Authors Place Publishing Agreement NM1000-03262020

Authors Place LLC Publishing Agreement

INTRODUCTORY CLAUSES

This PUBLISHING AGREEMENT (Agreement) between Authors Place LLC with its offices located at 9885 Wyecliff Drive, Suite 200, Highland Ranch 80126 (Publisher), and the following author, ______, (hereinafter called the “Author,” whose name and signature appear on this executed publishing agreement, is entered into as of ______, 2020 and effective as of the date of the Author’s signature.

WHEREAS, the Publisher and the Author wish respectively to publish the Author’s work, and,

WHEREAS, the Author is submitting the Work, a single chapter of a book, to be published as part of an author compilation project which will be printed as a single book. The Author understands that the Work, in this case, is a chapter written by Author to be included in the compilation project with AT LEAST 20 other chapters written by other authors related to the same subject. The intention of the project is to produce a book that is both retail- ready and commercially distributed as a compilation of 20 or more chapters written by different authors under a single title (hereinafter called the “Project”).

THEREFORE, they mutually agree as follows:

GRANT OF RIGHTS

1. Grant of Rights The Author exclusively grants, assigns, and otherwise transfers to the Publisher and its licensees, successors, and assigns, the rights, title, and interest in and to the Work, throughout the world, for the full term of the copyright and any extensions and renewals thereof, and the sole and exclusive rights worldwide to: print, publish, sell and generally exploit the Work in all languages in print, electronic (eBook), video and audio forms, or any other form or format now known or hereafter discovered or created, and the exclusive rights to license the Work for publication and sale in any other form or format now known or hereafter discovered or created in any translation throughout the world; and for publicity purposes, to publish (or permit others to publish) in print or on the Internet, or to broadcast (or permit others to broadcast), but not dramatize, by radio or television, without charge, such selections from the Work as, in the opinion of the Publisher, may benefit its sale.

The Author shall execute and deliver to the Publisher any and all documents which the Publisher reasonably deems necessary or appropriate to evidence or effectuate the rights granted in this Agreement.

The Author retains all rights not granted to the Publisher in writing. However, the Author shall not exercise rights reserved by the Author, without reserving for the Publisher’s benefit the rights granted to the Publisher in this Agreement. In connection with the Author’s disposition of first serial rights, if reserved by the Author, the Author shall secure the Publisher’s approval of the date of serial publication; and the Author shall not without the consent of the Publisher permit the publication in newspapers or periodicals of more

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than twenty percent (20%) of the Work, nor any condensation of the entire Work, and shall require any licensee of such rights to carry a credit to the publication of the Work by the Publisher. In connection with the Author’s disposition of motion picture, television, radio, or live-stage dramatic adaptation rights, if any are reserved by the Author, the Author shall not make any grant of book publication rights without the Publisher’s written approval and shall in no event make any grant of novelization, photo novel, comic book rights, or similar rights.

If, at any time during the effective term of this Agreement, a claim shall arise for infringement or unfair competition as to any of the rights which are the subject of this Agreement, the parties may proceed jointly or separately to prosecute an action based on such claims. If the parties proceed jointly, the expenses (including attorneys’ fees) and recovery, if any, shall be shared equally by the parties. If the parties do not proceed jointly, each party shall have the right to proceed separately, and if so, such party shall bear the costs of litigation and shall own and retain any and all recovery resulting from such litigation. If the party proceeding separately does not hold the record title of the copyright at issue, the other party hereby consents that the action be brought in his, her or its name. Notwithstanding the foregoing, the Publisher has no obligation to initiate litigation on such claims, and shall not be liable for any failure to do so.

a. Subsidiary Rights The subsidiary rights to the Work granted to and administered by the Publisher, and the Author’s share of proceeds received by the Publisher from the grants and administration of such rights to third parties, shall be as listed below. Upon request, the Publisher shall provide to the Author copies of any licenses granted by the Publisher. i. Book Club Publication ii. Non-Exclusive public reading rights, including the right to authorize readings of parts of the Work on radio or television (the Publisher may also grant such rights for publicity purposes without charge and without payment to the Author)

Nothing contained in this section shall be construed as limiting, modifying or otherwise affecting any of the rights granted to the Publisher under this Agreement.

