Publishing Rights License Agreement

PUBLISHING RIGHTS LICENSE AGREEMENT

This Publishing Rights License Agreement (the Agreement) is made and entered into as of Effective Date: by and between Licensor Name: and Licensee Name: .

WHEREAS

WHEREAS, Licensor is the sole owner or lawful licensee of certain literary, artistic and/or musical works and related materials described herein (the Works), and has the exclusive right to license publication, distribution and related exploitation of those Works;

WHEREAS, Licensee desires to acquire from Licensor, and Licensor desires to grant to Licensee, certain publishing and distribution rights in the Works on the terms and conditions set forth in this Agreement;

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

1. GRANT OF RIGHTS

1.1 License Grant: Subject to the terms of this Agreement, Licensor hereby grants to Licensee the following rights in and to the Works: the right to publish, reproduce, distribute, sell, license, and otherwise exploit the Works in the Formats: .

1.2 Exclusive or Non-Exclusive: The parties select the nature of the license: Exclusive Non-Exclusive

1.3 Territory: The rights granted herein shall apply in the Territory: .

1.4 Sublicensing and Assignment: Licensee shall have the right to sublicense the rights granted hereunder only with the prior written consent of Licensor, which consent shall not be unreasonably withheld. Any attempted assignment in violation of this clause shall be void.

2. SCOPE OF WORK

3. DELIVERY OF MATERIALS

4. PAYMENT TERMS

Overdue amounts shall bear interest at the rate of per month, compounded monthly, or the maximum lawful rate if less. If payment is not made within days after notice, Licensee shall also be responsible for reasonable collection costs.

5. TERM AND TERMINATION

5.1 Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

5.2 Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any material provision and fails to cure such breach within days after receipt of written notice describing the breach.

5.3 Effect of Termination: Upon termination, all rights granted to Licensee under Sections 1.1 shall revert to Licensor except that Licensee may sell through existing inventory for a period of days, and shall remit any outstanding payments and accounting due under this Agreement.

6. CONFIDENTIALITY

Each party shall maintain in confidence and shall not disclose to any third party any Confidential Information of the other party, except as required by law or as necessary to perform its obligations hereunder. Confidential Information does not include information that is or becomes generally known to the public without breach of this Agreement, independently developed by the receiving party, or rightfully received from a third party without an obligation of confidentiality.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

Licensor represents and warrants that: (a) Licensor is the sole owner of the Works or has the full power and authority to grant the rights granted herein; (b) the Works do not infringe any third party rights; and (c) there are no outstanding agreements that would conflict with the rights granted to Licensee. Licensee represents that it will exercise the rights granted herein in good faith and in compliance with applicable law.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of any breach of its representations, warranties or covenants in this Agreement, or out of its gross negligence or willful misconduct.

9. GOVERNING LAW

10. ENTIRE AGREEMENT

This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement between the parties concerning its subject matter, and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

11. MISCELLANEOUS

11.1 Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor-in-interest by merger or sale of substantially all assets.

11.2 Waiver; Severability: Failure to enforce any provision shall not constitute waiver. If any provision is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

12. NOTICES

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