Document Edit Request

Document Edit Request

RECITALS

WHEREAS, Client Name: , is the party requesting edits to the document described below; and

WHEREAS, Editor Name: , is engaged to perform professional editing and revision services under the terms of this agreement; and

WHEREAS, the parties desire to set forth the scope, schedule, payment terms, confidentiality obligations and other terms governing the requested document edits.

DOCUMENT DETAILS

SCOPE OF WORK

The Editor shall perform editing services for the document described above. Services include substantive edits, line edits, proofreading, style consistency checks, and incorporation of Client-provided comments as expressly set forth in the Scope of Work field below. Minor formatting adjustments and pagination corrections are included only if expressly listed.

PAYMENT TERMS

Client agrees to pay the Editor the fees and on the schedule set forth below. All fees are exclusive of applicable taxes which, if any, are the responsibility of Client. Fee adjustments for additional change orders are set out in the Change Orders section.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for 10 days after written notice. Upon termination Client shall pay for all completed work and any non-cancellable costs reasonably incurred by Editor.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive confidential information of the other party. Confidential information includes draft materials, unpublished manuscripts, proprietary research, Client comments and any non-public business or technical information. The receiving party shall not use or disclose Confidential Information except as necessary to perform obligations under this Agreement, and shall protect such information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidentiality obligations survive termination for years, except for information that becomes public through no breach by the receiving party or as required by law.

CHANGE ORDERS

Any change to the Scope of Work shall be documented in a written change order specifying the change, the impact on fees, and any extension of schedule. No change order is effective unless signed by authorized representatives of both parties. Additional services requested by Client beyond the Scope of Work will be billed at the Editor's standard hourly or per-word rates as stated in the change order.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

The Editor warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, THE EDITOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Editor under this Agreement. Each party shall indemnify and hold harmless the other from third-party claims arising from its breach of representations, or from its negligent or willful acts.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any executed change orders and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendments must be in writing and signed by authorized representatives of both parties.

CONTACTS FOR NOTICES

REPRESENTATIONS

Each party represents that it has full power and authority to enter into this Agreement and that the execution and delivery of this Agreement and the performance of its obligations will not violate any other agreement to which it is a party.

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