Phoenix House Author Agreement

Parties

Publisher: Foundation Networks Pty Ltd (ABN 83 633 580 588) trading as Curated Word of 2B Mercer Road, Armadale, 3143 (The Publisher, We, Us)

AND

Author: [Full legal name] of [address] (The Author, You)

Date: [ ]

Background

A. The Publisher operates the Phoenix imprint, which publishes contemporary retellings of literary works in the public domain.

B. The Author was selected through the Phoenix Prize competition, and the Publisher wishes to commission the Author to write a retelling of the Source Text.

C. The Author agrees to write the Work on the terms of this Agreement, including the assignment of copyright in clause 5.

1. Definitions

Acceptance — the Publisher's written notice under clause 4.4 that the Complete Manuscript is accepted.

Advance — AUD $1,500, payable under clause 6.

Complete Manuscript — the Work in full, meeting the Specification, delivered under clause 4.

Delivery Dates — the dates in Schedule 1.

Net Receipts — all amounts actually received by the Publisher from exploitation of the Work, less

• (a) sales, use, value-added and equivalent taxes;
• (b) refunds, returns and chargebacks;
• (c) amounts retained by third-party retailers, distributors, platforms and aggregators (for example, the retailer's share of a Kindle, Apple Books, Kobo or Audible sale);
• (d) payment processing fees; and
• (e) Shipping and physical fulfilment costs for physical copies.

No other deduction may be made. In particular, no deduction may be made for the Publisher's editorial, production, design, marketing, platform, overhead, staff, AI tooling or general costs.

Publication, and published, mean making the Work commercially available to the general public for purchase or licensed access, in at least one format, under the Phoenix imprint, with each of the following:

• (a) an ISBN or equivalent identifier registered to the Work;
• (b) a complete metadata record, including the Author's credit in the form required by clause 5.6;
• (c) listing through the retail and distribution channels the Publisher ordinarily uses for the Phoenix imprint; and
• (d) inclusion in the Phoenix catalogue and on the Publisher's website.

Making the Work available in a way that does not satisfy each of (a) to (d) is not publication for the purposes of this Agreement.

Source Text — the work identified in Schedule 1, together with the specific public domain edition identified there.

Specification — the description of the Work in Schedule 1, including form, approach, structure and word count.

Work — the literary work commissioned under this Agreement, being the Author's retelling of the Source Text.

2. Commission

2.1 The Publisher commissions the Author, and the Author accepts the commission, to write the Work in accordance with the Specification.

2.2 The Author will write the Work personally. The Author may not subcontract, delegate, or use a ghostwriter, co-writer or research assistant without the Publisher's prior written consent.

2.3 Nothing in this Agreement creates an employment relationship, partnership, or joint venture. The Author is an independent contractor, is responsible for their own tax, and is not entitled to leave, superannuation, or other employment entitlements.

2.4 No exclusivity over the Source Text. The Source Text is in the public domain. Nothing in this Agreement gives the Author any exclusive right in, or any interest in, the Source Text. Subject only to clause 2.5, the Publisher may at any time commission, acquire, publish, and exploit other retellings, adaptations, abridgements or editions of the Source Text, by any other author, without the Author's consent and without any payment to the Author.

2.5 Phoenix window. For three (3) years from first Publication of the Work, the Publisher will not publish another retelling of the Source Text under the Phoenix imprint. This clause does not apply, and the Publisher is entirely unrestricted, where:

• (a) the Work is not published — the window runs from first Publication and never begins if there is none;
• (b) this Agreement is terminated under clause 9, for any reason;
• (c) the Publisher revises, re-edits, abridges, adapts, translates, or reissues the Work itself, including by engaging another writer to do so. The Publisher owns the copyright and clause 5.5 applies. This is not a competing retelling and this clause does not restrict it. Anything published under this paragraph (c) remains exploitation of the Work: clause 7 (Royalty) and clause 5.6 (Attribution) apply to it in full, however little of the Author's text survives the revision;
• (d) the Publisher publishes otherwise than under the Phoenix imprint; or
• (e) the three-year period has expired.

3. The Source Text

3.1 The Publisher has satisfied itself, and warrants to the Author, that the Source Text edition identified in Schedule 1 is in the public domain in Australia.

3.2 The Author must work only from that edition. The Author must not consult, adapt, or draw upon any modern translation, annotated or critical edition, abridgement, introduction, apparatus, or other later editorial material in relation to the Source Text without the Publisher's prior written consent.

