Sample Business Contracts

Publishing Agreement [Wall Street Money Machine] - Wade B. Cook and Lighthouse Publishing Group Inc.

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     AGREEMENT made this 01 day of February, 1996, between Wade B. Cook
(hereinafter called the Author); whose residence address is 31005 SE 40th
Street, Fall City, WA 98024 whose citizenship is USA and Lighthouse Publishing
Group, Inc. (hereinafter called the Publisher): whose principal place of
business is at 14675 Interurban Avenue South, Seattle, WA 98168.

I. GRANT OF RIGHTS                 The Author hereby grants, assigns, and
                              transfers to the Publisher the following exclusive
                              rights and privileges to and in connection with a
                              Work, presently entitled Wall Street Money Machine
                              which Work is a novel.

                                   A. The sole and exclusive book publication
                              rights in the United States, its territories,
                              dependencies, and possessions, the Republic of the
                              Philippines, and Canada, and the right to sell
                              copies of the Work in the open market throughout
                              the world.

                                   B. The sole and exclusive subsidiary
                              publication and performance rights set forth in
                              Article VIIA below. These subsidiary publication
                              and performance rights are granted to the
                              Publisher for the United States, its territories,
                              dependencies and possessions, the Republic of the
                              Philippines, and Canada, and include the right to
                              authorize others to exercise in any foreign
                              country any of the rights granted to the

II.  COPYRIGHT                     It is understood and agreed that the
                              copyright shall be secured by the Publisher in the
                              name of Wade B. Cook and the Publisher is hereby
                              authorized to take all steps required to secure
                              such copyright in the United States of America.
                              The Publisher agrees to print an appropriate
                              copyright notice in each and every copy of the
                              published work and to require all parties to whom
                              it grants licenses in connection with the work to
                              do the same. The party in whose name copyright is
                              registered shall hold for the benefit of the other
                              such rights as the equities hereby created may
                              prescribe. Unless it specifically agrees to do so
                              in writing, the Publisher shall not be responsible
                              for securing any copyright outside the United
                              States of America.

III. MANUSCRIPT                    The Author agrees to deliver to the Publisher
                              not later than February 28, 1996 three finally
                              revised copies of the manuscript, approximately
                              70,000 words in length, satisfactory in form,
                              style, and content and acceptable to the Publisher
                              in its sole judgment and discretion.

     FORM OF                       A.  Unless otherwise agreed in writing, the
     MANUSCRIPT               Author shall furnish promptly and free of charge
                              to the Publisher, complete and ready for
                              reproduction, all drawings, maps, photographs,
                              charts and designs which are a part of or
                              necessary to the text. If the Author fails to
                              supply any necessary drawings, maps, photographs,
                              charts and designs in satisfactory form and within
                              the specified time, the Publisher shall have the
                              right to have them made and the charges and
                              expenses of making them shall be paid for by the

                                   B. The Publisher may, at his discretion,
                              cause an index to be made of the work and charge
                              the cost thereof against any sums due the Author

    AUTHOR                         C.  The provisions as to satisfaction and
    COMPLIANCE                acceptability to the Publisher and time of
                              delivery of such copy are material terms of this
                              agreement and upon the Author's failure to comply
                              with any of such provisions, the Publisher may at
                              its option by written notice to the Author
                              terminate this agreement, whereupon the Author
                              shall return to the Publisher all amounts which it
                              may have advanced to him. In such event, if the
                              manuscript should be completed subsequently, the
                              Author shall nevertheless be obligated to offer
                              the same to the Publisher, which at its option,
                              shall have the right to publish the same upon the
                              terms of the agreement.

