5) Permission to Reprint. Unless otherwise agreed to in writing, AUTHOR shall obtain written permission
to reprint any material, including illustrations,
to which a third party owns the existing copyright.
(Under currently accepted publishing standards
of fair use, however, PUBLISHER allows the AUTHOR
to quote up to 250 words of copyrighted prose,
without obtaining permission.) Where permissions
are required, AUTHOR
shall obtain them for all English editions of
the WORK published for the Territory, and agrees to bear all expenses
for the fees of such material. For purposes of this Agreement, the Territory
shall include North America, the
United
Kingdom and Europe.
6) Galley Proofs. PUBLISHER
will send the AUTHOR
galley proofs of the WORK
before publication. The AUTHOR will correct and return the proofs
to the PUBLISHER
within thirty (30) working days.
7) Pre-Sale Duties of Publisher. Before the WORK goes on sale, PUBLISHER
agrees to provide editing, book design, cover
design, proofing after the design is complete,
and proofing of the galleys or blue lines. PUBLISHER further agrees to perform the following duties, at its own
effort and expense: obtain the WORK’s
ISBN number; to register the WORK with
the Library of Congress; and, to copyright it
in the name of _______________________. If he/she
wishes, AUTHOR may provide original artwork for
the cover and cover design, which shall be subject
to PUBLISHER’s approval.
8) Adjustments. Before the WORK is sent to the designer, the AUTHOR agrees to sign a statement to be
sent by fax, post, or scanned and sent by email,
that they have approved of the final editing and
proofreading of the WORK.
After the designer has completed the pdf files
of the WORK, the AUTHOR proofreads
these files. At this time, if the AUTHOR wishes to make editorial changes excluding typos and other
minor adjustments, the AUTHOR
will be invoiced an hourly rate of Ninety Dollars
and 00/00 ($90.00) per hour by PUBLISHER, the full amount payable upon
return of the corrected files to the AUTHOR
for a second signed statement sent by fax, post,
or scanned and sent by email, that they have approved
of these adjustments to the WORK.
Before the WORK is sent to the printer, the AUTHOR agrees to sign a statement sent
by fax, post or scanned and sent by email, that
they have approved of the final editing and proofreading
of the pdf files of the WORK. At this time, if the AUTHOR
wishes to make editorial or graphic changes excluding
typos and other minor adjustments, AUTHOR
will be invoiced an hourly rate of One Hundred
and Twenty Dollars and 00/00 ($120.00) per hour
by PUBLISHER, the full amount payable upon
return of the corrected pdf files to the AUTHOR
for a second signed statement sent by fax, post,
or scanned and sent by email, that they have approved
of these adjustments to the WORK.
After the WORK has been set up for printing and the AUTHOR receives their two (2) free hard copies of the WORK,
and the AUTHOR
wishes to make any changes whatsoever to the WORK,
AUTHOR will be invoiced a re-entry fee of
Three Hundred and Eighty Dollars and 00/00 ($380.00)
plus an hourly rate of One
Hundred and Twenty Dollars and 00/00 ($120.00)
per hour by PUBLISHER, the full amount payable upon
return of the corrected pdf files from the PUBLISHER,
to the AUTHOR
for a signed statement sent by fax, post, or scanned
and sent by email, that AUTHOR has approved of these adjustments to the WORK.
9) Establishing Retail Price. PUBLISHER
shall set the retail price of the WORK.
10)
AUTHOR's Copies. PUBLISHER will ship two (2) copies of the
WORK,
free of charge, including shipping costs, to AUTHOR’s
home address and one (1) copy of each Title of
the WORK, free of charge, including shipping costs, to the office address
of AUTHOR’s
agent.
11)
AUTHOR’s Discounts. Within the first thirty (30) days of publication, AUTHOR shall have the one-time right to
purchase one hundred (100) copies of each of the
Titles included in the WORK at a forty percent (40%) discount
off list price. Such purchase must be pre-paid
and comprise a single transaction shipped to a
single address. Thereafter, AUTHOR shall have the right to purchase more copies of each of the
Titles included in the WORK
at a discount: for single orders up to twenty
(20) of each of the Titles in the WORK, a discount of twenty percent (20%)
off list price. For single orders of twenty-one
(21) to ninety-nine (99) copies, a discount of
thirty percent (30%) off list price. For single
orders of one hundred (100) or more copies, a
discount of thirty-five percent (35%) off list
price. AUTHOR
shall pre-pay in full for any such purchases.
