Bill Wilson's Royalty Agreement with AAWS, Inc. See also The Last Will and Testament of Lois B. Wilson
See also The Last Will and Testament of Bill Wilson
AGREEMENT made this 29th day of April, 1963, by and between WILLIAM G. WILSON, residing at Steppingstones, Bedford Hills, New York (herein called "WILSON") and ALCOHOLICS ANONYMOUS WORLD SERVICES, INC., a membership corporation organized and existing under and by virtue of the laws of the State of New York and having its principal place of business at 305 East 45th St., New York, N.Y. (herein called "A.A.");
W I T N E S S E T H :
WHEREAS, A.A. is the successor in interest to Alcoholics Anonymous World Services, Inc., a stock corporation (presently inactive) organized under the laws of the State of New York (herein referred to as "A.A.'s predecessor"); and
WHEREAS, A.A.'s predecessor has heretofore assigned to A.A. all of its assets and properties subject to its liabilities; and
WHEREAS, WILSON has theretofore prepared for publication the books entitled "Alcoholics Anonymous", "Twelve Steps and Twelve Traditions", and "A.A. Comes of Age" all of which have heretofore been published by A.A.'s predecessor (which books are herein collectively referred to as "previously published works"); and
WHEREAS, each of the previously published works has been copyrighted in the name of A.A.'s predecessor as the copy-right owner thereof, which copyrights are now the property of A.A.; and
WHEREAS, A.A.'s predecessor has heretofore agreed by various written and oral agreements to pay to WILSON certain royalties computed on the sales of the previously pub-lished works (which agreements are herein collectively re-ferred to as the "previous agreements"); and
WHEREAS, the previous agreements are now the property of A.A.; and
WHEREAS, the parties hereto desire to consolidate herein the terms of the previous agreements as amended and to provide for the rights of A.A. with respect to any books or other material of which WILSON may hereafter be the author,
or may hereafter prepare for publication, or publish or furnish for publication, the subject matter of which is either the Alcoholics Anonymous Movement or Alcoholism, or any of its phases (herein referred to as "future works"); NOW, THEREFORE, in consideration of the sum of One ($1.00) Dollar and other valuable consideration paid by each of the parties hereto to the other, it is agreed as follows:
1. As of the date hereof, this agreement shall supersede the previous agreements.
2. WILSON hereby confirms and agrees that all right, title and interest in and to the previously published works belonged to A.A.'s predecessor and now belongs to A.A. by reason of the assignment thereof by A.A.'s predecessor to A.A. including but not limited to any copyrights thereof, as well as the right to apply for a renewal of the same. In this connection, WILSON agrees that he, his personal repre-sentatives or assigns will, if necessary, or if required by A.A., apply for a renewal of any of the copyrights on the previously published works upon the expiration of the first term thereof and that he, his personal representatives or assigns will assign to A.A. the sole and exclusive right to publish the previously published works during the full term of any renewal of the copyright thereof if such assignment is requested by A.A.
3. A.A. and WILSON agree respectively to use all reasonable diligence in applying for copyrights and renewal of copyrights on covered works to the extent permitted by the copyright laws of the United States and to execute in con-nection therewith any and all documents required for the same. The obligations herein contained shall be binding not only on WILSON but upon the personal representatives and assignees of WILSON.
4. The terms of this agreement shall be deemed to commence on the date hereof and shall continue as long as A.A. is obligated to pay royalties pursuant to the terms - 2 -
hereof on any of the covered works. As used herein, the term "covered works" shall be deemed to mean all books coming within the definition of previously published works, or within the definition of future works which are required by A.A. pur-suant to the provisions of "5" infra. Notwithstanding the expiration of A.A.'s obligation to pay royalties with respect to any covered work, all of A.A.'s rights in such covered work by reason of this agreement, or the previous agreements or any
subsequent agreements, shall nevertheless continue in full force and effect in perpetuity.
5. During the term hereof, WILSON shall not pub-lish or furnish to any other publisher any written material coming within the definition of future works unless and until he shall have offered in writing such material to A.A. which shall have an irrevocable option to be exercised within one hundred twenty (120) days thereafter to acquire the sole and exclusive world-wide publication rights therein. Said option shall be exercised within such one hundred twenty day period by A.A. giving notice to WILSON of its election to exercise such option. In the event that A.A. exercises such option:
a) A.A. shall acquire the sole and exclusive world-wide publication rights therein in perpetuity. In the event that such option is not exercised by A.A., WILSON shall have the right to have such material published by others. However, nothing contained herein shall be deemed a license to WILSON to utilize any material or writings belonging to A.A. or any of its affiliated groups or any material which may violate any of the rights of A.A. or any of its affiliated groups except that WILSON shall have the right to utilize A.A.'s non-copyrighted records and papers and the right to reprint from any of its copyrighted material or writings up to 1,000 works provided that WILSON gives A.A. credit as the copyright owner thereof. - 3 -
b) A.A. shall pay to WILSON the royalty pay ments hereinafter provided.
c) WILSON agrees that he, his personal representatives or assigns will, if necessary or required by A.A., apply for renewals of the copyright thereon upon
the expiration of the first term thereof and that such renewals of copyright will be assigned to A.A. during the full term thereof.
d) A.A. shall publish such written material coming within the definition of future works within one year after its exercise of its option at a retail price to be mutually agreed upon by A.A. and WILSON.
