1. THIS AGREEMENT is entered into as of today’s date by and between
    Nimble Books LLC (hereinafter referred to as the “Publisher”), located at 2846 S. Knightsbridge Circle, Ann Arbor, Michigan, USA and
    Author (as supplied on form)

WHEREAS, the Author wishes to create books tentatively titled
Titles (as supplied on form)

Which shall be referred to as the “Work.”

The Work shall conform to the description provided in Addendum 1 (below).
When the Work refers to multiple titles, the provisions of this contract shall apply identically for each work as if this were multiple contracts each for a single work.
WHEREAS, the Publisher is familiar with the work of the Author and wishes to publish the Work by the Author; and
WHEREAS, Author and Publisher wish to have said publication performed subject to the mutual obligations, covenants, and conditions contained herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

  1. Grant of Rights. The Author grants, conveys, and transfers to the Publisher in the Work referenced above exclusive rights as follows:
    • To publish, distribute, and sell the Work, in part or in whole,
    • In all print and electronic book formats and to all print and ebook distributors and retailers, specifically including hardcover, paperback, PDF, ePub, Amazon Upgrade, Kindle, Barnes and Noble, Apple, and Google;
    • Via Nimble Books algorithmic publishing tools including but not limited to PageKicker and AltBrains Workshop;
    • In all territories;
    • In all languages;
    • For a term of ninety-nine (99) years, unless the Author exercises the right to terminate this agreement as described in Section 21 of this Agreement.

