AGREEMENT, made as of

July 21, 1922

between

Ettie Stettheimer

residing in Sea Bright, New Jersey

party of the first part, hereinafter termed "the Author"; and ALFRED A. KNOPF, Inc., of 220 West Forty-Second Street, Manhattan Borough, New York City, party of the second part, hereinafter termed "the Publisher."

WHEREAS, the Author is willing to grant and assign to the Publisher, under the terms herein provided, the right to publish a certain work and the Publisher has agreed to publish same on the terms herein set forth:

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and of other good and valuable considerations by each of the parties hereto to the other paid, the receipt of which is hereby acknowledged, the parties hereto agree to and with each other as follows:

to the publisher

I. The Author hereby grants and assigns the sole and exclusive right to publish in book form a work now entitled "LOVE DAYS (Sussanne Movies) by Heurie Waste" (which title may be changed only by mutual consent in writing) in the United States of America and all other countries

and also the rights of serialization, selection, translation, dramatizing and motion pictures

II. It is understood and agreed that the copyright shall be taken out in the name of the Author (or the Publisher), and the Publisher is hereby authorized to take all steps required to procure said copyright in the name of the Author (or the Publisher) in the United States of America and in such countries as may be covered by this agreement. The Author agrees to apply for the renewal of said copyright on the expiration of the first term thereof, and to assign to the Publisher the sole and exclusive right to publish the said work as herein provided during the full term of said renewal on the same terms and conditions as for the original copyright term.

III. The Author guarantees and represents that the said work has not heretofore been published in book form, that it is innocent and contains no matter libelous or otherwise unlawful, or which infringes any proprietary right at common law or statutory copyright, that he is the sole author and proprietor of the said work and has full power to make this agreement and grant, and that he will hold harmless the Publisher against any suit, claim, demand or recovery, finally sustained, by reason of any violation of proprietary rights or copyright by, or any unlawful matter contained in said work. The copyright shall be assigned by either party to the other on demand, when necessary for bringing, defending, or maintaining a copyright action under this agreement, after the termination of which action the copyright shall on demand be re-assigned.

IV. The Author agrees to deliver to the Publisher on or before the first day of November 1922 a copy of the manuscript complete and ready for the press, but should he fail to do so, the Publisher may decline to publish said work.

V. The Author further agrees that he will not during the continuance of this agreement furnish to any other publisher any work on the same subject or of competing character, or material thereof, unless and until he shall have offered such work to the said Publisher who shall have an option of thirty (30) days for the acceptance thereof.

VI. If the Publisher is directed by the Author to make alterations in any proofs from final copy as delivered which shall cost more than ten per cent (10%) of the cost of composition of the said work, the Author agrees to pay said excess, and the Publisher shall upon request keep the Author informed of such excess charges.

VII. The Publisher undertakes to publish said work at his own expense in such style or styles as he deems best suited to its sale at a catalog retail price of not less than $1.75 nor more than $5.00 regular trade edition and at any time not to exceed one year after the receipt by him of a complete manuscript of the said work ready for the press and released for book form publication (which limit, in case of strikes or other non-preventable delays, or in case the Author fails to return final proofs within 14 days after delivery, to him, shall be extended to cover such delays), and should the Publisher fail to publish the said work before the expiration of said period, this agreement shall terminate, unless said termination shall be mutually waived by the parties hereto.

VIII. The Author agrees to revise the first, and if it be requisite, at any time during the con-
tinuance of this agreement, to revise every subsequent edition of the work; and from time to time to
supply any new matter that may be needed to keep the work up to date. In the event of the
Author neglecting or being unable to revise the work or to supply new material where needful
the Publisher may procure some other person to revise the work or to supply new matter, and
may deduct the expense thereof from the royalties accruing on such revised editions, provided that
if such revision or extension be not made by the Author, the Publisher shall cause the fact to be
obvious in the revised editions.

IX. The Publisher agrees to pay the Author or to his duly authorized representatives a royalty ten per cent on the catalog retail price of each copy of said work sold up to 5000 copies; 12½ per cent on each copy sold over 5000 copies and up to 10,000; and 15% per cent on all copies sold thereafter. Where copies are sold for export at reduced price the royalty shall be calculated on the amount actually received instead of the retail price. Where copies are sold in quantity sufficient to justify special discounts of fifty per cent (50%) of the retail price or more, the royalty shall be calculated on the sums actually received instead of on the regular retail trade price of the work. No royalties shall be payable on copies furnished gratis to the Author, or for review, advertising, sample, or like purposes, or copies destroyed by fire or water. If under the grant made in Clause I. hereof, the Publisher arranges for the publication of any independent foreign editions any sums accruing therefrom shall be equally divided between the parties hereto. In case of the sale of rights other than the book rights granted to the Publisher in Clause I. hereof, the sums derived from the sale thereof shall be divided as follows: In the case of sums accruing from the sale of, (a) Syndicate rights, fifty per cent to each of the parties hereto; (b) Dramatic or motion picture rights, seventy-five per cent to the Author and twenty-five per cent to the Publisher; (c) Any other rights whatsoever, fifty per cent to each of the parties hereto.

