Business Rewrite Package

BUSINESS REWRITE PACKAGE AGREEMENT

Parties

This Agreement is made effective as of (Effective Date) between Client Name: , and Service Provider Name: .

Recitals

WHEREAS, Client operates a business that requires professional rewriting and refinement of business documents, marketing materials and related content (the Services); and

WHEREAS, Service Provider represents that it has the experience and expertise to perform the Services described herein and agrees to provide such Services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform a Business Rewrite Package to update, consolidate and improve Client’s existing written materials.

Scope of Work

Service Provider shall perform the Services as described below. Deliverables include but are not limited to document rewriting, structural editing, tone and brand alignment, executive summaries, and one round of client-requested revisions as set forth herein.

Acceptance Criteria: final deliverables will be accepted by Client when they materially conform to the scope and any agreed acceptance checklist. Client shall provide review comments within calendar days of receipt, after which deliverables shall be deemed accepted if no material deficiency is stated in writing.

Payment Terms

Total Fee: $ payable in U.S. dollars in accordance with the Schedule below.

Late Payment: Any amount not paid within days of the due date shall accrue interest at or the maximum permitted by law, and Service Provider may suspend Services until payment is made.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination for Cause: Either party may terminate upon material breach that is not cured within days after written notice of breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all Services performed and reasonable costs incurred through the effective date of termination. Service Provider shall deliver all work in progress and any completed deliverables for which Client has paid.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, including business plans, financial information, customer lists, trade secrets, and unpublished deliverables.

Obligations: Each party shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) disclose Confidential Information only to employees or contractors with a need to know who are bound by confidentiality obligations no less protective than those contained herein.

Exclusions: Confidential Information does not include information that is (i) already known to the receiving party without restriction, (ii) or becomes generally available to the public through no fault of the receiving party, (iii) or independently developed by the receiving party without use of Confidential Information, or (iv) rightfully obtained from a third party without breach.

Return or Destruction: Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify in writing as to such return or destruction, except to the extent retention is required by law or as necessary for archival records.

Intellectual Property and Licenses

Ownership: Except as otherwise agreed in writing, Service Provider retains ownership of pre-existing materials, tools and methodologies. Upon full payment, Service Provider grants Client a perpetual, non-exclusive, worldwide license to use the final rewritten deliverables for Client’s internal and external business purposes.

Moral Rights: To the extent permitted by law, Service Provider waives moral rights in the deliverables to allow Client to use, modify and publish the deliverables.

Representations, Warranties and Indemnity

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry practice. Client shall indemnify and hold Service Provider harmless from claims arising from Client-provided content that infringes third-party rights or is unlawful.

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. Venue for any dispute shall lie in the state or federal courts located in that jurisdiction.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. Any amendment must be in writing signed by both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the other party’s prior written consent, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices: Notices required by this Agreement shall be given in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

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