Agreement dated this
day of September, 2011 between:
RosettaBooks LLC, a Delaware
limited liability company with offices at 200 West 57th Street,
Suite 904, New York, NY 10019 ("Publisher") and xxxxxxxxxxxxxxxxxxxxx
("Rightsholder") regarding a [novella, novelette] titled xxxxxxxxx
Work was selected by the judges as the winner of The Galaxy Contest
for 2011. The Work will be part of a collection of e-books the Publisher
intends to publish of novellas and novelettes all originally published
in Galaxy Magazine in the 1950's and 1960's. The Rightsholder
warrants and represents that the Work has not previously been published.
Rightsholder grants the Publisher the right to publish, transmit, distribute,
sell and produce (collectively "Distribute") "e-books"
in any form or format and through any platform of distribution now known.
The Rightsholder reserves the rights to "enhanced e-books", apps
and the like. The Publisher will design and digitize the Work at Publisher's
grant of rights in this agreement shall be exclusive for publication
of the Work in a single title format for the full term hereof.
The Rightsholder withholds the right to publish the Work in e-books
in either anthologies or collections in which the Work is one among
a number of pieces.
term of this agreement shall be seven years from the date of this agreement.
However, if the Work is not so published within twelve months from the
date of execution of this agreement, all rights to the Work shall revert
to the Rightsholder and this agreement will be null and void.
In addition, if at any time following initial publication of the Work
Publisher shall fail to keep the Work generally available for sale for
a period of three (3) months or more in the aggregate, all rights to
the Work shall revert to the Rightsholder and this Agreement will be
null and void. After seven years, this agreement shall automatically
renew for one year additional periods unless terminated in writing by
either the Publisher or the Rightsholder.
limitation, the Publisher shall have the following rights:
A. To Distribute the Work in the English language worldwide.
B. To use the name, approved likeness,
biography and autograph of the Rightsholder to advertise, promote, market
and publicize the exploitation of the Work and the activities of the
C. To advertise, promote, market and
publicize the Work in any and all media including, without limitation,
in the electronic and print media.
D. To Distribute the Work as a whole;
provided, however, that Publisher will not change the text of the Work
without the consent of the Rightsholder.
E. To Distribute the Work by any and
all means, including, without limitation, by subscriptions or direct
sales and into any and all markets including, without limitation, the
F. To Distribute the Work on any commercial
basis it elects.
G. To Distribute portions of the Work
(not to exceed 1,000 words in connection with any use) on a free or
no-charge basis in order to promote the sale or exploitation of the
H. The Publisher will prepare an electronic jacket at its
expense and submit it for approval by the Rightsholder. The jacket
may utilize artwork which originally appeared on the covers of Galaxy
Magazine so that the e-book line has a uniform look and feel.
The look and feel of the jacket will be similar to the jacket publicized
in connection with the contest.
following execution of this agreement, the Rightsholder will provide
(if they wish) to the Publisher materials such as testimonials, awards
and critical commentary relating to the Rightsholder and/or the Work
for use in enhancing the electronic edition of the Work and for advertising,
promotion and publicity of same. The Publisher may add to the
e-book edition of the work a Foreword or Introduction of the Publisher's
choice at the Publisher's expense.
7. A. The
Rightsholder warrants and represents that it is the sole owner of the
rights conveyed in this agreement, that such rights are not in the public
domain, that such rights are free and clear of any encumbrances that
would affect the exercise by the Publisher of the rights granted to
it hereunder, that neither the titles nor the content contained therein
infringes or will infringe on the legal rights of any third party, that
the Rightsholder has the full power and authority to enter into and
fully perform the terms of this agreement and that the exercise by Publisher
of the rights herein granted will not conflict with any rights of any
B. The Publisher warrants that it is
free to enter into and fully perform the terms of this agreement.
The Publisher shall indemnify Rightsholder from and against any third
party claims relating to any content contributed to the Work by Publisher,
or otherwise used by Publisher in connection therewith (including, without
limitation, the electronic jacket for the Work).
Publisher will take commercially reasonable steps to assure that the
security of the electronic editions of the Work referred to herein are
consistent with industry standards. Publisher's editions of the
Work shall be protected with DRM software.
Publisher will include a copyright notice in the electronic editions
for the content of the Work as follows:
© 2011 [Author's name]
shall own all right, title and interest in and to any content that it
creates or causes to be created that is used in connection with the
electronic edition and the digitizing and the augmentation of the Work.
rights not licensed to the Publisher under this agreement are reserved
by the Rightsholder including, without limitation, any printed editions
of the Work and any audio, television, motion picture and dramatic rights
relating to the Work; provided, however, that the Publisher may advertise,
promote, market and publicize the rights granted to it hereunder by
any of the foregoing means.
11. As the
sole and entire compensation payable to the Rightsholder for the rights
granted to the Publisher hereunder and the representations, warranties
and agreements of the Rightsholder herein contained, the Publisher shall
pay to the Rightsholder the following:
An advance of $1,000 payable on signing
A royalty of fifty per cent (50%) based
upon Publisher's Net Receipts for the first 2,500 units sold and sixty
per cent (60%) based upon Publisher's Net Receipts thereafter.
Net Receipts shall mean the amount actually received by the Publisher
from the sale of the electronic editions of the Work, net of the following
items: discounts, fees or commissions to third parties which sell the
Work through websites or other distribution channels.
later than sixty (60) days following the end of each six-month period
during the term hereof ending on June 30th and December 31st,
the Publisher will forward to the Rightsholder a statement showing the
computation of Net Receipts and simultaneously with the rendition of
each such statement the Publisher will pay to the Rightsholder the amount
shown to be due thereon. For the avoidance of doubt, Publisher
shall continue to provide such statements and payments to the extent
of Net Receipts realized following termination of this Agreement.
reasonable notice to the Publisher and not more frequently than once
during each year of the Term and the one-year period following the Term,
the Rightsholder shall have the right to examine the books and records
maintained by the Publisher which relate to sales of the Work to verify
accountings at the place where such books and records customarily are
kept the Publisher will pay the discrepancy. If there
is an error of more than five per cent against the Rightsholder, the
Publisher shall pay the cost of the audit, but in no event more than
the amount of the discrepancy.
matters relating to the distribution, presentation, format, sale, marketing,
exploitation, license and pricing of the Work hereunder shall be solely
and exclusively within the discretion of the Publisher.
the Rightsholder nor the Publisher shall have the right to assign this
agreement, except that the Publisher may assign this agreement and/or
any of its rights hereunder to a related or affiliated entity or to
an entity that acquires all or substantially all of its assets.
agreement contains the sole and entire understanding between the parties
with respect to its subject matter, may not be altered, modified or
amended except in writing signed by the party to be charged, shall be
governed by and construed in accordance with the laws of the State of
New York and may be executed in counterparts. The state and federal
courts located in New York County shall have exclusive jurisdiction
of any dispute between the parties relating in any way to this agreement.
IN WITNESS WHEREOF the parties have executed this agreement as of the date and year first above set forth.
If Paymaster, Agent's Federal
ID # ___________________________