Legal Publishing Document

LEGAL PUBLISHING AGREEMENT

This Legal Publishing Agreement ("Agreement") is made and entered into as of the Effective Date by and between Client Name: whose principal place of business or residence is ("Author"), and Publisher Name: whose principal place of business is ("Publisher"). Effective Date: .

RECITALS

WHEREAS, Author has prepared or will prepare certain written work described as Title: (the "Manuscript"), consisting of legal commentary, drafts, annotations, and other related materials;

WHEREAS, Publisher is engaged in the business of publishing, distributing and licensing written works, and desires to acquire certain rights to publish and distribute the Manuscript in the Territory on the terms set forth herein;

WHEREAS, Author wishes to grant Publisher such rights, and Publisher wishes to accept such grant, subject to the terms and conditions contained in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Manuscript" means the work identified above together with any revisions, updates, captions, illustrations, indexes and accompanying materials delivered by Author under this Agreement.

1.2 "Territory" means .

2. GRANT OF RIGHTS

2.1 Subject to the terms of this Agreement, Author hereby grants to Publisher the exclusive right to publish, reproduce, distribute, display, perform, license and otherwise exploit the Manuscript in the Territory in all languages and all media whether now known or hereafter developed, for the Term (as defined below).

2.2 The rights granted include the right to prepare derivative works, abridgments, compilations and translations and to authorize third parties to produce and exploit the Manuscript consistent with this Agreement.

3. MANUSCRIPT DELIVERY; EDITORIAL PROCESS

3.1 Author shall deliver the complete Manuscript to Publisher no later than .

3.2 Publisher shall have the right to copyedit, format and make non-material editorial changes to the Manuscript for publication. Material changes that affect substantive legal conclusions, original research or attribution shall require prior written approval from Author, which approval shall not be unreasonably withheld.

4. COMPENSATION; ROYALTIES

4.1 Publisher shall pay Author an advance upon execution of this Agreement in the amount of USD, against future royalties.

4.2 Royalties shall be computed as of net receipts from sales of the Manuscript in the Territory. "Net receipts" means gross receipts actually received by Publisher less returns, discounts, taxes, shipping and direct selling costs.

4.3 Royalties shall be accounted for and paid semiannually within sixty (60) days following the end of each accounting period, accompanied by a statement showing computations in reasonable detail.

5. COPYRIGHT; OWNERSHIP

5.1 Copyright in the Manuscript shall remain vested in Author. Author hereby grants Publisher the exclusive licensees and rights described in Section 2 for the Term and Territory. Publisher shall register copyrights in Publisher's editions as permitted by applicable law and shall list Author as the author of the work in all customary copyright notices.

6. WARRANTIES, REPRESENTATIONS AND INDEMNITIES

6.1 Author represents and warrants that: (a) Author is the sole owner of the Manuscript and has full right and authority to enter into this Agreement and grant the rights herein; (b) the Manuscript is original to Author and does not infringe the copyright, trademark, trade secret or other proprietary rights of any third party; (c) the Manuscript contains no libelous or unlawful material; and (d) all necessary permissions for third-party materials incorporated in the Manuscript have been secured.

6.2 Author shall indemnify, defend and hold harmless Publisher and its affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the foregoing representations and warranties.

7. CONFIDENTIALITY

7.1 Each party agrees to keep confidential all nonpublic business, marketing and financial information disclosed by the other party in connection with performance under this Agreement, and not to use or disclose such information except as necessary to perform obligations under this Agreement or as required by law.

8. TERM AND TERMINATION

8.1 The Term of this Agreement shall commence on the Effective Date and shall continue for a period of years unless earlier terminated pursuant to this Section.

8.2 Either party may terminate this Agreement for material breach if the other party fails to cure such breach within thirty (30) days after written notice specifying the breach. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

9. NOTICES

Publisher Notices Address

Author Notices Address

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

10.2 Waiver of any breach shall not be deemed a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

11. 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.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 This Agreement, together with all schedules and exhibits hereto and any documents incorporated by reference, 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.

12.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

13. MISCELLANEOUS

13.1 Relationship of the Parties. The parties are independent contractors and nothing in this Agreement shall create an employment, agency, partnership or joint venture relationship between them.

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

SCHEDULE A — SUPPLEMENTAL TERMS

Supplemental Provisions

Delivery Notes (if any)

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