ePress-Online - Sample Contract

PUBLISHING AGREEMENT

ePress-online Inc.

This Publishing Agreement (“Agreement”) is made this ____ day of ____________, 200___

by and between (author) _________________________________________________________,

Social Security Number (if U.S. resident) _____________________,

[U.S. residents will complete the W-9 Form;
non-U.S. residents will need to fill out Forms W-7 and W-8BEN]

whose residence/mailing address is: ________________________________________________,

and phone number: ___________________, preferred email address: _____________________,

backup email address (if any): ___________________________ (hereinafter called the Author);

and ePress-online, Inc., whose principal place of business is in Elwood, Utah (hereinafter called the Publisher).

The parties agree as follows:

1. GRANT

Author hereby grants and assigns to Publisher the worldwide rights to publish in the English language in electronic book form as downloadable file or file on cd, dvd or diskette, and print form to be made available for purchase for a period of two (2) years from the date of initial publication, as determined pursuant to Section 4 below, titled: ____________________________________________________(hereinafter called the Work).

The Author retains all other rights.

Fictionwise, acting as distributor in a non-exclusive agreement for ebooks, requires the term for those ebooks listed at Fictionwise will be for five (5) years from the date of initial availability on Fictionwise, as determined in the same manner set forth in Section 4 below.
___________ (Initial here to signify consent.)

(i) OPTIONAL ARCHIVING

With Author's consent, signified here by initials: __________ an archival copy of each electronic form will be kept by Publisher to allow for future non-exclusive sales, provided that royalty payments in accordance with Section 8 below shall be payable on any and all future non-exclusive sales notwithstanding the fact that this Agreement may be otherwise terminated.. This archival consent may be withdrawn at any time by the Author with sixty (60) days written notice sent by mail (delivery confirmation recommended) to Publisher at the Corporate Address:
ePress-online, Inc. – 4185 West 9600 North – Elwood, UT 84337

(ii) PRINT: The term for print rights shall be identical to the term herein granted for electronic rights. Royalty shall be 7.5 to 10 percent of the list price as set forth below. There will be no charge to Author.

(iii) RENEWAL: This Agreement shall be automatically renewed for an unlimited number of successive one (1) year terms, unless (i) either party notifies the other party in writing of its intent not to renew this Agreement at least sixty (60) days prior to the natural termination of this Agreement, or (ii) the Agreement has been earlier terminated pursuant to the early termination provisions set forth in this Agreement.

(iv) TERMINATION: Either Publisher or Author may chose to terminate this Agreement, without penalty, at any time with ninety days written notice sent to Publisher at the Corporate Address.

(v) DISTRIBUTORS: For books sold through outlets requiring distribution discounts, Author and Publisher will share equally in the net proceeds of all such sales, where net proceeds shall be determined after giving effect to all discounts, sales taxes, applicable shipping charges and similar such charges. Publisher shall bear all risk of loss, including any financial risk of loss related thereto. If a distributor requires a contract term longer than that provided in this Agreement, Publisher will request authorization from Author to include his/her book or books, which authorization shall not be unreasonably withheld.

2. REPRESENTATIONS AND WARRANTIES

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

3. ISBN

Publisher will obtain and assign ISBN(s) (International Standard Book Numbers) for any print version of the Work. Publisher may assign as many ISBN designations as required by the various publication formats. Publisher will notify “Books in Print” or other equivalent service(s) of the ISBN(s) of the Work.

4. DELIVERY AND PUBLICATION

Author agrees to deliver a completed manuscript, incorporating all approved editorial changes, to Publisher within six (6) months of the signing of this Agreement. If this Agreement covers multiple works by Author, Author agrees to deliver second and subsequent covered works at a reasonable interval, usually not exceeding the time allotted for the first manuscript.

Publisher agrees to publish the Work at its own expense. Publication date will be considered that date on which the Work is available for sale on Publisher's website and no later than one year from the date the completed manuscript is submitted to Publisher. Publisher will set retail price.

5. COPYRIGHT

The copyright for the Work at all times remains the property of Author and/or Author's heirs. Copyright for any cover art or other materials supplied by the Publisher are the property either of the Publisher or the creating artist.