PUBLISHER
shall not pay royalties on any copies of the WORK purchased by the AUTHOR.
12)
Subsidiary Rights. AUTHOR grants to PUBLISHER the exclusive right to sell in print, electronic, and all
other existing or future mediums, and to exercise
all other publishing rights to the WORK inthe English language in the Territory. Such
rights include but are not limited to the following:
a) the right to publish all or part
of the text in a newspaper, magazine or other
periodical;
b) the right to license syndication
rights;
c) the right to re-publish the WORK in book club, Trade paperback and
mass-market paperback editions;
d) the right to license audio recordings
of the WORK;
e) the right to publish the WORK in Braille, large-type, and other
formats for the handicapped; and,
f)
the
right to any methods of text distribution yet
to be invented.
PUBLISHER may make the WORK available
for online viewing in electronic formats to allow
individual readers to browse the material.
However, PUBLISHER shall exercise their best reasonable efforts to avoid
the downloading and reproduction of the WORK by unauthorized
persons.
PUBLISHER
shall negotiate the royalties for subsidiary rights
not covered by
Paragraph 11 with the AUTHOR
and royalties for Foreign Rights in
separate Agreements, not later than thirty (30)
days after any such offers or inquires are received
by the PUBLISHER.
13) Royalties.
a) Printed Copies. AUTHOR will receive One Dollar and 25/100
($1.25) per book for every printed version of
the WORK sold and not returned. Printed
copies include, but are not limited to, versions
distributed to the purchaser in the form of traditionally
printed, print-on-demand and bound editions, and
other ink-on-paper editions of the WORK.
b) Electronic Copies. AUTHOR
will receive One Dollar and 00/100 ($1.00) per
book for every electronic version sold of the
WORK. Electronic versions of the WORK include, but are not limited to: CD-ROMs,
DVDs, and other magnetic or optical storage media;
multimedia in all forms; electronic databases;
online distribution; satellite distribution; ebooks;
and, any other device for electronic reproduction,
distribution, or transmission. If PUBLISHER
charges for the service to make the WORK
available for online viewing in electronic formats,
AUTHOR
will receive a royalty set by the PUBLISHER.
c) Term of Payments.
PUBLISHER
will compute all payments, royalties and others
due the AUTHOR
twice annually (January 1 to June 30 and July
1 to December 31). Within sixty (60) days of the end of each accounting
period, PUBLISHER shall provide AUTHOR’s
Agent with a full accounting together with
full payment, payable to ______________________________.
d) Publisher’s
Non-Compliance, Termination. In the event
PUBLISHER fails to compute, and to account, and to pay all royalties
and all other payments due to the AUTHOR according
to Paragraph 12(c), and AUTHOR
shall have notified PUBLISHER
in writing of such failure, and PUBLISHER
shall not have cured such failure within thirty
(30) days after receiving AUTHOR's written notification, AUTHOR
at his/her option, and notwithstanding all of
his/her other rights and remedies at law or otherwise
and, in addition hereto, may terminate this Agreement
without notice upon giving notification in writing
to PUBLISHER.
e) AUTHOR’S Wish to Terminate. In the event that AUTHOR wishes to terminate this Agreement
without cause, termination will be effective upon
the date of receiving a written, signed letter
from the AUTHOR
by registered mail addressed to the PUBLISHER,
with a cashier's check or merchant card payment
payable to Dandelion Enterprises, Inc. for the
sum of Fifty Thousand Dollars and 0/00 ($50,000.00).
The WORK shall continue to be for sale by the
PUBLISHER
for one (1) year following the termination date
of the Agreement, through print on demand setup,
but no new print runs of the book will be made.
"Without Cause” is defined as any factor or issue outside of or excluded from
this Agreement in regard to the publishing of
the WORK. "With Cause" is defined as the failure of PUBLISHER to fulfill
those obligations as stated in Paragraphs 7 and 10 of this Agreement.
14) Copyright. Barring specific written notice from the AUTHOR, the WORK’s copyright shall remain the property of the AUTHOR's designates, named above. The copyright
notice appearing in every copy of the WORK shall remain in their names.
15) Publication Details. PUBLISHER shall make the WORK
available for distribution after the WORK
has been edited and PUBLISHER
deems it ready.
