CoPub Publishing Agreement

CoPub Publishing Agreement

This CoPub Publishing Agreement (the Agreement) is made as of Effective Date: by and between Publisher Name: with principal place of business at , and Co‑Publisher Name: with principal place of business at . Each of Publisher and Co‑Publisher may be referred to herein individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, the Parties desire to collaborate to publish, distribute and exploit the literary and/or artistic work described below (the Work) on a co‑publishing basis under the terms set forth in this Agreement;

WHEREAS, Publisher has experience and resources for editorial, production, distribution and sales channels, and Co‑Publisher has complementary marketing and distribution channels and expertise which the Parties intend to employ jointly;

WHEREAS, the Parties wish to set forth their respective rights, obligations, revenue sharing and other terms governing the co‑publication 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

1.1 "Work" means the literary, dramatic, musical and/or artistic material to be co‑published under this Agreement, currently titled: .

1.2 "Territory" means the geographic area in which the Parties may exploit the Work: .

1.3 "Net Receipts" means gross amounts actually received by the Parties from exploitation of the Work less customary and documented deductions including returns, discounts, direct taxes on sales, and distribution fees as specified in Section 5.

2. Grant of Rights

2.1 Each Party hereby grants to the other Party a non‑exclusive, irrevocable right to co‑publish, sell, license, and otherwise exploit the Work throughout the Territory in all languages and all formats now known or hereafter developed, subject to the terms and profit allocation provisions set forth in this Agreement.

2.2 The Parties shall coordinate offers of sub‑licensing and third‑party exploitation and shall obtain the prior written consent of the other Party for any grant of rights that materially diminishes the economic benefit to either Party.

3. Delivery; Acceptance; Publication

3.1 Delivery. Contributor or Rights Owner shall deliver to Publisher the complete manuscript and any ancillary materials as described:

3.2 Publication Schedule. The Parties agree that the Work will be published in the following formats and estimated on-sale dates: Formats/Plans: Anticipated On‑Sale Date: .

4. Publication, Production and Marketing Responsibilities

4.1 Each Party shall be responsible for the costs and obligations set forth in the schedule below and shall use commercially reasonable efforts to produce, distribute and promote the Work. Specific responsibilities and cost allocation:

4.2 Approval Rights. All final editorial, cover, jacket copy and pricing decisions shall require mutual written approval, which shall not be unreasonably withheld.

5. Royalties; Accounting; Payment

5.1 Revenue Share. Net Receipts from sales of the Work shall be split between the Parties as follows: Publisher Share: Co‑Publisher Share: . The percentages shall total 100%.

5.2 Accounting; Payment. Accounting statements and payments of net amounts due shall be rendered and paid quarterly within days after the end of each calendar quarter, accompanied by reasonably detailed statements of receipts and deductions. Payments shall be made to the addresses set forth in Section 11.

5.3 Reserve for Returns. The Parties may establish a reasonable reserve for anticipated returns; such reserve shall be documented and reconciled in subsequent accounting statements.

5.4 Audit Rights. Each Party shall have the right, upon reasonable prior notice and during normal business hours, to inspect and audit the other Party's records relevant to the Work no more than once per twelve‑month period. Any overpayment revealed by an audit shall be promptly repaid, together with interest at a commercial rate.

6. Copyright; Registration; Credit

6.1 Copyright Ownership. Unless otherwise agreed in writing, copyright in the Work shall be owned as follows: . The Parties shall cooperate in any registration, renewal, or other recordation necessary to perfect copyright interests.

6.2 Credit. The Parties agree that publishing credits shall identify both Parties on the title page and promotional materials in a manner mutually agreed in writing.

7. Warranties; Representations

Each Party represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) to the best of its knowledge the Work does not infringe the rights of any third party and is not libelous or obscene; and (c) all information provided to the other Party relating to rights, clearances and permissions is true and complete. Each Party's warranties survive delivery and publication.

8. Indemnification

Each Party shall indemnify, defend and hold harmless the other Party and its affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the indemnifying Party's representations, warranties or obligations under this Agreement, provided that the indemnified Party gives prompt written notice of any claim and reasonably cooperates in the defense thereof.

9. Term; Termination

9.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect for an initial term of years, unless earlier terminated in accordance with this Agreement.

9.2 Termination for Material Breach. Either Party may terminate this Agreement by written notice if the other Party materially breaches any provision and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

9.3 Effect of Termination. Termination shall be without prejudice to any rights or liabilities accrued prior to termination. Provisions intended to survive termination, including but not limited to Sections 5 (Royalties), 6 (Copyright), 7 (Warranties), 8 (Indemnification), 11 (Notices), and 13 (Governing Law), shall survive.

10. Confidentiality

Each Party shall keep confidential and shall not disclose to any third party confidential information obtained from the other Party in connection with the negotiation or performance of this Agreement, except as required by law or as necessary to perform the obligations under this Agreement. Confidentiality obligations shall survive termination for a period of three years.

11. Notices

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by hand, overnight courier, or certified mail (return receipt requested), or by electronic mail with confirmation of receipt.

12. Amendments; Waiver; Counterparts

12.1 Amendments. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

12.2 Waiver. The waiver by either Party of any breach or default shall not constitute a waiver of any subsequent breach or default.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

13. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the selected jurisdiction for any disputes arising out of or relating to this Agreement.

14. Entire Agreement; Severability

14.1 Entire Agreement. This Agreement, together with any schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations.

14.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid substitute provision.

15. Miscellaneous

15.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency or employment relationship other than the co‑publishing relationship expressly set forth herein.

15.2 Further Assurances. Each Party shall execute and deliver such other instruments and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

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