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SAMPLE ELECTRONIC PUBLISHING AGREEMENT

 

In brief:

AGREEMENT made on <DATE> between <AUTHOR>, whose address is <AUTHOR's ADDRESS> (hereinafter called the Author), the creator of <THE WORK> (herinafter called the Work), and Mushroom Publishing of Bath, United Kingdom (hereinafter called the Publisher). In consideration of the mutual covenants herein contained, the parties agree as follows:

1. GRANT
The Author grants to the Publisher for a term of four (4) years from the date of this contract the sole and exclusive right to publish and sell the Work throughout the world in digital format only (digital format includes disk, electronic download, CD, or any other digital format known or unknown at this time). Such term 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 any renewal term. The Publisher undertakes to publish the Work in those 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. At any time before the expiration of this agreement the Publisher shall have first option to conclude a new agreement with the Author for further publication rights to the Work on terms to be mutually agreed upon.

2. REPRESENTATIONS AND WARRANTIES
The Author warrants and represents that this Work is original with the Author and has not heretofore been published in electronic form, that the Author is sole author and proprietor of said Work with full power and right to enter into this agreement and to grant the rights hereby conveyed to the Publisher; that said Work contains no matter which is libellous or defamatory and infringes no right of privacy or copyright; that the Author has not heretofore and will not hereafter during the term of this agreement enter into any agreement or understanding which would conflict with the rights herein granted to the Publisher. Written permission from previous rights owners may be required. 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. If the Author shall breach this warranty, the Publisher shall be entitled to injunctive relief in addition to all other remedies which may be available to it. The Author further agrees that the publisher, its distributors, and any retailer will be held harmless against any recovery or penalty finally sustained arising out of this breach of this warranty, and in this event the Author will reimburse the Publisher for all court costs and legal fees incurred. Any out of court settlement of any suit filed jointly against the Author and the Publisher shall be made only by mutual agreement in writing between same.

3. ROYALTIES
The Publisher will pay the Author royalties based upon net sales as reported by the Publisher and their distributors as follows: 45% of the proceeds of the sale (revenues) received by Mushroom Publishing through third parties (booksellers, distributors, book clubs, external web sites, etc.) or through direct sales by Mushroom Publishing. No advance will be paid by the Publisher to the Author.

4. SUBSIDIARY RIGHTS
The Author and/or the Author's agent shall retain in full the exclusive right to sell 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. Upon mutual agreement between the Publisher and the Author regarding the splitting of the proceeds between the Publisher and the Author, and regarding the extent of the Publishers authority in any subsidiary rights matter, the Publisher may act as the Author's agent in any such matter. However, the legal rights to make agreements for subsidiary rights, licensing or sale shall remain with the Author. Should the Author at any time during the term of this agreement secure a print publishing agreement with another publisher who requires the electronic rights, then Mushroom Publishing shall be willing to negotiate fair recompense from the print publisher for the termination of this agreement, the withdrawal of the Work from sale, and the transfer of the electronic rights to that publisher.

5. STATEMENTS AND PAYMENTS
The Publisher shall forward royalty statements to the Author or to the Author's agent, on or within 30 days of August 1st and February 1st of each year of this agreement, along with any payments due, covering the six month periods to June 30th and December 31st respectively. The Author or the Author's duly appointed representatives shall have the right to examine the accounts of the Publisher at any time after written demand by the Author. In the event that there are discrepancies between the royalty statements and the Publisher's accounts and that those discrepancies shall total more than fifty pounds (50) to the Author's disadvantage under this and any other agreement between the Author and the Publisher, the Publisher shall tender such monies due to the Author within ten (10) days of notice to do so.

6. MANUSCRIPT AND DELIVERY
The Author agrees, if so required by the publisher or if not already done so, to deliver to the Publisher and in final revised form an English language manuscript of a length and in a format or formats as agreed, and by a date as agreed. If, in the opinion of the Publisher, the manuscript is unacceptable or unsatisfactory to the Publisher, the Publisher may reject it by written notice within sixty (60) days of delivery, in which case this agreement 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.

7. 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.

8. COPYRIGHT
The Publisher is hereby authorized and mandated to secure copyright to the Work in the name of the Author, to arrange for sale of said Work, and to fulfil all other obligations necessary to protect copyright to the Work under English law and the International Copyright Convention.

9. PUBLICATION
The Publisher agrees to publish and commence distribution of said Work in digital or electronic format as defined in clause 1 above 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. However, this mandated publication date may be extended to any other date, and any number of such extensions may be made, upon mutual agreement between the Publisher and the Author. 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.

10. PROMOTION
The Publisher agrees to promote the Work on Mushroom Publishing's own web sites and to seek promotion by any and all appropriate means available including listings on electronic book marketing web sites, and providing free electronic copies for review by online and offline reviewers. Pricing of the Work shall be solely at the discretion of the Publisher. The Author agrees to complete and return the Mushroom Publishing Author's Questionnaire, if requested to do so, prior to publication of the Work. Should the Work be unavailable for sale for a period of more than one month, or out of promotion for a period of more than one month, and this lapse is due to the fault of the Publisher, and it is not remedied within 30 days of written notice of such a lapse being received, then this agreement shall terminate and the rights herein revert to the Author.

11. 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. Money damages recovered for an infringement shall be applied first toward the repayment of the expense of bringing and maintaining the action, and thereafter the balance shall belong to the Author, provided, however, that any money damages recovered on account of a loss of the Publisher's profits shall be divided equally between the Author and the Publisher.

12. 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.

13. MORAL RIGHTS
The Publisher shall observe the moral rights conferred on the Author under the Copyright, Designs and Patents Act 1988.

14. NON-ASSIGNMENT
The Publisher shall not assign the rights granted in this agreement or the benefits thereof without the Author's prior written consent.

15. 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.

16. DISPUTES
If the Publisher is in any way in breach of this contract and fails to remedy the breach within 30 days from written notice by the Author, or if the Publisher ceases business as an electronic publisher, then all rights assigned to the publisher under this agreement will revert to the Author. In the event of any dispute or disagreement regarding this agreement, the parties agree that common sense should prevail, and that if necessary an independent person or persons mutually agreed upon by both parties can be called upon to make a decision which is binding upon both parties. This agreement shall be governed by and interpreted in all respects in accordance with the law of England.

 

Signed for and on behalf of the Author by__________________________________

Date__________________________________

 

Signed for and on behalf of Mushroom Publishing by_________________________

Date__________________________________

 

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