World Castle Publishing, LLC

PO Box 10652

Pensacola, FL 32524

PH 855-390-8234  Fax 866-305-2632

_________________________________________________________________

 

 

BOOK PUBLISHING AGREEMENT

 

THIS BOOK PUBLISHING AGREEMENT (the “Agreement”) is made as of this ____ day of _______________, 2017 (the “Effective Date”), by and between, on the one hand, WORLD CASTLE PUBLISHING, LLC, a Florida limited liability company, with an office at P.O. 10652, Pensacola, Florida 32524 (the “Publisher”), and ___________________, an individual, with an address of _________________________, ________________, _______________________ (the “Author”). Publisher and Author are collectively referred to as the "Parties," or individually, as a "Party.

 

RECITALS

 

            This Agreement is governed and controlled by the following Recitals which the Parties hereto acknowledge to be true.

 

WHEREAS, the Author is the creator and writer of that certain book currently entitled ____________________________________________ (the “Work”).

 

WHEREAS, the Publisher has offered to publish and promote the Work, pursuant to the terms and conditions contained herein; and

 

WHEREAS, the Author wishes to accept the offer from the Publisher to publish the Work;

 

NOW, THEREFORE, in consideration of the mutual promises herein contained, the Parties hereto agree as follows:

 

AGREEMENT

 

1.                  GRANT.

 

(a)               The Author hereby grants exclusively to the Publisher on behalf of himself, heir(s), executors, administrators, successors, and assignees, the following exclusive worldwide rights to the Publisher to produce, publish, and sell in e-book and print (paperback) formats such as, i-pod, lit, html, PDF, e-book on CD (print and/or audio) etc., and paperback book form, including any e-book formats invented while this contract is in effect.

 

(b)               Publisher shall have the right to produce, advertise, promote, and publish the Work in a style in which the Publisher deems appropriate to the Work, including format, pricing, and distribution. Publisher has the right of final approval of Author’s manuscript. Publisher will distribute the book where the Publisher deems appropriate such as Amazon Kindle, Amazon (paperback), Lightning Source, and anywhere else that Publisher decides during the term of the contract. Publisher also reserves the right to advertise anywhere the Publisher deems appropriate, including but not limited to, MySpace, YouTube, forums, groups, review sites, magazines, and Amazon.

 

(c)               The Publisher has the exclusive, unlimited right to license or to permit others to publish, reproduce, or provide the Work in whole or in part and in any and all forms, formats, systems, and materials. These rights shall include motion pictures, television, cable broadcasting, pay-per-view distribution, virtual reality, any other technology currently existing or invented in the future, clothbound books, serials, book clubs, paperback, translations, abridgement, adaptation, foreign editions, and selections, audio tape, sound reproducing and recording systems, microfilm, large type editions, braille, and computer systems now known or hereafter invented.

 

(d)               The Author authorizes the Publisher to copyright throughout the world, in the name of the Author, the Work or any revision or other editions thereof and to renew such copyright, if the Publisher deems it advisable.

 

(e)               The Publisher has the right to contract with distributors, bookstores, vendors, organizations and/or outlets of books to sell the Work under the Publisher’s name. The Author may only contact booksellers in regards to promoting his/her own works (book signings, leaving bookmarks, etc.). Author does not have the authority to enter into any agreements on behalf of the Publisher.

 

(f)                Should the Author wish the Work to be translated into other languages, they may petition Publisher for print rights in a language other than English, as long as Publisher is not offering titles in another language. Should Publisher later add foreign language options to the titles, any title already being printed in a language other than English will not be impacted, only titles not under special agreement.

 

(g)               Author hereby retains all rights to the Work not specifically granted to the Publisher in this Agreement.

 

2.                  TERM.

 

(a)               The Agreement will be for a period of (2) two years from the date that the Work is published or listed for sale to the general public (the “Term”).

 

(b)               At the end of the Term, it may be renewed for an additional (2) two years, at the discretion of the Publisher.

 

(c)               If the Author wishes the contract to continue, Author needs to contact the Publisher, in writing, at least (30) thirty days prior to the expiration of the contract.

