PUBLISHING AGREEMENT

This Publishing Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE PUBLISHER], having registered office at [INSERT ADDRESS OF THE PUBLISHER] (hereinafter referred to as the “Publisher” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE CLIENT], having registered office at [INSERT ADDRESS OF THE CLIENT] (hereinafter referred to as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Publisher” and the “Client” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS:

1. The Publisher owns and is engaged in the business of providing publishing services to the Client.
2. The Client is the sole and rightful owner of the work and desires to grant the publisher the exclusive right to publish, distribute and sell the work in accordance with the set terms and conditions herein.
3. The Publisher understands the value of the work and desires to secure the exclusive rights of the publication granted by the client.
4. The Parties mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
5. The parties are duly authorized and have the capacity to enter into this agreement.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Publisher “shall mean an individual or an entity that owns the publishing house and is engaged in providing the publishing services to the client.
   2. “Client” shall mean an individual or an entity that owns the work [INSERT DESCRIPTION OF WORK].
   3. “Publishing Services” shall mean all the services such as Publishing, distribution, marketing and advertising which the Publisher will provide to the client.
   4. “Confidential Information” shall mean the any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (Publisher) to the other party (Client) in connection with the terms and conditions whether in written, oral, electronic, or any other form, and identified as confidential or which the Client should reasonably understand to be confidential.
   5. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. GRANT OF LICENSE
   1. Client hereby grants to Publisher, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferable license to use the Work in the course of its business.
   2. The Publisher shall not grant sub-licenses, assign or transfer this license or rights granted herein to any third-party without the prior written approval of Client.
   3. Publisher hereby accepts such license and agrees that Publisher shall not use the Work except in accordance with the terms and conditions of this Agreement. Publisher acknowledges and agrees that the license granted herein is non-exclusive and non-transferable.
3. PUBLISHING SERVICES
   1. The Publisher agrees to provide the Publishing services to the Client in accordance with the specification and requirements mentioned in Exhibit A, attached and form an integral part of the agreement.
   2. In the event that work goes out of print, the Publisher shall promptly notify the client prior to [INSERT NUMBER OF DAYS FOR NON PERFORMANCE OF SERVICE] days.
   3. Any additional service shall require a prior written mutual agreement. The Client may ask the Publisher to remove or withdraw the Work before expiration of the term with a prior written notice. The Publisher shall not have the right to edit, modify or translate the work without prior written permission from the client.
4. TERM
   1.  This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
5. PUBLISHER’S OBLIGATIONS
   1. The Publisher shall diligently and professionally in good-faith perform the services as mentioned in Exhibit-A.
   2. The Publisher shall utilize its existing distribution network and sales channels to ensure wide availability of the Work to retailers, online platforms, and other outlets. The Publisher shall also manage the distribution logistics and coordinate with distributors and retailers as necessary.
   3. The Publisher shall implement a comprehensive marketing and promotional campaign to maximize the visibility and reach of the Work, which may include advertising, social media, book tours, and other promotional activities.
   4. The Publisher shall exercise due-care and skill in executing the tasks and adhere to industry best practices.
   5. The Publisher shall be available to offer consultation and support to address any related inquiries or concerns raised by the client during the term of this agreement and for a period of [INSERT MONTHS OF AVAILABILITY OF PUBLISHER FOR SUPPORT AND CONSULTATION] after the completion of such services.
   6. The Publisher shall not disclose any confidential information of the client to any third party without the prior permission of the Client.
6. CLIENT’S OBLIGATIONS
   1. The Client shall provide all the relevant access, information, and data to the Publisher in order to render the Services as per the terms and conditions of this Agreement.
   2. The Client shall ensure that the work comply with all applicable laws, regulations, and industry standards, including but not limited to copyright, trademark, and advertising regulations.
   3. The Client shall not engage in any activity that may violate the publishing guidelines or compromise the integrity of the Services.
   4. The Client shall provide timely payments to the Publisher for the services as per the agreed terms and conditions.
7. PAYMENT AND ROYALTY
   1. The Client shall pay a total sum of [INSERT UPFRONT AMOUNT PAYABLE BY THE CLIENT] to the Publisher in advance.
   2. The Publisher may provide royalties based on the [INSERT ROYALTY PERCENTAGE PROVIDED BY THE PUBLISHER] % of the net revenue generated from the work to the Client on mutual agreement. The Publisher shall provide a detailed sales report along with the royalty payment.
   3. The Client shall pay the amount in installments or one-time full payment as agreed upon by the parties.
