Co-Authorship Agreement

CO-AUTHORSHIP AGREEMENT

This Co-Authorship Agreement ("Agreement") is entered into as of Effective Date: by and between Author One: whose address is and Author Two: whose address is .

RECITALS

WHEREAS, the parties intend to collaborate to create a literary, artistic or scholarly work to be known as: (the "Work");

WHEREAS, the parties desire to set forth their respective rights, obligations, ownership interests, credit, and revenue-sharing arrangements concerning the Work;

WHEREAS, the parties acknowledge that their collaboration will require contributions of original authorship and cooperation in procurement of registrations, licenses, and exploitation of the Work;

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

1. DEFINITIONS

For purposes of this Agreement: (a) "Contribution" means all text, images, data, research, edits, and other creative input provided by a party to the Work; (b) "Net Revenue" means gross receipts actually received from exploitation of the Work less customary and documented third-party distribution expenses, taxes, and payment processing fees; and (c) "Joint Copyright" means the shared copyright interest as set forth in Section 4.

2. SCOPE OF COLLABORATION

Each party shall perform the tasks and provide the Contributions described in the Contribution Summary below. The parties agree to cooperate in good faith and to use commercially reasonable efforts to complete the Work on a mutually agreed schedule.

3. OWNERSHIP, COPYRIGHT AND REGISTRATION

Unless otherwise agreed in writing, the parties shall be co-owners of the copyright in the Work as joint authors. Each party shall own an undivided interest in the Work in proportion to the ownership percentages set forth below, and each party shall have the right to exploit the Work, subject to the restrictions in this Agreement.

Ownership percentages (expressed as whole numbers or decimals): Author One: %; Author Two: %.

The parties agree to cooperate in good faith to prepare, file and prosecute registrations of copyright and other protections for the Work. Any application for registration or assignment affecting the Work shall identify the parties as co-authors in proportion to the ownership percentages set forth above.

4. GRANT OF RIGHTS AND EXPLOITATION

Except as otherwise limited herein, each party grants to the other a non-exclusive, royalty-free license to use the other party's Contributions solely as necessary for the creation, marketing, distribution, and exploitation of the Work. Any license to third parties for the whole Work shall require the prior written consent of both parties, which shall not be unreasonably withheld.

If the parties elect to grant an exclusive license or assign the Work to a third party, the terms of such exclusive license or assignment shall be subject to the mutual written approval of both parties and the equitable sharing of consideration as set forth in Section 5.

5. REVENUE, ACCOUNTING AND PAYMENT

Net Revenue from all forms of exploitation of the Work shall be accounted for and distributed between the parties in proportion to the ownership percentages set forth in Section 3, unless otherwise agreed in writing. Each party shall maintain accurate books and records relating to exploitation and shall permit inspection by the other party on reasonable notice and during normal business hours.

Payments due to a party under this Agreement shall be made within thirty (30) days after receipt of Net Revenue, accompanied by a reasonably detailed statement showing gross receipts, deductions, and Net Revenue. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. CREDIT, MORAL RIGHTS AND ATTRIBUTION

Each party shall be credited as co-author of the Work in a manner customary for the medium of distribution. Neither party shall remove or derogate from the other party's attribution without prior written consent. To the extent permitted by applicable law, each party hereby waives and agrees not to assert any moral rights that would interfere with normal exploitation of the Work.

7. WARRANTIES, REPRESENTATIONS AND INDEMNITY

Each party represents and warrants that: (a) such party is the sole author of the Contributions provided by that party and has full power and authority to grant the rights granted herein; (b) the Contributions are original and do not infringe any third party's intellectual property rights; and (c) the Contributions do not contain libelous or unlawful material.

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the foregoing representations and warranties.

8. CONFIDENTIALITY

The parties agree that any non-public information exchanged in connection with the Work, including drafts, outlines, research data and financial terms, shall be kept confidential and shall not be disclosed to third parties except as required by law or with the prior written consent of the disclosing party. Confidential information shall be returned or destroyed upon request at the conclusion of discussions or the termination of this Agreement.

9. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until terminated by mutual written agreement or as provided herein. 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 breach.

Termination shall not affect accrued rights and obligations, including the obligation to account for Net Revenue received prior to termination, or the parties' ownership interests in Contributions created prior to termination.

10. DISPUTE RESOLUTION

The parties shall first attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives of the parties. If negotiation fails within sixty (60) days, the dispute shall be submitted to binding arbitration administered by a mutually agreed arbitrator, with the seat of arbitration in the jurisdiction specified in Section 14. The arbitrator shall apply the substantive law of the selected jurisdiction and shall have authority to award costs and attorneys' fees to the prevailing party.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as either party may designate by notice to the other in accordance with this Section.

12. AMENDMENTS, WAIVER AND COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement. This Agreement may be executed in counterparts, each of which shall be deemed an original, and facsimile or electronic signatures shall be deemed original for purpose of enforcement.

13. GOVERNING LAW

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

14. 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.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely reflects the parties' original intent.

16. MISCELLANEOUS

All obligations and rights under this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a sale of substantially all of its assets.

Sign Now