Non-exclusive Publishing Agreement

NON-EXCLUSIVE PUBLISHING AGREEMENT

This Non-Exclusive Publishing Agreement (the Agreement) is made as of by and between , with a principal place of business at ("Publisher"), and , with a mailing address at ("Author").

RECITALS

WHEREAS, Author is the sole author and copyright owner (or authorized licensee) of the literary, musical or other work(s) described below (collectively, the Work); and

WHEREAS, Publisher desires to obtain non-exclusive rights to publish, reproduce, distribute and otherwise exploit the Work in the formats and territories set forth herein, and Author is willing to grant such non-exclusive rights on the terms and conditions set forth below.

WHEREAS, the parties intend that this Agreement define the respective rights, duties and compensation concerning the exploitation of the Work.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DESCRIPTION OF THE WORK

The Work to be published under this Agreement is described as:

2. GRANT OF RIGHTS

Author hereby grants to Publisher a non-exclusive, non-transferable (except as expressly provided herein), royalty-bearing right to publish, reproduce, distribute, license and otherwise exploit the Work in the following media and formats, subject to the terms of this Agreement. Such grant does not transfer ownership of the copyright in the Work, which remains with Author.

Permitted formats (select all that apply):

3. TERRITORY

The rights granted in Section 2 are effective in the following territory:

4. TERM

This Agreement begins on the date first written above and continues for , unless earlier terminated in accordance with Section 10.

5. COMPENSATION; ROYALTIES

Publisher shall pay Author royalties based on Net Receipts from the exploitation of the Work as follows:

- Print editions: of Net Receipts.

- Digital editions: of Net Receipts.

- Audio editions: of Net Receipts.

"Net Receipts" means gross amounts actually received by Publisher from third parties attributable to sales of the Work, less customary trade discounts, returns, taxes directly imposed on sales and direct distribution costs. Publisher shall provide accounting to Author as set forth in Section 6.

6. ACCOUNTING AND PAYMENT

Publisher shall render written statements and pay any royalty amounts due to Author on a basis, within days after the end of the accounting period. Statements shall specify gross receipts, deductions, returns, and the resulting Net Receipts and royalties due.

7. RIGHTS RESERVED

Except for the limited non-exclusive rights expressly granted to Publisher in this Agreement, Author retains all right, title and interest in and to the Work, including but not limited to the right to exploit the Work itself or to grant rights to third parties.

8. REPRESENTATIONS, WARRANTIES AND COVENANTS

Author represents and warrants that: (a) Author is the sole author or has the authority to grant the rights granted herein; (b) the Work is original and does not infringe the rights of any third party; and (c) there are no outstanding agreements or encumbrances that would conflict with the rights granted to Publisher. Publisher represents and warrants that it will exercise its rights hereunder in good faith and in a commercially reasonable manner.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of any breach of its representations, warranties or covenants contained in this Agreement, provided that the indemnified party gives prompt written notice and cooperates in the defense.

10. TERMINATION

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice. Termination shall not relieve Publisher's obligation to account for and pay royalties accrued prior to termination.

11. CONFIDENTIALITY

The parties agree that terms of this Agreement and any non-public business information exchanged in connection with this Agreement shall be kept confidential and not disclosed to third parties except as required by law or with the prior written consent of the other party.

12. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below or to such other address as either party designates in writing. Notices shall be effective upon receipt.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay in exercising any right shall operate as a waiver thereof.

14. 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.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to choice-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, proposals and understandings, whether written or oral, relating to such subject matter.

17. SEVERABILITY

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

18. MISCELLANEOUS

The parties acknowledge that they have read and understand this Agreement and that they have had the opportunity to seek independent legal advice. Headings are for convenience only and do not affect interpretation.

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