Business Document Auto Rewrite

BUSINESS DOCUMENT AUTO REWRITE AGREEMENT

This Business Document Auto Rewrite Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Provider Name: ("Provider").

WHEREAS

WHEREAS, Client possesses business documents, templates, and related materials requiring automated rewriting, editing, and formatting to meet specified operational, compliance, or stylistic standards; and

WHEREAS, Provider has technical expertise, proprietary workflows, and personnel capable of performing automated rewrite services, including development of transformation rules, templates, and human review as described herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to Provider's rendering of Business Document Auto Rewrite services under the terms and conditions of this Agreement.

1. Scope of Work

Provider will perform the services described below and any attachments or statements of work executed under this Agreement. Provider shall deliver the services in a professional manner consistent with industry standards.

2. Payment Terms

In consideration for the performance of the Scope of Work, Client shall pay Provider the fees set forth below. Fees are exclusive of applicable taxes unless otherwise stated. Provider will invoice Client in accordance with the agreed schedule and Client shall pay amounts due within the payment period specified.

Late payments shall accrue interest at the lesser of (a) the rate of or (b) the maximum rate permitted by law. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

3. Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Upon termination, Client shall pay Provider for all services performed and approved deliverables completed through the effective date of termination.

4. Confidentiality

Each party acknowledges that during performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in any form. Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) apply at least the same degree of care as it applies to its own confidential information, but in no event less than reasonable care.

The obligations in this section do not apply to information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully known prior to disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. A receiving party may disclose Confidential Information as required by law, provided it gives prompt notice to the disclosing party to allow for protective measures.

5. Intellectual Property

All pre-existing intellectual property of each party shall remain the sole property of that party. With respect to Deliverables specifically created by Provider for Client under this Agreement, the parties agree as follows:

Assignment to Client (Provider assigns all right, title and interest in deliverables to Client upon full payment)
Perpetual license to Client (Provider retains ownership and grants Client a perpetual, worldwide license to use deliverables)

Notwithstanding the foregoing, Provider may retain the right to use general know-how, methodologies, algorithms, templates and improvements developed in connection with the services, provided such use does not disclose Client Confidential Information or Deliverables unique to the Client.

6. Revisions and Acceptance

Deliverables will be submitted to Client for review. Client shall provide acceptance or reasonably detailed rejection within calendar days of receipt. Provider will, at its expense, correct non-conforming items if claimed within the acceptance period.

7. Warranties; Limitation of Liability; Indemnification

Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, each party's aggregate liability shall be limited to the amount paid or payable by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of its breach of this Agreement or its negligence or willful misconduct. The indemnifying party shall control the defense and settlement of any claim, provided that no settlement that admits fault or imposes obligations on the indemnified party may be entered without the indemnified party's prior written consent.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or email with confirmed receipt.

9. Governing Law

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

10. Entire Agreement; Amendments

This Agreement, together with any attachments or executed statements of work, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

11. Miscellaneous

If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

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