VIEWS: 756 PAGES: 10 CATEGORY: Protecting Intellectual Property POSTED ON: 1/22/2011
This Electronic Publishing Agreement is made between an author and a publisher to publish, distribute and sell the author's work in electronic digital format only. This document sets forth the material terms and conditions of the agreement including the publishing services to be provided, the payment arrangement, and the term of the agreement. It contains numerous standard provisions that are commonly included in these types of agreements and may be customized to address the specific needs of the parties. This should be used by authors and electronic publishers when entering into an agreement for services.
This Electronic Publishing Agreement is made between an author and a publisher to publish, distribute and sell the author's work in electronic digital format only. This document sets forth the material terms and conditions of the agreement including the publishing services to be provided, the payment arrangement, and the term of the agreement. It contains numerous standard provisions that are commonly included in these types of agreements and may be customized to address the specific needs of the parties. This should be used by authors and electronic publishers when entering into an agreement for services. ELECTRONIC PUBLISHING AGREEMENT THIS ELECTRONIC PUBLISHING AGREEMENT (hereinafter referred to as the “Agreement”) made on this ___________ day of __________________, 201__, by and between ___________________ [NAME OF AUTHOR], whose address is ________________________________ (hereinafter referred to as the “Author”), and __________________ [NAME OF PUBLISHER] of ______________________________ [ADDRESS OF PUBLISHER] (hereinafter referred to as the “Publisher”). Whereas, the Author is the exclusive owner or creator of the following work: _____________________________________ (hereinafter referred to as the “Work”). Whereas, the Author desires to enter into this Agreement and grant Publisher the right to publish the said Work. Now therefore, in consideration of the mutual covenants herein contained, the parties agree as follows: 1. GRANT OF RIGHTS The Author hereby grants to the Publisher, for the Term of this Agreement, the sole and exclusive right to publish, distribute and sell the Work throughout the world in digital format only, including, but not limited to disk, electronic download, CD, or any other digital format known or not known at this time. 2. PUBLISHING The Publisher hereby undertakes to publish the Work in electronic formats, both encrypted and unencrypted, deemed by the Publisher to be appropriate and suitable at the time of publication, and, at its discretion, to publish in new digital formats as and when they are introduced. The Publisher further undertakes not to publish the Work as part of a compilation product, except with the prior written agreement of the Author. 3. TERM This Agreement shall be for a period of _______________ ( ) year(s). Thereafter, this Agreement shall be automatically renewed for additional periods of one year each unless terminated by written notice by either party at least 90 days prior to the end of the initial term or to any renewal term. 4. AUTHOR’S REPRESENTATIONS AND WARRANTIES The Author warrants and represents that: a) Author is sole author and exclusive owner of said Work and has full power and right to enter into this Agreement and to grant publishing rights regarding the Work; © Copyright 2013 Docstoc Inc. 2 b) The Work is completely original or that the Author has license to use the Work and is not in public domain and has not earlier been published in any paperback or electronic form. c) The Work contains no matter that is libellous or defamatory, plagiarism, misrepresentation of facts and infringes no right of privacy or copyright; d) The Author has not and will not during the term of this Agreement enter into any agreement or understanding with any person, firm or entity that would conflict with the rights herein granted to the Publisher. e) If the Work includes quotations or illustrations in which the copyright does not belong to the Author then the Author shall obtain written permission for its use from the owners and shall pay any fees or costs involved, and on request the Author will send to the Publisher copies of the permissions obtained and proof of copyright fees paid by the Author. f) If the Author breaches any of the above said warranty, the Publisher shall be entitled to injunctive relief in addition to all other remedies which may be available under law or equity. The Author further agrees to hold harmless the publisher, its distributors, and any retailer against any recovery or penalty finally sustained arising out of this breach of warranty, and in this event the Author will reimburse the Publisher for all court costs and legal fees incurred. 5. PUBLISHER’S REPRESENTATIONS AND WARRANTIES Publisher represents and warrants that it has full right, power and authority to enter into this Agreement and that there is nothing known to the Publisher, including but not limited to its publishing and copyright arrangements and understandings with authors, editors and other parties, that would prevent it from performing its obligations. 6. ROYALTIES The Publisher does not guarantee any volume of sales for the Work. Publisher will pay the Author royalties of___________ (____%) percent based on “Net Publisher Receipts,” which equal the payments the Publisher receives from sales of the Work through third parties (booksellers, distributors, book clubs, external web sites, etc.) or through direct sales by ________________ [PROVIDE NAME(S) OF ANY RELATED COMPANY OR SUB- BUSINESS OF PUBLISHER THAT DOES DIRECT SALES], less credit card charges, shipping and handling charges, charge backs or disputes. Royalty checks will be issued by the __________________ ( ) business day of each month as long as the royalties are in excess of $100. If royalties are not $100 or more, the money will be carried forth to subsequent months until the balance exceeds $100. Royalty payments will not begin for at least 30 days after the signing of this contract. Publisher will send Author a statement of account of sales of the Work on a quarterly basis. © Copyright 2013 Docstoc Inc. 3 7. SUBSIDIARY RIGHTS The Author shall retain, in full, the exclusive right to sell, distribute or license the Work for publication in whole or in part, in English or in any foreign language, in any way, shape, edition, or form not in conflict with the rights granted to the Publisher under this Agreement. All and any other subsidiary rights including television, film, stage, radio, video, audio, etc., shall remain with the author. 