Publishing Agreement Template

PUBLISHING AGREEMENT

This Publishing Agreement ("Agreement") is made effective as of by and between , a publishing entity with principal place of business at (hereinafter "Publisher"), and , residing at (hereinafter "Author").

RECITALS

WHEREAS, Author has created and/or will deliver a literary work currently entitled "" (the "Work");

WHEREAS, Publisher is engaged in the business of publishing, distributing and selling literary works and wishes to acquire certain rights in the Work on the terms set forth herein;

WHEREAS, Author desires to grant Publisher certain rights in the Work in consideration of the payments and other obligations described herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. GRANT OF RIGHTS

1.1 Grant. Subject to the terms of this Agreement, Author hereby grants to Publisher the exclusive right and license to publish, reproduce, distribute, sell, and otherwise exploit the Work in the following formats: (the "Permitted Formats") throughout the Territory defined below, for the Term set forth in Section 9.

1.2 Territory. The rights granted under this Agreement shall be effective in the territory of (the "Territory").

1.3 Exclusive/Nonexclusive. The parties agree that the grant is Exclusive Non-exclusive. If both boxes are unchecked, the grant shall be presumed exclusive with respect to the Permitted Formats in the Territory.

2. MANUSCRIPT DELIVERY AND ACCEPTANCE

2.1 Delivery. Author shall deliver the complete manuscript to Publisher on or before in a form acceptable to Publisher.

2.2 Acceptance and Revisions. Publisher shall notify Author within days of receipt whether the manuscript is accepted. Publisher may request reasonable editorial revisions, and Author shall cooperate in good faith to complete such revisions within a mutually agreed time.

3. ADVANCE AND ROYALTIES

3.1 Advance. Publisher shall pay Author a non-returnable advance against royalties in the amount of payable as follows: .

3.2 Royalties. Publisher shall pay Author royalties as a percentage of Net Receipts as follows:

3.3 Recoupment. All advances and other advances paid to Author shall be recoupable from Publisher's payment of royalties until fully recouped. Publisher shall notify Author of recoupment status in each accounting.

4. ACCOUNTING AND PAYMENTS

4.1 Statements. Publisher shall provide Author with written royalty statements and any royalty payments due on a basis, accompanied by reasonable documentation of sales and deductions.

5. COPYRIGHT AND OWNERSHIP

5.1 Copyright. Except for the license granted herein, Author retains all rights, title and interest in and to the copyright in the Work. Author agrees to execute any documents reasonably necessary to effect registration of the copyright or to perfect Publisher's license.

5.2 Moral Rights. To the extent permitted by law, Author hereby waives or assigns any moral rights that would prevent Publisher from making customary editorial changes and adaptations for the Permitted Formats.

6. WARRANTIES AND INDEMNITY

6.1 Author Warranties. Author represents and warrants that: (a) Author is the sole owner of the Work or is fully authorized to enter into this Agreement; (b) the Work is original and does not infringe any third party's rights; (c) the Work contains no unlawful matter; and (d) there are no outstanding agreements or licenses in conflict with the rights granted herein.

6.2 Indemnity. Author shall indemnify, defend and hold Publisher harmless from and against any and all claims, losses, damages or liabilities (including reasonable attorneys' fees) arising out of a breach of the foregoing representations and warranties.

7. EDITORIAL AND PRODUCTION

7.1 Editorial Control. Publisher shall have final authority over title, cover design, format, pricing, and all production and marketing decisions subject to reasonable consultation with Author for works of personality or where specified by the parties in writing.

7.2 Proofs. Publisher shall provide Author with proofs or galleys for review. Author shall return comments within days. Publisher shall not be liable for delays caused by Author's failure to timely review.

8. MARKETING AND PROMOTION

Publisher shall use commercially reasonable efforts to market and promote the Work. Publisher's obligations are not guarantees of sales volume. Author agrees to make reasonable promotional appearances upon Publisher's request and subject to mutually agreed schedules and reimbursement of reasonable expenses.

9. TERM AND TERMINATION

9.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of and thereafter for successive renewal periods as specified herein or until terminated in accordance with this Section.

9.2 Termination for Breach. Either party may terminate this Agreement if the other party materially breaches any provision and fails to cure such breach within days after written notice.

9.3 Reversion of Rights. Upon termination for uncured material breach by Publisher, rights granted to Publisher shall revert to Author as set forth in Section 9.3 and Publisher shall cease further distribution unless otherwise agreed in writing.

10. CONFIDENTIALITY

Each party agrees to keep confidential the other party's proprietary information disclosed in connection with this Agreement and shall not disclose such information except as necessary to perform obligations hereunder or as required by law.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other.

12. AMENDMENTS, WAIVER, AND COUNTERPARTS

12.1 Amendments. This Agreement may be amended only by a written instrument executed by both parties.

12.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving compliance. No delay or failure to exercise any right will constitute a waiver.

12.3 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. Signatures transmitted by electronic means shall be binding.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

13.2 Entire Agreement. This Agreement, including any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision to effect the original intent.

14. MISCELLANEOUS

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