Small Press Distribution



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AGREEMENT

THIS AGREEMENT is entered into as of DATE by and between Small Press Distribution, 1341 Seventh Street, Berkeley, CA (“SPD”) and _________________, located at _________________ (“Publisher”).

IN CONSIDERATION of the mutual promises set forth herein, Publisher and SPD hereby agree as follows:

1. Definitions. The following terms shall have the meanings set forth below:

(a) “Titles” shall mean all books and other works for which Publisher holds electronic publishing rights and which publisher chooses to make into an eBook. Publisher may add additional books and other works at any time, and all such additional books and other works shall thereafter be included in the Titles hereunder. Publisher books in electronic format that pre-exist this contract may be excluded from the definition of Titles if the Publisher so chooses.

(b) “eBook” shall mean an electronic book in any format now known or hereafter developed.

(c) “Metadata” shall mean information about a Title that is used for purposes of marketing or advertising that Title, including but not limited to the name of the author of the Title, the suggested retail list price for the Title, the ISBN for the Title, a description of the contents of the Title, images of the cover of the Title, and reviews or blurbs for the Title.

(d) “eBook Distributor Partner” shall mean Stanton Publication Services, Inc., d/b/a Bookmobile, or a similar replacement eBook distributor in the case that SPD decided to sever its contract with Bookmobile in favor of a different eBook distributor.

2. Appointment. Publisher hereby appoints SPD, via SPD’s eBook Distributor Partner, as the exclusive worldwide distributor for eBooks of Publisher’s Titles to all markets and channels of distribution including distribution to schools, libraries, and other institutions, to retailers, direct-to-consumers, and to other distributors and wholesalers for redistribution to any market; provided, however, that Publisher may also distribute and sell eBooks of their Titles to all buyers through Publisher’s own Internet website. Note that SPD publishers will additionally be required to have a direct contract with Google for their files to be distributed through Google. Publisher grants to SPD, via its eBook Distributor Partner, and the distributor, wholesaler and retailer customers of that eBook Distributor Partner, the right to reproduce, reformat, store, publish, display, distribute and transmit Publisher’s Titles (including all cover art) and Metadata for purposes of advertising, marketing , distributing and selling eBooks of the Titles as authorized hereunder. In addition, SPD and its eBook Distributor Partner, including wholesalers and retailers, shall have the right to make available to potential purchasers, for promotional purposes and without charge, via online or other remote electronic access, the front and back covers, table of contents, index, and the first chapter or up to five percent (5%) of the content of any Title.

3. Services. SPD will perform the following Services for the service pricing costs as outlined in this Agreement:

a) Receive digital/electronic files of Titles from Publisher in the format specified by SPD.

b) Perform quality reviews and checks for each received file.

c) Send file to eBook Distributor Partner for conversion into the eBook format or formats determined by the Publisher, and provide a customer service contact at the eBook Distributor Partner so that the Publisher, working with SPD’s eBook Distributor Partner, can ensure that no errors occurred in the conversion process, and correct any errors.

d) Store all converted eBook files, via SPD’s eBook Distributor Partner.

e) Enter, store and maintain all associated Metadata provided by Publisher.

f) Via our eBook Distributor Partner, make eBooks of Titles available for sale to and purchase by schools, libraries, and other institutions, retailers, and consumers, and sell eBooks to and through other distributors and wholesalers for redistribution. As noted above, SPD publishers will be required to have a direct contract with Google for their files to also be distributed through Google.

(g) Receive sales reports for sales made through our eBook Distributor Partner, and collect proceeds from all sales of eBooks of the Titles from our eBook Distributor Partner.

(h) Via our eBook Distributor Partner, process returns and credits at the invoiced price for the initial sale for eBook files with a defect or error. (Otherwise, all eBook purchases are non- refundable.)

(i) Prepare and provide the Publisher’s usual sales reports, now including individual eBook titles sold and the amount received, including any deductions and fees for each eBook, and make payments to Publisher as and when required hereunder.

