Publishing Agreement:

between the owner(s) of

Golden Sky Books (www.goldenskybooks.com)
(the "Publisher")

and

the author of the manuscript to be submitted

(the "Author")

FIRST: The Author…

A. …shall deliver to the Publisher one copy of the literary work (the "Literary Work") in Final Form and in electronic format (MS Word, file extension .doc). The Literary work shall be in reproducible quality and in accordance with the following principles (Author's "warranties and representations"):
1. Author is the sole author and proprietor of the Literary Work.
2. Author has full power and authority to make this Agreement and to grant the rights granted hereunder, and Author has not previously assigned, transferred or otherwise encumbered the same.
3. The Literary Work is wholly original, has not been previously published, and is not in the public domain.
4. The Literary Work does not infringe any statutory or common law copyright or any proprietary right of any third party.
5. The Literary Work does not invade the right of privacy of any third person, or contain any matter libelous or otherwise in contravention of the rights of any third person, and, if the Literary Work is not a work of fiction, all statements in the Literary Work asserted as facts are true or based upon reasonable research for accuracy.
6. The Literary Work contains no matter which is obscene or matter the publication or sale whereof otherwise violates any federal (U.S.) or state (U.S.) statute or regulation, nor does Author's entering into this Agreement violate any such statute or regulation, nor is the Literary Work in any other manner unlawful.
7. Nothing contained in the Literary Work shall be injurous to the health of the user.
8. If the Author incorporates in the Literary Work any writings, drawings, photographs or other material either previously published or not, either by the Author or another artist or writer, Author shall, prior to delivery of the Literary Work in Final Form obtain and, whenever requested by Publisher, deliver to the Publisher proper and complete written permission and authorization from the owner of the common law or statutory copyright or other right to use the same in the Literary Work and for the purpose of promoting or advertising the Literary Work throughout the world.
9. The Publisher shall be under no obligation to make an independent investigation to determine whether the foregoing warranties and representations are true and correct; and any independent investigation by or for the Publisher, or its failure to investigate, shall not constitute a defense to the Author in any action based upon a breach of any of the foregoing warranties.
10. The warranties and representations of the Author hereunder are true on the date of the execution of the Agreement and shall be true on the date of the actual publication of the Literary Work, and at all intervening times. The Publisher may rely on the truth of the warranties and representations herein in dealings with any third party.
11. Each of the foregoing warranties and representations shall survive the termination of this Agreement.

B. …grants and assigns to the Publisher:
1. the primary right to publish the manuscript in paperback format and in electronic format, for publication and distribution worldwide;

C. ...shall pay the Publisher the agreead-upon one-time set-up fee (as published on http://www.goldenskybooks.com/index.html) for the first 12 months, and an administrative fee of $25 for each year following the first period of 12 months after the publication date. If the Author requests proofreading services, the Author shall pay the Publisher the agreed-upon proofreading fee of $150 for each block of 20,000 words of the Literary Work.

SECOND: The Publisher…

A. …shall inform the Author within a reasonable time-frame if he intends to publish the Author's book or not; the Publisher shall have the right to decline the publication for any reason, even without explanation; the Publisher shall be under no obligation to publish Author's book, and shall be under no obligation to give a reason for declining the publication of Author's book;
B…shall publish the Literary Work in book form (paperback) within 6 weeks after acceptance of the manuscript therefor; however, if the author asks the publisher to edit/proofread the manuscript, the final publication date shall not be before 10 weeks, but not later than 12 weeks after the acceptance of the manuscript;
C…shall make the Literary Work available to online and other book distributors and book channels, selected by the Publisher at its sole discretion; the Publisher shall be under no obligation to offer the Author's book in any particular sales or distribution channel or any other book outlet, whether online or not;
D. If the Publisher, by request of the Author, proofreads the Author's manuscript, the Publisher shall under no circumstances be held liable for any typographical error, mistake, omission, duplication, or any other mistake or error in the text of the manuscript. It shall be the Author's responsibility to provide a carefully proofread and edited manuscript.
E. …shall pay the Author
a. royalties at the following rates:
10% of the sales price (selling price, not listed or retail price) of each book copy sold, less returns, and less bank transfer or other transfer fees;
F. …shall send ten (10) free copies of the book to the Author, by regular mail and not later than one week after publication of the book.
G. …shall give the Autor the right to buy copies of his or her book for half (50.0%) of the listed catalog (retail) price (plus actual shipping cost), with no limitation regarding the number of book copies, until the book is out of print.

THIRD: The Publisher and the Author…

A. …have the right to cancel this agreement at any moment, without prior notice, but not before 12 months after the publication date of the Literary Work.

