Business Writing Agreement

BUSINESS WRITING AGREEMENT

This Business Writing Agreement ("Agreement") is entered into effective as of by and between Client Name: and Writer Name: .

RECITALS

WHEREAS, Client desires to engage Writer to prepare written materials, editorial content, or related professional writing services as described in this Agreement; and

WHEREAS, Writer represents that Writer has the skill, experience and capacity 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 in writing the scope, compensation, schedule, confidentiality obligations, ownership of deliverables, and other terms governing their relationship.

SCOPE OF WORK

Writer shall perform the writing services and deliverables described below in a professional and timely manner in accordance with industry standards.

PAYMENT TERMS

Client shall pay Writer the Total Compensation for the services described below and in accordance with the schedule set forth. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Invoices shall be issued by Writer in accordance with the Payment Schedule. Unless otherwise specified, payment is due within 30 days of invoice date. Client shall notify Writer in writing of any disputed portion of an invoice within 10 days of receipt; undisputed amounts remain payable.

All expenses reasonably incurred by Writer in connection with performance (such as licensed imagery, research subscriptions, or travel) shall be reimbursed by Client if pre-approved in writing. Unless otherwise stated, amounts do not include sales, use or other taxes for which Client is responsible.

TERM AND TERMINATION

This Agreement begins on Start Date: and continues until End Date: , unless earlier terminated under this section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the notice period specified above following written notice. Client may terminate for convenience upon payment to Writer for work performed and reasonable wind-down costs incurred to the date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Writer and Client each agree to hold Confidential Information in strict confidence and to use it solely to perform obligations under this Agreement. Each party shall implement reasonable safeguards to protect Confidential Information from unauthorized use or disclosure.

Confidential Information does not include information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) was in the receiving party’s possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information. Upon reasonable request or upon termination, the receiving party will return or destroy Confidential Information and certify its destruction.

INTELLECTUAL PROPERTY AND ASSIGNMENT

Subject to Client’s payment in full of all amounts due, Writer hereby assigns to Client all right, title and interest in and to the final written deliverables created specifically for Client under this Agreement, including copyrights and all renewals and extensions. Writer retains the right to use non-confidential excerpts of the work for portfolio and marketing purposes, provided such use does not disclose Client Confidential Information.

WARRANTIES; INDEMNIFICATION

Each party represents that it has the full power and authority to enter into this Agreement. Writer warrants that deliverables will be original and will not knowingly infringe the intellectual property rights of any third party. Writer shall indemnify and hold Client harmless from third-party claims to the extent arising from Writer’s breach of the warranty in this paragraph. Client shall indemnify Writer for claims arising from Client-provided materials or instructions that infringe third-party rights.

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. Exclusive venue for disputes shall be the state or federal courts located within that state, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

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 written or oral. Any amendment or modification must be made in writing and signed by both parties.

NOTICES

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment relationship or joint venture.

Sign Now