word extract in two instalments in the issue of September 12th and 19th, respectively.
14. The New York Times and Life publications will carry a line "These are excerpts from the book Twenty Letters to a Friend, to be published on October 2, 1967 by Harper Row, Publishers Incorporated" and also carry the proper copyright notice.
5. The purchasers of first serial rights outside the United States will be authorized to commence publication September 10, 1967 or such later date as may be feasible.
6. Book publication outside the United States will be authorized on any date beginning September 21st.
Except for the advancement of the publication dates as set forth above, all other terms and conditions of the respective agreements shall remain in full force and effect.
Would you please sign and return the enclosed copy of this letter by messenger, so that we may have a record of everyone's agreement on the new schedule.
Cordially yours,
Maurice С Greenbaum
287
7
AGREEMENT made this 29th day of September, 1967 between HARPER ROW, PUBLISHERS, INCORPORATED, of 49 East 33rd Street, New York 10016 ("HARPER ROW"), and COPEX ESTABLISHMENT, of Vaduz, Liechtenstein, care of Staehelin Giezendanner, 39, Alfred Escher-Strasse, 8027 Zurich, Switzerland ("COPEX").
WHEREAS, Harper Row on April 14, 1967 entered into a Memorandum of Agreement with PATIENTIA ESTABLISHMENT acting as undisclosed agent for Copex, for the purchase of certain rights in a manuscript written by SVETLANA ALLILUEVA; and
WHEREAS, the parties now desire to supplement said agreement with regard to the said rights;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows:
1. Copex hereby sells, conveys, grants, assigns and sets over, to Harper Row, the English language book publication rights in and to a work by Svetlana Allilueva entitled TWENTY LETTERS TO A FRIEND, in the United States of America, its territories and possessions and the Dominion of Canada, TO HAVE AND TO HOLD forever and absolutely for itself, its successors and assigns.
The rights sold and granted are complete and exclusive hard cover book publication rights, paperback and reprint rights and book-club rights in the above stated territory. These rights may be exercised by Harper Row or licensees of Harper Row, during the term of copyright of the said work and any renewal and extensions thereof.
2. Harper Row agrees to submit to Copex, for its prior written approval, any proposed licence of paperback, reprint and book-club rights prior to execution thereof, which approval shall not be unreasonably withheld.
3. The parties agree that the Memorandum of Agreement, consisting of four pages and an additional Schedule of three
288
pages, shall be deemed a part of this agreement as if fully set forth herein, except that "Copex" shall be substituted in every instance for "Patientia''.
4. Harper Row agrees to register copyright in the said work in the name of Copex in the United States of America, and to include in all editions of the said work a copyright notice in the name of Copex in conformity with copyright law of the United States of America, the Universal Copyright Convention and the Berne Convention. Copyright in the English language translation shall be in the name of the translator.
5. Harper Row agrees to act as the agent of Copex in connection with the disposition of first and second North American English language serial rights in and to the said book to the extent Copex requests it to so act. Notwithstanding the extent of the activity of Harper Row on behalf of Copex, it shall receive 10% of the proceeds of such disposition. Copex agrees to notify Harper Row of any negotiations it may conduct for first and second serial publication and for any other publication in any form in whole or in part, prior to the book publication contemplated by this agreement, in order that Harper Row may fully comply with all copyright requirements of the United States of America.
If any registered copyright in the said work or any part thereof shall be procured in the name of any party other than Copex prior to publication of the hard cover edition of Harper Row, Copex agrees to deliver to Harper Row legally recordable assignments of such copyright or copyrights in the name of Copex before the hard cover edition goes to press, except that the terms of this subparagraph shall not apply to translations of the work from the Russian language.
6. Copex further agrees to notify Harper Row of the names of the publishers of all hard cover editions of the work outside the United States of America and of the dates of publication of such editions promptly upon receipt of such information by Copex.
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7. Copex represents and warrants to Harper Row that it is the sole proprietor of the said work; that the said work is original and does not infringe upon any statutory copyright or upon any common law right, proprietory right, or any other right whatsoever; that the said book contains no matter which is scandalous, obscene, libelous, in violation of any right of privacy, or otherwise contrary to the laws of the territory stated in Paragraph 1 hereof; that Copex is the sole and exclusive owner of the rights herein sold to Harper Row; that it has not previously assigned, pledged or otherwise encumbered the same; and that it has full power to enter into this agreement and to make the sale and other grant herein contained.
Copex agrees to indemnify Harper Row for, and hold it harmless from, any loss, expense (including reasonable attorneys' fees), or damage occasioned by any claim, demand, suit or recovery arising out of any breach of the foregoing warranties as determined by judgement finally sustained. If such claim, demand or suit is successfully defended, it is understood that Copex's indemnity hereunder shall be limited to fifty per cent (50%) of the costs incidental to the defence of such claim, demand or suit.
8. If, in the reasonable opinion of Harper Row, there appears to be substantial risk of liability to third persons or of action against the work by the United States or Canadian governments, and if Copex, upon request by Harper Row, refuses to share equally with Harper Row in the cost (including reasonable attorneys' fees) to be incurred by Harper Row in connection with the elimination of and/or lessening of such risk or, having consented to share equally in such costs, Copex refuses to authorize changes to be made in the manuscript as recommended by Harper Row and/or its representatives, Harper Row, as owner of publication rights, may postpone or cancel publication without further liability to Copex.
