Educational Textbook Template

Educational Textbook Template Agreement

Parties

Recitals

WHEREAS, Provider is engaged in the development, editorial management and production of educational textbooks, curriculum materials and ancillary resources and possesses the skill, personnel and facilities necessary to prepare such materials to professional standards; and

WHEREAS, Client desires to retain Provider to prepare an educational textbook and related deliverables according to the specifications and schedule set forth in this Agreement, and Provider agrees to perform the services on the terms and conditions set forth herein.

WHEREAS, the parties intend that the deliverables described below will be suitable for adoption, distribution and/or publication subject to the intellectual property and acceptance provisions contained in this Agreement.

Scope of Work

Provider shall perform editorial development, author coordination, design, proofreading, typesetting and delivery of final print-ready and digital files in accordance with the specifications set forth in the Scope of Work. Delivery milestones, review cycles and acceptance criteria shall be documented in the Schedule of Deliverables below.

Payment Terms

In consideration for the services and deliverables provided by Provider, Client shall pay Provider the fees and expenses set forth below pursuant to the schedule and conditions stated in this section.

All fees are exclusive of taxes. Provider shall invoice Client in accordance with the Payment Schedule. Client shall pay undisputed amounts within the time set forth above. Disputed amounts shall be accompanied by written notice and documentation and shall not relieve Client of its obligation to timely pay undisputed amounts.

Term and Termination

This Agreement commences on the Start Date below and continues until the End Date below unless earlier terminated in accordance with this section.

Start Date:   End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice. Either party may also terminate for insolvency or bankruptcy immediately upon written notice.

Upon termination, Provider shall deliver all completed deliverables and Client shall pay for all services performed and expenses incurred through the effective date of termination, subject to any mutually agreed set-offs for material breaches.

Confidentiality

Each party shall hold in confidence and not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement, including draft manuscripts, pedagogical assessments, pricing and proprietary processes, but excludes information that is or becomes publicly available other than through a breach of this Agreement, independently developed by the receiving party, or rightfully received from a third party without restriction.

The confidentiality obligations set forth herein shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secret under applicable law.

Intellectual Property and License

Provider retains copyright and all moral rights in original materials created by Provider, subject to the license granted to Client below. Provider represents that it has the right to grant the rights set forth in this Agreement and that delivery of the deliverables will not infringe third-party rights.

Upon full payment of all fees due under this Agreement, Provider grants Client a non-exclusive, perpetual, worldwide license to reproduce, distribute, adapt and use the final accepted textbook and ancillary materials for educational purposes. Any rights not expressly granted are reserved by Provider.

Warranties, Indemnity and Limitation of Liability

Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's willful misconduct or material breach of representations and obligations under this Agreement, subject to reasonable control of defense and settlement by the indemnified party.

Neither party's liability under this Agreement shall exceed the total fees paid or payable to Provider under this Agreement during the twelve (12) months preceding the claim, except for willful misconduct or gross negligence.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any disputes arising out of or related to this Agreement.

Entire Agreement; Amendments

This Agreement (including any attached schedules and exhibits) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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