Business Writing Document

BUSINESS WRITING AGREEMENT

This Business Writing Agreement ("Agreement") is entered into as of by and between Service Provider Name: (hereinafter "Service Provider") and Client Name: (hereinafter "Client"). Service Provider and Client are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Service Provider is engaged in the business of creating professional written materials, including but not limited to articles, white papers, marketing copy, and reports; and

WHEREAS, Client desires to retain Service Provider to prepare certain written deliverables described in this Agreement, and Service Provider agrees to provide such services under the terms set forth below.

WHEREAS, the Parties desire to set forth their respective obligations, payment terms, and other provisions governing the relationship.

SCOPE OF WORK

PAYMENT TERMS

Final payment for all undisputed amounts shall be due no later than .

Any amount not paid when due shall accrue the agreed late fee above and the Client shall be responsible for reasonable collection costs, including attorneys' fees, for amounts not promptly paid.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until , unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon providing the notice period set forth above. Either Party may terminate immediately for material breach that is not cured within fourteen (14) days after written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means 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.

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

Exclusions: Confidential Information does not include information that is or becomes generally available to the public through no fault of the receiving Party, was known by the receiving Party prior to disclosure, or is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

Return of Materials: Upon termination or at the disclosing Party's request, the receiving Party shall promptly return or destroy Confidential Information and certify such destruction in writing.

INTELLECTUAL PROPERTY

Ownership: Except as expressly provided herein, Service Provider retains ownership of its preexisting materials, methodologies and templates. Upon full payment of all fees due under this Agreement, Service Provider assigns to Client all right, title and interest in the deliverables and work product specifically prepared for Client under this Agreement, to the extent such assignment is legally enforceable.

Portfolio Use: Notwithstanding the foregoing, Service Provider may retain copies of the deliverables for archival purposes and may use non-confidential excerpts of the deliverables in its portfolio and marketing materials unless Client provides written objection.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Indemnification: Each Party shall indemnify and hold harmless the other Party from and against third-party claims arising from the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement; provided that the indemnified Party gives prompt written notice of the claim and cooperates in the defense.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth above, without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts located therein for disputes arising out of this Agreement.

Entire Agreement: This Agreement, including any attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. Any modification must be made in writing and executed by both Parties.

MISCELLANEOUS

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

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, partner or joint venturer of Client. Service Provider shall be solely responsible for payment of all taxes and withholdings arising from amounts paid under this Agreement.

Sign Now