Our Standard "Rich and Famous" Book Contract
For public review  • Contact Info  December, 1998

Below is our model contract. This is the contract we present to creators when we want to license their properties. If you sign a book with us, your specific contract with us will be confidential.

We have presented this contract as a service to creators. We have nothing to hide, and we want to de-mystify the publishing process (our  • comments  are also available). Please do us the favor of not stealing our hard work (this contract) from us and using it for your own purposes. You may make a copy of this for discussion and review purposes only. Duplication for any other purpose is forbidden without the express, written consent of Stone Dragon Press.

Thank you very much.


An AGREEMENT made this [day] day of [month], [year] between [author name] (called the author), whose residence address is:

[author address #1]
[author address #2]
[author city], [author state] [author zip code]
[author country];

and Stone Dragon Press (called the publisher), whose principal place of business is at:

763 E. Jessamina Ave.
St. Paul, MN USA 55106-2507

The parties agree as follows:

  1. GRANT
    1. The Author grants to the publisher for a period of five (5) years from the date of first publication the exclusive rights to publish and sell in the English language in paperback form a Work now entitled [name of book], hereinafter called the work.
    2. The author does not grant to the publisher the rights to publish and sell in the English language an ebook form of the work, where ebook form is defined as the electronic storage and distribution of the unchanged text of the book or an image of its unchanged pages.
    3. The work is a fiction work of approximately [word count] words consistent with the outline attached to the contract.
      1. The territory of this grant shall be the United States of America, its territories and possessions, the Philippine Islands, and Canada.
      2. All other territory (except the British Commonwealth, not including Canada but including the Republics of South Africa and Eire, the British Trusteeships and Rhodesia) shall be an open market for the sale of English language copies of the work published in the United States under this agreement.
    4. For the purposes of this contract, all sales made by electronic transmission—including (but not limited to) sales via the internet, the World Wide Web, email, fax, and phone—shall be construed as sales made in the United States.
    5. Upon the expiration of this agreement five (5) years from the date of original publication,
      1. The Publisher shall have first option to conclude an agreement with the author for continued publication rights to the work on terms to be mutually agreed upon.
      2. The Publisher shall have first option to conclude an agreement with the author for ebook rights to the work (as defined in this section [Grant]) on terms to be mutually agreed upon.
      3. Should no such agreement be concluded within sixty (60) days of the expiration of this agreement, the publisher retains the publication rights granted in this agreement until specifically notified in writing by the author.
      4. The Publisher retains the rights for ninety (90) days after such notification.


  2. REPRESENTATIONS AND WARRANTIES
    1. To the best of her knowledge, the author warrants and represents:
      1. she is sole author and proprietor of the work,
      2. she is the sole owner of the rights granted here,
      3. she has the full right, power, and authority to enter into the agreement and to grant the rights granted here,
      4. that except for materials of others (which she has obtained or will obtain permission to use), the work is original,
      5. neither the work nor any material portion of it is in the public domain,
      6. it infringes no right of privacy,
      7. it contains no matter which is libelous,
      8. it does not violate any personal or other right of any kind of any person or entity,
      9. it contains no material that would violate any contract of hers, express or implied,
      10. it contains no material that would disclose any information given to her on the understanding that it would not be published or disclosed,
      11. it contains no material that plagiarizes or pirates any other work or infringes any copyright, trademark, or other proprietary right,
      12. no recipe, formula, or instruction in it is injurious to the user or others,
      13. she will not enter into any agreement or understanding that would conflict with the rights granted the publisher during the term of this agreement.
    2. The Author shall hold harmless and indemnify the publisher, its distributors, and any retailer from any recovery finally sustained by reason of any violations of copyright or other property of personal right.
      1. If there is a violation, she will reimburse the publisher for all court costs and legal fees incurred, provided
        1. the publisher shall with all reasonable promptness notify the author of any claim or suit which may involve the warranties of the author hereunder; and
        2. the publisher agrees fully to cooperate in the defense thereof.
      2. Any out of court settlement of any suit filed jointly against the author and the publisher shall be made only by mutual agreement in writing between them.
    3. The warranties contained in this paragraph do not extend to drawings, illustrations, or other material not furnished by the author.


