TRANSLATION RIGHTS AGREEMENT

Dated as of [Insert date on which the Agreement is to be effective] (“the Effective Date”).

This Foreign Rights Agreement (“Agreement”) is entered into as of the Effective Date by
and between [Insert name of U.S. publisher], [Insert legal description of U.S. publisher,
e.g., “an Oregon limited liability company”] (“Licensee”), [Insert U.S. publisher’s postal
and email addresses], on one side, and [Insert name of foreign publisher], [Insert legal
description of foreign publisher]
(“Licensor”), [Name of author], on the other side, concerning a work of authorship titled
[Insert title of the work] (“Work”) by [Insert name(s) of Author(s)] (“Author”), on the
following Terms and Conditions.

Terms and Conditions

1. License of Translation and Publishing Rights. Licensor hereby licenses to

Licensee the following rights, all of which rights shall be exercised at Licensee’s sole cost
and expense.

1. The right to prepare a translation of the Work from the English

language into the [Insert the authorized language of translation, e.g., “Spanish”] language
(“Language of Translation”).

2. The right to scan artwork, photographs, charts, and other images that
appear in the Licensor’s
current edition of the Work, and to reproduce such images in copies of the Translation as
published by Licensee pursuant to this Agreement (“Licensee’s Edition”).

3. The right to print, reproduce, publish, distribute, and sell copies of

Licensee’s Edition in the Territory and during the Term (as such terms are defined below)
in the following formats only (each one an
“Authorized Format” and, collectively, the “Authorized Formats”).

a. Printed and bound books (hardcover, trade paperback, and mass-market

paperback);
b. Print-on-demand (“POD”) books;

c. E-books; and

d. Audiobook
 2. Territory. The territory in which Licensee may exercise the rights granted in
this Agreement is [Insert a description of the foreign publisher’s territory by country,
region or “the world”] (“Territory”).

3. Term. The term of this Agreement shall commence as of the Effective Date
and expire automatically on the [Insert the number of years, e.g., “third,” “fifth,”
“seventh,” “tenth,” etc.] anniversary of the Effective Date unless extended or replaced by
a signed written agreement between the parties.

4. Exclusivity.
Licensee’s right to publish the Licensee’s Edition in the Language of Translation and the
Authorized Formats shall be exclusive in the Territory during the Term of this Agreement.

5. Delivery of the Work. Upon the signing of this Agreement by all parties, and payment
of the advance specified in Section 13 below, Licensor will provide Licensee with a
complete copy of the Work in the form of electronic files in a format to be mutually agreed
by the parties. Any expense incurred by Licensor in creating and providing electronic files
shall be paid by Licensee.

6. Additional Registrations Needed. Upon entering into this agreement, the Licensor shall
procure the following documents:
a. Updated Copyright Registration
b. Updated Library of Congress accession, control, and cataloging number.

6. The Translation.

1. The Translation shall be a complete, correct, and competent translation

of the Work in its entirety as provided by Licensor, and the title and authorship credit as
used in connection with the Translation shall be substantially the same title and exactly the
same authorship credit as used in Licensor’s edition of the Work, except that Licensee may
afford reasonable and customary credit to the translator(s) who prepared the Translation.

2. No matter shall be added to or removed from the Translation without

the prior written approval of Licensor, except that Licensee may add explanations or make
slight modifications in the original text of the Work to achieve a clear and accessible
translation, but only if such explanations and modifications do not materially change the
meaning or otherwise alter the text of the Work.

3. Upon the expiration or earlier termination of this Agreement, all rights

in the Translation shall be retained by Licensee, subject to the rights of Licensor set forth
in Section 17.6 below, but Licensee acknowledges that the Translation may not be
published or otherwise exploited after the Term of this Agreement without the prior written
consent of Licensor.
 7. Licensee’s Edition. The following shall appear in all copies of Licensee’s Edition and,
in a manner consistent with publishing industry custom and practice, the advertising,
publicity, promotional, and catalogue materials for Licensee’s Edition.

