§  6.11A[D]	Form Agreement

BOOK PUBLISHING AGREEMENT

THIS AGREEMENT made this [date], between [name of Author], an individual with an address of [address of Author] (“Author”) and [name of Publisher], a company with offices at [address of Publisher] (“Publisher”) with reference to the following tentatively titled works:
[names of works].
(collectively “the Works” and, in addition to being referred to as “Book #1” and “Book #2,” individually referred to from time to time as “each Work,” “either Work,” or “such Work”).
WHEREBY, in consideration of the promises set forth in this Agreement, the Author and the Publisher agree that:
1. GRANT OF RIGHTS
The Author grants to the Publisher the exclusive right to publish, reproduce, and distribute each Work in all languages and to exercise and grant to third parties the rights to the Works described in Paragraph 6 throughout the world (“the Territory”) for the full term of copyright available to each Work in the Territory.
2. MANUSCRIPT DELIVERY
A. The Author shall deliver to the Publisher by [date], one copy of the complete manuscript and computer disk(s) for Book #1 of approximately [number] words in length together with approximately [number] photographs. Both the text and photographs for Book #1 shall be reasonably satisfactory to the Publisher in content and form.
B. The Author shall deliver to the Publisher by [date], one copy of the complete manuscript and computer disk(s) for Book #2 of approximately [number] words in length together with approximately [number] photographs. Both text and photographs for Book #2 shall be reasonably satisfactory to the Publisher in content and form.
C. If the complete manuscript and/or computer disk(s) and photographs for either Work delivered by the Author are not reasonably satisfactory to the Publisher, the Publisher shall, within [number] (#) days of receipt of the complete manuscript, give the Author a request for changes and revisions for such Work. The Author shall have [number] (#) days from the Author’s receipt of such a request to deliver to the Publisher a revised manuscript and/or computer disk(s) or substitute photographs for such Work that are reasonably satisfactory to the Publisher.
D. The Author shall at the Author’s expense obtain and deliver to the Publisher with the complete manuscript for each Work:
(1)written permissions required for any quotations from other sources included in either Work by the Author; and
(2)written permissions required for the use of the photographs as part of each Work.
If the Author fails to do so, the Publisher may, at its discretion, either (i) obtain such items and, if the Publisher does so, the Author shall promptly reimburse the Publisher for any costs incurred by the Publisher for doing so; or (ii) exercise its rights under Paragraph 14.
E. If the Publisher wants to publish an index as part of either Work, the Publisher will inform the Author and have one prepared and charge the actual out of pocket costs incurred to the Author’s royalty account.
F. The Author represents to the Publisher that the Works shall be the Author’s next books and the Author shall not offer rights to another book by the Author to another publisher nor accept an offer for another book by the Author from another publisher for any book involving journal/diary entries or poetry until a complete manuscript for each Work has been delivered to the Publisher and the Author has complied with the option provisions of Paragraph 12. This provision shall apply to books co-authored by the Author as well as to books written solely by the Author.
G. For Book #1, the Author shall cause the Author to make available to the Publisher all of the Author’s journal/diary entries and poems and the Author and the Publisher shall mutually agree upon the journal/diary entries and poems to be included in Book #1. It is understood and agreed that at the Publisher’s option, Book #1 will contain material from the Author’s early life to the present. In the event the Author refuses to include a particular topic in Book #1, the Author agrees that she will not knowingly consent to be interviewed about such topic, nor will the Author knowingly consent to participate in or approve the publication or broadcast of an article or story about such topic for a period of one year from the publication of Book #1, provided, of course, that Author has the right to approve such publication or broadcast. Nothing contained herein will impose any obligation on the part of Author to take any steps or actions to prevent any unauthorized publication or broadcast of such topic.
3. EDITING AND PROOFS
A. After each Work has been accepted by the Publisher, no material change may be made without the Author’s approval. However, the Publisher may copyedit each Work in accordance with its standards of punctuation, spelling, capitalization, and usage. The Publisher shall send the copyedited manuscript for each Work to the Author for review and approval, who shall cause the Author to make any revisions and corrections and return each within [number] weeks of receipt.
B. The Author shall cause the Author to review and return within two weeks of receipt proofs or other production materials for either Work submitted by the Publisher.
4. PUBLICATION
A. The Publisher shall publish an edition of each Work in such style and manner as the Publisher deems appropriate within [number] months from the date of the Publisher’s acceptance of the manuscript and computer disk(s) for each Work, provided the Author has complied with Paragraphs 2 and 3 and has responded in a satisfactory way to any requests made under Paragraph 9(D). All details of publication, including title, manufacture, format and design, distribution, pricing, advertising and promotion and distribution of free copies, shall be determined by the Publisher although Author shall have the right of approval over the title, format, and design of each Work, such approval right not to be unreasonably withheld or delayed.
B. The Publisher shall give the Author [number] copies of each of the Publisher’s editions of each Work on publication of each. The Author may purchase additional copies at a discount of [percentage]% for personal use, but not for resale.
C. It is understood and agreed that the Publisher shall have the right to publish each Work under the imprint “[name of Publisher’s imprint].”
