Editing Services Page Editing Agreement

Editing Services Page Editing Agreement

This Editing Services Page Editing Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: (each a "Party" and collectively the "Parties") as of Effective Date: .

WHEREAS

WHEREAS, the Client engages the Service Provider to perform professional editing services for website page content, copy, and related materials in accordance with the terms of this Agreement; and

WHEREAS, the Service Provider possesses the necessary experience and expertise to perform the editing services described herein and agrees to provide such services as an independent contractor;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows.

1. SCOPE OF WORK

The Service Provider shall perform professional editing of page content as described below. The scope includes copyediting, proofreading, grammar and punctuation correction, stylistic edits to conform to Client tone, and one round of minor structural edits unless additional revisions are agreed in writing.

2. DELIVERABLES AND SCHEDULE

Deliverables shall consist of edited page files delivered in the mutually agreed format. The Service Provider will deliver initial edits within calendar days after receipt of source materials and will accommodate up to round(s) of revisions included in the Fee.

3. PAYMENT TERMS

In consideration for the Services, the Client shall pay the Service Provider the Fees set forth below. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices are due within days of invoice date. Overdue balances accrue interest as set forth in the Late payment fee above. The Client is responsible for providing timely approvals and any requested materials; delays caused by the Client may result in schedule adjustments and additional charges.

4. TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to termination. Either Party may terminate for material breach if the breaching Party fails to cure within 15 days after written notice of such breach.

Upon termination, the Service Provider shall deliver work in progress and Client shall pay for all services performed and expenses incurred through the effective date of termination.

5. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other, whether in writing, orally, or by inspection of tangible items, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes drafts, source text, editorial notes, business plans, and unpublished content.

The receiving Party shall: (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that is: (i) publicly known through no fault of the receiving Party; (ii) lawfully received from a third party without restriction; or (iii) independently developed without use of the disclosing Party's Confidential Information. The receiving Party may disclose Confidential Information if required by law, provided it gives prompt notice to the disclosing Party to seek protective relief.

6. INTELLECTUAL PROPERTY AND LICENSES

Ownership: Except as expressly set forth below, each Party retains all right, title and interest in and to its pre-existing intellectual property. The Service Provider grants the Client a non-exclusive, non-transferable license to use drafts and edited content solely for review purposes during the engagement.

Assignment of Deliverables: Upon full payment of Fees due for the applicable deliverable, the Service Provider assigns to the Client all exclusive rights, title and interest in the final edited deliverables created specifically for the Client under this Agreement, subject to the Service Provider's right to use non-confidential excerpts for promotional purposes unless Client objects in writing.

7. REPRESENTATIONS, WARRANTIES, AND LIMITATIONS

Each Party represents and warrants that it has the full power and authority to enter into this Agreement. The Service Provider warrants that the Services will be provided in a professional and workmanlike manner consistent with industry standards. Except for the express warranties set forth in this paragraph, the Services are provided "AS IS" and the Service Provider disclaims all other warranties, express or implied.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event will either Party be liable to the other for consequential, incidental, special, or punitive damages. The Service Provider's aggregate liability for any claim arising out of or relating to this Agreement will not exceed the total Fees paid by the Client under this Agreement for the relevant Services.

8. INDEMNIFICATION

The Client will indemnify, defend and hold the Service Provider harmless from and against any claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of the Client's breach of representations, Client-provided content that infringes a third party's rights, or Client's misuse of the deliverables. The Service Provider will indemnify the Client for claims to the extent they arise from the Service Provider's gross negligence or willful misconduct.

9. INDEPENDENT CONTRACTOR

The Service Provider is an independent contractor and not an employee, agent, joint venturer, or partner of the Client. The Service Provider is solely responsible for all taxes, insurance, and benefits related to its personnel.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

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

12. NOTICE

13. MISCELLANEOUS

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any right is effective unless in writing signed by the waiving Party.

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