Co-Edition Publishing Agreement

CO-EDITION PUBLISHING AGREEMENT

This Co-Edition Publishing Agreement ("Agreement") is made as of Date: by and between Publisher Name: , organized under the laws of State: , with principal place of business at Address: (hereinafter "Publisher"), and Co-Publisher Name: , organized under the laws of State: , with principal place of business at Address: (hereinafter "Co-Publisher"). The parties agree with respect to the literary or other work titled: (the "Work"), as follows.

Recitals

WHEREAS, Publisher is engaged in the business of publishing books and related materials and possesses publishing, manufacturing and distribution capabilities in its Territory; and

WHEREAS, Co-Publisher possesses publishing, manufacturing and distribution capabilities in its Territory and the parties desire to cooperate in the co-edition publication of the Work pursuant to the terms set forth herein; and

WHEREAS, the parties wish to define their respective rights and obligations with respect to production, exploitation, royalties and other matters relating to the co-edition 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. Grant of Rights

1.1 License. Publisher hereby grants to Co-Publisher a non-exclusive license to publish, distribute and sell the Work in Territory: and in Language(s): , and Co-Publisher grants to Publisher a non-exclusive license to publish, distribute and sell the Work in Territory: and in Language(s): , all subject to the terms of this Agreement.

1.2 Scope. The foregoing licenses include the right to manufacture, promote, market, distribute and sell the Work in physical and digital formats and to authorize third parties to do the same, provided that any sublicensing shall be subject to prior written consent of the other party, which consent shall not be unreasonably withheld.

2. Delivery; Production; Quality Standards

2.1 Manuscript Delivery. Author or Publisher shall deliver the final manuscript and all ancillary materials necessary for publication (including illustrations, indexes and permissions) by Delivery Date: . Co-Publisher shall notify Publisher within days of receipt if any materials fail to conform to agreed specifications.

2.2 Production Standards. Each party shall ensure that its edition meets industry-standard editorial, design and manufacturing quality and shall adhere to the Specifications set forth in Schedule A:

3. Financial Terms; Royalties; Accounting

3.1 Advances. Any advance payable in respect of the Work shall be: payable in Currency: and shall be recoupable from royalties as provided below, allocated between the parties in proportion to the Percentage Share for each party: Publisher Share: % and Co-Publisher Share: %.

3.2 Royalties. Net receipts actually received by a party from sales of its edition of the Work shall be accounted for and paid to the parties in accordance with the agreed shares in Section 3.1. Royalty rates shall be: Retail Sales: ; E-book Sales: .

3.3 Accounting and Payment. Each party shall render royalty statements and pay any balance due to the other party on a basis within days after the end of the accounting period. Statements shall show gross receipts, deductions, returns, chargebacks and the computation of net receipts in reasonable detail.

4. Marketing, Distribution and Stocks

4.1 Marketing Obligations. Each party shall use commercially reasonable efforts to market, promote and sell its edition of the Work within its Territory and shall not knowingly take actions intended to harm sales of the other party's edition.

4.2 Returns and Remainders. Returns policy for copies sold shall be: . Unsold stock and remaindering shall be handled in accordance with the parties' written agreement or, absent agreement, each party shall be responsible for its own remaindered stock.

5. Copyright; Ownership; Moral Rights

5.1 Copyright. Copyright in the Work shall remain with the Author or rights holder identified as: . The parties receive only the licenses expressly set forth in this Agreement.

5.2 Moral Rights. To the extent permitted by applicable law, the parties agree that neither shall assert moral rights in a manner that unreasonably interferes with the other party's edition. Each party will use reasonable efforts to obtain waivers from the Author where necessary for normal editing and design changes.

6. Warranties, Representations and Indemnities

6.1 Warranties. Each party represents and warrants that it has the full power and authority to enter into this Agreement and that the exercise of the licenses granted hereunder will not breach or conflict with any other agreement to which it is a party.

6.2 Indemnity. Each party shall indemnify, defend and hold harmless the other party and its officers, directors and agents from and against any claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the indemnifying party's representations, warranties, obligations or from claims of infringement attributable to materials provided by the indemnifying party.

7. Term and Termination

7.1 Term. This Agreement shall commence on the Effective Date and continue in effect for a period of years (the "Term"), unless earlier terminated as provided herein.

7.2 Termination for Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice describing the breach.

7.3 Effect of Termination. Upon termination or expiration, licenses granted hereunder shall cease, subject to obligations to pay accounted royalties for sales made prior to termination. Rights to stock and unsold inventory shall be dealt with in accordance with Section 4.2.

8. Confidentiality

8.1 Confidential Information. Each party shall keep confidential all non-public terms of this Agreement and any business, marketing or financial information disclosed by the other party in connection with this co-edition, and shall not disclose such information except as required by law or with the other's prior written consent.

9. Notices

All notices, requests and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses below or to such other address as a party may designate by written notice to the other party.

10. Governing Law; Dispute Resolution; Miscellaneous

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of: without regard to principles of conflicts of law.

10.2 Dispute Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation. If the dispute cannot be resolved by negotiation within days, the parties may pursue any remedy available at law or in equity in the courts located in the governing state.

10.3 Entire Agreement. This Agreement, together with any schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between them.

10.4 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 substitute for the invalid provision a valid provision that best approximates the parties' intent.

10.5 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The waiver by either party of a breach of any provision shall not operate or be construed as a waiver of any subsequent breach.

10.6 Counterparts. This Agreement may be executed in counterparts, each of which when executed shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be deemed original signatures for all purposes.

11. Additional Provisions

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