D. If the Publisher reasonably requests, the Author shall cause the Author to participate in an author promotion tour which the parties may reasonably determine could require a total of up to [number] days of promotional activity by the Author, such promotion to take place during the [time period] month period immediately following the Publisher’s first publication of the hardcover edition of each Work. The Publisher shall consult with the Author on the nature of the tour, the details of the tour, and the Author’s obligations thereunder shall be subject to the mutual agreement of both the Publisher and the Author, taking into account the Author’s then existing schedule. All reasonable travel and lodging expenses incurred by the Author in connection with such promotional tour shall be paid by the Publisher. Each day of promotional activities shall take place within the continental United States and shall not exceed [number] (#) hours per day. Publisher agrees to pay all reasonable and necessary expenses incurred by Author and at least [number] (#) traveling companion in connection with such personal appearances and shall provide her with as much advance notice as possible but, in no event, less than [number] (#) months prior notice for any such appearance. All personal appearances shall be subject to Author’s schedule. All travel arrangements for both Author and Author’s traveling companions shall be on a first-class air travel basis and all housing accommodations shall be in deluxe superior hotels. If the Author is not available to participate in such a promotional tour at the time the Publisher desires to publish such Work, the Publisher may postpone publication of such Work until such time as the Author is available. It is acknowledged that the Author’s promise to cause the Author to personally perform the foregoing promotional and publicity activities has been a material inducement to the Publisher to enter into this Agreement and constitutes an essential part of the consideration provided to the Publisher hereunder.
5. ROYALTIES
A. The Publisher shall pay to the Author royalties on sales, less returns, of copies of the Publisher’s editions of each Work as follows:
1. on all hardcover copies sold through ordinary channels of trade in the United States (except as otherwise provided below), the following percentages of the suggested customer’s price (such escalation to apply in the aggregate for all Works):
1 to 5,000 copies:			[percentage]%
5,001 to 10,000 copies: 		[percentage]%
in excess of 10,000 copies: 	[percentage]%
2. on all hardcover copies sold in the United States at discounts higher than the Publisher’s announced discounts for wholesale and retail accounts in the book trade and (i) on a non-returnable basis; or (ii) as special sales, as premiums, to catalog accounts, to book fairs or outside the ordinary channels of the book trade, [percentage]% of the amounts received by the Publisher;
3. on all hardcover copies sold outside the United States or for export to Canada or to other countries throughout the Territory, [percentage]% of the amounts received by the Publisher;
4. on all trade-size paperback copies sold through ordinary channels of trade in the United States (except as otherwise provided below), [percentage]% of the suggested customer’s price;
5. on all trade-size paperback copies sold in the United States at discounts higher than the Publisher’s announced discounts for wholesale and retail accounts in the book trade and (i) on a non-returnable basis; or (ii) as special sales, as premiums, to catalog accounts, to book fairs or outside of the ordinary channels of the book trade, [percentage]% of the amounts received by the Publisher;
6. on all trade-size paperback copies sold outside the United States or for export to Canada or to other countries throughout the Territory, [percentage]% of the amounts received by the Publisher;
7. on all rack-size paperback copies sold through ordinary channels of trade in the United States (except as otherwise provided below), the following percentages of the suggested customer’s price (such escalation to apply in the aggregate for all Works):
1 to 150,000 copies: 		[percentage]%
in excess of 150,000 copies:	 [percentage]%
8. on all rack-size paperback copies sold in the United States at discounts higher than the Publisher’s announced discounts for wholesale and retail accounts in the book trade and (i) on a non-returnable basis; or (ii) as special sales, as premiums, to catalog accounts, to book fairs or outside of the ordinary channels of the book trade, [percentage]% of the amounts received by the Publisher;
9. on all rack-size paperback copies sold outside the United States or for export to Canada or to other countries throughout the Territory, [percentage]% of the amounts received by the Publisher;
10. on all large print hardcover copies sold through ordinary channels of trade in the United States (except as otherwise provided below), [percentage]% of the suggested customer’s price;
11. on all large print hardcover copies sold in the United States at discounts higher than the Publisher’s announced discounts for wholesale and retail accounts in the book trade and (i) on a non-returnable basis; or (ii) as special sales, as premiums, to catalog accounts, to book fairs or outside of the ordinary channels of the book trade, [percentage]% of the amounts received by the Publisher;
12. on all large print hardcover copies sold outside the United States or for export to Canada or to other countries throughout the Territory, [percentage]% of the amounts received by the Publisher;
13. on all large print paperback copies sold through ordinary channels of trade in the United States (except as otherwise provided below), [percentage]% of the suggested customer’s price;
14. on all large print paperback copies sold in the United States at discounts higher than the Publisher’s announced discounts for wholesale and retail accounts in the book trade and (i) on a non-returnable basis; or (ii) as special sales, as premiums, to catalog accounts, to book fairs or outside of the ordinary channels of the book trade, [percentage]% of the amounts received by the Publisher;
15. on all large print paperback copies sold outside the United States or for export to Canada or to other countries throughout the Territory, [percentage]% of the amounts received by the Publisher;
16. on all e-book editions,the Publisher shall pay the Author [percentage]% of receipts, defined as 100% of all amounts actually collected by Publisher from its customers, distributors, and agents, on account of the reproduction, distribution, or display of E-Books. For the purposes of this Agreement an “E-Book” shall mean a digital version of the entire text of each Work that bears the imprint of the Publisher, and that, in exchange for a payment from end users, is made accessible to end users on a controlled basis as a discrete product via (i) storage on a physical medium, such as a CD-ROM, that is distributed to the end user, or (ii) downloading by the end user from the Internet or other computer network or server for reproduction and reading on a computer or similar device, or (iii) the end user’s accessing a file stored on a remote computer or server that contains substantially the entire text of each Work. An E-Book may contain devices to facilitate reading and use of the text, such as hyperlinks. Notwithstanding the provisions of Paragraph 4(b), the Publisher shall not provide the Author with any copies of an E-Book edition unless the Author requests one in writing;
17. on copies of audio recordings of the Works or portions of the Works or adaptations of the Works produced and distributed by the Publisher or its [name of Publisher division] Audio division, royalties in accordance with Schedule A to this Agreement. All details relating to the production and distribution by the Publisher or its Audio division of audio-recordings of the Works are provided for on Schedule A.