Harper Row shall, with reasonable promptness, apprise
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Copex of any claim, demand or suit and Copex shall fully cooperate in the defense thereof. In the event of any claim, demand or suit Harper Row shall have the right to withhold payments due Copex under the terms of this agreement as security for Copex's obligations as stated herein.
Harper Row shall have the right to extend Copex's representations and warranties contained hereinabove to third parties with whom it makes agreements pursuant to the terms hereof (such as purchasers of subsidiary rights granted to Harper Row herein) and Copex shall be liable thereon to the [same extent as if such representations and warranties were originally made to such third parties. The warranties and indemnities as stated herein shall survive in the event this agreement is terminated. Harper Row shall notify Copex, in writing, of the identity of such third parties and of the nature of the agreements with such third parties.
9. Copex agrees that notwithstanding anything to the contrary contained in the Memorandum of Agreement and Schedule thereto, with regard to all copies of the hard cover book sold at discounts of fifty per cent (50%) or more from Harper Row's suggested list price, the additional purchase price shall be ten per cent (10%) of the amount actually received by Harper Row. Nothing herein contained shall be deemed to reduce the purchase price as stated in the preliminary Memorandum of Agreement and Schedule, with regard to any other copies sold in the regular channels of distribution.
10. Copex agrees that there shall be no purchase price Kayable on copies of the said work used by Harper for promotional purposes or sold by it at a price equal to or below ;he cost of manufacture.
11. If Harper Row makes any sales of the said work by means of direct mail, circular, or coupon advertising, newspapers and periodicals, Copex agrees to accept five per cent (5%) of the retail price thereof as the purchase price payable In such sales in lieu of the price stated in the preliminary Memorandum of Agreement and Schedule.
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12. Harper Row agrees that semi-annual statements of account as of June 30 and December 31 of each year shall be rendered by mail on October 1 and April 1 accompanied by remittance for respective amounts due thereunder. Such statements shall contain the purchase price due from the sales of said book and the disposition of any subsidiary rights. Should Copex receive an overpayment of purchase price on copies reported sold but subsequently returned, it agrees that Harper Row may either deduct such overpayment from future purchase price due under this agreement or request an immediate return of such overpayment, which return shall be made promptly on receipt of a request therefor made by Harper Row. If, in the opinion of Harper Row, there is a risk of booksellers returning for credit a substantial quantity of unsold copies of the said book, Harper Row may withhold a reasonable reserve to compensate for such returns from the purchase price due Copex. Such reserve may be withheld only for the first three semi-annual accounting periods following the period in which publication of the hard cover book occurs.
13. Copex has delivered to Harper Row the complete manuscript in Russian, which manuscript has been translated into the English language by MRS. PRISCILLA JOHNSON McMILLAN. Both the translator and the translation have been approved by Copex and Harper Row. Harper Row agrees that all editions of the work published by it or licensed by it hereunder shall contain the translation exactly as approved by the parties hereto and without any changes, deletions or alterations thereof. It is further agreed that Copex will use its best efforts to obtain an assignment of copyright to the English language translation from the translator after publication by Harper Row, so that Harper Row may obtain its share of royalties and other revenues received from the use thereof.
14. In case of any infringement of the copyright to the work, Harper Row may, at its discretion, sue or employ such remedies as it deems expedient and if Copex agrees to such suit all such suits or proceedings shall be at the joint expense of both parties, and the net proceeds of any recovery
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shall be divided equally between them; if the copyright is in the name of Copex, such suit may be instituted by Harper Row in the name of Copex. If Copex refuses to join in an infringement proceeding, the proceeds of recovery shall be the sole property of Harper Row regardless of whether suit is instituted in the name of Copex.
15. Harper Row agrees to give Copex ten (10) copies of the said book without charge. Additional copies may be purchased by Copex at a discount of forty per cent (40%) off the cover price.
16. This agreement may be assigned by either party without the consent of the other party, and its provisions shall bind and inure to the benefit of the parties and to their respective successors and assigns.
17. Both parties agree that in case the purchase price due Copex from the said work shall exceed Thirty-Five Thousand Dollars ($35,000) in any one calendar year after 1967, Harper Row shall apportion the payment or payments of all such excess over a period of years so that there shall not be paid by Harper Row to Copex, in any one year after 1967, an amount which shall exceed $35,000.
18. This agreement is intended as and shall be interpreted as a complete sale of rights and not as a publishing licence.
19. All rights not specifically granted to Harper Row herein or in the preliminary Memorandum of Agreement are reserved to Copex.
20. This is the complete agreement between the parties and it may not be modified or a waiver of any of its terms claimed unless in writing signed by both parties.
21. This agreement shall be interpreted under the laws of the State of New York regardless of the place of execution or performance.
IN WITNESS WHEREOF the parties hereto have duly executed this agreement the day and year first above written.
HARPER ROW, PUBLISHERS,
COPEX ESTABLISHMENT INCORPORATED
OCR и вычитка: Давид Титиевский, октябрь 2008 г.
Библиотека Александра Белоусенко