Settlement Agreement and Release

This settlement Agreement and Release ("Agreement" or "Settlement Agreement") is made this 8th Day of March 2005, by and between PublishAmerica, LLLP (“Publisher”), and Lisa Maliga (“Author”) who shall collectively be identified as the “Parties” herein.

Recitals

WHEREAS, Publisher and Author entered into a contract whereby Publisher agreed to publish Author’s book, North of Sunset (the “Work”), according to the [contract date] agreement (“Publishing Contract”).
WHEREAS, all parties are desirous of terminating the Publishing Contract.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Mutual General Releases
In consideration of the agreements and covenants contained herein, Author, on behalf of himself, his predecessors, successors, assigns, affiliates, heirs, family members, administrators, executors, trustees, directors, officers, employees, partners, attorneys, agents, representatives, and associates hereby fully and forever releases, remises, acquits and discharges Publisher, and their predecessors, successors, assigns, affiliates, heirs, family members, administrators, executors, trustees, directors, officers, employees, partners, attorneys, agents, representatives, and associates from any and all claims, demands, liabilities, actions or causes of action of any kind of character, at law or in equity, whether known or unknown, accrued or not, present or future, in connection with, arising out of or in any way involving the Publishing Contract including any pre-contract and post-contract representations.
In consideration of the agreements and covenants contained herein, Publisher, on behalf of themselves, their predecessors, successors, assigns, affiliates, heirs, family members, administrators, executors, trustees, directors, officers, employees, partners, attorneys, agents, representatives, and associates hereby fully and forever releases, remises, acquits and discharges Author and his predecessors, successors, assigns, affiliates, heirs, family members, administrators, executors, trustees, directors, officers, employees, partners, attorneys, agents, representatives, and associates from any and all claims, demands, liabilities, actions or causes of action of any kind of character, at law or in equity, whether known or unknown, accrued or not, present or future, in connection with, arising out of or in any way involving the Publishing Contract including any pre-contract and post-contract representations.

2. Transfer of Publication Rights and Release of Publication Obligations
In consideration of the agreements and covenants contained herein, all terms of the Publishing Contract except the arbitration provisions are deemed terminated and of no further force or effect. All rights to publish, sell or export, or cause to be published, sold or exported, the Work, including but not limited to print of book publication, motion picture, film, video, television and/or any other electronic or computer video medium are deemed released and revert back to Author.
Publisher is deemed released from all their obligations under the Publishing Contract (or any other duty implied by law), including the obligation to manufacture, market, advertise or distribute the Work. Author is deemed released from all his obligations under the Publishing Contract.

3. Confidentiality and Non-Disparagement Provision
Each party acknowledges and agrees, promises, covenants and warrants that from this time forward they will not at any time exhibit, reveal or show this Agreement (including drafts) or its contents to a third party, or another publisher, unless compelled to do so by a court of competent jurisdiction or to the party’s attorney, who may only show Paragraphs 1 and 2 of this Agreement to another publisher as proof that the Author is in full possession of all rights to the Work. Author agrees that he, his agents, attorneys, employees or family members will only represent that the relationship between Author and Publisher was “dissolved amicably” and will not disparage Publisher in any manner whatsoever, or host, maintain and/or post a message to any Internet web sites and/or message boards in which the content disparages Publisher in any manner whatsoever. Publisher agrees that it, its agents, attorneys, and employees will only represent that the relationship between Author and Publisher was “dissolved amicably” and will not disparage Author in any manner whatsoever, or host, maintain and/or post a message to any Internet web sites and/or message boards in which the content disparages Author in any manner whatsoever.
If suit is filed to enforce any part of this Confidentiality and Non-Disparagement Provision, or otherwise seek redress for breach of this Provision, the prevailing Party or Parties shall be entitled to recover all his/her/their attorneys’ fees relating to the dispute as well as liquidated damages of Five Thousand Dollars ($5,000.00) for each instance.

4. Entire Contract
This Agreement constitutes the entire understanding of the parties hereto, and they shall not be bound by any terms, covenants, conditions or representations not expressly contained in this Agreement.

5. Modifications Only By A Writing
Any modification, novation, waiver or amendment of any of the terms of this Agreement shall not be effective unless in writing and signed by the parties. A failure of a party to insist upon the strict performance of any provision of this Agreement in any one or more instances shall not be construed as a waiver or relinquishment of right to insist upon strict compliance with such provision in the future.

6. No Admission of Liability
The parties understand and agree that nothing in this Agreement shall be construed or taken as an admission of liability on the part of any of the Parties.

7. Counterparts
This Agreement may be signed in counterparts.

8. Attorney’s Fees
The parties agree that if it becomes necessary for one party to incur attorney fees in order to enforce any provision of this Agreement, the breaching party will be obligated to pay the attorney fees and any other costs incurred by the party required to enforce the agreement.

9. Arbitration
The parties agree that if it becomes necessary for one party to incur attorney fees in order to enforce any provision of this Agreement, the breaching party will be obligated to pay the attorney fees and any other costs incurred by the party required to enforce the agreement.

10. Governing Law
This Agreement shall be construed according to the internal laws (and not the law of conflicts) of the State of Maryland, regardless of the domicile of any party.

11. Reliance
The parties further agree and understand that this Agreement is made without reliance upon any statement or representation by the parties or their representatives, which is not contained herein, the making of any such statements or representations being specifically denied.

12. Headings
Any headings preceding the text of any of the paragraphs in this Agreement are inserted solely for convenience or reference and do not constitute a part of the Agreement, nor shall they affect the meaning, construction or effect of any of the paragraphs of the Agreement.

13. Gender
Whenever the masculine gender is used herein, it shall also mean the feminine gender, where appropriate, and the plural shall mean the singular, and vice versa, where appropriate.

14. Under Seal
The parties intend for this document to be a specialty under seal.

Dated: 3/9/05 Publish America, LLLP By Janet Morrissey (For PublishAmerica, Inc., general partner)

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