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Standard Contract Terms

Publishing Contract
AGREEMENT

made this ____________ day of ___________________,
between                               , whose principal city of residence is ___________________, and whose email is ________________, (hereinafter called the Author); and of Martin Sustainable Books, (hereinafter called the Publisher);

WITNESSETH:

In consideration of the mutual covenants herein contained, the parties agree as follows:

1. GRANT

The author hereby grants and assigns to the Publisher the exclusive rights to publish in the English language in electronic, audio and print book form in all countries of the world, a Work(s) now entitled ___________________ (collectively called the Work), which title may be changed only by mutual consent in writing.

The Author hereby grants and assigns to the Publisher the exclusive rights to represent Works for subsidiary rights, including but not limited to film, television, foreign and other rights.

2. REPRESENTATIONS AND WARRANTIES

The Author represents that he/she is the sole proprietor of the Work and that the Work to the best of his/her knowledge does not contain any libelous matter and does not violate the civil rights of any person or persons, does not infringe any existing copyright and has not heretofore been published in book form.

The Author shall hold harmless and indemnify the publisher from any recovery finally sustained by reason of any violations of copyright or other property of personal right; provided, however, that the Publisher shall with all reasonable promptness notify the Author of any claim or suit which may involve the warranties of the Author hereunder; and the Author agrees fully to cooperate in the defense thereof. The warranties contained in this article do not extend to drawings, illustrations, insofar as not furnished by the Author, or to any other material not furnished by the Author. 

3. DELIVERY

The Author agrees to deliver to the Publisher, an electronic version of complete text the Work no later than ______________________________.

If the Work shall not have been delivered within three (3) months after a date agreed to in writing between the Publisher and Author, the Publisher may, at its option, terminate this agreement by notice emailed to the Author.

4. PUBLICATION

The Publisher agrees to publish the Work in electronic form at its own expense not later than six (6) months after the delivery of the completed Work.  In the event of delay from causes beyond the control of the Publisher, the publication date may be postponed accordingly, but not to exceed twelve (12) months from the delivery of the completed work.

Notwithstanding anything to the contrary herein contained, the Publisher shall obtain the Author's written approval of any jacket or cover design, including the text thereof, to be used in connection with the Work, and of any contracts with third parties for the publication of the Work; which approval shall not be unreasonably withheld.

5. COPYRIGHT AND ISBN NUMBERS

The Author has the right and obligation to copyright their own Work and agrees, for the term of this contract, to assign to Publisher the rights granted to the publisher herein.  The Author shall, upon the termination of the first term, make timely application for renewal of copyright under 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 granted to the Publisher herein.

The Publisher agrees to furnish ISBN numbers for Work where required at no cost to Author.

6. EDITING AND PROOFREADING

The Publisher shall make no changes in, additions to, or eliminations from the Manuscript without the consent of the Author, and in order to obtain such consent, shall submit the copy-edited manuscript to the Author for his/her approval. The Author agrees to return such proof to the Publisher with his/her corrections within thirty (30) days of the receipt thereof by him/her.

Pre-publication, there shall be no cost incurred by Author for editing and proofreading.  Following actual publication and agreement by Author that the Manuscript is ready for publication, any cost of alterations requested by the Author, other than corrections of typesetting errors, shall be incurred by the Author.

7. ROYALTIES

The Publisher shall pay to the Author or his/her duly authorized representatives, the following royalties;

(a) Electronic Format:  A royalty of forty percent (40%) of the sales price thereof received from direct electronic sales through the Publisher’s website and forty percent (40%) of the proceeds thereof from third party sites for the sale of electronic copies of the Work. 

(b) Print Format:  A royalty of ten percent (10%) of the retail price thereof on all print copies of the Work sold less returns.

(c) Review Format: No royalties shall be payable of copies furnished to the Author or on copies for review, sample, or other similar purposes, or on copies destroyed.  No royalties shall be payable to Author on copies furnished to press, potential subsidiary rights licensors, publishers or other parties for review.

(d) Examination: The Author or his/her duly authorized representatives shall have the right upon written request to examine the books of account of the Publisher insofar as they relate to the Work and any other of the Author's works under contract to the Publisher. Such examination shall be at the cost of the Author.