6. While a covered work is included within the terms of this agreement, A.A. shall pay to WILSON a royalty of fifteen (15%) per cent of the retail price for each copy thereof sold and paid for. No royalties shall be paid on copies furnished gratis by A.A. nor on foriegn language edi-tions of a covered work. The obligation of A.A. to pay royal-ties to WILSON with respect to any covered work included within the terms of this agreement shall expire upon the happening of any one of the following events whichever shall first occur:
a) The expiration of the United States copyright of such work and any renewals thereof whether such copyright is in the name of A.A. or WILSON; or - 4 -
b) Upon WILSON's death, all royalties provided for herein shall lapse either wholly or to the extent that such royalties are not validly disposed of by the Last Will and Testament of WILSON (herein referred to as "WILSON'S Will") as hereinafter provided in sub-paragraph "6 c)" infra, or validly assigned under Section "13" infra.
c) WILSON shall have the right in WILSON'S Will to bequeath to his wife LOIS WILSON (herein referred to as "WILSON'S wife") and any other person or persons selected by him who are then living at the time of his death (herein referred to as "approved beneficiaries") a life interest in all or any part of the royalties payable to him hereunder. Upon the death of any approved bene-ficiary other than WILSON'S wife, the life interest in the royalties payable to such approved beneficiary shall lapse and revert to A.A. With respect to any life interest in the royalties payable hereunder bequeathed to WILSON'S wife, WILSON shall have the right to provide in WILSON'S Will that such life interest shall, upon the death of WILSON'S wife, be divided among any persons selected by WILSON who are living at the time of his death in such proportions as he may designate. WILSON shall also have the right in WILSON'S will to grant to WILSON'S wife the right to designate in her Last Will and Testament duly admitted to probate (herein referred to as "WILSON'S wife's Will") persons selected by her who are then living at the time of her death who shall be entitled to receive a life interest after her death in all or part of the royalties payable to her during her life as provided in WILSON'S Will, and any such beneficiary designated by WILSON'S wife's will shall be deemed an approved beneficiary designated in WILSON'S will with the same force and effect as if specially listed therein. On the death of any approved
beneficiary, other than WILSON'S wife, as hereinbefore provided, the percentage or proportion of royalties in which such person was entitled to participate during his lifetime shall be deemed to lapse and revert to A.A. To the extent that WILSON or WILSON'S wife (if WILSON grants to her by WILSON'S Will the power of appointment herein provided for) fail to dispose of royalties in WILSON'S will or WILSON'S wife's Will in the manner hereinbefore provided, the percentage or proportion of royalties not so disposed of shall be deemed to lapse and revert to A.A. Anything contained in this Section "6" to the contrary notwithstanding, not more than twenty (20%) per cent of the royalties payable hereunder computed on an annual basis shall be bequeathed either under WILSON'S Will and/or WILSON'S wife's Will and/or assigned pursuant to the pro-visions of "13" infra to persons who are under the age of forty years as of the date of this agreement. 7. A.A. shall render semi-annual statements of account to January 1st and July 1st of each year and make settlements in cash on or before March 20th and September 20th of each year. Where WILSON has received on any statement an overpayment of royalties, A.A. may, in addition to all other remedies available to it, deduct the amount of the overpay-ment from any further royalties due WILSON pursuant to the terms of this agreement.
