Legal Publishing Agreement

LEGAL PUBLISHING AGREEMENT

This Legal Publishing Agreement (the Agreement) is made as of / / , by and between Author Name: with principal address (Author), and Publisher Name: with principal address (Publisher). Author and Publisher are each a Party and collectively the Parties.

RECITALS

WHEREAS, Author has prepared or will prepare a literary work entitled (the Manuscript), which addresses legal subject matter and for which Author holds or will secure all necessary rights; and

WHEREAS, Publisher is engaged in the business of publishing and distributing books, digital publications and related materials and desires to acquire publishing rights in the Manuscript on the terms and conditions set forth herein; and

WHEREAS, Author desires to grant such rights to Publisher and Publisher desires to accept such grant, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: (a) "Publication" means any edition, format, or version of the Manuscript produced for sale, license, or distribution, including hardcover, paperback, electronic, audio and any derivative formats; (b) "Territory" means the geographical area described in Section 2.2; and (c) "Net Receipts" means gross amounts actually received by Publisher from the sale or license of the Publication less customary trade discounts, returns and direct distribution expenses, as further described in Section 5.2.

2. GRANT OF RIGHTS

2.1 Grant. Subject to the terms and conditions of this Agreement, Author hereby grants to Publisher the exclusive right to publish, distribute, promote and license the Manuscript in the Publication Formats set forth below during the Term, and Author shall not authorize any third party to publish the Manuscript in those Formats within the Territory during the Term, except as expressly permitted in writing by Publisher.

2.2 Territory. The grant extends to the following Territory:

2.3 Formats. Publisher is granted rights in the following formats (check all applicable): Hardcover Paperback Electronic (eBook) Audio Other

3. MANUSCRIPT DELIVERY AND ACCEPTANCE

3.1 Delivery. Author shall deliver to Publisher a complete and final manuscript, in editable electronic format, no later than .

3.2 Acceptance. Publisher shall have a period of sixty (60) days following delivery to review the Manuscript for compliance with agreed standards. If Publisher reasonably rejects the Manuscript, Publisher shall notify Author in writing specifying non-conforming items and Author shall have thirty (30) days to cure.

4. PUBLICATION; PRODUCTION

4.1 Publication Schedule. Publisher shall use commercially reasonable efforts to publish the Manuscript in the agreed Formats on or before .

4.2 Production Details. Publisher shall determine specifications for typesetting, cover design, paper stock, and initial print run, subject to consultation with Author on substantive matters; Publisher shall provide Author reasonable opportunity to review proofs for typographical and factual errors.

5. ADVANCES AND ROYALTIES

5.1 Advance. Publisher shall pay Author an advance against royalties in the amount of , payable according to the following schedule:

5.2 Royalties. Royalties shall be calculated as a percentage of Net Receipts as follows:

5.3 Accounting and Payment. Publisher shall render royalty statements and pay any amounts due within days after the end of each accounting period. Statements shall include calculations of Net Receipts, deductions and returns.

6. COPYRIGHT, CREDIT AND MORAL RIGHTS

6.1 Copyright. Unless otherwise agreed in writing, Author retains the copyright in the Manuscript and hereby grants Publisher the rights specified in Section 2 for the Term. Publisher shall have the right to register its editions and secure ISBNs in Publisher's name as the Publisher of record.

6.2 Credit. Publisher shall credit Author as the author of the Manuscript on the title page and in marketing materials in a customary manner.

7. WARRANTIES, REPRESENTATIONS AND INDEMNITIES

7.1 Author Warranties. Author represents and warrants that: (a) Author is the sole owner of the Manuscript or is duly authorized to grant the rights granted herein; (b) the Manuscript is original to Author, does not infringe any third party rights, and contains nothing unlawful; and (c) Author has not granted and will not grant conflicting rights to any third party for the formats and territory granted to Publisher.

7.2 Indemnity. Author shall indemnify, defend and hold Publisher harmless from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from any breach of the foregoing warranties, provided Publisher gives prompt written notice of any claim and affords Author reasonable control of the defense and settlement thereof.

8. TERM, TERMINATION AND REVERSION

8.1 Term. The rights granted herein shall continue for a period of from the date of first Publication, unless earlier terminated as provided in this Agreement.

8.2 Termination for Material Breach. Either Party may terminate this Agreement upon thirty (30) days' written notice if the other Party has materially breached this Agreement and failed to cure within such period. Upon termination for Author's breach, Publisher may retain any amounts earned prior to termination.

8.3 Reversion. Upon termination by Author for Publisher's uncured material breach or upon expiration of the Term, rights granted to Publisher shall revert to Author, subject to a reasonable wind-down period for sales in progress and existing inventory.

9. CONFIDENTIALITY

Each Party shall keep confidential all non-public commercial terms of this Agreement and any confidential information disclosed by the other Party in connection with the Manuscript, except information that is or becomes public through no fault of the receiving Party or is required to be disclosed by law.

10. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the Parties at their respective addresses set forth below or at such other address as a Party may designate by notice in accordance with this Section.

11. MISCELLANEOUS PROVISIONS

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction identified by Publisher's principal place of business, without regard to its conflict of laws principles, except where mandatory law requires otherwise.

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

Severability. If any provision of this Agreement is held 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 or unenforceable provision with a valid provision that approximates the Parties' intent.

Amendments and Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by both Parties. The failure of either Party to enforce any right shall not constitute a waiver of that right.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronically transmitted signatures shall be deemed original signatures for all purposes.

ADDITIONAL TERMS

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