Registration of the copyright is the Author's responsibility. A copy of the registration shall be mailed to Publisher at the Corporate Address.

6. EDITING AND PROOFREADING

Publisher’s editors will identify problems and make suggestions to resolve problems and improve the Work. Author is not required to use the suggestions, however problems must be resolved before the manuscript is considered completed.

Author is not required to make any changes in fact or content, however Publisher reserves the right to release Author from this Agreement if, in Publisher's judgement, failure to make such changes or revisions would damage Publisher's reputation or otherwise make the Work un-marketable.

Publisher shall make no major 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. Minor punctuation, grammatical, and typographical errors may be corrected at the discretion of the Publisher. The Publisher shall furnish the Author with galley proofs. The Author agrees to return the galley proofs to the Publisher with his/her corrections in a timely manner.

7. COVERS AND COVER ART

Publisher shall provide cover art at its own expense. Author will be asked to produce proposed back blurb text and suggestions for cover art. If Author wishes to provide his/her own cover art, some or all of this cover art may be at Author's expense. If Author engages an artist other than him/herself to produce an alternative cover, Author must present documentation that s/he has permission to reproduce the proposed cover art from the copyright owner, or warrants that the cover art is in the public domain. If Author provides his/her own cover art, s/he is responsible for formatting it in an appropriate graphics format of suitable reproduction quality. Publisher will give credit in the published Work to the cover artist. Publisher has final approval of any cover art and back blurb material.

At Publisher’s discretion a different cover may be used for electronic versions.

8. ROYALTIES AND LICENSES

Withholding on Royalties.

Changes in U.S. tax laws require Publisher to withhold taxes on royalties exceeding ten and no/100ths dollars ($10.00) in any given calendar year unless Publisher is provided either a W-9 for U.S. Residents or a W8-BEN form for non U.S. residents residing in a country with which the U.S. has a tax treaty. Copies of tax forms shall be completed and delivered by Author with this Agreement.

The Publisher shall pay to the Author or his duly authorized representatives the following royalties:

(a) Thirty percent (30%) of the retail price on the first 1,000 electronic copies sold directly by Publisher, thirty-five percent (35%) on the next 2,500 copies sold, and forty percent (40%) on all copies sold in excess of 3,500.

(b) Fifty percent (50%) of payments received for the Work from any distributor with which the Publisher may enter into a distribution agreement or affiliate agreement.

(c) Seventy-five percent (75%) of the proceeds of any license granted to another publisher to bring out a reprint edition of the Work.

(d) Seventy-five percent (75%) of the gross amount paid by a book club, for the right to publish the Work for distribution to its members.

(e) Ten percent (10%) of the list price of any print books sold for a retail price less than nineteen and 99/100ths dollars ($19.99) and seven and one half percent (7.5%) of any books sold at a list price greater than or equal to nineteen and 99/100ths dollars ($19.99).

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 unless errors of accounting amounting to five percent (5%) or more of the total sum paid to the Author shall be found to his/her disadvantage, in which case the cost shall be borne by the Publisher.

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.

10. NOTIFICATIONS AND PAYMENT

The Publisher agrees promptly to advise the Author of the terms of any contracts entered into for any grant of license permitted under this agreement whenever the Author's share of the proceeds or royalty is one hundred and no/100ths dollars ($100.00) or more. The Publisher shall make such contracts available to the Author or his/her representative at the offices of the Publisher, and a copy thereof will be furnished to the Author upon his/her written request.

The Publisher shall promptly pay the Author's share of such proceeds or royalty to him upon receipt.

11. AUTHOR'S DISCOUNT

The Author may at any time purchase copies of his/her Work for the retail price minus the appropriate royalty. No royalties will be paid on discount purchases made by the Author.

12. STATEMENTS AND PAYMENTS

The Publisher agrees to render quarterly statements by the last day of the second month following the end of the calendar quarter, showing an account of sales and all other payments due through the end of the preceding quarter. Payment then due shall accompany such statements.

