Comic Book Editing Agreement

COMIC BOOK EDITING AGREEMENT

This Comic Book Editing Agreement ("Agreement") is made as of between the parties set forth below.

WHEREAS

WHEREAS, Client is the author, copyright owner, or authorized licensee of a comic book project described as the "Manuscript" and requires professional editorial services to prepare the Manuscript for publication and distribution; and

WHEREAS, Editor has represented that Editor has the skill, experience and capacity to provide editing, developmental notes, copyediting, line editing, and specification of panel/lettering guidance specific to comic book workflows; and

WHEREAS, the parties wish to set forth the terms under which Editor will perform editorial services for Client.

SCOPE OF WORK

Editor will perform the editorial services described below. Deliverables, number of revision rounds, and turnaround times will be as set out in this section.

PAYMENT TERMS

Client shall pay Editor the amounts and on the schedule set forth below in exchange for the services described in this Agreement. All fees are exclusive of applicable taxes, which are the responsibility of the party required by law to pay such taxes.

All payments are due within the time specified in the Payment Schedule. If Client fails to make timely payment, Editor may suspend work until payment is received, and late fees shall accrue as specified above. Editor's acceptance of partial or late payments shall not constitute a waiver of any rights under this Agreement.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated, continues until .

Upon termination for any reason, Client shall pay Editor for services performed and expenses incurred through the effective date of termination. Editor shall deliver to Client all completed and partially completed deliverables upon receipt of outstanding fees unless otherwise agreed in writing.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other in any form that is identified as confidential or is reasonably understood to be confidential given its nature. Editor shall not disclose Confidential Information except as required to perform the Services or as required by law. Editor shall use at least reasonable care to protect Client's Confidential Information and shall not use such information for any purpose other than performing obligations under this Agreement.

The obligations in this section survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they meet the legal definition of a trade secret.

INTELLECTUAL PROPERTY; LICENSES

Client represents and warrants that Client owns or controls the rights necessary to permit Editor to perform the Services. Except as expressly provided below, ownership of the Manuscript and all underlying copyrights and trademarks shall remain with Client.

Upon full payment of all amounts due under this Agreement, Editor hereby assigns and transfers to Client all right, title and interest in and to the edited Manuscript and all deliverables created for Client under this Agreement, including all copyrights and other intellectual property rights. Editor retains no ownership rights in the edited Manuscript except that Editor may retain copies for archival purposes.

REPRESENTATIONS, WARRANTIES, AND INDEPENDENT CONTRACTOR

Each party represents that it has authority to enter this Agreement. Editor warrants that services will be performed in a professional manner consistent with prevailing industry standards. EXCEPT AS SET FORTH HEREIN, EDITOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Editor is an independent contractor and not an employee, agent or partner of Client. Editor is solely responsible for all taxes, insurance, and benefits related to Editor's performance of services.

INDEMNIFICATION; LIMITATION OF LIABILITY

Client shall indemnify and hold Editor harmless from any third-party claims arising from Client's breach of representations or from Client's underlying content. Editor shall indemnify Client from third-party claims arising from Editor's gross negligence or willful misconduct in performing the Services.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO EDITOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any schedules or attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. Any modification or amendment to this Agreement must be in writing and signed by both parties.

NOTICES

Any notice required or permitted 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 by notice. Notices shall be deemed given upon personal delivery, confirmed electronic transmission, or three (3) business days after deposit with certified mail.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have had the opportunity to seek independent legal advice prior to executing this Agreement.

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