1-The Work

 

This AGREEMENT (the "Agreement") is made on [Date],  between [Name] with an address at  (the "Author"), and AfriMark Press,  with offices at 335 NOLAN HILL DRIVENW CALGARYAB T3R0S7, (the "Publisher").

 

Author will deliver to Publisher a new and original manuscript tentatively entitled(the "Work"). The Work is a work of fiction, or non-fiction, etc.

 

a-Author grants to Publisher for the Term (as defined below), the exclusive right to:

• reproduce, publish, distribute, transmit, sell, and otherwise make available (collectively defined as "Publish" the full-length Work in the Territory (as defined below) in the English language and in the Formats (as defined below);

 

• make copies in verbatim text electronic, digital, audio, or other media as necessary to Publish the work in any Format licensed under this Agreement;

 

 

• translate into Languages other than English, if any; and

 

• sublicense any of the rights which may be granted to publisher herein pursuant to the terms of Section 11 (Sublicenses) of this Agreement.

 

b-"Territory" shall mean throughout Canada and every corner of planet Earth.

 

c- "Term" shall mean the full term of copyright applicable to the Work in each country covered by this Agreement, unless this Agreement is terminated prior to the end of the copyright term.

 

d-"Formats" shall mean:

 

• physical book form, including hardcover and paperback book form, including without limitation; 

• print-on-demand, provided the quality is equivalent to standard traditional hard-cover or paperback book form;

• electronic book (ebook) form, provided that Publisher will not include any material other than that delivered by Author as part of the Work, including any visual and audio enhancements, without Author's prior written approval and agreement on the final product and contents thereof; and

• audiobook, including the right to create an abridged version thereof, subject to Author's prior written approval of the final script thereof. Author shall be given the opportunity to read the audiobook for an additional fee; and, if not selected, shall have the right to approve the choice of narrator.

 

e-Reserved Rights. Author retains all rights and title in and to the Work, including copyright, subject only to the rights specifically granted to Publisher under this Agreement.

 

 

3.Copyright.

 

Publisher shall register the copyright to the Work, if not previously registered as a published work, identifying Author as the claimant (the copyright owner), as well as the author of the Work, within 90 days of initial publication of the Work, and Author will be provided with a true and complete copy of the registration certificate when received by Publisher. Publisher will, and will cause each of its sublicensees to, place a copyright notice in Author's name in each and every copy of the published Work, as follows:

 

© [Author] [2022]

 

4.Advance Against Royalties.

 

Publisher shall pay to Author, as a non-refundable advance (the "Advance") against and on account of all royalties and other sums accruing to Author under this Agreement, the sum of $0 payable as follows:

 

$0.00 on the execution of this Agreement;

 

$0.00 on acceptance of the complete manuscript of the Work; and

 

$0.00 on Publisher's initial publication of the Work or within _____ months after acceptance, whichever comes earlier.

 

5.Royalties.

 

a-Hardcover Rates.

 

Publisher shall pay Author the following royalties on each copy of the hardcover edition sold by Publisher in the United States through regular book wholesale and retail channels, less actual returns (subject to Subsection 5(e)):

 

• on the first 5,000 copies sold: 10% of the suggested retail list price (hereinafter called "Retail Price");

 

• on the next 5,000 copies sold: 12.5% of the Retail Price; and

 

 

• on all copies in excess of 10,000 copies sold: 15% of the Retail Price.

 

For most small and medium–sized publishers, including academic presses:

 

Publisher shall pay Author the following royalties on each copy of the hardcover edition sold by Publisher worldwide through regular wholesale and retail channels, less actual returns (subject to Subsection 5(e)):

 

• on the first 5,000 copies sold: 10% of all amounts actually received by Publisher, minus only return credits and applicable taxes, postage and shipping costs (hereinafter called "Net Receipts");

 

• on the next 5,000 copies sold: 12.5% of the Publisher's Net Receipts; and

 

 

• on all copies in excess of 10,000 copies sold: 15% of the Publisher's Net Receipts.

 

b-Paperback Rates.

 

For trade paperback:

 

For each copy of the trade paperback edition sold by Publisher worldwide through regular book wholesale and retail channels (subject to Subsection 5(e)), Publisher shall pay Author a royalty equal to 7.5% of the Retail Price, less actual returns.