If Publisher submits digital/electronic files of any Titles which have already been converted to the eBook format by SPD’s eBook Distributor Partner, but the Publisher determines that changes need to be made to the submitted files to make the quality of those files consistent with industry standards or reseller requirements or to correct any other deficiencies or errors, SPD’s eBook Distributor Partner will make all such changes and corrections at an hourly rate of $75 per hour, to be directly charged by the eBook Distributor Partner to the Publisher.

4. Obligations of Publisher. Publisher will transmit and deliver a digital/electronic file or printed copy, in the format and by the means of delivery specified by SPD, for each Title to be converted into an eBook, and will provide SPD with accurate Metadata for that Title in the format specified by SPD, including a distinct ISBN separate from any print or cloth editions of that book. Publisher will keep a copy of all Titles and Metadata provided to SPD, and Publisher acknowledges that neither SPD nor SPD’s eBook Distributor Partner is responsible for the damage, destruction or loss of any file or other materials provided to it by the Publisher. During the term of this Agreement the Publisher will not appoint any other distributor to distribute any Titles in the form of eBooks.

5. Compensation for Services. The prices for set-up fees, file conversion fees, quality control fees, metadata management, web links, edition manager, introductory special pricing and other purchased services are as follows:

File Receipt, Set-Up and Conversion

Convert PDF of a Title to epub master: $.84 per page

Convert epub master of a Title to Kindle eBook: $.16 per page

Errors by SPD or SPD’s eBook Distributor Partner will be corrected at no charge.

Cataloguing

A one-time $25 fee per new title will be charged per each eBook for cataloging services.

Distribution of eBooks

SPD will pay the Publisher 80% of Net Sales of their eBooks

“Net Sales” shall mean the actual amount received by SPD’s eBook Distributor Partner from the sale of an eBook, after discounts granted by the eBook Distributor Partner and less any amounts received for transmission costs, any agreed upon chargebacks from retailers, distributors or wholesalers, and any credits given for actual returns for defective eBooks. No other deductions will be taken.

SPD may change the price for any of these services by written notice to Publisher at least ninety (90) days prior to the beginning of any Renewal Term hereunder, and the changed price or prices shall become effective as of the first day of that Renewal Term.

6. Pricing, Credit and Collection. Publisher will determine the eBook List Price for each eBook and shall notify SPD at least ninety (90) days in advance of any change in the eBook List Price of a Title, and such change shall take effect on the date specified by Publisher, but in no event earlier than the first day of the month that begins at least ninety (90) days after Publisher has notified SPD of such change. SPD and SPD’s eBook Distributor Partner will establish their own credit policies for extending credit to purchasers, and will be solely responsible for the collection of all invoices, reconciliation of all credits and payment of all sales taxes.

7. Sales, Reports, and Payment. A sale shall be deemed to occur when SPD receives payment and reporting from SPD’s eBook Distributor Partner. SPD’s eBook Distributor Partner, in turn, is obligated by contract to report sales of SPD-provided eBooks within forty-five days after the end of the each calendar month in which the sale takes place. SPD will provide electronic reporting for Publishers eBook sales upon request, and will include eBook in the printed reports that travel along with the Publishers royalty payments as per SPD’s Distribution Agreement for printed books. SPD makes no representations, warranties or guaranties as to the number of copies of eBooks of any Title that will be sold by SPD or the amount of revenue that will be earned by Publisher from sales of eBooks of the Titles by SPD.

