Publishing Contract

Publishing Contract Including Right to License Work in Book Form as well as Media other than Book Form

Agreement made on the , between

of
, referred to herein as Author, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Publisher.

Whereas, Author is the Author of a Book entitled , hereinafter called the Work; and

Whereas, Publisher desires to purchase the rights to publish the Work in any format including, book both hard copy and paperback, audio, and digital (including an e-book format); and

Whereas, Author desires to sell the rights to publish the Work in any format including, book both hard copy and paperback, audio, and digital (including an e-book format), pursuant to the terms of this Agreement;

1. Rights Granted to Publisher

A. Author grants to the Publisher during the term of the copyright in the Work and all renewals the exclusive right to:

1. Publish and market the Work in book form (including hard cover and paperback) throughout the world;

2. Publish and market the Work in audio form (including cassettes and compact discs) throughout the world;

3. Publish and market the Work in digital form, including, but not limited to an e-book format.

4. License the Work for publication and sale in any of the formats described in this Subparagraph A in any translation throughout the world; and

5. License (including in any of the formats described in this Subparagraph A) in whole or in part any selection, abridgment, condensation, translation, adaptation, anthology, digest, first, second, and later serialization, syndication, book club, reprint (including paperbacks, sets, and omnibus volumes), mechanical recordation, Braille, microfilm and microcard reproduction, cartoon, reading (direct or transmitted) in dramatic form, for stage, motion picture, radio, and television, and in all forms of merchandising and commercial use now known or to be known in the future; any of the above uses may be made for publicity purposes without charge to benefit the sale of the Work.

B. Any rights in the Work not specifically granted to the Publisher are reserved by the Author.

2. Publication and Procedure

Publisher agrees to publish the Work in any format set forth in Subparagraph A it chooses at its own expense, in the manner and at the prices, the Publisher may deem appropriate, subject to the following procedure:

A. Author shall deliver to the Publisher, not later than by , legible typewritten or printed copies of the Work or a copy of the Work on computer disk in form and substance satisfactory to the Publisher, together with the appropriate and reproducible illustrative materials ready for production and all permissions to use the copyrighted materials (collectively the Manuscript).

If the Author fails to deliver the Manuscript to the Publisher not later than the date of delivery, or if the Publisher in good faith considers the Manuscript unsatisfactory for any reason, the Publisher shall have the right to rescind this Agreement by notice forwarded to the Author, and the Author shall repay to the Publisher the amount of any advance received by the Author.

Until the rescission notice, the Author may not cause publication of the Work elsewhere.

If the Manuscript as delivered is not ready to print from, but is otherwise satisfactory to the Publisher, the Author shall have the option, after written notice from the Publisher, of preparing it for delivery within days.

On the Author's failure to do so, the Publisher may have the Manuscript properly prepared and charge the cost to the Author.

Grammar, spelling, punctuation, capitalization, and the like may be corrected by the Publisher, or the Publisher may request the Author to make the corrections.

If the Author within days after the request fails to deliver the Manuscript corrected, then the Publisher may cause the corrections to be made and charge the cost to the Author.

B. Galley or page proofs, or both, shall be forwarded to the Author for the Author's corrections and changes.

C. Author shall return to the Publisher, within days after receipt, the galley and the page proofs of the Work; and if the Author fails to return the galley or page proofs within that period, the Publisher may publish the Work as printed.

If the Author makes additions or changes in the galley or page proofs (other than corrections of printer's errors), then the Author and Publisher shall share equally the costs up to $, and any costs in excess of $ shall be charged to the Author.

D. The Author shall prepare and deliver to the Publisher on its request, within days after receipt by the Author of the galley or page proofs of the Work, copies of an index, legibly typewritten or a copy of the index on computer disk in , failing which the Publisher may have the index prepared at the Author's expense, which shall be charged to the Author.

E. Author shall revise the first and subsequent editions of the Work at the request of the Publisher, and shall supply any new matter necessary from time to time to keep the Work up to date.

If the Author neglects or is unable to revise or supply new matter in a form satisfactory to the Publisher, the Publisher may engage some other person or persons to do so and may deduct the costs from the royalties accruing to the Author on the revised subsequent editions.

