MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:     

            THIS AGREEMENT, executed this _____ of __________ in the City of Pasig, Philippines, by and between —

________________________, Filipino, of legal age and resident of ____________________________________ (hereinafter called the FIRST PARTY);

and

ANVIL PUBLISHING, INC., a corporation duly organized and existing under and by virtue of the laws of the Philippines, with principal office at 8007-B Pioneer St., Bgy. Kapitolyo, Pasig City, represented in this act by its General Manager, CECILIA R. LICAUCO hereunto duly authorized (hereinafter called the SECOND PARTY):

W I T N E S S E T H:

            THAT WHEREAS, the FIRST PARTY is the sole and exclusive owner by intellectual creation of that unpublished work entitled:

the corresponding application for copyright registration of said Work (under R.A. 8293) for which shall be applied for by the SECOND PARTY in the name of the ________________; and the parties hereto have agreed on the exclusive publication, distribution and sale of the above-mentioned work by the SECOND PARTY under the terms and conditions hereinunder set forth;

            NOW, THEREFORE, in consideration of the foregoing premises, the parties hereto have mutually agreed and stipulated as follows:

            1.  The FIRST PARTY does hereby declare and constitute the SECOND PARTY, and the latter is hereby empowered to act, as the exclusive publisher and distributor of the above-stated work for such period of time as the SECOND PARTY may desire, taking into consideration the commercial demand of said work.

            2.  The SECOND PARTY, at its own cost and expense shall cause to be printed and completed in merchantable form an initial printing under this contract of _____________________________ copies of said work, and such subsequent reprinting thereof on such date and for such number of copies as may be decided upon by said SECOND PARTY.  The SECOND PARTY shall have the right to determine, in consultation with the FIRST PARTY, the format, cover, kind of paper, binding and stitching, typeface, the logo inscriptions and other indications on the cover, title page and copyright page, the cover design and color thereof, the choice of the printer and all other printing details, provided that the same are in accordance with the laws and regulations on the matter, and, for purposes of compliance therewith, the SECOND PARTY may suspend the printing and/or sales of said work until all the requirements shall have been complied with.  The FIRST PARTY shall approve the final proofs within such time as may thereafter be indicated by the SECOND PARTY, taking into consideration the need for the published work and the exigencies in the printing thereof.  No book shall be printed without the written approval by the FIRST PARTY of its cover, complete blueprint, and copyright pages and such portions of the work as may be decided by the SECOND PARTY.
            Any expenses in production which may be incurred as a result of changes in the page proofs or blueprint imposed by the FIRST PARTY even after these had been approved and signed by him will be shouldered by the FIRST PARTY.

            3.  The SECOND PARTY shall have the right to determine, from time to time, the retail and wholesale prices of said work, the discount to be given, the complimentary copies to be furnished which shall not exceed TEN (10) copies, as well as such advertisement, media and promotional arrangements as may enhance the sale of said work.  Complimentary copies actually given or distributed and copies required to be submitted to Government offices under present or future legislations or regulations shall not be considered nor included in the computation of royalties that may be due to the FIRST PARTY.

            4.  The manuscript shall be delivered by the FIRST PARTY to the SECOND PARTY in complete form, together with the pictorial illustrations, charts, graphs, tables or other visual aids, if any.  The SECOND PARTY shall have the right to reject and/or require the revision of said manuscript and, in the latter case, to set the date for the re-submission thereof with the required revisions should the said manuscript, in the opinion of the SECOND PARTY, not be textually, substantially or editorially in accordance with the agreement or the contemplation of the parties hereto.  Notwithstanding the perfection and/or execution of this agreement, should a change of laws, government regulations, or other social, economic or supervening and compelling circumstances render the work obsolete, obsolescent and adversely affect its commercial viability or public demand the SECOND PARTY may suspend the printing and manufacture thereof unless, by the necessary and proper revision or amendment of the manuscript such could be made commercially acceptable to meet the changes or new circumstances; or the SECOND PARTY may altogether discontinue the printing and publication of said work and return the manuscript thereof to the FIRST PARTY and, in this event, neither of the parties hereto shall have claim against the other under this agreement which shall thereby be considered automatically terminated.

            5.  The SECOND PARTY shall pay the FIRST PARTY as royalty a sum equivalent to FIFTEEN PERCENTUM (15%) based on net price (retail price less the 30% discount) for each copy of the book actually sold, such royalty accompanied by a sales report, shall be remitted (FIRST PARTY has an option to convert it to books) not later than March 31 a year after the book has come out and every year thereafter while this contract is in force.  The FIRST PARTY shall have the right to examine, at his expense, the records of sales of said work at the establishment of the SECOND PARTY upon prior notice and during reasonable office hours. 

