SAMPLE CONTRACTS

MEMORANDUM OF AGREEMENT – ORIGINAL FICTION

This contract is made between Hybris Press, hereinafter referred to as the PUBLISHER, and [AUTHOR NAME], hereinafter referred to as the AUTHOR. Parties agree as follows:

RIGHTS AND PERMISSIONS

1(a). First World Publication Rights: Author grants the Publisher permission to publish their original work “[TITLE],” hereinafter referred to as the WORK, in print and electronic text editions of a single issue of OTHERSIDE anywhere in the world in English. Author will be credited in all appearances of the Work and in a proper copyright notice as [BYLINE].

1(b). Nonexclusive Anthology Rights: Author grants the Publisher nonexclusive permission to reprint the Work in any future anthology of material derived from OTHERSIDE (such as an end-of-year anthology) to be published anywhere in the world in English, in print and/or electronic text editions, within thirty-six (36) months of the Work’s initial publication in OTHERSIDE.

1(c). Promotional Use: Author grants the Publisher permission to use the Work or any portion thereof and/or the Author’s name, image, and biographical material for the promotion of OTHERSIDE or any anthology derived from OTHERSIDE containing the work. Upon request, the Author shall provide Publisher with an image and biographical material for such use. The provided image may be any image the Author wishes to use for identification in relation to the Work subject to Publisher’s approval, such approval not to be unreasonably withheld. Publisher shall use only the name, image, and biographical material provided and approved by Author.

1(d). Exclusivity Period: Author agrees not to publish or permit others to publish the Work in any form or in any language prior to its publication in OTHERSIDE and for one-hundred-eighty (180) days following its publication in OTHERSIDE. If the Work is selected for a “Best of the Year” anthology or similar, the Publisher agrees to waive this stipulation, provided the Author gives the Publisher prior written notice of the selection of the Work by such an anthology.

1(e). Archival Rights: Author grants the Publisher the right to reproduce, distribute, display, and archive the Work online during the exclusivity period and indefinitely thereafter, provided, however, that Author may request removal of the Work from the Publisher’s website one year after publication (but not before such date) by notifying Publisher in writing. Upon receipt of such notice, Publisher shall make commercially reasonable efforts to comply in a timely fashion.

All rights and permissions not expressly granted by the Author reside exclusively with the Author, including any rights that may be developed in the future. This agreement is not a transfer of the copyright of the Work, which remains the sole and exclusive property of the Author.

PAYMENT

2(a). For the rights granted to the Publisher in this agreement, the Author will receive one free ebook copy of the publication detailed in 1(a) and a payment of 8 cents per word rounded up to the nearest dollar, totaling [PAYMENT] U.S. dollars, to be paid within thirty (30) days of the Publisher’s receipt of this counter-signed agreement. Any fees incurred because of Publisher’s choice of payment method will be paid by the Publisher.

2(b). If such anthology as detailed in 1(b) containing the Work is produced, the Publisher shall provide the Author with one print copy (if produced) and one ebook copy as well as a payment of $50 U.S. dollars, to be paid no later than thirty (30) days after publication. Any fees incurred because of the Publisher’s choice of payment method will be paid by the Publisher.

WARRANTIES AND INDEMNITIES

3(a). Author represents and warrants to the Publisher that they are the sole creator and owner of the Work and have full power and authority, unencumbered by the rights of any third party, to enter into this agreement and to grant the rights set forth herein to the Publisher.

3(b). Author further warrants to the Publisher that, to the best of their knowledge: (i) the Work has not been previously published in whole or in part in any medium; (ii) the Work does not violate or infringe upon the copyright or upon any other proprietary or personal right of any person, firm, or corporation; and (iii) the Work is not intentionally libelous and contains no material that is libelous, in violation of any right of privacy, or otherwise harmful to any third party so as to subject the Publisher to liability or otherwise contrary to law.

3(c). Author hereby agrees to indemnify and hold harmless Publisher against any cost, loss, damage, expense, and judgment in any action finally sustained in connection with or in consequence of any breach of Author’s warranties and representations herein.

3(d). Author warrants to the Publisher that the text of the Work has been produced solely by the individual efforts of the Author and that the Author has not knowingly made use of generative “artificial intelligence” (AI) tools or large language models (LLMs) to write or alter the Work.