18. on all copies of the Publisher’s editions of the Works sold directly by the Publisher to consumers in response to mail order or other direct-response solicitations sponsored by the Publisher, [percentage]% of the price paid by the consumer, exclusive of shipping and handling charges;
19. on all copies of the Publisher’s editions of the Works sold as remainders at more than the cost of manufacture, [percentage]% of the amounts received by the Publisher (The Publisher shall use its best efforts to give the Author notice of the Publisher’s intention to remainder copies of any of its editions of either Work and shall obtain the Author’s express written approval to remainder copies of either Work. Assuming that it obtains the Author’s approval, it shall give the Author [number] free copies of each Work and give the Author a reasonable opportunity to purchase additional copies of each work at the Publisher’s manufacturing cost at the time of remaindering.);
20. on copies given to or sold to the Author, given away to promote sales or to charitable institutions, sold at or below the cost of manufacture or damaged or destroyed, no royalties shall be paid;
21. for purposes of the foregoing provisions, “suggested customer’s price” shall mean the price shown on the Publisher’s invoices from which discounts are deducted to calculate the amounts payable to the Publisher by its accounts.
B. Only copies sold under 5(A)(1) and 5(A)(7) shall be counted in determining the royalty escalations described in 5(A)(1) and 5(A)(7), respectively.
C. As an advance against all royalties and all proceeds from the disposition of subsidiary rights due the Author under this Agreement, the Publisher shall pay to the Author the sum of $[amount] payable:
1. For Book #1:   $[amount] payable:
$[amount]upon execution of this Agreement
$[amount]upon the Publisher’s acceptance for publication of the complete and final manuscript and photographs for Book #1
$[amount]upon the Publisher’s first publication of an edition of Book #1;
2. For Book #2:   $[amount] payable:
$[amount]upon execution of this Agreement
$[amount]upon the Publisher’s acceptance for publication of the complete and final manuscript for Book #2
$[amount]upon the Publisher’s first publication of an edition of Book #2;
D. No earnings in excess of advances shall be payable to the Author under the terms of this Agreement until the total advance of $[amount] payable under the provisions of Paragraph 5(C) has been fully recouped by the Publisher from royalties and proceeds from the disposition of subsidiary rights from all of the Works credited to the Author’s account hereunder, notwithstanding that earnings credited to the Author’s account at any particular accounting date may be in excess of advance payments actually paid to the Author as of such date.
6. SUBSIDIARY RIGHTS
A. The subsidiary rights to the Works granted to the Publisher, and the allocation of proceeds received by the Publisher from the grants of such rights to third parties, are:

	Author’s Percentage	Publisher’s Percentage	
(1) periodical or newspaper publication prior to book publication;	[percentage]	[percentage]	
(2) periodical or newspaper publication following book publication, including syndication rights;	[percentage]	[percentage]	
(3) permissions, including publication of portions of the Works in anthologies;	[percentage]	[percentage]	
(4) condensations and abridgements;	[percentage]	[percentage]	
(5) book club publication;	[percentage]	[percentage]	
(6) publication of editions for premium or special use or for direct sale to consumers;	[percentage]	[percentage]	
(7) foreign-language publication (including the right to sub-license the other rights granted in this Agreement to foreign-language publishers);	[percentage]	[percentage]	
(8) English-language publication outside the United States and Canada (including the right to sub-license the other rights granted in this Agreement to English-language publishers);	[percentage]	[percentage]	
(9) paperback reprint editions;	[percentage]	[percentage]	
(10) hardcover reprint editions;	[percentage]	[percentage]	
(11)audio recordings of all or parts of the Works or of adaptations of the Works without music;	[percentage]	[percentage]	
(12)the right to record and transmit and display the Works, or parts of the Works, by any means, electronic or otherwise, in the form in which the Works are published by the Publisher without annotations or additional materials, including the right to include the Works or quotations from the Works in information storage and retrieval systems and databases and in multimedia products;	[percentage]	[percentage]	
(13) non-exclusive public reading rights, including the right to authorize the reading of parts of the Works on radio or television (it being understood that the Publisher may grant such rights for publicity purposes without charge and without payment to the Author);	[percentage]	[percentage]	
(14) Braille, large-type and other editions for the handicapped (the Publisher may grant such rights to recognized non-profit organizations for the handicapped without charge and without payment to the Author);	[percentage]	[percentage]	
B. If the Publisher itself desires to exercise any of the rights described above (as opposed to licensing such rights to third parties), other than those rights for which royalty rates are already provided in Paragraph 5 hereof, the Author and the Publisher shall negotiate in good faith the royalties payable thereon.
