Content Writing Proposal Template

Content Writing Proposal Template

Client Name:   Client Address:

Service Provider (Writer) Name:   Provider Address:

Effective Date:

Recitals

WHEREAS, Client desires to engage Service Provider to prepare original written content, including but not limited to articles, blog posts, social media posts, and marketing copy, as more fully described in the Scope of Work; and

WHEREAS, Service Provider represents that Service Provider has the necessary expertise, experience and capacity to perform the services, and agrees to provide such services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which such content will be created, delivered, and compensated.

Scope of Work

Payment Terms

Total Fee: $

Final balance due upon completion and acceptance of deliverables, unless otherwise stated in Payment Schedule above. Invoices are payable within days of invoice.

Late Fee: A late fee of % of the outstanding invoice per month (or the maximum permitted by law, if less) will accrue on overdue amounts.

Bank transfer    Check    Other (specify in notes below)

Term and Termination

Term Start Date:   Term End Date (or project completion):

Either party may terminate this Agreement for convenience upon days' prior written notice. For material breach, the non-breaching party may terminate if the breach is not cured within days after written notice of such breach.

Upon termination, Client will pay Service Provider for work satisfactorily performed through the effective date of termination, calculated pro rata if necessary. Service Provider will deliver any completed deliverables and return or destroy Confidential Information as directed by Client.

Confidentiality

Definition: "Confidential Information" means non-public business, technical, or financial information disclosed by one party to the other, whether oral or written, 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.

Obligation: Each party shall hold the other's Confidential Information in strict confidence, shall not use it except to perform its obligations under this Agreement, and shall not disclose it to third parties except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations no less protective than those set forth herein.

Exceptions: Confidential Information does not include information that is (a) publicly available through no fault of the receiving party, (b) already in the receiving party's legitimate possession prior to disclosure, (c) rightfully received from a third party without breach of an obligation of confidentiality, or (d) independently developed without use of the disclosing party's Confidential Information.

Return of Materials: Upon request or upon termination, receiving party shall return or certify destruction of Confidential Information and all copies.

Intellectual Property

Ownership: Unless otherwise agreed in writing, upon full payment of all fees due under this Agreement, Service Provider hereby assigns to Client all right, title and interest in and to the final deliverables created specifically for Client under this Agreement, including all copyrights. Service Provider retains the right to use non-confidential, non-client-specific excerpts of the work for promotional purposes in a portfolio or résumé, provided no Confidential Information or Client trademarks are disclosed.

Pre-existing Materials: Service Provider retains ownership of any pre-existing materials, tools, methodologies, or templates used in performing the services ("Background Materials"), but grants Client a non-exclusive, royalty-free license to use such Background Materials to the extent incorporated into the deliverables.

Representations; Warranties; Indemnity

Service Provider represents that all deliverables will be original, will not infringe third-party rights, and will not contain libelous or unlawful material. Client represents it has the right to provide materials and information it supplies to Service Provider.

Indemnity: Each party shall indemnify and hold harmless the other from claims, liabilities, losses, and expenses arising from its breach of the representations and warranties made herein, except to the extent caused by the other party's gross negligence or willful misconduct.

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.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications. No modification or amendment shall be binding unless in writing and signed by both parties.

Miscellaneous

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, or agency relationship. Service Provider is solely responsible for taxes and benefits related to its performance.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

Acceptance: By signing below, the parties acknowledge that they have read, understand, and agree to be legally bound by the terms and conditions of this Agreement.

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