3(e). Publisher warrants that they shall not knowingly use generative “artificial intelligence” (AI) or large language models (LLMs) to reproduce, translate, and/or promote the Work, or for any other purpose. Publisher shall not knowingly use the Work for the purposes of training AI or LLM technologies, nor will they knowingly cooperate with third parties that wish to do so.

3(f). Publisher warrants that they shall not knowingly use images, artwork, design, or other visual elements (including but not limited to cover art) generated in whole or part by generative “artificial intelligence” tools to promote the Work or the issue in which the Work appears.

MISCELLANEOUS

4. Publisher shall make no alterations to the Work’s text or title without the Author’s written approval via email. If the Author does not acknowledge a request for revisions within fourteen (14) days, the Work will be considered withdrawn. Publisher reserves the right to make minor copy-editing changes to conform the style of the text to its customary form and usage.

5. If Publisher fails to publish the Work within twelve (12) months of the date of this agreement, all rights shall immediately revert to the Author. Author shall keep any prior payments made by the Publisher. With the Author’s written consent, this time period may be extended.

6. This agreement may be terminated without penalty at any time by the written consent of both Publisher and Author. Prior to publishing the Work, the Publisher may terminate this agreement in exchange for a kill fee of ten (10) percent of the payment listed in 2(a). Author shall keep any prior payments made by the Publisher. Upon termination, all rights granted hereunder will immediately revert to the Author.

LEGAL CONDITIONS

7. This agreement represents the final and complete understanding and agreement of the parties with regard to its subject, and it cannot be modified except in writing signed by both parties.

8. The provisions of this agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

9. Parties hereby agree that Author is an independent contractor and nothing in this agreement or its performance shall create any relationship of employment, agency, or partnership.

10. Regardless of its place of execution, this agreement will be interpreted under and governed by the laws of the United States of America and the Commonwealth of Virginia, without regards to its conflict of law rules. The parties further agree that all disputes rising out of this agreement shall be brought solely in courts physically located in the Commonwealth of Virginia.

11. If any provision of this agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deleted from this agreement and all other provisions shall remain in full force and effect.

12. This agreement shall become effective when each party hereto has received a counterpart hereof signed by the other party hereto. Parties agree to electronic signature of this agreement and consent to be legally bound by its terms and conditions.

13. Parties acknowledge that each party has read and understood this contract before execution.

MEMORANDUM OF AGREEMENT – ORIGINAL POETRY

This contract is made between Hybris Press, hereinafter referred to as the PUBLISHER, and [AUTHOR NAME], hereinafter referred to as the AUTHOR. Parties agree as follows:

RIGHTS AND PERMISSIONS

1(a). First World Publication Rights: Author grants the Publisher permission to publish their original work “[TITLE],” hereinafter referred to as the WORK, in print and electronic text editions of a single issue of OTHERSIDE anywhere in the world in English. Author will be credited in all appearances of the Work and in a proper copyright notice as [BYLINE].

1(b). Nonexclusive Anthology Rights: Author grants the Publisher nonexclusive permission to reprint the Work in any future anthology of material derived from OTHERSIDE (such as an end-of-year anthology) to be published anywhere in the world in English, in print and/or electronic text editions, within thirty-six (36) months of the Work’s initial publication in OTHERSIDE.

1(c). Promotional Use: Author grants the Publisher permission to use the Work or any portion thereof and/or the Author’s name, image, and biographical material for the promotion of OTHERSIDE or any anthology derived from OTHERSIDE containing the work. Upon request, the Author shall provide Publisher with an image and biographical material for such use. The provided image may be any image the Author wishes to use for identification in relation to the Work subject to Publisher’s approval, such approval not to be unreasonably withheld. Publisher shall use only the name, image, and biographical material provided and approved by Author.

1(d). Exclusivity Period: Author agrees not to publish or permit others to publish the Work in any form or in any language prior to its publication in OTHERSIDE and for one-hundred-eighty (180) days following its publication in OTHERSIDE. If the Work is selected for a “Best of the Year” anthology or similar, the Publisher agrees to waive this stipulation, provided the Author gives the Publisher prior written notice of the selection of the Work by such an anthology.