13. REVERSIONS AND TERMINATION

(a) In the event that the Publisher's edition of the Work shall at any time not be listed for sale on the Publisher's site, excluding temporary unavailability of the site due to circumstances beyond the Publisher's control, the Author or his representative may give notice to the publisher terminating this Agreement and all rights shall then revert to the Author.

(b) If the Publisher, during the existence of this agreement, default in the delivery of quarterly statements or in the making of payments provided for by this Agreement and neglects or refuses to deliver such statements or make such payments within thirty (30) days after written notice of default from Author or Author's representative, this agreement will terminate at the expiration of the thirty (30) day period 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.

(c) If the Publisher fails to comply with or fulfill the terms and conditions of this Agreement or becomes bankrupt or sells substantially all of its assets or experiences a change in ownership resulting in the transfer of more than fifty percent (50%) of the beneficial interest in Publisher, this Agreement may be terminated by Author and all rights granted by it to the Publisher shall immediately revert to the Author. All payments made to the Author before such an event shall belong to the Author without prejudice to any other remedies, which the Author may have.

Upon any termination of this Agreement, all rights in, to and under the Work granted by Author to Publisher shall revert to Author, this Agreement shall have no further force and effect, and Publisher shall forfeit any and all rights that Publisher may then have in, to and under the Work, whether granted herein or pursuant to a separate Agreement of the parties, provided that Publisher may retain the archival rights set forth in Section 1(i) above until such time as Author revokes consent pursuant to the terms thereof.

14. BANKRUPTCY AND INSOLVENCY

All rights granted by the Author to the Publisher by this Agreement will automatically be terminated and revert to the Author upon judgment against the Publisher or finding of insolvency.

15. RESERVED RIGHTS

All rights in the Work now existing, or which may later come into existence, not specifically granted are reserved to the Author for his/her use at any time. Reserved publication rights include, but are not limited to, the right to publish or cause to be published in any form, excerpts, summaries and novelizations or dramatizations and motion pictures of the Work and excerpts, not to exceed five thousand (5,000) words in length to be used for advertising and exploitation of motion pictures and televised movies or videos or other dramatizations based on the work or translations into languages other than English.

16. ASSIGNMENT

This Agreement may not be assigned to any other party, either voluntarily or through legal action, without the written consent of both parties to this Agreement.

17. ARBITRATION

Any controversy or claim arising out of this Agreement or any alleged breach of this Agreement shall be settled by arbitration in accordance with the rules in effect at that time of the American Arbitration Association and judgment upon any award may be entered in the highest court of the State of Utah or the state of Author's residence. The one exception to this clause being that the Author retains the option, if the Publisher fails to pay royalties due, to refuse arbitration, and pursue other legal remedies.

18. NOTICES

Any written notice required under any of the provisions of this Agreement shall be sent by regular U.S. mail with delivery confirmation.

19. WAIVER

A waiver of any breach of this Agreement or of any of the terms or conditions by either party shall not be deemed a waiver of any repetition of such breach or in any way affect any other terms or conditions of this Agreement. No waiver shall be valid or binding unless it is in writing and signed by the parties.

20. INFRINGEMENT

If during the term of this Agreement, including any renewal terms hereunder, the copyright on the Work 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. Author hereby agrees to provide Publisher with reasonable assistance in the prosecution any such action. 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 and deliver all documents, which may be necessary or appropriate to return to Author any and all rights in, to and under the Work herein granted to Publisher.

22. LAW

This Agreement shall be construed in accordance with the laws of the State of Utah.

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. APPROVAL

The Publisher shall obtain the Author's advance approval of any jacket or cover design, including the text to be used with the Work and of any contracts with third parties for the publication of the work, which approval shall not be unreasonably withheld.

X_______________________________

AUTHOR

X_______________________________

PUBLISHER

Send as an email attachment, this signed (type name) and completed Agreement (type requested information) to:

margaret.carr@sbcglobal.net

nrc1940@yahoo.com

Mail 3 copies of completed Agreement (with signature) to:

ePress-online, Inc.
4185 West 9600 North
Elwood, UT 84337