3.3 If the Author wishes to consult any secondary or scholarly material, the Author must obtain the Publisher's written consent and keep a record of what was consulted.

4. Writing and delivery

4.1 The Author will deliver, by the Delivery Dates in Schedule 1:

• (a) an outline and the first three chapters
• (b) a draft of not less than half the Work
• (c) the Complete Manuscript and
• (d) reviewed proofs.

4.2 Each delivery must be through the Publisher's platform, in the format the Publisher specifies.

4.3 The Publisher will provide the Author with an editor, editorial feedback on each delivery within twenty-one (21) days, access to the Publisher's platform and AI-assisted authoring tools at no charge, and reasonable support.

4.4 Acceptance. Within thirty (30) days of delivery of the Complete Manuscript the Publisher will notify the Author in writing that it either:

• (a) accepts the Complete Manuscript; or
• (b) requires revisions, specifying in reasonable written detail what is required and why.

If the Publisher does not notify the Author within thirty (30) days, the Complete Manuscript is deemed accepted.

4.5 Revisions. The Author will have sixty (60) days to deliver a revised Complete Manuscript. Clause 4.4 then applies again. The Publisher may require no more than two (2) rounds of revision under this clause.

4.6 The acceptance standard. The Publisher may only decline to accept the Complete Manuscript on the ground that it does not conform to the Specification, or is not of a professional literary standard reasonably expected of a work of its kind. The Publisher must act reasonably and in good faith. Changes in the Publisher's commercial strategy, market conditions, or editorial taste are not grounds for non-acceptance.

4.7 Extensions. The Publisher will grant a reasonable extension, of at least thirty (30) days, where the Author is prevented from meeting a Delivery Date by illness, injury, bereavement, caring responsibilities, or other circumstances beyond the Author's reasonable control, on the Author notifying the Publisher promptly.

5. Copyright

5.1 The Author assigns to the Publisher, absolutely and beneficially, all copyright and all other intellectual property rights in the Work throughout the world, for the full term of copyright including all renewals, revivals, reversions and extensions, in all languages, in all media and formats now known or later devised.

5.2 The assignment in clause 5.1 operates as a present assignment of future copyright in respect of copyright not in existence at the date of this Agreement, and takes effect on the copyright coming into existence.

5.3 The assignment is effective on execution of this Agreement and is not conditional on delivery, Acceptance, publication, or payment of any part of the Advance.

5.4 The Author will, at the Publisher's request and cost, do all things reasonably necessary to give effect to or record the assignment, including executing further documents. The Author irrevocably appoints the Publisher as the Author's attorney for that limited purpose if the Author fails to comply within twenty-one (21) days of a written request.

5.5 Moral rights. The Author's moral rights under Part IX of the Copyright Act 1968 (Cth) cannot be assigned and are not assigned by this Agreement. The Author consents in writing to the following acts or omissions by the Publisher and by any person authorised by the Publisher, whether occurring before or after this consent is given:

• (a) the editing, revision, abridgement, adaptation, translation, and reformatting of the Work;
• (b) the reproduction of the Work in any media, with cover art, apparatus, and marketing material chosen by the Publisher;
• (c) the use of extracts of the Work for promotional purposes;
• (d) attribution of the Author in the form set out in clause 5.6, and the omission of attribution in contexts where it is not customary or practicable, including thumbnails, social posts, advertisements, retailer listings, and search metadata fields that do not accommodate it.

The Author gives this consent genuinely and not under duress, and acknowledges it has been explained to the Author.

5.6 Attribution. Notwithstanding clause 5.5, the Publisher will credit the Author, on the cover, title page, and copyright page of every edition of the Work, and in the ONIX or equivalent metadata record, in the form:

[Title of Work], retold by [Author byline]

This obligation is a material term, survives termination, and binds the Publisher's successors and assigns.

5.7 The Author acknowledges the Publisher may exploit, adapt, sublicense, or assign the Work without further payment other than the Royalty.

6. The Advance

6.1 The Publisher will pay the Author an advance of AUD $1,500 (inclusive of GST if applicable), in two equal instalments:

6.2 Each instalment is payable within fourteen (14) days of its trigger.

6.3 The Advance is recoupable against, and is an advance on account of, the Royalty. No Royalty is payable until the Advance has been fully recouped.

