You, herein referred to as “Co-Author”, have been asked to provide content (the “published work”), in written or other form as Brave Healer Productions, LLC, herein referred to as “BHP”, may request, for a co-authored book entitled Brake Kids (the “Publication”).  The name of the Publication may be subject to change at BHP’s sole discretion.

If Co-Author is accepted to provide published work for the Publication, by clicking below you accept all the terms and conditions contained herein.

Co-Author will provide the published work as directed by BHP and under the terms and conditions of this agreement. BHP will manage the Publication including editing, book cover and interior design, compilation, publishing and promotion.

Co-Author grants BHP full right and title to the following in perpetuity:

1. The right to publish, sell and profit from the Publication in all languages and formats in existence today and at any point in the future.
   
2. To create, modify, abridge or create derivative works based upon the Publication.
   
3. To allow others to use the Publication, at the discretion of BHP, without providing additional compensation to Co-Author.
   

These rights are granted by Co-Author on behalf of him/herself and their successors, heirs, executors and any other party who may attempt to lay claim to these rights at any point now or in the future.

This is a grant of distribution and publication rights only.  It does not transfer any ownership, copyrights or trademarks to BHP and any rights not granted to BHP above remain with Co-Author.  Co-Author maintains the right to use the published work for its own purposes and in other publications as long as such use does not compete or other otherwise interfere with BHP’s ability to use and profit from the Publication.

The rights granted to BHP by Co-Author shall not be constrained by geographic territories and are considered global in nature.

As to Co-Author.  Co-Author shall produce the published work for the Publication in a timely manner as directed by BHP.  BHP shall have sole discretion on these timelines and obligations, but agrees to act reasonable in its requests of Co-Author.

As to BHP.  BHP will compile, publish, sell and promote the Publication in its sole and absolute discretion.  BHP shall handle all email communications, Facebook Group communications, coaching of authors, the Publication “launch”, and on-going marketing.  In addition, BHP shall take all reasonable efforts to protect the published work and all materials shall include a copyright notice in BHP’s name in accordance with United States copyright regulations.

No royalties are due and payable to Co-Author.  Rather, Co-Author has the right to purchase copies of the Publication from BHP at cost and resell them, for its own profit, at retail price.

Term.  This Agreement shall be effective as of the date stated herein in the opening paragraph, and shall continue in full force and effect until terminated by BHP according to the provisions contained herein.

Termination.  BHP may terminate this Agreement, with 15 days written notice, for the following reasons: (1) Co-Author has committed fraud, misappropriation, or embezzlement in connection with the Publication; (2) Co-Author has breached the provisions of this Agreement in any respect and the breach continues for fifteen (15) days following receipt of a written notice from BHP; (3) Co-Author has been convicted of a felony; or (4) the actions of Co-Author have had a detrimental financial impact on BHP.

Dispute Resolution.  In the event of any dispute or disagreement between the Parties arising out of, relating to or in connection with this Agreement (a “Dispute"), the Parties hereto shall use their best efforts to resolve a Dispute by good-faith negotiation and mutual agreement. The Parties shall meet at a mutually convenient time and place to attempt to resolve any such dispute.

However, in the event that the parties are unable to resolve any Dispute, they shall first attempt to settle the Dispute through a non-binding mediation proceeding.  In the event any party to such mediation proceeding is not satisfied with the results thereof, then any unresolved disputes shall be finally by filing suit in an appropriate court of competent jurisdiction.  In no event shall the results of any mediation proceeding be admissible in any arbitration or judicial proceeding.

Co-Author is responsible to pay BHP any costs BHP incurs to enforce any provision(s) of this agreement including collection fees, court costs or attorneys fees.

Co-Author covenants and agrees not to consult or provide any services in any manner or capacity to a direct competitor of BHP during the duration of this Agreement unless express written authorization to do so is given by BHP.  A direct competitor of BHP for purposes of this Agreement is defined as any individual, partnership, corporation, and/or other business entity that creates publications and/or other content substantially similar to that of the Publication that is the subject of this Agreement.

Ownership of Published Work.  Co-Author represents and warrants that the published work is their sole intellectual property and that no other similar agreements governing this work exists.  Co-Author further warrants that the published work does not infringe on copyrights, trademarks or other intellectual property rights of third parties and Co-Author hereby indemnifies BHP against any claims by third parties to these rights.  Co-Author warrants that any statements in the published work presented as fact are true and accurate.  If Co-Author is found to have violated the provisions of this clause, BHP has the right to remove the published work from the Publication immediately.

Entire Agreement.  This Agreement sets forth all of the promises, covenants, agreements, conditions and understandings between the parties hereto, with respect to the subject matter hereof, and supersedes all prior and contemporaneous writings, agreements and understandings, inducements or conditions pertaining thereto, expressed or implied, oral or written, except as contained herein.

Headings.  The section headings in this Agreement are for reference purposes only and shall not define, limit or affect the meaning or interpretation of this Agreement.

Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, this Agreement may not be assigned in whole or in part without the prior written consent of the other party; provided, however, this Agreement may be assigned by BHP to a purchaser of all or substantially all of its assets or the survivor of a merger of BHP and another entity or any other such successor of BHP’s business.

Governing Law.  This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the Maryland, notwithstanding any conflicts of laws, doctrines of such states or other jurisdictions to the contrary.

Amendments.  No amendment, alteration or modification of this Agreement shall be valid unless each such instance, amendment, alteration or modification is expressed in a written instrument duly executed by both parties hereto.

No Waiver.  The failure of any party to insist, in any one or more instances, on performance of any of the terms and conditions of this Agreement, shall not be construed as a waiver or relinquishment of any rights granted hereunder or of the future performance of such term, covenant or condition, but the obligations of the parties, with respect thereto, shall continue in full force and effect.

Construction of Terms.  It is the agreement of the parties that in case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. In case any one or more of the provisions hereof shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject matter, such provision shall be construed by limiting and reducing it as determined by a court of competent jurisdiction, so as to be enforceable only to the extent compatible with applicable law.  BHP is the drafter of this agreement and any ambiguities shall not be construed against it as such.