Publishing Agreement APA

Publishing Agreement APA

This Publishing Agreement ("Agreement") is entered into as of by and between Publisher Name: with principal address: and Author Name: with address: .

WHEREAS

WHEREAS, Publisher is engaged in the business of publishing scholarly and educational materials and desires to publish the Work described herein under the terms set forth in this Agreement; and

WHEREAS, Author is the sole creator of the Work and has the full right and authority to grant the rights granted below and desires to have the Work published by Publisher on the terms described in this Agreement.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the delivery, publication, distribution, and exploitation of the Work.

1. Grant of Rights

Author hereby grants to Publisher the exclusive right to publish, reproduce, distribute, license, translate, adapt, and otherwise exploit the Work in all languages and formats throughout the world for the Term defined below. This grant includes the right to produce derivative works, to include the Work in collective works, and to license third parties for such exploitation, subject to the limitations set forth in this Agreement.

2. Scope of Work

Publisher shall have full editorial control over format, design, front and back matter, cover art, and marketing copy; provided that substantive changes to the Work will be communicated to Author in writing and may not be made without Author's prior written consent when such changes affect the meaning or substance of the Work.

3. Delivery and Acceptance

Author shall deliver the final manuscript, in the agreed format, by . Publisher shall have a reasonable period, not to exceed 60 days after delivery, to accept the Work or to provide a written statement of required revisions. If Publisher does not accept within such period and fails to provide revisions, Author may treat the Work as rejected and any rights granted shall revert in accordance with Section 8.

4. Payment Terms

Any payment not received by Author within 30 days of its due date shall accrue interest at the rate of % per month, compounded monthly, or a minimum late fee of $ , whichever is greater.

5. Term and Termination

Term: This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice. Publisher may also terminate if Author fails to deliver the Work within any extended delivery period agreed in writing.

Upon termination for cause by Author, Publisher shall cease further exploitation of the Work and shall account to Author for all unpaid amounts earned through the date of termination. Upon termination for cause by Publisher, rights granted shall revert to Author subject to Publisher's obligation to pay amounts accrued prior to termination.

6. Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement and shall not use such information except as necessary to perform its obligations hereunder. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party or that was rightfully in the receiving party’s possession prior to disclosure.

7. Warranties and Indemnification

Author represents and warrants that (a) Author is the sole author of the Work and owns all rights granted herein, (b) the Work is original and does not infringe the rights of any third party, and (c) the Work contains no unlawful material. Author shall indemnify and hold Publisher harmless from and against any losses, damages, and costs (including reasonable attorney fees) arising from any breach of the foregoing representations and warranties.

Publisher represents and warrants that it will exercise reasonable efforts to market and distribute the Work in accordance with customary industry practices and will provide periodic statements and payments to Author as set forth in Section 4. Publisher shall indemnify Author for claims arising from Publisher's negligent or willful misuse of the Work beyond the rights granted in this Agreement.

8. Assignment

Publisher may assign its rights and obligations under this Agreement to an affiliate or in connection with a sale of substantially all of its publishing assets; provided that Publisher remains liable for obligations accruing after assignment. Author may not assign this Agreement or the rights granted herein without Publisher's prior written consent, except to an assignee of Author's entire interest.

9. 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. Venue for any dispute arising out of or relating to this Agreement shall be exclusively in the state or federal courts located within that state.

10. Entire Agreement

This Agreement, including all schedules and exhibits hereto, 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. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

11. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed given upon delivery, if delivered personally or by certified mail, or three (3) days after deposit with a nationally recognized overnight courier.

12. Miscellaneous

If any provision of this Agreement is held to be unenforceable, the remainder of this Agreement shall continue in full force and effect. The parties are independent contractors; nothing herein creates an employment, partnership, joint venture, or agency relationship. The failure of either party to enforce any right or provision under this Agreement shall not constitute a waiver of future enforcement of that right or provision.

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