Canon of Ethics
One of the hallmarks of AALA membership is a steadfast commitment to our code of ethics. As agents, we not only manage the writing careers of our authors, but also counsel their business decisions and manage the financial aspects of those choices. Full commitment to honorable and ethical business practices is crucial to our work. Please review our full Canon of Ethics below.
Revised AALA Canon of Ethics (Effective Date: April 29, 2022)
1. The members of the Association of American Literary Agents, Inc. are committed to the highest standard of conduct, integrity, and accountability 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 pledge not to abuse (sexually, verbally, physically or otherwise), discriminate against, harass, mislead, deceive, dupe, defraud, or victimize their clients, other members of the Association, the general public, or any person in their workplace or with whom they work or do business as a member of the Association.
2. The requirements of this section 2 apply to members who are owners and/or administrators who have control over the accounts of an agency. Members who are not owners or administrators of an agency are encouraged to advocate for their agency to adopt these practices as well. Members shall take responsible measures to protect the security and integrity of clients’ funds. Members must maintain at least two separate bank accounts, one for money due their clients and one for business operating expenses, so that there is no commingling of clients’ and members’ funds. Members shall account faithfully to their clients and deposit funds received on behalf of clients promptly upon receipt, and shall make payment of earnings due clients promptly, including any returned fees, refunded co-agent commissions, or other refunds made on behalf of the client. Members shall use reasonable best efforts to pay clients within ten business days after clearance and attribution but no later than twenty-one days, unless otherwise agreed in writing with the client.
However 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. In all cases, members shall exercise due diligence in seeking supporting and attribution information for payments received. Further, 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, tax form fees, manuscript retyping, digital book scanning, photocopies, copies of books for use in the sale of other rights, long distance calls, postage, special messenger fees, etc. Such charges shall be made only if the client has agreed to reimburse such expenses. Members must communicate a full, clear, and honest accounting of services, fees, charges, and commissions prior to commencement.
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 must always act as a fiduciary to their clients. Subject to the terms of this Canon, members shall not represent both buyer and seller in the same transaction. Members are prohibited from participating in packaging fees on deals for television and film adaptations of their client’s work that are completed after the Effective Date of this Canon of Ethics. Members are prohibited from accepting producer fees without the client’s prior written informed consent.
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. A) The Association believes that the practice of literary agents charging clients or potential clients for reading and evaluating literary works (including query letters, outlines, proposals, and partial or complete manuscripts) is subject to serious abuse that reflects adversely on our profession. Members should be primarily engaged in selling or supporting the selling of rights and services on behalf of their clients, i.e. members should not be primarily pursing freelance editorial work and misrepresenting themselves as literary agents or support staff of a literary agency. Members may not charge any reading fees for evaluating work for possible representation. However, members may provide editorial services in exchange for a fee to authors who are not clients, provided members adhere to the following provisions:
I) Members who render such services must make clear to the author in writing in advance that the rendering of such services does not indicate or imply that the member will represent the author as a literary agent and must provide to the author at the outset a copy of this Paragraph (8A-8B) of the AALA Canon of Ethics; and
II) if during or after the rendering of such services the member agrees to represent the author, the member must then return in full all payments received for such services prior to submitting the work and waive any further payments for such services for that author; and
III) to help prevent confusion, abuse, and to further separate paid editorial services from literary representation, at no time may members respond to an author who approaches them only for literary representation by instead suggesting or directing the author to pay for editorial services by the member or by anyone else financially associated with the member or member’s agency. Members must provide paid editorial services only to authors who have approached them directly for such services.
B) Literary representation of any author must not be contingent upon the author engaging any such paid editorial services, nor shall a member retroactively charge for editorial services in the event a client’s project is not sold. For avoidance of doubt, the intent of this clause is to allow members flexibility and independence in their payment structures while avoiding the conflict of interest that may arise from members making a profit on top of commission from the sale of both their client’s works and separate paid services rendered to that client.
C) The foregoing provisions shall not apply where a member provides services with respect to a non-client’s work if all of the following conditions apply:
I) any payment therefor is made directly to a charity, as part of a fundraising effort for a third party, or to an established educational institution;
II) the member shall personally create the evaluation and provide it within a reasonable time;
III) the member does not in any way benefit financially from the activity; and
IV) the member conducts the activity in an honorable way fully consistent with the AALA Canon of Ethics.
For purposes of clarification, payments received by members for teaching classes or from writers’ conferences, whether virtual or in-person, which may include payments that specifically apply to such evaluations, shall not be a violation of this paragraph.