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Nilacharal Ltd

18 Collingwood Road Crawley, RH10 7WG United Kingdom Phone: 0044 1293888447 Email: nila@nilacharal.com This agreement is entered into between Nilacharal Limited (Business Registration Number: 5755131), 18 Collingwood Road, Crawley, RH10 7WG, United Kingdom (Publisher) and P. _______ (Author) residing at, ..............on 2nd March 2011 for Authors Work(s) titled: ____________ (EBook Name) The Author and the Publisher agree it as follows: Exclusion: This agreement does not cover any of the other writings of the author except the Work(s) mentioned above 1. License to Publish i) Author supplies the Work(s) in electronic format agreed with the publisher and grants to the Publisher the exclusive, worldwide license to publish and sell the Work(s) in all electronic media and all electronic formats, in whole or in part, in whatever language the submitted work is in. ii) Electronic versions of the Work include, but are not limited to: CD-ROMs, DVDs, and other magnetic or optical storage media; multimedia in all forms, electronic databases, online distribution, satellite distribution, eBooks, and any other device for electronic reproduction, distribution, or transmission. Publisher may make the Work(s) available for online viewing in electronic formats to allow individual readers to browse the material. If the Publisher charges for this service, the Author will receive the royalty as clause 13 iii) The Author also grants to the Publisher the right to make the Work(s) viewable on the Publisher's Web site, or partner Web sites that have entered into agreement with the Publisher, in order to facilitate sales of the Work(s). iv) Publisher retains all digital property and ownership related to all completed production data and files. v) The Author retains the right to publish excerpt all or portions of the Work for promotional use on his/her personal Internet web site, with no restriction upon length of time the excerpt(s) may be posted. vi) The license for the Work(s) shall extend until terminated by the Author or the Publisher. The Author or the Publisher may terminate this Agreement as indicated in cl.18 and 19 of this agreement 2. Storage and Hosting Author grants to the Publisher the right to store, use, transmit and distribute electronic copies of the Work as required to facilitate the development and distribution process. This grant includes the Publisher's vendors and affiliates. 3. Author Warranties Author represents and warrants the following to the Publisher: (i) Author is the sole owner of the Work(s) and has the full power, authority, and right to enter into this Agreement; (ii) this Agreement does not conflict with any arrangements, understandings, or agreements between the Author and any other person or entity; (iii) the Work(s) is not in the public domain and is entirely original except for portions thereof for which legally effective written licenses or permissions have been secured; (iv) the Work(s) and all rights therein are free of liens, claims, interests, or rights in others of any kind; (v) the Work(s) as submitted, and its publication by the Publisher, do not and will not violate or infringe upon any personal or proprietary rights, including without limitation, copyrights, trademark rights, trade secret rights, contract rights, privacy rights, or publicity rights of any other persons; (vi) the Work(s) is not defamatory or obscene, or in any other way illegal; and any recipes, formulae, instructions, or recommendations contained in the Work(s) are not and will not be injurious to any reader, user, or third person.

Author completely and wholly accepts responsibility for the content of the Work(s). 4. Publisher agrees to secure permission for use of any copyrighted material that will be added to the electronic Work covered by this Agreement, and ensures that these added elements will not infringe on existing copyrights or the rights of others. 5. Publisher holds Author harmless from litigation resulting from breach of warranty or other fault of the Publisher. 6. If during the life of this Agreement the copyright in the Work(s) in the Publishers' reasonable opinion is infringed by a third party, the Publishers will notify the Author and give the Author the option of taking action in the Author's own right at the Author's own expense with the Author having the right to any recoveries. The provisions of this Clause will apply only to the extent of the copyright interest in the Work(s) granted to the Publishers under this Agreement. 7. Publisher may not assign this electronic publication/selling agreement to another publisher without the Author's express written consent who will not withhold or delay that consent unreasonably. 8. Author will receive appropriate credit as Author of the Work(s) or underlying Work(s). 9. Author agrees to allow the Publisher to perform certain minor script editing (abridgement of the text, sentence restructuring, correcting spelling and grammar errors, etc.) without significantly changing the characters, plot or pertinent facts. 10. Publication Format Publisher shall have full discretion as to price, production appearance and format of the Work(s). Publisher will retain final discretion over style and formatting of Work(s) and its cover with Author acknowledging that Author may not utilize the formatted Work(s) and cover with any other publisher, if Publisher or Author ceases publication of Work(s). 11. Publisher will not be responsible for retrieving the Work(s) or for any sales of Work(s) in possession by an entity other than Publisher. Publisher will not be liable for delays, errors or non-performance of any services caused by any third party vendor or supplier of Publisher. 12. Publisher cannot guarantee sales of any editions of Work. Publisher has made no guarantees or promises as to the minimum success of the promoting Work(s) or the amount of book sales. Publisher has no control over the purchasing decisions of consumers and is not liable to anyone if Work(s) does not sell to Author's expectations. 13. Royalty i) Publisher agrees to pay Author royalties based on the following terms: 20% of the RETAIL PRICE for each unit sold directly from the Publisher's website. 20% of the NETT Value received by the publisher (NETT VALUE = order value commission - discount) when sold through other sources. However, if the author failed to supply the contents in the agreed digital format, the Publisher will deduct the expenses incurred by them to convert the contents to the agreed format from the royalty payment to the author. ii) No royalties shall be paid on copies furnished free of charge to media reviewers, or for use in advertising or promotion of The Work(s). Publisher reserves the right to distribute the Work(s) free of charge for these purposes. iii) Royalty payments shall continue for the duration of the copyright, and not beyond. iv) Upon the Author's death, royalties shall be paid to the Author's legal heir(s) and shall continue for the duration of the copyright, and not beyond. v) After publication of the Work the Publishers will prepare royalty statements annually unless no sales have taken place or less than 10 (GBP) has been earned in a year. If no sales have taken place or less than 10 (GBP) has been earned in a year, no statement will still be sent and any amount due will be carried forward to the next royalty statement in the subsequent year. If more than 10 has been earned in a year, a statement will be sent by email

