Legal Article Template

LEGAL ARTICLE TEMPLATE

This Agreement is made as of Effective Date: by and between Author Name: , and Publisher Name: . Each of the foregoing is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Author has prepared or will prepare an original written composition described as Article Title: (the "Article"), and owns all right, title and interest therein;

WHEREAS, Publisher is engaged in the business of publishing, distributing, promoting and licensing written works and desires to obtain rights to publish and exploit the Article under the terms set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the delivery, publication and exploitation of the Article.

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

1. DEFINITIONS

1.1 "Article" means the written composition described above and any related illustrations, captions, abstracts or accompanying material delivered by Author to Publisher under this Agreement.

1.2 "Deliverables" means the final manuscript and any required revisions, delivered in the format specified in Section 4.

2. GRANT OF RIGHTS

2.1 Grant. Subject to the terms and conditions of this Agreement, Author hereby grants to Publisher the following rights in the Article for the Term set forth in Section 9: a license to reproduce, publish, distribute, display and create derivative works of the Article in all languages and media now known or hereafter developed throughout the Territory.

License type (select all applicable): Exclusive Non-exclusive Limited use (specify below)

3. CONSIDERATION

3.1 Fee. In consideration for the rights granted herein, Publisher shall pay Author a fee of payable as follows:

3.2 Royalties. If applicable, Publisher shall pay Author a royalty equal to of Net Revenues from exploitation of the Article, calculated and paid within days after the end of each accounting period, accompanied by a statement showing relevant calculations.

4. DELIVERY AND ACCEPTANCE

4.1 Delivery. Author shall deliver the Deliverables to Publisher on or before Delivery Date: in the format agreed between the Parties.

4.2 Acceptance. Publisher shall have days to review and either accept the Deliverables or provide a written list of required revisions. Author shall correct any deficiencies within a commercially reasonable time.

5. REPRESENTATIONS AND WARRANTIES

5.1 Author represents and warrants that: (a) the Article is original to Author and does not infringe any third party rights; (b) Author has full power and authority to grant the rights granted herein; (c) the Article contains no libelous, obscene or unlawful material; and (d) all moral rights in the Article are waived to the extent permitted by applicable law.

5.2 Publisher represents and warrants that it will exercise reasonable care in the publication and promotion of the Article and will provide timely statements and payments as required by this Agreement.

6. INDEMNIFICATION

6.1 Author shall indemnify, defend and hold Publisher and its affiliates harmless from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of a breach of Author's representations or a claim that the Article infringes any third party rights.

6.2 Publisher shall indemnify, defend and hold Author harmless for claims arising from Publisher's negligent publication or marketing of the Article, except to the extent caused by Author's breach.

7. CONFIDENTIALITY

7.1 Each Party shall keep confidential any non-public information disclosed in connection with this Agreement and shall not disclose such information to third parties except to the extent required by law or reasonably necessary to perform its obligations hereunder. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

8. TERM AND TERMINATION

8.1 Term. The license granted herein shall commence on the Effective Date and shall continue for a period of years unless earlier terminated as provided in this Section.

8.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

8.3 Effect of Termination. Termination shall not relieve either Party of liability for obligations accrued prior to termination. Sections concerning payment, indemnification, confidentiality and warranties shall survive termination.

9. NOTICES

Notices shall be in writing and deemed given when delivered personally, sent by certified mail, return receipt requested, or by a nationally recognized courier service to the respective addresses listed above or such other address as a Party designates by notice in accordance with this Section.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendment. No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

10.2 Waiver. The failure of either Party to enforce any right shall not be deemed a waiver of that right in the future.

10.3 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted electronically shall be binding.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

11.2 Entire Agreement. This Agreement, together with any exhibits or schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings, negotiations and agreements, whether written or oral.

11.3 Severability. If any provision of this Agreement is held to be invalid 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 approximates the Parties' intent.

MISCELLANEOUS

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