 

For mass market paperback:

 

For each copy of the mass market paperback edition sold by Publisher worldwide  through regular wholesale and retail channels, Publisher shall pay Author a royalty of the following, less actual returns:

 

• on the first 150,000 copies sold: 8% of the Retail Price; and

 

• on all copies in excess of 150,000 copies sold: 10% of the Retail Price.

 

For most small publishers, including academic presses [which rarely if ever differentiate between trade paperback and mass market paperback]:

 

• Publisher shall pay Author the following royalties on each copy of the paperback edition sold by Publisher worldwide through regular wholesale and retail channels: 10% of the Publisher's net receipts on all copies sold, less actual returns.

 

c- Ebook Rates.

 

Publisher shall pay Author royalties on each copy of the verbatim text electronic edition of the Work equal to 25% of the Publisher's net receipts on all copies sold. Author shall have the right to renegotiate Ebook rates with the Publisher, if after two years from the date of initial publication of the Work in any format, the industry standard Ebook Rate is higher than 25% of net receipts, and Publisher shall engage in these negotiations in good faith. The Publisher further agrees to revert electronic rights if the parties are unable reach an agreement on a new rate after 30 days.

 

d- Audiobook Rates.

Publisher shall pay Author the following royalties on any physical audio recording of the verbatim text of the Work, less actual returns (subject to Subsection 5(e)): on the first 10,000 copies sold: 10% of the Publisher's net receipts; and on all copies in excess of 10,000 copies sold: 12% of the Publisher's net receipts.

 

Publisher shall pay Author the following royalties on any electronically delivered audio recording of the verbatim text of the Work: 25% of the Publisher's net receipts on all copies sold.

 

e- Large-Print Rates.

 

On all copies of a large-print edition of any Work sold in the U.S.: on the first 5,000 copies sold: 10% of the Retail Price; on the next 5,000 copies sold: 12.5% of the Retail Price; and on all copies in excess of 10,000 copies sold: 15% of the Retail Price.

 

f- Reserve Against Returns.

 

During the first [4] accounting periods of sales, Publisher has the right to retain a reasonable amount of the royalties earned by Author as a reserve against the return of unsold copies of the Work, not to exceed [35%] of amounts due. Thereafter, only actual returns will be deducted in calculating royalties. No reserves may be taken for electronic copies sold, namely ebooks and electronic audiobooks.

 

g-Export Sales.

 

On all copies of any edition sold outside of the U.S., the Author will receive two-thirds of the regular royalties.

 

h- Deep Discounts.

 

When, in any accounting period, Publisher grants quantity discounts outside ordinary wholesale and retail book trade channels in the United States of more than [56]% on single title orders of 1,000 or more copies of the Work, the royalty on such copies shall be reduced by 0.5% for each 1% of Publisher's discount exceeding [56]%; provided that the royalty rate shall not be reduced to less than two-thirds of the otherwise applicable rate. No adjustments shall be made for fractions of percentages. No more than [35%] of sales in any given accounting period will be accounted at the deep discount rate.

 

i-Non-Royalty Copies.

 

No royalties shall be paid on a reasonable number of copies given away for review, advertising, sample, sales promotions, or for like purposes, provided that the copies are clearly stamped or otherwise marked in a manner that identifies them as such. In addition, no royalty shall be paid on short portions of the Work (no more than 10%) appearing as previews in other books published by Publisher or on short portions of the Work used or licensed for advertising or publicity without compensation.

 

j- Remainders.

 

Publisher shall notify Author before the Work is remaindered, which event shall not occur before one year following initial publication of the Work, and Publisher shall offer Author a reasonable opportunity to purchase copies of the Work at the remainder price, which shall be no more than the cost of manufacture. Publisher may sell any remainders to third parties and will pay Author the rates set forth above in Section 8 for deep discounts; provided that the copies are clearly marked as remainders. For avoidance of doubt, no remainder sales shall be made for non-physical copies, i.e., ebooks or electronic audiobooks.

 

k- From Advertising.

