Business Manuscript Template

BUSINESS MANUSCRIPT TEMPLATE

This Business Manuscript Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with Address: , and Author Name: with Address: .

RECITALS

WHEREAS, Client desires to engage Author to prepare a manuscript and related materials for Client's business publication, and Author has represented that Author has the requisite skill, experience and capacity to prepare the manuscript in accordance with the terms of this Agreement;

WHEREAS, Author agrees to create the manuscript described herein and to deliver the manuscript in accordance with the Schedule of Deliverables set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the manuscript and its use.

SCOPE OF WORK

Author shall prepare and deliver a manuscript (the "Manuscript") consistent with the specifications and objectives set by Client. The Manuscript shall be delivered in electronic format and in a format acceptable to Client. Specific tasks, deliverables, and acceptance criteria are described below.

PAYMENT TERMS

In consideration for the services described herein, Client will pay Author the fees and on the schedule set forth below. All amounts payable are in lawful currency and are exclusive of any taxes which shall be the responsibility of the party required to remit such taxes.

Any payment not received within days of the due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus a late fee of .

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 material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate without cause upon days' prior written notice to the other party. Upon termination, Client shall pay Author for services satisfactorily performed through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence all non-public information disclosed by the other party (the "Disclosing Party") 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 ("Confidential Information"). The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall 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 at least as protective as those in this Agreement. Confidential Information shall not include information that is or becomes publicly available through no fault of the Receiving Party or is rightfully received from a third party without restriction.

Author may retain and use for portfolio and self-promotional purposes non-confidential excerpts of the Manuscript provided that no Confidential Information of Client is disclosed. I acknowledge the portfolio use allowance

INTELLECTUAL PROPERTY AND RIGHTS

Subject to full payment of all fees due under this Agreement, Author assigns and transfers to Client all right, title and interest in and to the final Manuscript, including copyrights, for all purposes throughout the world. Notwithstanding the foregoing, Author retains the moral rights and the right to be credited as author. Client's rights shall include the right to reproduce, distribute, prepare derivative works, display and otherwise exploit the Manuscript in any medium.

Author represents and warrants that the Manuscript will be original to Author, will not infringe the rights of any third party, and will not contain libelous or unlawful material. Author shall indemnify and hold Client harmless from any claims, damages or expenses arising out of breach of these representations and warranties.

LIMITATION OF LIABILITY

Except for breach of confidentiality or claims arising from willful misconduct or gross negligence, in no event shall either party be liable for incidental, consequential, special or punitive damages, and the aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid or payable to Author under this Agreement.

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 any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

All notices under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given upon receipt.

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