COPYRIGHT AND REGISTRATIONS

2. Copyright All copies of the Work that are distributed to the public will bear a proper copyright notice or notices necessary to protect copyright to and in any work shall be printed on the reverse side of the title page or in another appropriate place, in every copy thereof, in the name of the compiler for this compilation book. The Publisher shall also have the right to effect any renewals of copyright provided by law and the right to any assistance from the Author or Author’s heirs, successors, or assigns, essential thereto.

3. Registrations The Publisher will secure an International Standard Book Number (ISBN) for the printed Work.

4. Suits for Infringement of Author’s Copyright If the copyright of the Work is infringed and the parties (the Author and the Publisher) proceed jointly, the expenses and recoveries, if any, will be shared equally, and if they do not proceed jointly, either party will have the right to prosecute such action, and such party will bear expenses thereof, and any recoveries will

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belong to such party; and if such party will not hold the record title of the copyright, the other party hereby consents that the action be brought in his/her name.

FEES AND AUTHOR COMPENSATION

5. Project Fees and Purchases Under this agreement, the Author agrees to pay in advance at the time of signing this contract for the initial purchase of 100 books related to the Project at a total cost of $1,000.00 (Project Fee) plus shipping and handling.

The Author agrees to actively promote and distribute the copies received via their business relationships, social network and any speaking events. The Author may sell said copies at any price determined by the Author or provide them to others at no cost; but the Author agrees to actively promote the book to their relationships. Per section 17, the Author may buy additional copies of the book at the wholesale price in minimum quantities of 100 books.

6. Royalty Percentage The Author will receive royalties (“Author Compensation”) for Net Copies sold of physical books at a royalty rate of 80% of the Net Compensation paid to and received by the Publisher after all publishing-related expenses, fees and book returns have been accounted and taken into consideration.

Publisher will compensate the Author at a royalty rate of 50% of the net compensation paid to and received by the Publisher on all Net Copies sold of Electronic books (eBooks), net of any chargebacks.

The Author will be entitled to a share of the physical book and eBook royalties consistent with the Author’s participation percentage in the Project as it relates to the total number of authors participating in the Project. For example, if 10 authors participate in the project, The Author will be compensated at a 10% share of the 80% of the Net Compensation received by the Publisher.

“Net Compensation,” as used in this Agreement, shall refer to money actually received by the Publisher from the sale of copies of the work, net of returns, after deduction of costs of distribution, logistics, marketing, advertising, insurance, storage, fees and commissions, currency exchange discounts, return fees, and costs of collection.

“Net Copies Sold,” as used in this Agreement, shall refer to any and all copies of the Work in any Publisher’s edition that is actually sold and delivered, net of any returns, damaged or spoiled copies, promotional and review copies and copies sold directly to Author.

7. Royalty Reports and Payments The Publisher shall render to the Author, at least semi-annually, a statement of Net Copies Sold and Authors Compensation from the sale the Work, and other credits and debits relating to the Work and the rights granted in this Agreement, and the Publisher will make royalty payments at least on a semi-annual basis via Paypal or other management payment systems to the Author, subject to the time lag discussed below. However, if the royalty payment due in any one period is less than fifty U.S. dollars ($50), a payment may not be made, and the balance may be carried forward and added to the next period’s royalty payment.

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Time Lag of Royalties. The Author acknowledges that the publishing industry has a 4-5 month lag in cash payments to the Publisher for sales made by authors (e.g. sales made in June are paid to Publisher at the end of November). Author Compensation that is due and payable will be paid to Client via Paypal or other management payment systems within 150-170 days following the end of the semi-annual period after which such sales were made, and shall be determined based on the Publisher’s Net Compensation received for the Work only, less expenses and a reasonable reserve for returns (“Receipts”) from all sales, distribution and special channels. The Publisher may change the Author compensation terms upon sixty (60) days written notice to Author.