PUBLISHER shall exercise
their best reasonable efforts to affect the availability
of the WORK for distribution one hundred
and twenty (120) days after it has been edited
and prepared for production. Such time shall be
extended for delays caused by circumstances beyond
the PUBLISHER's
control. If
PUBLISHER does not make the WORK
available within such time, AUTHOR’s
sole remedy shall be to give PUBLISHER a
written or e-mail request that PUBLISHER
place the WORK
on sale within the next thirty (30) days.
If PUBLISHER fails to comply, this Agreement
shall terminate on the day thereafter, i.e. the
31st day after receiving AUTHOR’s request, with any and all rights
to the WORK
granted under this Agreement automatically reverting
to the AUTHOR.
16) Publicity. AUTHOR hereby grants to PUBLISHER the nonexclusive right to use,
publish and distribute in the English language
in the Territory whatever materials the AUTHOR
has submitted to the PUBLISHER,
including the names, likenesses, and biographical
information of the AUTHOR and any other persons appearing or mentioned in the WORK. Also, AUTHOR agrees to assist PUBLISHER in the promotion
of his/her WORK, including but not limited to the dedication
of reasonable placement of banner ads, pop-up
windows, or other marketing related advertisements
promoting the PUBLISHER’s
website(s) or other related websites on the AUTHOR’s
own website(s). AUTHOR agrees to notify PUBLISHER before posting any parts of the WORK on his/her or any
other website. AUTHOR
agrees to establish standards of consistency and
quality in publicizing the WORK and PUBLISHER reserves the right to edit AUTHOR's publicity materials as it sees fit.
17) Right of First Refusal. PUBLISHER reserves a first-refusal option to publish all subsequent
[list genre(s)] titles by AUTHOR,
either written solely by the AUTHOR
or in collaboration with other authors, for a
period of five (5) years from the publication
date of the WORK.
Such option shall include the right to license
subsidiary rights as defined and enumerated in
this Agreement. Barring unforeseen circumstances,
PUBLISHER agrees to notify AUTHOR of acceptance or refusal of any
subsequent submission, within six (6) weeks after
receiving either a completed draft of the manuscript,
or a full book proposal with a full chapter outline
that includes: definition of the target readership;
analysis of why this new WORK should sell well,
even against existing or future competition; and,
at least the first two chapters in complete and
final form.
18) Miscellaneous.
a) Amendment and Integration
Clause. This
Agreement represents the entire agreement of the
parties with respect to the subject matter hereof
and, except for the aforementioned Publishing
and Promotion Agreement, all agreements entered
into prior hereto are revoked and superseded by
this Agreement, and no representations, warranties,
inducements or oral agreements have been made
by any of the parties except as expressly set
forth herein or in other contemporaneous written
agreements. This Agreement may not be changed, modified
or rescinded except in writing signed by all parties
hereto, and any attempt at oral modification of
this Agreement shall be void and of no effect.
b) Notices. Any notice, election or communication to be
given to any party under the terms of this Agreement
shall be in writing and delivered in person or
deposited, certified or registered, in the United
States mail, postage prepaid, addressed as set
forth below or to such address as either party
may hereafter designate by written notice hereunder. Such notices shall be effective on the earlier
of (i) the date when received by such party if
delivered via hand delivery or via facsimile transmission
if received prior to 5:00 p.m., Mountain Standard
Time ("MST”); or, (ii) the next day if delivered
via facsimile transmission and received after
5:00 p.m. MST; or, (iii) 48 hours after the date
if sent by registered or certified mail, return
receipt requested, postage and fees prepaid and
addressed as follows:
If to AUTHOR: (ADDRESS)
with a copy to:
If to PUBLISHER:
Carol Adler, President
Dandelion Books, LLC
5250 South Hardy Drive, #3067
Tempe, Arizona 85283
with a copy to:
c) Severability. In case any one or more of the provisions contained
in this Agreement shall for any reason be held
to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability
shall not affect any other provisions hereof and
this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been
contained herein.
d) Additional Acts
and Documents.
Each party agrees to do all such things,
take all such actions and to make, execute and
deliver such other documents and instruments,
as shall be reasonably requested to carry out
the provisions, intent and purposes of this Agreement.
e) Assignments.
PUBLISHER may assign this Agreement to
any entity, the majority (more than 50%) of which
is owned by Carol Adler or a trust for her benefit.
f) Counterparts. This Agreement may be executed in any number
of counterparts; all such counterparts (or a facsimile
thereof) shall be deemed to constitute one and
the same instrument; and, each of said counterparts
shall be deemed an original hereof.
g) Time. Time is of the essence for purposes of this
Agreement and each and every provision hereof.
