Correction Services Agreement

CORRECTION SERVICES AGREEMENT

This Correction Services Agreement (the Agreement) is entered into as of by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client retains Contractor to perform correction services consisting of review, correction, and formal amendment of specified written materials, data sets, or publications (the Services), and Contractor has represented that it has the skill, personnel, and resources necessary to perform such Services in a professional and workmanlike manner; and

WHEREAS, the parties desire to set forth in this Agreement the terms and conditions under which Contractor will provide the Services, including scope, compensation, confidentiality, and remedies for breach.

SCOPE OF WORK

Contractor shall perform the Services described below in accordance with the standards and schedule set forth in this Agreement. Contractor shall provide all labor, materials, equipment, and supervision necessary to complete the Services unless otherwise specified in writing.

PAYMENT TERMS

Client shall pay Contractor for the Services as set forth below. All fees are exclusive of taxes and reimbursable expenses unless expressly stated otherwise.

Reimbursable expenses: Contractor may invoice for pre-approved out-of-pocket expenses incurred in connection with the Services. Any single expense in excess of requires prior written approval from Client.

Amounts not paid within days of invoice shall accrue interest at a rate of and Client shall be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and approved prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by either party to the other that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential, including draft materials, corrections, editorial comments, source files, and Client data.

Contractor shall (i) maintain Confidential Information in strict confidence using at least the same degree of care as Contractor uses with its own confidential information, but no less than a reasonable degree of care; (ii) not disclose Confidential Information to third parties except to Contractor's employees and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (iii) return or destroy Confidential Information upon Client's written request. The obligations in this Section shall survive termination of this Agreement for a period of years.

WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY

Contractor warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Contractor shall indemnify, defend and hold Client harmless from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of Contractor's gross negligence, willful misconduct, or material breach of this Agreement. Client shall promptly notify Contractor of any claim and cooperate in its defense. This indemnity does not apply to claims arising from Client's negligent use of the deliverables or Client-provided materials.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER FOR ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES.

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. The parties submit to the exclusive jurisdiction of the courts located within that state for resolution of disputes arising under this Agreement, subject to any mutually agreed alternative dispute resolution provisions set forth herein.

ENTIRE AGREEMENT

This Agreement, including all attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any modification or waiver of this Agreement must be in writing and signed by both parties.

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