1(e). Archival Rights: Author grants the Publisher the right to reproduce, distribute, display, and archive the Work online during the exclusivity period and indefinitely thereafter, provided, however, that Author may request removal of the Work from the Publisher’s website one year after publication (but not before such date) by notifying Publisher in writing. Upon receipt of such notice, Publisher shall make commercially reasonable efforts to comply in a timely fashion.

All rights and permissions not expressly granted by the Author reside exclusively with the Author, including any rights that may be developed in the future. This agreement is not a transfer of the copyright of the Work, which remains the sole and exclusive property of the Author.

PAYMENT

2(a). For the rights granted to the Publisher in this agreement, the Author will receive one free ebook copy of the publication detailed in 1(a) and a payment of $50 U.S. dollars, to be paid within thirty (30) days of the Publisher’s receipt of this counter-signed agreement. Any fees incurred because of Publisher’s choice of payment method will be paid by the Publisher.

2(b). If such anthology as detailed in 1(b) containing the Work is produced, the Publisher shall provide the Author with one print copy (if produced) and one ebook copy as well as a payment of $50 U.S. dollars, to be paid no later than thirty (30) days after publication. Any fees incurred because of the Publisher’s choice of payment method will be paid by the Publisher.

WARRANTIES AND INDEMNITIES

3(a). Author represents and warrants to the Publisher that they are the sole creator and owner of the Work and have full power and authority, unencumbered by the rights of any third party, to enter into this agreement and to grant the rights set forth herein to the Publisher.

3(b). Author further warrants to the Publisher that, to the best of their knowledge: (i) the Work has not been previously published in whole or in part in any medium; (ii) the Work does not violate or infringe upon the copyright or upon any other proprietary or personal right of any person, firm, or corporation; and (iii) the Work is not intentionally libelous and contains no material that is libelous, in violation of any right of privacy, or otherwise harmful to any third party so as to subject the Publisher to liability or otherwise contrary to law.

3(c). Author hereby agrees to indemnify and hold harmless Publisher against any cost, loss, damage, expense, and judgment in any action finally sustained in connection with or in consequence of any breach of Author’s warranties and representations herein.

3(d). Author warrants to the Publisher that the text of the Work has been produced solely by the individual efforts of the Author and that the Author has not knowingly made use of generative “artificial intelligence” (AI) tools or large language models (LLMs) to write or alter the Work.

3(e). Publisher warrants that they shall not knowingly use generative “artificial intelligence” (AI) or large language models (LLMs) to reproduce, translate, and/or promote the Work, or for any other purpose. Publisher shall not knowingly use the Work for the purposes of training AI or LLM technologies, nor will they knowingly cooperate with third parties that wish to do so.

3(f). Publisher warrants that they shall not knowingly use images, artwork, design, or other visual elements (including but not limited to cover art) generated in whole or part by generative “artificial intelligence” tools to promote the Work or the issue in which the Work appears.

MISCELLANEOUS

4. Publisher shall make no alterations to the Work’s text or title without the Author’s written approval via email. If the Author does not acknowledge a request for revisions within fourteen (14) days, the Work will be considered withdrawn. Publisher reserves the right to make minor copy-editing changes to conform the style of the text to its customary form and usage.

5. If Publisher fails to publish the Work within twelve (12) months of the date of this agreement, all rights shall immediately revert to the Author. Author shall keep any prior payments made by the Publisher. With the Author’s written consent, this time period may be extended.

6. This agreement may be terminated without penalty at any time by the written consent of both Publisher and Author. Prior to publishing the Work, the Publisher may terminate this agreement in exchange for a kill fee of ten (10) percent of the payment listed in 2(a). Author shall keep any prior payments made by the Publisher. Upon termination, all rights granted hereunder will immediately revert to the Author.

LEGAL CONDITIONS

7. This agreement represents the final and complete understanding and agreement of the parties with regard to its subject, and it cannot be modified except in writing signed by both parties.

8. The provisions of this agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

9. Parties hereby agree that Author is an independent contractor and nothing in this agreement or its performance shall create any relationship of employment, agency, or partnership.

10. Regardless of its place of execution, this agreement will be interpreted under and governed by the laws of the United States of America and the Commonwealth of Virginia, without regards to its conflict of law rules. The parties further agree that all disputes rising out of this agreement shall be brought solely in courts physically located in the Commonwealth of Virginia.