1. A copyright notice that Licensee believes to comply in form, content

and placement with the requirements of applicable copyright law in the Territory and
international copyright law shall be published in all copies of Licensee’s Edition. Such
notice shall be consistent with the contents of the copyright notice that appears in
Licensor’s edition of the Work and shall include such other particulars as Licensor may
require by written notice to Licensee.

2. The title of the Work, the name of the author of the Work, and the
copyright notice, all exactly as they appear in the Licensor’s edition of the Work, shall
appear in the English language on the reverse side of the title page of each copy of the
Licensee’s Edition.

3. The title and author of the Work shall appear with due prominence on
the covers and binding of all copies of Licensee’s Edition and all advertising, publicity,
promotional and catalogue materials for Licensee’s Edition.

8. Approvals. Licensee shall provide Licensor with a complete set of page

proofs of the Licensee’s Edition (including front cover, back cover, spine, and all interior
contents), both as hard copies and as electronic files, not later than sixty (60) calendar days
prior to the Publication Date (as the term is defined below), all of which shall be subject to
the review and written approval of Licensor prior to publication of the Licensee’s Edition
by Licensee. Licensor shall have the right (but not the obligation) to specify additions,
deletions, corrections, or other changes that must be made as condition for the approval of
Licensor to publish Licensee’s Edition.

9. Printings and Publication Date. Licensee is authorized and obligated to print

no less than [Insert minimum number of copies to be printed] copies in the first printing of
Licensee’s Edition, and to place such copies into commercial distribution in the Territory,
not later than one hundred and eighty (180) calendar days
after the Effective Date (“Publication Date”), and to print additional copies as may be
necessary to keep the
Licensee’s Edition in print throughout the Term of this Agreement.

10. Publication Date and Suggested Retail Price. Licensee shall inform
Licensor in writing of
(i) the Publication Date,

(ii) the Licensee’s suggested retail price (“SRP”) of the first and all subsequent
printings of Licensee’s Edition in each of the Authorized Formats, and
 (iii) the number of copies printed or otherwise reproduced in each of the Authorized
Formats, all promptly upon each printing or other form of reproduction.

11. Termination for Failure to Publish. If Licensee does not print the first
printed edition of Licensee’s Edition in the quantity and by the Publication Date specified
above, and/or if Licensee fails to keep
Licensee’s Edition in print throughout the Term, Licensor shall have the right to terminate
this Agreement by notice in writing and retain the advance previously paid by Licensee.
Licensee’s Edition shall be deemed to be out of print if available only in POD, e-book
and/or audiobook editions.

12. Free Copies and Additional Copies. Licensee, at its own cost and expense,
shall provide [Insert number of free copies, e.g., “ten (10)”] free copies of the first printing
of Licensee’s Edition in each Authorized Format, and [Insert number of free copies, e.g.,
“ten (10)”] free copies of each additional printing and/or other form of reproduction of
Licensee’s Edition in each Authorized Format to Licensor promptly upon completion of
each such printing or other form of reproduction. Licensor may purchase additional copies
of Licensee’s Edition at the best available discount, but not less than a discount of fifty
percent (50%) off the SRP, plus shipping, and shall be free to dispose of such copies in its
sole discretion.

13. Advance Against Royalties. Licensee shall pay Licensor a non-returnable

advance against royalties in the amount specified above not later than ten (10) calendar
days after the Effective Date.

14. Royalties.

1. Licensee shall pay Licensor the following royalties on all copies of the
Licensee’s Edition sold in all Authorized Formats:

a. 80% percent of SRP on all copies of Licensee’s Edition sold in printed

and/or print-on-demand formats.

b. 75% percent of SRP on all copies of Licensee’s Edition sold in e-book

formats.

c. 80% percent of Licensee’s retail price on all copies of Licensee’s Edition sold
in audiobook formats.

