Publishing Publisher BDQ

Publishing Agreement — Publisher BDQ

This Publishing Agreement (the "Agreement") is entered into as of by and between Publisher Name: (hereinafter "Publisher") and Author Name: (hereinafter "Author"). Publisher and Author are each a "Party" and together the "Parties."

WHEREAS

WHEREAS, Author has created or will create a literary work currently entitled (the "Work") and represents that Author has the full right, power and authority to enter into this Agreement and to grant the rights herein;

WHEREAS, Publisher is engaged in the business of publishing and distributing literary works in print, digital and audio formats and desires to acquire from Author certain publishing rights to the Work on the terms set forth below;

WHEREAS, the Parties desire to set forth their agreements with respect to the scope of services, compensation, duration and other terms relating to the publication, distribution and exploitation of the Work.

SCOPE OF WORK

Publisher shall publish, produce, and commercially exploit the Work as set forth in this Agreement. Publisher's obligations include editorial review, design, printing (if applicable), distribution, and reasonable marketing efforts consistent with Publisher's standard practices.

GRANT OF RIGHTS

Subject to the terms of this Agreement, Author hereby grants to Publisher the following rights to the Work: the non-exclusive right to publish, reproduce, distribute, sell and license the Work in all formats and media now known or hereafter developed within the Territory specified below for the Term herein. The Parties may select an exclusive grant by checking the appropriate box:

Exclusive grant    Non-exclusive grant

PAYMENT TERMS

In consideration for the rights granted herein, Publisher shall pay Author as follows. All sums are stated in US dollars unless otherwise agreed in writing. Publisher shall provide semi-annual or annual statements of account and payment as specified below.

Publisher shall retain reasonable records relating to sales, returns and royalties and shall permit Author or Author's designated representative, upon reasonable prior written notice and during normal business hours, to examine such records for the purpose of verifying royalty calculations. Any dispute regarding royalties shall be addressed in accordance with the dispute resolution provisions herein; if an underpayment is discovered, Publisher shall pay the deficiency plus interest at the rate specified above for late payments. Audit rights are limited to one audit every 24 months unless a material breach is found.

Author is granted audit rights as described above

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue for the Term specified below, unless earlier terminated as provided in this Agreement.

Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either Party of obligations accrued prior to termination, including payment obligations.

CONFIDENTIALITY

Each Party shall maintain in confidence all non-public, proprietary information disclosed by the other Party in connection with this Agreement ("Confidential Information") and shall not disclose such information except as necessary to perform its obligations under this Agreement or as required by law. Confidential Information does not include information that is publicly available through no fault of the receiving Party or independently developed without use of the disclosing Party's Confidential Information.

Confidentiality obligations are mutual

WARRANTIES AND INDEMNITIES

Author warrants and represents that: (a) Author is the sole author of the Work and owns all rights necessary to grant the rights herein; (b) the Work is original and does not infringe any third party rights; and (c) there are no outstanding agreements inconsistent with the grants under this Agreement. Author shall indemnify, defend and hold Publisher harmless from any liabilities, losses or expenses arising from breach of the foregoing warranties.

Publisher warrants that it will exercise commercially reasonable efforts to publish and exploit the Work in accordance with the Scope of Work and industry standards. Publisher shall indemnify Author against any third-party claims arising from Publisher's breach of this Agreement or Publisher's negligent acts in publication.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The Parties agree to attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be subject to binding arbitration administered in the governing state under commercial arbitration rules, unless the Parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

Notices shall be given in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses provided above or to such other address as either Party may designate by notice in writing.

MISCELLANEOUS

Neither Party may assign this Agreement without the prior written consent of the other, except that Publisher may assign to an affiliate or to a successor in connection with a sale of substantially all of Publisher's business relating to the Work. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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