AMERICAN UNIVERSITY OF BEIRUT

PUBLISHING AGREEMENT

AGREEMENT made as of this {DATE} day of {MONTH} {YEAR}, by and between the American University of Beirut, 850 Third Avenue, New York, NY 10022-6297, USA (the "AUB") and {NAME} (the "Author").

1. Manuscript and title

The Author is preparing or has prepared for the AUB a {TYPE OF BOOK} work in the {LANGUAGE} language, approximately {WORDS} words in length, tentatively entitled {TITLE} (the "Work"). The Author shall deliver to the AUB, on or before {DATE OF DELIVERY}, two copies of the complete manuscript of the Work, including all illustrations, maps, charts, and other graphics necessary or appropriate to the complete Work. One electronic copy [diskette(s) or other form of electronic copy acceptable to the AUB] of the Work shall also be delivered at the same time and shall be considered as a part of the manuscript delivery requirements. The Author shall also deliver to the AUB an index to the Work, after the delivery to the Author of pageproofs and within the time period specified by the AUB. The manuscript and index shall be clear machine copies, or electronic equivalent thereof, double-spaced throughout (including block quotations, footnotes, and bibliography) on good quality paper; all graphics shall be in form and quality suitable for reproduction; furthermore, all materials shall be in a medium and format acceptable to the AUB. The manuscript, index, and graphics must be satisfactory to the AUB in content, size, form, medium, and format. The provisions of this paragraph concerning the time of delivery and the content, size, and form of the manuscript, index, and graphics are of the essence of this Agreement and the obligations of the AUB under this Agreement are contingent upon their strict fulfillment. In the event of a default by the Author with regard to any of these provisions, the AUB may terminate this Agreement. If the manuscript or index is unsatisfactory to the AUB in size or form, medium or format or if the graphics are unsatisfactory to the AUB in form, quantity or quality, the AUB shall have the right to require the Author to do, or reimburse the AUB for the expense of doing, such additional work as the AUB determines is necessary. The AUB shall not be responsible for loss or damage to the Author's property in its possession hereunder and may dispose of same as it determines, unless other arrangements are agreed to by the AUB in writing. The Author shall make and retain complete copies of all materials delivered to the AUB so that lost or damaged materials may be duplicated and replaced if necessary.

2. Publication

Upon delivery and after review and notice to the Author of acceptance by the AUB of the manuscript, index, and graphics, the AUB shall manufacture, publish, and sell the Work at its own expense at such time and in such style and manner and at such prices (and discounts from these prices) as it deems suitable; provided, however, that in no event shall the AUB be obliged to publish a work which in its opinion violates the provisions of Paragraph 3. In the event the AUB concludes that there is a significant risk of such a violation, the AUB may terminate this Agreement as if a default by the Author had occurred. The AUB may edit the Work to assure that it is consistent and conforms to the style of punctuation, spelling, capitalization, and usage the AUB considers appropriate. The Author shall be responsible for checking the copyedited manuscript and for reading and correcting all proofs and returning them promptly to the AUB. If the Work requires in the opinion of the AUB, substantially more editorial time and effort (including verification of facts) than the AUB usually devotes to works submitted to it for publication, the AUB shall have the right to require the Author to do, or reimburse the AUB for the expense of doing, such additional editorial work as the AUB determines in its judgment as publisher is necessary. The AUB shall have the right to distribute copies of the Work, and to grant permissions to reproduce excerpts from it, free of charge, in connection with promoting sales of the Work.

3. Author's Warranty

Unless otherwise specified in this Paragraph, the Author represents and warrants to the AUB that (a) the Work is original and the Author named above is its sole author and the owner of all rights herein granted to the AUB; (b) the Work is not in the public domain, has never before been published in whole or in part in any language or form, and that no registration of copyright of the Work has ever been made; (c) the Work contains no matter that is libelous, obscene, in violation of any copyright, proprietary or personal right, or otherwise actionable or in contravention of law; (d) the Work, if a work of fact, contains no known inaccuracies and is based upon reasonably adequate research according to generally accepted standards of the academic community; and (e) the Author has entered into no other agreement with respect to the Work or in any manner otherwise encumbered or disposed of the rights herein granted to the AUB. The Author will keep all research files, including work papers and drafts, and make them available to the AUB upon request.

Notwithstanding these warranties and representations, if the manuscript contains any materials of which the Author is not the sole author and owner of all rights therein or any materials that have previously been published and copyright obtained in the name of a third party, the Author agrees to obtain, at no expense to the AUB, in the case of unpublished materials, a transfer of all rights therein, and, in the case of published materials, any and all permissions necessary for inclusion and use in the Work in all parts of the territory described in Paragraph 4. All transfers and permissions shall be satisfactory in form and content to the AUB and shall be delivered by the Author to the AUB no later than ninety (90) days after the date on which delivery of the manuscript is due according to Paragraph 1.