Licensee shall render annual statements of account, which shall include the number of
copies printed (and/or otherwise reproduced) and sold during the previous calendar year or
any portion thereof, the applicable SRP of the copies sold, the royalty rate that applies to
all such sales, and other information requested by Licensor, and Licensee shall pay the
royalties then due, within ninety (90) calendar days after the end of each calendar year.
 3. Licensee shall be entitled to recoup the advance actually paid to
Licensor out of royalties otherwise due, but no other deductions or reserves may be taken
by Licensee.

15. Payments.

1. All payments by Licensee to Licensor under this Agreement shall be

made in United States currency, at the best rate of exchange available on the date of
payment, by wire transfer to the bank account designated in writing by Licensor in the
attached Exhibit A, which is incorporated by reference in this Agreement, except as the
wire transfer information may be changed from time to time by notice in writing from
Licensor to Licensee.

2. At the time of each such wire-transfer, Licensee shall give a written statement
of account
(i) by traceable mail to Licensor’s postal address give above, and
(ii) by e-mail to Licensor’s email address given above.

16. Audit. Licensor or its designated representative shall have the right to inspect
and audit the books and records of Licensee as they relate to Licensee’s Edition and other
aspects of this Agreement, and Licensee shall immediately pay Licensor any amounts
shown to be owing. In the event that an error resulting in an underpayment to Licensor of
five percent (5%) or more is detected, then Licensee shall bear the costs of the audit.

17. Termination.

Licensor shall have the right to terminate this Agreement by notice in writing prior to the
expiration of the Term in the event that
(i) Licensee is insolvent, ceases to do business, and/or is subject to the protection of the
laws of bankruptcy; and/or (ii) fails to keep Licensee’s Edition continuously in print as
required and authorized under this Agreement; and/or (iii) fails or refuses to cure a breach
of any term or condition of this Agreement (including but not limited to the obligation to
pay royalties) within thirty (30) calendar days after written notice of breach by Licensor to
Licensee.

2. Upon the expiration or earlier termination of this Agreement, all rights

licensed to Licensee shall wholly and automatically revert to Licensor, and Licensee shall
immediately cease the printing and other forms of reproduction, publication, distribution
and sale of the Licensee’s Edition except as otherwise provided below.

3. Upon the expiration or earlier termination of this Agreement, Licensor

shall have the right (but not the obligation) to purchase (i) any unsold copies of Licensee’s
Edition at Licensee’s actual cost of paper, printing, and binding or other form of
reproduction; and (ii) the digital files, film, plates, unbound sheets, masters, and/or any
other productions materials for Licensee’s Edition, all at Licensee’s actual cost of
manufacture. Except in the event of a termination for breach by Licensee, Licensor shall
bear the cost of shipping of any such purchases.

4. Upon expiration or earlier termination of this Agreement, if Licensor

declines to purchase all or any portion of the unsold copies of the Licensee’s Edition,
Licensee may sell off any remaining unsold copies of Licensee’s Edition for a period of six
(6) months following the expiration and/or termination date, subject to the payment of
royalties to Licensee on all such sales.
5. If Licensor declines to purchase any of the items described in Section
17.3 above upon the expiration or earlier termination of this Agreement, Licensee shall
destroy all such items, and certify the destruction of all such items by a declaration under
penalty of perjury, within thirty (30) calendar days after written demand by Licensor.

6. Upon the expiration or earlier termination of this Agreement, Licensor

shall have the right to purchase all rights in the Translation from Licensee at the actual
amount paid by Licensee to secure such rights from the translator(s).

The representations, warranties, and indemnities set forth below shall survive the
expiration or other termination of this Agreement.

18. Remaindering. Licensee shall not remainder Licensee’s Edition earlier than one
(1) year after the Publication Date. In the event Licensee elects to remainder Licensee’s
Edition, Licensee shall pay Licensor ten percent (10%) of the net amounts received for
disposal of such remaindered copies. If Licensee’s Edition is out of print by reason of
remaindering, this Agreement shall be subject to termination.

