Essential 10 Ltd. (“Essential10”) appreciates the opportunity to work with you as an author and publish your book or books as an eBook. An eBook is any work that is offered for sale in digital form. This Author Publishing Agreement establishes our relationship with you.

1. Parties

This Author Publishing Agreement is between you, the author (“Author” or “you”) listed at the end of this Agreement, and Essential10 Ltd., a Colorado Limited Liability Company with its principal office at 15400 W. 64th Avenue, 9E-147, Arvada CO 8007 (“Publisher” or “Essential10” or “us) for the book or books listed at the end of this Agreement ( “Your Book”).

2. License to Publish

You give us the non-exclusive, worldwide license to use, reproduce, modify, distribute, transmit and store Your Book, in whole or in part, and any compilations and collective works that include all or part of Your Book, in the eBook format.

You also give us the right to store, use, transmit, distribute, and make excerpts from Your Book viewable on our website, or partner websites that have entered into agreements with us, in order to help us sell Your Book. This grant includes our vendors and affiliates.

3. Electronic Storage

You give us the right to store, use, transmit and distribute electronic copies of Your Book as required to help make the printing and distribution process run well. This grant includes our vendors and affiliates.

4. Copyright and Other Rights You Keep

You own the copyright to Your Book. You are solely responsible for filing the copyrights and any other intellectual property you see fit with the appropriate governmental bodies. It is your sole responsibility to put a copyright notice on the copyright page or some other prominent page in Your Book. All other rights not expressly granted to us are reserved to you.

5. Term – How Long This Agreement Lasts

Our rights under this Agreement last for three (3) years after the date we first offer Your Book for sale through our website. After that, this Agreement will automatically renew for consecutive one (1) year terms if neither party gives at least thirty (30) days advance written notice to the other party, prior to the end of the then-current term.

6. Your Right to Terminate this Agreement

You have the right to terminate this Agreement, effective thirty (30) days after we have received a written termination notice from you; such termination notice may be in email form.

7. Royalties

We will pay you royalties based upon the sales of Your Book as set forth in Schedule A to this Agreement.

8. Royalty Payment

We will pay you four times a year if you are owed royalties based upon the sales of Your Book. We will pay you within sixty (60) days of the end of each calendar quarter. We will post related royalty statements to your MyEssential10 Account on our website. However, if the royalty payment we owe you in a single calendar quarter is less than twenty-five U.S. Dollars ($25) that amount will be applied to the next calendar quarter until the royalty payment we owe you is at least that amount. Once it is, we will pay you the amount you earned on these terms.

For example, if we owe you $1,000 in royalties that you earned in the first quarter which ends on March 31st. We will pay you $1,000 by May 30th of that same year. However, if in the first quarter you earned $20 in royalties, then we would not pay you a royalty at that time. Then if you earned $75 in royalties in the second quarter, we would then pay you $95 no later than August 30th.

The specific royalty percentages paid to you will vary and depend upon the publishing package you select at the time you purchase your Author Package.

9. How to Submit Your Book

Please follow all the procedures to submit Your Book as outlined in Schedule A to this Agreement.

10. How We Accept Your Book

We reserve the right, in our sole discretion, by giving written notice to you, not to accept a submission upon receipt. In such event, we will refund your submission payment. We have no obligation to return the information you submitted although we will delete all files relating to that submission.

11. Publication

We intend to publish Your Book to the Essential10 Bookstore within three (3) days after receipt of all required materials. If we do not publish Your Book to the Essential10 Bookstore within thirty (30) days after we receive all the required information from you, then this Agreement shall terminate and all rights herein granted shall revert to you. The publication of Your Book to other devices such as the iPhone, Kindle, Sony Reader, Nook or other devices that may become available from time-to-time, shall be determined by the respective requirements of such other companies that provide such devices.

12. Formats Your Book Will Be Published In

We will publish Your Book ONLY in an eBook format. If you want to have a hardcover or paperback version of Your Book, we may make that service available to you in the future from our website. That service will NOT be provided by us. It will be provided by a third party. You will have to enter into a separate agreement with that third party to get Your Book published in one or more of those formats. Those third parties will charge you for this service.

13. IBSN Number

For an additional charge, we will secure a unique IBSN for Your Book. Additionally, each eBook shall have an EBSN Number that is used for our internal tracking purposes.

14. Author Copies

You are eligible to receive free copies as provided in Schedule A to this Agreement.

15. Information We May Put on Our Web Site

We may post pertinent information regarding you and Your Book on our website. The information may include, but is not limited to, the title, your biographical information, description of Your Book and its price. We also may post additional information that may help promote you and Your Book.

16. Publisher Bankruptcy

If we start bankruptcy proceedings, all rights to Your Book shall immediately revert to you.

17. Our Right to Terminate This Agreement

If we give you thirty (30) days advance written notice, then we can terminate publication of Your Book without cause. If we do this, the rights to Your Book immediately revert to you.

We also reserve the right to terminate this Agreement and to discontinue publication of Your Book at any time, effective upon forwarding written notice to you, if, in our judgment, Your Book may subject us to the risk of litigation or other adverse commercial consequences. If we give you this notice prior to publication, we will refund all amounts you paid us. Neither party then will have any further obligations to the other except that your representations, warranties and indemnities set forth in Paragraphs 18 and 19 shall survive the termination of this Agreement. We will pay any accrued royalties due you within sixty (60) days of the end of the calendar quarter during which we stopped selling Your Book.