 

 

3.                  TERMINATION.

 

(a)               The Publisher reserves the right to pull the Work and terminate the Agreement at no cost to the Publisher or Author if no sales have been made within (3) three months of the release of the title. The Author will be notified in writing, pursuant to the terms and obligations of the Notice provision contained herein, if such a decision is made. All rights will automatically revert to the Author.

 

(b)               The Author may petition the Publisher to terminate the contract at any time during the term of the contract, but it will cost the Author Three Hundred Fifty Dollars ($350.00) for editing and formatting, and One Hundred Dollars ($100.00) for the cover art making the total fee Four Hundred Fifty Dollars ($450.00) to terminate this contract before the two (2) years has ended.

 

(c)               If for any reason the Publisher files bankruptcy, goes out of business or decides to no longer be in business, the contract will be void and all rights will revert back to the Author. Should the Publisher go through a name change or a change in ownership, all contract terms will stand.

 

(d)               A change of title of the Work does not void this Agreement.

 

4.                  MANUSCRIPT DELIVERY.

 

(a)               The Author, as the creator or as a participant in the creation of the Work, agrees to deliver to the Publisher at the Author's expense on or before the DATE, (i) two (2) double-spaced copies, and (ii) a computer disk of the completed Manuscript (the “Manuscript” or “Manuscripts”) in a form ready for printing and acceptable to the Publisher in content and form, including all photographs, drawings, tabular matters, and the index.

 

(b)               The Manuscript shall contain sufficient text and illustrations which together will make a book of approximately ________ printed pages in a 8- 1/2 "x11" format. If the delivered Manuscript is not in final form satisfactory to the Publisher and rekeying is necessary to make it ready for typesetting, the Publisher shall have the right to rekey the Manuscript and to charge the cost to the Author, or the Author shall be given, at the Publisher's option, the opportunity to rekey. The Publisher may, in its sole judgment, reject outright and return to the Author the Manuscript of the Work, and all amounts which may have been advanced to the Author against the royalties to be received hereunder shall be refunded at the request of the Publisher.

 

(c)               If the Author fails to deliver to the Publisher any items necessary to the completion of the Manuscript, or if the Manuscript does not conform to specifications, the Publisher shall have, in addition to its other remedies, but without limitation as to remedies, the option to supply the items necessary to the completion or conformity to specifications of the Manuscript and/or to rewrite or to compile anew the Manuscript and charge and offset related costs against any sums accruing to the Author, such offset to be against the first payments due to the Author until paid in full.

 

(d)               The Author agrees to retain a copy of the Manuscript and the Publisher will not be liable for any loss resulting to the Author from destruction or other loss of the copies delivered to the Publisher. Blurbs & Back Cover

 

5.                  AUTHORSHIP; OWNERSHIP.

 

(a)               Credit for authorship purposes for the Work shall consist of:

 

Author             -           AUTHOR

 

(b)               Ownership of the copyright in the underlying Manuscript, story line and previous iterations of the Work have been and shall remain with Author.

 

6.                  ROYALTIES.

 

(a)               The Publisher agrees to pay the Author royalties based on the Modified Net Receipts (defined below) from the Gross of domestic sales of the Work received by the Publisher for all copies sold, less returns on the following scale:

 

(i)                 Domestic sales: Publication in hard or paperback book form.

 

I.                    40% of the Modified Net Receipts.

 

(ii)              Foreign sales: Publication in hard or paperback book form:

 

I.                    40% of the Modified Net Receipts.

 

(iii)            Electronic formats: Publication in e-book form or other similar electronic formats:

 

(I)                40% of the Modified Net Receipts.

 

(iv)             Licensing:

 

I.                    The Author shall receive Fifty Percent (50%) of all Modified Net Receipts of the Publisher, less direct expenses, from the sale of translation, abridgement, adaptations, foreign rights, microfilm, motion picture films, television, and computer systems rights.

(v)               The Author shall receive Fifty Percent (50%) of all Modified Net Receipts received by the Publisher related to the Work, less direct expenses, from the sale International Student Editions.

 

(vi)             The Author shall receive Five Percent (5%) of all Modified Net Receipts of the Publisher, less direct expenses, from book club sales.

