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Publication Distribution Agreement
AGREEMENT made on [Date] by and between [Name] of [Address] hereinafter referred to as "Publisher", his or her heirs, executors, administrators, successors and assigns; and [Name] of [Address] hereinafter referred to as the "Work", his or her heirs, executors, administrators, successors and assigns;
Concerning work(s) presently entitled:
In consideration of the mutual covenants herein contained, the parties agree as follows:
1. Services. Distributor agrees to promote and sell the Work offered by Publisher to the accounts and in the territories identified in this agreement. Distributor agrees to maintain an inventory of each of these books, offer them for sale through catalogs, displays, and sales representatives and to use its best efforts to sell each title offered.
Distributor shall not obligate Publisher to any catalog advertising or other promotional expenses without Publisher's authorization in writing.
2. Territory. Distributor shall provide representation in the [Number] states of the United States.
Distributor shall service the wholesale and retail book trade consisting of hardcover and softcover (trade paper) retail bookstores, chain bookstores and hardcover and softcover wholesale accounts.
3. Referrals. The Distributor and the Publisher shall each refer to the other, mutually, referrals for all sales and markets reserved to the other, respectively.
4. Exclusivity. This contract is non-exclusive. Publisher may contract with other distributors and wholesalers.
5. Discount and terms. Publisher shall provide the books Work to Distributor on a consignment basis at a [--%] discount from list [Cover] price.
6. Title. Publisher shall retain title to the Work until it is sold and shipped by the Distributor, at which time title shifts to the Distributor. However, Distributor shall be responsible for the Work.
7. Shipping. Distributor shall order in even carton increments. Publisher shall ship in uniform cartons with the title and quantity clearly marked on the outside. Publisher shall pay shipping charges to Distributor's warehouse. That is, shipping terms are FOB destination.
8. Reports. Distributor shall report sales to the Publisher monthly. This report shall record the number of books of each title received from and returned to Publisher, the number shipped to or returned from Distributor's customers, the net price of each book sold and returned, and the net amount due the Publisher for the month. The report shall include the store name and a location identifier such as the city and state and/or zip code. Reports shall be compiled and mailed to Publisher not later than [--] days after the end of each month.
On [Date], Distributor shall take an actual physical inventory of Publisher's books (Work) in Distributor's stock and forward that inventory report to Publishers within ten days. If the beginning inventory for the year plus additions to inventory less sales and returns to the Publisher do not equal the [Date] inventory, Distributor agrees to reimburse Publisher at the rate of [--%] of list price for any book that can not be accounted for.
9. Payment terms. Distributor shall pay monies due to Publisher on a net [--] day basis from the end of the month in which the books [Work] are sold by Distributor.
10. Publisher's samples. Publisher shall provide [--] covers, jackets or complete books and catalogs for sale representative use.
11. Insurance. Distributor shall provide Broad form fire insurance sufficient to cover the full value of Distributor's inventory of Publisher's books Work and identify Publisher as an additional insured with loss payable clause as respects Publisher's interest. Distributor agrees to provide Publisher on Publisher's request a certificate of insurance from Distributor's insurance carrier. This coverage shall be maintained while books are in Distributor's warehouse or under shipment from Distributor.
12. Returns. Distributor may return books considered to be "overstock," shelf-worn or defective to the Publisher for credit. Distributor shall pay freight charges on all returns.
13. Cancellation. This agreement may be canceled by either party by giving [--] days written notice. This Agreement may be terminated at the option of Publisher within [--] days after any one of the following acts or omissions occur:
(a) Failure of Distributor to submit to Publisher any report required by this agreement within [--] days of the date due.
(b) Failure of Distributor to make any payment due Publisher within [--] days of the date due.
(c) The filing by or against Distributor of any petition or motion under the Bankruptcy Act.
14. Termination. Upon termination of this agreement, Distributor agrees to make available to Publisher all of Publisher's books Work then held in Distributor's inventory. If Publisher does not remove all books in inventory from Distributor's premises within [--] days of termination, Distributor agrees to ship to Publisher all of Publisher's books then held in inventory.
15. Audit. The Publisher or his or her duly authorized representative (for example, an accountant) shall have the right upon written request to examine the books of account of the Distributor insofar as they relate to the Work; such examination shall be at the cost of the Publisher unless error of accounting amounting to [--%] or more of the total sum paid to the Publisher shall be found to Publisher's disadvantage in which case the costs shall be borne by the Distributor.
16. Arbitration. If any difference shall arise between the Distributor and the Publisher touching the meaning of this Agreement or the rights and liabilities of the parties thereto, the same shall be referred to the arbitration of two persons (one to be named by each party) or their mutually agreed umpire, in accordance with the Rules of the American Arbitration Association; judgment on the award rendered may be entered in any court having jurisdiction thereof.
17. Modification or waiver. This agreement represents the entire contract made by the parties. Its terms cannot be modified except by a written document signed by the parties. A waiver of any breach of any form will not be construed as a continuing waiver of other breaches of the same or other provisions of the contract. If any part of this agreement is held to be illegal, void or unenforceable, this shall not affect the validity of any other part of this contract.
18. Interpretation. This Agreement shall be governed by and interpreted in all respects in accordance with the Law of the United States of America, state of [State]. This contract is executed in, and any disputes shall be decided in the state and county where the Publisher is located.
19. Disputes Attorneys Fees. In any action upon this agreement, including litigation and arbitration, the party which prevails will have all attorneys fees and costs paid by the losing party.
IN WITNESS WHEREOF the parties hereto have executed and duly witnessed this Agreement as of the day and year first written above.
Social Security #
Social Security #
This Section for Notary:
STATE OF -------)
) ss: [date]
COUNTY OF ------)
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
[Name of Notary Public]
My commission expires: [date]