Publishing Graphic Novel Agreement

Publishing Graphic Novel Agreement

This Publishing Graphic Novel Agreement (the Agreement) is entered into as of by and between Publisher Name: , a Entity Type: Corporation LLC Other with principal place of business at , and Author/Creator Name: , with address at (each a Party and together the Parties).

RECITALS

WHEREAS, Author has created or will create a graphic novel currently entitled (the Work), including text, illustrations, characters, and associated materials; and

WHEREAS, Publisher is engaged in the publication, marketing, distribution and sale of graphic novels and desires to acquire certain rights in the Work for the purpose of publishing and exploiting the Work in accordance with the terms set forth herein; and

WHEREAS, Author desires to grant such rights to Publisher upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, 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 to publish, reproduce, distribute, license, sell and otherwise exploit the Work in the formats and territories set forth in this Agreement during the Term. The rights granted include derivative works and the right to adapt the Work for merchandising, audio, audiovisual, and electronic formats, except as reserved in this Agreement.

1.2 Formats and Media. Publisher shall have rights to the Work in the following formats (check all applicable):
Print (hardcover/softcover) Digital/eBook Audio Audiovisual adaptations

1.3 Territory and Languages. The rights granted are for the territory: and in the languages:

2. DELIVERY AND ACCEPTANCE

2.1 Delivery. Author shall deliver to Publisher a complete manuscript and artwork for the Work conforming to the specifications set forth in Exhibit A (Delivery Specifications). Delivery date:

2.2 Acceptance. Publisher shall review delivered materials for compliance. If Publisher rejects delivered materials, Publisher shall provide written notice specifying deficiencies and Author shall correct and redeliver within a reasonable period not exceeding 60 days, unless otherwise agreed in writing.

3. COMPENSATION, ADVANCES AND ROYALTIES

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

3.2 Royalties. Publisher will pay royalties to Author as follows (select applicable and specify rates):

3.3 Accounting and Payment. Publisher shall render royalty statements and remit royalties quarterly within 60 days after the end of each accounting period. Statements shall show units sold, gross receipts, deductions, and calculation of royalties. Author may request a single audit once per calendar year at Author's expense, recoverable if audit reveals underpayment exceeding 5% of amounts due.

4. PUBLICATION, EDITORIAL CONTROL AND CREDIT

4.1 Editorial Changes. Publisher shall have the right to copyedit, design, format and make customary editorial changes to the Work. Substantive editorial changes that alter the meaning, storyline or core visuals require Author's prior written approval, which shall not be unreasonably withheld.

4.2 Author Credit. Publisher shall accord Author credit on the title page and spine (where applicable) in substantially the following form:

5. WARRANTIES, REPRESENTATIONS AND INDEMNITY

5.1 Author Warranties. Author represents and warrants that Author is the sole creator and exclusive owner of the Work, that the Work is original and does not infringe the rights of any third party, and that Author has full power and authority to grant the rights granted herein. Author will disclose in writing any preexisting agreements affecting the Work.

5.2 Publisher Warranties. Publisher represents that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

5.3 Indemnity. Each Party shall indemnify, defend and hold harmless the other Party from and against any claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of a breach of the indemnifying Party's representations, warranties or obligations under this Agreement, except to the extent caused by the indemnified Party's own gross negligence or willful misconduct.

6. COPYRIGHT, REGISTRATION AND OWNERSHIP

6.1 Copyright. Copyright in the Work shall remain with Author, subject to the license and rights granted to Publisher under this Agreement. Publisher may register the Work and any publisher editions in Publisher's name as owner of the publisher's edition, provided such registration acknowledges Author's underlying copyright where required by law.

6.2 Moral Rights. To the extent permitted by law, Author waives and agrees not to assert any moral rights in the Work against Publisher, its licensees, and assignees, for the purposes of publishing, marketing and adapting the Work under this Agreement.

7. TERM, TERMINATION AND REVERSION OF RIGHTS

7.1 Term. This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated as provided herein.

7.2 Termination for Breach. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision and fails to cure within thirty (30) days after receipt of written notice specifying the breach.

7.3 Reversion. Upon termination for Author's uncured breach, Publisher may retain rights to sell existing inventory and shall account for royalties on such sales. Upon termination for Publisher's uncured breach, all rights granted hereunder shall revert to Author and Publisher shall cease further exploitation except to sell through existing inventory in the ordinary course for a period not to exceed twelve (12) months.

8. CONFIDENTIALITY

8.1 Confidential Information. Neither Party shall disclose non-public commercial terms of this Agreement or any confidential business information of the other Party, except as required by law or with prior written consent.

9. LIMITATION OF LIABILITY

9.1 Limitation. Except for breach of confidentiality, wilful misconduct, or indemnity obligations for third party claims of infringement, neither Party shall be liable to the other for consequential, incidental, special or punitive damages, even if advised of the possibility of such damages.

10. NOTICES

All notices, demands or communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by certified mail, courier, or personal delivery. Notices are effective upon receipt.

11. AMENDMENTS, WAIVER, COUNTERPARTS

11.1 Amendments. No amendment to this Agreement shall be valid unless in writing and signed by both Parties.

11.2 Waiver. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures delivered by electronic transmission shall be deemed originals.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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

12.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

12.3 Entire Agreement. This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral.

13. MISCELLANEOUS PROVISIONS

13.1 Assignment. Publisher may assign its rights hereunder to an affiliate or successor in interest provided that such assignee assumes Publisher's obligations. Author may not assign rights granted hereunder without Publisher's prior written consent, except to an Author's estate or permitted successor.

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