C. In the event that the Publisher licenses its parent company or any subsidiary or affiliate of the Publisher to exercise any of the rights granted herein in the Territory under this paragraph, such exercise shall be deemed an exercise of such rights by a third party and not an exercise of such rights by the Publisher (and the Author shall be entitled to the percentage of proceeds derived from such licenses as provided for in Paragraph 10 above), provided that it is done pursuant to a license which pays a royalty percentage to the Publisher which, in view of the then-in-effect industry standard, is comparable to that which would be appropriate in a contracts between unaffiliated companies.
7. ACCOUNTING
A. Following first publication of each Work by the Publisher, an accounting of all of the Author’s earnings under the terms of this Agreement, accompanied by payment of amounts due on such accounting, shall be rendered no later than April 1 and October 1 of each year for the periods ending the preceding December 31, and June 30, respectively.
B. The Publisher may retain a reserve against returns on any accounting statement, provided the amount of the reserve held is clearly indicated and provided the subsequent statement clearly indicates how such reserve has been applied. Any reserve held shall be related to sales and returns of such Work during the accounting period for which the reserve is held and the Publisher’s reasonable expectation of sales and returns at the time the accounting statement for such period is prepared. On request, the Publisher shall provide a written explanation of any reserve. The reserve shall not exceed [percentage]% of the royalties due in any accounting period and any reserve shall be released after the first three consecutive accounting periods.
C. If the Author receives an overpayment of royalties because of copies reported sold but subsequently returned, the Publisher may deduct the amount of the overpayment from further sums due the Author under this Agreement only for the subsequent [number] accounting periods after which any such credit shall be deemed exhausted.
8. RIGHT TO AUDIT
A. Upon written request from the Author, the Publisher shall provide the following information: the number of copies of each edition of each Work printed by the Publisher; the date of each printing; the cumulative number of copies sold, returned, distributed free of charge, remaindered, destroyed or lost; copies of any licenses made by the Publisher; and any other information the Author may reasonably request on the basis that it is required in order to ascertain the accuracy of accountings rendered.
B. The Author may upon written notice examine the Publisher’s records relating to the Works during normal business hours under such conditions as the Publisher may reasonably prescribe. If an error is discovered as a result of any such examination, the party in whose favor the error was made shall promptly pay the other the amount of the error. Any such examination shall be at the Author’s expense unless errors of accounting in the Publisher’s favor amounting to 5% or more of the total sum paid to the Author under this Agreement are found, in which event the Publisher shall reimburse the Author for the cost of the examination.
9. WARRANTIES
A. The Author warrants to the Publisher that:
the Author is the sole author of the Works and the Author is the sole owner of the rights granted in this Agreement, has not assigned, pledged or otherwise encumbered them and has the right to enter this Agreement;
the Works are original works, have never before been published in whole or in part in any form in the Territory, are not in the public domain in any country in the Territory and to the best of its knowledge and belief, do not infringe any copyright or any other proprietary or personal right; and
the Works contain no material that is libelous, in violation of any right of privacy or publicity, or harmful so as to subject the Publisher to liability to any third party or otherwise contrary to law.
Except for incidental and immaterial changes made solely to protect the privacy of individuals depicted in the Work, and which are disclosed to the Publisher prior to the Publisher’s printing of the Work, or changes suggested by the Publisher, all factual statements in the Work are either true, if they purport to be based on the Author’s personal knowledge, or, if they are not based on the Author’s personal knowledge, are based on the Author’s reasonable and adequate research and are believed by the Author to be true.
10. INDEMNITIES
A. The Author shall indemnify the Publisher from any loss, damage, expense (including reasonable attorneys’ fees), recovery or judgment arising from any breach or alleged breach of any of the Author’s warranties, subject to the limitations stated below.
Each party shall promptly inform the other of any claim made against either which, if sustained, would constitute a breach of any warranty made by the Author to the Publisher in this Agreement. The Publisher shall defend any such claim made against the Publisher with counsel of the Publisher’s selection reasonably acceptable to the Author. The Author shall fully cooperate with the Publisher in such defense and may join in such defense with counsel of the Author’s selection at the Author’s expense.
If the Publisher wishes to settle on its own behalf any claim made against the Publisher, the Publisher shall consult with the Author and give serious consideration to any objections the Author may have, and the Author and the Publisher shall attempt in good faith to agree in writing on the percentage of any such settlement costs which each shall bear. Failing such agreement, the Publisher may on its own behalf settle any such claim made against the Publisher on terms the Publisher deems advisable. In such event, the Publisher may recover from the Author amounts paid in settlement if settlement costs are incurred because of a breach of a warranty made by the Author to the Publisher in this Agreement. Alternatively, the Author may, at the Author’s discretion, provide security reasonably acceptable to the Publisher for the further costs of defending the claim, in which event the Publisher shall not settle without the Author’s written consent.
If any such claim is successfully defended, all costs associated with such successful defense shall be borne exclusively by the Publisher.
If any such claim is made, the Publisher may withhold a portion of payments due the Author under this Agreement to cover the Author’s obligations stated above. (Amounts withheld shall be reasonably related to the Publisher’s reasonable assessment of the damages claimed and of the anticipated defense costs but in no event more than 50% of the monies due Author.) The Publisher shall deposit monies so withheld in an interest-bearing account pending disposition of the claim; monies withheld and the interest thereon will be first applied to satisfy the Author’s obligation to indemnify the Publisher, and the balance remaining shall be promptly remitted to the Author after the disposition of the claim or after the claim has in the Publisher’s opinion been abandoned.
