Drafting Services Agreement

DRAFTING SERVICES AGREEMENT

Parties and Recitals

This Drafting Services Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS, Client requires the drafting of documents, instruments, and related written materials as described herein; and

WHEREAS, Provider is duly qualified and capable of providing drafting and related editorial services to produce legally compliant and professionally formatted deliverables; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform drafting services for Client.

Scope of Work

Provider shall perform the drafting services described below. Provider will use reasonable care and professional skill in performing the services and will deliver Deliverables in accordance with the schedule set forth by the parties.

Payment Terms

Client shall pay Provider for the Services as set forth below. All fees are stated in lawful currency and exclude any applicable taxes unless otherwise agreed in writing.

Term and Termination

This Agreement commences on the Start Date below and, unless earlier terminated in accordance with this Agreement, will continue until the End Date below or until completion of the Services, whichever occurs later.

Start Date:   End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the stated notice period following written notice. Upon termination, Client will pay Provider for Services performed and Deliverables delivered through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public information of the other party (the "Disclosing Party") disclosed in connection with this Agreement, whether verbally or in writing, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall limit disclosure to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. The confidentiality obligations shall survive termination of this Agreement for years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, upon full payment of all amounts due, Provider assigns to Client all right, title and interest in and to the final written Deliverables produced specifically for Client under this Agreement. Provider retains ownership of methodologies, templates, know-how, and other pre-existing materials used to create the Deliverables and grants Client a nonexclusive license to the extent necessary to use the Deliverables for their intended purpose.

Relationship; Liability; Indemnification

Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership or agency relationship. Each party shall be liable for its own negligence and willful misconduct. To the extent permitted by law, Provider's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve months preceding the claim. Client shall indemnify and hold Provider harmless from any third-party claims arising from Client's use of the Deliverables or Client's failure to provide accurate information to Provider.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail, or overnight courier to the addresses below or to such other address as a party designates by notice.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation between senior executives. If the dispute cannot be resolved within 30 days, the parties may pursue any remedies available at law or in equity in the courts of the chosen state.

Miscellaneous

Entire Agreement: This Agreement, together with any written exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement or any right or obligation hereunder without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's business.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Acknowledgement

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. The persons signing below are authorized to bind the respective parties.

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