The Author shall indemnify the AUB and its transferees and licensees of rights in the Work and hold them harmless from any claim or proceeding (and any resulting expense or damage, including costs and reasonable attorneys fees) asserted or instituted by reason of any publication or sale of the Work and arising out of the content of the Work or any part thereof. The Author shall cooperate in the defense of any such claim or proceeding, and, during the pendency thereof, the Publisher may withhold payments due under this or any other agreement between the parties.

The representations, warranties, agreements, and indemnities set forth herein shall survive any termination of this Agreement.

4. Copyright

The Author transfers and assigns to the AUB the complete and entire literary property. Without limiting the generality of the foregoing, the AUB shall have the rights of first publication, reprint and republication (as many times and at such times as the AUB decides), translation and distribution, and all rights of any kind in all materials in the Work in all media (now or hereafter known) and languages in the United States and throughout the world; the AUB may exercise any rights directly or may license third parties to do so. The AUB shall have the sole and exclusive right to register copyright in the Work in the name of the AUB, in the United States or elsewhere. for the full terms of copyright and to obtain such renewals and extensions of any copyright as are provided by applicable law. The Author will execute any document, in addition to this Agreement, deemed necessary or appropriate for the AUB to facilitate copyright registration and recordation of transfers of copyright ownership and rights under copyright and the Author hereby authorizes the AUB to do so in the Author's stead as the Author's representative if the Author is unable or fails or refuses to do so. It is the policy of the AUB, upon receipt of a written request, to grant to an author the right to republish portions of the Work, without the payment of royalties but with appropriate credit to the AUB, including the AUB, copyright notice, in any scholarly journal or in a volume devoted exclusively to the works of such author or in a volume to which the Author is one of several contributors, and the AUB agrees that it will do so in the case of materials written by the Author that are part of the Work.

5. Ancillary Rights

The Author grants to the AUB the right to use the Author's name, picture, and biographical material in connection with the publication, promotion and sale of the Work. If the Author is not the sole author, the Author will obtain from all other authors as part of the transfer of their rights referred to in Paragraph 3, a similar grant as to their names, pictures, and biographical information, satisfactory in form and content to the AUB. Any use of names, pictures, and biographical material shall be such as the AUB determines is desirable.

6. Royalty

The AUB shall pay to the Author the following royalties [on sales of the Work in excess of 2.000 copies]:

a. On domestic sales of the Work in hardbound editions, ten percent (10%) of all monies paid to and received by the AUB from sales of the Work, less shipping and handling charges (if included in amounts billed) and sales or equivalent taxes, less returns, less allowances and discounts.

b. On domestic sales of the Work in paperback editions, ten percent (10%) of all monies paid to and received by the AUB from sales of the Work, less shipping and handling charges (if included in amounts billed) and sales or equivalent taxes, less returns, less allowances and discounts.

c. On domestic sales of the Work in electronic editions, five percent (5%) of all monies paid to and received by the AUB from sales of the Work, less shipping and handling or transmission charges (if included in amounts billed) and sales or equivalent taxes, less credits, less allowances and discounts.

d. On domestic sales of the Work to book clubs or in bulk outside ordinary trade channels and on sales at a discount of sixty percent (60%) or more from normal United States retail prices, the royalty rate will be half of that specified above.

e. On foreign sales outside Lebanon the royalty will be one-half the rate for domestic sales.

f. On sales, licenses, transfers or assignments to third parties of electronic rights of any kind in the Work or any part thereof, twenty-five percent (25%) of all monies paid to and received by the AUB and on sales, licenses, transfers or assignments to third parties of any other rights of any kind therein, fifty percent (50%) thereof.

g. If the AUB exercises any rights in the Work or any part thereof for which no royalty rate is specified above rather than contracting with third parties, the royalty rate, unless otherwise agreed by the AUB in writing, shall be eight percent (8%) of all monies paid to and received by the AUB.

h. For the purpose of keeping the Work in print for the maximum period of time, the Author hereby waives all royalties otherwise due according to the terms of Paragraph 6 (a), (b), (c), (d) and (e) for calendar years during which fewer than 150 copies of the Work are sold by the AUB. Sales of hardbound, paperback, and electronic editions are not to be combined for the purpose of these calculations.

i. No royalties shall be paid on copies of the Work sold at or below cost or distributed free of charge. The AUB shall render annual accountings of royalties as of December 31 of each year and shall send to the Author statements of account, accompanied by settlement of amounts due, on or before the April 30th following the end of the accounting period. The AUB may withhold from royalties a reasonable reserve against returns established by the AUB from time to time in view of prevailing returns experience and may deduct overpayments of royalties from amounts otherwise due if the reserve is inadequate. If less than $25.00 is due in any payment to the Author, the amount may be credited to the Author's royalty account and carried forward to the subsequent calendar year and not paid over to the Author.

