Electronic Distribution Agreement



Agreement made this [date] by and between [name], whose principal place of business is at [address] (Licensor), and [name], whose principal place of business is at [address] (Distributor).

1. License. Licensor grants to Distributor a nonexclusive, worldwide license to (1) reproduce [title of publication] (Publication), in whole or in part, on magnetic, optical, or electronic media; (2) distribute Publication, in whole or in part, on magnetic, optical, or electronic media; and (3) transmit Publication, in whole or in part, by electronic means to customer terminals for display and printing by the customer.

2. Copies of Publication. During the term of this Agreement, Licensor will furnish Distributor, at no charge, with a copy of each issue of Publication when published. Licensor will also furnish Distributor, at no charge, with one copy of each back issue of Publication at Distributor's request. In addition, Licensor, at Distributor's request, will furnish Publication in machine-readable form but only to the extent possible and only if available in a structure and format that Distributor can readily process. Distributor will pay all indexing and mastering costs at no expense to Licensor.

[Optional Paragraph]

3. Royalty. Distributor will pay to Licensor a royalty equal to ---------- percent (----------%) of the net revenue Distributor receives from distributing or transmitting Publication in magnetic, optical, or electronic media. Distributor will report and pay all royalties [quarterly; semiannually; annually], no later than [provide date by which report and payment must be made]. The report and payment will cover all receipts for the previous [quarter; six months; year].

4. Indemnification. Licensor represents and warrants that Licensor has all the rights necessary to enter into this Agreement. Licensor will hold Distributor harmless from all proven claims of third parties regarding Publication, including, but not limited to, copyright infringement, libel, or invasion of privacy arising out of any matter contained in Publication.

5. Term of Agreement. The initial term of this Agreement shall be for a period of [number] years commencing on [date] and ending on [date]. Thereafter, this Agreement shall automatically renew for successive [number]-year periods, unless either party notifies the other of contract modifications no later than [number] [days; months] prior to the end of the then-current term. Upon such notification, the parties shall agree to modify terms within [number] [days; months] or else this Agreement will terminate at the end of the then-current term. Upon the termination of this Agreement, Distributor hall have the right to continue to distribute such copies of Publication then existing or in production, provided Distributor continues to pay Licensor royalties in accordance with the provisions of this Agreement or any subsequent modification thereof. All notices required hereunder shall be in writing, addressed to the party to be notified, and mailed by certified or registered mail. All notices shall be deemed received on the [second; third] day after mailing.

6. Assignment. This Agreement cannot be assigned to a third party by either party without the consent of the other, except to a purchaser of all or substantially all of the assets that are required for the performance of this Agreement.

7. Governing Law. This Agreement shall be governed by and interpreted in accordance with the law of [state].

[name]

Licensor

By: [signature]

[title]

[name]

Distributor

By: [signature]

[title]