    CORRECTIONS                    D. If the Publisher is directed by the Author
                              to make alterations in any proofs from final copy
                              as delivered which shall cost more than ten per
                              cent of the cost of composition of the Work, the
                              Author agrees to pay said excess. The Author shall
                              pay in full for any corrections in the plates
                              which he requires or which are necessary for the
                              correction of actual errors after the plates have
                              been made in conformity with the last proof as
                              corrected by the Author. The Publisher shall upon
                              request keep the Author informed of such excess

    SUBSEQUENT                     E. When the Publisher considers it necessary,
    REVISIONS                 it shall have the right in its sole discretion to
                              call upon the Author to revise the Work, and the
                              Author shall make such revisions. The provisions
                              of this agreement shall apply to revision of the
                              Work by the Author as though any such revision
                              were the original Work being published for the
                              first time, except that the manuscript of the
                              revised Work shall be delivered in final form by
                              the Author to the Publisher within a reasonable
                              amount of time; further, no initial payment shall
                              be made in connection with such revision. Should

                              the Author not provide the revision within a
                              reasonable time, or should the Author be deceased,
                              the Publisher may have the revision done and
                              charge the cost of such revision against royalties
                              due or that may become due the Author, and may
                              display in the revised Work, and in advertising,
                              the name of the person or persons who revised the

    RETYPING                       F. If in the opinion of the Publisher it is
                              considered expedient to have the manuscript
                              retyped in as many copies as shall be necessary,
                              the cost of such retyping shall be borne by the

    PUBLISHER'S                    G. The Publisher shall be free to prepare the
    DETERMINATION             manuscript of the Work for the printer in such
                              manner as shall be consonant with their publishing
                              house style. All details as to the manner of
                              publication, distribution and advertising,
                              including the format and price of the Work in its
                              manufactured from and the number and distribution
                              of free copies, shall be left to the sole
                              discretion of the Publisher.

                                   H. The Publisher will use the same care in
                              protecting the manuscript and other material
                              supplied to it hereunder as is its customary
                              practice in protecting similar material in its
                              possession, but it shall not be liable for
                              damages, if any, resulting from the loss or
                              destruction of such materials or any part thereof.

IV. ADVANCE                        The Publisher will pay to the Author as an
                              advance payment against all monies accruing to the
                              Author under this agreement the sum of: None

V.  ROYALTIES                      A. The Publisher shall pay to the Author the
                              following royalties on regular net sales, other
                              than sales falling within (B) through (F) below on
                              the Retail selling price of each copy sold: 10% on
                              first 7,500 copies; 12.5% on next 2,500 copies and
                              15% thereafter.

    EXPORT SPECIAL                 B. Where copies are sold for export or where
    DISCOUNT                  copies are sold in quantities sufficient to
                              justify special discounts of forty-nine per cent
                              of the retail price or more, the royalty shall be
                              10 percent on the sums actually received.  No
                              royalties shall be paid on sales at discounts of
                              70 percent or more.

    LIMITED REPRINT                C. The Publisher shall pay the Author one
    EDITION                   half of the stipulated royalty, as stated above,
                              on all copies sold from a reprinting of 3,500
                              copies or less, made after one year from the date
                              of the first publication, this reduced royalty
                              being provided by reason of the increased cost of

                              manufacturing of small reprintings, to enable the
                              Publisher to keep the Work in print and
                              circulation as long as possible.

    SALE OF SHEETS                 D. Where sheets are sold, except as a
                              remainder, the percentage of royalty shall be the
                              same as for bound books and shall be calculated on
                              the net amount received by the Publisher.

    MAIL ORDER                     E. [TEXT DELETED]

    LOWER PRICE                    F. [TEXT DELETED]

    FREE COPIES                    G. No royalties shall be paid on copies
                              furnished gratis to the Author, or for review,
                              advertising, samples or like purposes.

    EXCERPTS                       H. The Author grants sole and exclusive
    PERMISSIONS               rights to the Publisher in the exercise of its
                              discretion, to grant permission to publish
                              extracts from the Work, whether or not a fee shall
                              be collected on the Work for such use, the
                              Publisher warranting to make no gratuitous grants
                              of permissions, except as shall, in its estimate,
                              advance the sale of the Work or enhance the public
                              esteem of the Author; the Publisher shall pay to
                              the Author one half of all sums of money received
                              as compensation for such grants of permission to
                              reprint extracts.