Overpayments and Charges to Royalty Account. The Publisher shall have the right to debit the account of the Author or charge the author for any overpayment of royalties, and any and all costs, charges, or expenses incurred by the Publisher which the Author is required to pay or reimburse the Publisher under this Agreement, and any amounts owing the Publisher under any other agreement between the Publisher and the Author. Should the Author receive an overpayment of royalty arising from copies reported sold but subsequently returned for any reason other than physical defect, the Publisher may deduct such overpayment from any future royalties due the Author or charge the Author directly.

1099 Reporting. If the Author is subject to U.S. tax reporting, the Author agrees to fill out a W-9 form for 1099 tax purposes on any future royalty payments, scan it and email the completed form to the Publisher with 15 days of the signing of this contract (found here - https://www.irs.gov/pub/irs-pdf/fw9.pdf).

No Royalty Copies. No royalty will be paid on copies sold directly to or through the Author by the Publisher; on copies sold below or at cost, including expenses incurred; or on copies furnished gratis to the Author or for review, advertising samples, Advanced Reading Copies or like purposes.

Returns. Authors are responsible for all fees associated with the return of any books sold to a bookstore via a distributor. Said return fees will be deducted from the author’s royalties. Should the royalties fail to cover the fees for returns, an invoice will be sent to the Author from the Publisher indicating all charges due. The Author agrees to pay all charges due the Publisher within 10 business days of receipt of invoice.

8. Foreign Rights Publisher will represent the Author to all foreign rights agents they are associated with in pursuing the sale of translation rights and the Author grants Publisher full rights to negotiate and sign any foreign rights contracts on their behalf. The Author will be entitled to a respective share of the royalties, consistent with the Author’s participation percentage in the Project, then applied to 50% of the net compensation paid to and received by the Publisher on any sale of rights to foreign publishers. The Publisher makes no guarantees that any foreign publisher will accept the title for publication.

THE MANUSCRIPT

9. Manuscript Submission The Author will submit all Required Materials relating to the Work to the Publisher before the Publisher will perform any services. Author may incur additional charges if the Work is not submitted in a format acceptable to the Publisher. Required Materials are: • This fully executed Publishing Agreement. • Full payment for the books or services selected.

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• The Author’s final manuscript in the English language in its entirety, fully edited by the Author, in a form acceptable to the Publisher (including all changes and corrections) in the form of a Microsoft Word or RTF (Rich Text Format) document to be sent via e-mail. • Original art, illustrations, maps, charts, photographs, or other artwork (collectively “Artwork”), in a form and of high-resolution quality suitable for reproduction. • Written authorizations and permissions, at the Authors sole expense, for the use of any copyrighted or other proprietary materials (including but not limited to art and illustrations) owned by any third party which appear in the Work and written releases or consents by any person or entity described, quoted or depicted in the Work (hereinafter collectively called the “Permissions”). If the Author does not deliver the Permissions, the Publisher shall have the right, but not the obligation, to obtain such Permissions on its own initiative, and the Author shall reimburse the Publisher for all expenses incurred by the Publisher in obtaining such Permissions. • Any other materials supplied by, or agreed to be supplied by, the Author for inclusion in the Work.

If the Publisher, in its sole discretion, reasonably deems the Manuscript, and/or any other materials delivered by the Author to be unacceptable in form and substance, then the Publisher shall promptly advise the Author by written notice, and the Author shall cure any defects and generally revise and correct the Manuscript and/or other materials to the reasonable satisfaction of the Publisher, and deliver fully revised and corrected Manuscript and/or other materials promptly after receipt of the Publisher’s notice.

Author may incur additional charges and delays to the publication of the Work if the Work is not submitted in a format acceptable to the Publisher. The title of the Work shall be changed only by agreement between the Author and the Publisher.