FOURTH:

A. The Author shall not exercise or dispose of any reserved rights in such a way as substantially to destroy, detract from, impair or frustrate the value of any rights granted herein to the Publisher, nor shall the Author publish or permit to be published during the term of this Agreement any other work similar to the Literary Work without the written consent of the Publisher. The Author has not granted and will not grant to any person (except to the Publisher) permission, authority, right or license for publication or distribution of the Literary Work in the open English language market worldwide.
B. The Author shall not submit any full-length work or proposal therefor in any form to the Publisher or to any other publisher until he or she has delivered to the Publisher the complete manuscript of the Literary Work in Final Form.
C. When the Author's written consent or approval is requested under this Agreement, if the Author or Author's agent or estate does not answer the Publisher's request for such consent or approval within a reasonable time, or if after reasonable diligence the Publisher has not succeeded in informing the Author, the Author's agent or estate that such consent or approval is desired, the Author shall be deemed to have given his or her consent.
D. The Publisher shall identify the Author as the co-owner of the copyright in the Literary Work in each published copy.
E. Any and all royalties shall be computed based upon the net amount actually received from such sales, less returns, and less bank transfer fees from the Publisher's to the Author's banking accounts (if applicable). No royalties shall be computed on copies given away for review or promotion, nor on copies given to the Author.
F. The Publisher shall render royalty statements (through the Publisher's website, on a webpage accessible only by the Publisher and the Author) and make accounting and royalty and other payments in January for the preceding period January 1 toDecember 31, unless otherwise agreed upon. If for any royalty period the total activity in the Author's account for the Literary Work is less than US $ 100, then the Publisher may defer the payment until such royalty period as the cumulative activity since the last statement exceeds such amount. Royalty statements shall stae the number of copies sold and returned during the period covered, and the total sales price and 10% royalty.
G. The Autor or the Author's representative may, upon written request, conduct a reasonable examination of the books and records of the Publisher insofar as they relate to the Literary Work for the period of three years immediately preceding such examination. Such examination shall be on Publsiher's premises at a time convenient to Publisher, but no later than 90 days after Author's request for such examination and shall be at the Author's expense, unless errors of accounting amounting to more than five percent of the total sums accrued to the Author shall be found to his or her disadvantage, in which case the reasonable cost of the examination shall be borne by the Publisher and payment of the amount due shall be made within thirty days thereafter. Statements rendered hereunder shall be final and binding upon the author, unless objected to in writing, setting forth the specific objections thereto and the basis for such objections, within three years after the date of the statement.
H. Notwithstanding anything contained in this Agreement to the contrary, the Publisher shall not be obligated to publish the Literary Work if, in its sole and absolute jugdment, whether before or after acceptance thereof, supervening events or circumstances since the date of this Agreement have, in the sole jugdment of the Publisher, materially adversely changed the economic expectations of the Publisher in respect to the Literary Work at the time of the making of this Agreement, and in such event, all of the Publisher's rights in and to the Literary Work shall terminate and revert to the Author for Author's sole use and disposition on the giving by the Publisher to the Author of notice of its decision, or, if the Publisher fails to do so, the Author shall be entitled to retain all payments theretofore made to the Author under this Agreement.
I. The Publisher, in its sole and absolute discretion, shall have the right to reschedule publication of the Literary Work beyond the agreed publication date for a reasonable time. If publication of the Literary Work is delayed in the absence of excusable circumstances, the Author's sole and exclusiv remedy shall be to give the Publisher a notice in writing, stating that if the Publisher fails to publish the Literary Work within 90 days after the date of such notice, then all of the publisher's rights in and to the Literary Work shall terminate at the end of such 90-day period and revert to the Author without further notice, for Author's sole use and disposition, and the Author shall be entitled to retain all payments theretofore made to the Author under this Agreement.
J. If publication is delayed beyond the agreed publication date because of acts or conditions beyond the control of the Publisher or its suppliers or contractors, including (by way of illustration and not by way of limitation) war, shortages of material, strikes, riots, civil commotions, fire or flood, publication date shall be as soon as possible after removal of the cause of the delay but in no case longer than six months after such removal.
K. Exclusive jurisdiction for the determination of any dispute solely between or among parties to this Agreement is hereby vested in the Supreme Court, New York County (U.S.), or, at the selection of either party if the jurisdictional prerequisites at the time exist, in the United States District Court for the Southern District of New York, and each party hereto shall submit to the jurisdiction of either such court in the City and State of New York (U.S.) for the determination of any such dispute, and hereby consents (in addition to service of process by any other means provided at the time by law) to service of process on him, her or it, as the case may be, by registered mail, first class postage prepaid, return receipt requested, addressed to the party named in such process at the address to which notices may be given. Such notices by mail so given shall confer jurisdiction upon such court.
L. The Author shall indemnify and hold the Publisher harmless against any loss, liability, damage, cost or expense (including reasonable attorney's fees) arising out of or for the purpose of avoiding any suit, proceeding, claim or demand or the settlement thereof, which may be brought or made against the Publisher by reason of the publication, sale, or distribution of, or disposition of rights in respect to the Literary Work, except in connection with matters involving solely controversies arising out of or based upon commercial transactions between the Publisher and its customers or in connection with material inserted in the Literary Work by the Publisher.
