PUBLISHING AGREEMENT

This publishing agreement dated as of ________, 2006 (the "Publishing Agreement" or "Agreement") is made by and between Rudius Media LLC, (the "Publisher"), and INSERT NAME (the "Author").

WHEREAS: the Publisher owns and operates certain web sites, and

WHEREAS: the Author creates content for web sites, and

WHEREAS: the Publisher and the Author wish to engage in a publishing arrangement:

NOW, THEREFORE, for good and valuable consideration including the mutual promises and benefits set forth herein, the parties hereto agree as follows:

1. Definitions for terms used herein.
   
   
   
   1. Content means all original work created by the Author.
      
   2. Website means an internet web page owned, hosted, maintained, and managed by the Publisher for which the Author provides content for.
      
   3. Gross Ad Revenue means the gross monthly revenue generated from advertisements on the Website. Revenue is calculated as the sum of all monies paid by third parties for advertising, affiliate relationships, or other services derived from the Website. Gross Ad Revenue does not include Merchandise related to the Website or the Author's Content.
      
   4. Ancillary Content means any content or work product that is based on, or related, to the Author's Content. Ancillary Content includes, but is not limited to, literary, periodical, internet, dramatic, television, film or audio rights or works related to Author's Content. Ancillary Content includes, but is not limited to all sales or licensing arising out of or related to the Author's Content as described above. Ancillary Content does not include Merchandise related to the the Website or the Author's Content.
      
   5. Merchandise means tangible commercial goods derived from Content or Ancillary Content related to the the Website.
      
   6. Rudius Media means the network of websites owned and/or managed by Rudius Media LLC.
      
   
   
2. Duties of Publisher.
   
   
   
   1. Publisher agrees to publish Content submitted by Author for the Website.
      
   2. Publisher shall maintain and manage the Website in a commercially reasonable manner that is in the Website's best interest as determined by Publisher.
      
   3. Publisher reserves the right to not publish Content in whole or in part, and to make changes, alterations, deletions, or corrections to the Content as Publisher deems necessary or desirable based on legal requirements and the Publisher's artistic judgment. Author retains the final veto right over their content. If the Author objects to the changes requested by the Publisher, the Author can withdraw the entire piece.
      
   
   
3. Duties of Author.
   
   
   
   1. Author agrees to develop and submit Content to the Publisher for publication on the Website.
      
   2. Author agrees to submit Content within a reasonable time frame as requested by Publisher.
      
   3. Author agrees to grant Publisher a license to publish Content on the Website.
      
   4. Author agrees that he/she will not publish any similar Content on the internet with anyone or any company other than the Publisher.
      
   5. Author represents and warrants that Author owns the Content and has the unfettered right to provide such Content to Publisher for publication.
      
   6. Author represents and warrants that Author has not made any agreement with any other party that might conflict in any way with this Agreement and its terms and conditions.
      
   7. Author agrees that the Content will not be scandalous, libelous, an invasion of privacy, or otherwise unlawful.
      
   8. Author agrees the Content will not infringe on any statutory copyright, common-law literary right, or propriety right of any third party not associated with Publisher or Author.
      
   9. Author agrees that Author and not Publisher is responsible for accuracy of Content and for determining that Content is legal and not defamatory or libelous.
      
   
   
4. Term of Agreement.
   
   
   
   1. Initial Term. This Agreement shall commence on DATE (the "Effective Date") and shall cease on [DATE + 2 YEARS] (the "End Date"), subject Section 4(b) and Section 7 hereof (the "Term").
      
   2. Renewal. This Agreement will automatically renew for another two year Term commencing the day after the End Date, unless one party gives the other party written notice of intention not to renew at least thirty (30) days prior to the End Date.
      
   
   
5. Compensation. Compensation is to be paid as follows:
   
   
   
   1. Gross Ad Revenue. Publisher agrees to pay the Author fifty (50) percent of the Gross Ad Revenue generated from the Website.
      
   2. Merchandise. The Publisher agrees to pay the Author fifty (50) percent of the net revenue from all Merchandise sold through the Website or related websites, including but not limited to, websites owned and managed by the Publisher.
      
   3. Payment Period. Publisher shall pay the Author compensation, as set forth above, on a quarterly basis.
      
   
   
6. Management. To the extent that Publisher enters into any arrangement to sell, publish or otherwise provide Ancillary Content to any third party, Publisher shall receive ten (10) percent of all gross revenue the Author receives pursuant to the arrangement. However,
   
   
   
   1. Publisher must obtain prior consent from the Author before entering into an arrangement described in Section six (6) above.
      
      
      
      1. If the Author does not give consent, Author is prohibited from making other arrangements to sell, publish or otherwise provide similar Ancillary Content to any third party without the Publisher's prior consent.
         
      2. If the Publisher gives consent, pursuant to one (i) above, Author agrees to pay the Publisher ten (10) percent of the gross revenue generated from the arrangement. If this event occurs, the revenue Publisher receives under this provision shall be offset against the Compensation the Publisher pays the Author for the applicable Payment Period.
         
      
      
   2. To the extent that Author enters into any arrangement to sell, publish, or otherwise provide Ancillary Content to any third party, Publisher shall receive five (5) percent of all gross revenue the Author receives from the arrangement.
      
   
   
7. Termination.
   
   
   
   1. The Publisher may terminate this Agreement prior to the expiration of the Initial Term or any subsequent Renewals upon the occurrence of any of the following events:
      
      
      
      1. The death of the Author;
         
      2. A material breach by the Author of any of the provisions of this Agreement.
         
      
      
   2. Effect of Termination.
      
      
      
      1. If the Publisher terminates this Agreement pursuant to Section 7 hereof, this Agreement shall become null and void and have no further force or effect, except that Sections 6, 8, 12, 13, 14, 15 and 17 shall survive such termination of this Agreement.
         
