Memorandum of Agreement

 

made this 17 day of March 1998 between

 

Eric Rasmusen

Indiana University

Department of Business Economics and public Policy

School of Business

10th St. and Fee Lane

Bloomington, Indiana 47405

USA

 

(hereinafter referred to as the Editor, which expression shall, where the context admits, include the Editor’s executors, administrators and assigns) of the one part, and Blackwell Publishers Limited, 108 Cowley Road, Oxford OX4 1JF, United Kingdom (hereinafter referred to as the Publishers), for themselves, their successors in business and assigns, of the other part.  Whereby it is mutually agreed between the parties hereto as follows.

 

  1. The Editor agrees to edit an original work at present entitled

 

Readings in Games and Information

 

(hereinafter referred to as the work) consisting of between 300 and 350 pages (120,000 – 140,000 words) when set in type, including all footnotes, references, bibliography, appendices and index.  It is agreed that the level and content of the work shall be suitable for and shall meet the needs of:  undergraduate and graduate students taking courses in game theory economics

 

  1. The Editor undertakes to deliver/has delivered two copies of the complete typescript of the work (which shall include the title page, preface if any, foreword if any, acknowledgements, table of contents, and complete copy and captions for all illustrations), one of which may after consultation between the parties hereto be in disk or other electronic form, which shall include good quality photocopies of all he material to be reprinted in the work, in a condition ready for preparation for production by September 1999.  The Publishers on being supplied by the Editor with an acceptable typescript and the proof sheets being duly revised shall, unless prevented by war, strikes, lock-outs, or other circumstances beyond their control, produce and publish the work at their own risk and expense and with due diligence.

 

Should the Editor neglect to deliver an acceptable typescript by the prescribed date the Publishers may, if they think fit, decline to publish the work in which case this Agreement shall be terminated and any sums paid to the Editor under the provisions of this Agreement shall be repaid by the Editor to the Publishers subject to the condition that the Editor shall not be at liberty to publish the work elsewhere without first offering it to the Publishers on the terms of this Agreement.

 

Should the Editor deliver a typescript of a wordage in excess of the maximum specified in clause 1 hereof the Publishers shall have the right to require the Editor to reduce the wordage to the specified maximum.

 

The Publishers shall not be held responsible for any accidental loss or damage to the typescript of the work, including illustrations and other material, by fire or otherwise, while it is in their custody or in the course of production other than loss or damage arising from the Publishers’ own negligence.

 

  1. The Publishers shall have the right to edit the typescript of and artwork for the work at their own expense for the purpose of improving its consistency, clarity or suitability for its intended readership provided that the Editor shall have the right to approve all such changes before the typescript is set in proof.  The Editor undertakes to check the copy-edited typescript and to return it to the Publishers within two weeks of receiving it.

 

The Editor undertakes to read and to check the proofs of the work at his or her expense and o return them to the Publishers within twenty-eight days of their receipt and to bear the amount, if any, by which the cost of the Editor’s alterations to the text and to artwork, other than to printer’s or artist’s errors, exceeds 7.5% of the cost of composition of the text or the cost of production of the artwork respectively.  If for any reason the Editor is unable to read or to check the proofs then it is agreed that the Publishers shall arrange for the same at the Editor’s expense and in this event the entire cost of proof corrections to text and artwork shall be borne by the Publisher.

 

If in the opinion of the Publishers an index is required it shall be supplied by the Editor at the Editor’s expense within twenty-eight days of the Editor’s receipt of the first proofs or shall be supplied by the Publishers at the Editor’s expense.

 

All such charges including any local taxes as may fall to the Editor under the provisions of this clause shall either be paid by the Editor to the Publishers or may be deducted by the Publishers from sums that may become due to the Editor under the provisions of this Agreement.

 

  1. It is agreed that the Editor shall provide the Publishers with full and accurate information regarding the source of all copyright material to be included in the work.  The Publishers agree at their own expense to clear permissions for all copyright material to be included in the work.  The Publishers agree to pay copyright permission fees and to deduct them from sums that may become due to the Editor under the provisions providing that the Publishers reserve the right not to include in the work any material for which in their view the copyright fee demanded in unreasonable.  It is further mutually agreed that total copyright fees shall not exceed $6000 and that the Editor shall revise the content of the Work if necessary to remain within this limit.

 

  1. (a)  The Editor hereby warrants to the Publishers and their assigns and licensees that the said work is an original work, has not been published in volume form within the territories covered by this Agreement, that it is in no way whatever a violation of any existing copyright, or of any right of privacy, or other personal, proprietary or statutory right, that it contains nothing obscene, libelous, or defamatory or otherwise unlawful, that all statements contained therein purporting to be fact are to the best of the Editor’s knowledge and belief true, and that the Editor has full power to make this Agreement and will indemnify the Publishers against any loss, injury or damage (including any legal costs or expenses and any compensation costs and disbursements paid by the Publishers in accordance with legal advice to compromise or settle any claim) occasioned to the Publishers in consequence of any claim alleging that the book contains any infringement of copyright or anything of a libelous character or otherwise occasioned to the Publishers inconsequence of any breach of this warranty.  This provision shall survive the termination of this Agreement.