These provisions shall not be construed to limit Author’s right to distribute the Work for free on his own website.
The Author shall not publish any substantially identical books on the same topic with another publisher in the five (5) years following first publication of the Work.
3. Reservation of Rights. All rights not specifically granted in this Agreement to the Publisher are reserved to the Author.
4. Delivery of Manuscript. For each Work the Author shall deliver to the Publisher a complete manuscript of the Work which shall be reasonably satisfactory in form and content to the Publisher. The manuscript(s) will be delivered by the following dates.
{as supplied on form}
The manuscript may be supplied in the following format as mutually agreed.
• Markdown, Microsoft Word, or PDF.
• The images shall be included in the manuscript in high-resolution digital format (minimum 72 dpi, 300 preferable)
If the Author fails to deliver the complete manuscript of the Work within ninety (90) days after receiving notice from the Publisher of failure to timely deliver, the Publisher shall have the right to terminate this Agreement by written notice.
5. Permissions. The Author agrees to obtain all permissions that are necessary for the use of materials copyrighted by others. The cost of obtaining these permissions shall be borne by the Author. Permissions shall be obtained in writing and copies shall be provided to the Publisher when the manuscript is delivered.
6. Duty to Publish and Mode of Publication
The Publisher shall publish the Work within twelve months of the delivery of the complete manuscript. Failure to so publish shall give the Author the right to terminate this Agreement effective ninety (90) days after giving written notice to the Publisher of the failure to make timely publication. In the event of such termination, the Author shall have no obligation to return monies received.
The Publisher shall have exclusive Authority to determine the mode of publication, including price, terms of trade, cover art and interior design, marketing and sales activities.
The Author shall pay no fees and shall have no responsibility for any of the costs of publication.
7. Returns. The Publisher shall have the right to elect whether the title will be returnable. If the title is returnable, the cost of returns will be deducted from Net Publishers Compensation as defined below.
8. Author Compensation. The Publisher shall pay the Author in total:
For print and e-books, when the book is sold in its entirety:
• 30 percent of net Publisher revenue on the first 4,999 copies sold of each Work.
• 35 percent of net Publisher revenue for copies 5,000 to 9,999 and
• 40 percent of net Publisher revenue for all copies sold after 9,999.
When portions of the Work are published via algorithmic tools, the author shall receive revenue proportional to the percentage of the book that is used in the algorithmic tools.
“Net Publisher revenue” is defined as [(list price * wholesale discount) - production costs]. The Publisher shall provide the Author with quarterly reports on these parameters (see the section titled “Accountings”).
If the title is returnable, the Author’s compensation for returns shall be deducted from the total royalty due. If the Author’s compensation to be deducted for returns in a given reporting period is greater than the compensation owed for that period, the negative balance will carry forward to future reporting periods until the balance is eliminated.
9. Subsidiary Rights. The Publisher shall have the right to sell rights to publish the Work in other language in foreign countries. The Author shall receive 50% of any such sales to foreign Publishers, including advances and royalties.
10. Advances. The Publisher will pay no advance to Author.
11. Royalty reports.
a. The Publisher shall report to the Author for each reporting period, showing for that period and cumulatively to date the number of copies printed and bound, the number of copies sold and returned for each royalty rate, the compensation paid to and owed to the Author, and licensing income.
b. Reporting periods shall be annual for revenue received by Nimble during the fiscal year ending December 31.
c. Reports shall be provided to author no later than March 31 of each year.
12. Payments. The Publisher shall pay the Author all monies due Author pursuant to Paragraphs 7, 8 and 9 of this Agreement within 90 days of issuing royalty reports per section 11.
In the event that Publisher’s distributor is late with its payments to Publisher, Publisher may delay payment until it receives payment from the distributor.
In the event that Publisher’s distributor defaults on its payments to Publisher, Publisher shall not be required to pay compensation on the payments that are defaulted until such time as the payments are actually received by Publisher. Publisher shall take reasonable measures to collect such payments.
By written notice to Publisher, the Author may request payment only “on demand”.
By written notice to Publisher, the Author may opt for payment either by electronic transfer service (such as PayPal) or by check. In the event that the Author chooses electronic transfer service, the Publisher will not be responsible for the payment of any service charges incurred by the transfer service.
13. Right of Inspection. The Author shall, upon the giving of written notice to Publisher, have the right to inspect the Publisher’s electronic records to verify the accountings. If errors in any such accounting are found to be to the Author’s disadvantage and represent more than 10 percent of the payment to the Author inspection shall be paid by the Publisher. The Publisher shall not be responsible for the cost of any software needed by the Author or his representatives to inspect electronic records.
14. Copyright and Authorship Credit. The Publisher shall, as an express condition of receiving the grant of rights specified in Paragraph 1, place copyright notice in the Author’s name on all copies of the Work. Author shall be responsible for filing for any copyright protection with the U.S. Copyright Office. The Author shall receive Authorship credit as follows:
© {year} (author’s name for publication as supplied on form}
With the year corresponding to year of publication and the author name as supplied by form.
15. Warranty and Indemnity. The Author warrants and represents that he or she is the sole creator of the Work and owns all rights granted under this Agreement, that the Work is an original creation and has not previously been published (except those parts of the Work previously published as a series of dispatches on Author’s website, and those materials for which permissions have been obtained pursuant to Paragraph 5), that the Work does not infringe any other person’s copyrights or rights of literary property, nor, to his or her knowledge, does it violate the rights of privacy of, or libel, other persons. The Author agrees to indemnify the Publisher against any final judgment for damages (after all appeals have been exhausted) in any lawsuit based on an actual breach of the foregoing warranties. In addition, the Author shall pay the Publisher’s reasonable costs and attorney’s fees incurred in defending such a lawsuit, unless the Author choose to retain his or her own attorney to defend such lawsuit. The author shall make reasonable payments into an escrow account as legal costs are incurred. If no liability is found, or if no damages (whether monetary or injunctive) are awarded, author’s costs shall be returned to author from the escrow account. The Author makes no warranties and shall have no obligation to indemnify the Publisher with respect to materials inserted in the Work at the Publisher’s request. In the event a lawsuit is brought which may result in the Author having breached his or her warranties under this Paragraph, the Publisher shall have the right to withhold and place in an escrow account any sums payable to the Author pursuant to Paragraph 12, but in no event may said withholding exceed the damages alleged in the complaint.
16. Author’s responsibilities to respond to editing.
Publisher shall provide the Author with electronic proofs which the Author shall review and return to the Publisher within thirty (30) days of receipt. In the event the Author does not respond the Publisher shall have the right to publish regardless.
Publisher shall be entitled to send the completed manuscript to outside parties of Publisher’s choosing for review. However, neither Publisher nor Author are obliged to accept recommendations by these outside parties.
Author shall not be responsible for any typography costs.
17. Original Materials. The Publisher shall not be obliged to return original manuscripts or electronic files to the Author.
18. Author Copies and Review Copies
• The Author shall receive a total of 5 copies of the Work as published.
• The Author shall be responsible for distributing review copies to interested reviewers. Review copies come out of the 5 total Copies mentioned above.
• After the 5 initial copies, Author shall be entitled to purchase an unlimited quantity of Author copies from the Publisher for 65% of list price, i.e. 0.65 * list price. All purchases must be prepaid and the author will be invoiced for actual shipping and handling.
• At the publisher’s sole discretion, additional discounts for quantity purchases may be available.
19. Successors and Assigns. This Agreement shall be binding on the parties and their respective heirs, administrators, successors, and assigns, except Publisher shall not assign this Agreement without Author’s express written permission.
20. Infringement. In the event of an infringement of the rights granted under this Agreement to the Publisher, the Publisher and the Author shall have the right to sue jointly for the infringement and, after deducting the expenses of bringing suit, to share equally in any recovery. If either party chooses not to join in the suit, the other party may proceed and, after deducting all the expenses of bringing the suit, any recovery shall be shared equally between the parties.
21. Author’s right of termination. The Author shall have the right to terminate this Agreement by written notice if:
• the Work goes out-of-print and the Publisher, within ninety days of receiving notice from the Author that the Work is out-of-print, does not place the Work in print again. A work shall be deemed out-of-print if the work is not available for sale in reasonable quantities in normal trade channels; OR
• if the Publisher fails to provide sales reports for more than 180 days after they are due; OR
• if the Publisher fails to make timely payments pursuant to the section on “Payments”; OR
• if the Publisher fails to publish in a timely manner pursuant to the section “Duty to Publish.”
The Author must provide the publisher written notice of the Author’s intent to exercise the right of termination.

