Thoughts on Distributor Contracts

March 1997
by Robert Goodman, SilverCat

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The contract is the defining document of most publisher-vendor relationships.
Written by the vendor, the boilerplate contracts generally favor the vendor’s
perspectives and interests. All of these boilerplates are subject to
revision, and negotiation should be undertaken before the contract is signed.
Almost everything in a proposed contract is negotiable. Still, as Ivan
Hoffman reminds us, just because something is negotiable does not mean that
it will be negotiated. “Who needs whom, and how much” still seems to be the
practical criterion of negotiability.

Some contracts are elaborate and detailed, running on for many pages. Others
seem almost handshakes-in-writing, glossing over items that intricate
contracts chew down to the gristle. Non-lawyer publishers who are trying to
select new distributors or resolve issues with old ones can easily become
confused. Is there any legal significance to the fact that something is
undefined in a contract, for example? Does the failure of a contract to
define a relationship thoroughly make it unenforceable? How does the
publisher determine if the individual state laws that govern the
interpretation of the contract spell out the contractually undefined terms?

Many contracts seem little more than agreements to work together. Contracts
may even contain clauses stating that a failure to live up to any term in the
contract does not void the contract. What does that mean for the publisher
who concludes that the distributor is not promoting…IBPA Members – Click here to view the full article (login required).

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