B. The Author shall be responsible for any claims made against any third party to which the Publisher grants subsidiary rights to the Works to the same extent as the Author is responsible to the Publisher under the indemnification provisions of this Agreement. The warranties and indemnities made by the Author in this Agreement shall survive the termination of this Agreement.
C. Prior to the first publication of each Work, the Publisher may have such Work read by the Publisher’s counsel at the Publisher’s expense. If Publisher’s counsel determines that no changes are required or if the Author makes changes in such Work as are reasonably recommended by the Publisher’s counsel, the Author’s indemnity for a judgment shall be limited to [percentage]% to the extent that such judgment arises from a matter within the scope of the review by the Publisher’s counsel and as to which the Author made full disclosure to the Publisher. If the Author will not make changes reasonably recommended by the Publisher’s counsel, the Publisher shall not be required to publish such Work and shall have the right to recover from the Author any advances made to the Author for such Work under this Agreement. When such advances are fully repaid, this Agreement shall terminate with respect to such Work.
11. RESERVED RIGHTS
A. All rights to the Works not granted to the Publisher in this Agreement are reserved by the Author. In exercising such rights, the Author shall reserve for the Publisher’s benefit the rights granted to the Publisher in this Agreement.
12. NON-COMPETITION
A. During the term of this Agreement, the Author shall not without the Publisher’s consent publish any book on the same or similar subject matter as the Works, i.e., journal/diary entries and poetry, that would conflict with or lessen their sale.
13. COPYRIGHT
A. The Publisher shall print a copyright notice in conformity with the United States Copyright Act and the Universal Copyright Convention in the name of Publisher in each copy of each Work printed by the Publisher and require its licensees to do the same. The Publisher shall register the copyright on each Work with the United States Copyright Office promptly after first publication and may record this Agreement with the United States Copyright Office.
B. Any textual or illustrative material prepared for the Works by the Publisher at its expense may be copyrighted separately as the Publisher deems appropriate.
C. All references to copyright in this Agreement shall reflect any amendment made subsequent to the date of this Agreement in the copyright laws of the United States, in any international copyright convention or in the copyright laws of any other country within the Territory. Both parties shall execute such documents as may be necessary to effectuate copyright to the Works in accordance with this Agreement.
D. In the event of any infringement of the copyright to the Works, the Publisher may employ such remedies as it deems advisable and may name the Author a co-plaintiff in any litigation the Publisher may commence. The Publisher shall bear the entire expense of any such litigation. Any recovery shall be applied first to reimburse the Publisher for its expenses; the balance shall be divided equally between the Author and the Publisher.
14. OPTION
In further consideration of this Agreement, the Author grants to the Publisher an option on the Author’s next book-length work (“the option book”) relating to a [description of content], such option to be exercised as follows. The Author shall submit to the Publisher a written detailed proposal for the option book before offering rights to the option book to any other party. The Publisher shall have [number] (#) days from its receipt of the detailed proposal for the option book to advise the Author whether it wishes to publish the option book the financial terms it is offering and the payment of an option exercise fee of $[amount] which fee shall be fully creditable against any royalties due Author on such option book, such [number] day period to commence no earlier than [number] days following the date by which the Publisher has published the final book published under this Agreement. If within such [number]-day period the Publisher does not advise the Author that it wishes to publish the option book, the Author may offer the option book to other parties without further obligation to the Publisher. If within such [number]-day period the Publisher does advise the Author that it wishes to publish the option book but fails to pay the option exercise fee or within [number] days of the Publisher so advising the Author, the Author and the Publisher have not agreed on financial terms for such publication, the Author may offer the option book to other parties without further obligation to the Publisher This option provision shall apply to the next book co-authored by the Author as well as the next book solely authored by the Author.
15. PROPRIETOR’S RIGHTS OF TERMINATION
A. If the Publisher does not publish either Work within the time specified in Paragraph 4(A) for reasons other than first serial or book club use, delays of the Author in returning the copyedited manuscript or proofs, the Author’s failure to comply with requests made by the Publisher’s counsel or delays caused by circumstances beyond the Publisher’s control and if the Publisher at any time thereafter receives written notice from the Author demanding publication of such Work, the Publisher shall within [number] days of the Publisher’s receipt of such written demand either to publish such Work or revert to the Author in writing all rights to such Work granted to the Publisher in this Agreement, subject to any outstanding licenses, which shall be assigned to the Author and the Author shall retain any advance payments for such Work made under this Agreement prior to such reversion as liquidated damages for the Publisher’s failure to publish such Work.
B. (1) If either Work is out-of-print and the Publisher receives from the Author a written request for a reversion of rights to such Work, the Publisher shall within four months of the Publisher’s receipt of such request do one of the following: (i) announce that it will reissue an edition of such Work under one of its imprints within one year from the date of the request; or (ii) enter a license providing for the publication in the United States of an edition of such Work within one year from the date of the license; or (iii) revert in writing to the Author the rights to such Work granted to the Publisher in this Agreement. (If the Publisher does announce that it will reissue U.S. edition of such Work but has not reissued U.S. edition of such Work one year after the Publisher’s receipt of a request for reversion of U.S. rights to such Work, U.S. rights to such Work shall on such date automatically revert to the Author.)