 

(b)               "Gross Receipts" shall mean all revenue received by the Publisher from, including but not limited to, book sales, fees, digital transmissions and downloads, television or film rentals, video discs, cassettes or similar devices, advertising accessories, souvenir programs and booklets, merchandise, all sums paid or accrued on account of sales, use, receipts, income, excise, remittance and other taxes (however denominated) to any governmental authority, expenses of transmitting to the United States any funds accruing to the Work in foreign countries, such as cable expenses and any discounts from such funds taken to convert such funds directly or indirectly into U.S. dollars.

 

(c)               "Modified Net Receipts" shall mean the Gross Receipts, less all reasonable costs related to the development and publication of the Work, including but not limited to: (i) deferments; (ii) cooperative or other advertising or promotion (excluding trade and institutional advertising or promotion) incurred in connection with marketing and sale of the Work; (iii) all amounts paid or payable to or for the benefit of others, pursuant to applicable collective bargaining agreements and/or any law or governmental regulations; (iv) all taxes, pension fund contributions and other costs paid or payable in respect of such residuals, and in respect of participations in the gross receipts and net profits of the Project; and (v) dues and assessments.

 

(d)               If there is more than one Author, royalties shall be split evenly amongst them.

 

7.                  ACCOUNTING.

 

(a)               Royalties shall be paid quarterly within (30) thirty days following the end of the quarter (January through March payments will be sent in April; April through June payments will be sent in July; July through September payments will be sent in October; October through December payments will be sent in January) by a written check generated on-line with the bank.

 

(b)               The checks will be mailed no later than the 25th of the payment month, if the royalty is $10.00 or greater. If payment is not received for the last month of the quarter from outside retailers, a payment will be sent on the amount the Publisher has already received and the last month will be added to your next statement.

 

(c)               After two (2) years following the original publication date, regular royalty statements need not be issued by the Publisher until annual earnings from all sources exceed ten dollars ($10.00), unless a statement is specifically requested by the Author. Should the Author receive an overpayment of royalty on copies reported sold, but subsequently returned, he or she agrees that the Publisher may deduct such overpayment from any further earnings under this agreement. If, in the opinion of the Publisher, there is a risk of booksellers returning for credit a substantial quantity of unsold copies of the Work, the Publisher may withhold a reasonable reserve which will compensate for such returns. Such reserve may be withheld only for the first three (3) semi-annual accounting periods following the period in which publication occurs.

 

(d)               The Author's royalty account with the Publisher shall be deemed a single consolidated account to embrace any publication agreement with the Publisher, and that all charges and credits provided for in this or any other agreement between him and the Publisher shall be made against said account.

 

(e)               Statements will be emailed to the Author by the 20th of each quarter. It is the Author's responsibility to keep up with statements for tax purposes. If the Publisher is required to withhold any State, Federal, or foreign taxes on the Author's earnings, and those taxes are paid by the Publisher, the taxes paid shall be proper charges against the Author's earnings under this Agreement.

 

(f)                No royalties will be paid on any copies of the book sent for reviews, promotional purposes, advertising, or other similar purposes.

 

(g)               No royalties will be paid on returned books.

 

(h)               If sales in any calendar year are under Six Hundred Dollars ($600.00), the Publisher may issue a 1099 at its own discretion. Payment of taxes on royalties is the sole responsibility of the Author whether or not a 1099 is issued. If a 1099 is not issued the quarterly/monthly statements can be used for tax purposes on the Author's behalf.

 

8.                  PERMISSIONS.

 

(a)               Author shall, at the time of submission of final Work, include written authorizations or permissions for the use of any copyrighted or other proprietary material that appears in the Work, including but not limited to art, illustrations or quotes. These Authorizations and permissions shall be obtained at the Authors own expense.

 

(b)               The Author, at his or her sole expense, shall obtain permission for the use of previously published copyrighted materials and deliver permission documents satisfactory to the Publisher together with the completed Manuscript. Any expenditure by the Publisher on behalf of the Author shall be charged as an advance against the Author's royalties due hereunder.

