MEMORANDUM OF AGREEMENT

This MEMORANDUM OF AGREEMENT is made this fourteenth day of May, 2004,

between the National Commission on Terrorist Attacks Upon the United States, of 301
7th Street, S.W., Room 5125, Washington, D.C. 20407, hereinafter called the
"Commission," and W. W. Norton & Company, Inc., of 500 Fifth Avenue, New York,
N.Y. 10110, hereinafter called the 'Tublisher," relating to the Commission's final public
report, hereinafter called the "Work."

1. The Commission agrees to deliver to the Publisher, no later than 9:00 a.m. six
calendar days before the publication date to be determined by the Commission
(hereinafter called the "Publication Date"), a typeset file of the Work approved by
the Commission ready for submission to the printer. Because the Commission is ]
a U.S. Government entity, the Publisher will have no copyright interest in the /
Work created by the Commission. ^_^^^
2. The Publisher will make its best efforts to have copies of the published paperback
Work available for sale on the Publication Date at bookstores throughout the
continental United States by having copies shipped by express delivery to
bookstores nationwide. The Publisher will take all reasonable steps, in
consultation with the Commission and as further provided in this Agreement, to
prevent copies of the published Work or its contents from becoming available to
members of the public or the media prior to the Publication Date.
3. The text of the Work will be approximately 160,000-180,000 words in length, and
will include an executive summary, footnotes and/or endnotes, and supplemental
materials such as charts, timelines, tables of names, maps, and other illustrations.
4. No later than July 1,2004, the Publisher and the Commission will mutually agree
on the exterior and interior design of the Work, and the Publisher will consult
with the Commission on the contents and design of any advertising of the Work
before releasing any such advertising. Th&jajblished Work will state on the cover
that it tsjinedjtipri of the W°rk authorized bv the Commissioji.
5. No later than May 19, 2004, the Commission will announce that the Publisher
will be publishing the Work in a press release or public statement, the text of
which shall be approved by the Publisher, such approval not to be unreasonably
withheld or delayed. Until such press release or public statement, there shall be
no announcement by either party regarding this Agreement or its provisions. The
Publisher further agrees that it will keep this Agreement and its provisions strictly
confidential, except for any information the Commission provides in any press
release or public statement relating to this Agreement.
6. The Publisher agrees that its suggested retail price for each copy of the published
paperback Work shall not exceed $10.00 for at least the first 12 months after the
Publication Date. The Publisher will not prepare an index for the initial print run
of the published paperback Work.
7. The Publisher agrees that its suggested retail price for each copy of the published
hardback Work shall not exceed $30.00 for at least the first 12 months after the

-1-
 Publication Date. The Publisher will prepare and include in the published
hardback Work an index of subject-matter and name references by page number.
8. The Publisher agrees that it will have at least 200,000 copies of the published
paperback Work printed in its initial print run.
9. The Publisher agrees that it will have at least 5,000 copies of the published
hardback Work printed in its initial print run.
10. The Publisher agrees to keep the published Work available in print as long as
there is any reasonable demand for it.
11. The Publisher will provide the Commission with 500 copies of the published
paperback Work free of charge, on or about the Publication Date, and 150 copies
of the published hardback Work, free of charge, on or about its publication date.
12. The Publisher and the Commission agree that no royalties or other payments will
be due to the Commission for the Work.
13. Prior to the Publication Date, the Commission will not provide a typeset file, or
otherwise provide a substantial portion of the contents of the Work beyond the
executive summary, to any other person or entity in the business of publishing
books or periodicals in any media, except that the Commission will provide the
Government Printing Office (GPO) with a copy of the Work to enable GPO to
display the Work on its website no earlier than the Publication Date.
14. Except as may be required by law, or as otherwise provided for in this Agreement,
the Publisher will keep the text of the Work and any other information it obtains
regarding the Commission's investigation and activities (hereinafter collectively
called the "Confidential Information") strictly confidential and will not disclose or
reveal any such Confidential Information to any person other than to those
individuals employed by the Publisher or acting on its behalf who need to know
Confidential Information because they are directly participating in the
transactions contemplated by this Agreement. The Publisher agrees to provide the
Commission with a list of all such individuals as well as a copy of a nondisclosure
agreement, in a form mutually agreed to by the Commission and the Publisher,
signed by each such individual: The Publisher agrees that each such individual
receiving Confidential Information will be bound by confidentiality, non-
disclosure, and care obligations substantially equivalent to the provisions of this
Agreement. Confidential Information shall not include information that is or has
become generally available to the public, other than as a result of unauthorized
disclosure contrary to this Agreement. The Commission will not provide any
classified information to the Publisher.
15. If pursuant to applicable law, regulation, or legal process, the Publisher is
requested or required to disclose any Confidential Information, the Publisher will
provide the Commission's General Counsel with prompt notice of any such
request or requirement, sufficient to enable the Commission to seek an
appropriate protective order or other appropriate remedy, and/or to waive
compliance with the provisions of this Agreement. If such protective order or
other remedy is not obtained, or the Commission waives compliance with the
provisions of this Agreement, the Publisher shall furnish only that portion of the
Confidential Information that is legally required to be furnished.