                                   The Publisher is authorized to permit
                              publication of the Work in Braille, or
                              photographing, recording and/or microfilming the
                              Work for the physically handicapped without
                              payment of fees and without compensation to the
                              Author, providing no compensation is received by
                              the Publisher. In case a compensation is received,
                              the Publisher shall pay the Author fifty per cent
                              (50%) of the proceeds.

VI. REMAINDERS--                   A. If, in the opinion of the Publisher, the
     OVERSTOCK                Work shall become unsalable in the ordinary
                              channels of the trade the Publisher may at its
                              option sell part or all of the remaining copies as
                              "remainders" after first informing the Author of
                              its intention to do so.

                                   B. The Author shall receive a royalty of ten
                              per cent of the amount of the Publisher's sale
                              price secured over the cost of production for all
                              copies of overstock which the Publisher deems it
                              expedient to sell at "remainder" prices, i.e., at
                              less than half of the catalog retail price, except
                              when these are sold at or below cost, in which
                              case no royalty shall be paid.

VII. SUBSIDIARY                    A. The further and additional rights referred
     RIGHTS                   Work shall become unsalable in the ordinary
                              channels of the trade enumerated below, and are to
                              be shared by the Author and the Publisher in the
                              percentage indicated, less only such direct
                              expenses, including agent's commissions, as shall
                              be incurred by the Publisher in disposing of such
                                                                 To        To
                                                               Author  Publisher

                              1) Abridgement, condensation,
                                 or digest ..................    50%       50%
                              2) Anthology or quotation......    50%       50%
                              3) Book clubs or similar
                                 organizations ..............    50%       50%
                              4) Reprint.....................    50%       50%
                              5) Special editions............    50%       50%
                              6) Second serial and
                                 syndication (including
                                 reproduction in compilations,
                                 magazines, newspapers, or
                                 books)......................    50%       50%

                                   B. All revenue derived from the sale of
                              rights not specifically enumerated, whether now in
                              existence or hereinafter coming into existence,
                              shall be shared equally by the Author and the

                                   C. All such rights shall be disposed of by
                              the sale, lease, license, or otherwise by the
                              Publisher who for that purpose is constituted the
                              attorney-in-fact of the Author. The Author agrees
                              to sign, make, execute, deliver and acknowledge
                              all such papers, documents and agreements as may
                              be necessary to effectuate the grants hereinabove
                              contemplated. In the event that the Author shall
                              fail to do so, they may be signed, executed,
                              delivered and acknowledged by the Publisher as the
                              attorney-in-fact of the Author with the same full
                              force and effect as if signed by the Author.

                                   All sums due under this Agreement shall be
                              paid to the Author's agent United Support
                              Association/Wade Cook Seminars or other designated
                              agent whose receipt shall be a full and valid
                              discharge of the Publisher's obligations and who
                              shall act with the authority of the Author in all
                              matters arising out of this agreement.

IX.  PUBLICATION                   The Publisher, in consideration of the rights
     DATE                     granted, agrees to publish the work at its own
                              expense, in such style or styles as the Publisher
                              deems most advisable, not later than 3 months
                              after the Publisher's acceptance of the final
                              revised manuscript (except on account of late
                              delivery of manuscript by the Author, strikes,

                              fires, other contingencies beyond the control of
                              the Publisher or its suppliers, or advisability of
                              postponement because of prospective advantageous
                              trade conditions, in which event publication shall
                              be postponed.)

X.   OPTION                   [TEXT DELETED]

XI.  AUTHOR'S                      A. The Author represents and warrants to the
     WARRANTY                 Publisher: (a) that the work is original; (b) that
                              he is the sole author and proprietor thereof, and
                              has full power to enter into this agreement; (c)
                              that the work has not heretofore been published in
                              whole or in part in volume form and that he has
                              not entered into or become subject to any
                              contract, agreement or understanding with respect
                              thereto other than this agreement; (d) that if
                              published it will not infringe upon any
                              proprietary right at common law, or any statutory
                              copyright, or any other right whatsoever; and (e)
                              that it is innocent, and contains no matter
                              whatsoever that is obscene, libelous, in violation
                              of any right of privacy, or otherwise in
                              contravention of law. The Author shall indemnify
                              and hold harmless the Publisher against any damage
                              or judgment, including court costs and attorneys'
                              fees, which may be sustained or recovered against
                              the Publisher by reason of the publication or sale
                              of the Work, arising from anything contained
                              therein. Author shall also reimburse the Publisher
                              for all expenses including court costs, attorneys'
                              fees and amounts paid in settlement, sustained by
                              the Publisher in resisting any claim, demand,
                              suit, action or proceeding asserted or instituted
                              against the Publisher based upon the publication
                              or sale of the Work by reason of anything
                              contained therein.