 

For all supplemental revenue earned from advertising placed in the Work or in association with the electronic display of pages from the Work, and in connection with the program currently known as "Google Book Search" and any similar search and discovery program that generates advertising revenue for Publisher, Author will receive 50% of the full amount received, less commissions paid by Publisher in connection with any such advertising.

 

 

6.Subsidiary Rights.

 

Publisher shall have exclusive authority to license on Author's behalf the rights in Work set forth below. On editions of the Work licensed to a third party who assumes the role and functions of a publisher in creating, producing, marketing, and disseminating its own branded editions or excerpts of the Work (i.e., not a distributor, selling agent, or retailer of Publisher's editions or excerpts), Publisher shall pay or credit to Author's account, at the time of the next regular accounting following receipt, Author's share of the net proceeds of such licenses as set forth below. Publisher shall not grant licenses for any of the following subsidiary rights: [list the rights for which permission will be required] without Author's consent, which shall not be unreasonably withheld. Publisher shall give Author at least 15 business days written notice of the terms of any proposed license (or five business days in the case of an auction for such rights). If Author does not respond to the notice within this period, Author shall be deemed to have consented to the license on the terms stated in the notice. Upon Author's written request, Publisher will provide Author with copies of executed licenses in which Author's share of the proceeds is $500 or greater.

 

Subsidiary Rights           

 

Publisher’s Share

 

Author’s Share

​

 First Serial (use of serializations or excerpts, in newspapers, magazines, or other periodicals before publication of the Work)  

 

10%

 

90%

 Second Serial (use of serializations or excerpts, in newspapers, magazines, or other periodicals after publication of the Work, and condensations, digests, and anthologies)      

 

50%

 

50%

 Book Club          

 

50%

 

50%

 Permissions      

 

50%

 

50%

 Trade or Mass Market Paperback           

 

50%

 

50%

 Other Book Publication (including, but not limited to, hardcover; large-type editions; mail order, premium, and other special editions; and schoolbook and book fair editions licenses)              

 

50%

 

50%

 Foreign Rights (which may include any of the rights granted elsewhere in this Agreement, including First Serial and Audio Recording rights, even when such rights are not granted to Publisher in the Territory)   

 

20%

 

75%

 Translation (which may include any of the rights granted elsewhere in this Agreement, including First Serial and Audio Recording rights, even when such rights are not granted to Publisher in the English language)    

 

20-25%

 

75%– 80%

 Verbatim Text Ebook Edition    

50%

 

50%

 Audio Recording             

 

50%

 

50%

 

 

a-Copies for the Reading Disabled.

 

Publisher shall have the right to license transcription or publication rights in the Work in braille or other non-book formats, without charge to licensee, specifically and only for use by the visually impaired.

 

b- Publisher's Right to Exploit Subsidiary Rights.

 

If Publisher itself exercises any of the rights specified in this Section 6 in lieu of licensing them, the royalty rates, unless specified in Section 5, shall be subject to agreement between the parties. For the avoidance of doubt, the parties hereby specifically acknowledge and agree that any license of rights set forth in this Section 6 to an affiliate (including foreign affiliates) of Publisher shall be negotiated at arm's length and on traditional terms similar to those of Publisher's comparable agreements for similar licenses between Publisher and unaffiliated companies.

 

c-First Serial Rights.

 

If Author has retained First Serial rights in the Work, Author will not license such rights anywhere in the world without consulting Publisher with respect to the timing and excerpt of the Work so that Publisher may coordinate publication of the First Serial and Publisher's edition of the Work.

 

d- Sales to Foreign Markets.

 

All copies sold by the Publisher for distribution in markets outside of the United States should be marked or stamped with a legend to the effect: "This book is for export sale only."

 

 

7.Delivery.

​

a-Delivery of Manuscript.

 

Author shall deliver to Publisher on or before May 30th,  202, (the "Delivery Date") the complete Work (in [Word] or other standard electronic format editorially acceptable to Publisher), which shall meet the description set forth in Section 1. The Delivery Date may be amended by mutual written agreement (including email) between the Author and Publisher. 

​

b-Failure to Meet Delivery Date.