(2)Any reversion shall be subject to grants of rights to either Work made to third parties prior to the date of the reversion and the right of the Author and the Publisher to participate in the proceeds from such grants.
(3)Each Work shall be considered out-of-print if no edition of such Work is available for sale through ordinary channels of the book trade in the United States from the order fulfillment department of the Publisher or a licensee of the Publisher and no license is in effect which provides for the distribution of an edition of such Work through ordinary channels of the book trade in the United States within 12 months from the date of the Author’s request for a reversion regarding such Work.
(4)If for two consecutive accounting periods neither the Publisher nor a licensee of the Publisher has printed copies of either Work available for sale in the United States, but such Work is available for sale from the Publisher or a licensee of the Publisher by some means of on-demand printing, electronic transmission or reproduction, or Downloadable Recordings (as defined in Schedule A attached hereto) and within those two accounting periods, the Publisher and its licensees, collectively, have sold less than 250 copies of such Work, such Work shall be deemed out of print.
C. This Agreement may be terminated by either party upon thirty (30) days written notice to the other party in the event of a breach of a material provision of this Agreement by the other party, provided that, during the thirty (30) days period, the breaching party fails to cure such breach.

16. PUBLISHER’S RIGHTS OF TERMINATION
If the Author does not deliver the complete manuscript and/or computer disk(s) for either Work or the photographs for Book #1 by the delivery date for such Work in Paragraph 2(A) or, if requested to do so, does not deliver a revised, complete manuscript and/or computer disk(s) for such Work or substitute photographs for Book #1 within the time specified in Paragraph 2(A), or if the complete manuscript or revised complete manuscript for such Work or the substitute photographs for Book #1 are not acceptable to the Publisher, the Publisher shall not be required to publish such Work and shall have the right exercisable at the Publisher’s discretion at any time thereafter to give the Author written notice of the Publisher’s desire to terminate this Agreement and to recover from the Author any advances made to the Author for such Work under this Agreement. When such advances are fully repaid, this Agreement shall terminate with respect to such Work. Notwithstanding anything to the contrary contained in this Agreement, if the complete and/or revised complete manuscript for Book #1 is not delivered to the Publisher in a timely manner or if the complete and/or revised, complete manuscript for Book #1 is not acceptable to the Publisher in content and form, the Publisher may at its sole discretion terminate this Agreement with respect to Book #2 and the Author shall repay to the Publisher upon the Publisher’s request any advances paid to the Author for Book #2 in addition to the repayment of the advance paid to the Author for Book #1.
17. FORCE MAJEURE
The failure of the Publisher to publish or reissue either Work shall not be a breach of this Agreement or give rise to any right of termination or reversion if such failure is caused by restrictions of governmental agencies, labor disputes, inability to obtain materials necessary for manufacture of such Work or any other reason beyond the Publisher’s control; in the event of delay from any such cause, the publication or reissue shall be postponed for a period of time reasonably related to such cause.
18. MANUSCRIPT COPIES
The Author shall keep at least one copy of the manuscript for each Work and any other materials submitted to the Publisher under this Agreement. The Publisher shall upon the Author’s written request, made within a year after first publication by the Publisher, return to the Author the copy of the manuscript for each Work used for typesetting; the Publisher shall not be required to retain such manuscript for more than one year. The Publisher shall not be responsible for the loss of or damage to any manuscript or other materials submitted by the Author except in the event of its gross negligence.
19. ADVERTISING
A. No advertisements (other than advertisements for other publications or audio recordings of the publisher thereof) shall be included in any edition of the Works published by the Publisher or under license from the Publisher without the Author’s written consent.
B. The Publisher may use the Author’s name, likeness, and biographical data on any editions of the Works published by the Publisher and in any advertising, publicity or promotion for the Works and may extend these rights in connection with grants of the subsidiary rights made by the Publisher, all subject to the prior express written approval of Author, such approval not to be unreasonably withheld or delayed.
20. FOREIGN TAXES
A. If the Publisher is required by law to withhold and pay to any U.S. or foreign government taxing authority any portion of amounts due the Author under this Agreement, such payments shall be deducted from the amounts due the Author hereunder.
B. If any foreign taxes, bank charges or agents’ commissions are imposed on any payments due the Publisher from the exercise of any right granted in this Agreement, the appropriate allocation of proceeds between the Publisher and the Author from the exercise of such right shall be made on amounts received after such charges have been paid.
21. BANKRUPTCY
In the event of the bankruptcy, insolvency or liquidation of the Publisher, this Agreement shall terminate, and all rights granted to the Publisher shall revert to the Author automatically and without the necessity of any demand or notification.
22. ASSIGNABILITY
This Agreement shall be binding upon and inure to the benefit of the heirs, executors or administrators and assigns of the Author and the successors and assigns of the Publisher and may not be assigned by either without the written consent of the other, with the following exceptions. The Author may assign the Author’s right to receive payment under this Agreement upon written notice to the Publisher. The Publisher may upon written notice to the Author assign this Agreement to any company that acquires or succeeds to all or a substantial portion of the assets of the Publisher.
23. APPROVAL
If under any provision of this Agreement, the Publisher is required to obtain the Author’s approval, such approval shall not be unreasonably withheld or delayed. If the Publisher fails to receive a response from the Author within such time as the Publisher may reasonably designate to accommodate its schedule for publication, promotion or the exercise of rights when any approval is requested, the approval requested shall be deemed disapproved.
