Instructional Technical Book

INSTRUCTIONAL TECHNICAL BOOK AGREEMENT

This Instructional Technical Book Agreement (the Agreement) is made and entered into effective as of by and between Publisher Name: , with principal place of business at , and Author Name: , with address .

WHEREAS

WHEREAS, Publisher is engaged in the business of developing, producing, distributing and marketing technical instructional publications and desires to publish an instructional technical book described herein; and

WHEREAS, Author has expertise in the subject matter and agrees to prepare and deliver the manuscript, related code examples, diagrams, and ancillary teaching materials in accordance with the terms and schedule set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the creation, delivery, publication and exploitation of the Instructional Technical Book.

SCOPE OF WORK

PAYMENT TERMS

Publisher shall pay Author a total fee of USD for full performance of the Scope of Work. Payment shall be made according to the schedule below.

Unless otherwise specified, all payments are due within days of invoice. Overdue payments shall accrue interest at a rate of per month or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Additionally, either party may terminate for convenience upon days' prior written notice to the other party.

Upon termination, Publisher shall pay Author for all undisputed work performed and accepted through the effective date of termination and shall return any unpublished materials only as provided in this Agreement.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive confidential information of the other party ("Confidential Information"). Confidential Information shall include, without limitation, manuscript drafts, pedagogical assessment data, sample code not in the public domain, business plans, pricing and marketing strategies. Each party shall maintain the confidentiality of such information using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was lawfully known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the receiving party gives prompt written notice and cooperates in any protective action.

INTELLECTUAL PROPERTY

Copyright Ownership and License: Author represents and warrants that the Work (as defined below) will be original and created by Author, except for properly licensed third-party materials identified in writing. Upon full payment of fees due under this Agreement, Author grants Publisher an exclusive, worldwide, transferable, sublicensable license to reproduce, prepare derivative works, distribute, publicly display, and otherwise exploit the Instructional Technical Book and related instructional materials in all media now known or hereafter devised for the full term of copyright, subject to the limited moral rights waiver set forth below.

For clarity, "Work" means the manuscript, figures, code examples, exercises, instructor guides, and any other materials prepared by Author under this Agreement.

Author warrants that the Work does not infringe the rights of any third party and does not contain unlawful or defamatory material.

WARRANTIES, INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party represents that it has full power and authority to enter into this Agreement. Author shall indemnify, defend and hold harmless Publisher from and against all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of any claim that the Work infringes any third-party intellectual property rights or violates applicable law, except to the extent such claim arises from Publisher's unauthorized modification or use beyond the license granted.

EXCEPT FOR THE FOREGOING INDEMNITY OBLIGATIONS AND BREACHES OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DELIVERY, REVISION AND ACCEPTANCE

Delivery Schedule: Author shall deliver the manuscript and ancillary materials in electronic format according to the delivery schedule set forth in the Scope of Work. Delivery dates are material. Publisher shall have a period of days after receipt to review and provide written acceptance or a list of required revisions. Author shall correct reasonable defects within the agreed revision limits at no additional charge.

NOTICES

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of laws principles. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located in that state unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, together with all schedules, exhibits and the Scope of Work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless made in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except Publisher may assign to an affiliate or successor in connection with a merger or sale of substantially all its assets.

Independent Contractor: Author is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

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