Business Document Markups

BUSINESS DOCUMENT MARKUPS

This Business Document Markups Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Client regularly commissions written, edited, or annotated business documents and requires markups, commentary, and formatting services to prepare such documents for review and execution; and

WHEREAS, Service Provider has professional experience and expertise in providing document markup, editorial direction, redline drafting, and commentary services for business instruments, and agrees to provide such services on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the markups to be performed by Service Provider.

Scope of Work

Service Provider will perform document markup services as described below. Service Provider shall apply professional skill and care, provide clear redlines or comments, and deliver markups in the agreed format and within agreed timeframes.

Payment Terms

Client shall pay Service Provider the fees and reimbursements set forth below in consideration for the services rendered under this Agreement.

Invoices will be submitted by Service Provider and are payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the rate specified below.

Expenses are reimbursable if pre-approved in writing by Client. Reimbursement will be for reasonable and necessary costs supported by receipts.

Term and Termination

This Agreement commences on and continues until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach is not cured within 10 days following written notice of the breach.

Upon termination, Client will pay Service Provider for all work performed and documented expenses incurred through the effective date of termination, including any non-cancellable obligations.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes draft documents, redlines, comments, business terms, and pricing.

Recipient shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations or exercise rights under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Recipient shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was in the Recipient's possession prior to receipt, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of Confidential Information. Disclosure required by law or court order is permitted only after prompt notice to the Disclosing Party, when lawful to do so, to allow the Disclosing Party to seek protective measures.

Intellectual Property and Use of Markups

Subject to Client's timely payment of fees, Service Provider grants Client a nonexclusive, perpetual license to use the markups and deliverables for Client's internal business purposes. Service Provider retains any pre-existing intellectual property and general know-how, including templates and stylistic conventions, provided that no Confidential Information of Client is used except as permitted in this Agreement.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR BREACH OF CONFIDENTIALITY OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR LOST PROFITS OR BUSINESS INTERRUPTION DAMAGES.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising hereunder.

General Provisions

Entire Agreement: This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendment: Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets.

Notices: All notices required or permitted shall be in writing and delivered personally, by certified mail, or by nationally recognized overnight courier to the addresses set forth above or such other address as a party may designate in writing.

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