  1. Publisher’s rights of termination. The Publisher shall have the right to terminate this Agreement by written notice if the Author fails to provide a reasonably satisfactory manuscript as provided in the section “Delivery of Manuscript.”
    The Publisher shall also have the right to terminate this Agreement in the event that it becomes illegal under the laws of the United States or Michigan for the Publisher to fulfill its obligations under this Agreement.
    This Agreement shall automatically terminate in the event of the Publisher’s insolvency, bankruptcy, or assignment of assets for the benefit of creditors. In the event of termination of the Agreement, the Publisher shall grant, convey, and transfer all rights in the Work back to the Author.
  2. Promotion. The Author consents to the use of his or her name, portrait, or picture for promotion and advertising of the Work, provided such use is dignified and consistent with the Author’s reputation.
  3. Arbitration. All disputes arising under this Agreement shall be submitted to binding arbitration and shall be settled in accordance with the rules of the American Arbitration Association. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof. The substantially prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in arbitration.
  4. Notice. Where written notice is required hereunder, it may be given by use of first class mail addressed to the Author or Publisher at the addresses given at the beginning of this Agreement and shall be deemed received five (5) days after mailing. Said addresses for notice may be changed by giving written notice of any new address to the other party.
  5. Entire Agreement and Modifications including Special Terms. This Agreement represents the entire Agreement between the parties. All modifications of this Agreement must be in writing and signed by both parties.
  6. Waivers and Defaults. Any waiver of a breach or default hereunder shall not be deemed a waiver of a subsequent breach or default of either the same provision or any other provision of this Agreement.
  7. Governing Law. This Agreement shall be governed by the laws of the State of Michigan, U.S.A.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first set forth above.


Author


W. Frederick Zimmerman, Publisher
Nimble Books LLC

ADDENDUM 1. Description of the Work

Please provide a one- to three-paragraph description of the book suitable for display with online booksellers.