 

9.                  AUTHOR’S CORRECTIONS.

 

(a)               The Author agrees, to such extent as may be required by the Publisher, to read and correct the proof sheets of all editions of said Work. Should the Author make or cause to be made any alterations in type, illustrations, or plates which are not corrections of typographical or draftmen's errors, the total which shall exceed ten percent (10%) of the cost of composition independent of the cost of said alterations, such excess alterations shall be charged to and paid for by the Author.

 

10.              MANUSCRIPT INCOMPLETION.

 

(a)               Should the Author be unable for any reason to complete his or her commitment as provided for herein, the Author or the Author's estate shall relinquish all claims and rights including but not limited to royalty income, except that if a considerable body of material has been produced and delivered to the Publisher which the Publisher may choose to use as a part of a Work for publication, the Author or his or her estate shall receive from the Publisher a royalty as determined by the Publisher substantially equal to the portion the Author's published Work bears to the entire Work when published.

 

(b)               In the event of revision, the Publisher will pay to the Author or to the Author's estate such royalty as the Publisher determines is substantially equal to the portion of the revised Work that the Author's contribution bears to the total.

 

(c)               The Publisher shall take all suitable measures for the preservation of the Author's Work and illustrative materials, if any, supplied by the Author; but, except for acts of gross negligence by the Publisher, the Publisher shall not be responsible for their loss or damage. If the Author does not request the return of the original Work and illustrative materials within twelve (12) months from the date of initial publication of the Work, all such materials shall become property of the Publisher to be kept or disposed of, free from any claim on the part of the Author.

 

11.              RELEASE COMMITMENT.

 

(a)               Author understands that Publisher will endeavor to release the Work within six (6) months of delivery of the accepted manuscript (the “Delivery Acceptance”), but it may take up to fourteen (14) months after the Delivery Acceptance, possibly longer if re-writes are requested of the Author (the “Release Period”).

 

(b)               The Publisher hereby agrees to publish the Work in a suitable style as to format, packaging, title, imprint, and at a price such as, in its sole judgment, best meets the requirements of the market, using the customary means to market the Work. The Publisher shall reprint the Work as it deems the demand for the same may require. The Publisher shall have the right to make such editorial changes in the Work as it deems desirable and necessary, but the Author may approve any such changes which are substantial, which approval the Author shall not unreasonably withhold or delay.

 

(c)               Any title of the Work under 40,000 words will be released in e-book only. Any title of the Work over 40,000 words will be released in e-book and trade paperback.

 

(d)               Should the Publisher not publish the Work by the conclusion of the Release Period, this grant shall automatically terminate.

 

12.              MARKETING AND PROMOTION.

 

(a)               The Publisher reserves the right to advertise however it deems appropriate.

 

(b)               Author or Authors are required to maintain a website. Free websites are available so this can be done at no cost to the Author. They may use the first three (3) chapters of the Work, not to exceed thirty (30) pages of the final formatted and edited product, on the website in order to promote the Work. If their Work is a short story, they may use the first chapter, not to exceed five (5) pages, on their website in order to promote the Work.

 

(c)               The Author agrees to self-promote the Work to the best of his/her ability. Author understands without self-promotion, their Work may not sell as well, if at all, as it would with self-promotion.

 

(d)               Author understands that the Publisher will submit the Work to various places for reviews. A review is free advertising and gives the Author feedback on their book or writing style. Author understands that not all reviews will be positive or as high a rating as they wish. Further, Author should also submit their Work to review sites.

 

 

 

 

13.              APPROVALS; REJECTION.

 

(a)               Publisher reserves the right of final approval on revised final Work submissions. Author shall be notified of such acceptance of revised Work.

 

(b)               Publisher reserves the right to reject the Work and terminate this contract if Author fails to meet deadlines, if Work does not meet Publishers minimum standard of quality, or if Author fails to do the required revisions.

 

(c)               Publisher retains the right to edit and revise the Work for any and all uses described under this Agreement, provided that Author’s original concept of Work is not materially altered without Author’s agreement. Author understands such changes are necessary for the overall improvement of Work.

