Partnership Agreement for Publishers

Partnership Agreement for Publishers

Parties

This Partnership Agreement (the "Agreement") is made and entered into by and between:

Recitals

WHEREAS, the parties are engaged in the business of producing, publishing, marketing and distributing written, audio, and digital content (the "Publishing Business"); and

WHEREAS, the parties desire to enter into a partnership to combine certain publishing assets, collaborate on new works, share revenue, and allocate responsibilities under the terms set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement memorialize their mutual rights, obligations, contributions and the allocation of profits and losses arising from the partnership activities described herein.

Scope of Work

The partners shall collaborate on publication projects, which may include authorship, editing, design, distribution, marketing, licensing, and digital platform management. Specific responsibilities for each project shall be as set forth below and agreed in writing by the partners prior to commencement of each project.

Payment Terms

Compensation for partnership activities and revenue sharing for each project shall be governed by the following terms unless otherwise agreed in writing for a specific project.

Term and Termination

The partnership shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for cause may be effected immediately upon material breach if the breaching party fails to cure within thirty (30) days of written notice of such breach.

Confidentiality

Each party acknowledges that in the course of performance it will receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in connection with the partnership, including unpublished manuscripts, marketing plans, royalty reports, trade secrets and business strategies.

Each party shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information except as necessary to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to third parties except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes generally known to the public other than through a breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other's Confidential Information.

Intellectual Property; Licenses

Unless expressly agreed otherwise in writing for a particular work, copyright in works created jointly by the partners shall be owned jointly in proportion to the ownership percentages set forth above. Each party hereby grants to the partnership a non-exclusive, royalty-bearing right to use any pre-existing materials contributed to the partnership for use in partnership projects. Any third-party licenses required for included materials shall be obtained by the party contributing the materials unless otherwise agreed in writing and all licensing costs shall be shared as set forth in the payment schedule.

Representations and Warranties

Each party represents and warrants that it has full right, power and authority to enter into this Agreement, that any materials it contributes do not infringe third-party rights, and that it will obtain any necessary consents or licenses prior to contribution. Each party further warrants that it will comply with applicable laws in performing under this Agreement.

Indemnification

Each party shall indemnify, defend, and hold harmless the other party from and against any liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of breach of any representation, warranty or obligation under this Agreement, or out of claims that the indemnifying party's contributed materials infringe or misappropriate third-party rights.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation prior to initiating litigation. If unresolved, disputes shall be resolved by binding arbitration in the aforementioned state unless the parties mutually agree otherwise.

Entire Agreement; Amendment

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations and agreements. No amendment or modification of this Agreement shall be effective unless in writing and executed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets.

Execution

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. Electronic signatures shall be binding and have the same force and effect as original signatures.

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