     PLAINTIFF                     B. The Author hereby grants to the Publisher
     ACTION                   the right, if copyright is in the Author's name,
                              to bring in the name of the Author as plaintiff or
                              complainant, any action or proceeding for the
                              enjoining of an infringement of the copyright in
                              the said Work and for any damages resulting
                              therefrom, and the net amount recovered after
                              deducting all expenses of suit shall be divided
                              equally between the Author and Publisher. The
                              copyright shall be assigned by either party to the
                              other on demand, when necessary for bringing,
     COPYRIGHT                defending or maintaining a copyright action under
     ASSIGNMENT               this agreement, after the termination of which
                              action the copyright shall on demand be

     COMPETING                     C. The Author will not, without the written
     WORKS                    consent of the Publisher, write, print, publish or
                              produce, or cause to be written, printed,
                              published or produced, during the continuance of

                              this contract, any other edition of said Work or
                              any work in any form of a similar character or
                              title tending to interfere with or injure the sale
                              of the Work in any manner.

     AUTHOR'S                      D. The Author agrees, in the event that the
     PERMISSIONS              Author plans to incorporate in the Work any
                              writings or composition previously published
                              elsewhere, to obtain and deliver to the Publisher
                              proper and complete written permission and
                              authorization to reprint same from the owner of
                              the copyright covering same.

XII. WITHDRAWAL OF                 In case the Publisher fails to keep said Work
     WORK                     in print and for sale and, after written demand
                              from the Author, declines or neglects to reprint
                              the Work within six months and to offer it for
                              sale, or in the event that, after one year from
                              the date of the first publication, the Work in the
                              opinion of the Publisher is no longer merchantable
                              or profitable, and it gives one month's notice to
                              the Author of its desire and intention to
                              discontinue publication, this contract shall
                              terminate and all rights preserved, with any
                              plates of illustrations furnished by the Author
                              and any remaining copies and sheets shall be
                              transferred to the Author, provided that the
                              Author shall pay the manufacturing costs
                              (including composition) of such plates and the
                              manufacturing cost of such remaining copies or
                              sheets, in default of which payments the Publisher
                              shall have the rights to destroy any plates and to
                              sell remaining copies or sheets at cost or less,
                              without payment of royalty to the Author upon such
                              copies or sheets. In case of the termination of
                              the contract, if the copyright is in the name of
                              the Publisher it shall assign said copyright to
                              the Author.

                                   The Work shall not be considered to be out of
                              print if it is on public sale in any printed
                              edition, in the United States, or if there shall
                              be in existence a contract for cheap edition
                              publication which provides for publication within
                              six (6) months after the work is out of print in
                              the regular edition.

XIII. BANKRUPTCY                   A. If a petition in bankruptcy (as
                              distinguished from reorganization or arrangement)
                              shall be filed by the Publisher, or shall be filed
                              against the Publisher and finally sustained, the
                              Author shall have the right to buy back at his
                              option to be exercised in thirty days the rights
                              of publication at their fair market value, to be
                              determined by agreement, together with any plates
                              or remaining copies of sheets, at their fair
                              market value, this also to be determined by
                              agreement, and thereupon this contract shall

                              terminate. However, no reversion of rights under
                              this clause shall take place until after the
                              Author has repaid to the Publisher any
                              indebtedness incurred by him and still outstanding
                              under this agreement. If this agreement contains a
                              clause of option on future books by the Author,
                              such clause shall become null and void in event of
                              the Publisher's bankruptcy or receivership.

