Publisher Agreement Terms and Conditions

PUBLISHER AGREEMENT TERMS AND CONDITIONS

This Publisher Agreement Terms and Conditions (the "Agreement") is entered into as of by and between Publisher Name: with a principal place of business at and Author Name: with a principal place of business at .

RECITALS

WHEREAS, Publisher is engaged in the business of publishing, distributing and promoting literary, digital and audio works; and

WHEREAS, Author has authored or will author the Work described below and desires to grant certain rights to Publisher on the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions governing Publisher's exploitation of the Work.

NOW, THEREFORE

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

1. DEFINITIONS

1.1 "Work" means the literary or other material described as follows: Title: ; Description:

1.2 "Territory" means the geographic territory set forth in Section 4 or, if not otherwise specified, worldwide.

2. GRANT OF RIGHTS

2.1 License. Subject to the terms of this Agreement, Author hereby grants to Publisher the exclusive right to publish, reproduce, distribute, sell and otherwise exploit the Work in the formats selected below for the Territory and Term specified in this Agreement.

Rights granted (select one or more): Print Digital Audio Derivative Works

2.2 Reservation of Rights. All rights not expressly granted to Publisher are reserved by Author.

3. TERM AND TERMINATION

3.1 Term. The initial term shall be years from the Effective Date, with automatic renewal for successive year periods unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

3.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4. TERRITORY

4.1 The Territory for the rights granted under this Agreement shall be:

5. COMPENSATION AND ROYALTIES

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

5.2 Royalties. Publisher shall pay Author royalties at the rate of of net receipts for sales of the Work. "Net receipts" shall mean gross receipts actually received by Publisher less customary trade discounts, returns and taxes.

5.3 Statements and Payment. Publisher shall provide semi-annual accounting statements and pay any royalties due within days after the end of each accounting period.

6. DELIVERY; ACCEPTANCE

6.1 Delivery. Author shall deliver the completed manuscript in the format and by the delivery date set forth below:

6.2 Acceptance. Publisher shall review the Work and notify Author in writing of any material deficiencies within days of receipt; failure to provide such notice shall constitute acceptance.

7. INTELLECTUAL PROPERTY AND WARRANTIES

7.1 Ownership. Author represents and warrants that Author is the sole author and exclusive owner of the Work and has full right and authority to grant the rights granted hereunder.

7.2 No Infringement. Author warrants that the Work does not infringe any third party rights, contains no libelous or unlawful material, and does not violate any right of privacy or publicity.

8. INDEMNIFICATION

8.1 Author Indemnity. Author shall indemnify, defend and hold harmless Publisher and its officers, agents and assigns from and against any and all claims, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Author's representations, warranties or obligations under this Agreement.

8.2 Publisher Indemnity. Publisher shall indemnify, defend and hold harmless Author from claims arising out of Publisher's gross negligence or willful misconduct in the publication or distribution of the Work.

9. CONFIDENTIALITY

9.1 Confidential Information disclosed by either party that is identified as confidential or that reasonably should be understood to be confidential shall not be disclosed to third parties and shall be used only for the performance of this Agreement, except as required by law.

10. AUDIT RIGHTS

10.1 Author shall have the right, at its expense and upon reasonable prior written notice, to inspect Publisher's books and records relating to the Work for the preceding years, during normal business hours.

11. ASSIGNMENT

11.1 Publisher may assign this Agreement or any rights hereunder to an affiliate or in connection with a merger, sale of substantially all assets or similar transaction; any other assignment by either party requires the prior written consent of the other party, which shall not be unreasonably withheld.

12. NOTICES

12.1 All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or such other address as a party may designate by notice):

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

13.2 Waiver. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the party to be charged; no waiver shall constitute a waiver of any other provision or of the same provision on another occasion.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles.

14.2 Entire Agreement. This Agreement, including any exhibits or addenda expressly incorporated herein, constitutes the entire agreement between the parties regarding the Work and supersedes all prior agreements and understandings.

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuates the parties' intent.

15. MISCELLANEOUS

15.1 Relationship of Parties. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship.

15.2 Publicity. Neither party shall issue publicity concerning the terms of this Agreement without the prior written consent of the other party, except that Publisher may list the Work and Author's name in Publisher's promotional materials.

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