Business Document Edits

GENERAL BUSINESS AGREEMENT — DOCUMENT EDITING SERVICES

This General Business Agreement for document editing services (Agreement) is entered into as of Effective Date: by and between Client Name: and Contractor Name:

RECITALS

WHEREAS, Client desires to obtain professional editing, proofreading, formatting, and related document services for certain business documents, manuscripts, policies, and other written materials (Documents); and

WHEREAS, Contractor represents that Contractor has the skill, experience, and resources necessary to perform document editing services and is willing to provide such services on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

SCOPE OF WORK

Contractor shall provide document editing services as requested by Client, including but not limited to substantive editing, copyediting, proofreading, style and formatting, pagination, and preparation of deliverables in agreed formats. Deliverables shall conform to the specifications set forth below and any mutually agreed written instructions.

PAYMENT TERMS

Client shall pay Contractor for the Services as set forth below. All fees are due in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest and fees as set forth below.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for a period of 10 days after written notice of such breach.

Upon termination, Contractor shall deliver all completed work and invoice Client for any unpaid services performed through the effective date of termination. Client shall pay all undisputed amounts within the agreed net payment terms.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means any non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted in this Agreement or with the prior written consent of the disclosing party.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was already known to the receiving party without restriction at the time of disclosure; (iii) rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The obligations in this Section shall survive termination of this Agreement for a period of .

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client retains all right, title, and interest in the original content provided to Contractor. Contractor shall retain moral rights in editorial contributions until such rights are assigned in writing. Upon full payment, Contractor assigns to Client all rights in the edited deliverables as necessary for Client's use in the ordinary course of business; provided, however, that Contractor may retain archival copies for recordkeeping and portfolio purposes subject to the Confidentiality provisions herein.

INDEPENDENT CONTRACTOR; WARRANTIES

Contractor is an independent contractor and not an employee, partner, or agent of Client. Contractor represents and warrants that Contractor will perform services in a professional manner consistent with industry standards and will not knowingly infringe third-party intellectual property rights. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONTRACTOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

LIMITATION OF LIABILITY

Neither party shall be liable for special, incidental, consequential, punitive, or exemplary damages arising out of or relating to this Agreement, regardless of whether such damages were foreseeable. Contractor's aggregate liability under this Agreement shall not exceed the total fees actually paid by Client to Contractor under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt to resolve disputes in good faith by negotiation prior to seeking litigation or other dispute resolution procedures.

MISCELLANEOUS

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, and negotiations, whether written or oral. Any amendment must be in writing and signed by both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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