 

If Author fails to deliver the complete Work by the Delivery Date, unless otherwise agreed by Publisher or due to circumstances beyond Author's control, then Publisher shall send Author a written notice of Author's default and shall provide Author with a 30-day grace period to deliver the Work. If, after receiving the written notice, Author fails to deliver within the 30-day period, Publisher may terminate the Agreement by a second written notice. If the Agreement is terminated under this provision, then Publisher may demand, in writing, that Author return all sums theretofore paid to Author by Publisher in connection with the Work. Author's failure to deliver the Work on a timely basis will not be deemed to be a material breach of this Agreement if the failure is attributable to wars, government restrictions, fires, natural disasters, acts of God, or any other cause beyond Author's reasonable control only for the time covered by the conditions, and in no event for more than 6 months passed the original due date.

 

c-Acceptance/Rejection of Manuscript.

Publisher will inform Author in writing, within 60 days following Publisher's receipt of the complete Work delivered pursuant to Subsection 7(a) above, whether the Work is editorially acceptable.

 

d-Revision Process.

 

• If the Publisher reasonably determines that the Work delivered is editorially unacceptable, needs revision, or if it does not meet the Description in Section 1, Publisher will provide written editorial comments to Author with respect to the revisions required, and Author shall have 60 days, unless otherwise agreed by Publisher and Author, after receipt of such comments to make the revisions. If Author fails to deliver the revised Work within the said 60 days, or should Publisher reasonably find that the revised Work is still editorially unacceptable or does not meet the Description, Publisher may reject the Work by written notice to Author within [30] days of delivery of the revision.

 

• If the Work is rejected by Publisher under this Section 7, Publisher may terminate this Agreement on written notice to Author, and Author shall use reasonable efforts to sell the Work or a revision thereof elsewhere and shall repay any and all sums previously paid to Author under this Agreement from the "first proceeds" that Author receives from any sales of or licenses to Publish the Work or a revision thereof.

 

 

• For avoidance of doubt, Publisher shall not be entitled to reject the Work or terminate this Agreement based upon matters unrelated to the editorial quality of the manuscript.

 

e- Proofreading and Author's Corrections.

 

Following acceptance of the Work, Publisher shall proofread and copyedit the manuscript and, subject to Author's prior approval, may make the manuscript conform to Publisher's standard style of punctuation, spelling, capitalization, and usage. Author shall have the right to review and approve all such changes. Author shall reasonably cooperate in making any required corrections, and reading, correcting, and returning all page and/or galley proofs within 15 business days of receiving them. The cost of alterations made by Author to the proofs (other than correction of printer's errors) in excess of 15% of the original cost of composition shall be deducted from Author's royalties, and Author shall be entitled to see the bill for such charges.

 

f-Related Materials.

 

Author shall deliver, at Author's expense, all photographs, illustrations, maps, graphs, charts, an appendix, a bibliography, or other supplementary matter that Author and Publisher agree to include in the Work (individually or collectively, "Related Materials") with the Work or at a mutually agreed later date, subject to the  publication schedule. Publisher shall be responsible for the safekeeping of the Related Materials placed in its possession and shall pay to Author the cost of replacing and recopying them in the event of their loss or destruction. [If Author does not deliver the Related Materials prior to the Delivery Date or other mutually agreed date in a reproducible format, Publisher may supply them and deduct the reasonable costs of such from any unpaid portion of the Advance or author royalties; if the total Advance has already been paid, any such sums will be charged to Author's royalty account.]

 

g-Permissions.

If permission from others is required for publication of any Related Material or any third-party-authored text contained in the Work, or for the exercise of any right conferred by this Agreement (including trademarks and the right to promote the Work), Author shall be responsible for obtaining such permissions throughout the Territory [, at Author's expense,] and shall submit them with the complete Work or Related Materials. [Any reasonable sums that Publisher pays on Author's behalf under this Section 7(g) may be deducted from any unpaid portion of the Advance; if the total Advance has already been paid, any such sums will be charged to Author's royalty account.] Such permissions shall permit the exercise by Publisher and its licensees of all the rights granted by Author to Publisher under this Agreement.

 

h- Index.

In the case of a nonfiction work, if Author and Publisher mutually agree that the Work should include an index, Publisher shall have the right to commission the preparation of an index, reasonable to the size and scope of the Work, [at Author's expense, to be charged to Author's royalty account, but in no event shall Author be charged more than $1,500] unless Author provides an acceptable index within a mutually agreeable time period in accordance with Publisher's production requirements.

