Content Reviewer Agreement

Content Reviewer Agreement

This Content Reviewer Agreement (the "Agreement") is entered into as of by and between Client Name: whose principal place of business is , and Reviewer Name: located at .

RECITALS

WHEREAS, Client develops, owns, or licenses digital and printed content, including but not limited to articles, scripts, images, video, and other materials (collectively, "Content"), that Client desires to have reviewed for accuracy, quality, compliance, and editorial standards; and

WHEREAS, Reviewer possesses necessary expertise to review, comment on, and recommend revisions to such Content pursuant to the terms set forth herein; and

WHEREAS, Client and Reviewer desire to set forth the terms and conditions under which Reviewer will perform review services.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. ENGAGEMENT

Client engages Reviewer, and Reviewer accepts such engagement, to provide content review services as described in Section 2 below on the terms and conditions of this Agreement.

2. SCOPE OF SERVICES

Reviewer shall perform the Services in a professional, workmanlike manner consistent with industry standards. Reviewer shall provide written comments, suggested edits, and a summary of findings for each deliverable unless otherwise agreed in writing.

3. COMPENSATION

As full compensation for the Services, Client shall pay Reviewer as set forth below. Payment is conditional upon Client's acceptance of the deliverable subject to the acceptance criteria in Section 2.

Reviewer shall not incur third-party expenses exceeding without prior written approval from Client.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by Client to Reviewer relating to the Content, business plans, processes, customer information, commercial terms, or other proprietary information. Reviewer will hold all Confidential Information in strict confidence, will not disclose it to any third party except as authorized, and will use it only to perform the Services. Reviewer shall take reasonable measures to protect Confidential Information from unauthorized use or disclosure, no less than the measures it uses for its own confidential information of similar importance.

Confidentiality obligations shall not apply to information that (a) becomes generally available to the public other than through a breach by Reviewer, (b) was rightfully in Reviewer's possession prior to disclosure, or (c) is required to be disclosed by law or regulation, provided Reviewer gives Client prompt written notice and cooperates with Client's efforts to seek protective measures.

5. OWNERSHIP; LICENSES

Client shall retain all right, title and interest in and to the Content and any derivatives thereof. To the extent Reviewer contributes any new materials in performance of the Services ("Reviewer Materials"), Reviewer hereby assigns to Client all right, title and interest in and to such Reviewer Materials and agrees to execute any documents necessary to effectuate such assignment. Reviewer warrants that Reviewer has full authority to grant the rights herein and that the Reviewer Materials will not infringe third-party rights.

Reviewer may retain copies of deliverables solely for archival or professional reference subject to the confidentiality obligations of this Agreement and may not use Client Confidential Information for any other purpose.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement. Reviewer represents and warrants that (a) the Services will be performed in a professional manner, (b) the Reviewer Materials will be original or properly licensed, and (c) Reviewer will comply with applicable laws in performing Services.

7. INDEPENDENT CONTRACTOR

Reviewer is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, partnership or joint venture relationship. Reviewer is solely responsible for all taxes, withholdings, and other statutory obligations related to payments received under this Agreement.

8. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the Services are completed or until terminated by either party as provided herein. Either party may terminate this Agreement for convenience upon seven (7) days' prior written notice. Either party may terminate immediately for material breach if such breach remains uncured for ten (10) days after written notice.

Upon termination, Reviewer shall promptly deliver all work in progress and shall be entitled to payment for all Services performed and reimbursable expenses incurred through the effective date of termination, subject to Client's rights of set-off for breach.

9. INDEMNIFICATION

Reviewer shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Reviewer Materials, breach of warranties, or Reviewer's negligent or willful acts or omissions in connection with the Services.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL A PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE TO REVIEWER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the opening paragraph or to such other address as a party may designate by written notice. Notices may be delivered by hand, nationally recognized courier, or certified mail (return receipt requested) and are effective upon receipt.

12. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. Failure or delay by either party in exercising any right shall not constitute a waiver of that right unless such waiver is in writing and signed.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision achieving, to the extent possible, the original intent.

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

15. 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.

16. MISCELLANEOUS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together will constitute one and the same instrument. Electronic signatures and PDF counterparts shall be binding and enforceable.

SIGNATURES

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