Business Editor Document

BUSINESS EDITOR AGREEMENT

This Business Editor Agreement (the "Agreement") is entered into as of by and between Client Name: (the "Client") and Editor Name: (the "Editor").

RECITALS

WHEREAS, the Client engages in the development, preparation and dissemination of business documents, marketing materials, reports and related content; and

WHEREAS, the Editor represents that the Editor has the skill, experience and resources necessary to provide professional editing, proofreading, style and substantive editorial services for business content; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Editor will provide such services to the Client.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Editor the fees set forth below in consideration for the services described above. All amounts are payable in lawful currency of the applicable jurisdiction.

Late payments shall accrue interest at the rate of on any unpaid balance, or the maximum lawful rate if lower.

TERM AND TERMINATION

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

Either party may terminate for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for days after written notice of breach.

Upon termination, Editor shall deliver all completed and partially completed work for which Client has paid, and Client shall pay for work performed through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical and financial information disclosed by either party to the other, whether in written, oral or electronic form, and which is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) hold Confidential Information in strict confidence and use it solely to perform obligations under this Agreement; (b) limit disclosure to employees, contractors or agents who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) take reasonable measures to protect the confidentiality of the information.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully known by the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Confidential Information.

If a receiving party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the disclosing party (unless prohibited) and reasonably cooperate with the disclosing party at the disclosing party's expense to seek confidential treatment or protective order.

INTELLECTUAL PROPERTY; LICENSE

Subject to payment in full, Editor hereby assigns to Client all right, title and interest in and to the editing deliverables specifically created for Client under this Agreement. Editor retains no rights to reuse Client-specific confidential material. Notwithstanding the foregoing, Editor shall retain the right to use general skills, techniques and know-how developed in providing the services, provided no Confidential Information of Client is disclosed.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising from material breach, gross negligence, or willful misconduct. Except for liability arising from gross negligence or willful misconduct, neither party's aggregate liability under this Agreement shall exceed the total amounts paid by Client to Editor in the six (6) months preceding the claim.

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.

MISCELLANEOUS

Relationship of Parties: The Editor is an independent contractor. Nothing in this Agreement creates an employment, joint venture or agency relationship between the parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign to a successor in connection with a merger or sale of substantially all of its assets.

Notices: Notices shall be in writing and delivered to the addresses provided by the parties. Electronic delivery shall be effective where delivered to an address agreed by the parties.

ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, representations and understandings. Any amendment must be in writing and signed by both parties.

Each party represents and warrants that the person executing this Agreement on its behalf is authorized to bind that party.

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