 

(b)    The Publishers reserve the right to insist that the Editor alter the text of the work in such a way as may appear to them appropriate for the purpose of removing any passage that in their view may be considered objectionable or likely to be actionable by law, but any such alteration or removal shall be without prejudice to and shall not affect the Editor’s liability under his or her warranty and indemnity herein contained.

(c)     The Editor’s warranty and indemnity in clause 5(a) hereof shall not prejudice the Editor’s right to benefit from the provisions of any insurance arranged by the Publishers for themselves and their authors and Editors of works published by the Publishers with respect to loss, injury or damage arising from legal action by third parties in connection with the work.

(d)    If in the opinion of the Publishers it is necessary to have the work read for libel or to take legal advice on any aspect of it the Editor and the Publishers shall share equally the cost of legal fees and associated costs arising therefrom.  The Editor shall either pay his or her share of such costs directly to the Publishers, any such payments made by the Publishers being as agent of the Editor, who authorizes the Publishers to make such payments, or the Publishers may deduct any such payments from sums that may become due to the Editor under the provisions of this Agreement.

 

  1. The Publishers shall have the power to take action in the Editor’s name and on the Editor’s behalf in respect of any infringement of the copyright of the work and the net proceeds from any such claim made by the Publishers shall be divided equally between the Editor and the Publishers.

 

  1. The Publishers shall have the entire control of the publication of the work and the design and typography, paper, printing, binding, cover, jacket and embellishments, the manner and extent of advertisement, the number and distribution of free copies for the press, or otherwise, and the price and terms of sale of the first and any subsequent edition shall be in their sole discretion.

 

  1. If in the opinion of the Editor and the Publishers it is necessary to include in the work diagrams or maps and/or other material to illustrate the work it is mutually agreed that unless otherwise mutually agreed the work shall contain such line and photographic illustrations as are included in the material to be reprinted in the work.  If it is further agreed that line and photographic illustrations shall be included in parts of the work written by the Editor then the Editor shall supply the Publishers with artwork ready for reproduction in the case of the former and with good quality black and white glossy originals in the case of the latter and shall be responsible for obtaining and paying for any copyright permissions relating thereto.

 

  1. In consideration of the payments hereinafter mentioned, the Editor hereby grants to the Publishers the sole and exclusive right and license to produce and to publish and themselves to license the work or any abridgement of the work or any part of the work in volume form or electronic or other forms and for the legal term of copyright throughout the world.  The Publishers undertake that every copy of the work whether published by the Publishers or under license from them shall contain on the verso of the title page the following notice:

 

‘Copyright © Editorial matter and organization Eric Rasmusen               ****

 

Where **** is the year of publication.

 

Electronic editions of the work shall contain a similar notice.

 

The Publishers further undertake unless otherwise mutually agreed by the parties hereto to make their best endeavour to secure for the Editor, should the Editor not be a citizen of the European Union as currently or subsequently defined, a term of copyright within the European Union equal to that granted to citizens of the European Union and the protection of moral rights legislation within the European Union equivalent to that afforded to citizens of the European Union.

 

  1. The Editor shall not during the continuance of this Agreement, without the consent of the Publishers which shall not be unreasonably withheld, prepare any work which is an expansion or abridgement of the work or of a nature likely to affect prejudicially the sales of the work.

 

  1. The Publishers agreed to pay to the Editor the following royalties or fees in respect of sales of the work in volume, sheet, or electronic form in the English language during the legal term of copyright.

 

(a)    Of the Publishers’ net receipts* from the sale of copies throughout the world (other than in or for export from the United States of America) except as hereinafter otherwise provided a royalty equal to:

 

hardback edition: 10% royalty

 

the Publishers’ paperback edition:  10% royalty for sales up to 3,000 copies, 13% royalty for sales over 3,000 copies up to 6,000 copies, and 15% royalty for all sales over 6,000 copies.

 

(b)    Of the Publishers’ net receipts from the sale of copies or sheets throughout the world (other than in or for export from the United States of America) at a discount of 40% or more or to the consumer through the medium of mail order, coupon advertising or direct by mail circularization except as hereinafter otherwise provided a royalty equal to:

 

hardback edition: 10% royalty

 

the Publishers’ paperback edition:  10% royalty for sales up to 3,000 copies, 13% royalty for sales over 3,000 copies up to 6,000 copies, and 15% royalty for all sales over 6,000 copies.