-2-
16. Without prejudice to the rights and remedies otherwise available, either party to
this Agreement shall be entitled to equitable relief by way of injunction without
the necessity of proving irreparable harm or posting a bond or other security if the
other party or any of its employees, agents, or subcontractors breaches or
threatens to breach any of the provisions of this Agreement.
17. The Commission hereby warrants to the Publisher that the Commission has full
power to make this Agreement and to deliver the Work to the Publisher as
provided herein; that the person signing this Agreement on behalf of the
Commission has the power and authority to do so; and that the Work is not
libelous or obscene or in violation of any proprietary right at common law or any
existing copyright or otherwise unlawful.
18. Regardless of the place of its actual execution and delivery, this Agreement shall
be treated as though executed within the State of New York and shall be governed
by the laws and statutes thereof.

IN WITNESS WHEREOF, the parties hereto have signed and sealed this Agreement
at New York, New York, on the day and year first above written.

The National Commission on Terrorist Attacks

Upon the United States

By.
General Counsel

Date W.W. Norton & Company, Inc.

President / \e

-3-
 Memorandum of Agreement

CONFIDENTIAL DRAFT

made this day of , 2004

between

hereinafter called the Author, and W. W. Norton & Company, Inc., of 500 Fifth Avenue, New
York, N. Y. 10110, hereinafter called the Publisher for an unpublished work entitled
, the Work.

I. Specifications. The Author agrees to deliver to the Publisher, seven calendar days before
(the "Publication Date"), a typeset file of the Work approved by the Author ready for
submission to the printer.

(A) The text of the work is approximately words in length [and shall include the
executive summary and supplemental materials such as a time-line, table of names, and
applicable maps]. Prior to the Publication Date, Author shall not deliver a typeset file or
otherwise provide the contents of the Work to any other person or entity in the business of
publishing books or periodicals in any media.

(B) The Publisher shall further make its best efforts to have the books available on the
Publication Date to be shipped by express delivery to bookstores throughout the continental
United States (Nationwide). Publisher agrees that its suggested retail price for each copy of the
published paperback Work shall not exceed $10.00 for the first 12 months after publication.

(C) The Publisher shall consult the Author on the cover, design, and advertising of the Work.
The Work shall provide on the cover that it is an edition of the Work authorized by the Author.

II. Confidentiality. At all times from the date hereof until am on the Publication Date:

(A) Except as may be required by law, the Publisher and the Author shall keep the text of the
Work and the nature, contents and existence of this agreement (collectively, "Confidential
Information") strictly confidential and shall not disclose or reveal any such Confidential
Information to any person other than those employed by Publisher or acting on its behalf who
need to know the Confidential Information because they are directly participating in the
transactions contemplated by this agreement. Publisher agrees that each such person receiving
Confidential Information shall be bound by confidentiality, non-disclosure and care obligations
substantially equivalent to the provisions of this Article II. Confidential Information shall not
include information which is or becomes generally available to the public other than as a result
of unauthorized disclosure hereunder.

(B) Publisher and Author shall protect the Confidential Information from disclosure to any
person by using the same degree of care that each uses to prevent the unauthorized disclosure of
its own strictly confidential information, but in no event less than a reasonable degree of care.

(C) If pursuant to applicable law, regulation or legal process, Publisher is requested or required
to disclose any Confidential Information, Publisher will provide Author with prompt notice of
such request(s) or requirement(s) to enable Author to seek an appropriate protective order or
other appropriate remedy and/or waive compliance with the provisions of this Agreement. If
such protective order or other remedy is not obtained or Author waives compliance with the
provisions of this Agreement, Publisher shall furnish only that portion of the Confidential
Information which is legally required to be furnished.

(D) Without prejudice to the rights and remedies otherwise available, either party shall be
entitled to equitable relief by way of injunction if the other party or any of its employees, agents
or subcontractors breaches or threatens to breach any of the provisions of this Agreement,
without the necessity of proving irreparable harm or posting a bond or other security.