   4. Failure of Client to make any payment required under this Agreement when such payment is due, shall, at publisher’s option, terminate this Agreement. Publisher will provide written notice to the Client of termination of this Agreement for failure to make a required payment, within [INSERT NUMBER OF DAYS TO PROVIDE WRITTEN NOTICE] days from the due date of the payment.
8. REPRESENTATION AND WARRANTY
   1. The client represents and warrants that the client is the sole and rightful owner of the work which is free from any copyrighted material.
   2. The Client represents and warrants that the work does not infringe on any copyright material of other parties.
   3. The Client warrants that it will comply with all the reasonable suggestions provided by the Publisher to enhance the performance and gain desired results.
   4. The Publisher warrants taking reasonable measures to protect the copyright and intellectual property rights of the Client in relation to the Work, including but not limited to registering the copyright if required by law.
9. CONFIDENTIALITY
   1. Definition of Confidential Information. As used herein, "Confidential Information" shall mean and include all information disclosed by either Party under this Agreement, whether marked confidential or not, including without limitation the terms and conditions of this Agreement, the services and products, business and marketing plans, technology and technical information, financial information, product designs, and business processes, specifications, network diagram,  (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). 
   2. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   3. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   4. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   5. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   6. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof
10. OWNERSHIP AND INTELLECTUAL PROPERTY
    1. The Client retains all rights, title, and ownership of the work provided to the publisher for publishing.
    2. The Publisher retains all rights, title, and ownership of any materials created or developed by the Publisher for the publishing, including but not limited to designs, layouts, and publishing-specific content.
    3. Client grants the Publisher a limited, non-transferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit the Client’s Work during the term of this Agreement and solely in connection with this Agreement. Upon termination of this Agreement, the Publisher will remove the Client’s Work, and shall return the remaining copies of the published work to the client.
    4. Nothing in this Agreement grants Client any right to use the name, trademark, or service mark of the Publisher in any advertisement, sales promotion, or press release without the Publisher’s prior written approval.
11. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT NUMBER OF DAYS TO SEND NOTICE FOR TERMINATION] written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
12. INDEMINIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defence with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defence at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own wilful misconduct, negligence, or material breach of this Agreement.
13. LIMITATION OF LIABILITY
    1. In no event shall either party be liable to the other party for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits, incurred by the other party arising out of the services provided under this agreement, even if such party has been advised of the possibility of such damages, In no event will neither party’s liability on any claim, loss nor liability arising out of or connected with this Agreement shall exceed the amounts paid to the Publisher by client.
14. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
15. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner:
       1. By direct negotiations between the Publisher and Client.
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WITH EXCLUSIVE JURISDICTION IN CASE OF DISPUTE BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
16. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
17. NON DISPARAGMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
18. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Client: [INSERT EMAIL ID OR/AND ADDRESS OF CLIENT]
       2. If to the Publisher: [INSERT EMAIL ID OR/AND ADDRESS OF PUBLISHER]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
19. INDEPENDENT CONTRACTOR
    1. It is understood and agreed that this Agreement does not create a fiduciary relationship between publisher and the client shall be of independent contractors, and that nothing in this Agreement is intended to make either party a general or special agent, legal representative, partner or employee of the other for any purpose or to grant either publisher or client the right to direct or supervise the daily affairs of the other. The Client will provide with the details of the Services it wants from the Publisher to undertake and perform henceforth. The Client shall not withhold any taxes or any amount or payment due to the Publisher and which it owes to the Publisher in regard to the services rendered by it to the Client.
20. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
21. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
22. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Publisher

Name: [INSERT NAME OF PUBLISHER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF PUBLISHER]

Signed, sealed and delivered on behalf of Client

Name: [INSERT NAME OF CLIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT SIGNING DATE OF CLIENT]

EXHIBIT-A

(DESCRIPTION OF SERVICES)

[INSERT DESCRIPTION OF SERVICES]