 

 

 8.Termination of Agreement.

 

The Agreement may be terminated:

 

a-by Publisher for Author's failure to timely deliver the work as provided in Section 7(b) or if Publisher rejects the manuscript as provided in Section 7(d).

 

b-by Author for Publisher's breach of its material obligations under this Agreement, including but not limited to failure to Publish on a timely basis or failure to pay royalties as set forth herein. Author shall give Publisher written notice of the breach, and if such breach is not cured within 30 days of the written notice, this Agreement shall be deemed terminated. Author's right to receive royalties owed under this Agreement shall survive such termination, and Author shall be entitled to retain all portions of the Advance received, and any unpaid portions of the Advance shall be immediately due and payable to Author upon termination.

 

c-Morality clause

 

Publisher may at any time prior to publication choose not to publish the Work if Author has been convicted or admitted to illegal or morally repugnant conduct (under commonly accepted, nationwide standards), unknown to Publisher and inconsistent with the Author's reputation at the time this Agreement is executed, where the conduct has become known to the public and resulted in sustained, widespread public condemnation of the Author and that will directly and materially diminish the sales of the Work. In the event Publisher desires to exercise this option in such circumstances, Publisher may terminate this Agreement upon written notice to Author describing the basis for the termination, including the conduct and how sales would be materially diminished; and Publisher shall give Author 30 days to respond and deny such conduct by sworn affidavit or provide evidence that the sales of the book will not be impacted. Upon termination under this section, all rights in the Work will revert to the Author, and Publisher will promptly provide written documentation thereof. No further advances with respect to the unpublished Work shall be payable, and the Author shall not be required to repay any sums paid to date for the unpublished Work.

 

9.Publication.

 

a-Except as otherwise set forth in this Section 9, Publisher will, within [12/18] months following acceptance of the complete Work and Related Materials, Publish or cause publication of the Work in such ssformats, editions, style, and manner, under such imprint, at such cover price, and with such jacket, cover, or package as Publisher determines. Nothing herein shall require Publisher to Publish each edition permitted to be Published or licensed hereunder, subject to Section 10 (Reversion of Rights).

 

b- Should Publisher fail to Publish or cause publication of the Work within such time period, Author may demand publication of the Work and thereafter may terminate this Agreement if publication still has not occurred 6 months following Publisher's receipt of such notice and retain the advance with no further obligation. Author shall provide written notice to Publisher upon the exercise of either of the above options.

 

c- If Author terminates this Agreement for non-publication pursuant to this Section 9, damages recoverable by Author shall include the full amount of the Advance, including any unpaid portion as of the date of termination.

 

d-Publisher's failure to Publish or cause publication within the time period provided in this Section 9 will not be deemed to be a material breach of this Agreement (and Author shall not be entitled to any of the remedies set forth above) if the failure (i) is permitted by any provision of this Agreement; (ii) results from any business decision made by Publisher with the prior written approval of Author; or (iii) is attributable to strikes, wars, government restrictions, fires, natural disasters, acts of God, or any other cause beyond Publisher's reasonable control only for the time covered by the conditions, and in no event for more than 6 months past the original publication date.

 

 

10.Reversion of Rights.

 

a-Out of Print.

If, after the expiration of two years from the date of Publisher's first publication of the Work, the Work is "Out of Print" (as defined below) through ordinary retail channels, Author may, by written notice to Publisher, request Publisher to reissue the Work or license rights in the Work. Publisher shall notify Author in writing within 30 days after Publisher's receipt of a demand whether it intends to comply. If the Work is Out of Print and Publisher does not respond, or if, within 6 months following its issuance of notice that it intends to comply, Publisher has not complied by reissuing the Work or entering into a license for a new edition, then this Agreement shall terminate and all rights granted to Publisher hereunder shall automatically revert to Author, subject to Publisher's continued participation, to the extent provided, in any licenses granted by Publisher. For 30 days following termination of this Agreement pursuant to this Section 10, Author shall have the right to purchase available production materials (if any) at cost or less, as determined by Publisher. The Work shall be considered to be Out of Print if (i) Publisher is not offering copies of the Work for sale in the U.S. in a full-length English-language edition and there is no existing agreement between Publisher and a licensee of Publisher requiring publication of a full-length English-language edition in the U.S. within the next 12 months, or (ii) the Author's combined income from sales and licenses of the Work was less than [$250-350] for the prior two accounting periods.