11. If any provision of this agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deleted from this agreement and all other provisions shall remain in full force and effect.

12. This agreement shall become effective when each party hereto has received a counterpart hereof signed by the other party hereto. Parties agree to electronic signature of this agreement and consent to be legally bound by its terms and conditions.

13. Parties acknowledge that each party has read and understood this contract before execution.

MEMORANDUM OF AGREEMENT – NONFICTION

This contract is made between Hybris Press, hereinafter referred to as the PUBLISHER, and [AUTHOR NAME], hereinafter referred to as the AUTHOR. Parties agree as follows:

RIGHTS AND PERMISSIONS

1(a). First World Publication Rights: Author grants the Publisher permission to publish their original work “[TITLE],” hereinafter referred to as the WORK, in print and electronic text editions of a single issue of OTHERSIDE anywhere in the world in English. Author will be credited in all appearances of the Work and in a proper copyright notice as [BYLINE].

1(b). Nonexclusive Anthology Rights: Author grants the Publisher nonexclusive permission to reprint the Work in any future anthology of material derived from OTHERSIDE (such as an end-of-year anthology) to be published anywhere in the world in English, in print and/or electronic text editions, within thirty-six (36) months of the Work’s initial publication in OTHERSIDE.

1(c). Promotional Use: Author grants the Publisher permission to use the Work or any portion thereof and/or the Author’s name, image, and biographical material for the promotion of OTHERSIDE or any anthology derived from OTHERSIDE containing the work. Upon request, the Author shall provide Publisher with an image and biographical material for such use. The provided image may be any image the Author wishes to use for identification in relation to the Work, subject to Publisher’s approval, such approval not to be unreasonably withheld. Publisher shall use only the name, image, and biographical material provided and approved by Author.

1(d). Exclusivity Period: Author agrees not to publish or permit others to publish the Work in any form or in any language prior to its publication in OTHERSIDE and for one-hundred-eighty (180) days following its publication in OTHERSIDE. If the Work is selected for a “Best of the Year” anthology or similar, the Publisher agrees to waive this stipulation, provided the Author gives the Publisher prior written notice of the selection of the Work by such an anthology.

1(e). Archival Rights: Author grants the Publisher the right to reproduce, distribute, display, and archive the Work online during the exclusivity period and indefinitely thereafter, provided, however, that Author may request removal of the Work from the Publisher’s website one year after publication (but not before such date) by notifying Publisher in writing. Upon receipt of such notice, Publisher shall make commercially reasonable efforts to comply in a timely fashion.

All rights and permissions not expressly granted by the Author reside exclusively with the Author, including any rights that may be developed in the future. This agreement is not a transfer of the copyright of the Work, which remains the sole and exclusive property of the Author.

PAYMENT

2(a). For the rights granted to the Publisher in this agreement, the Author will receive one ebook copy of the publication detailed in 1(a) and a payment of $100 U.S. dollars, to be paid within thirty (30) days of the Publisher’s receipt of this counter-signed agreement. Any fees incurred because of Publisher’s choice of payment method will be paid by the Publisher. 

2(b). If such anthology as detailed in 1(b) containing the Work is produced, the Publisher shall provide the Author with one print copy (if produced) and one ebook copy as well as a payment of $50 U.S. dollars, to be paid no later than thirty (30) days after publication. Any fees incurred because of Publisher’s choice of payment method will be paid by the Publisher.

WARRANTIES AND INDEMNITIES

3(a). Author represents and warrants to the Publisher that they are the sole creator and owner of the Work and have full power and authority, unencumbered by the rights of any third party, to enter into this agreement and to grant the rights set forth herein to the Publisher.

3(b). Author further warrants to the Publisher that, to the best of their knowledge: (i) the Work has not been previously published in whole or in part in any medium; (ii) the Work does not violate or infringe upon the copyright or upon any other proprietary or personal right of any person, firm, or corporation; and (iii) the Work is not intentionally libelous and contains no material that is libelous, in violation of any right of privacy, or otherwise harmful to any third party so as to subject the Publisher to liability or otherwise contrary to law.

3(c). Author hereby agrees to indemnify and hold harmless Publisher against any cost, loss, damage, expense, and judgment in any action finally sustained in connection with or in consequence of any breach of Author’s warranties and representations herein.