Editing. The Publisher shall have the right to edit and revise the Work for any and all uses contemplated under this Agreement, and the Author will have the right to review and alter the editing of their Work so that the edited Manuscript is reasonably and substantially acceptable to the Author. The Publisher may substantially edit, copy edit, and proofread the Work in accordance with its editors’ professional judgment, as well as accepted standards of punctuation, spelling, capitalization, and usage. The Publisher shall send up to 2 rounds of edited versions of the manuscript to the Author, who shall make any revisions and corrections so that the edited Manuscript is reasonably and substantially acceptable to the Author and return it within two (2) weeks of receipt. a) Timely Process and Delay Fee. The Author shall review and promptly return within two (2) week of receipt proofs or other production materials submitted by the Publisher, along with a signed release form stating that the Author is in agreement with the final version of the manuscript ready for press and indemnifying Authors Place LLC and its employees from any blame or legal action stemming from errors that may occur in the printing process. If the Author does not maintain a timely process, and does not review and promptly return corrections, edits, comments, or proofs on a timely basis, the Author agrees that the Publisher can charge the Author a $300 Delay fee. b) Excessive Change Fee. If the author has more than two rounds of edits on the manuscript, the Author agrees that the Publisher can charge an Excess fee of $150.00 per round of changes. The Submission Date is the date the Publisher receives all Required Materials from the Author. Any changes or editorial revisions requested by the Author after the Submission Date will result in additional fees and delays.

The Publisher reserves the right to refuse any submitted material for any reason at any time at its sole discretion. If the Publisher refuses to publish the manuscript by the Author, the Publisher will refund the Author’s payment for publishing services less costs incurred to date, but the Publisher will be under no obligation to return any submitted materials. Once a manuscript is accepted for publication and the publishing process has begun the refund policies in the Term of Agreement paragraph will apply. In no event

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will the Publisher be obligated to publish a work, which in its opinion violates the common law or statutory copyright, or the right of privacy of any person, or contains libelous or obscene material. The Publisher may change the manuscript deadlines and fee terms upon sixty (60) days written notice to Author.

Termination for Non-delivery or Unsatisfactory Delivery. If the Author fails to deliver the Manuscript or other materials required under this Agreement, and/or any revisions and corrections thereof as requested by the Publisher, on the dates reasonably designated by the Publisher, or if the Author fails to do so in a form and substance reasonably satisfactory to the Publisher, then the Publisher shall have the right to terminate this Agreement by so informing the Author by letter sent by certified mail, return receipt requested, to the address of the Author set forth herein. Upon termination by the Publisher, the Author shall, without prejudice to any other right or remedy of the Publisher, immediately repay the Publisher any sums previously paid to the Author, and upon such repayment, all rights granted to the Publisher under this Agreement shall revert to the Author.

10. Permission for Use of Copyrighted Material If the Author incorporates in the Work any copyrighted material, he/she will procure, at his/her sole expense, written permission to reprint it. The Author agrees to retain all such written permissions. The Author agrees to deliver all such written permissions to the Publisher at the Publisher’s request. AUTHOR AGREES TO FULLY INDEMNIFY PUBLISHER AGAINST ANY CLAIMS MADE BY 3RD PARTIES RELATED TO THE AUTHOR’S WORK CONCERNING COPYRIGHT INFRINGEMENT.

PUBLICATION AND DISTRIBUTION

11. Style of Publication The Publisher will design the Work’s cover and interior layout and shall have the right to manufacture, distribute, advertise, promote, and publish the Work in a style and manner which the Publisher deems appropriate, including typesetting, paper, printing, binding, cover and/or jacket design, imprint, title, and price. Notwithstanding any editorial changes or revisions by the Publisher, the Author’s warranties and indemnities under this Agreement shall remain in full force and effect. Publisher will publish the Work in print under such imprint, as it deems suitable, unless an agreement specifying the imprint has been made in writing and is signed by the Publisher. The retail price of the printed Work will be based on its page count and format, and the Publisher will retain final discretion over the retail price of the printed work.

12. Date of Publication The Publisher will publish the Project within sixty (60) days of receiving all of the chapters to be included in the Project unless the collection of participating authors determine that a later date would be better.