19. Time Is Of the Essence. Time is of the essence in the performance of all
obligations under this Agreement.

20. Assurances. Each party represents and warrants to the other party that it
enjoys the right and authority to enter into and perform its obligations under this
Agreement without infringing the rights of any third party or violating any law. Each party
agrees to indemnify, defend and hold the other party harmless against all claims based on
any allegations which, if true, would constitute a breach of the foregoing representations
and warranties, a breach of contract, and/or other wrongful conduct by the indemnifying
party.

21. Copyright Infringement. Licensee, at its own cost and expense, shall take all
necessary measures to detect and prosecute any acts of copyright infringement of the Work
in the Territory. Licensor shall have the right, but not the obligation, to prosecute any such
acts of infringement in the Territory or elsewhere in cooperation with Licensee or on its
own initiative.
 22. Reserved Rights. Any and all rights not expressly licensed to Licensee are
hereby reserved to Licensor, including but not limited to any and all copyrights,
trademarks, and other intellectual property rights in the Work as published by Licensor.
Without limiting the foregoing, no rights in the trademarks or other intellectual property of
Licensor are licensed or otherwise conveyed to Licensee under this Agreement.

23. Notices. Except as otherwise provided in this Agreement, any written notice or
delivery under any of the provisions of this Agreement shall be deemed to have been
properly made by mailing via traceable mail to the address(es) set forth above, except as
the address(es) may be changed by notice in writing.

24. Independently Contracting Parties. The parties acknowledge and agree that
this Agreement is an arm’s length transaction between independently contracting
parties for the disposition of intellectual property-, and no employment, partnership, joint
venture, trust, franchise, or other legal relationship is created between them.

25. Assignment.

1. No Assignment by Licensee. Licensee shall not sublicense or otherwise

assign this Agreement or any of the rights licensed under this Agreement without the prior
written consent of Licensor, which consent may be withheld by Licensor in its sole
discretion.

2. Assignment by Licensor. This Agreement may be freely assigned by

Licensor, and shall be binding upon and inure to the benefit of the licensees, successors and
assigns of Licensor.

26. Governing Law. This Agreement shall be effective only when countersigned
by Licensor at its place of business in the United States of America. Accordingly, this
Agreement shall be interpreted, construed and governed in all respects by the laws of the
State of California and the United States of America. Venue for any dispute between shall
be in any court of competent jurisdiction in the county where Licensor maintains a
business office.

27. Modification and Waiver. This Agreement may not be modified or altered
except by a written agreement signed by both parties. No waiver of any term or condition
of this Agreement, or of any breach of this Agreement or any portion thereof, shall be
deemed a waiver of any other term, condition or breach of this Agreement or any portion
thereof.

28. Severability. If any term or provision of this Agreement is found to be

unenforceable for any reason, this Agreement shall remain in full force and effect and shall
be fully enforceable on its remaining terms and conditions.
 29. Attorneys’ Fees. In any action on this Agreement, including litigation and
arbitration, the losing party shall pay all attorneys’ fees and costs incurred by the
prevailing party.

30. Entire Agreement. The parties acknowledge that they have communicated
with each other by letter, email, telephone and/or in person in negotiating this Agreement.
However, the parties further acknowledge and agree that this Agreement supersedes and
replaces all other communications, understandings and agreements between them and
represents the complete and entire agreement regarding the subject matter of this
Agreement.

31. Headings. Headings and footers are for convenience only and are not to be
deemed part of this Agreement.

32. Authority of Signatories. Each individual purporting to sign this Agreement on

behalf of a party hereby represents and warrants to the other party and that he or she is fully
authorized and empowered to do so and to bind the party on whose behalf he or she is signing
this Agreement.

33. Additional Documents. The parties agree to sign and deliver additional
consistent documents that may be necessary or convenient to give full force and effect to the
terms and provisions of this Agreement.