Business Document Rewrite Template

BUSINESS DOCUMENT REWRITE TEMPLATE

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

WHEREAS

WHEREAS, Client has existing business materials, documents, templates, and related content that require editorial revision, reformatting, and substantive rewriting to meet Client's objectives; and

WHEREAS, Service Provider represents that it possesses the necessary expertise, personnel and resources to perform the rewriting services described herein; and

WHEREAS, the parties desire to set forth the terms, conditions and responsibilities relating to the provision and acceptance of rewritten documents.

SCOPE OF WORK

Deliverables: Service Provider shall deliver rewritten documents as described in the Detailed Scope. Delivery format(s) shall include . Acceptance shall be based on the acceptance criteria set forth in this Agreement and any mutually agreed acceptance checklist.

PAYMENT TERMS

Invoices are due within days of invoice receipt. Unpaid amounts shall accrue interest at a late fee of or the maximum allowable by law, whichever is less.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party given at least days prior to termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that (i) is or becomes publicly known other than through a breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) is independently developed by the receiving party, or (iv) is required to be disclosed by law.

Obligations: The receiving party shall (i) use Confidential Information solely to perform obligations under this Agreement, (ii) limit disclosure to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Client retains ownership of Client-provided materials. Service Provider hereby assigns to Client all right, title and interest in and to final delivered rewritten documents upon full payment. Service Provider may retain ownership of underlying methodologies, templates, and pre-existing materials, subject to a non-exclusive license to Client to use those materials as incorporated in the deliverables.

WARRANTIES, INDEMNITY & LIMITATION

Warranties: Each party represents that it has the authority to enter this Agreement. Service Provider warrants that deliverables will materially conform to the agreed scope and will not knowingly infringe third-party intellectual property rights. Client warrants that Client-provided content does not violate third-party rights.

Indemnity: Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's breach of its representations, warranties, or obligations under this Agreement.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or infringement of intellectual property rights, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement.

CHANGES; CHANGE ORDERS

Any change to the Scope of Work shall be documented in a written change order executed by both parties and shall set forth any adjustment to price and schedule. Service Provider shall not be required to perform work outside the agreed scope absent an executed change order.

GOVERNING LAW; DISPUTE RESOLUTION

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

Dispute Resolution: The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be submitted to binding arbitration or litigation as agreed by the parties in writing.

ENTIRE AGREEMENT; MISCELLANEOUS

Entire Agreement: This Agreement, including any executed change orders, constitutes the entire agreement between the parties and supersedes all prior representations, negotiations and agreements, whether written or oral, relating to the subject matter hereof.

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor by merger or acquisition.

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