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AGREEMENT

THIS AGREEMENT is entered into as of 01/03/16 by and between Small Press


Distribution, 1341 Seventh Street, Berkeley, CA (SPD) and Perlego , 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.
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2. Appointment. Publisher hereby appoints SPD, via SPDs eBook Distributor Partner,
as the exclusive worldwide distributor for eBooks of Publishers 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 Publishers 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 Publishers 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 SPDs eBook Distributor Partner, can ensure that no errors
occurred in the conversion process, and correct any errors.

(d)

Store all converted eBook files, via SPDs 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
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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 Publishers 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 SPDs 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, SPDs 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 SPDs 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:
Distribution of eBooks
Perlego will pay the Publisher on a pay per view model with a 55% of Net Sales of their
eBooks
Net Sales shall mean the actual amount received by SPDs 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
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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 SPDs 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 SPDs eBook Distributor Partner. SPDs 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 SPDs 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 SPDs 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 SPDs 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.
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9. Replacement eBooks. If the format for an eBook of any of Publishers 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 SPDs 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
Publishers 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 SPDs eBook Distributor Partner become aware of a breach of its security,
SPD or SPDs 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 SPDs eBook Distributor Partner shall immediately cease to


distribute eBooks of the Publishers Titles.

(b)

SPDs 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 SPDs eBook Distributor
Partner upon payment to SPD of de-archiving, media and shipping costs of
$15.00 per title.
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(d)

SPDs 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.
By Thomas Paradeng
Title MD

Publisher Name:
By

Gauthier Van Malderen

Title

Founder