8. LICENSES

The Publisher shall be entitled to negotiate and receive payment of the following percentage for licenses for Works on behalf of Author and shall deduct and or receive from payments to the Author or his/her duly authorized representatives;

(a) Publisher shall receive fifteen percent (15%) of the proceeds to Author from any license or sale to another Publisher to bring out a traditional print edition of the Work.

(b) Publisher shall receive fifteen percent (15%) of the proceeds to Author from any license or sale of Subsidiary Rights of the Work, including but not limited to film, television or other such subsidiary rights.

(c) Publisher shall receive twenty percent (20%) of the proceeds to Author from any license or sale of Foreign Rights of the Work.

(d) Publisher shall receive fifty percent (50%) of the proceeds to Author from any license or sale to another publisher to bring out an edition and/or reprint of edition not covered by paragraph 8(a) above of the Work. 


9. OVERPAYMENT

In all instances in which the Author shall have received an overpayment of monies under the terms hereof, the Publisher may deduct such overpayment from any further sums payable to the Author in respect to the Work and/or may require Author to return said overpayment to Publisher where overpayment exceeds ten percent (10%) of payment due to Author.

10. ADVERTISING AND PROMOTION

(a)  The Publisher shall have the right to use the Author’s name or pseudonym, likeness, and biographical material for any reasonable advertisement, publication, promotion of the Work itself, its title and all material.

(b)  The Publisher retains the right to determine the type, time, method, place and manner of advertising and promotion, except as agreed to in writing signed by both the Author and the Publisher.

(c)  The Author agrees to share with the Publisher copies of reviews received; and the Publisher likewise agrees to same.

(d)  The Publisher will provide the Author with at least one (1) digital copy of art and/or other possible promotional materials produced that may be copied, printed, and/or distributed at conferences, signings, mailings, etc.

(e) The Author may not copy or sell copies of the Work without permission from the Publisher. Should the Author wish to make copies of the Work on digital media for direct sales, a plan must be negotiated with the Publisher for payment of Publisher’s share of such sales.

(f) If the Author has a website or blog, the Author may use up to three (3) chapters, including prologue, of the final, approved version of the Work for promotional purposes on his/her website, depending on the length of the book. The Author’s website or blog must cite and include a link to the Publisher’s website within clear view of the Work published on the Author’s website or blog.  The Author may also link to a third party site where the Work is approved for sale by the Publisher.

(g) Publisher will set the retail price ("cover price") of the Work, based on length, comparable WORK and format. Publisher reserves the right to raise or reduce the price as needed to stimulate sales. Publisher agrees not to reduce the price for six months following the initial release of each format without the written agreement of Author except as required by vendor/distributor for placement of the Work.

11. NOTIFICATION AND CORRESPONDENCE

The Publisher agrees promptly to advise the Author of the terms of any contracts offered for any subsidiary grant or license permitted under this agreement. Such contracts shall be made available by the Publisher to the Author or his/her representative and a copy thereof will be furnished to the Author electronically.

The Publisher has the right to open correspondence addressed to Author via the Publisher, unless it is obviously of a personal nature, and agrees to forward all correspondence to Author in a timely manner.

12. AUTHOR'S COPIES

The Author shall be permitted to purchase copies for his/her personal use at a discount of forty percent (40%) of the retail price.

13. STATEMENTS AND PAYMENTS

(a) The Publisher agrees to render payments to Author from proceeds received from licensing fees and excluding royalties, less Publisher’s percentage, within ten (10) days of receipt of said proceeds upon accrual of proceeds due thereof exceeding $25.00 USD.

(b) The Publisher agrees to render quarterly payments to Author from proceeds received from electronic sales and due to Author through royalties upon accrual of royalties due exceeding $25.00 USD.

(c) The Publish agrees to render semi-annual payments to Authors for proceeds received from print sales and due to Author through royalties upon accrual of royals due, less returns, exceeding $25.00 USD.

(d) The Publisher agrees to render semi-annual statements on July 31 and January 31 in each year following the publication hereof, showing an account of sales and all other payments due hereunder to June 31 and December 31 preceding said respective accounting dates. 

