Publishing Agreement

1. Grant of Rights

Author, on behalf of Author and Author's heirs, executors, and assigns, exclusively grants and assigns to Publisher the sole and exclusive worldwide rights to the Work, and any subsequent books in the same series ("the Series"), as follows:

• A. Primary Rights: The right to print, publish, and sell the Work in the English Language in all print and digital formats, including but not limited to hardcover, paperback, and e-book formats.
• B. Subsidiary Rights: The right to license audio rights (e.g., audiobooks), translation rights, film and television adaptation rights, and merchandising rights.
• C. Term: The grant of rights under this Section shall be for the full term of the copyright of the Work and any renewals thereof, unless terminated earlier in accordance with Section 14 of this Agreement.

2. Manuscript Delivery

Author agrees to deliver to Publisher, not later than [Date], a complete electronic file of the final manuscript for the Work, in a professional format and substance satisfactory to the Publisher.

3. Artwork, Permissions, and Other Materials

Unless otherwise agreed in writing, Author shall deliver to Publisher, along with the manuscript, any artwork, illustrations, or photographs to be included in the Work ("Artwork"), as well as written permissions for the use of any third-party copyrighted material. If Author fails to provide such materials in a form suitable for reproduction, Publisher may, at its option, obtain such materials and debit the costs against the Author's Advance Against Royalties.

4. Publisher's Obligations

• A. Editing and Production: At its sole expense, undertake the editing, cover design, and formatting of the Work. These costs shall be considered an "Advance Against Royalties" as defined in Exhibit A.
• B. Marketing: Undertake reasonable marketing efforts to promote the sale of the Work.

5. Time of Publication

Publisher agrees that the Work shall be published within twelve (12) months of Publisher’s acceptance of the final version of the Work, except as the date of publication may be extended by forces beyond Publisher’s control. For all purposes under this Agreement, the date of publication (the “Publication Date”) shall be the date designated as such by Publisher, or the date the Work is first made publicly available for sale on any third-party platform.

6. Editing and Publication Format

Publisher shall have the right to edit and revise the Work for any and all uses contemplated under this Agreement, provided that the meaning of the Work is not materially altered. Publisher shall have the right to determine the style and manner of publication, including typesetting, cover design, imprint, title, and price.

7. Updates and New Editions

If Publisher deems it advisable that a new edition of the Work be prepared, Publisher shall give Author notice and a reasonable period of time (not less than six months) to author the new edition. Should the Author decline, or if the revised manuscript is not acceptable to the Publisher, the Publisher shall have the right to engage another writer to prepare the new edition.

8. Copyright

The copyright for the Work shall be registered in the name of the Author. Upon execution of this Agreement, the Author agrees to transfer and assign the copyright to the Publisher for the term of this Agreement. Publisher will reimburse Author for the standard filing fee incurred to register the copyright.

9. Author’s Representations and Warranties

Author represents and warrants to Publisher that:

• Author is the sole creator and owner of the Work;
• the Work is original and has not been previously published in any form;
• the Work does not infringe upon any copyright, trademark, or other proprietary right;
• the Work contains no matter that is obscene, libelous, or in violation of any third party’s right of privacy;
• all statements of fact in the Work are true and based on diligent research.

10. Author's Indemnity

Author shall indemnify and hold harmless Publisher from any and all claims, debts, demands, suits, and expenses (including reasonable attorney’s fees) based on allegations which, if true, would constitute a breach of the representations and warranties set forth in Section 9.

11. Royalties and Accounting

As full consideration for the rights granted herein, Publisher shall pay Author royalties as set forth in Exhibit A, attached hereto and incorporated herein by this reference.

12. Limitation of Liability

In all circumstances (excluding the indemnification obligations hereunder), the maximum liability of one party to the other for damages for any and all causes of action whatsoever, regardless of the form of action, shall be limited to the royalty payments paid by Publisher to Author in the twelve (12) months preceding the date on which any claim first arises. In no event shall either party be liable to the other for any special, punitive, incidental, or consequential damages.

13. Bankruptcy

If a petition for bankruptcy is filed by or against the Publisher, or if the Publisher liquidates its business, Author may terminate this Agreement by written notice, and all rights granted by Author to Publisher shall thereupon revert to Author, subject to any existing third-party licenses.

14. Term and Termination

• A. Term: This Agreement shall remain in effect for the full term of the copyright of the Work.
• B. Termination for Non-Delivery: If the Author fails to deliver the manuscript or other required materials in a form and substance satisfactory to the Publisher by the agreed-upon date, the Publisher shall have the right to terminate this Agreement by providing written notice to the Author.
• C. Reversion of Rights: The Work shall be deemed "Out of Print" if it is unavailable for sale in both a primary print and a primary digital edition, and it has generated less than $100.00 in total earnings in a continuous 12-month period. If the Work goes Out of Print, Author may request in writing that all rights revert to Author. If Publisher does not bring the Work back into print within six (6) months of such request, this Agreement shall terminate, and all rights granted herein shall revert to the Author, subject to any existing third-party licenses.

15. Binding Mediation

In the event of a dispute or claim arising out of or related to this Agreement, the parties agree to first confer and negotiate in good faith for a period of ten (10) days. If the dispute cannot be resolved, it shall be referred to and determined by binding mediation in accordance with the rules of a mutually agreed-upon mediation service. The place of mediation shall be in a mutually agreed upon location in Florida. Each party shall bear their own costs and shall share equally in the cost of the mediator.

16. IP Infringement Dispute Resolution

Notwithstanding Section 15, any dispute involving an allegation of intellectual property infringement shall not be bound by Section 15 and such dispute shall be submitted to a court of competent jurisdiction for resolution.

17. Notices

All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been given when delivered by e-mail to the party’s last known e-mail address, or by certified mail to the addresses set forth in this Agreement.

18. General Provisions

• A. Successors and Assigns: This Agreement shall be binding on the heirs, executors, and administrators of the Author, and on the successors and assigns of the Publisher. The Author may not assign this Agreement without the Publisher's prior written consent.
• B. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
• C. Entire Agreement: This Agreement constitutes the complete and exclusive agreement between the parties and supersedes all prior negotiations and understandings. This Agreement may be modified only by a written instrument signed by both parties.
• D. Counterparts and Electronic Signature: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed original signatures for purposes of this Agreement.
• E. Headings; Construction: The Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

19. Advice of Counsel

Author acknowledges that Publisher has explained that Author is entitled to seek the advice and counsel of an attorney of Author's choice before agreeing to the terms set forth in this Agreement, and Publisher has encouraged Author to do so.