 

(d)               Cover Art. Publisher will provide the cover art without approval of the Author. The Publisher will be the sole decision maker on the cover. The cover will be made one time and no revisions will be made to it unless there is a mistake in the title of the Work or the Author’s name. At that time, the Author may contact the Publisher for those changes to be made. No other reason will be accepted. Should the Author desire to have a cover done outside of the Publisher’s company, the Author will incur all expenses for said cover art and will provide the Publisher with a copy in JPG high resolution format, as well as the artist’s name. Author will be required to sign a cover art waiver.

 

(e)               Back Cover. The Author is responsible for submitting a blurb, or back cover text to the Publisher. The Publisher has the final say on this blurb. The Publisher reserves the right to either use the blurb the Author has submitted or use the one that the Publisher deems appropriate. The blurbs are due to the Publisher within two (2) weeks of the execution of this Agreement.

 

(e)               Title of Work. Publisher has final approval of the title of the Work or each individual title thereunder. The title chosen by Author will be used unless there is another book with that same title listed with the Publisher, and then a change will have to be made. The Author will have the right to have first choice regarding renaming the Work or any individual title contained within the Work.

 

(f)                Price of Work. The Publisher holds the right to set the price of the Work, put said Work on sale, lower the price of the Work if it is not selling copies. If the title has not sold any copies in (1) one month, the Publisher will automatically lower the price of the Work. If at the end of (3) three months no copies have sold, the Publisher has the right to remove the Work and void this contract, at which time all rights would revert to the Author.

 

14.              AUTHOR’S COPIES.

 

(a)               The Publisher agrees to give each Author two (2) free copies of said Work. Any further copies that Author wishes to purchase from Publisher Author will purchase said extra copies with a Producer’s discount.

 

15.              COMPETING WORKS.

 

(a)               The Author agrees that he or she will not, during the Term of this Agreement, without the consent in writing of the Publisher, write, print, or publish; or cause to be written, printed, or published; any other edition of said Work, whether revised, corrected, enlarged, abridged, or otherwise, or any Work that is liable to compete or interfere with or injure the sale of said Work.

 

16.              REVISED EDITIONS.

 

(a)               The Author agrees to revise the said Work when the Publisher, after consultation with the Author, decides in its sole judgment that a revision is desirable. Should the Author be unable or unwilling to undertake such revision, or be deceased, the Publisher may arrange for the preparation of a revised Manuscript, and in such an event the royalty percentage and/or fee provided for in the contract between the person who revises the Work and the Publisher shall be charged against the account of the Author and deducted from the royalty percentage and/or income accruing to said Author on sale of such revised edition. The Publisher in all events shall have the right in its sole judgment to use the name of the Author and a person who did the revision on any revisions of the Work.

 

17.              OUT OF PRINT.

 

(a)               When, in the sole judgment of the Publisher, the public demand for the Work is no longer sufficient to keep the Work for sale or to warrant its continued manufacture and sale, the Publisher may discontinue the manufacture and sale thereof and may destroy the plates and may give written notice to the Author, at his or her last known address, of such discontinuance, and offer to sell to the Author bound stock and unbound sheets of the Work which are the unrestricted property of the Publisher, at one-half the list price, f.o.b. Publisher's warehouse, for the bound stock and at no cost except packing and shipping for the unbound sheets. If the Author does not accept such offer of sale within thirty days of such notification, the Publisher may sell all copies or sheets then on hand at such prices as it can obtain. No royalties shall be paid on copies or sheets so sold. If the Publisher finds it is overstocked with copies of the Work, it may dispose of what it deems to be excess stock at the best price in its judgment obtainable, subject to the various royalty provisions above, and distribute type or destroy plates.

 

 

 

18.              REPRESENTATIONS AND WARRANTIES.

 

(a)               The Author represents and warrants to the Publisher that:

 

(i)                 he or she is the sole Author of the Work;

 

(ii)              that the Work is original and does not infringe upon any statutory copyright or upon any common-law right, proprietary right, or any other right whatsoever;

 

(iii)            that the Work contains no matter which is scandalous, obscene, libelous, in violation of any right of privacy, or otherwise contrary to law;

 

(iv)             that he or she is the sole and exclusive owner of the rights herein conveyed to the Publisher;

 

(v)               that he or she has not previously assigned, pledged, or otherwise encumbered same;

 

(vi)             that he or she will not hereafter enter into any agreement or understanding with any person or entity that would conflict with the rights granted to the Publisher during the term of this contract; and

 

(vii)          that he or she has full power to enter into this agreement and to make the grants herein contained.