  3. MANUSCRIPT AND DELIVERY
    1. The Author agrees to deliver to the publisher on or before [date] and in final revised form
      1. one copy of an English language manuscript suitable for a book of approximately [word count] words.
      2. computer disks of the manuscript compatible with the publisher's computerized system ( any file that can be read by the publisher without loss of formatting).
    2. The author agrees to pay for this delivery.
    3. The author further agrees to furnish
      1. any other related materials (the "related materials");
      2. any written authorization by all third-party proprietors of copyrighted text and illustrative material contained in the work;
      3. the proper forms of copyright notice for such material
      4. If the author fails to obtain such permissions or provide such notices, the publisher may do so and charge the cost to the author.
    4. All related materials will be satisfactory to the publisher in form and content.
      1. If the author
        1. fails to deliver any of the related materials or
        2. the related materials are not satisfactory to the publisher in form or content,
      2. the publisher may obtain, create, or revise the missing or unsatisfactory materials and charge the reasonable cost of doing so to the author.
      3. If retyping or reformatting the manuscript is necessary to make it ready for press, the publisher may have it retyped and charge the cost to the author.
    5. If the author
      1. fails to deliver said manuscript to the publisher within three (3) months after said date or
      2. delivers the manuscript but otherwise breaches this agreement,
      3. the publisher may, at its option,
        1. terminate this agreement by notice in writing and
        2. recover from the author all monies which it may have advanced to the author upon the work.
    6. If the publisher (in its sole discretion and opinion) deems the manuscript unacceptable or unsatisfactory in form or content, the publisher may reject it by written notice within thirty (30) days of delivery; in which case:
      1. any sums previously advanced to the author under this agreement shall be retained by the author,
      2. at the publisher's option, this agreement may be deemed terminated,
      3. there shall be no further obligation upon the publisher to publish said work or to make any further payment under this agreement,
      4. all rights granted to the publisher under this agreement shall revert to the author.


  4. PUBLICATION
    1. The Publisher agrees to publish and commence distribution of said Work within twelve (12) months of approval and acceptance of the author's final manuscript.
    2. This publication date will be extended to the extent reasonable and necessary in case of a delay caused by any circumstances beyond the publisher's control; including (but not limited to) strikes; fires; shortages of labor or materials; mechanical difficulties; governmental restricts; and acts of the Gods.
    3. This mandated publication date may be extended to any other date mutually agreeable to the publisher and the author. Any number of such extensions may be made.
    4. If the publisher fails to publish and distribute the work by said date, including any allowance for an extension due to circumstances beyond the publisher's control, the author may
      1. terminate this agreement by written notice; and all rights shall revert to the author ninety (90) days after receipt of such notice unless the work is published before the expiration of the period
      2. retain any payments made under this agreement, and such payments shall be deemed to fully discharge all of the publisher's obligations to the author.
      3. No other damages, claims, actions, or proceedings (legal or equitable), founded on breach of contract, default, or failure to publish may be pursued against the publisher by the author or her agents, heirs, or assigns.
    5. In no event shall the publisher be obligated to publish or have any liability to the author for failure to publish (or any related cause of action) the work when
      1. either the author or the publisher has been given notice of a claim, demand, or suit alleging the work infringes the copyright or otherwise violates any other right of third parties
      2. the work contains libelous or obscene matter
      3. the author is unable or unwilling to verify statements in the work purporting to be truthful or factual.
    6. The publisher will not be obligated to publish the work if the publisher's legal counsel is of the opinion that it contains unlawful material or material that violates the rights of any person or entity.
      1. If it is the publisher's opinion that there appears to be a substantial risk of legal action or liability because of the work, the author will make any necessary revisions or deletions to remove any such risk.
      2. If the author does not make or authorize the publisher to make said revisions or deletions, or if the publisher's legal counsel deems the work is unpublishable, then the publisher may terminate this agreement in writing any time before publication.
      3. In the event of such termination, the author shall promptly repay any and all amounts advanced by the publisher under this agreement.
    7. The publisher has the sole discretion to decide the work's format; style of printing and binding; cover presentation; trademark; logo; imprint or other identification; retail price; and terms of sale; distribution; advertising; and promotion.