            6.  The FIRST PARTY shall not during the effectivity of this agreement, prepare, edit, print, publish or sell any copy of the work subject of this agreement or any other work similar or analogous to or which may be competitive with the same, whether in a revised, abridged or other form nor cause any of said acts to be done indirectly or directly; nor shall the FIRST PARTY do or cause to be done any act which may adversely affect the commercial value of the aforesaid work or which may prejudice the rights of the  SECOND PARTY under this agreement; and in case of sale or any disposition by the FIRST PARTY of their right in said work, the FIRST PARTY shall impose upon the vendee, grantee or transferee therein the obligation to respect, protect and preserve the rights of the SECOND PARTY under this agreement.  The FIRST PARTY warrants he has not heretofore performed any of the acts specifically prohibited in this paragraph nor violated any of the terms of this agreement, and shall upon request therefore by the SECOND PARTY protect by all legal means and at his expense the rights of the SECOND PARTY under this Agreement. Should the FIRST PARTY desire thereafter to cause the publication and distribution of other or revised editions, adaptations, reproductions, abridgements or teacher’s guides of said work, the SECOND PARTY shall have the right of first offer and refusal thereof and should the SECOND PARTY refuse said offer, the FIRST PARTY shall not, directly or indirectly, cause the publication and/or sale of said revised or other editions until after one year to allow the SECOND PARTY to exhaust the stock/inventory of the work thereof published and being distributed by the SECOND PARTY under and by virtue of this agreement or any extensions thereof.

            7.  The FIRST PARTY expressly warrants that the work subject of this agreement does not contain any matter which in law may be considered plagiarized, pirated, libelous, or in any manner violative of the laws, decrees, general orders, letters of instruction or rules and regulations issued by the duly constituted authorities; that the said work does/do not infringe upon any copyrights or violate any contractual or property rights of third persons, and that the FIRST PARTY undertakes to indemnify for damages and/or hold harmless the SECOND PARTY from any liability in case of any breach of this warranty. The FIRST PARTY assumes sole and complete responsibility and liability for any complaint or controversy regarding the contents of said work.

            8.  The FIRST PARTY hereby expressly agrees, acknowledges and affirms that his express warranties in the preceding paragraph constitute a controlling cause and principal inducement for the execution by the SECOND PARTY of this agreement, that said SECOND PARTY acted in full reliance thereon and without any knowledge whatsoever of any preexisting breach of said warranties by the FIRST PARTY and that the said SECOND PARTY has not aided or abetted the publication of the work/s subject of this agreement for the purpose of infringing upon or violating any right of any third party.  In the event of any civil, criminal, administrative or any other proceeding arising from a breach of said warranties to the damage or prejudice of any third party, the FIRST PARTY hereby specifically warrants and undertakes to affirm and testify to the foregoing facts and absolve the SECOND PARTY of any participation in such infringement or violation.

            9.  BOTH PARTIES agree that all the terms contained in this Agreement shall be deemed as conditions, as well as covenants, the breach of any of which shall be ground for the termination of this agreement. The failure of EITHER PARTY to insist upon the strict performance of any of the foregoing terms and conditions shall not be deemed a waiver of their rights or remedies, and no waiver of their rights shall be deemed to have been made unless the same be in writing and signed by its authorized representative.

            IN WITNESS WHEREOF, the parties hereto have signed these presents at the place and on the date first above written.

                                                                             ANVIL PUBLISHING, INC.
                                                                             Second Party
                                                                             By:
                       
____________________                                              CECILIA R. LICAUCO
First Party                                                                             General Manager
TIN _________________

SIGNED IN THE PRESENCE OF:

 

KARINA A. BOLASCO                                                      GWENN A. GALVEZ

REPUBLIC OF THE PHILIPPINES)
C   I   T   Y     O   F      P   A   S   I   G)S.S.

            BEFORE ME, a Notary Public in and for the City of _____, Philippines, this _____ day of __________, 20 ____ personally appeared CECILIA R. LICAUCO with Res. Cert. No. _________ at ______ on _____________, in her capacity as General Manager of Anvil Publishing and ___________________ with Res. Cert. No. ________________ issued at ________________ on ___________________; all known to me and to me known to be the same persons who executed the foregoing instrument and they acknowledged to me that the same is their free and voluntary act and deed and the free and voluntary act and deed of the corporation herein represented.

            WITNESS MY HAND AND SEAL on the date and at the place first above written.

                                                                                                         NOTARY PUBLIC
Doc. No. _____
Page No. _____
Book No. _____
Series of. _____