or post to the author, with payment for any royalties due paid by cheque drawn on a UK bank and sent by post to the Authors postal address. 14. If the Author writes another work which is a sequel to the Work covered in this Agreement, using an identical theme and/or major characters that are contained in the Work covered by this Agreement, Publisher shall enjoy a right of first refusal to publish the subsequent work in eBook format, under mutually agreed-upon terms. Publisher must exercise this right of first refusal within 30 days of receiving the work from the Author. If Publisher elects not to publish the subsequent work, Publisher relinquishes all claims on that subsequent work. 15. If published, the author shall receive 1 (one) copy of the published work(s) in whatever format it is published. Author shall have the right to purchase more copies of the Work at a discount of 20%. Author payments must be made in advance. The Publisher is not required to pay royalties on any direct sales to Author of the Work. 16. The Author shall not sell or distribute or make the copy of the published Work(s) supplied by the publisher. 17. The Publisher is not obliged to the author in anyway to take action against the buyer that violates the terms of use agreement. 18. Author Cancellation Author has the right at any time to cancel this agreement with thirty (30) days advance written notice to the Publisher. If the Author chooses to cancel, the Publisher will have the nonexclusive right to exercise the licensed rights granted in clause 1 above or related addenda for three (3) years following the receipt of the cancellation notice and the Publisher will pay royalty as given in clause 13- i for this period. This however shall not in any way affect the sales the Publisher has made when this license is in force. 19. Termination by Publisher Upon giving thirty (30) days advance written notice, the Publisher may terminate publication of the Work(s) without cause, at which point the rights to the Work(s) immediately revert to the Author. The Publisher may also immediately suspend or terminate the publication of the Work upon acquiring knowledge of an actual or potential liability claim relating to the Work(s). The Publisher shall pay any accrued royalty income due the Author within ninety (90) days after the end of the month during which Publisher stops selling or distributing the Work(s). 20. If either party believes that the other is in material breach of this Agreement, that party may give written notice to the other that this Agreement may be terminated if the breach is not remedied within sixty days. 21. Indemnification Author agrees to fully indemnify, defend, and hold harmless the Publisher and its Affiliates from and against any losses, lost profits, damages, liabilities, judgments, awards, decrees, settlements, or expenses (including without limitation, reasonable attorney's fees and court costs) arising from, connected with, or by reason of any breach or alleged breach of any of the representations and warranties set forth above, but the Author shall not be liable for any matter inserted in the Work by the Publisher or its licensees. All warranties and indemnifications made by the Author herein shall survive termination of this Agreement or any license hereunder. "Affiliates" means owners, shareholders, officers, directors, employees, parents, subsidiaries, affiliated companies, licensees, distributors, advertisers, Internet service providers, attorneys, and accountants and any other person or entity to whom Publisher extends its license or warranties to in connection with the production, dissemination, transmission, promotion, publication, or distribution of the Work or the exercise of any rights therein or derived there from. 22. BANKRUPTCY AND INSOLVENCY If a petition in bankruptcy shall be filed by or against the Publisher, or if it shall be judged insolvent by any court, or if a Trustee or a Receiver of any property of the Publisher shall be appointed in any suit or proceeding by or against the Publisher, or if the Publisher shall make an assignment for the benefit of creditors or shall take the benefit of any bankruptcy or insolvency Act, or if the Publisher shall liquidate its business for any cause whatsoever, this agreement shall terminate automatically without notice, and such termination shall be effective as of date of the filing of such petition, adjudication, appointment, assignment or declaration or commencement of reorganization or liquidation proceedings, and all rights granted hereunder shall thereupon revert to the Author. 23. DISPUTES If the Publisher is in any way in breach of this contract and fails to remedy the breach within 60 days from written notice by the Author, or if the Publisher ceases business as an electronic publisher, then all rights assigned to the publisher under this agreement will revert to the Author. In the event of any dispute or disagreement regarding this agreement, the parties agree that common sense should prevail, and that if necessary an independent person or

persons mutually agreed upon by both parties can be called upon to make a decision which is binding upon both parties. This agreement shall be governed by and interpreted in all respects in accordance with the law of England. 24. Any amendment to this agreement will be communicated to the Author by email. Its the Authors sole discretion to continue or terminate the Agreement after reviewing the amendments.

25. General Provisions This Agreement is the entire and only agreement between the parties relating to its subject matter. It supersedes any and all previous agreements and understandings (whether written or oral) relating to its subject matter and may only be amended in writing, signed on behalf of both parties.

This agreement shall be governed by and interpreted in all respects in accordance with English Law as a contract fully executed, without regard to conflict of laws rules, and shall bind and benefit the applicable heirs, successors, assigns, and personal representatives of the parties hereto, though Author may not assign this Agreement or any rights or obligations hereunder, by operation of law or any other manner, without the Publisher's prior written consent, such consent not to be unreasonably withheld. If any term or provision of this Agreement is illegal or unenforceable, then, nonetheless, this Agreement shall remain in full force and effect and such term or provision shall be deemed deleted or curtailed only to such extent as is necessary to make it legal or enforceable. This Agreement represents the complete understanding between the parties as to its subject matter and supersedes all prior understandings, if any, as to its subject matter.

By signing below, you acknowledge that you have read, understand, and approve all the terms and conditions in this Agreement and agree to be bound by its provisions.

Nirmala Raju

(Author Name)

Director Nilacharal Limited

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