  5. COVER ART
    1. Before publication of the author's final revised manuscript, the publisher shall make available at least two (2) portfolios from different artists for the author to review and use to choose an artist to execute the cover art (called a cover artist).
    2. On receipt of the portfolios, the author shall have thirty (30) days in which to choose a cover artist from those supplied by the publisher (portfolio-review days). The author shall notify the publisher in writing which cover artist she has chosen.
    3. If the author does not find an acceptable cover artist among those supplied by the publisher, she may use a third-party cover artist provided:
      1. she notify the publisher in writing within the thirty (30) portfolio-review days noted above;
      2. she notify the publisher in writing that she wishes to use a third-party cover artist;
      3. the third-party cover artist and the publisher can come to mutually agreeable terms within thirty (30) days of such notification.
    4. If the author does not choose a cover artist within the thirty (30) portfolio-review days noted above, the publisher shall create at least three sample covers for the author's written approval. The author shall have 30 days from receipt of the sample covers to approve one of them.
    5. If
      1. the author fails to approve one of the sample covers within 30 days or
      2. the third-party cover artist and the publisher can come to no mutually agreeable terms in the time noted above
    6. the publisher may, in its sole discretion and opinion, choose the cover artist and the cover art.
    7. The publisher shall submit a proof or other facsimile of the final revised cover art for the author's written approval
      1. On receipt of the final revised cover art, the author shall have two (2) weeks to notify the publisher in writing of her approval.
      2. If the author fails to approve the final revised cover art within two (2) weeks, the publisher may, in its sole discretion and opinion, choose the cover artist and the cover art.
    8. The author may choose a plain cover (a cover with no art).
    9. If the publisher's legal counsel is of the opinion that the cover art contains unlawful material or material that violates the rights of any person or entity, the publisher may, in its sole discretion and opinion, choose the cover artist and the cover art.
    10. The publisher may create cover art to be sold on an alternative edition of the work simultaneous to the sale of the edition with cover art chosen by the author.


  6. INTERIOR ILLUSTRATIONS
    1. Before publication of the author's final revised manuscript, the publisher shall make available at least two (2) portfolios from different artists for the author to review and use to choose an artist to execute the interior illustrations (called an interior illustrator).
    2. On receipt of the portfolios, the author shall have thirty (30) days in which to choose an interior illustrator from those supplied by the publisher (portfolio-review days). The author shall notify the publisher in writing which interior illustrator she has chosen.
    3. If the author does not find an acceptable interior illustrator among those supplied by the publisher, she may use a third-party interior illustrator provided:
      1. she notify the publisher in writing within the thirty (30) portfolio-review days noted above;
      2. she notify the publisher in writing that she wishes to use a third-party interior illustrator;
      3. the third-party interior illustrator and the publisher can come to mutually agreeable terms within thirty (30) days of such notification.
    4. If the author does not choose an interior illustrator within the thirty (30) portfolio-review days noted above, the publisher shall create at least three samples of interior illustrations for the author's written approval. The author shall have 30 days from receipt of the sample illustrations to approve one of them.
    5. If
      1. the author fails to approve one of the sample illustrations within 30 days, or
      2. the third-party interior illustrator and the publisher can come to no mutually agreeable terms in the time noted above,
    6. the publisher may, in its sole discretion and opinion, choose the interior illustrator and the interior illustrations.
    7. The publisher shall submit a proof or other facsimile of the final revised interior illustrations for the author's written approval.
      1. On receipt of the final revised interior illustrations, the author shall have two (2) weeks to notify the publisher in writing of her approval.
      2. If the author fails to approve the final revised interior illustrations within two (2) weeks, the publisher may, in its sole discretion and opinion, choose the interior illustrator and the interior illustrations.
    8. The author may choose a plain interior (an interior with no illustrations).
    9. If the publisher's legal counsel is of the opinion that the interior illustrations contain unlawful material or material that violates the rights of any person or entity, the publisher may, in its sole discretion and opinion, choose the interior illustrator and the interior illustrations.
    10. The publisher may create interior illustrations to be sold on an alternative edition of the work simultaneous to the sale of the edition with interior illustrations chosen by the author.