13. Distribution For a period of at least five years after the date of first publication of the Work, the Publisher will make the printed work available for sale: • On major online bookstores • On the Publisher’s own online bookstore • Through a wholesaler, such as Ingram Book Group and Baker & Taylor

In no event will the Publisher be responsible for interruptions or delays in distribution caused by circumstances beyond its control.

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The Author acknowledges that the Publisher incurs annual distribution expenses for this book. Starting two years after the date of first publication of the Work in print, the Publisher has the right to, and may begin charging an annual title distribution fee to the Author up to $50 for each edition of the Work that the Publisher continues to distribute. The Publisher may charge the Author directly for annual title distribution fees or deduct from royalties or due the Author.

14. No Guarantee of Minimum Sales The Publisher makes no promises that any of its products or services will result in the sales of a minimum number of copies of the Work. The Author acknowledges that the Publisher has no control over the purchasing decisions of book buyers and is not liable to any party if sales of the Work do not meet the Author’s expectations.

15. Publicity and Other Services The Publisher reserves the right to publish information regarding the Author or the Work for publicity purposes. The Author will allow the Publisher to distribute promotional copies of the book free of charge, as deemed necessary by the Publisher. The Author will receive no royalties for such copies. The Publisher may assign all marketing and promotion of the title to their preferred media relations partners. The Author will be given the opportunity to purchase personal branding, sales funnel and public relations services from the Publisher and its partners for these related services at his/her own expense. The Publisher’s preferred vendor pricing shall be provided to the Author for such services. Additional marketing promotions may include, but are not limited to email promotional campaigns, social media campaigns, blog tours, or promotions to independent bookstores as deemed appropriate at the discretion of the Publisher.

16. Use of Author’s Name and Likeness The Publisher shall have the right to use, and to license others to use, the Author’s name, image, likeness, and biographical material for advertising, promotion, and other exploitation of the Work and the other rights granted under this Agreement.

17. Author Discount The Author may purchase copies of the printed Work from the Publisher at a discounted rate of 50% of the retail price plus Publisher’s usual and customary shipping and handling charges, subject, in the future, to any increased printing costs per book from the printer.

WARRANTIES, REPRESENTATIONS, AND INDEMNITIES

18. Author’s Representations and Warranties The Author represents and warrants to the Publisher that: • Author is the sole owner of the Work and of all the rights granted to the Publisher; • Author has not assigned, pledged, or otherwise encumbered the rights to that Work; • Author has full power to enter into this Agreement; • Author will represent the Authors Place Press brand with the highest standards of professionalism; • the Work and all rights therein are free of liens, claims, or interests of any kind.; • the Work is entirely original except for portions thereof for which legally effective written licenses or permissions have been secured; • the Work is not in the public domain; • the Work has not heretofore been published, in whole or in part, in any form; • the Work does not violate or infringe upon any personal or proprietary rights including without limitation privacy rights, contract rights, or publicity rights of any other persons, other published works, or entities;

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• all statements of fact in the Work are true and are based on diligent research; • all advice and instruction in the Work is safe and sound, and is not negligent or defective in any manner; • the Work, if biographical or “as told to” the Author, is authentic and accurate; • the Work is not libelous or obscene; • the Work does not infringe upon any statutory or common law copyright; • any information contained in the Work is accurate, and any recipe, formula, or instruction contained in the Work is not injurious to the reader or to any other party; • the Author will not hereafter enter into any agreement or understanding with any person or entity which might conflict with the rights granted to the Publisher under this Agreement.

If any claim, action, or proceeding based upon an alleged violation of any of these warranties is made (i) the Publisher shall promptly notify the Author (ii) may withhold payments due to the Author under this Agreement, until such suit has been settled or withdrawn, (iii) the Publisher will have the right to defend the same through counsel of its own choosing, (iv) no settlement will be effected without the prior written consent of the Author, which consent will not unreasonably be withheld, and (vi) the Author will hold harmless the Publisher, any seller of the Work, and any licensee of a subsidiary right to the Work, against any damages finally sustained.

