Client Rewrite Packet

Client Rewrite Packet

This Client Rewrite Packet (the "Agreement") is entered into as of by and between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client seeks professional rewriting, editing, and restructuring of client-provided materials, including but not limited to marketing copy, technical text, proposals, and website content; and

WHEREAS, Service Provider represents that it has the necessary experience and resources to perform the rewriting services described in this packet; and

WHEREAS, the parties desire to set forth the scope, deliverables, compensation, confidentiality and other material terms in writing.

SCOPE OF WORK

Deliverables will include revised source files and a maximum of rounds of revision per deliverable, unless otherwise agreed in writing.

PAYMENT TERMS

Payments shall be due as specified above. Unless otherwise stated, invoices are due within days of invoice date. If Client fails to pay any undisputed amount when due, a late fee of percent per month on the overdue balance will accrue, plus reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately for material breach if such breach remains uncured for days after written notice.

Upon termination, Client shall pay Service Provider for work performed through the effective date of termination and for any non-cancelable obligations incurred prior to termination. Additionally, the parties shall cooperate to transition active work in progress in a commercially reasonable manner.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, including client materials, drafts, edits, business information, and pricing. The receiving party agrees to: (a) maintain Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to employees and contractors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall continue for years following termination or expiration of this Agreement, except with respect to trade secrets which shall remain protected for so long as the information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client shall retain ownership of all pre-existing materials and underlying information it provides. Upon full payment, Service Provider hereby assigns to Client all right, title and interest in and to the final rewritten deliverables created specifically for Client under this Agreement, subject to Service Provider's moral rights and rights in pre-existing materials of third parties. Service Provider retains the right to use non-confidential, de-identified samples of work for portfolio and marketing purposes unless Client provides written objection.

REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Service Provider represents that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND AGGREGATE DIRECT LIABILITY SHALL BE LIMITED TO AMOUNTS PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE PRIOR SIX MONTHS.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties agree to negotiate in good faith to resolve disputes and, if unresolved, submit to the exclusive jurisdiction of the state and federal courts located in the selected jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and written attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

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