8. STATEMENTS AND PAYMENTS a) Author shall provide Publisher quarterly accounting statements relating to the sale of Work. All monies due and payable to Publisher pursuant to this Agreement will be paid simultaneously with the rendering of such quarterly statements. Payments shall be made payable to ____________________________________________. [NAME AND ADDRESS OF DIVISION OF PUBLISHER WHERE PAYMENTS SHOULD BE MADE.] b) Publisher will be deemed to have consented to all accountings rendered by Author or its assignees, or successors and all such statements will be binding upon Publisher unless specific objections in writing, stating the basis, are given by Publisher. c) Author shall keep and maintain at its office, until expiration of the Term and for a period of five (5) years thereafter, complete detailed, permanent, true and accurate books of account and records relating to the distributing and sales of the Work, including, but not limited to, detailed collections and sales by country and/or buyer, detailed billings thereon, detailed records of expenses that have been deducted from collections received. d) Records shall be kept in accordance with Generally Accepted Accounting Principles (GAAP). Publisher shall be entitled to inspect such books and records of Author relating to the Motion Picture during regular business hours and shall be entitled to audit such books and records of Author relating to the Picture upon _________ ( ) business days, written notice to Author and provided that not more _______[PROVIDE NUMBER OF PERMITTED AUDITS EACH CALENDAR YEAR] ( ) audit(s) is/are conducted every twelve months during each calendar year and further provided that such audits do not interfere with Author's normal operations. Within Thirty (30) days of the completion of an audit, Publisher will furnish Author with a copy of said audit. In the event that the audit discloses that Publisher has been underpaid, Author shall reimburse Publisher for all audit costs. Otherwise, all audit expenses shall be borne by Publisher. 9. MANUSCRIPT AND DELIVERY The Author agrees to deliver to the Publisher in final revised form an English-language manuscript of a length and in a format as agreed, and by a date as agreed upon by the Parties. If, in the opinion of the Publisher, the manuscript is unacceptable or unsatisfactory, the Publisher may reject it by written notice within sixty (60) days of delivery, in which case this Agreement © Copyright 2013 Docstoc Inc. 4 shall be deemed terminated and there shall be no further obligation upon the Publisher to publish said work or to make any further payment hereunder, and all rights granted to the Publisher under this Agreement shall revert to the Author. 10. EDITING RIGHTS Changes, additions, deletions, abridgements, or condensations in the text of the Work or changes of title may only be made by the Publisher, its agents, or employees, with the prior written consent of the Author. Minor typographic errors may be corrected by the Publisher without written consent. 11. COPYRIGHT The Publisher, upon first publication of the Work, agrees duly to copyright it with the relevant authority in the United States in the name of the Author, and to take all necessary steps to protect the copyright. The Author shall be responsible for making timely application for renewal of copyright under the then-existing copyright law and, provided this Agreement shall then be in force and effect, the Author agrees to assign to the Publisher, for the renewal term of the copyright, the rights herein granted to the Publisher. 12. PUBLICATION a) The Publisher agrees to publish and commence distribution of said Work in digital or electronic format within twelve (12) months of delivery of the Author's final manuscript, unless prevented by circumstances beyond the Publisher's control, or unless otherwise agreed with the Author. In the event the Publisher fails to publish and distribute the Work by said date, the Author shall have the option to terminate this Agreement upon seven days notice from the Author to the Publisher, and all rights hereunder shall revert to the Author. The Author shall retain any payments made under this Agreement, without forfeiting the Author's rights to seek further damages from the Publisher. b) Publisher agrees to submit electronic proofs of the manuscript before the book is sent to the printer. The Author will be required to approve the final proof before it is sent to the Printer. Author understands that the manuscript submitted should be in its final, edited form and that Author is entitled to 15 free changes before it is sent to the printer. Any changes made to the book after it is printed will be subject to a new setup charge. Printing problems that did not appear in the final electronic proof approved by the Author will be corrected at no charge. c) The Publisher undertakes to design and create the electronic book to a high standard within the technical limitations of the electronic book format at the time of publication, and to take full advantage of any enhancements to the standard book format, such as the use of hyperlinks and colour, where possible and appropriate. 