19. Author’s Indemnity of Publisher The Author agrees to hold the Publisher harmless against any damages, including attorney's fees, finally sustained in any suit involving the Publisher or its licensees by reason of a violation of any of these warranties listed above. The Author shall indemnify, defend, and hold harmless the Publisher, its parent company, subsidiaries, and affiliates, and their respective shareholders, officers, directors, employees, partners, associates, affiliates, joint venturers, agents, and representatives, from any and all claims, debts, demands, suits, actions, proceedings, and/or prosecutions ("Claims”) based on allegations which, if true, would constitute a breach of any of the foregoing warranties and representations or any other obligation of the Author under this Agreement, and any and all liabilities, losses, expenses (including attorneys’ fees and costs) and damages in consequence thereof. a. Each party to this Agreement shall give prompt notice in writing to the other party of any Claims. b. In the Event of any Claims, the Publisher shall have the right to suspend payments otherwise due to the Author under the terms of this Agreement as security for the Author’s obligations under this section. c. The Author undertakes for herself, her successors and assigns, to execute at any time, on request of the Publisher, any document or documents to confirm or continue any of the rights defined herein, and to take all proceedings necessary to enforce copyright in the United States and elsewhere. d. If the Author unreasonably disapproves of any out-of-court settlement recommended by the Publisher and the claim or suit proceeds to trial, the Author shall be liable for all the Publisher's fees, costs, damages, and expenses connected with such trial regardless of outcome. e. The Publisher shall have the right to reasonably extend the benefit of the indemnities to any person, firm, or corporation at any time, and the Author shall be liable thereon as if Author's warranties were originally made to such person, firm, or corporation. D. f. The Author’s warranties, representations, and indemnities as set forth in this Agreement shall extend to any person or entity against whom any Claims are asserted by reason of the exploitation of the rights granted by the Author in this Agreement, as if such warranties, representations, and indemnities were originally made to such third parties. g. The provisions of this section and all such warranties, representations, and indemnities shall survive the termination or expiration of this Agreement.

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OTHER RIGHTS AND RESTRICTIONS

20. Title and Series Rights The Publisher reserves all rights in and to the title (including series title, if any), logotype, trademark, trade dress, format, and other features of the Work as published and promoted by the Publisher. The Publisher shall have the sole right to develop sequels or prequels, new or additional titles in a series, or related works using any and all such elements, and shall be free to commission or contract with any other person(s) for the preparation of such sequels, series, or related works.

21. Competing Works The Author agrees that during the existence of this Agreement, the Author will not prepare or cause to be prepared or published in Author’s name or otherwise, any work that shall interfere with or injure the sale or distribution of the Work herein specified.

CESSATION OF PUBLICATION

22. Term of Agreement This Agreement and the rights and licenses granted in the License of Rights paragraph above will extend indefinitely until terminated by either party. The Author acknowledges that the Publisher has incurred significant expenses to publish this book, and Author grants publisher exclusive rights to publish the Work for an initial period of five (5) years after the first publication date. Either the Author or the Publisher may terminate this Agreement after five years at any time by notifying the other party in writing with 90 days notice. To exercise this right, the Author must send the Publisher written notification of the Author’s intention to terminate the Agreement, along with a statement of problems causing dissatisfaction. The Publisher will then have 6 months after receiving such notification to remedy the problems, and if at the end of this period the Publisher fails to solve the problem to a reasonable standard, the Author may send the Publisher written notice of termination, which termination of this Agreement will take effect 120 days after the Publisher receives such notification, unless there are any outstanding sums owed by the Author to the Publisher in connection with the Work at that time, in which case the termination will not take effect until such outstanding sums have been paid.

If the Author terminates this Agreement, the Author agrees to repay any and all sums incurred by the Publisher in the publishing of the book, and Publisher will have the right to sell down the existing inventory of printed books. If at any time, the Author terminates the agreement with the Publisher, once all amounts have been paid, the Author will be sent the final files of the interior layout and cover design. The Publisher reserves the right to discontinue/terminate the publication of the author’s book without cause.