If revisions are not made by the Author, the Publisher shall cause that fact to be evident in the revised subsequent edition. The Publisher shall have all of the rights in connection with all subsequent editions that it is entitled to in the original Work.

3. Author’s Royalties

The Publisher agrees to pay the Author royalties as follows:

A. Royalties due and owing shall be determined on the basis of the Publisher's paid invoices only.

B. Percentage of royalties shall be computed under the following categories:

1. On sale of the regular hardback edition to purchasers located in the United States: of the net receipts;

2. On the sale of paperback versions of the work to purchasers located in the United States, of the royalty set forth in Subparagraph B(1) above of this Section;

3. On the sale of other than the regular hardback or paperback (such as audio or digital versions) to purchasers located in the United States, of the royalty set forth in Subparagraph B(1) above of this Section;

4. On the sale of the Work in any format outside the United States, of the royalty set forth in Subparagraph B(1) above of this Section;

5. of the net receipts derived from the sale of rights under Section One, Subparagraph A(5); and

6. If others than the Author revise any editions of the Work, the Author shall receive as royalties of the net receipts.

C. Publisher shall pay no royalties on copies furnished gratis to the Author or other persons.

D. Publisher agrees to render semiannual statements of account to the last day of June and the last day of December immediately succeeding publication of the Work, and annual statements for each succeeding annual period to the last day of December during which the sums shall have accrued to the Author; to forward statements with the payment of the amounts due to the Author on or before the first day of October and the first day of April following that period.

Royalties shall be payable on paid invoices less returns and adjustments. If the amount due for any accounting period shall be less than $, the amount due shall be accrued but not paid. The Publisher may deduct any overpayment to the Author, whether on the Work or on other Works of the Author published by the Publisher.

E. The Author shall have the right to examine through the Author's accountant and at the Author's expense the Publisher's books and records containing entries relating to the Author's rights under the terms of this Agreement.

F. The Publisher shall present to the Author copies of the Work on publication and shall permit the Author to purchase for his own use, but not for resale, further copies at a discount of from the retail list price to be charged to the Author.

4. Copyrights

A. The Author agrees that he will notify the Publisher promptly in writing of any arrangement that he may make for the publication of the Work or any part prior to the first publication of the Work, and will secure copyright protection in the United States, and will also notify the Publisher of all copyrights in the Work or any part that may be secured.

If the copyrighted material is included in the Work, the Author, at his own expense, shall secure from the copyright owners written permissions to reprint the material in the Work in all publications Authorized under this Agreement; and shall deliver timely, recordable assignments of all United States copyrights or permissions to the Publisher.

B. Publisher shall (subject to the representations and agreements of the Author) imprint a proper United States copyright notice in each copy of the Work sold or offered for sale by the Publisher in the United States, in compliance with the United States copyright law and the Universal Copyright Convention; and shall apply for registration of the copyright in the Publisher's or the Author's name in the United States and in any other countries as may be covered by this Agreement.

C. If the Publisher supplied artwork at its own expense, it shall own it and may copyright the Work in its own name.

D. If the copyright in the Work is infringed by a publication or production of a kind that invades any of the rights in which the Publisher has a financial interest under the provisions of this Agreement, then if either the Author or the Publisher shall determine to bring an action for infringement of the copyright, then the Author or the Publisher shall give notice to the other party, and if the other party shall elect to join in the prosecution of the action, the expenses and the net amount of any recovery or settlement resulting shall be shared in the proportions set forth.

If the alleged infringement shall be in the form of a published volume, then the expenses and the recovery or settlement shall be shared equally; if the alleged infringement shall take any other form, the parties shall share expenses and recovery or settlement equally.

If either of the parties shall fail to join in the action and to share expenses, then the other shall have the right to bring the action alone and to join the non-cooperating party as a party plaintiff in the action, but in the event the prosecuting party shall bear all the expenses, shall retain the whole of any recovery or settlement, but shall hold the non-cooperating party harmless against all costs, expenses, and judgments resulting from the action.