18. Author Warranties

You represent and warrant the following to us: (i) you are the sole author of Your Book and the sole owner of the copyright in it; you are the sole owner of the copyright in any associated cover or interior graphics supplied by you for Your Book or you have has secured written permission that you will give us together with any required third party credits to use the same in Your Book; and you have full power, authority and right to enter into this Agreement and to grant the rights herein granted; (ii) this Agreement does not conflict with any arrangements, understandings, or agreements between you and any other person or entity; (iii) Your Book 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) Your Book and all rights therein are free of liens, claims, interests or rights in others of any kind; (v) Your Book as submitted, and its publication by us, 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) Your Book is not defamatory or obscene, or in any other way illegal; and any recipes, formulae, instructions, or recommendations contained in Your Book are not and will not be injurious to any reader, user, or any third person; and (vii) all information in the book you submitted is accurate.

19. Author Indemnification

You agree to indemnify and hold harmless us, our affiliates, and any seller of Your Book 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 in Paragraph 18 above. All representations, warranties and indemnities made by you herein shall survive termination of this Agreement. “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 we extend our representations and warranties to in connection with the production, dissemination, transmission, promotion, publication, or distribution of Your Book or the exercise of any rights therein or derived there from. In defending any such claim, action or proceeding, we shall have the right to defend it with attorneys we choose and to settle the same and you shall fully cooperate in the defense.

20. Notices

All notices will be given in writing and sent by fax or overnight courier, (e.g., FedEx, UPS, Airborne Express, or DHL) to your address and fax number specified below and to our addresses and fax number displayed at our website on the date of the notice. Faxed notices will be deemed given on the date of transmission, provided that for faxed notices the party giving the notice must have evidence showing the successful transmission. Notices sent by overnight courier shall be deemed given two days after the date of delivery to the courier. Notwithstanding the foregoing, e-mail notices may be used for matters involving publication of the Your Book.

21. Additional Documents

You agree to complete and execute the title submission form and author biographical sketch and all additional documents that we reasonably requested to confirm and effectuate this Agreement.

22. Copyright Infringement

If during the term of this Agreement the copyright in the Your Book is infringed, you hereby authorize us at our sole expense to commence an action for copyright infringement in your name. Any recoveries from such litigation shall be applied first to reimburse us for our expenses incurred in such litigation and thereafter any remaining balance shall be divided equally between you and us. We shall have no liability to you if we elect, in our sole discretion, not to commence such an action. If we do not bring such an action, you may do so at your sole expense. Any recoveries from such litigation shall be applied first to reimburse you for your expenses incurred in such litigation and thereafter any remaining balance shall be divided equally between you and us.

23. Amendments

We may amend this Agreement, including but not limited to amendments to the royalty payment structure and timing, at any time with thirty (30) days electronic or written notice to you. Such notice may be made to you via electronic mail, facsimile, or postal mail. You will be deemed to have accepted and agreed to these amendments unless you submit a written request to terminate this Agreement via written notice to us at our address displayed on our website on the date of the notice within thirty (30) days of the notice of the
amendments, which shall be your sole and exclusive remedy in the event of your disagreement to the amendments.

24. General Provisions

This Agreement shall be governed by the laws of the State of Colorado, without regard to conflict of laws rules, and shall be binding upon your heirs, executors, administrators and assigns and upon the successor and assigns of us. Any assignment by you without our prior written consent, such consent not to be unreasonably withheld, shall be null and void. We may assign this Agreement. 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 together with the portions of our website referred to above and in Schedule A represent the complete understanding between the parties as to its subject matter and supersede all prior understandings, if any, as to its subject matter. No modification, amendment, or waiver shall be valid or binding unless made in writing and signed by all parties hereto.

Date of last update: November 7, 2009

Schedule A

1. Royalties

On all sales by us of eBook formats of Your Book, we will pay you a royalty equal to the percentage of the payments we actually receive from the sales of eBook copies of Your Book, less any distribution and technology fees, taxes and returns. Royalties will not be paid on copies provided free of charge. The specific percentage to be paid is determined by the Author Package you select and pay for on our website. We will make all payments to you through PayPal.

2. Submissions

Online submissions are made at our web site. You must upload all the required information requested during the online submission process.

You must submit in one package a fully completed current Essential10 Book Submission Form, including a copy of your book in an electronic format and all graphics (if you choose to provide) in an electronic format listed as acceptable on our website.

The package must be submitted electronically. No hardcopy submissions are allowed.

We are not responsible in any manner for materials we don't receive.

3. Payments

Payment for online submissions and related fees must be made using PayPal. The fees for publishing and related services shall be based on the current information displayed on the submissions area of our website. We may change the fee structure, at any time, in our sole discretion. In the event that a fee is established based on input from you, the fee can be reviewed by us. If we believe the fee structure should be higher or lower than the pricing estimated based your input, we will contact you to discuss the matter. However, you have the right to retain the price you originally chose.

4. Free Copies

You shall be entitled to three (3) free copies of the eBook edition of your upon our initial release of such edition for sale.

5. Annual Account Maintenance

After we have made Your Book available for purchase for the first twelve (12) month period, we have the right to charge an annual account maintenance fee for each version of Your Book for each additional twelve (12) month period that Your Book remains available through us. The fee will be based on the current information displayed, on our website at the time of the charge. This annual fee shall never be more than fifteen U.S. Dollars ($15.00). We may either deduct the Account Maintenance Fee from any future royalty payments due you or separately charge your MyEssential10 Account.

Date of last update: November 7, 2009