Business Edited Document

BUSINESS EDITED DOCUMENT

This Business Edited Document Agreement (the Agreement) is made as of between:

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform document editing, proofreading, and related editorial services for certain business materials, including but not limited to policies, marketing collateral, and contracts (the Services); and

WHEREAS, Service Provider represents that it has the professional expertise, personnel, and capacity to perform the Services in a professional and timely manner in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide the Services and Client will pay for such Services.

SCOPE OF WORK

Service Provider shall perform the Services described below. Deliverables shall conform to the specifications and schedules set forth in this Agreement or as otherwise agreed in writing by the parties.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in exchange for the Services. All amounts are stated in lawful currency and are exclusive of applicable taxes unless otherwise specified.

Invoices are due as specified in the payment schedule. Unpaid amounts shall accrue interest at the rate specified above from the date due until paid. Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services. Service Provider shall not be required to perform further Services if undisputed invoices are overdue by more than thirty (30) days.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above after receipt of written notice. Termination for insolvency, bankruptcy, or other good cause may be effective immediately. Upon termination, Client shall pay Service Provider for Services performed and approved expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including drafts, source documents, business plans, and editorial comments. Each recipient shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely to perform under this Agreement, and (c) not disclose Confidential Information to any third party except as expressly permitted in this Agreement.

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 rightfully in the recipient's possession prior to disclosure; or (iii) is independently developed without use of or reference to the disclosing party's Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain confidential for so long as they qualify as trade secret under applicable law.

INTELLECTUAL PROPERTY

Unless the parties agree otherwise in writing, Client retains all right, title and interest in original materials provided to Service Provider. Service Provider grants to Client a nonexclusive, perpetual, worldwide license to use the edited deliverables for Client's business purposes, subject to Client's payment in full. Service Provider retains the right to use general skills, know-how, and methodologies developed or used in performing the Services, provided no Confidential Information or Client-specific proprietary materials are disclosed.

LIMITATION OF LIABILITY; INDEMNIFICATION

Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing under this Agreement. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in accordance with the chosen arbitration rules agreed in writing by the parties.

ENTIRE AGREEMENT; AMENDMENTS

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

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets. Notices shall be given in writing to the addresses set forth above or to such other address as a party may designate by notice.

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