Author Agreement

AUTHOR AGREEMENT

This Author Agreement (the "Agreement") is entered into as of between Author Name: , Author Address: , and Publisher Name: , Publisher Address: .

RECITALS

WHEREAS, Author has created or will create a literary work currently entitled (the "Work");

WHEREAS, Publisher wishes to acquire certain rights to publish, distribute and exploit the Work according to the terms set forth in this Agreement; and

WHEREAS, Author desires to grant such rights and to set forth the parties' respective duties and compensation in writing.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Manuscript" means the complete text and any accompanying illustrations, images, or ancillary material delivered by Author to Publisher as the Work. "Publication" means the first edition by Publisher in the formats specified below. "Net Receipts" means gross receipts actually received by Publisher from sales of the Work, less customary trade discounts, returns, taxes collected from purchasers, and direct distribution expenses.

2. GRANT OF RIGHTS

2.1 Grant. Author hereby grants to Publisher the exclusive right, throughout the Territory and for the Term, to publish, reproduce, distribute, sell, license, adapt, translate, and otherwise exploit the Work in all editions and in all media now known or hereafter devised, including electronic, audio, and digital formats.

2.2 Territory and Language. The rights granted in Section 2.1 shall apply in the territory of and in the English language and translations into other languages as agreed in writing.

2.3 Sublicense and Assignment. Publisher may sublicense or assign its rights hereunder to third parties for the purposes of publication, distribution, and subsidiary exploitation, provided Publisher remains responsible for performance of the Agreement.

3. DELIVERY AND ACCEPTANCE

3.1 Delivery. Author shall deliver the complete Manuscript, conforming to the specifications set forth by Publisher, no later than .

3.2 Acceptance. Publisher shall review the Manuscript and notify Author in writing of acceptance or request for revisions within sixty (60) days of receipt. Publisher's acceptance shall not unreasonably be withheld.

4. EDITORIAL CONTROL AND AUTHOR OBLIGATIONS

4.1 Editorial Revisions. Publisher shall have the right to make or require reasonable editorial changes in form and style. Major substantive changes shall be subject to Author's prior written approval, which shall not be unreasonably withheld.

4.2 Author's Cooperation. Author agrees to cooperate with Publisher in preparation of promotional materials, author biographies, and reasonable publicity and book tour activities.

5. COMPENSATION

Royalties shall be calculated on Publisher's Net Receipts. Royalties shall be paid semi-annually within ninety (90) days after the end of each accounting period together with an account statement. Publisher shall retain the right to set retail price.

6. ACCOUNTING, AUDIT RIGHTS, AND PAYMENTS

6.1 Statements. Publisher will deliver royalty statements and payments within ninety (90) days following the end of each semi-annual period. Statements will show units sold, gross receipts, returns, and calculation of Net Receipts.

6.2 Audit Rights. Author (or Author's authorized representative) shall have the right, once in any twelve (12) month period, upon reasonable notice and during regular business hours, to inspect Publisher's books and records to verify statements. Discrepancies in excess of five percent (5%) shall be corrected and any underpayment shall bear interest at the lesser of one percent (1%) per month or the maximum lawful rate.

7. WARRANTIES, REPRESENTATIONS, AND INDEMNITY

7.1 Author Warranties. Author represents and warrants that Author is the sole author of the Work, that the Work is original, that Author has full right and authority to enter into this Agreement, and that the Work does not infringe the rights of any third party, contain unlawful material, or violate any right of privacy or publicity.

7.2 Indemnity. Author shall indemnify, defend and hold Publisher harmless from and against any and all liabilities, losses, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the foregoing warranties and representations.

8. COPYRIGHT AND MORAL RIGHTS

8.1 Copyright. Author shall retain copyright in the Work, subject to the exclusive rights granted to Publisher under this Agreement, unless the parties agree in writing to an assignment of copyright.

8.2 Moral Rights. To the extent permitted by law, Author irrevocably waives, and agrees not to assert, any moral rights in the Work that would interfere with Publisher's exploitation of the rights granted herein.

9. TERMINATION AND REVERSION

9.1 Termination for Breach. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the nature of the breach.

9.2 Reversion of Rights. If Publisher fails to publish the Work within the agreed publication schedule and does not cure within a reasonable cure period following notice, rights granted to Publisher shall revert to Author, subject to repayment of any unearned advances as set forth herein.

10. CONFIDENTIALITY

Each party agrees that all nonpublic information disclosed in connection with the negotiation and performance of this Agreement, including terms, financial information, and unpublished materials, shall be kept confidential and not disclosed except as required by law or with the other party's prior written consent.

11. NOTICES

Notices shall be sent in writing and shall be effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

12. ASSIGNMENT

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Publisher may assign to an affiliate or a successor in interest in connection with a merger, sale of substantially all its assets, or corporate reorganization.

13. AMENDMENTS, WAIVER, SEVERABILITY

13.1 Amendments. This Agreement may be amended only by a writing signed by both parties.

13.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving the provision.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of law principles.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

16. MISCELLANEOUS

16.1 Publicity. Publisher may use Author's name, likeness, and biographical information in connection with the promotion and sale of the Work, subject to Author's prior reasonable approval of biography copy.

16.2 Force Majeure. Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, provided that the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

ADDITIONAL AUTHOR INFORMATION

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