8. In the event that during the term of this agreement either the retail selling price of any previously pub-lished works is hereafter reduced by A.A., or the retail sell-ing price of any future work included within the terms of this agreement is reduced by A.A. subsequent to the date of pub-lication thereof, and as a result thereof, WILSON'S aggregate amount of royalties payable hereunder during the full calen-dar year next succeeding such reduction (herein referred to as the "succeeding year") fall below the average annual amount of royalties paid WILSON by A.A. during the five calendar years immediately preceding the year in which such reduction occurs (herein referred to as the "8" base yearly royalty"), A.A. shall be required thereafter and until such reduction or reductions are restored to elect either to:
a) Increase the aggregate amount of WILSON'S royalties for such succeeding year or years as the case may be so that the amount of the aggregate yearly royalty paid to WILSON hereunder shall be equal to the Section "8" base yearly royalty; or - 5 -
b) Increase the dollar amount of the royalty payable for each copy of a covered work as provided for
in Section "6" supra (herein referred to as the "per copy royalty") so that the per copy royalty for each covered work equals the per copy royalty for such covered work paid immediately prior to such reduction. 9. A. In the event that during the lifetime of WILSON the purchasing power of the dollar declines more than twenty-five (25%) per cent from its purchasing power during the five year period immediately preceding any request for a renegotiation of the royalty pursuant to the provisions of this "9", (herein referred to as the Section "9" base period"), and as a consequence thereof the yearly amount of royalties pay-able to WILSON hereunder do not have as much purchasing power as the average yearly amount of royalties payable to WILSON during the "9" base period (the difference is herein referred to as the "purchasing power decline"), WILSON shall have the right by giving written notice to A.A. to acquire it thereafter and until such condition is corrected to adjust the royalties payable to him hereunder by adopting either one of the following two alternatives as A.A. in its sole discretion may determine:
It is agreed that the provisions of this Section "8" are only applicable to a covered work during the period that A.A. is obligated to pay royalties as provided hereunder with respect to such covered work.
i) Increase the royalty payable to WILSON by an amount equal to the purchasing power decline of each dollar of royalty payable to WILSON hereunder; or B. In the event that during the lifetime of WILSON the purchasing power of the dollar increases more than twenty-five (25%) per cent from its purchasing power during the Section "9" base period and as a consequence thereof the yearly amount of royalties payable to WILSON hereunder has more purchasing power than the average yearly amount of royalties payable to WILSON during the Section "9" base period (the difference is herein referred to as the "purchasing power increase"), A.A. shall have the right by giving written notice to WILSON to adjust the roy-alties payable to WILSON hereunder thereafter and until such condition is corrected by the adopting of either one of the following two alternatives as A.A. in its sole discretion may de- - 6 -
ii) Increase the royalty payable to WILSON so that the aggregate yearly amount thereof shall have the same purchasing power as the average yearly amount of royalties paid to WILSON during the Section "9" base period.
i) Decrease the royalty payable to WILSON by an amount equal to the purchasing power in-crease of each dollar of royalty payable to WILSON hereunder; or
ii) Decrease the royalty payable to WILSON so that the aggregate yearly amount thereof shall have the same purchasing power as the average yearly amount of royalties paid to WILSON during the Section "9" base period.
The purchasing power of the dollar provided for in this Section "9" shall be determined on the basis of the Con-sumer's Price Index as reported in the Bureau of Labor Statistics. In the event that the right is exercised by WILSON or A.A. prior to the expiration of five years from the date hereof, the 1962 Consumer's Price Index of 105.4 (based on index 1957-59 equals 100) shall be deemed the "9", base period purchasing power. As used in this "9", the term "corrected" shall be deemed to mean the rise or fall of the purchasing power of the dollar so as to eliminate the purchasing power decline or the purchasing power increase as the case may be. In the event that during the lifetime of WILSON an adjustment is made in the royalty payments to WILSON pursuant to the provisions of this "9", any such adjustment shall continue with respect to those royalties required to be paid hereunder after the death of WILSON until such condition is corrected. 10. Any notice provided to be given hereunder shall be given either in person or by registered or certified mail or by telegraph directed to the party at its address specified above, or such other address as either party may hereafter designate in writing to the other. Such notice shall be con-clusively deemed to have been given if mailed by registered or certified mail when such notice is deposited in the mail, reg-istered or certified, postpaid, addressed to either A.A. or WILSON, or if by telegraph when delivered to a telegraph of-fice for transmission.
11. WILSON will at all times execute, acknowledge and deliver or will cause to be acknowledged, executed or delivered to A.A. all such further documents, assurances and papers as A.A. may reasonably require for carrying into ef-fect the intended purpose of this agreement.
12. This agreement contains the entire understand-ing of the parties and cannot be varied or discharged except by an instrument in writing signed by both of the parties and shall be governed by the laws of the State of New York.
13. This contract shall bind the ex-
- 7 - ecutors and administrators of WILSON and A.A., its successors and assigns. This agreement and any rights hereunder shall not be assignable by WILSON except that WILSON shall have the right during his lifetime to assign all or any part of the royalties due him but any such assignment shall be subject to all of the terms of this agreement and shall specifically pro-vide that it shall cease and terminate on the death of any such assignee at which time the portion to which such assignee was entitled to participate during his lifetime shall deem to lapse and revert to A.A. Anything contained in this Section "13" to the contrary notwithstanding, not more than twenty (20%) per cent of the royalties payable hereunder on an annual basis shall be assigned and/or bequeathed, either under WILSON'S will or WILSON'S wife's will to persons who are under the age of forty as of the date of this agreement.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the date and year first above written.
______signed_______ signed WILLIAM G. WILSON
ALCOHOLICS ANONYMOUS WORLD - 8 -