 

(b)               The Publisher shall have the right to extend the Author's representations and warranties contained herein to third parties (such as purchasers of subsidiary rights granted to the Publisher herein) and the Author shall be liable thereon to the same extent as if such representations and warranties were originally made to such third parties. The warranties and indemnities as stated herein shall survive in the event this Agreement is terminated.

 

19.              INDEMNIFICATION.

 

(a)               The Author shall indemnify the Publisher for, and hold it harmless from, any loss, expense (including attorney's fees) or damage occasioned by any claim, demand, suit, or recovery arising out of any breach of any of the foregoing warranties. The Publisher shall, with reasonable promptness, apprise the Author of any claim, demand, or suit and the Author shall fully cooperate in the defense thereof. In the event of any claim, demand, or suit, the Publisher shall have the right to withhold payments due the Author under the terms of this agreement as security for the Author's obligations as stated herein.

 

(b)               In the event of any claim against the Publisher based in whole or in part on allegations which, if proved, would constitute a breach of any of the above representations and warranties, the Publisher shall have the right to defend the same through counsel of its own choosing. The Author shall cooperate with the Publisher in defending the claim and shall provide all information and documents required by the Publisher's counsel.

20.              GENERAL PROVISIONS:

 

(a)               Amendment. This Agreement may be amended, renewed or continued only by a writing signed by both parties.

 

(b)               Attorneys' Fees. Should either party hereto, or any heir, personal representative, successor or assignee of either Party hereto, resort to legal proceedings in connection with this   Agreement, the prevailing party shall be entitled to the payment of its costs, attorneys’ fees and litigation related expenses.

 

(c)               Assignment. Either party shall have the right to assign this Agreement to a partnership in which that respective Party or an entity controlled by that respective Party is a general partner; to a joint venture in which that respective Party is one of the joint venturers; or to a corporation in which that respective Party is one of the controlling principals. Any other assignments will require the other Party’s approval in writing.

 

(d)               Execution. Facsimile signatures shall be deemed the original signatures of the parties.  The Agreement may be signed in counter-parts.

 

(e)               Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without regard to conflict of law principles with venue and jurisdiction in Maricopa County, Arizona.

 

(f)                Notices.  All notices required to be given under the provisions of this Agreement shall be sent by personal delivery or registered or certified mail: 

 

to Publisher:                             At the address first listed above. 

 

 

with a courtesy copy to:           _____________________________

                                                 _____________________________

                                                _____________________________ and 

 

to Arkwatch:                          At the addresses first listed above. 

 

with a courtesy copy to:           Stephen Wade Nebgen, Esq. 

The Law Offices of Stephen Wade Nebgen, PLLC, 

3370 N. Hayden Road, Suite 123-565

Scottsdale, Arizona  85251

snebgen@azentertainmentlaw.com

  

           However, the parties shall have the right to designate different addresses by means of notice to such effect, duly sent by registered or certified mail. The date of receipt of notice, if personally delivered, or mailing, whichever shall be first, shall be deemed the date of service (except that notice of change of address shall be deemed served only upon receipt thereof).

 

           Any notice, request, consent or approval required or permitted to be given under  this Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by  certified or registered mail, with postage prepaid, to Executive Producer’s principal office.

 

 

 

 

 

 

            IN WITNESS WHEREOF, the parties have caused the foregoing to be entered into as of the date first written above.

 

AUTHOR

Author Name

Phone____________________________

 

 

By:  _____________________________                                                                      

 

           

SS No. or Tax EIN:: ________________

 

PUBLISHER

Karen Fuller

 

 

 

By:  _______________________________

              KAREN FULLER

                      (Member)

 

Tax EIN:  _____________

 

 

 

 

 

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