Legal Publisher Agreement

LEGAL PUBLISHER AGREEMENT

This Legal Publisher Agreement (the Agreement) is entered into as of Effective Date: by and between Publisher Name: , a(n) Corporation LLC Individual, with principal place of business at (Publisher), and Author Name: , with address at (Author). Publisher and Author are sometimes referred to herein individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Author is the sole owner of the literary, editorial and legal content described as Title(s): (the Work); and

WHEREAS, Publisher publishes and distributes legal reference materials and desires to acquire the rights to publish, reproduce and distribute the Work under the terms set forth in this Agreement; and

WHEREAS, Author desires to grant Publisher the rights to publish the Work on the terms and conditions contained herein.

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

1. DEFINITIONS

1.1 "Work" means the written material described in the Recitals, including all revisions, translations, edits, tables, indexes and associated electronic files delivered by Author under this Agreement. 1.2 "Territory" means . 1.3 "Media" means print, digital, online subscription, and any substantially similar formats.

2. GRANT OF RIGHTS

2.1 Grant. Subject to the terms of this Agreement, Author grants Publisher the exclusive right to reproduce, publish, distribute, license and sublicense the Work in the Territory in the Media for the Term described in Section 11. This grant includes the right to create derivative works for the purpose of updating legal commentary, redactions for jurisdictional variations, and formatting changes necessary for publication.

2.2 Reserved Rights. Author retains all rights not expressly granted to Publisher, including Author's moral rights to be credited as the creator of the Work to the extent such rights are not assignable under applicable law.

3. DELIVERY AND ACCEPTANCE

3.1 Delivery. Author shall deliver final manuscript and associated files to Publisher on or before Delivery Date: . 3.2 Acceptance. Publisher shall have a review period of days following delivery to notify Author of any material defects. If no notice is provided within the review period, the Work shall be deemed accepted.

4. EDITORIAL CONTROL

Publisher shall have the right to copy edit, design, typeset and format the Work for publication, provided that substantive changes affecting legal analysis or author attribution shall not be made without Author's prior written approval, such approval not to be unreasonably withheld.

5. COMPENSATION AND ROYALTIES

5.1 Advance. Publisher shall pay Author an advance against future royalties in the amount of payable within 30 days following execution of this Agreement.

5.2 Royalties. Publisher shall pay Author a royalty equal to of Net Receipts from sales of the Work. "Net Receipts" means gross receipts actually received by Publisher less customary trade discounts, returns, taxes, and direct distribution costs.

5.3 Accounting and Payment. Publisher shall provide semi-annual royalty statements with payment within 45 days of the end of each accounting period. Statements shall identify units sold, gross receipts, deductions and royalty calculations.

6. COPYRIGHT AND OWNERSHIP

6.1 Copyright. Author represents that the Author is the sole owner of the copyright in the Work and shall execute or cause to be executed any documents reasonably necessary to perfect Publisher's rights granted herein. Copyright shall remain with Author, subject to the license granted to Publisher.

7. REPRESENTATIONS AND WARRANTIES

Author represents and warrants that: (a) Author is the exclusive owner of the Work; (b) the Work does not infringe any copyright, trademark, trade secret or other proprietary right of any third party; (c) the Work does not contain libelous or unlawful material; and (d) no third-party permissions are required except as disclosed in writing to Publisher prior to execution. Publisher represents that it will exercise commercially reasonable efforts to publish and promote the Work in accordance with customary trade practices.

8. CONFIDENTIALITY

Each Party shall keep confidential and not disclose to any third party non-public business or editorial information disclosed by the other Party in connection with the negotiation and performance of this Agreement, except as required by law or as necessary to exercise rights or perform obligations under this Agreement.

9. INDEMNIFICATION

Author shall indemnify, defend and hold harmless Publisher and its affiliates and their respective officers, directors and employees from and against any claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of a breach of Author's representations and warranties. Publisher shall indemnify Author for claims arising from Publisher's gross negligence or willful misconduct in publishing or distributing the Work.

10. LIMITATION OF LIABILITY

Except for breaches of confidentiality, indemnification obligations or willful misconduct, neither Party shall be liable to the other for consequential, incidental or punitive damages arising under this Agreement. The Parties' aggregate liability for direct damages shall be limited to the total royalties paid or payable to Author under this Agreement during the twelve (12) month period preceding the claim.

11. TERM AND TERMINATION

11.1 Term. The license granted to Publisher shall commence on the Effective Date and continue for an initial term of years unless earlier terminated as provided herein.

11.2 Termination for Cause. Either Party may terminate this Agreement upon material breach by the other Party if such breach remains uncured after days' written notice specifying the breach.

11.3 Effect of Termination. Upon termination Publisher shall cease further exploitation of the Work and, within 60 days, account for and pay any unpaid sums then due. Sections concerning warranties, indemnities, confidentiality and accrued payment obligations shall survive termination.

12. NOTICES

Notices required under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the Parties at the addresses set forth above or such other address as either Party may designate in writing.

13. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The failure of either Party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

14. SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable under applicable law, such provision shall be stricken and the remaining provisions shall remain in full force and effect.

15. 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.

16. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

17. 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. Signatures delivered by electronic means shall be effective as originals.

ADDITIONAL PROVISIONS

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