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Night Shade Books Contract

Night Shade Books Contract

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Published by nightshadebooks
Letter from Jason Williams, for Rights Transfer from Night Shade Books to Skyhorse / Start Publishing
Letter from Jason Williams, for Rights Transfer from Night Shade Books to Skyhorse / Start Publishing

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Published by: nightshadebooks on Apr 04, 2013
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04/13/2013

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NIGHT SHADE BOOKS1661 TENNESSEE STREET #3HSAN FRANSICO, CA 94107April 1, 2013Dear XXXXXXXXXXX,As you probably know, Night Shade Books has had a difficult time after the demiseof Borders. We have reached a point where our current liabilities exceed our assets, and it is clear that, with our current contracts, sales, and financial position,we cannot continue to operate as an independent publisher. If we filed for Chapter 7 bankruptcy, or liquidation, the rights to your books could be entangled in the courts for years as could past or current unpaid royalties or advances. However, we havefound an alternative, which will result in authors getting paid everything they are due as well as finding a future home for their books, subject to the terms and conditions stated in this letter. Provided that a sufficient number of Night Shade authors agree to certain changesto their contracts with Night Shade, Skyhorse Publishing, Inc. and Start Publishing, LLC have agreed to acquire all Night Shade Books assets. To be clear, this is anacquisition of assets, not a purchase of the company as a whole. The revenue received from the sale would go towards paying off the debts of the company. If you sign below, and a sufficient number of other Night Shade authors and other creditors alsoagree to these terms, you will receive full payment to bring all royalties and overdue advances current. Your payment would be in the amount of xxxxx By signing this letter, you agree that: 1. Under the new owners, the first royalty periods will be March through Julmmencing on the closing date of the sale of Night Shade) and August through December, 2013. In 2014 royalty periods will revert back to January-June and July-December.Royalties will be calculated based on when the monies are actually received by thePublisher, not by the date of sale or invoice.2. With respect to all of your agreement(s) with Night Shade, you agree, solextent Night Shade currently holds such rights under your contract with Night Shade, to assign to Skyhorse Publishing, Inc. all rights, except for eBook rights. You further agree to accept from Skyhorse Publishing, Inc. a revised royalty rate of ten percent (10%) of net receipts, regardless of format or customer, except for eBook sales. Net receipts are defined as the money received for the sale of a book to abookseller and does not include any additional expenses. As an example, if a bookhas a $20 cover price, Skyhorse would sell it to the bookseller for $10. The author would receive 10% of that $10, for a total of $1.00. This change shall be reflected on all future royalty statements but will not affect back royalties due. 3. You agree that, Skyhorse Publishing, Inc. shall have the right to sell auand second serial rights to your work to third parties, and any proceeds from suchsale will be split between you and Skyhorse Publishing, Inc. on a fifty/fifty (50/50) basis. This agreement does not supercede audio or second serial rights that have been already licensed to another company or rights that are in active negotiation. Skyhorse Publishing will consult the author on these sales however such approval shall not be unreasonably denied, delayed or withheld. 4. With respect to all of your agreement(s) with Night Shade, you agree to aart Publishing LLC any eBook rights currently held by Night Shade. You further agree to accept from Start Publishing, LLC a royalty rate of twenty five percent (25%)
 
of net receipts actually received by Start Publishing, LLC. This change shall be reflected on all future royalty statements but will not affect back royalties due. 5. You agree that your agreement(s) with Night Shade shall be assigned, forcopyright, as follows: (a) with respect to eBook rights (to the extent currentlyheld by Night Shade), to Start Publishing, LLC; and (b) with respect to all other rights set forth in the agreement(s) (to the extent currently held by Night Shade) (with the exception of Paragraph 3 above), to Skyhorse Publishing Inc. 6. You agree that your agreement(s) with Night Shade concerning reversionout of print works shall continue in accordance with your existing contract. In the event that a contract does not have a clause concerning reversion, you agree to the following language: Electronic and print Works are to be considered separately andmay revert independently of each other. In addition to royalty statements, everytwo years, an author may request a report of total copies sold. If at any time aftertwo years following the Publisher's first publication of the Work it goes out ofprint, and if the Publisher fails to reprint or to cause a licensee to reprint an edition within six (6) months after receipt of a written demand from the Author, theAuthor may revert the rights by written notice, subject to the Publisher's obligation to pay the Author any sums then due or becoming due. Publisher shall notify Author within three (3) months of such demand of its intention to reprint the Workor revert its rights in the Work. The Work will be deemed out of print if it sellsless than 100 copies of a print edition in a twelve-month period, or it sells lessthan 100 copies of an e-book edition in a twelve-month period. 7. You agree that Skyhorse Publishing, Inc. and/or Start Publishing, LLCr respective rights to any third party without the author
’s
consent on the same terms and conditions as agreed to herein.8. You agree and understand that your agreements as set forth herein are conn your receipt of the amount set forth above, which amount you agree to accept infull and final satisfaction of any and all claims to past due royalties and/or advances or any other sums owed to you through and including March 5, 2013. The nextroyalty payments will be made on September 1st, 2013 and shall cover money received between March 6th and July 31st, 2013. That payment shall be made as follows: (a) Start Publishing, Inc. shall pay royalties on all money received during the period that relates to eBooks and (b) Skyhorse Publishing, Inc. shall pay royalties on allmoney received during the period that relates to physical books or related rightssales.9. You agree that as of the date of closing of the sale and thereafter, ahat you may have with Night Shade, Skyhorse Publishing, Inc. and/or Start Publishing, LLC shall be governed by and construed in accordance with the laws of the Stateof New York without regard to the conflicts of law rules thereof. You further agree that any disputes of whatever kind shall be litigated in the courts of the City,County and State of New York having appropriate jurisdiction.If the sale goes through, Jeremy Lassen and Jason Williams will stay on with Skyhe/Start in an acquisition/editor capacity as consultants but the day to day operations, including contracts, royalties, publicity, etc, will be handled by Skyhorse/Start's staff. We need a response within two weeks, by April 16th, 2013, at which time we will determine whether the sale can, indeed, take place. 

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