  7. COPYRIGHT
    1. Within three (3) months of first publication, the publisher is hereby authorized and mandated to
      1. duly register a claim for a United States copyright to the work in the name of the author as "claimant";
      2. print in every copy of the work a copyright notice required by United States law and the Universal Copyright Convention;
      3. arrange for sale of the work in Canada simultaneously with first sale in the United States;
      4. fulfill all other obligations necessary to protect the work's copyright under United States law and the International Copyright Convention;
      5. require every license granted under this agreement to reproduce and distribute copies of the work to contain a condition for the licensee to print the above copyright notice in all copies.
    2. On the termination of the first term of copyright, the author shall
      1. make timely application for renewal of copyright under then existing United States copyright law;
      2. assign to the publisher, for the renewal term of the copyright, the rights herein granted to the publisher, provided this agreement shall then be in force and effect.
    3. If the copyright in the work is infringed by a third party.
      1. Whichever party to this agreement first learns of the infringement will inform the other.
      2. Neither the author nor the publisher will be required to bring suit. Should one party decline to participate in a suit, the other party may proceed, bearing all expenses and retaining all sums recovered.
      3. The Publisher shall not be liable to the author for the publisher's failure to take such legal steps.
      4. The Publisher may, at its own expense, take any legal action required to restrain such infringement or to seek damages from it.
      5. The Publisher may take this action in the author's name, if necessary.
      6. The Author will have the right to fully cooperate with the publisher in bringing suit against the alleged infringer.
    4. Money damages recovered for an infringement shall be applied
      1. first, toward the repayment of the expense of bringing and maintaining the action;
      2. thereafter, the balance shall belong to the author;
      3. except any money damages recovered for the loss of the publisher's profits shall be divided between the author and the publisher in the same ratio as the royalties.


  8. EDITING RIGHTS
    1. The Publisher and its agents and employees will not change, add to, delete, abridge, or condense the text of the work or change its title without the express, itemized, and specific written consent of the author.
    2. A copy-edited version of manuscript shall be submitted to the author before typesetting.


  9. GALLEYS AND PROOFS
    1. Before publication, the publisher upon advance notification shall provide the author with galley proofs and, on request, page proof of the work.
      1. The Author shall correct and return the galley proofs to the publisher within twenty (20) days of receiving them.
      2. Should the author fail to return the corrected proofs within the allotted time, The Publisher may publish the work as printed with any changes or corrections as the publisher deems necessary.
    2. If the author requires corrections other than printer's errors, any cost for these corrections in excess of ten percent (10%) of the original cost of composition shall, at the option of the publisher,
      1. be charged against the earnings of the author under this agreement, or
      2. shall be paid by the author in cash, provided that the publisher shall
        1. upon request promptly furnish the author an itemized statement of such additional expenses
        2. make available at the publisher's office the corrected proof for inspection by the author or her representatives.
      3. Any correction resulting from the publisher's failure to faithfully reproduce the text of the manuscript as delivered by the author shall not be counted as part of the expense of the author's proof corrections.
    3. Notwithstanding anything to the contrary herein contained, before printing the book jacket of the work, the publisher shall submit a proof or other facsimile of the jacket text and design for the author's written advance approval, which shall not be unreasonably withheld.


  10. NON-COMPETITION
    1. During the term of this agreement, the author shall not permit or arrange for the publication, distribution, or sale in the territory defined in §1 (Grant) other than by the publisher, of any work that is
      1. directly competitive with the work;
      2. likely to diminish its sale, the value of any subsidiary rights, or the value of any additional rights granted by this agreement;
    2. not including ebooks as defined in §1 (Grant).
    3. The author may grant licenses for the exploitation of any rights reserved to the author under this agreement.