24. ENTIRE AGREEMENT
This Agreement contains the entire understanding of the Author and the Publisher with reference to the Works; there are no warranties other than those expressly stated in this Agreement. No waiver or modification of any provision of this Agreement shall be valid unless in writing and signed by both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall not be affected.
25. GOVERNING LAW
Regardless of its place of physical execution or performance, the provisions of this Agreement shall in all respects be construed according to, and the rights and liabilities of the parties hereto shall in all respects be governed by the laws of the State of [State].
26. HEADINGS
The caption headings of this Agreement are inserted for convenience only and are without substantive effect.
IN WITNESS WHEREOF, the parties have signed this Agreement to be effective as of the date first stated above.
[name of Author]
By:
[name of Publisher]
By:
Title:
SCHEDULE A
(1) The Publisher shall pay to the Author royalties on sales, less returns, of copies of any audio recordings of the Works or parts of the Works or any audio adaptations of the Works without music (the “Recording/s”) produced, published, and distributed by the Publisher or its [division of Publisher] division as follows:
(a)on all copies of the Recordings sold, except as otherwise provided below, the following percentages of net receipts:
(1) 1 to 25,000 copies  [percentage]%
(2) in excess of 25,000 copies  [percentage]%
(b) on all copies of the Recordings sold by mail or through other means of direct response, [percentage]% of net receipts;
(c) on all copies of the Recordings sold in the United States at discounts higher than the Publisher’s announced discounts for wholesale and retail accounts in the book and audio trade and (i) on a non-returnable basis; or (ii) as special sales, as premiums, to catalog accounts, to book fairs or outside the ordinary channels of the book and audio trade, [percentage]% of net receipts;
(d) on all copies of the Recordings sold outside the United States or for export to Canada or to other countries throughout the territory, [percentage]% of net receipts;
(e) on sales of downloadable audio recordings of the Works for immediate play and streaming, and/or for storage and time-shifted playback to an authorized end user’s computer/server and/or to an authorized end user’s device and/or media (such as audio CDs) capable of accessing such audio recording or in such other form for presentation of audio recordings developed after the date of this Agreement (“Downloadable Recordings”), the Publisher shall pay to the Author the following percentages of net receipts:
(1)1 to 5,000 copies: [percentage]%
(2)5,001 to 10,000 copies: [percentage]%
(3) in excess of 10,000 copies: [percentage]%;
(f) only copies sold under (1)(a) and (1)(e) shall be counted in determining the royalty escalations described in (1)(a);
(g) Publisher shall pay the Author [percentage]% of amounts received by the Publisher as advances and royalties under any license of rights to the Recordings;
(h) Such royalties shall be credited against the advance provided for in Paragraph 5 of the Agreement;
(2) If the Publisher requests the Author to do so, the Author shall cause the Author to read all or parts of the Works or adaptations of the Works at [division of Publisher] in [City, State] or a recording studio to be mutually agreed upon. Such reading shall take place within the continental United States and shall not exceed [number] (#) hours. Publisher agrees to pay all reasonable and necessary expenses incurred by Author and at least [number] (#) traveling companions in connection with such reading. All travel arrangements for both Author and Author’s traveling companions shall be on a first-class air travel basis and all housing accommodations shall be in deluxe superior hotels. The date of the recording for purposes of producing an audio-recording of the Author reading all or parts of the Works or adaptations of the Works (the “Author-Recording/s”) shall be mutually agreed upon by the Author and the Publisher provided the date shall be subject to Author’s schedule, on at least [number] (#) months prior notice and sufficiently in advance of the first publication of the Works so that the Publisher can distribute the Author-Recording at the same time the Publisher first publishes the Works. On Author-Recordings the Publisher shall pay to the Author, in lieu of the royalties stated in Paragraph (1) above, royalties on sales, less returns, of copies of the Author-Recording produced, published and distributed by the Publisher or its division as follows:
(a) on all copies of the Author-Recording sold, except as otherwise provided below, the following percentages of net receipts:
(1) 1 to 25,000 copies  	[percentage]%
(2) in excess of 25,000 copies  [percentage]%
(b)on all copies of the Author-Recording sold by mail or through other means of direct response, [percentage]% of net receipts;
(c) on all copies of the Author-Recording sold in the United States at discounts higher than the Publisher’s announced discounts for wholesale and retail accounts in the book and audio trade and (i) on a non-returnable basis; or (ii) as special sales, as premiums, to catalog accounts, to book fairs or outside the ordinary channels of the book and audio trade, [percentage]% of net receipts;
(d) on all copies of the Author-Recording sold outside the United States or for export to Canada or to other countries throughout the territory, [percentage]% of net receipts;
(e) on sales of Downloadable Recordings of the Author-Recording, the Publisher shall pay to the Author the following percentages of net receipts:
(1)1 to 5,000 copies: [percentage]%
(2)5,001 to 10,000 copies: [percentage]%
(3) in excess of 10,000 copies: [percentage]%
(f) only copies sold under (2)(a) and (2)(e) shall be counted in determining the royalty escalations described in (2)(a);
(g) Publisher shall pay the Author [percentage]% of amounts received by the Publisher as advances and royalties under any license of rights to the Author-Recording;
(h) Such royalties shall be credited against the advance provided for in Paragraph 5 of the Agreement;
(3) no royalties shall be payable to the Author on copies of Recordings or Author-Recordings given or sold to the Author, given away as samples or for review or as sales inducements or given away to promote sales or to charitable institutions, sold at or below the cost of manufacture or damaged, remaindered or destroyed;