 

b-Foreign Language Rights.

 

For each language other than English in which the Publisher has not executed a license for or commenced production of the Work within [two/three] years following its initial English-language publication, Publisher shall, upon receiving a written request from Author, revert such rights in the Work. A single notice regarding reversion of all such unlicensed rights shall be deemed acceptable.

 

c- Audiobook Rights.

 

If Publisher has not published an audiobook of the Work or executed a license for or commenced production of the Work in audiobook Format within [two/three] years following the initial publication of the Work, Publisher shall, upon written notice from Author, revert such rights in the Work.

 

 

11.Sublicenses.

 

a-Pass-Through of Publisher's Obligations.

Publisher agrees to pass through all applicable obligations and agreements under this Agreement to any third party to whom Publisher issues a sublicense of any rights granted hereunder. Publisher will provide Author with copies of all sublicenses in excess of $500 granted by the Publisher to third parties promptly after execution.

 

b- Excerpts and Summaries for Performance Rights.

If Author has retained and disposes of performance rights, Publisher shall execute a written release to Author to provide to the purchaser of the rights; and Publisher shall grant the purchaser of those rights the privilege to publish excerpts and summaries of the Work in the aggregate not to exceed 7,500 words [or 10% of the total Work, whichever is less]—for advertising, publicizing, and promoting such rights and not for resale. Author will use commercially reasonable efforts to secure the agreement of the purchaser of performance rights to grant Publisher the right to use photographic stills and the title of the performance in connection with any tie-in edition of the Work in any format.

 

 

12. Promotional Materials/Promotion by Author.

 

a-Author shall submit to Publisher, for use in connection with the publication, licensing, and promotion of the Work, pre-approved biographical data and a pre-approved photograph of Author, of a quality acceptable to Publisher.

 

b-Publisher may use, or permit others to use, Author's name, approved biographical information and likeness (obtained pursuant to the Subsection 12(a) above), the title of the Work, and selections from the Work in advertising, promotion, and publicity related to the publication and/or licensing of the Work, including broadcast, without charge, by radio, television or cable, or distribution via any form of electronic transmission, including online or satellite-based data transmission. Author may use the same portions of the text of the Work that Publisher makes available for promotional use, provided that such use carries any copyright or other notices required by Publisher. Author's use of any additional material from the Work for promotional purposes shall be subject to Publisher's approval.

 

c- All details of Publisher's advertising and promotion of the Work shall be determined by Publisher with the understanding that the Author may promote the Work independently by any means. Author will reasonably cooperate in Publisher's promotion of the Work, upon Publisher's reasonable requests and at Publisher's expense, subject to Author's reasonable availability in light of the Author's other professional and personal commitments.

 

 

13.Statements of Account.

 

Publisher must maintain complete and accurate books and records relating to its sales of the Work, as well as any licenses it has entered into with respect to the Work, and must furnish Author with a statement with each royalty payment indicating the sales proceeds received by Publisher during the period covered by the statement. These statements shall contain such data as:

 

a-the number of copies sold (and total sales to date), with a separate line for each Format;

b- the list price or gross net, as applicable;

c- the royalty rate and the gross amount of royalties per transaction, including any deep discounts;

d- the amount of reserves against returns withheld and how the amount previously withheld has been applied to Author's royalty account;

e- the number of copies returned;

f- the gross amount received pursuant to each license granted by Publisher; and

g- the number of copies in each royalty category printed, bound, and given away in that period.

 

Publisher shall prepare a statement of account semi-annually, in accordance with its regular accounting practices for all six-month periods during the term of this agreement, and shall send these statements, together with payment of the amount due, and regardless of whether there is a payment due, within three months following the end of the period. Author's share of amounts received from the disposition of licenses granted under this Agreement shall be computed after deduction of any foreign taxes withheld and bank charges. State, federal, and foreign taxes on Author's earnings, when required by law to be withheld and paid by Publisher, shall be proper charges against Author's earnings hereunder. If Author has received any overpayment or is otherwise indebted to Publisher under this Agreement, Publisher may deduct the amount due from any sum due or to become due to Author under this agreement; however, in no event shall an unearned advance be considered an overpayment.