  11. ROYALTIES AND LICENSES
    1. The Publisher shall pay to the author or her duly authorized representatives, the following advances and royalties:
      1. No advance shall be paid for this work.
      2. A royalty upon the regular edition sold in the United States and Canada of ten percent (10%) of the retail price on all copies sold.
      3. A royalty upon the large print edition sold in the United States and Canada of ten percent (10%) of the retail price on all copies sold.
      4. A royalty of
        1. fifteen percent (15%) of the amount of the publisher's charges for bound copies of the original edition of the work and
        2. eighteen percent (18%) for unbound sheets,
      5. sold for export, to reading circles, to recognized book clubs, and to organizations outside the regular bookselling channels, provided that such sales are made at a discount of sixty percent (60%) or more from the retail price.
      6. Fifty percent (50%) of the proceeds of any license granted to another Publisher to bring out a reprint edition of the work.
      7. Fifty percent (50%) of the gross amount paid by a book club, whether as plate rental or royalty or otherwise, for the right to publish the work for distribution to its members.
      8. Of the publisher's charges for copies of overstock,
        1. fifteen percent (15%) of the amount of which the publisher deems expedient to sell at a discount of seventy percent (70%) or more
        2. zero percent (0%; no royalty) if such sale is made at or below cost of manufacture.
      9. No royalties shall be payable of free copies furnished to the author or on copies for review, sample, or other similar purposes, or on copies destroyed.
    2. The publisher may reserve such royalties sufficient to cover overpayment of royalties due to returns. This reserve may not exceed 35% of sales during the first year and 20% thereafter.
    3. If the publisher determines to remainder its entire stock, it shall give the author reasonable notice in advance thereof.
    4. No sale of overstock may take place before the expiration of two (2) years from the first publication of the work in book form.


  12. NOTIFICATION AND PAYMENT
    1. The Publisher agrees promptly to advise the author of the terms of any contracts entered into for any grant or license permitted under this agreement whenever the author's share of the proceeds or royalty is one hundred dollars ($100.00) or more.
    2. Such contracts shall be made available by the publisher to the author or her representative at the office of the publisher; and a copy thereof will be furnished the author upon her written request.
    3. The Author's share of such proceeds or royalty shall be promptly paid to her upon receipt by the publisher and shall in no case be applied against any unearned advance on the publisher's edition of the work.
  13. GRANT OF SUBSIDIARY RIGHTS
    1. The author grants all rights as defined below to the publisher in the territory defined in the grant of rights provision in English for the duration of this agreement, whether such rights are exercised in whole or in part.
    2. Definitions. The following phrases shall have the following meanings when used in this agreement:
      1. "Selection rights" shall mean the right to use material from the work in English in abridged, adapted, and condensed versions in book form, on the radio, and in anthologies and other compilations in book form.
      2. "First serial rights" shall mean the right to use material from the work in English in newspapers, magazines, and other periodicals, including abridged, adapted, and condensed versions, whether in one or more parts (before publication in book form).
      3. "Second serial rights" shall mean the right to use material from the work in English in newspapers, magazines, and other periodicals, including abridged, adapted, and condensed versions, whether in one or more parts (after publication in book form).
      4. "Print rights" shall mean selection rights, first serial rights, and second serial rights.


  14. SHARE OF RECEIPTS OF SUBSIDIARY RIGHTS
    The amount received by the publisher from the following rights shall be shared by the author and the publisher in the percentages indicated below.


  15. Right Author Publisher
    Reprint rights to the work in English in book form except by book clubs or like organizations 50% 50%
    Book Club Rights to the work in English in book form (whether full-length, abridged, condensed, or adapted versions) 50% 50%
    Selection rights, except to book clubs or like organizations 50% 50%
    First serial rights 90% 10%
    Second serial rights 50% 50%


  16. OTHER SUBSIDIARY RIGHTS
    1. Upon mutual agreement between the publisher and the author, the publisher may act as the author's agent in any other subsidiary rights matter, in which event
      1. the publisher receives ten percent (10%) of the amount paid, and
      2. the author receives ninety percent (90%).
    2. The legal rights to make agreements for subsidiary rights, licensing or sale remains with the author.