Any extension of time granted for the performance
of any duty under this Agreement shall not be
considered an extension of time for the performance
of any other duty under this Agreement.
h) Time Periods. In the event the time for performance of any
obligation hereunder, or any time period hereunder,
expires on a Saturday, Sunday or legal holiday,
the time for performance shall be extended to
the next day that is not a Saturday, Sunday or
legal holiday. In computing any period of time provided for
in this Agreement, or provided for by any applicable
statute, the day of the act, event or default
from which the designated period begins to run
shall not be included.
The last day of the period of time shall
be included, unless it is a Saturday, Sunday or
a legal holiday, in which event the time period
runs until the end of the next day which is not
a Saturday, Sunday or a legal holiday.
i) Captions. Captions and paragraph headings used herein
are for convenience only and are not a part of
this Agreement and shall not be deemed to limit
or alter any provision hereof and shall not have
any legally binding effect in the meaning, construction
or interpretation of this Agreement.
j) Governing Law. This Agreement shall be deemed to be made under,
and shall be construed in accordance with and
governed by, the laws of the State of Arizona,
and suit to enforce any provision of this Agreement
or to obtain any remedy with respect hereto shall
be brought in Superior Court, Maricopa County,
Arizona, and for this purpose each party hereby
expressly and irrevocably consent to the jurisdiction
of said court.
k) Interpretation.
To the extent permitted by the context in which
used, (a) words in the singular number shall include
the plural, words in the masculine gender shall
include the feminine and neuter, and vice versa,
and (b) references to "persons" or "parties"
in this Agreement shall be deemed to refer to
natural persons, corporations, general partnerships,
limited partnerships, trusts and all other entities.
l) Indemnity. Each party to this Agreement agrees to indemnify
each other party and hold it harmless, from and
against all claims, damages, costs and expenses
(including reasonable attorneys' fees) attributable,
directly or indirectly, to the breach by such
indemnifying party of any obligation hereunder
or the inaccuracy of any representation or warranty
made by such indemnifying party herein or in any
instrument delivered pursuant hereto or in connection
with the transactions contemplated hereby. In the event either party hereto receives notice
of a claim against which it is entitled to indemnification
pursuant to this section, such party shall promptly
give notice thereof to the other party to this
Agreement. The
party obligated to indemnify shall immediately
take such measures as may be reasonably required
to properly and effectively defend such claim,
and may defend with counsel of its own choosing
approved by the other party (which approval shall
not be unreasonably withheld or delayed); provided,
however, if the party being indemnified determines
that counsel chosen by the indemnifying party
has a conflict of interest, then the indemnified
party shall be entitled to select and appoint
such defense counsel, at the sole cost and expense
of the indemnifying party.
In the event the party obligated to indemnify
fails to properly and effectively defend such
claim, then the party entitled to indemnification
may defend such claim with counsel of its own
choosing at the expense of the party obligated
to indemnify.
m) Expenses. Except as expressly provided herein, each party
to this Agreement shall pay his or its own costs
and expenses related to the transaction contemplated,
including, but not limited to, all attorneys'
fees.
n) Waiver of Conditions.
Any of the parties hereto may in writing
waive any provision of this Agreement intended
for its benefit; provided, however, such waiver
shall in no way excuse the other parties from
the performance of any of its other obligations
under this Agreement unless otherwise provided
herein or in such written waiver. Failure of any party to exercise any right or
option arising out of a breach of this Agreement
shall not be deemed a waiver of any right or option
with respect to any subsequent or different breach
of the same or any other covenant or condition
of this Agreement.
o) Construction. The parties agree that each party and its counsel
have reviewed and revised this Agreement and that
any rule of construction to the effect that ambiguities
are to be resolved against the drafting party
shall not apply to the interpretation of this
Agreement or any amendments or exhibits hereto.
p) Binding. This Agreement shall be binding on the heirs,
executors, administrators and assigns or successors
in business of the respective parties.
IN WITNESS WHEREOF, the Parties have
caused their duly authorized representatives to
execute this Agreement on the date indicated below:
AUTHOR:
By: _____________________________________
Printed Name: _____________________________________
Date: _____________________
DANDELION BOOKS, LLC:
Printed Name: ______________________________________
