Business Draft Letters

BUSINESS DRAFT LETTERS SERVICES AGREEMENT

This Business Draft Letters Services Agreement (the Agreement) is entered into on (Effective Date), by and between:

Provider Name:

Provider Address:

Client Name:

Client Address:

RECITALS

WHEREAS, Provider is engaged in the business of drafting, editing and preparing professional business correspondence and related written materials; and

WHEREAS, Client desires to retain Provider to draft business letters and related correspondence (the Services) on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to provide the Services to Client subject to the terms and conditions contained herein.

1. SCOPE OF WORK

Provider shall provide the Services described above, including drafting initial drafts, up to rounds of client-requested revisions unless otherwise agreed in writing. Provider shall deliver draft letters in electronic format via mutually agreed delivery method within the timeframes set forth in the Scope of Work.

2. PAYMENT TERMS

Invoices are due within days of invoice date. Late payments shall incur interest at a rate of on any unpaid balance, but not to exceed the maximum permitted by law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts.

3. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice of breach.

Upon termination, Client shall pay Provider for all Services performed through the effective date of termination and for any non-cancellable expenses incurred by Provider.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by Client to Provider in connection with the Services, including business plans, client lists, financial data, and the content of letters drafted by Provider. Provider shall (a) maintain Confidential Information in strict confidence, (b) use Confidential Information solely for performance of the Services, and (c) not disclose Confidential Information to any third party except as required by law or with Client's prior written consent.

Confidential Information does not include information that is or becomes generally available to the public other than by breach of this Agreement, was rightfully in Provider's possession prior to disclosure, or is independently developed by Provider without use of Client's Confidential Information.

5. INTELLECTUAL PROPERTY

Subject to Client's payment of all fees due, Provider hereby assigns to Client all right, title and interest in the final delivered letters and associated final deliverables prepared specifically for Client (the Final Work). Provider retains the right to use drafts and templates for Provider's business purposes, provided such use does not disclose Client's Confidential Information or Final Work as presented to Client.

If any third-party materials are incorporated, Provider will obtain a license permitting Client's use or will inform Client that such license is required.

6. WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Provider warrants that the Services will be performed in a professional and workmanlike manner. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

Client shall indemnify and hold Provider harmless from and against any claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Client's use of the letters, Client-provided instructions or materials that infringe third-party rights, or Client's breach of this Agreement.

7. MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture or partnership relationship between the parties.

All notices shall be in writing and sent to the addresses set forth above or to such other address as a party may designate by written notice. Notices may be given by personal delivery, certified mail, or nationally recognized courier service and shall be deemed given upon receipt.

EXECUTION

The parties have executed this Agreement as of the Effective Date first written above.

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