Literary Rights Agreement

LITERARY RIGHTS AGREEMENT

This Literary Rights Agreement (the “Agreement”) is made as of Effective Date: by and between Author Name: whose address is and Publisher/Licensee Name: whose address is (each a “Party” and collectively the “Parties”).

RECITALS

WHEREAS, Author is the sole author and owner of the literary work entitled (the “Work”), and has the authority to license rights in the Work; and

WHEREAS, Publisher wishes to acquire certain rights to the Work for the purpose of publication, reproduction, distribution, performance and adaptation as set forth below; and

WHEREAS, the Parties desire to set forth the terms upon which such rights shall be licensed and exploited.

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

1. GRANT OF RIGHTS

1.1 License. Author hereby grants to Publisher the following rights in the Work for the Term and Territory set forth herein:

(a) Rights granted (check applicable):   Print/Hardcover   Paperback   Electronic/ebook   Audiobook   Translation   Dramatic/Adaptation

(b) Exclusivity: Exclusive license    Non-exclusive license

(c) Territory:    (d) Languages:

(e) Formats and Media: Publisher may exploit the Work in all current and future media and formats, including digital transmission, print-on-demand, and audio formats.

2. TERM

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

3. CONSIDERATION, ADVANCES, AND ROYALTIES

3.1 Advance. Publisher shall pay Author an advance against royalties in the amount of payable as follows: .

3.2 Royalties. Publisher shall pay Author royalties at the following rates: for applicable formats. Royalty calculations shall be made in accordance with Publisher's standard accounting practices, less customary trade discounts, returns, and distribution charges.

3.3 Accounting and Payment. Publisher shall render statements and remit royalties to Author within days after the end of each accounting period. Statements shall show gross receipts, deductions, and net amounts due.

4. DELIVERY, PUBLICATION, AND ACCEPTANCE

4.1 Delivery. Author shall deliver the complete manuscript to Publisher on or before .

4.2 Publication. Publisher shall use commercially reasonable efforts to publish the Work within of acceptance. Acceptance shall not be unreasonably withheld. Publisher's failure to publish within such period shall not void the license but shall entitle Author to seek remedies specified in Section 6.

5. COPYRIGHT, MORAL RIGHTS AND CREDITS

5.1 Copyright Ownership. Author retains all right, title and interest in and to the copyright in the Work, subject to the license granted herein. Publisher shall not assert ownership of the copyright in the Work.

5.2 Moral Rights. Author warrants that Author has the sole right to control attribution and moral rights in the Work. To the extent permitted by law, Author hereby waives any moral rights in favor of Publisher to permit necessary editorial changes and adaptations for publication and exploitation.

5.3 Credit. Publisher shall accord Author credit in a manner customary in the trade and as specified: .

6. WARRANTIES, REPRESENTATIONS AND INDEMNITIES

6.1 Author Warranties. Author represents and warrants that: (a) the Work is original to Author and does not infringe any third party rights; (b) Author has the full power and authority to enter into this Agreement and to grant the rights herein; and (c) the Work contains no unlawful material.

6.2 Indemnity. Author agrees to indemnify and hold harmless Publisher from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of breach of the foregoing warranties. Publisher shall promptly notify Author of any claim and shall cooperate in the defense.

7. TERMINATION

7.1 Termination for Breach. Either Party may terminate this Agreement upon material breach by the other Party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

7.2 Reversion. Upon termination for uncured material breach by Publisher, all licensed rights in the Work shall revert to Author, subject to Publisher's obligation to account and pay royalties earned prior to termination.

8. CONFIDENTIALITY

8.1 Confidential Information. Each Party agrees to keep confidential and not disclose any non-public business or financial information concerning the other Party obtained in connection with this Agreement, except as required by law or for performance of this Agreement.

9. NOTICES

Author Notice Address

Publisher Notice Address

Notices shall be sent to the addresses above and shall be deemed delivered upon personal delivery, confirmed overnight courier, or five (5) business days after mailing by certified mail.

10. ASSIGNMENT

10.1 Assignment by Publisher. Publisher may assign this Agreement or its rights hereunder to an affiliate or successor in interest provided that such assignee assumes Publisher's obligations hereunder in writing.

10.2 Assignment by Author. Author may not assign this Agreement without Publisher's prior written consent, except that Author may assign proceeds of this Agreement to a collecting agent or successor.

11. AMENDMENT, WAIVER, COUNTERPARTS

11.1 Amendment. This Agreement may be amended or modified only by a written instrument executed by both Parties.

11.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver unless in writing and signed by the waiving Party.

11.3 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.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

12.2 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 negotiations, whether oral or written.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

13. MISCELLANEOUS PROVISIONS

13.1 Relationship of the Parties. The Parties are independent contracting parties and nothing in this Agreement shall create a partnership, joint venture or agency relationship.

13.2 Publicity. Neither Party shall issue publicity concerning the terms of this Agreement without the prior written consent of the other Party, except as required by law.

DESCRIPTION OF THE WORK

Brief description of the Work

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