6.4 The Advance is not repayable except as expressly provided in clause 9.

6.5 If the Author is registered for GST, the Advance and Royalty are exclusive of GST and the Publisher will pay GST in addition on receipt of a valid tax invoice.

7. Royalty

7.1 Subject to recoupment of the Advance, the Publisher will pay the Author a royalty of fifteen percent (15%) of Net Receipts from the Publisher's exploitation of the Work in all formats and territories (the "Royalty").

7.2 The Royalty applies to all exploitation of the Work, including print, ebook, audio, subscription, licensing, and any adaptation, revision, or derivative work substantially based on the Work.

Where the Publisher revises, re-edits, or rewrites the Work under clause 2.5(c), including by engaging another writer to do so, the resulting publication remains exploitation of the Work and the Royalty applies to it in full, regardless of how much of the Author's text survives.

If the Publisher wishes to publish a retelling of the Source Text on which no Royalty is payable, it must publish a work independently created and not derived from the Work — in which case that work is not a revision, clause 2.5(c) does not apply to it, and the Phoenix window in clause 2.5 does.

7.3 The Publisher will account to the author quarterly, within sixty (60) days of the end of each period, with a statement showing units, gross receipts, each deduction by category, Net Receipts, recoupment position, and the Royalty payable. Payment accompanies the statement. No minimum payment threshold applies.

7.4 The Author may, at the Author's cost and on thirty (30) days' notice, once in any twelve (12) month period, have an accountant examine the Publisher's records relating to the Work. If the examination discloses an underpayment of more than five percent (5%) for the period examined, the Publisher will pay the reasonable cost of the examination and the shortfall, with interest.

7.5 The Royalty obligation binds the Publisher's successors and assigns. The Publisher will not assign the copyright in the Work without procuring the assignee's written covenant to perform this clause 7 and clause 5.6.

7.6 If the Publisher does not publish. If the Publisher has not first published the Work within eighteen (18) months of Acceptance, then on the Author's written request the Publisher will reassign the copyright in the Work to the Author. The Author keeps the Advance in full, no Royalty is payable, and the Author may exploit the Work freely, subject to the Publisher's right to be named as the commissioning imprint and to the Author not using the Phoenix name or trade marks.

8. Author's warranties and AI

8.1 The Author warrants that:

• (a) the Author is the sole author of the Work and has full power to assign the copyright;
• (b) the Work is original to the Author, save for the Source Text;
• (c) the Work has not been assigned, licensed, or encumbered elsewhere;
• (d) the Work does not infringe any person's copyright, moral rights, or other rights;
• (e) the Work is not defamatory, does not breach any obligation of confidence, and does not invade any person's privacy;
• (f) the Work is substantially the product of the Author's own human authorship, and any use of generative AI is confined to assisting the Author's own composition and has been disclosed to the Publisher under clause 8.3;
• (g) the Author is not bound by any obligation to any institution, employer, or other person that conflicts with this Agreement.

8.2 The Author indemnifies the Publisher against loss reasonably arising from breach of clause 8.1, capped at the total amounts paid to the Author under this Agreement, except in the case of the Author's fraud or wilful breach.

8.3 AI tools. The Publisher provides AI-assisted authoring tools. The Author may use them, and any other generative AI tool the Publisher approves in writing. The Author must:

• (a) use such tools to assist the Author's authorship, not to substitute for it;
• (b) maintain drafting and version records sufficient to demonstrate the Author's authorship, and produce them on request;
• (c) disclose in writing, on delivery of the Complete Manuscript, the nature and extent of AI use in the Work.

8.4 The Author must not use any AI tool other than those provided or approved by the Publisher.

9. Termination for non-delivery or non-acceptance

9.1 Late delivery. Time is not of the essence in respect of the Delivery Dates. If the Author fails to meet a Delivery Date, the Publisher will give written notice and the Author will have sixty (60) days to deliver. Clause 4.7 (extensions) applies.

9.2 Termination for non-delivery. If the Author fails to deliver the Complete (a) the Author fails to deliver the Complete Manuscript within the cure period in clause 9.1; or (b) the Author fails to deliver a revised Complete Manuscript within the period in clause 4.5; or (c) after the Author has had the revision rounds permitted by clause 4.5, the Complete Manuscript still does not, in the Publisher's opinion formed reasonably and in good faith under clause 4.6, conform to the Specification or reach a professional literary standard. Termination under clause 9.2(c) is a decision about the manuscript, not about the Author's effort or good faith, and the Publisher will give written reasons.

