AAR Canon of Ethics

At its January 2012 meeting, the AAR Board of Directors adopted changes to Article 2 (in bold face below) dealing with situations where agents receive payments from publishers more frequently than quarterly. This question has arisen particularly in relation to on-line or virtual publishing contracts.

1. The members of the Association of Authors’ Representatives, Inc. are committed to the highest standard of conduct in the performance of their professional activities. While affirming the necessity and desirability of maintaining their full individuality and freedom of action, the members pledge themselves to loyal service to their clients’ business and artistic needs, and will allow no conflicts of interest that would interfere with such service. They pledge their support to the Association itself and to the principles of honorable coexistence, directness, and honesty in their relationships with their co-members. They undertake never to mislead, deceive, dupe, defraud, or victimize their clients, other members of the Association, the general public, or any person with whom they do business as a member of the Association.

2. Members shall take responsible measures to protect the security and integrity of clients’ funds. Members must maintain separate bank accounts for money due their clients so that there is no commingling of clients’ and members’ funds.

Members shall deposit funds received on behalf of clients promptly upon receipt, and shall make payment of domestic earnings due clients promptly, but in no event later than ten business days after clearance; provided however that if funds for a client are received more frequently than quarterly and if those funds do not exceed a total of $100, then payments to clients may be made quarterly, so long as when funds received exceed $100 or upon the client’s specific request, payment to the client shall be made within ten days thereafter.

Revenues from foreign rights over $50 shall be paid to clients within ten business days after clearance. Sums under $50 shall be paid within a reasonable time of clearance. However, on stock and similar rights, statements of royalties and payments shall be made not later than the month following the member’s receipt, each statement and payment to cover all royalties received to the 25th day of the previous calendar month. Payments for amateur rights shall be made not less frequently than every six months.

A member’s books of account must be open to the client at all times with respect to transactions concerning the client.

If a member receives in writing a claim to funds otherwise due to a client, the member shall immediately so advise the client in writing. If the member determines that the claim is serious, and that the funds should not be remitted to the client because of the claim, the member shall proceed in accordance with the following:

For a period not to exceed ninety days, the member may deposit the funds in question into a segregated interest-bearing account pending possible resolution of the dispute. No later than the expiration of that ninety-day period, if the dispute remains unresolved and the claimants do not otherwise agree with respect to the disposition of the disputed funds, the member shall take such steps as may be necessary to deposit the funds with a court of competent jurisdiction, with appropriate notice to the claimants, so that the claimants will have an opportunity to present to that court their claims to the funds. Upon so depositing the funds, the member will have complied with the member’s obligations under this Canon of Ethics.

3.     In addition to the compensation for agency services that is agreed upon between a member and a client, a member may, subject to the approval of the client, pass along charges incurred by the member on the client’s behalf, such as copyright fees, manuscript retyping, photocopies, copies of books for use in the sale of other rights, long distance calls, special messenger fees, etc. Such charges shall be made only if the client has agreed to reimburse such expenses.

4.     A member shall keep each client apprised of matters entrusted to the member and shall promptly furnish such information as the client may reasonably request.

5.     Members shall not represent both buyer and seller in the same transaction. Except as provided in the next sentence, a member who represents a client in the grant of rights in any property owned or controlled by the client may not accept any compensation or other payment from the acquirer of such rights, including but not limited to so-called “packaging fees,” it being understood that the member’s compensation, if any, shall be derived solely from the client.

Notwithstanding the foregoing, a member may accept (or participate in) a so-called “packaging fee” paid by an acquirer of television rights to a property owned or controlled by a client if the member:

a) fully discloses to the client at the earliest practical time the possibility that the member may be offered such a “packaging fee” which the member may choose to accept;

b) delivers to the clients at such time a copy of the Association’s statement regarding packaging and packaging fees; and

c) offers the client at such time the opportunity to arrange for other representation in the transaction.

In no event shall the member accept (or participate in) both a packaging fee and compensation from the client with respect to the transaction. For transactions subject to Writers Guild of America (WGA) jurisdiction, the regulations of the WGA shall take precedence over the requirements of this paragraph.

6.     Members may not receive a secret profit in connection with any transaction involving a client. If such profit is received, the member must promptly pay over the entire amount to the client. Members may not solicit or accept any payment or other thing of value in connection with their referral of any author to any third party for any purpose, provided that the foregoing does not apply to arrangements made with a third party in connection with the disposition of rights in the work of a client of the member.

7.     Members shall treat their clients’ financial affairs as private and confidential, except for information customarily disclosed to interested parties as part of the process of placing rights, as required by law, or, if agreed with the client, for other purposes.

8.     The AAR believes that the practice of literary agents charging clients or potential clients for reading and evaluating literary works (including outlines, proposals, and partial or complete manuscripts) is subject to serious abuse that reflects adversely on our profession. For that reason, members may not charge clients or potential clients for reading and evaluating literary works and may not benefit, directly or indirectly, from the charging for such services by any other person or entity. The term “charge” in the previous sentence includes any request for payment other than to cover the actual cost of returning materials.

Notwithstanding the foregoing, members who participate in conferences or other events where writers are charged separately for individual consultations with agents in which the writer’s work is read or evaluated may provide such consultations. The AAR believes that the potential for abuse presented by the practice of charging reading fees in such circumstances is mitigated by the fact that the agent is acting within the context of an independent writers’ conference. Moreover, the concern that such participation would reflect adversely on our profession is outweighed by the potential benefit of such participation to writers, a benefit that cannot be duplicated in another manner.

It shall not be a violation of this paragraph 8 if a member provides an evaluation of a non-client’s material if a) any payment therefor is made directly to a charity qualified under Section 501(c) (3) of the Internal Revenue Code or to an established educational institution; b) the member shall personally create the evaluation and provide it within a reasonable time; c) the member does not in any way benefit financially from the activity; and d) the member conducts the activity in an honorable way fully consistent with the AAR Canon of Ethics.

The provisions of the previous two paragraphs of this Paragraph 8 do not in any way dilute the AAR’s belief that literary agents should not charge clients and potential clients for reading and evaluating literary works in the ordinary course of business.