III. Publicity. The Author shall announce that the Publisher shall be publishing the Work on or
about in a press release, the text of which shall be approved by the Publisher, such
approval not to be unreasonably withheld or delayed. Until that time, there shall be no public
announcement by either party and both parties shall keep this agreement and the transactions
contemplated hereby in strict confidence.

IV. Royalties. The Publisher agrees to pay to , the Royalty Recipient a royalty on
all copies of the Work sold by the Publisher, less returns (and subject to the exceptions
hereinafter named) as follows:
(A) 6% of the Publisher's catalog retail price on the first 25,000 paperback copies sold and 7!/2%
thereafter.
(B) Where the discount to dealers or others in the Continental United States is 50% of the
Publisher's catalog retail price a royalty shall be paid equal to the rate stipulated in Article IV
(A) less 1% of the Publisher's catalog retail price; and with each further increase in discount by
1% of the Publisher's catalog retail price, the royalty shall be further reduced by 1A% of the
Publisher's catalog retail price. In no such case, however, shall the royalty be less than one-half
of the royalty stipulated in Article IV (A).
(C) On copies sold for export the royalties shall be calculated at 40% of the rate(s) provided in
Article IV (A).
(D) If the Publisher shall seek an additional market outside of regular bookstore sales by means
of direct-by-mail circularizing, the printing of coupon advertisements in newspapers or
periodicals, or the solicitation of direct orders by radio or television, a royalty of 5% of the
Publisher's catalog retail price shall be paid on all sales directly resulting from such efforts.
(E) The Publisher may in its discretion sell any overstock of the work at a reduced price, paying
the Royalty Recipient a royalty of 10% of the net proceeds of such sale, unless the sale is made
at or below cost.
(F) The net royalty of any copies of the work sold to or by commercial purchasers as a premium
shall be 10% of the net proceeds received therefor by the Publisher.
(G) If in any six months' royalty period following the expiration of one year from the date of the
first publication the sales of the work do not exceed 250 copies, the royalties shall be 50% of the
royalties computed at the rate or rates otherwise herein stipulated, provided such sales are made
from a reprinting of 2000 copies or less.
(H) No royalties shall be payable on copies furnished gratis to the Author or for sales promotion,
contribution or like purposes or on copies destroyed by fire or other accident, but nothing in this
clause shall be construed as exempting from royalty copies supplied by the Publisher (for resale)
in payment for trade advertising.
(I) The Publisher may grant nonprofit institutions without charge the right to transcribe the work
into a medium (such as Braille or Talking Books) for the exclusive use of the blind or physically
handicapped.
(J) No royalties shall be payable to any party in the event that the Royalty Recipient ceases to
exist as a legal entity.

V. Author's Warranties. The Author hereby warrants to the Publisher: that the Author has full
power to make this agreement and grant, and to deliver the Work to Publisher as provided
herein; that the person signing this agreement on behalf of the Author has the power and
authority to do so; that the said work is not libelous or obscene or in violation of any proprietary
right at common law or any existing copyright or otherwise unlawful; and that the Author will
indemnify the Publisher against any loss, injury, or damage, including any reasonable legal costs
or expenses properly incurred by the Publisher in consequence of any breach of this warranty
which is finally sustained. The Author further agrees that this warranty shall apply to any extract
matter, quotation, or illustration included in the Work.

VI. Statements of Accounts and Payments. After publication of the Work, the Publisher shall
transmit by mail to the Royalty Recipient or to the Royalty Recipient's duly authorized
representative in February and August a statement of account for the six months' period ending
the previous September thirtieth and March thirty-first respectively, showing the net amount
payable to the Royalty Recipient under the provisions of this agreement, less a reasonable
reserve for returns and/or any overpayment caused by error or by returns on this or any other
work of the Royalty Recipient, and will transmit with such statements a check or checks in
settlement, provided that after the first year of publication settlements shall be made annually in
August for the previous year ended March thirty-first unless the amount due the Royalty
Recipient at the February date amounts to $100 or more, and provided further that no statement
need be rendered or payment made for any period when the amount due the Royalty Recipient is
less than $50 but the amount due shall be carried forward and credited to the Royalty Recipient
in the settlement for the next period.
VII. Governing Law. Regardless of the place of its actual execution and delivery, this
agreement shall be treated as though executed within the State of New York and shall be
governed by the laws and statutes thereof.

In Witness Whereof the parties hereto have signed and sealed this agreement at New York,
N.Y., the day and year first above written.

[AUTHOR]

by
AUTHORIZED SIGNATORY
W. W. NORTON & COMPANY, INC.
DATE

by.
PRESIDENT

DATE