AGREEMENT MADE between Toho Publishing LLC (referred to as the “Publisher”) and Author.
WHEREAS the parties wish respectively to publish and have published a book (referred to as the “Work”);
NOW, THEREFORE, they mutually agree as follows:
1. Grants of Rights: The Author grants rights to the Publisher for five years, including renewals and extensions thereof:
a) Exclusive right in the English language, throughout the world, to print, publish, and sell the Work as a soft-cover (mass-market and/or trade paperback) book and online (Amazon, Kindle, etc.).
b) Subsidiary Rights and Licenses: The Publisher shall have the exclusive right, throughout the world, to sell or license the rights in the Work as the Publisher deems advisable. The proceeds received by the Publisher from the sale or license of such rights shall be divided between the Author and the Publisher as set forth in paragraph 8.
c) Exclusive right to license in all foreign languages and all countries, the rights granted in subparagraphs (a) and (b) above.
d) The right, but not the obligation, to publish any subsequent updates or editions to the Work produced during the next five years. A decision on whether to publish any such update or edition will be made by the Publisher after receiving a complete manuscript from the Author, as specified. After such a time, the Author, cannot contract with any other publisher, unless a decision not to publish is made by the Publisher.
2. Promotion: The Publisher will use the Author’s name, likeness, and photograph in connection with advertising, publishing, licensing, and promoting the Work. The publisher shall include the work on websites, mailings, social media, promotional efforts, etc., and in printed and digital catalogs and listing as it is appropriate.
3. Delivery of Manuscript: The Author will deliver to the Publisher upon signing this agreement one (1) digital copy of the manuscript version of the Work, and in an acceptable machine-readable format together with all necessary graphic illustrations for the cover in a form acceptable to the Publisher and ready for styling and editing by the Publisher.
4. Permission for Copyrighted Material: If the Author incorporates in the work copyrighted material, the Author shall procure, at the Author’s expense, written permission to reprint it.
5. Author’s Warranties and Indemnities:
a) The Author shall indemnify and hold harmless the Publisher, its officers, employees, agents, distributors, licenses, purchasers and assigns from all costs, expenses (including attorney's fees), losses, liabilities, damages and settlements arising out of or in connection with any claim or suit based on allegations which would constitute a breach of any warranty herein contained.
b) The Author and the Publisher hereby agree to notify each other promptly of any claim, demand or suit arising out of this Agreement or otherwise affecting, directly or indirectly, the Work; the Publisher shall have the right, but not the obligation, to have separate counsel, at the Publisher’s own expense, at any time during the course of any action brought by a third party, provided that the conduct of the defense, including the right to settle, shall remain under the Publisher's control and that the Author shall cooperate with the publisher in the defense thereof.
c) The warranties and indemnities herein contained shall survive the termination of this Agreement.
6. Copyright: Should the Author so choose and at the Author’s expense, the Publisher shall copyright the work in the name of the Author, in the United States, in compliance with the Universal Copyright Convention, and apply for renewals of such copyright. If copyright in any country should be in the name of the Publisher, it shall assign such copyright upon request of the Author.
7. Royalty Payments: The Publisher shall pay to the Author a royalty on every copy sold by the Publisher as set forth below:
a) Amazon sales: 50% of royalties paid by Amazon to the publisher for every edition (audiobook, hard cover, paperback, kindle version or other forms that might be in existence in the future).
b) Toho Publishing website sales: 50% of the net receipts from every copy of the Work actually sold by the Publisher on its website.
c) No royalty shall be paid on copies sold below or at cost including expenses incurred, or furnished gratis to the Author, or for review, advertising, sample or like purposes.
8. Reports and Payments: The Publisher shall render annual statements of account and shall mail such statements, together with checks in payment of the amounts due thereon.
9. Copies to Author: On publication, the Publisher shall deliver any copies purchased by the Author.
10. Author’s Property: Except for loss or damage due to its own negligence, the Publisher shall not be responsible for loss or damage to any property of the Author.
11. Law Applicable: This agreement, including all rights and liability of the parties, shall be governed by the laws of the State of Pennsylvania.
12. Assignment: This agreement shall be binding upon the heirs, executors, administrators, and assigns of the Author, and upon the successors and assigns of the Publisher.
13. Complete Agreement and Modification: This agreement constitutes the complete understanding of the parties. No modification or waiver of any provision shall be valid unless in writing and signed by both parties.
14. Dispute Resolution: Any controversy or claim arising out of or relating to this agreement shall be submitted in Pennsylvania to mediation before the parties resort to arbitration, litigation, or some other dispute-resolution procedure.