M. The Publisher shall have the right, subject to the approval of the Author, such approval not to be unreasonably withheld, to settle such claim, suit, action or proceeding on such terms as it deems advisable. If within such time as the situation may allow, the Publisher shall request the Author to consent to the proposed settlement, and the Author shall neglect or decline to do so, the Author shall upon written notice by the Publisher immediately undertake to continue the defense at his sole expense and shall provide the Publisher with security in the form of a surety company bond in the amount as shall under all circumstances be in the Publisher's opinion adequate. In the event the Author fails to so assume the defense, and to furnish such bond, the Publisher shall have the right to settle such matter upon terms Publisher thinks advisable or in its discretion to continue the defense thereof, and the Author's indemnity shall be applicablle in either such event, provided, however, that nothing herein contained shall inhibit the Publisher from settling any such claim, suit, action or proceeding against it at its own cost and expense.
N. Prompt notice of any suit, proceeding, claim or demand brought or made against the Publisher or Author shall be given to the Autor or Publisher respectively.
O. If any suit, claim or demand is brought or made, the Publisher may elect (i) to undertake the defense thereof, in which event the Author may join in such defense with counsel of Author's selection at Author's expense, or (ii) to notify the Author to undertake the defense. If the Publisher does so notify the Author, the Author shall undertake such defense, and in such cases the Publisher may, at its option, join in the defense. In all the foregoing events the cost and expense of any defense shall be borne by the Author, unless the Author has, pursuant to notification from the Publisher, undetaken the defense and the Publisher and its option elects to join with the Author in the defense, in which case the total cost and expense (including reasonable attorneys' fees) shall be shared equally by the Publisher and the Author.
P. Whenever any non-expected suit, claim or demand is instituted, the Publisher may withhold payments due to the Author under this Agreement between the Author and the Publisher. Amounts withheld hereunder shall be reasonably related to the size of the claim, the likelihood of success, the probable damage award and the anticipated expense of the defense. Sums withheld shall be placed in an interest-bearing account and if the sums so withheld are paid to the Author, the Author will be entitled to the interest earned on the portion of the sums paid to the Author. If a claim does not result in a commencement of a law suit within one year after it is first asserted, the Publisher shall release the withheld funds, less any costs Publisher may have incurred in connection with such claim, provided that Publisher may again commence withholding funds should a suit or proceeding be commenced after any release of withheld funds. If a final adverse jugdment is rendered in such a suit and is not discharged by the Author, the Publisher may apply the payments so withheld to its expenses and to the satisfaction and discharge of such judgment.
Q. If during the existence of this Agreement the copyright, or any other right in respect to the Literary Work, is infringed upon or violated, the Publisher may, at its own cost and expense, take such legal action, in the Author's name if necessary, as may be required to restrain such infringement and to seek damages therefor. The Publisher shall not be liable to the Author for the Publisher's failure to take such legal steps. If the Publisher does not bring such an action, the Author may do so in hisor her own name and at his or her own cost and expense. Money damages recovered for an infringement shall be applied first toward the repayment of the expense of bringing and maintaining the action, and thereaftyer the balance shall be divided equally between the Author and Publisher.
R. Except as otherwise specifically provided in this Agreement, if the Publisher shall commit a material breach of the Agreement and shall fail to remedy the breach within 60 days after receiving a written notice from the Author requesting the Publisher to remedy such breach, the Author may by a notice in writing (a) revoke the Publisher's right to publish the Literary Work, if it has not been published at such time; (b) require the Publisher to cease further publication of the Literary Work, if it has been published at such time, but in such event the Publisher shall be permitted to sell all copies of those editions of the Literary Work which have already been printed or are in the process of being printed.
S. The format, imprint, style of printing and binding, and all matters relating to the manufacture, sale, distribution and promotion of the Literary Work shall be determined at the sole discretion of the Publisher.
T. Publisher may not make any changes in the manuscript of the Literary Work without the consent of the Author, except that the Publisher may make changes (i) in the capitalization and punctuation of the Literary Work, to make it conform to the Publisher's accepted style, or (ii) in the spelling and punctuation of a British edition of the Literary Work, to make it conform to American usage. Publisher shall not make any changes in the text of the Literary Work, as finally approved by the Author, without the prior approval of the Author, such approval not unreasonably withheld.
U. The title of the Literary Work as set forth by the Author may be changed by mutual agreement of the Author and the Publisher.
V. Any revision of the Literary Work shall be on terms to be mutually agreed by the Author and the Publisher.
W. This Agreement shall be construed in accordance with the laws of the State of New York (U.S.) applicable to agreements made and performed therein.
X. Golden Sky and its parent company shall incur no liability for lateness, negligence, direct or indirect damages due to delays, failure to deliver by third party service providers or for bad quality (printing, binding, packaging) caused by third party service providers (printing companies, distributors etc.).
Y. Golden Sky and its parent company cannot be made responsible for direct distribution and shipments to book stores. The book of the Author shall be made available at major book wholesale and distribution companies in the US and the UK, where bookstores can easily order it.
Z. This Agreement shall be binding upon and inure to the benefit of the executors, administrators and assigns of the Author, and upon and to the successors and assigns of the Publisher. Neither party may assign this Agreement without the consent of the other, except that the Publisher may assign this Agreement without the Author's consent to a parent, subsidiary, affiliate or division, or to a purchaser of all or substantially all of its assets. Or in a reorganization.

FOR THE PUBLISHER: Golden Sky Books