3(d). Author warrants to the Publisher that the text of the Work has been produced solely by the individual efforts of the Author and that the Author has not knowingly made use of generative “artificial intelligence” (AI) tools or large language models (LLMs) to write or alter the Work.

3(e). Publisher warrants that they shall not knowingly use generative “artificial intelligence” (AI) or large language models (LLMs) to reproduce, translate, and/or promote the Work, or for any other purpose. Publisher shall not knowingly use the Work for the purposes of training AI or LLM technologies, nor will they knowingly cooperate with third parties that wish to do so.

3(f). Publisher further warrants that they shall not knowingly use images, artwork, design, or other visual elements (including but not limited to cover art) generated in whole or part by generative “artificial intelligence” tools to promote the Work or the issue in which it appears.

MISCELLANEOUS

4. Publisher shall make no alterations to the Work’s text or title without the Author’s written approval via email. If the Author does not acknowledge a request for revisions within fourteen (14) days, the Work will be considered withdrawn. Publisher reserves the right to make minor copy-editing changes to conform the style of the text to its customary form and usage. 

5. If Publisher fails to publish the Work within twelve (12) months of the date of this agreement, all rights shall immediately revert to the Author. Author shall keep any prior payments made by the Publisher. With the Author’s written consent, this time period may be extended.

6. This agreement may be terminated without penalty by the written consent of both the Publisher and the Author. Prior to publishing the Work, the Publisher may terminate this agreement at any time in exchange for a kill fee of ten (10) percent of the payment listed in 2(a). Author shall keep any prior payments made by the Publisher. Upon termination, all rights granted hereunder will immediately revert to the Author.

LEGAL CONDITIONS

7. This agreement represents the full and final understanding and agreement of the parties with regard to its subject, and it cannot be modified except in writing signed by both parties. 

8. The provisions of this agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

9. Parties hereby agree that Author is an independent contractor and nothing in this agreement or its performance shall create any relationship of employment, agency, or partnership.

10. Regardless of its place of execution, this agreement will be interpreted under and governed by the laws of the United States of America and the Commonwealth of Virginia, without regards to its conflict of law rules. The parties further agree that all disputes rising out of this agreement shall be brought solely in courts physically located in the Commonwealth of Virginia.

11. If any provision of this agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deleted from this agreement and all other provisions shall remain in full force and effect.

12. This agreement shall become effective when each party hereto has received a counterpart hereof signed by the other party hereto. Parties agree to electronic signature of this agreement and consent to be legally bound by its terms and conditions.

13. Parties acknowledge that each party has read and understood this contract before execution.

MEMORANDUM OF AGREEMENT – REPRINTS

This contract is made between Hybris Press, hereinafter referred to as the PUBLISHER, and [AUTHOR NAME], hereinafter referred to as the AUTHOR. Parties agree as follows:

RIGHTS AND PERMISSIONS

1(a). Nonexclusive Publication Rights: Author grants the Publisher permission to reprint their work “[TITLE],” hereinafter referred to as the WORK, in print and electronic text editions of a single issue of OTHERSIDE anywhere in the world in English. Author will be credited in all appearances of the Work and in a proper copyright notice as [ BYLINE].

1(b). Nonexclusive Anthology Rights: Author grants the Publisher nonexclusive permission to reprint the Work in any future anthology of material derived from OTHERSIDE (such as an end-of-year anthology) to be published anywhere in the world in English, in print and/or electronic text editions, within thirty-six (36) months of the Work’s initial publication in OTHERSIDE.

1(c). Promotional Use: Author grants the Publisher permission to use the Work or any portion thereof and/or the Author’s name, image, and biographical material for the promotion of OTHERSIDE or any anthology derived from OTHERSIDE containing the work. Upon request, the Author shall provide Publisher with an image and biographical material for such use. The provided image may be any image the Author wishes to use for identification in relation to the Work, subject to Publisher’s approval, such approval not to be unreasonably withheld. Publisher shall use only the name, image, and biographical material provided and approved by Author.

1(d). Archival Rights: Author grants the Publisher the right to reproduce, distribute, display, and archive the Work online indefinitely, provided, however, that Author may request removal of the Work from the Publisher’s website one year after publication (but not before such date) by notifying Publisher in writing. Upon receipt of such notice, Publisher shall make commercially reasonable efforts to comply in a timely fashion.

