Sample Business Contracts

Publishing Agreement [Stock Market Miracles] - Wade B. Cook and Lighthouse Publishing Group Inc.

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                        LIGHTHOUSE PUBLISHING GROUP, INC.
                              PUBLISHING AGREEMENT

         This AGREEMENT hereby replaces in whole the Agreement entitled
"Lighthouse Publishing Group, Inc. Publishing Agreement" dated January 1, 1997,
between Wade Cook Seminars and Lighthouse Publishing Group, Inc.

         This AGREEMENT is effective the 1st day of January 1997 , between Wade
B. Cook of Seattle, Washington (hereinafter called the Author) and Lighthouse
Publishing Group, Inc. , whose principal place of business is at 14675
Interurban Avenue South, Seattle, Washington, 98168-4664, (hereinafter called
the Publisher).

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 Stock Market Miracles which
                            Work is a book.                                    

                                   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

                                   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 Publisher.

II. COPYRIGHT                      It is understood and greed that the copyright
                            shall be secured by the Publisher in the name of the
                            book 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 January 31 , 1997 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 Publishers 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 advance 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

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                            as delivered, which shall cost more than ten percent
                            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 charges.

    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 Work.                      
    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 Author.        

    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 consistent 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
                            form and the number and distribution of free copies,
                            shall be left to the sole discretion of the        

                                   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 all 
                            copies sold.                                       

    LIMITED REPRINT                B. 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       
    SALE OF                        C. Where sheets are sold, except as a      
    SHEETS                  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.         

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

    EXCERPTS                        E. 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.                                 

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                                   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 percent (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
                            percent 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                      to in this agreement are hereby defined to include 
                            the rights 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 rights:             
                                                                                         To Author     To Publisher
<S>                         <C>                                                          <C>           <C>
                            1.  Abridgment, 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 Money Chef, Inc. 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    
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 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. 

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                            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 sale of the
                            Work by reason of anything contained therein.

    PLAINTIFF ACTION               B. The Author hereby grants to the Publisher
    COPYRIGHT               the right, if copyright is in the Author's name, to
    ASSIGNMENT              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, defending or          
                            maintaining a copyright action under this agreement,
                            after the termination of which action the copyright
                            shall on demand be reassigned.                     
    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 
    PERMISSION              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.                               In case the Publisher fails to keep said Work
WITHDRAWAL                  in print and for sale and after written demand from
OF WORK                     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 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 of 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    

                                   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 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-                        The Publisher agrees to render semi-annual  
                            statements of account to March 31st and

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ANNUAL                      September 30th of each year, on the succeeding July
STATEMENTS PAYMENTS         1st and January 1st 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                       The Publisher agrees to present to the Author
COPIES                      100 (one hundred) 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
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.                          
XVIII. TAX                         It is mutually agreed that State, Federal, 
WITHHOLDING                 and 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.                             This agreement shall be binding upon and    
ASSIGNMENT                  shall ensure 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.                               Any controversy or claim arising out of this
ARBITRATION                 agreement or the breach thereof shall be settled by
                            arbitration in accordance with rules then obtaining
                            of the American Arbitration Association, and       
                            judgment upon the award may be entered in the      
                            highest court of the form, 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 remedies.          
XX.                                Any written notice required under any of the
NOTICES                     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.                               A waiver of any breach of this agreement or 
WAIVER                      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 not be binding on either
CONTRACT                    the 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 agreement.
The changes, alterations and interlineations made in Articles VII, X, XVI of
this contract and the additional Articles numbered NONE made and added before
execution hereof.

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


/s/  JERALD MILLER                      /s/ WADE B. COOK
-------------------------------         --------------------------------
By:  Jerald Miller                      Wade B. Cook, Author

           6/26/97                                  6/26/97
-------------------------------         --------------------------------
Date:                                   Date:

/s/ JODI COVAL                          /s/ ROBIN ANDERSON
-------------------------------         --------------------------------
Witness Jodi Coval                      Witness
Name:                                   Name:

           6/26/97                                  6/26/97
-------------------------------         --------------------------------
Date:                                   Date:

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