Business Document Editing Guide

BUSINESS DOCUMENT EDITING GUIDE

Agreement Date:

Client Name:    Service Provider Name:

RECITALS

WHEREAS, Client engages Service Provider to prepare and maintain a Business Document Editing Guide setting forth professional editing standards, style rules, and workflow processes applicable to Client's business documents; and

WHEREAS, Service Provider has the expertise, staffing and resources to develop, edit, and deliver such guide and associated deliverables in accordance with the specifications set forth in this Agreement; and

WHEREAS, the parties desire to reduce to writing their respective rights and obligations concerning the scope, delivery, confidentiality and compensation for the editing services to be provided.

SCOPE OF WORK

Service Provider shall develop, edit and deliver a Business Document Editing Guide that, at minimum, addresses editorial standards, document structure, style and formatting rules, citation and references, proofreading procedures, version control, and acceptance criteria. Specific tasks and deliverables are described below and in the accompanying deliverables schedule.

Deliverable 1: Due Date:

Deliverable 2: Due Date:

Additional requirements, acceptance criteria, and formatting templates must be incorporated into the final guide as specified in the detailed scope.

EDITING STANDARDS & REVISIONS

PAYMENT TERMS

Client shall pay Service Provider the fees set forth in this section in exchange for the Deliverables. Payment obligations are unconditional except for Service Provider's failure to tender deliverables meeting the acceptance criteria set forth in this Agreement.

Late payments shall incur a late fee equal to: of the unpaid balance per month, calculated monthly and compounded.

TERM AND TERMINATION

This Agreement commences on the Start Date below and shall continue until the End Date below unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Termination for cause may be effected immediately upon material breach by the other party if such breach remains uncured for ten (10) days following written notice.

Upon termination, Client shall pay Service Provider for all work performed through the effective date of termination and for reasonable wind-down costs actually incurred.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means all non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential. Service Provider shall (i) maintain Confidential Information in strict confidence, (ii) not use Confidential Information except for performance under this Agreement, and (iii) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidentiality obligations do not apply to information that is or becomes publicly available without breach, was known to the recipient prior to disclosure, is lawfully received from a third party without restriction, or is independently developed.

Yes    No

INTELLECTUAL PROPERTY AND LICENSES

Subject to Client's payment of all fees owed, Service Provider assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement, excluding Service Provider's pre-existing materials, methodologies and tools (collectively, Provider Tools). Service Provider grants Client a perpetual, non-exclusive, royalty-free license to the Provider Tools to the extent embedded within deliverables. Provider retains the right to use non-identifying elements of work for reference and portfolio purposes.

LIMITATION OF LIABILITY; WARRANTIES

Service Provider warrants that deliverables will materially conform to the Scope of Work for a period of thirty (30) days following delivery. EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT.

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.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and this Agreement does not create a partnership, joint venture, agency, or employment relationship.

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