      AUTHOR'S                     B. The Author, upon his written request,
      EXAMINATION             shall have the right to examine or cause to be
                              examined through certified public accountants the
                              books of account of the Publisher insofar as such
                              books of account shall relate to the Work. If such
                              examination shall reveal errors of accounting
                              (other than those arising from an interpretation
                              of this agreement) amounting to a sum in excess of
                              ten percent of the total royalties earned in the
                              period under examination to the Author's
                              disadvantage, the costs of such examination shall
                              be borne by the Publisher, otherwise such costs
                              shall be borne by the Author.

XIV.  SEMI-ANNUAL                  The Publisher agrees to render semi-annual
      STATEMENTS              statements of account to March 31st and September
      PAYMENTS                30th of each  year, on the succeeding July 1 and
                              January 1 and to make settlements in cash or about
                              said last mentioned dates. In making accountings,
                              the Publisher shall have the right to allow for a
                              reasonable reserve against returns and nonpayment
                              of invoices for copies billed out by the

XV.   AUTHOR'S COPIES              The Publisher agrees to present to the Author
                              100 free copies of said Work upon publication, and
                              to permit the Author to purchase from it further
                              copies for its own personal use, at a discount of
                              forty percent off list price. Author shall be
                              billed directly for these copies, and shall make
                              payment therefor within 30 days of invoice date.
                              No consignment sales shall be made to Author.
                              Author shall not receive royalties on sales made
                              to him.

XVI.  RECOVERABLE                  All payments made by Publisher to the Author,
      PAYMENTS                whether under this agreement or not, shall be
                              chargeable against and recoverable from any or all
                              monies accruing to the Author under this contract
                              and for all other contracts between the parties or
                              their assigns.

XVII. TAX WITH-                    It is mutually agreed that State, Federal and
      HOLDING                 Foreign taxes on the Author's earnings, when paid
                              by the Publisher, are proper charges against the
                              Author's earnings due under this agreement, and
                              may be withheld by the Publisher.

XVIII. ASSIGNMENT                  This agreement shall be binding upon and
                              shall inure to the benefit of the parties hereto,
                              their successors, assigns, executors,
                              administrators and/or personal representatives and
                              may be assigned by either party hereto, except
                              that no assignment by the Author shall be valid
                              against the Publisher unless the Publisher has
                              received written notice therefrom from the Author
                              and has consented to the same in writing.

XIX.   ARBITRATION                 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,
                              and judgment upon the award may be entered in the
                              highest court of the forum, State or Federal,
                              having jurisdiction. Such arbitration shall be
                              held in the City of Seattle, Washington, unless
                              otherwise agreed by the parties. The Author may at
                              his option, in case of failure to pay royalties,
                              refuse to arbitrate, and pursue his legal

XX.    NOTICES                     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 above, except as the
                              addresses may be changed by notice in writing;
                              provided, however, that notices of termination
                              shall be sent by registered mail.

XXI.   WAIVER                      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; no waiver
                              shall be valid or binding unless it shall be in
                              writing, and signed by the parties.

XXII.  DELIVERY OF                 This agreement shall be binding on either the
       CONTRACT               Publisher or the Author unless it is signed by
                              both parties and delivered to the Publisher within
                              a period of two months from the date of the

The changes, alterations and interlineations made in Articles VII, X, XVI of
this contract and the additional Articles numbered None were made and added
before execution hereof.

     IN WITNESS WHEREOF, the parties hereto have hereunto affixed their
respective hands and seals the day and year first above written.

Christopher M. Carde                     Wade B. Cook
---------------------------------------- ---------------------------------------
    (Witness to Signature of Author)                    (Author)
           (Christopher Carde)

                                                     Author's Social Security or
                                                       Tax Identification Number

                                                            Author's Citizenship

Christopher M. Carde                     Jerald Miller
---------------------------------------- ---------------------------------------
                (Attest)                   (Lighthouse Publishing Group, Inc.)
          (Christopher Carde)                       (Jerald Miller)