9.3 Consequences of termination under clause 9.2. On termination:

• (a) the Publisher retains the copyright assigned under clause 5, including in all partial and draft material delivered;
• (b) the Author must deliver all material written to date;
• (c) no further instalment of the Advance is payable;
• (d) instalments already paid are not repayable, except where the Author has not delivered any material of substance, in which case the Author must repay the amounts paid, in instalments over twelve (12) months if the Author requests;
• (e) the Publisher may commission another writer to complete the Work;
• (f) if the Publisher publishes a work incorporating a substantial part of the Author's delivered material, the Author remains entitled to the Royalty, pro-rated to the proportion of the published work attributable to the Author's material as reasonably determined by the Publisher, and to a proportionate attribution credit;

9.4 Termination for breach. Either party may terminate for the other's material breach not remedied within thirty (30) days of notice.

9.5 Termination for breach of clause 8.1(a), (b) or (f). The Publisher may terminate immediately, retain all rights, recover all Advance instalments paid, and withdraw the Work from sale.

9.6 The Author may not terminate for convenience, and may not withdraw from the commission after execution except by agreement.

9.7 Clauses 5, 7.5, 7.6, 8.2, 9.3, and 12 survive termination.

10. Publisher's obligations

10.1 The Publisher will: provide the editorial support in clause 4.3; make the Advance payments; account and pay the Royalty under clause 7; credit the Author under clause 5.6; and consult the Author in good faith on cover, title and marketing, the final decision resting with the Publisher.

10.2 The Publisher determines the format, price, print run, marketing spend, territories, and all other publishing decisions.

10.3 No promotion obligation. The Publisher gives no commitment as to any level of marketing, advertising, or promotional spend for the Work, and the Author acknowledges that the Publisher may spend nothing beyond what Publication (as defined) requires. No term as to marketing effort, best endeavours, or reasonable endeavours is to be implied into this Agreement. The Publisher will, however, not act for the purpose of preventing the Author from earning the Royalty.

10.4 The Publisher will provide the Author with [ten (10)] copies of each print edition and complimentary access to all digital editions, and a permanent author copy of the Work's metadata record.

11. Confidentiality and publicity

11.1 The Author must keep the terms of this Agreement, the Publisher's platform, tools, roadmap, and Title List confidential, except that the Author may disclose to their legal, tax, and financial advisers, and to their immediate family.

11.2 The Author may state publicly that they are a Phoenix House Author and are writing the Work and may disclose the Advance and Royalty rate. Nothing in this Agreement prevents the Author from discussing their remuneration or the terms of their engagement with any other author, their union, or any regulator.

11.3 The Publisher may use the Author's name, byline, biography, and supplied photograph in connection with the Work and the Phoenix imprint.

11.4 Neither party will disparage the other. This clause does not prevent honest criticism, statements to a regulator, or the making of a complaint.

12. General

12.1 Entire agreement. This Agreement, with Schedule 1, is the entire agreement.

12.2 Variation. Only in writing signed by both parties. The Publisher has no right to vary unilaterally.

12.3 Assignment. The Author may not assign. The Publisher may assign subject to clause 7.5.

12.4 Notices. In writing, to the addresses above or by email to the addresses in Schedule 1.

12.5 Dispute resolution. The parties will attempt to resolve any dispute by good faith negotiation, and then by mediation administered by [ ], before commencing proceedings. This clause does not prevent urgent interlocutory relief. The Publisher will bear the mediator's fees.

12.6 Consumer law. Nothing in this Agreement excludes, restricts or modifies any right or remedy under the Australian Consumer Law or any other law that cannot lawfully be excluded.

12.7 Independent advice. The Author acknowledges that the Author has been advised to obtain independent legal advice, that the Publisher offered to contribute AUD $250 towards it, and that the Author has either obtained it or decided not to.

12.8 Governing law. Victoria, Australia. Non-exclusive jurisdiction of the courts of that State.

12.9 Severance. If a provision is unenforceable it is severed and the rest continues.

Schedule 1 — Commission particulars

Annexure A — the Author's Phoenix Prize entry for the Source Text.

Execution

EXECUTED as an agreement.

Signed for Foundation Networks Pty Ltd: ________________  Date: ________

Signed by the Author: ________________  Date: ________