8. Warranties and Indemnity. Publisher represents and warrants that: (i) Publisher is the sole owner of the right to publish and distribute the Titles in all digital/electronic formats and it has the right to authorize SPD and SPD’s eBook Distributor Partner to convert, reproduce, market, distribute and sell eBooks of the Titles as provided herein; (ii) Publisher has not previously and will not at any time during the term of this Agreement grant any rights to any third party that are inconsistent with the rights granted to SPD and SPD’s eBook Distributor Partner herein; (iii) and the Titles and the Metadata do not contain any matter that infringes upon any copyright, trademark or other right of any person, or that is libelous, invades any right of privacy or publicity, violates any right of confidentiality or is otherwise unlawful. Publisher will indemnify, defend and hold harmless SPD, its distributors, wholesalers and retailers, and their respective owners, officers, employees and agents, from and against any judgment, damage, settlement, cost, loss or expense (including attorneys’ fees and court costs) incurred as a result of any claim, demand, proceeding or action based on the breach or alleged breach of any of the foregoing representations and warranties. SPD may suspend or discontinue distribution of eBooks of any Title if SPD determines that the continued distribution of eBooks of that Title may subject SPD to liability or undue risk of legal action.

SPD will indemnify, defend and hold harmless Publisher and its respective owners, officers, employees and agents, from and against any judgment, damage, settlement, cost, loss or expense (including attorneys’ fees and court costs) incurred as a result of any claim, demand, proceeding or action based on the breach or alleged breach of any of the foregoing representations and warranties.

9. Replacement eBooks. If the format for an eBook of any of Publisher’s Titles sold to a purchaser is later discontinued so that the purchaser can no longer access that eBook, SPD and/or any wholesaler, distributor or retailer of SPD may provide the purchaser with that eBook in an alternate format as a replacement for the discontinued format, at no additional charge to the purchaser.

10. Security; Digital Rights Management. SPD and SPD’s eBook Distributor Partner shall use commercially reasonable efforts to prevent the unauthorized copying or distribution of eBooks of the Titles and to prevent interruptions of service for the distribution of eBooks of the Titles, provided, however, that the occurrence of any such unauthorized copying or distribution or any interruption of service shall not be deemed to be a breach of this Agreement, and Publisher’s sole remedy in any such event shall be to require SPD to make commercially reasonable efforts to prevent or correct such unauthorized copying, distribution or interruption of service. If SPD or SPD’s eBook Distributor Partner become aware of a breach of its security, SPD or SPD’s eBook Distributor Partner shall suspend sales of the effected eBooks to prevent further unauthorized distribution and shall cooperate with Publisher in taking action to prevent further unauthorized distribution and to determine the possible sources(s) of the unauthorized distribution or security breach.

11. Term; Termination. The term of this Agreement shall be one (1) year, beginning on the date of this Agreement and ending one (1) year thereafter. This Agreement shall automatically renew for successive renewal terms of one (1) year each (“Renewal Term”), unless either party gives the other party a written notice of nonrenewal at least sixty (60) days prior to the end of the then current term. Either party may terminate this Agreement upon written notice to the other party if the other party is in default of any provision of this Agreement and has not cured such default within thirty (30) days after being given written notice to do so.

12. Post-Termination. Upon the expiration or earlier termination of this Agreement:

(a) SPD and SPD’s eBook Distributor Partner shall immediately cease to distribute eBooks of the Publisher’s Titles.

(b) SPD’s eBook Distributor Partner and any distributor or wholesaler to whom the eBook Distributor Partner has sold eBooks of the Titles may retain one (1) archival copy of each Title, and shall be entitled to retain such additional copies as may be required to continue to provide access to their respective customers who purchased eBooks of Titles during the term of this Agreement and who have the right to continue to access those Titles after the term hereof.

(c) Publisher may also obtain copies of eBook files of Titles in all formats, master and channel, as converted and stored by SPD’s eBook Distributor Partner upon payment to SPD of de-archiving, media and shipping costs of $15.00 per title.

(d) SPD’s obligation to pay Publisher for all eBooks sold during the term hereof shall survive the expiration or earlier termination of this Agreement.

IN WITNESS WHEREOF, SPD and Publisher have entered into this Agreement, effective as of date first written above.

Small Press Distribution, Inc.

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