13. TERMINATION © Copyright 2013 Docstoc Inc. 5 This contract may be terminated at any time and for any reason by either party by giving a ninety (90) day written notice to the other party. 14. PROMOTION The Author agrees to furnish Publisher with any materials requested for publicity purposes, including reviews, photos, summaries, etc. The Author also agrees that Publisher has the right to use his/her name and likeness for any and all promotional purposes during the term of this contract. ________________ [NAME OF PUBLISHER] Virtualbookworm.com Publishing also has the full right to use excerpts, quotes, reviews, etc. from the work for publicity purposes. 15. INFRINGEMENT If, during the existence of this Agreement, the copyright shall be infringed, the Publisher may, at its own expense, take such legal action, in the Author's name if necessary, as may be required to restrain such infringement or to seek damages. The Publisher shall not be liable to the Author for the Publisher's failure to take such legal steps. If the Publisher does not bring such an action, the Author may do so, in the Author's name at the Author's own expense. 16. INDEMNIFICATION The Author releases Publisher from any legal actions that may arise from the Work. The Author will hold Publisher and its distributors harmless against legal actions that may arise from plagiarism, breach of privacy, misrepresentation of facts, the authenticity of the Work or copyright infringement. Publisher assures the Author that any and all artwork used by the Publisher (that was not submitted by the Author) is free of copyright infringement. Publisher is the sole owner of the rights of said artwork and grants that it is either all original, or that Publisher has license to use it for publication. 17. BANKRUPTCY AND INSOLVENCY If a petition in bankruptcy shall be filed by or against the Publisher, or if it shall be judged insolvent by any court, or if a Trustee or a Receiver of any property of the Publisher shall be appointed in any suit or proceeding by or against the Publisher, or if the Publisher shall make an assignment for the benefit of creditors or shall take the benefit of any bankruptcy or insolvency Act, or if the Publisher shall liquidate its business for any cause whatsoever, this Agreement shall terminate automatically without notice, and such termination shall be effective as of date of the filing of such petition, adjudication, appointment, assignment or declaration or commencement of reorganization or liquidation proceedings, and all rights granted hereunder shall thereupon revert to the Author. 18. INDEPENDENT CONTRACTOR © Copyright 2013 Docstoc Inc. 6 The parties hereto acknowledge that in providing the services under this Agreement the Publisher acts as an independent contractor. The Publisher is not an employee or partner of the Author and shall have no authority whatsoever to bind the Author by contract or agreement of any kind other than as expressly provided under the terms of this Agreement. 19. ASSIGNMENT This Agreement is not assignable by either party without the prior written consent of the other party hereto. 20. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of __________. 21. ENTIRE AGREEMENT This Agreement constitute the entire agreement between the parties to this Agreement pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement except as specifically set forth herein. No alteration, amendment, addition or modification of or to this Agreement shall be binding unless the same is in writing executed by each of the parties. 22. SEVERABILITY If any provision herein is determined by a court of competent jurisdiction to be indefinite, invalid, illegal or otherwise unenforceable, in whole or in part, for any reason, the remainder of this Agreement shall continue in full force and effect and shall be construed as if such indefinite, invalid, illegal or unenforceable provision had not been contained herein. 23. NOTICES All notices, correspondence, writings, statements or other communication required or permitted to be given hereunder by either of the parties to the other of them shall be given, made or communicated, as the case may be, by personally delivering the same, by telex, telegram or electronic facsimile transfer, or by registered or certified mail, first-class, postage prepaid, return receipt requested, addressed to the recipient as follows: TO THE PUBLISHER, AT: _____________________________________ _____________________________________ © Copyright 2013 Docstoc Inc. 7 TO THE AUTHOR, AT: _____________________________________ _____________________________________ Both parties reserve the right to change the address of service at any time, with notice in writing to the receiving party. 24. INHERITANCE This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators and assigns of the Author, and upon and to the successors and assigns of the Publisher. 25. ARBITRATION The parties hereto agree that any dispute between them arising out of or relating to this Agreement shall be settled exclusively by arbitration. Such arbitration shall be conducted in accordance with the commercial arbitration rule then in force in ________________ [PROVIDE LOCATION WHERE BOTH PARTIES AGREE THAT A DISPUTE WILL BE HEARD.]. The arbitration award shall be final and binding on both parties. Judgment upon such arbitration award may be entered in any court having jurisdiction. 26. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of __________. 27. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one and the same instrument. A facsimile signature shall be considered the same as an original. IN WITNESS WHEREOF, the parties have executed this Agreement as on the day and year first written above. Signed for and on behalf of the Author: by__________________________________ Date__________________________________ © Copyright 2013 Docstoc Inc. 8 Signed for and on behalf of Publisher: by_________________________ Date__________________________________ © Copyright 2013 Docstoc Inc. 9
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