 

(c)    Of the net receipts by Blackwell Publishers Incorporated from the sale of copies in or for export from the United States of America except as hereinafter otherwise provided a royalty equal to:

 

hardback edition: 10% royalty

 

the Publishers’ paperback edition:  10% royalty for sales up to 3,000 copies, 13% royalty for sales over 3,000 copies up to 6,000 copies, and 15% royalty for all sales over 6,000 copies.

 

(d)    Of the net receipts by Blackwell Publishers Incorporated from the sale of copies in or for export from the United States of America at a discount of 40% or more or to the consumer through the medium of mail order, coupon advertising or direct by mail circularization a royalty equal to:

 

hardback edition: 10% royalty

 

the Publishers’ paperback edition:  10% royalty for sales up to 3,000 copies, 13% royalty for sales over 3,000 copies up to 6,000 copies, and 15% royalty for all sales over 6,000 copies.

 

(e)    On all fees or royalties received by the Publishers in respect of an edition or editions of the work published in the United States other than by Blackwell Publishers Incorporated or elsewhere overseas except as hereinafter otherwise provided:  50% of the Publishers’ net receipts, save that fees received in consideration of the use of the Publishers typography and artwork shall be expressly excluded from the provisions of this clause.

 

(f)      On all fees or royalties received by the Publishers in respect of an edition or editions of the work published in paperback by other parties: 50% of the Publishers’ net receipts, save that fees received in consideration of the use of the Publishers’ typography and artwork shall be expressly excluded from this clause.

 

(g)    On all copies of the work sold to a book club on a royalty inclusive basis:  10% of the Publishers’ net receipts from such sales.

 

(h)    Of the Publishers’ net receipts on the sale at a special reduced price of an international students’ edition of copies or sheets sold to developing countries: a royalty equal to 5%.

 

(i)      Of the Publishers’ net receipts from the sale of customized editions published by the Publishers: a royalty equal to 10%.  It is agreed that the Editor shall have the right to approve all customized editions of the work published by the Publishers.

 

(j)      Of the Publishers’ net receipts on the sale of the work in electronic formats: a royalty equal to 10%.  Where the work is sold by the Publishers in an electronic format as part of a larger package including other works then the Editor shall receive either a pro-rated share of 10% of the Publishers’ net receipts or a sum or sums to be mutually agreed by the parties hereto.

 

(k)    Of the Publishers’ net receipts from the licensing of the work or parts of the work to be included in course packs for sale or distribution to students in hard copy and/or electronic and/or digital form: 10%.

 

The royalties on sales under clauses 11(a), (b), (c), and (d) hereof shall be 75% of the royalties specified if it is mutually agreed that in order to keep the book in print and circulation as long as possible the Publishers undertake a reprint of 1000 copies or less.

 

No royalties shall be paid on any copies given away for review or other purposes, nor on copies destroyed by fire, water, enemy action, in transit or otherwise, nor upon inspection copies of the work supplied to teachers or lecturers.

 

  1. In consideration of the payment by the Publishers to the Editor of the following proportions of all sums received by them in respect of the undermentioned rights the Editor hereby grants the said rights, insofar as they are not granted by clause 11 hereof, to the Publishers during the continuance of this Agreement.

 

(a)    Serialization prior or subsequent to publication in volume form:  20%.

 

(b)    Translation:  30%.

 

(c)    Dramatization, film, broadcasting or television rights: 50%.

 

(d)    Of royalties received in respect of copies and/or rights sold to book clubs:  50%.

 

(e)    The right to produce or to reproduce the work or any part thereof in books, periodicals or by film micrography, photocopying, or by gramophone records or in Braille editions for the blind, or in tape form, or by any means or other contrivance, and the right to store the work or any part thereof in a retrieval system and to transmit the work by electronic or mechanical or other means for the purposes of digest, anthology, picturization or otherwise:  10% of the net proceeds.

 

It is agreed that unless otherwise mutually agreed that the copying of the work or of parts of the work for inclusion in course packs shall be excluded from the provisions of this clause.

 

(f)      On copies of a foreign language co-edition of the work sold on a royalty inclusive basis to a foreign language co-Publisher:  7.5%.

 

(g)    Of royalties received in respect of foreign language copies of the work sold to a foreign language co-Publisher on a royalty exclusive basis:  25%.

 

(h)    Of royalties received in respect of customized editions of the work published other than by the Publishers or Blackwell Publishers Incorporated: 50%.  It is agreed that the Editor shall have the right to approve all such customized editions.

 

Income from the sale of rights not covered by this Agreement shall be divided between the Publishers and the Editor in proportions to be mutually agreed by the parties hereto.