(e) The Author agrees to render payments due to Publisher for Works from any proceeds directly received by Author within ten (10) days of receipt of those payments that includes percentages due to the Publisher and further agrees to instruct Payer to send said payments for Works directly to Publisher in the future.

(f) All payments shall be made through the Paypal service unless otherwise agreed to by Author and Publisher. The receiving party shall be responsible for percentages deducted by Paypal for use of their service.

14. REVERSION AND TERMINATION

(a) At any time after two years from the date of first publication of Work, but not before, the Publisher may on three months' notice in writing to the Author or his/her representative discontinue publication, and in that event the royalties and rights provision of this agreement shall terminate and all rights hereunder shall revert to the Author at the expiration of said three (3) month period.  The Publisher retains the right to sell any outstanding physical inventory and shall have three (3) months to discontinue new sales on electronic sites and shall have six (6) months to process any outstanding sales. The Author will receive the standard applicable royalty on these copies.

(b) Ongoing proceeds from subsidiary and third-party licensing sales shall remain in force unless agreed to in writing by Publisher. 

(c) If the Publisher shall, during the existence of this agreement, default in the making of payments as herein provided and shall neglect or refuse to make such payments, or any of them, within thirty (30) days after written notice of such default, this agreement shall terminate at the expiration of such thirty (30) days without prejudice to the Author's claim for any monies which may have accrued under this agreement or to any other rights and remedies to which the Author may be entitled.

(d) If the Publisher shall fail to publish the Work within the period in Paragraph 4 provided, or otherwise fail to comply with or fulfill the terms and conditions hereof, as in Paragraph 14 hereof provided, this agreement shall terminate and the rights herein granted to the Publisher shall revert to the Author. In such event all payments theretofore made to the Author shall belong to the Author without prejudice to any other remedies which the Author may have.

(e) Upon the termination of this agreement for any cause under this Article hereof, all rights granted to the Publisher, with the exclusion of rights indicated in paragraph 14.b above, shall revert to the Author for his/her use at any time and the Publisher shall return to the Author all property originally furnished by the Author.

15. RESERVED RIGHTS

All rights in the Work now existing, or which may hereafter come into existence, not specifically herein granted are reserved to the Author for his/her use at any time.

16. ASSIGNMENT

No assignment of this contract, voluntary or by operation of law, shall be binding upon either of the parties without the written consent of the other; provided, however, that the Author may assign or transfer any monies due or to become due under this agreement.

17. ARBITRATION

Any controversy or claim arising out of this agreement or the breach thereof shall be settled by arbitration in accordance with the rules then obtaining. Such arbitration shall be held in the city in which the Publisher has its place of business, unless otherwise agreed by the parties. 

18. NOTICES

Any written notice required under any of the provisions of this agreement shall be deemed to have been properly served by delivery in person or by mailing the same in paper or by electronic means to the parties hereto at the addresses set forth above, except as the addresses may be changed by notice in writing; provided, however, that notices of termination shall be sent by registered mail.

19. WAIVER

A waiver of any breach of this agreement or of any of the terms or conditions by either party thereto, shall not be deemed a waiver of any repetition of such breach or in any wise affect any other terms or conditions hereof; no waiver shall be valid or binding unless it shall be in writing, and signed by the parties.

20. INFRINGEMENT

If during the existence of this agreement the copyright shall be infringed, the Publisher may, at its own cost and expense, take such legal action, in the Author's name if necessary, as may be required to restrain such infringement or to seek damages therefor. 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 his/her name at his/her own cost and 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.

21. DOCUMENTS

If any of the rights granted to the Publisher revert to the Author, the Publisher shall execute all documents which may be necessary or appropriate to revest all such rights in the Author.

22. LAW

This agreement shall be construed in accordance with the laws of the United States of America.

23. 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.

24. ALTERATION

This agreement may not be modified, altered or changed except by an instrument in writing signed by the Author and the Publisher.

25. ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties hereto. It supersedes any prior agreement and may be amended in writing by mutual consent.  In the event that any part of this agreement is amended or invalidated, all other parts of this agreement remain in force. This agreement may not be assigned by either party without the written consent of the other.