Auto Document Rewrite Form

AUTO DOCUMENT REWRITE AGREEMENT

Client Name:    Service Provider Name:

Agreement Effective Date:    Primary Contact:

RECITALS

WHEREAS, Client engages Service Provider to perform automated document rewriting services that transform, rephrase, reorganize and otherwise redraft specified source materials for Client's internal or external use; and

WHEREAS, Service Provider maintains the technical processes, algorithms, workforce and quality assurance procedures necessary to perform automated rewriting and to deliver revised documents in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, term and other material terms governing the performance and delivery of the services described in this Agreement.

SCOPE OF WORK

Description of Services: Service Provider shall perform automated and manual rewrite operations as specified by Client, producing deliverables that conform to Client-provided instructions, style guides and confidentiality requirements.

Turnaround Time per document set:    Revisions Included:

AUTOMATION AUTHORIZATION & USAGE

Client expressly authorizes Service Provider to use automated rewriting tools, including algorithmic or rule-based processes, machine-assisted editing, and any necessary third-party processing where required for performance of the services. Service Provider shall implement reasonable safeguards to prevent unauthorized disclosure of Client materials and shall follow Client's provided style and content constraints.

Authorization to use automation:   Client acknowledges and authorizes the use of automated rewriting processes.

PAYMENT TERMS

Total Fee / Unit Price:

One-time payment upon delivery    Milestone payments (describe below)    Recurring retainer (monthly)

Payment Due Days: days from invoice date.    Late Fee:

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice of days. Either party may terminate immediately for material breach that remains uncured for a period of 15 days following written notice of such breach.

Upon termination, Service Provider shall deliver all completed and in-progress deliverables and shall refund any prepaid fees for services not yet performed, less reasonable costs for completed work and non-cancellable commitments.

CONFIDENTIALITY

"Confidential Information" means non-public business information disclosed in any form by one party to the other, including draft documents, source materials, style guides, and any personal data contained within source materials. Service Provider shall not disclose Confidential Information except to employees, contractors or subprocessors who need access to perform the services and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality Period (years):

Notwithstanding the foregoing, Confidential Information does not include information that is (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; or (c) independently developed without use of Confidential Information.

INTELLECTUAL PROPERTY

Subject to Client's payment in full, Service Provider assigns to Client all right, title and interest in and to the deliverables that constitute original works of authorship created specifically for Client under this Agreement. Service Provider retains ownership of pre-existing tools, algorithms, templates and underlying technology and grants Client a worldwide, non-exclusive, perpetual license to use any such retained material to the extent embedded in delivered work.

LIMITATION OF LIABILITY & INDEMNITY

Except for liability arising from willful misconduct or breaches of confidentiality, neither party shall be liable for indirect, incidental, consequential or punitive damages. Service Provider's aggregate liability for claims arising from or related to this Agreement shall not exceed the fees paid by Client to Service Provider in the six months preceding the claim.

Client shall indemnify and hold harmless Service Provider from third-party claims arising from Client-provided content that infringes third-party rights or violates applicable law, provided that Service Provider promptly notifies Client of such claims and cooperates in the defense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification must be in writing and signed by both parties.

NOTICES

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