 

Note that it is agreed that where under clauses 11 and 12 hereof Blackwell Publishers Incorporated shall have sold copies of or rights in the work on behalf of the Publishers all sums that may become due to the Editor with respect to such sales shall be paid in full less any local taxes as if the sales had been made direct by the Publishers.

 

  1. The Editor agrees to revise the work and the index when requested in writing by the Publishers to do so and from time to time to supply any matter that may be required to keep the work up to date and such revisions, additions or changes shall be deemed as being part of the work and paid for by the royalties herein provided.  In the event of the Editor neglecting or being unable for any reason to revise the work or to supply matter where needed the Publishers may appoint some other person to revise the work or to supply matter and may deduct the expense thereof from sums that may become due to the Editor under the provisions of this Agreement.

 

  1. If in the Publishers’ opinion a new edition is necessary or desirable it is agreed that unless otherwise mutually agreed any new edition shall be considered as a new book and shall be published according to the terms and provisions of a new Agreement to be exchanged between the parties hereto, such terms and provisions to be not less favourable to the Editor other than by mutual Agreement than the terms and provisions of this Agreement.

 

  1. The Editor shall be entitled to receive on publication six presentation copies of the Publishers’ edition of the work.  The Editor shall further have the right to purchase at a discount of 35% from the published price copies for personal use but not for resale of any work published by the Publishers and currently in print, provided that all such purchases including purchases of the work shall be paid for in advance by the Editor.  The Editor shall have the right to receive one presentation copy of any electronic version of the work published by the Publishers and of any composite electronic package published by the Publishers in which work forms 25% or more of the content of such a package.

 

  1. The Publishers shall deliver to the Editor not later than the 31st day of March each year a statement of the number of copies sold during the year to the preceding 31st day of December of any edition that shall have been published by the Publishers and all sums due to the Editor under the provisions of this Agreement shall be paid to the Editor on the 31st day of March in the year immediately following provided, however, that no account need be submitted nor payment made in respect of any year in which the sum due is less than ₤25 in which case the amount will be carried forward to the next accounting date.  The Publishers reserve the right to establish a reasonable reserve for returns and to reduce the amount payable to the Editor under clause 11 hereof by a maximum of 20% during the first four years after publication of the work or of any new edition of the work.

 

  1. The Publishers shall not less than two years after first publication be entitled to sell any surplus stock as remainder at the best price such remainder stock will fetch.  If that price is more than 15% of the published price at that time the Publishers shall pay to the Editor 10% of the amount realized by such sales and this shall be in lieu of other royalties.  The Publishers shall give the Editor the first option of purchasing the remainder stock at 14.5% of the published price at that time.  Such option shall be deemed to have been given if the Publishers post to the Editor at his or her last known address an offer of such remainder stock and this offer shall be deemed to have been refused if no reply is received by the Publishers within eight weeks after posting such an offer and the Publishers shall then be free to dispose of unsold stock as they think fit.

 

  1. If (a) the Publishers fail to fulfill or to comply with any of the provisions of this Agreement within one month after receipt of written notification from the Editor of such failure of if (b) an order is made or an effective resolution passed for the liquidation of the Publishers other than a voluntary liquidation for the purpose of reconstruction only or if (c) after the work is out of print or unavailable from the Publishers in any form the Publishers have not within one year of a written request from the Editor issued a new edition or impression or electronic or other version of the work then or in any of these events this Agreement shall automatically determine and the Editor shall be free to license any other person to print and to publish the work notwithstanding anything to the contrary contained or implied in any part of this Agreement but without prejudice to all rights of the Publishers, the Editor or any third party in respect of any Agreement properly entered into by the Publishers with any such third party.  The use of the Publishers’ typography and artwork shall be expressly excluded from the provisions of this clause.  The condition as outlined in (c) of this clause shall be deemed not to apply if the work is available from the Publishers in electronic form.  The use of software employed in electronic editions of the work which has been either produced by the Publishers or licensed by them from third parties shall be expressly excluded from the provisions of this clause.

 

  1. This Agreement shall be interpreted according to the Laws of England and the parties hereto agree to submit to the jurisdiction of the English courts.

 

  1. If any difference shall arise between the Editor and the Publishers touching the meaning of this Agreement, or the rights and liabilities of the parties thereto, the same shall be referred to the arbitration of their mutually agreed umpire in accordance with the provisions of the Arbitration Act 1950 or any amending or substituted statute for the time being in force.

 

  1. This Agreement contains no ‘option’ clause and places no obligation on the Editor to offer to the Publishers his or her subsequent works.  The Publishers hope that the nature of the way in which they fulfill their obligations to the Editor will encourage the Editor to offer his or her future works to them for publication.

 

  1. It is agreed in cases of joint authorship unless otherwise mutually agreed by the parties hereto that all sums that may become due to the Editor under the provisions of this Agreement shall be divided by the Publishers and paid separately in equal parts to each of the joint Editors.