Sample Business Contracts

Publishing Agreement [Real Estate Money Machine] - Wade B. Cook and Lighthouse Publishing Group Inc.

Sponsored Links

                        LIGHTHOUSE PUBLISHING GROUP, INC.
                              PUBLISHING AGREEMENT

         This AGREEMENT is effective the 1st day of November 1996, 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            The Author hereby grants, assigns, and transfers to the
    RIGHTS          Publisher the following exclusive rights and privileges to
                    and in connection with a Work, presently entitled Real
                    Estate Money Machine 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 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 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 November 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 Author shall
   MANUSCRIPT       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 hereunder.

    AUTHOR               C. The provisions as to satisfaction and acceptability
    COMPLIANCE      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

    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 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

Page 1
<PAGE>   2

                    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, it shall
    REVISIONS       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
    DETERMINA-      manuscript of the Work for the printer in such manner as
    TION            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 half of the
  EDITION           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 remainder, the
 SHEETS             percentage of royalty shall  be the same as for bound books
                    and shall be calculated on the net amount received by the

 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 rights to the
 PERMISSIONS        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

Page 2
<PAGE>   3

                    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 Work shall
    OVERSTOCK       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 to in this
     RIGHTS         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>
                    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 Publisher.

                        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 granted,
     DATE           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.)

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. 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

Page 3
<PAGE>   4

                    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 the right,
 COPYRIGHT          if copyright is in the Author's name, to bring in the name
 ASSIGNMENT         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 consent
WORKS               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 Author
PERMISSION          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          In case the Publisher fails to keep said Work in print
     OF WORK        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 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, shall have the
  EXAMINATION       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 of
     STATEMENTS     account to March 31st and September 30th of each year, on
                    the succeeding July 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

Page 4

<PAGE>   5

   PAYMENTS         for a reasonable reserve against returns and nonpayment of
                    invoices for copies billed out by the Publisher.

XV. AUTHOR'S            The Publisher agrees to present to the Author 100 (one
    COPIES          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 him.

XVI. RECOVERABLE        All payments made by Publisher to the Author, whether
     PAYMENTS       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, and Foreign
    WITHHOLDING     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
                    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

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 not 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 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.

Page 5
<PAGE>   6
         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 COAL                                  /s/ ROBIN ANDERSON
------------------------------------           ---------------------------------
Witness                                        Witness
Name: Jodi Coal                                Name: Robin Anderson

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