X. The Publisher agrees to render semi-annual statements of account to January 1st and July 1st of each year, on or before February 1st and August 1st following, which statements shall be mailed to the last known address of the Author, and if such statements fail to reach the Author, to furnish duplicate statements on request, and to make settlement in cash on May 1st and November 1st provided that accounts involving branch houses in other countries or other foreign arrangements may be rendered and payment made yearly instead of semi-annually.

XI. Should the Publisher one year after publication or thereafter find himself with an
overstock of the work on hand when in his judgment the demand for said work would not use
up his stock in a reasonable time, the Publisher shall have the right to sell such copies at the best
price he can secure; and in case such stocks are sold at or below cost no royalty shall be paid to
the Author on such sales. If the price received by the Publisher is greater than the cost, but
only fifty per cent (50%) or less of the published retail price, the Publisher shall pay the Author
a royalty of ten per cent (10%) on the actual price received.

XII. The Publisher agrees to present to the Author 10 free copies of said work upon
publication, and to permit the author to purchase at three-fifths of the retail price further copies
for his own personal use.

XIII. It is understood and agreed that subsequent to the publication of the work the
Publisher may publish under his own imprint a cheap edition of said work and that he shall pay
to the Author, in consideration for the right to publish said cheap edition, ten per cent of the
retail price of each copy sold of said edition; and the Publisher shall also have the right to lease the
plates of said work to a regular cheap edition publisher and in consideration for this right he
shall pay the Author one-half of any amount received from said reprint publisher. Payments
and accountings under this clause shall be subject to the provision of Clause X. hereof.

XIV. In case the Publisher fails to keep the said work in print and for sale and, after
written demand from the Author, declines or neglects to reprint the work within six
months and to offer it for sale, or in case after two years from the date of the first publica-
tion the said work, in the opinion of the Publisher, is no longer merchantable or profitable, and he
gives three months' notice to the Author of his desire and intention to discontinue publication,
this contract shall terminate and all rights granted under this agreement shall revert to the Author
and any plates of the work, if such have been made and preserved, with any plates of illustrations
furnished by the Author and any remaining copies shall be transferred to the Author, provided
that the Author shall pay seventy-five per cent of the manufacturing cost (including composition)
of such plates and seventy-five per cent of the manufacturing cost of any remaining copies or
sheets, in default of which purchase the Publisher shall have the right to melt any plates and
sell remaining copies or sheets at cost or less, without payment of royalty to the Author upon
such copies. In case of the termination of the contract, if the copyright is in the name of the
Publisher he shall assign said copyright to the Author.

XV. If the plates or type forms of said work shall be destroyed or rendered valueless by fire or otherwise, the Publisher shall have the option of reproducing them or not, and if he declines to do so, then after the sale of all copies remaining on hand, this contract shall terminate and all rights granted herein shall revert to the Author.

XVI. In case of bankruptcy (or liquidation for any cause whatever) of the Publisher, the Author shall have the right to buy back the rights of publication at a fair market value, to be determined by agreement or arbitration, together with any plates or remaining copies of sheets, at the fair market value, this also to be determined by agreement or arbitration, and thereupon this contract shall terminate.

XVII. The Author shall have the right upon written request to examine through certified public accountants the books of account of the Publisher in so far as they relate to the said work, which examination shall be at the cost of the Author unless errors of accounting (arising otherwise than from interpretation of this contract) amounting to one hundred dollars ($100.00) or more shall be found to his disadvantage, in which case the cost shall be paid by the Publisher.

XVIII. The Publisher shall have the first refusal of the Author's next work in verse or prose.

XIX. In any case arising under the provisions of this agreement in which compensation is not specified in this agreement or which is not otherwise herein provided for (or in case of difference of opinion as to the interpretation of this agreement), then such case may be covered by special agreement (supplementary hereto), in default of which it shall be settled by arbitration as follows: that the Author shall appoint one arbitrator and the Publisher shall appoint one arbitrator, and that if the said two arbitrators thus appointed are unable to agree they shall choose a third arbitrator, and the decision of said three arbitrators or a majority of them shall be final and binding upon both the Author and the Publisher, and that neither the Author nor the Publisher will take or prosecute any appeal from the decision of said arbitrators or the majority thereof rendered pursuant hereto.

XX. This contract shall be binding upon the assigns, heirs, executors, or administrators of the Author and upon the assigns or successors of the Publisher, but no assignment shall be binding on either of the parties without the written consent of the other party to this agreement.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals

Signed in the presence of:

AUTHOR

ALFRED A. KNOPF, INC.,

PUBLISHER