E. The Author shall make timely application for the renewal of each United States copyright in the Work and any published parts, abridgments, or condensations and if the copyright in the Work shall be in the name of the Publisher, then the Author shall assign to the Publisher the copyright for the renewal term.

The Author irrevocably appoints the Publisher agent with the right but not the obligation to apply for renewal of the copyright. The Author further agrees that he will cooperate with the Publisher in all respects necessary to the protection and maintenance of the copyright and the renewal copyright in the Work.

6. Warranties and Indemnification

A. Author warrants as follows:

1. The Work is original; he is the sole owner of all the rights in this Agreement granted to the Publisher; and he has the full right and power to make this Agreement;

2. No part of the Work has been published; no right has been granted by the Author; and no copyright has been secured, except as follows:

3. If published the Work will not infringe on any proprietary right at common law or any statutory copyright or any other right whatever of third parties;

4. The Work is innocent and contains no matter that is obscene, libelous, in violation of any right of privacy, or otherwise in contravention of law; and

5. During the term of this Agreement the Author shall not publish or permit the publication of any material written in whole or in part by him that is derived from or competitive to the Work or the rights granted without the prior written consent of the Publisher.

B. Author agrees to indemnify and hold the Publisher harmless from any claim, demand suit, action, proceeding, or prosecution (and liability, loss, expense, or damage in consequence) asserted or instituted by reason of the publication or sale of the Work or the Publisher's exercise or enjoyment of any of its rights under this Agreement or by reason of any warranty or indemnity made, assumed, or incurred by the Publisher in connection with the exercise of any of its rights under this Agreement.

Publisher shall have the right at its option either to defend the claim, demand, suit, action, proceeding, or prosecution by counsel of its selection, or to settle the same on terms it deems advisable; or, with the prior written approval of the Publisher, the Author may defend or settle.

In the event of a final judgment dismissing any claim, demand, suit, action, proceeding, or prosecution without liability to the Publisher, the indemnity of the Author shall be limited to reimbursing the Publisher to the extent of one-half of the net expenses incurred by the Publisher.

Publisher shall have the right in its discretion to extend the benefit of the Author's warranties and indemnities to any person, firm, or corporation at any time, and the Author shall be liable as if originally made to that person, firm, or corporation.

Publisher shall have the further right to withhold and apply any royalties or other sums due the Author under this or any other Agreement in payment of the Author's obligations under this Paragraph.

7. Termination and Breach

A. If the Publisher gives written notice to the Author of its intention to discontinue publication of the Work, or if the Publisher fails to keep the Work in print, and, the Author having given notice to the Publisher to reprint the Work, the Publisher has failed to do so within 12 months after receipt of notice, or if the Publisher shall substantially breach this Agreement and shall not have remedied the breach within days after receipt of notice from the Author, then the Author shall have the right to terminate this Agreement by notice delivered to the Publisher.

The Work shall be deemed in print if it is on sale by the Publisher or under license granted by the Publisher, or if any option for its publication, granted by the Publisher, is outstanding.

B. Publisher's failure to perform any term or condition of this Agreement by reason of any contingency beyond the Publisher's control or the control of the Publisher's suppliers (including, but not limited to, force majeure) shall not be deemed to constitute a breach of this Agreement, and the time of the Publisher to perform any term or condition and all dependent periods of time shall be extended by a period equal to the delay caused by the contingencies.

C. In the event of a breach of any of the Author's warranties or promises or indemnities, the Publisher shall have the option to terminate this Agreement by days' advance notice in writing, stating or describing the breach, and advising of the intent to terminate if the described breach or default is not cured within that time.

8. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

9. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

10. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

11. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

12. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

13. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

14. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

15. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

16. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

17. Counterparts

For the convenience of the parties, this Agreement has been executed in several counterparts, which are in all respects similar and each of which shall be deemed to be complete in itself so that any one may be introduced in evidence or used for any other purpose without the production of the other counterparts. Immediately following endorsement of the consenting parties, counterparts will be furnished to the consenting parties so that each may be advised of the rights, privileges, and benefits that this Agreement confers.

18. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.