Editorial Content Approval

Editorial Content Approval

Parties

Recitals

WHEREAS, Client engages Provider to prepare, edit, and approve editorial content for publication in accordance with the scope and specifications set forth below;

WHEREAS, Provider represents that it has the editorial skills, personnel, and processes necessary to produce content that conforms to Client's editorial standards and applicable laws; and

WHEREAS, the parties desire to set forth the terms by which Client will approve content for publication and Provider will deliver and, subject to approval, publish or deliver final content.

Scope of Work

Delivery & Approval

Draft Delivery Date:

Final Delivery Date:

Approval Window: Client will review and provide written approval or consolidated revision requests within days of delivery. If Client does not respond within that period, the draft will be deemed approved for the purposes of scheduling.

Payment Terms

All invoices are due within days of invoice receipt. Client shall pay undisputed amounts in accordance with the payment schedule. Disputed amounts must be raised in writing within ten (10) days of invoice receipt and will not relieve Client's obligation to timely pay undisputed amounts.

Term and Termination

Agreement Start Date:

Agreement End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. Either party may terminate for convenience upon days' prior written notice. Upon termination, Client shall pay Provider for work performed to the termination date and for reasonable wind-down costs, provided such costs are supported by documentation.

Confidentiality

“Confidential Information” includes non-public business, editorial, technical, and financial information disclosed by one party to the other in connection with this Agreement. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) restrict disclosure to personnel who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes public through no fault of the receiving party; (ii) was rightfully in the receiving party’s possession prior to disclosure; or (iii) is independently developed without use of the disclosing party’s Confidential Information. The confidentiality obligations survive termination for three (3) years, except that trade secrets remain protected for as long as they qualify as trade secrets.

Intellectual Property & Warranties

Provider warrants that it has the rights to provide the content and that the content will not infringe third-party intellectual property rights or violate applicable laws. Except as expressly set forth, Provider grants Client a perpetual, worldwide, non-exclusive license to use, reproduce, and display the approved final content for the purposes agreed herein. Provider shall obtain and retain written releases for third-party materials incorporated into the content and will provide copies of such releases upon request. Provider will indemnify and hold harmless Client against third-party claims arising from Provider's breach of the foregoing warranty; Client will indemnify Provider for claims arising from Client-supplied materials or instructions.

Approval Certification

By marking the content Approved below and signing this Agreement, Client certifies that the final content complies with Client's editorial standards and authorizes Provider to publish or distribute the content as specified. Approval is final except for corrections limited to typographical errors or factual inaccuracies disclosed by Client in writing and accepted by Provider in accordance with the revision allowance stated above.

Approved for publication: Yes

Notices

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

This Agreement, together with any exhibits and referenced schedules, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. No amendment to this Agreement will be binding unless in writing and signed by duly authorized representatives of both parties.

Signatures

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