 

 

14.Representations and Warranties.

 

a-Author represents and warrants that:

• Author owns and has the right to convey all of the rights conveyed herein to Publisher and has the unencumbered right to enter into this Agreement; Author is the sole owner of the copyright in the Work (or of Author's contribution to the Work, as the case may be);

• the Work or Author's contribution to the Work is original and has not previously been Published in any form, except for:

 

(a)-material of others included in the manuscript with Publisher's consent and the written

 

(b)-  permission of the copyright owner, or the use of which is a fair use under copyright law;

material that is in the public domain, provided that if more than 10% of the Work is comprised of public domain material, Publisher agrees to its inclusion; or

 

(c)- Any material submitted as part of an academic program, including an MFA or other dissertation, that is made available online on the university system or service such as ProQuest.

 

• [to the best of Author's knowledge,] the Work contains nothing that violates any right of privacy, is defamatory, or infringes or otherwise violates any intellectual property or other right of any kind of any person or entity, nor does the Work contain anything that is unlawful or deceptive; and

 

• all statements in the Work purporting to be facts are true or are based upon reasonable research for accuracy, and any recipe, formula, diagram, table, recommended treatment, dosage, or instruction contained therein, whether textual or illustrative, and whether intended to be informative or instructional, is based upon reasonable research for accuracy.

 

b- Publisher represents and warrants that:

 

• Publisher has the full right and ability to enter into this Agreement;

• that it complies with all applicable laws in all jurisdictions in which it does business; and

 

• that no marketing materials produced by it or other material provided by it in connection with the Work infringes any intellectual property right, is defamatory, or otherwise violates any other right of any kind of any person or entity or contain anything that is unlawful or deceptive.

 

15.Indemnities

 

Author agrees to indemnify and hold harmless Publisher and Publisher's licensees of any edition of the Work against any losses arising out of any claim resulting from a breach of any of Author's above representations and warranties. If a claim is brought against Publisher or one of its sublicensees, Publisher will have the right to defend with counsel of its own choice. Author agrees to cooperate in the defense and will have the right to participate in the defense at Author's own expense. Publisher shall not settle any claim, demand, action, or proceeding without Author's consent.

• [Publisher may withhold payments due or to become due to Author under this Agreement pending the final resolution of the claim and/or apply any such payments to the reduction of the obligations of Author to the Indemnitees described in this Section 15. If litigation does not ensue within 12 months after a claim has been asserted, any such monies withheld will be paid to Author.]

Publisher agrees to indemnify and hold harmless Author against any losses arising out of any claim resulting from a breach of any of Publisher's above representations and warranties or the acts or omissions by Publisher. Author may, if Author chooses, defend such suit with counsel of Author's own choosing, at Author's own expense; provided that if Author so chooses, Publisher may nonetheless participate in the defense with counsel of its choosing and at its own expense, cooperate in such defense. Author shall not settle any claim, demand, action, or proceeding without Publisher's consent.

Each party shall give the other prompt notice of any suit brought against the first party or its successors, assigns, or licensees alleging facts, which, if proven, would constitute a breach of the warranties in Section 13 (Representations and Warranties). Author and Publisher shall fully cooperate with each other in the defense of any claims. The warranties and indemnities shall survive the termination of this Agreement.

 

 

16- Full Agreement.

 

This Agreement constitutes the full understanding of the parties and supersedes all prior agreements, understandings and proposals, whether written or oral, with respect to the Work. No modification of this Agreement shall be binding unless contained in a writing signed by both parties. Subject to applicable statutes of limitations, no waiver by either party of any breach or default hereunder shall be deemed a waiver of any future breach or default or shall in any other way affect any of the terms or conditions hereof.

 

 

AfriMark Press

Kodjo DOKPO                                                        

PDG

 

Signature

 

MM/DD/YYYY.

 

 

Author

 

Signature

 

MM/DD/YYYY