Publishing Rights Agreement

PUBLISHING RIGHTS AGREEMENT

This Publishing Rights Agreement (the "Agreement") is made as of by and between Author Name: whose principal address is (hereinafter "Author"), and Publisher Name: whose principal address is (hereinafter "Publisher").

RECITALS

WHEREAS, Author is the sole author and owner of the literary work entitled "" and has full right, title and authority to grant publishing rights as set forth herein; and

WHEREAS, Publisher is engaged in the business of producing, marketing, distributing and selling books and other media and desires to obtain certain rights to publish and exploit the Work in accordance with the terms of this Agreement; and

WHEREAS, Author and Publisher desire to set forth their respective rights and obligations in writing.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Work" means the literary manuscript described as:

1.2 "Territory" means:

2. GRANT OF RIGHTS

2.1 Subject to the terms and conditions of this Agreement, Author hereby grants to Publisher the following rights in the Work: the exclusive right (check applicable): Exclusive Non-Exclusive ; the right to publish, reproduce, distribute, sell, license and otherwise exploit the Work in the formats selected below throughout the Territory and in the languages specified.

2.2 Formats included (check all that apply): Hardcover Paperback eBook Audiobook Serializations/Extracts

2.3 Languages: Publisher is granted rights to publish the Work in the language(s): .

3. TERM

3.1 The grant of rights set forth in Section 2 shall commence on the date of this Agreement and shall continue for a period of unless earlier terminated in accordance with Section 11.

4. DELIVERY AND ACCEPTANCE

4.1 Author shall deliver to Publisher a complete manuscript in the agreed format by . Delivery shall include any specified front and back matter.

4.2 Publisher shall within days after delivery notify Author of acceptance or rejection for publication. If rejected, Publisher shall provide written reasons and the parties shall have days to cure any deficiencies.

5. COMPENSATION; ROYALTIES; ADVANCES

5.1 Advance: Publisher shall pay Author an advance against future royalties in the amount of $ payable as follows: . The advance shall be recoupable as set forth in Section 5.3.

5.2 Royalties: Publisher shall pay Author royalties as follows: Retail sales (print): ; eBook: ; Audiobook: . Royalties shall be computed on net receipts after customary discounts and returns.

5.3 Recoupment: The advance shall be recoupable from royalties, and Publisher shall not be obligated to pay additional royalty sums to Author until the advance has been fully recouped, subject to any accounting and offset rights set forth herein.

6. ACCOUNTING; AUDIT RIGHTS

6.1 Publisher shall render royalty statements to Author on a basis, together with payment of any sums owing.

6.2 Author shall have the right, upon reasonable prior written notice and during normal business hours, to inspect and audit Publisher's books and records relevant to the calculation of royalties no more than once in any year; any underpayment revealed by such audit shall be promptly paid with interest.

7. WARRANTIES, REPRESENTATIONS AND INDEMNITIES

7.1 Author warrants and represents that (a) Author is the sole owner of the Work and has the full right and authority to enter into this Agreement and to grant the rights herein; (b) the Work is original to Author and does not infringe the rights of any third party; and (c) there are no outstanding agreements or encumbrances that conflict with the rights granted to Publisher.

7.2 Publisher warrants that it will exercise rights granted herein in good faith and in a commercially reasonable manner.

7.3 Indemnity: Author shall indemnify, defend and hold harmless Publisher and its affiliates from and against any and all claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any breach of the warranties in Section 7.1. Publisher shall indemnify Author against claims arising from Publisher's gross negligence in the exploitation of the Work.

8. COPYRIGHT; MORAL RIGHTS

8.1 Copyright Ownership: Author shall retain copyright in the Work, subject to the exclusive license (if selected) granted to Publisher under Section 2. Publisher's rights shall be evidenced by reasonable notice in the published editions.

8.2 Moral Rights: To the extent permitted by law, Author hereby waives any moral rights in the Work that would restrict Publisher's rights to edit, format, adapt or otherwise prepare the Work for publication as reasonably necessary for production and distribution.

9. SUBLICENSING AND ASSIGNMENT

9.1 Publisher shall have the right to license or sublicense third parties to exercise any of the rights granted herein, provided that Publisher shall remain liable to Author for performance of all obligations hereunder.

9.2 Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Publisher may assign this Agreement to an acquirer of substantially all of Publisher's business or assets relating to the Work.

10. CONFIDENTIALITY

10.1 The parties agree to keep confidential all non-public business information exchanged in connection with this Agreement, except information that is or becomes publicly known through no fault of the receiving party.

11. TERMINATION AND REVERSION

11.1 Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice specifying the nature of the breach.

11.2 Upon termination for uncured material breach by Publisher, all rights granted to Publisher shall revert to Author, subject to Publisher's right to sell through existing inventory and to pay all outstanding royalties due through the effective date of termination.

12. NOTICES

Author Notice Address:

Author Contact Email:

Publisher Notice Address:

Publisher Contact Email:

13. AMENDMENTS; WAIVER

13.1 This Agreement may only be amended by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

14. GOVERNING LAW; VENUE

14.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located therein for any dispute arising out of this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

15.1 This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. 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.

16. MISCELLANEOUS

16.1 The headings in this Agreement are for convenience only and shall not affect its interpretation. Any notices required hereunder shall be in writing and delivered as set forth in Section 12.

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