Seller Agreement

Get SMART Business Seller Agreement and Publisher Application Instructions Instructions: 1. Read the Seller Agreement, Publisher Application, Privacy Policy, and site User Agreement in its entirety. 2. Sign the bottom of the Seller Agreement. Your signature acknowledges you have read and agree to the Terms and Conditions of the Agreement, and understand the Privacy Policy and site User Agreement. Note: E-signatures are accepted 3. Read and complete the Publisher Application. Note: All responses must be typed 4. Sign the bottom of the Publisher Application. Your signature certifies the information you have provided is accurate and complete. Note: E-signatures are accepted 5. Fax to 1-866-254-6493 or e-mail the completed and signed Seller Agreement and Publisher Application to info@getsmartbusiness.com. 6. Be sure to attach all supporting documents. 7. A response will be provided within one week if approved. Confidential, Get SMART Business Page 1 6/10/2009 Get SMART Business Seller Agreement AGREEMENT BETWEEN SELLER AND PUBLISHER Parties This is a Selling Agreement between the PUBLISHER (the "PUBLISHER") and Leverage Consulting Group, Inc., a California based S-Corporation, with its principal offices at 4653Carmel Mountain Rd., Suite 308403, San Diego, CA 92130 (the "SELLER") for the WORK (i.e., Book, White Paper, Article, Other) constituting digital text and/or image files to be sold pursuant to this Agreement (the "WORK"). License to Sell PUBLISHER grants to the SELLER a non-exclusive, worldwide license to sell the WORK in electronic format, throughout the world via SELLER’S websites, databases, or the web site of any affiliate of SELLER, including but not limited to GetSmartBusiness.com, Books.com, GetSMARTGuides.com. ConsultLCG.com, BooksInPrint.com, GlobalBooksInPrint.com, BookWire.com, Amazon.com, Half.com, BN.com, Alibris.com, BookSurge.co.uk, BookSurge.nl, CBOnline.com, and BookSurge.com. Term This Agreement shall remain in effect with respect to each WORK until cancelled as provided herein. The PUBLISHER or the SELLER may terminate this Agreement at any time by providing written notice transmitted via electronic mail or post mail. Revenues On all sales of the WORK by SELLER, the SELLER will pay the PUBLISHER an amount equal to 90% of the electronic retail price of the WORK, provided, however, the 10% retained by SELLER as its commission on the sale of the WORK shall never be less than $2.00 per sale. The electronic retail price of the WORK shall be determined by the PUBLISHER. Electronic versions of the WORK include, but are not limited to: multimedia in all forms, electronic databases, online distribution, satellite distribution, ebooks, and any other device for electronic reproduction, distribution, or transmission. Revenue Payments SELLER shall pay PUBLISHER revenue earned pursuant to this Agreement via check ($25 minimum for checks), on a monthly basis, by the last day of the subsequent month following the end of each month in which the PUBLISHER earns revenue. Monthly revenues less than $25 will be accrued until the total payment is greater than $25. Sales reports are not provided as a standard operating practice but may be requested on an ad-hoc basis by submitting a request to info@GetSmartBusiness.com. Publicity From time to time, the SELLER may post and publish pertinent information regarding the WORK, or the author of the WORK. The information may include elements of the Publisher Application, such as the author biographical sketch and description of the WORK. The SELLER may also post additional information that will help promote the WORK. PUBLISHER grants SELLER a license to promote the WORK. Sign-Up Fee There are no set-up fees Confidential, Get SMART Business Page 2 6/10/2009 Get SMART Business Seller Agreement File Size Storage Fee The first 5 megabytes of work disk space are free. A monthly service charge of $1.00 will be incurred for every additional 5 megabytes of disk space in its original and uncompressed format (e.g., <5 = free, 5-9 = $1.00, 10-14 = $2.00, etc) Submission Guidelines and Payments PUBLISHER shall follow all the submissions procedures as set forth in SELLER’S web site and/or the SELLER’S Publisher Application as either may be amended from time to time. Submission Acceptance SELLER reserves the right, in its sole discretion, not to accept a work submission upon receipt. If this is the case, the SELLER is not required to return the submitted WORK. SELLER agrees not to distribute the WORK for any reason at anytime and will hold information received via the Publisher Application in complete confidentiality. Publisher Warranties PUBLISHER represents and warrants the following to the SELLER: (i) PUBLISHER is the sole owner of the WORK and has the full power, authority and right to enter into this Agreement, or if not the sole owner has sufficient rights to the WORK to enter into this Agreement; (ii) this Agreement does not conflict with any arrangements, understandings, or agreements between the PUBLISHER and any other person or entity; (iii) the WORK and all rights therein are free of liens, claims, interests or rights to others of any kind; (iv) the WORK as submitted, and its electronic sales and promotion by the SELLER, do not and will not violate or infringe upon any personal or proprietary rights, including without limitation copyrights, trademark rights, trade secret rights, contract rights, privacy rights, or publicity rights of any other persons; (v) the WORK is not defamatory or obscene, or in any other way illegal; and any recipes, formulae, instructions, or recommendations contained in the WORK are not and will not be injurious to any reader, user, or third person; (vi) all information in the submission package is accurate. Indemnification PUBLISHER agrees to fully indemnify, defend and hold harmless the SELLER and its AFFILIATES from and against any losses, lost profits, damages, liabilities, judgments, awards, decrees, settlements, or expenses (including without limitation, reasonable attorney's fees and court costs) arising from, connected with, or by reason of any breach or alleged breach of any of the representations and warranties set forth above. All warranties and indemnifications made by the PUBLISHER herein shall survive termination of this Agreement or any license hereunder. "AFFILIATES" means owners, shareholders, officers, directors, employees, parents, subsidiaries, affiliated companies, licensees, distributors, advertisers, Internet service providers, attorneys, and accountants and any other person or entity to whom SELLER extends its license or warranties to in connection with the production, dissemination, transmission, promotion, publication, or distribution of the WORK or the exercise of any rights therein or derived there from. Confidential, Get SMART Business Page 3 6/10/2009 Get SMART Business Seller Agreement General Provisions This Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against the SELLER must be resolved by a court located in San Diego County, California. You agree to submit to the personal jurisdiction of the courts located within San Diego County, California for the purpose of litigating all such claims or disputes. Publisher Print Name:________________________________________________________ Signature__________________________________________________________ Date:______________________________________________________________ Seller Print Name: Leverage Consulting Group, Inc. (owner of www.GetSmartBusiness.com) Signature__________________________________________________________ Date:______________________________________________________________ Confidential, Get SMART Business Page 4 6/10/2009 Get SMART Guides Publisher Application THIS INFORMATION IS PRIVATE AND WILL NOT BE VIEWED BY THE PUBLIC Contact First and Last Name: Contact E-mail Address: Mailing Address to Receive Payment: Contact Phone: Are you authorized to sell the referenced document(s)? THE INFORMATION BELOW WILL BE POSTED ON THE INTERNET Name of Document: Author First and Last Name: About the Author: Retail Price: Publisher: ISBN #: Copyright #: Description (less than 200 words): Type of Document (e-Book, template, White Paper, article, other): Format (.pdf, xls, etc): File Size: Number of Pages: Attachments (Yes/No): Number of Attachments: Description of Attachments (less than 200 words): Confidential, Get SMART Business Page 5 6/10/2009 Get SMART Guides Publisher Application I have read and understand the Publisher Application. The information that is provided is accurate and complete. Print Name:________________________________________________________ Signature__________________________________________________________ Date:______________________________________________________________ Confidential, Get SMART Business Page 6 6/10/2009