(4) on recordings and/or multiple recording packages containing recorded material in addition to the Recordings or Author-Recording (or portion thereof), the royalty payable shall be a percentage of the applicable royalty rate provided above which the playing time of the Recordings or Author-Recording (or portion thereof) bears to the total playing time of such recording or multiple recording package;
(5) on Recordings or Author-Recordings sold in commercial packages that contain a copy of a Recording or Author-Recording and a copy of a book, the royalty payable shall be a percentage of the applicable royalty rate provided above which the suggested customer’s price of the Recording or Author-Recording, if sold separately, bears to the suggested customer’s price of the package;
(6) “Net Receipts,” for purposes of the foregoing royalty provisions, shall mean cash proceeds received by the Publisher, less returns, taxes and any shipping and handling charges that may be included in sales prices;
(7) the right to authorize others to produce, publish, distribute and sell the Recordings and Author-Recordings including, but not limited to, the right to license book and record clubs, direct response distributors, distributors of audio recordings outside the United States to sell copies of the Recordings and Author-Recordings, the right to authorize others to use portions of the Recordings and Author-Recordings in other audio recordings, and the right to authorize others to include all or parts of the Recordings and Author-Recordings in multimedia products, subject to royalty allocations as provided in Paragraph (1)(f) or (2)(f) (as applicable) hereinabove;
(8) Author assigns to the Publisher and its licensees throughout the world for the full term of copyright available to the Author-Recording all rights to performance rendered by Author under Clause (2) hereof, including the right to make multiple copies of all or parts of the Author-Recording embodying the performance and the right to claim copyright on the Author-Recording and any performance by Author embodied thereon in the Publisher’s name;
(9) With regard to any Recording or Author-Recording:
(a)The Publisher may produce audio recordings of the entire Works or parts of the Works or adaptations of the Works and the Recordings and Author-Recordings may include any or all of the following: additional narrative material, introductory material, closing material, incidental music, and sound effects;
(b) All details of publication of the Recording and the Author-Recording including, without limitation, manufacture, format, design, packaging, sales, and distribution, pricing, selection of label or imprint, advertising and promotion shall be determined by the Publisher although Author shall have the right of approval over the title, format, and design of each Recording and Author-Recording, such approval right not to be unreasonably withheld or delayed;
(c) The Recordings and Author-Recordings may be manufactured and distributed in the form of magnetic tape, phonograph records, compact discs, digital audio tape or any other form for presentation of audio recordings known as of the date of this Agreement or developed after the date of this Agreement;
(d) The Publisher shall submit to the Author for the Author’s approval a copy of the recording script for each recording (except for Recordings or Author-Recordings of the entire Works), such approvals not to be unreasonably withheld or delayed;
(1) If the Author does not approve of any script as submitted, the Author shall mark such script with modifications required to make such script acceptable to the Author and return the script so marked within 10 business days of its receipt by the Author;
(2) If the Publisher has not received any response in writing from the Author within 10 business days from the Author’s receipt of any recording script submitted for approval, such script shall be considered approved by the Author as submitted;
(3) After the Author approves any script, such script may only be further edited to accommodate recording time constraints;
(e) The Publisher shall have the right to select the person or persons to perform for purposes of creating Recordings other than Author-Recordings. Publisher may pay royalties and/or fees on the Recordings to any such performers and such monies shall be in addition to, and not deducted from, royalties payable to the Author as provided in Paragraph (1) above;
(f) The Publisher shall give the Author 10 copies of each Recording and each Author-Recording produced and distributed by the Publisher.
EXHIBIT A
Date: [date]
[name and address of Publisher]
Re: UNTITLED [description of work] by [name of Author]
Dear [name of Publisher]:
I acknowledge that [name of Publisher] (“Publisher”) is entering an agreement dated [date] (“the Agreement”) with [name of Publisher’s Agency] (“Publisher Agency”), which provides for Publisher’s publication of an untitled book written by me. I understand that Publisher will countersign the Agreement only if I agree to the following:
1. I represent to Publisher that Publisher Agency has the right to enter the Agreement and bind me personally to the terms of the Agreement and to provide the services of me required under the terms of the Agreement.
2. I represent to you that the Work shall be solely written by me.
3. I represent to you that I have read the Agreement, understand its terms and agree to be personally responsible for the performance of Publisher Agency and to be personally bound by the obligations of Publisher Agency contained in the Agreement to the same extent as Publisher Agency. Without limiting the generality of the foregoing, I agree to the provisions of Paragraphs 9, 12, and 18.
4. To induce Publisher to enter the Agreement with Publisher Agency, I agree that all obligations of Publisher Agency will be duly performed at the times and in the manner described in the Agreement and that I will perform all obligations required of me so that Publisher Agency will at all times be in full compliance with the terms and conditions of the Agreement. Any notice given to Publisher Agency shall be sufficient notice to me for my personal guarantee of the performance of the Agreement by Publisher Agency.
5. I agree that the entering of the Agreement by Publisher with Publisher Agency is sufficient consideration to me for the agreements and representations made by me in this letter.
Sincerely,
[name of Author]