Co-Author Agreement

CO-AUTHOR AGREEMENT

This Co-Author Agreement (the Agreement) is entered into as of by and between:

Author A Name:

Author B Name:

RECITALS

WHEREAS, Author A and Author B each possess literary ability, creative skill and an interest in jointly creating and exploiting a written work presently described as:

WHEREAS, the parties desire to set forth their respective rights, duties and obligations with respect to the collaboration, including ownership, authorship credit, compensation and the treatment of derivative works and registrations;

WHEREAS, the parties intend that this Agreement govern all aspects of their collaboration and to provide certainty as to the allocation of rights and payments arising from sales, licenses and other exploitation of the joint work.

SCOPE OF WORK

OWNERSHIP, COPYRIGHT AND CREDIT

1. Ownership: The parties agree that the work created pursuant to this Agreement shall be considered a joint work. Unless otherwise set forth in writing below, each co-author shall own the copyright in the joint work as joint authors, and each shall have an undivided interest in the copyright.

2. Allocation of Rights: The parties agree to the following allocation of ownership and economic interests in the joint work for purposes of revenue sharing and registration:

3. Registration and Management: Any application to register copyright, to file assignments or to take other actions affecting title or registration of the work shall require the prior written consent of both authors where such action materially affects economic rights or exclusive control, except that either author may join in a registration naming both authors if consistent with the allocation above.

PAYMENT TERMS

All revenue derived from exploitation of the joint work shall be collected and remitted to the parties in accordance with the allocation percentages above, after the deduction of reasonable and preapproved expenses. Each party shall keep accurate books and records relating to income and expenses and shall permit inspection on reasonable notice.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement upon material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not affect rights and obligations accrued prior to termination, including payment obligations and ownership of work already created.

CONFIDENTIALITY

Each party acknowledges that during the term of this Agreement they may obtain confidential information of the other. Each party agrees to hold such confidential information in strict confidence and not to use or disclose it except as necessary to perform under this Agreement or with the disclosing party's prior written consent. This obligation shall survive termination for a period of years.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that (a) they have full power and authority to enter into this Agreement; (b) the contributions they make shall be original and shall not infringe or misappropriate any third-party rights; and (c) they will not encumber their rights in the work except as permitted in writing. Each party shall indemnify, defend and hold harmless the other from any claim, liability or loss arising from breach of the foregoing representations and warranties.

DISPUTE RESOLUTION

The parties agree to negotiate in good faith to resolve any dispute arising under this Agreement. If negotiation fails, the parties shall submit the dispute to non-binding mediation before a neutral mediator. If mediation does not resolve the dispute, either party may pursue injunctive relief or other equitable remedies and any unresolved dispute shall be resolved by binding arbitration conducted in accordance with the rules agreed by the parties, before a single arbitrator.

GOVERNING LAW; ENTIRE AGREEMENT

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.

This Agreement, including any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether oral or written. Any amendment must be in writing and signed by both parties.

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