All rights and permissions not expressly granted by the Author reside exclusively with the Author, including any rights that may be developed in the future. This agreement is not a transfer of the copyright of the Work, which remains the sole and exclusive property of the Author.

PAYMENT

2(a). For the rights granted to the Publisher in this agreement, the Author will receive one ebook copy of the publication detailed in 1(a) and a payment of $100 U.S. dollars, to be paid within thirty (30) days of the Publisher’s receipt of this counter-signed agreement. Any fees incurred because of Publisher’s choice of payment method will be paid by the Publisher. 

2(b). If such anthology as detailed in 1(b) containing the Work is produced, the Publisher shall provide the Author with one print copy (if produced) and one ebook copy as well as a payment of $50 U.S. dollars, to be paid no later than thirty (30) days after publication. Any fees incurred because of Publisher’s choice of payment method will be paid by the Publisher.

WARRANTIES AND INDEMNITIES

3(a). Author represents and warrants to the Publisher that they are the sole creator and owner of the Work and have full power and authority, unencumbered by the rights of any third party, to enter into this agreement and to grant the rights set forth herein to the Publisher.

3(b). Author further warrants to the Publisher that, to the best of their knowledge: (i) the Work does not violate or infringe upon the copyright or upon any other proprietary or personal right of any person, firm, or corporation; and (ii) the Work is not intentionally libelous and contains no material that is libelous, in violation of any right of privacy, or otherwise harmful to any third party so as to subject the Publisher to liability or otherwise contrary to law.

3(c). Author hereby agrees to indemnify and hold harmless Publisher against any cost, loss, damage, expense, and judgment in any action finally sustained in connection with or in consequence of any breach of Author’s warranties and representations herein.

3(d). Author warrants to the Publisher that the text of the Work has been produced solely by the individual efforts of the Author and that the Author has not knowingly made use of generative “artificial intelligence” (AI) tools or large language models (LLMs) to write or alter the Work.

3(e). Publisher warrants that they shall not knowingly use generative “artificial intelligence” (AI) or large language models (LLMs) to reproduce, translate, and/or promote the Work, or for any other purpose. Publisher shall not knowingly use the Work for the purposes of training AI or LLM technologies, nor will they knowingly cooperate with third parties that wish to do so.

3(f). Publisher warrants that they shall not knowingly use images, artwork, design, or other visual elements (including but not limited to cover art) generated in whole or part by generative “artificial intelligence” tools to promote the Work or the issue in which the Work appears.

MISCELLANEOUS

4. Publisher shall make no alterations to the Work’s text or title without the Author’s written approval in email or hardcopy. Publisher reserves the right to make minor copy-editing changes to conform the style of the text to its customary form and usage. 

5. If Publisher fails to publish the Work within twelve (12) months of the date of this agreement, all rights shall immediately revert to the Author. Author shall keep any prior payments made by the Publisher. With the Author’s written consent, this time period may be extended.

6. This agreement may be terminated without penalty by the written consent of both the Publisher and the Author. Prior to publishing the Work, the Publisher may terminate this agreement at any time in exchange for a kill fee of ten (10) percent of the payment listed in 2(a). Author shall keep any prior payments made by the Publisher. Upon termination, all rights granted hereunder will immediately revert to the Author.

LEGAL CONDITIONS

7. This agreement represents the full and final understanding and agreement of the parties with regard to its subject, and it cannot be modified except in writing signed by both parties. 

8. The provisions of this agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

9. Parties hereby agree that Author is an independent contractor and nothing in this agreement or its performance shall create any relationship of employment, agency, or partnership.

10. Regardless of its place of execution, this agreement will be interpreted under and governed by the laws of the United States of America and the Commonwealth of Virginia, without regards to its conflict of law rules. The parties further agree that all disputes rising out of this agreement shall be brought solely in courts physically located in the Commonwealth of Virginia.

11. If any provision of this agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deleted from this agreement and all other provisions shall remain in full force and effect.

12. This agreement shall become effective when each party hereto has received a counterpart hereof signed by the other party hereto. Parties agree to electronic signature of this agreement and consent to be legally bound by its terms and conditions.

13. Parties acknowledge that each party has read and understood this contract before execution.