      2. The termination of this Agreement shall have no affect on any other valid contracts or agreements for Merchandise or Ancillary Content already in existence prior to termination of this Agreement.
         
      
      
   
   
8. Intellectual Property.
   
   
   
   1. Content. The Author grants Publisher a license to publish Content, but the Author shall retain copyright ownership over all Content published by the Publisher on the Website. Upon such time as the Author or the Publisher terminates this agreement, the Publisher shall retain the right to archive Content already published on on a single website managed by Rudius Media. Furthermore, if this agreement is terminated by either party, all files and Content specific to the Website will be returned to the Author, and no claims can be made by the Publisher on the Content returned apart from the right to continue publishing Content to be archived on an otherwise-named website.
      
   2. Merchandise. The Author and the Publisher shall have equal rights in the copyright and trademark ownership of Merchandise sold relating to the Website.
      
   
   
9. Public Relations Incentive. The Author has full but reasonable access to all of the Publisher's public relations resources, including but not limited to use of the Publisher's public relations' agent and/or links on other Rudius Media sites. In addition, the Author has all assurances that the Publisher shall make reasonable efforts to promote the Author's website and/or Content.
   
   
10. Technical Incentive. The Author has reasonable use of all technical resources available to the Publisher, including but not limited to all website hosting and managing services necessary to properly maintain an internet website.
    
    
11. Audit. The Author has the absolute right to see all relevant documentation regarding all revenue generated by the Website, at any reasonable time, provided Author gives Publisher reasonable advance notice.
    
    
12. Release. The Author agrees to hold Publisher harmless and expressly, absolutely, unconditionally and forever, release, remise, discharge and indemnify the Publisher, his heirs, and legal representatives from all obligations, liabilities, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law, admiralty or equity, whether foreseen or unforeseen, matured or unmatured, known or unknown, accrued or not accrued, direct or indirect, which the Author had, now has or hereafter can, shall or may have, for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the day of the date of this Agreement, which relate to or arise out of the publishing of Content on the the Website.
    
    
13. Binding Arbitration. Except for the right of either party to apply to a court located in New York State for a temporary restraining order, preliminary injunction or other equitable relief to prevent irreparable harm and for the right to bring suit on an open account for monies due under this Agreement, all claims, disputes, controversies and other matters in question between the parties to this Agreement, arising out of, or relating to this Agreement, or the breach thereof, and which cannot be resolved by the parties shall be settled by binding arbitration in accordance with the procedure in this section 11. Arbitration shall take place in the Borough of Manhattan, State of New York.
    
    
    
    1. Any arbitration shall be conducted in accordance with the commercial rules of the American Arbitration Association ("AAA") then in effect. Said rules shall apply to the conduct of such arbitration and, in addition, the parties shall have the right to take discovery of the other party by any or all methods provided in the New York Civil Practice Law and Rules.
       
    2. Prior to initiation of mediation or any other form of legal or equitable proceeding, the aggrieved party shall give the other party written notice describing the claim and amount as to which it intends to initiate action. Either party may serve upon the other party by certified mail a written demand that the claim, dispute or controversy be arbitrated, specifying in a reasonable detail the nature of the dispute or claim to be submitted to arbitration. The demand, which shall be effective upon receipt, shall be made within a reasonable time after the claim, dispute or controversy as arisen; provided, however, that in no even shall the demand for arbitration be made more than two years after the claim or cause of action arises.
       
    3. Within thirty (30) days after service of a demand for arbitration, the parties shall attempt to agree upon a single arbitrator. In the event the parties cannot agree upon a single arbitrator, either party may request the AAA to appoint an arbitrator in accordance with its commercial rules, subject to the qualifications specified herein; except that if the parties fail to agree upon an arbitrator from the persons named by the AAA or if for any reason the appointment cannot be made from the lists submitted by the AAA, then each party shall appoint an arbitrator within seven days thereafter and the third arbitrator shall be appointed by the AAA. Irrespective of the selection process, in the case of a three member arbitration panel, the chairman shall be an attorney with the experience in handling contract disputes.
       
    4. Unless expressly excluded herein, any claim, dispute, controversy or other matter in question between the parties arising out of, or relating to this Agreement, or to the breach thereof, including matters involving negligence, strict liability or intentional acts or omissions by either party, shall be subject to this dispute resolution procedure. The arbitrator(s) shall have no power or authority to modify, add or subtract from any provision of this Agreement or to award punitive damages and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Agreement.
       
    5. The cost of the arbitration shall be borne equally pending the arbitrator's award.
       
    
    
14. Modification. This Agreement may only be modified in writing signed by each of the parties affected by the proposed amendment, and may not be modified orally.
    
    
15. Express Agreement. The parties agree and represent that no promise or agreement not herein expressed has been made to them, that this Agreement between the parties hereto, that the terms of this Agreement are contractual in nature and not mere recitals. This writing constitutes the entire and final agreement between the two parties, and no other writings or agreements, written or oral, may modify this agreement unless created subsequent thereto and signed by the parties with the intent to so modify the agreement.
    
    
16. Author's Status. Author shall be considered an independent contractor and shall not be entitled to any employee benefits otherwise available to employees of Publisher.
    
    
17. Right to Assign or Transfer. Publisher has the sole right to assign, transfer or sell this Agreement to any person or party.
    
    
18. Counterparts. If this Agreement is executed in counterparts, each of which shall be deemed an original, all counterparts so executed shall constitute one agreement binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the same counterpart.
    

IN WITNESS WHEREOF, this contract has been duly executed by the parties hereto.

PUBLISHER	AUTHOR
By:___________________ Rudius Media, LLC	___________________ YOUR NAME HERE
Date:________________	Date: ________________