Unless otherwise agreed, no royalties will be paid to third parties by the AUB; if the Author is not the sole author of the Work, the Author undertakes to make any and all payments to the other author(s) or holder(s) of the rights necessary to fulfill the terms of Paragraphs 3, 4 and 5 of this Agreement.

[The Author acknowledges that, in consideration of the AUB's undertaking publication of the Work, no royalties or other monies will be paid to the Author by the AUB from sales or licenses of the Work.]

7. Author's Copies

The AUB shall furnish to the Author, free of charge, twelve (12) complimentary copies of the edition of the Work as first published. So long as the Work is in stock, the Author may purchase from the AUB, at a discount established by the AUB from time to time, additional copies of the Work intended for the Author's own use or free distribution, but not for resale.

8. Out of Print

If at any time after the date of publication the AUB decides that demand does not justify continued publication of the Work, the AUB may declare the Work out of print and discontinue publication, notifying the Author of its decision. Upon the Author's request, after the effective termination date, the AUB shall transfer and assign to the Author the copyright and all rights herein granted to the AUB by the Author, subject to the right of the AUB to dispose of its remaining stock and subject to any rights that the AUB may have granted to third parties.

9. Revision of the Work

If the AUB decides that the Work should be revised, the Author shall revise it and shall supply such new matter as is necessary to maintain it in an up-to-date form. Except as otherwise specifically agreed between the AUB and the Author, the terms of the agreement for the revised Work shall be the same as the terms of this Agreement and where the word "Work" appears in this Agreement that word shall be deemed to refer to the revised Work. If the Author shall fail, refuse or be unable to revise the Work or to supply new matter in a timely manner and satisfactory in form and content to the AUB, whether through death or disability or otherwise, the AUB may engage a third party or parties to revise the Work. The AUB may deduct all costs of the revision from royalties on the revised work, if any, accruing to the Author according to Paragraph 6, or may reapportion the royalties or take such other steps as it determines are desirable to compensate the reviser(s).

10. Author's Alterations

The AUB agrees to pay the cost of all alterations acceptable to the AUB, in type and in plates, made by the Author or the Author's agent and varying from the manuscript as accepted for typesetting, up to an amount equal to five percent (5%) of the original cost of composition of the Work. For any amount in excess of the above allowance, the AUB shall have the right to bill the Author who shall make prompt payment, or the AUB may, at its option, charge the cost against the Author's royalties accruing according to Paragraph 6.

11. Contingencies

The performance of this Agreement by the AUB is subject to the doctrine of force majeure and the AUB shall not be liable to the Author for nonperformance or delays in performance caused by wars, civil riots, strikes, labor controversies, fires, acts of God, governmental restrictions, shortages of or inability to obtain adequate raw materials and transportation or communication services, or other circumstances, similar or dissimilar, which are beyond the control of the AUB and which render the performance or timely performance of this Agreement impossible or economically impracticable. Should such a condition of force majeure arise, the AUB shall have the right either to defer performance until the condition ceases to exist or to terminate this Agreement as if it were declaring the Work out of print subject to the terms of Paragraph 8.

12. Assignability

This Agreement shall bind and inure to the benefit of the Author during his/her lifetime and the successors and assigns of the AUB. All rights and obligations of the Author, other than the right to receive royalties, are personal and may not be assigned without the prior written consent of the AUB. Any attempted assigment by the Author in violation of the terms hereof shall be voidable by the AUB.

13. Option

In consideration of the AUB's undertaking to publish the Work that is the subject of this Agreement, the Author hereby grants to the AUB the option to publish the Author's next work, whether of similar nature or otherwise. The Author shall, upon completion of the next work, promptly submit the manuscript thereof in the manner specified in Paragraph 1 to the AUB and shall not submit the manuscript to third parties until the AUB has notified the Author of its decision. If the AUB fails to notify the Author within sixty (60) days of the date of submission that it wishes to exercise its option to publish, the AUB shall be deemed to have refused the manuscript and the Author shall be free to submit the manuscript to third parties. If the AUB notifies the Author within such period that it does wish to publish, the parties shall negotiate in good faith the terms of publication. If they fail to reach agreement within a further sixty (60) days, the Author may submit the manuscript to third parties.

14. General Provisions

All notices required or permitted to be given under this Agreement shall be in writing addressed to the parties at their last known address and delivered by hand with a copy thereof signed by the recipient or by registered mail with acknowledgement of recipient. This Agreement constitutes the entire understanding of the parties, there being merged herein all prior collateral negotiations, representations, understandings, and agreements. No modifications or amendments of this Agreement or waivers of any of its provisions shall be valid unless in writing signed by the party sought to be held to the terms thereof. This Agreement shall be interpreted according to the laws of the Republic of Lebanon and be submitted to the jurisdiction of the courts of the city of Beirut, Lebanon for the resolution of disputes, regardless of the place of execution or performance of this agreement.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first above set forth.

American University of Beirut

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