  17. RESERVED RIGHTS
    1. All rights in the work now existing, or which may hereafter come into existence, not specifically herein granted are reserved to the author for her use at any time.
    2. Reserved publication rights include, but are not limited to, the right to publish or cause to be published in any form, excerpts, summaries and novelizations or dramatizations and motion pictures of the work to be used for advertising and exploitation of motion pictures and televised motion pictures or dramatizations based upon the work.
    3. Such reserved publication rights shall not exceed seventy-five hundred (7,500) words in length.


  18. STATEMENTS AND PAYMENTS
    1. The Publisher shall forward to the author or her agent royalty statements to be computed as of June 30 and December 31 of each year of this agreement within thirty (30) days following such respective dates along with any payments indicated to be due thereby.
    2. The Author or her duly authorized representatives shall have the right upon written request to examine the publisher's accounts during normal business hours insofar as they relate to the work and any other of the author's works under contract to the publisher.
      1. If discrepancies between royalty statements and the publisher's accounts total more than one hundred dollars ($100.00) in the author's favor under this and any other agreement between the author and the publisher, the publisher shall tender such monies due to the author within ten (10) days, along with reimbursement in full for any duly verified expenses incurred by the author as a result of the auditing procedure.
      2. Should such discrepancies total less than one hundred dollars ($100.00) in the author's favor, the publisher shall tender such money due to the author within ten (10) days but shall not be liable for reimbursement of the author's expenses.


  19. OVERPAYMENT
    In all instances in which the author shall have received an overpayment of monies under the terms hereof, the publisher may deduct such overpayment from any further sums payable to the author in respect to the work, provided, however, that the term 'overpayment' shall not in any event apply to unearned advances.


  20. AUTHOR'S COPIES
    The Publisher agrees to present to the author ten (10) free copies of the regular edition of the work. The Author shall be permitted to purchase further copies for her personal use at a discount of thirty percent (30%) of the retail price.


  21. REVERSION AND TERMINATION
    1. The Work shall be considered in print so long as it is available for sale through normal retail and wholesale channels (as defined §1 (Grant)) in any edition from the publisher or its licensee.
    2. If the publisher's edition of the work is out of print, the author or her representative may give notice to the publisher, and in such event the publisher shall declare within thirty (30) days in writing whether or not she intends to bring out a new edition of the work.
      1. If she shall declare her intention to bring out such new edition then such edition shall be published not later than six (6) months after such declaration of intent.
      2. If the publisher states it will not bring out a new printing of the work, then this agreement shall automatically terminate and all rights hereunder shall revert to the author.
      3. This mandated publication date may be extended to any other date mutually agreeable to the publisher and the author. Any number of such extensions may be made.
    3. At any time after two (2) years from the date of first publication, but not before, the publisher may, on three (3) months' notice in writing to the author or her representative, discontinue publication. In that event, this agreement shall terminate and all rights hereunder shall revert to the author at the expiration of said three (3) month period.
    4. If the publisher shall, during the existence of this agreement, default in the delivery of semi-annual statements or in the making of payments as herein provided and shall neglect or refuse to deliver such statements or make such payments, or any of them, within thirty (30) days after written notice of such default, this agreement shall terminate at the expiration of such thirty (30) days without prejudice to the author's claim for any monies which may have accrued under this agreement or to any other rights and remedies to which the author may be entitled.
    5. If the publisher shall
      1. fail to publish the work within the period provided in §4 (Publication)
      2. otherwise fail to comply with or fulfill the terms and conditions hereof, or
      3. in the event of bankruptcy, etc., as provided in §19 (Bankruptcy and Insolvency),
    6. then this agreement shall terminate and the rights herein granted to the publisher shall revert to the author. In such event, all payments previously made to the author shall belong to the author without prejudice to any other remedies which the author may have.
    7. Upon the termination of this agreement for any cause under this paragraph or §19 (Bankruptcy and Insolvency) hereof,
      1. all rights granted to the publisher shall revert to the author for her use at any time
      2. the publisher shall return to the author all property originally furnished by the author
      3. the author shall have the right in such instance to purchase the text file from the publisher and any or all of the remaining sheets or copies at a price not to exceed fifty percent (50%) of the manufacturing cost.
    8. If the author shall not have acquired such text files, sheets or copies within [number] ([numeral]) days of the effective date of such termination, the publisher shall have the right to sell such remaining copies at cost or less, without payment to the author of royalties on such sales.
      1. No such sale by the publisher shall transfer the right of publication and sale of the work to any purchaser of the remaining copies or sheets.
      2. The Publisher's privilege to sell the remaining copies shall expire six (6) months after the effective termination date and thereupon all remaining copies shall be destroyed.
      3. If the publisher shall desire to scratch these text files, she shall give the author [number] ([numeral]) days notice in writing thereof and an opportunity to acquire such text files as above provided.
    9. In the event that the parties shall have agreed to the taking of the copyright in the name of the publisher, then the publisher shall, upon such termination, furnish the author an assignment of such copyright to her in due for recording.


