Business Rewrite Document

Business Rewrite Document

Recitals

WHEREAS Client Name: , with principal address: ; and

WHEREAS Service Provider Name: , with principal address: ; and

WHEREAS the parties desire that the Service Provider prepare a rewrite, edit and reformulation of business materials and related deliverables as described below, and the parties wish to set forth the terms and conditions governing that work effective as of Effective Date: .

Scope of Work

The Service Provider will perform professional rewrite services as described in this Section. The work shall include but not be limited to the revision, editing, reformatting and language optimization of business documents, marketing copy, proposals, and related deliverables identified by the Client. The precise deliverables, acceptance criteria, and milestones are set forth below and in any attachments incorporated by reference.

Payment Terms

Consideration: Client shall pay Service Provider the total amount set forth below in exchange for the services rendered and deliverables accepted.

Late Payment: Any past-due amount shall accrue interest at a rate of % per month (or the maximum permitted by law, if lower), plus all costs of collection, including reasonable attorneys' fees.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice at least days prior to the effective termination date. Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by either party to the other 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 business plans, drafts, pricing, customer lists and proprietary materials.

Obligation: The receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information shall 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 known to the receiving party prior to disclosure; (iii) is rightfully obtained by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Remedies: The parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages may be inadequate and that the non-breaching party shall be entitled to seek injunctive relief and any other remedies available at law or in equity.

Intellectual Property; Work Product

Ownership: Unless otherwise agreed in writing, all original materials, deliverables and work product created by Service Provider specifically for Client under this Agreement (the "Work Product") shall be assigned to Client upon full payment of all sums due. Service Provider retains ownership of its pre-existing materials, tools, templates and methodologies and grants Client a non-exclusive license to any such pre-existing materials incorporated into the Work Product to the extent necessary for Client's use of the Work Product.

Representations and Warranties; Indemnity

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider represents that the Work Product will be original and will not knowingly infringe the intellectual property rights of any third party. Client agrees to indemnify and hold harmless Service Provider from liabilities arising from Client-provided materials or misuse of the deliverables. Service Provider shall indemnify Client for claims that the Work Product infringes third-party intellectual property rights, subject to the limitations below.

Limitation of Liability

Except for breaches of confidentiality or willful misconduct, neither party shall be liable for indirect, incidental, consequential, special or punitive damages. The aggregate liability of each party arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

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.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising under this Agreement by negotiation between senior representatives. If the parties cannot resolve a dispute within 30 days of written notice, the dispute shall be resolved by binding arbitration conducted in the county or city of the governing law state, unless the parties otherwise agree in writing.

Entire Agreement; Amendments

Entire Agreement: This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Amendments: Any modification or amendment to this Agreement must be in a writing signed by authorized representatives of both parties. No course of dealing or failure to enforce any right shall constitute a waiver.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses provided below or to such other address as either party designates by notice in accordance with this Section. Notices shall be deemed given when delivered in person, sent by nationally recognized overnight courier, or three business days after deposit in certified mail, postage prepaid.

Miscellaneous

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

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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