Publishing Project Confirmation

PUBLISHING PROJECT CONFIRMATION

This Publishing Project Confirmation (the "Confirmation") is entered into by the parties identified below as of Effective Date:

Client Name:    Publisher Name:

WHEREAS

WHEREAS, Client is the creator or lawful owner of the literary and/or editorial materials described in this Confirmation and desires to engage Publisher to prepare, produce and publish a specified project in accordance with the Scope of Work set forth below; and

WHEREAS, Publisher has represented that it has the capability and experience to produce, edit, design, and distribute the Project on the terms and conditions herein; and

WHEREAS, the parties wish to confirm their mutual understanding and the principal commercial terms for the Project through this written Confirmation, which together with any attachments shall constitute the agreement between the parties.

PROJECT IDENTIFICATION

SCOPE OF WORK

Publisher shall perform the following services for the Project. Deliverables, milestones, acceptance criteria, and delivery formats are to be as described below.

PAYMENT TERMS

Client shall pay Publisher for the services and deliverables on the terms set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue a late fee of % per month, compounded monthly, or a flat fee of , whichever is greater, commencing 15 days after the invoice due date.

TERM AND TERMINATION

The term of this Confirmation begins on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Confirmation for convenience upon days' written notice. Either party may terminate immediately for material breach that is not cured within 30 days after written notice of such breach. Upon termination, Client shall pay Publisher for all services performed and reimbursable expenses incurred through the effective termination date, together with any fees due under pre-agreed cancellation schedules.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party relating to the Project, business plans, manuscripts, and commercial terms ("Confidential Information"). Confidential Information shall not include information that is or becomes public through no fault of the receiving party, was known by the receiving party prior to disclosure, or is independently developed. The receiving party shall not disclose or use Confidential Information except as necessary to perform under this Confirmation. These obligations survive termination for a period of three (3) years.

INTELLECTUAL PROPERTY AND RIGHTS

Client represents and warrants that it owns or has the right to license the materials provided to Publisher and that publication will not infringe third-party rights. Client hereby grants Publisher the following rights for the Project:

Exclusive license    Non-exclusive license

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents that it has full power and authority to enter into this Confirmation. Client warrants that materials provided do not violate applicable laws and do not infringe third-party rights. Client shall indemnify and hold Publisher harmless from any claims, damages, or liabilities arising from breach of these warranties, including reasonable attorneys' fees. Publisher warrants that services will be performed in a professional manner and shall correct any material defects at no additional charge.

GOVERNING LAW

This Confirmation shall be governed by and construed in accordance with the laws of: without regard to its conflicts of law principles. Venue for any dispute shall be the courts located in the selected jurisdiction unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Confirmation, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the Project and supersedes all prior discussions, proposals, and agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

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