Publishing Agreement [Stock Market Miracles] - Wade B. Cook and Lighthouse Publishing Group Inc.
AGREEMENT made this 01 day of January, 1997, 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 Stock Market Miracles
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
Publisher.
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.
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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 MANUSCRIPT
A. Unless otherwise agreed in writing, the
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
Author.
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 COMPLIANCE
C. The provisions as to satisfaction and
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 form 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
charges.
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SUBSEQUENT REVISIONS
E. When the Publisher considers it necessary,
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 DETERMINATION
G. The Publisher shall be free to prepare the
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 form 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
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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 DISCOUNT
B. Where copies are sold for export or where
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 EDITION
C. The Publisher shall pay the Author one
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 EDITIONS 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 PERMISSIONS
H. The Author grants sole and exclusive
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
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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--OVERSTOCK
A. If, in the opinion of the Publisher, the
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 RIGHTS
A. The further and additional rights referred
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 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
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
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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 DATE
The Publisher, in consideration of the rights
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 WARRANTY
A. The Author represents and warrants to the
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,
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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 ACTION
B. The Author hereby grants to the Publisher
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,
defending or maintaining a copyright action under
COPYRIGHT ASSIGNMENT this agreement, after the termination of which
action the copyright shall on demand be
reassigned.
COMPETING WORKS
C. The Author will not, without the written
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 PERMISSIONS
D. The Author agrees, in the event that the
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 WORK
In case the Publisher fails to keep said 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
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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 EXAMINATION
B. The Author, upon his written request,
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 STATEMENTS
PAYMENTS
The Publisher agrees to render semi-annual
statements of account to March 31st and September
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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
Publisher.
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 thirty 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 PAYMENTS
All payments made by Publisher to the Author,
whether under this agreement or not, shall be
chargeable against 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 WITHHOLDING
It is mutually agreed that State, Federal 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. 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,
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refuse to arbitrate, and pursue his legal
remedies.
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 CONTRACT
This agreement shall be binding on either 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 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 Carde Ward B. Cook
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(Witness to Signature of Author) (Author)
(Christopher Carde)
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Author's Social Security or
Tax Identification Number
USA
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Author's Citizenship
Christopher M. Carde Jerald Miller
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(Attest) (Lighthouse Publishing Group, Inc.)
(Christopher Carde) (Jerald Miller)