  22. BANKRUPTCY AND INSOLVENCY
    1. If
      1. a petition in bankruptcy shall be filed by or against the publisher
      2. the publisher is judged insolvent by any court
      3. a Trustee or a Receiver of any property of the publisher shall be appointed in any suit or proceeding by or against the publisher
      4. the publisher makes an assignment for the benefit of creditors or takes the benefit of any bankruptcy or insolvency Act
      5. the publisher liquidates its business for any cause whatsoever
    2. then this agreement terminates automatically without notice. The termination shall be effective as of the date of the filing of such petition, adjudication, appointment, assignment or declaration or commencement of reorganization or liquidation proceedings, and all rights granted here revert to the author.
    3. As a condition of the making of this agreement, the author hereby acquires the right, upon such termination, to purchase at her option the text files, remaining copies and sheets as provided in §18 (Reversion and Termination) hereof.
      1. In the event that the author's option to purchase such properties is not exercised within thirty (30) days after the author has received notice of the event herein referred to, the publisher, Trustee, Receiver, Assignee or other such official may scratch the text files and sell the copies or sheets remaining on hand subject only to payment to the author of the royalties herein provided.
      2. In the event the author desires to purchase the aforesaid books and sheets, and the Trustee, Receiver or other said named official deems the price fixed at fifty percent (50%) of the manufacturing cost to be below the fair market value thereof, then such value shall be determined by arbitration conducted pursuant to commercial arbitration Rules of the American Arbitration Association then applicable.


  23. ASSIGNMENT
    No assignment of this contract, either voluntary or by operation of law, shall be binding upon either of the parties without the written consent of the other, provided, however, that the author may assign or transfer any monies due or to become due under this agreement.


  24. ARBITRATION
    1. Any controversy or claim arising out of this agreement or the breach thereof shall be settled by arbitration in accordance with the rules then obtaining of the American Arbitration Association.
    2. Such arbitration shall be held in the City of St. Paul, MN, unless otherwise agreed by the parties.
    3. Judgement upon the award may be entered in the highest court of the forum State or Federal that has jurisdiction.
    4. In the case of failure to pay royalties, the author may refuse to arbitrate and may pursue her legal remedies.


  25. NOTICES
    1. Any written notice required under any of the provisions of this agreement shall be deemed to have been properly served by delivery in person or by mailing the same to the parties hereto at the addresses set forth in above.
    2. The addresses may be changed by notice in writing.
    3. Notices of termination shall be sent by registered mail.


  26. WAIVER
    1. A waiver of any breach of this agreement or of any of the terms or conditions by either party thereto, shall not be deemed a waiver of any repetition of such breach or in any wise affect any other terms or conditions hereof.
    2. No waiver shall be valid or binding unless it shall be in writing and signed by the parties.


  27. DOCUMENTS
    If any of the rights granted to the publisher revert to the author, the publisher shall execute all documents which may be necessary or appropriate to revest all such rights in the author.


  28. LAW
    This agreement shall be construed in accordance with the laws of the State of Minnesota.


  29. INHERITANCE
    This agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators and assigns of the author, and upon and to the successors and assigns of the publisher.


  30. ALTERATION
    This agreement may not be modified, altered or changed except by an instrument in writing signed by the author and the publisher.


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Author

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Witness for the author


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Publisher

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Witness for the publisher

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