Business Nonfiction Template

BUSINESS NONFICTION TEMPLATE

This Business Nonfiction Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor/Author Name: .

RECITALS

WHEREAS, Client engages Contractor to research, write, edit and deliver nonfiction manuscript content and associated materials in the subject area and scope described herein; and

WHEREAS, Contractor has represented that Contractor possesses the skill, experience and ability to perform the Services and agrees to provide such Services under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the terms of their understanding concerning the performance, compensation, confidentiality and ownership of the work product.

SCOPE OF WORK

Contractor shall perform the services described below (the "Services"). Contractor will deliver original, non-plagiarized nonfiction manuscript content and any associated research, outlines, drafts, graphics and source files as applicable. Specific deliverables, format requirements, acceptance criteria and milestones are set forth in the Scope of Work.

PAYMENT TERMS

Client shall pay Contractor for the Services as set forth below. Fees are exclusive of applicable taxes unless otherwise stated. Contractor shall submit invoices in accordance with the Payment Schedule and Client shall make payments within the Payment Due Days after receipt of a proper invoice.

Expenses: Reimbursable out-of-pocket expenses must be pre-approved in writing by Client. Contractor shall provide receipts or substantiation for all reimbursable expenses.
Expense Reimbursement Pre-Approval

TERM AND TERMINATION

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

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure the breach within the notice period specified above. Termination will not relieve Client of the obligation to pay for Services performed and accepted prior to the effective date of termination.

CONFIDENTIALITY

Contractor acknowledges that during performance it may receive Confidential Information of Client. Contractor agrees (a) to hold such Confidential Information in strict confidence; (b) not to disclose Confidential Information to any third party except as required to perform the Services or as required by law; and (c) to use Confidential Information only for purposes of performing the Services. Confidential Information does not include information that is or becomes generally known to the public through no fault of Contractor or that was rightfully known by Contractor prior to disclosure.

Upon termination or expiration of this Agreement, Contractor will promptly return or destroy all Confidential Information and certify in writing the return or destruction upon Client's request.

OWNERSHIP AND RIGHTS

Unless otherwise agreed in writing, Contractor hereby assigns to Client all right, title and interest in and to the Work Product created under this Agreement, including copyrights and moral rights to the extent permissible by law. Contractor shall retain no rights to exploit the Work Product except as expressly provided in a written license signed by Client.

INDEPENDENT CONTRACTOR

The parties intend that Contractor will perform the Services as an independent contractor and not as an employee, partner, agent or joint venturer of Client. Contractor is solely responsible for all taxes, withholdings and other statutory or contractual obligations of any sort.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

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, whether oral or written. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Client may assign to an affiliate or successor in interest.

Remedies: The parties agree that monetary damages may be inadequate to remedy a breach of confidentiality or ownership provisions and that injunctive relief may be sought in addition to any other remedies available at law or in equity.

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