23. Rights Surviving Termination Upon the expiration or termination of this Agreement, any rights reverting to the Author shall be subject to all licenses and other grants of rights made by the Publisher to third parties pursuant to this Agreement. Any and all rights of the Publisher under such licenses and grants of rights, and all warranties, representations, and indemnities of the Author, shall survive the expiration or termination of this Agreement.

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GENERAL PROVISIONS

24. Miscellaneous Provisions

Notices. Any notice given under this Agreement is deemed to have been given if deposited in the United States mail, sent to email addresses on file, certified postage pre-paid, addressed to either party at the locations given above, or any other addresses as hereafter provided by either party.

Arbitration and Governing Law. The laws of the State of Colorado will govern this Agreement. Any dispute or controversy arising under, out of, in connection with or in relation to this Agreement, and any amendments thereof, will be determined and settled by arbitration in accordance with the rules of the American Arbitration Association Venue for any arbitration will held virtually via phone or web conference or in Denver, Colorado by mutual agreement. Any award rendered therein will be subject to the laws of the State of Colorado and will be final and binding, any judgment may be entered thereon in any court having jurisdiction thereof. In the event that any matter is submitted to arbitration pursuant to this paragraph, the prevailing party will be awarded its costs and reasonable attorneys’ fees, including costs and reasonable attorneys’ fees associated with collection.

Multiple Authors. Whenever the term “Author” refers to more than one person, such persons will be jointly and severally responsible for all duties, obligations, and covenants under this Agreement, unless otherwise specified in a writing signed by all parties.

Severability. If any provision of this Agreement or the application thereof to any person or circumstance will be held by a court to be unenforceable to any extend, the remaining provisions, and this Agreement and the application thereof, will not be affected and will be valid, legal, and enforceable to the fullest extent permitted by law.

Waiver. No waiver of any breach of, or default under, any provision of this Agreement will be deemed a waiver of such provision, or of any subsequent breach or default.

Assignment. This Agreement will be binding upon and inure to the benefit of the successors, assigns, executors, administrators, and legal representatives of the parties. The written consent of the Publisher must be secured before the Author may assign this Agreement in whole or in part.

Modifications and Amendments. This Agreement may not be modified or amended except by the written agreement of the parties.

NON-DISCLOSURE. THE AUTHOR UNDERSTANDS THAT OVER THE COURSE OF THE RELATIONSHIP, PUBLISHER MAY DIVULGE CERTAIN BUSINESS PLANS, BUSINESS MODELS AND OTHER CONFIDENTIAL INFORMATION (“CONFIDENTIAL CONTENT”) TO THE AUTHOR AND THAT SAID CONFIDENTIAL CONTENT SHALL REMAIN UNDISCLOSED BY AUTHOR TO ANY THIRD PARTY WITHOUT THE EXPRESS CONSENT OF PUBLISHER. SAID CONFIDENTIAL CONTENT SHALL REMAIN UNDISCLOSED BY AUTHOR FOR A PERIOD OF NOT LESS THAN THREE (3) YEARS FOLLOWING THE TERMINATION OF THIS AGREEMENT.

Entire Agreement. The Publisher and Author acknowledge that they have communicated with each other by letter, telephone, e-mail, and/or in person in negotiating this Agreement. However, the Author acknowledges and agrees that this Agreement supersedes and replaces all other communications between the Author and Publisher, and represents the complete and entire agreement of the Author and Publisher

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regarding the Work. The parties acknowledge and agree that they will not be bound by any understanding, agreement, promise, or representation, whether expressed or implied, which is not specified in this Agreement. The Author hereby acknowledges and agrees that it has received a copy of and has fully reviewed and understands this agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed and delivered as of the Effective Date.

AUTHORS PLACE LLC AUTHOR

Signature: ______Signature: ______

Name: Steve Lavey Name: ______

Title: Managing Director Title of Book: Activate (current series working title)

Phone: 888-357-4441 Date: ______

Email: [email protected] Tax ID/ SS Number: ______

Date: ______Phone: ______

Street Address: ______

City: ______

State or Province: ______

Country: ______

Zip Code or Postal Code: ______

Email: ______

Paypal email for future royalty payments if any:

______

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