Editorial Engagement Agreement

EDITORIAL ENGAGEMENT AGREEMENT

Effective Date: ,

Parties

RECITALS

WHEREAS, Client desires to retain Editor to perform editorial services on written materials described below; and

WHEREAS, Editor has the professional qualifications and agrees to provide the services on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Editor shall perform professional editorial services (including but not limited to substantive editing, copyediting, proofreading, and preparation of revision notes) in accordance with the schedule and specifications set forth below. Deliverables shall include edited manuscript files and a summary of edits and recommendations.

PAYMENT TERMS

As full compensation for the services rendered by Editor under this Agreement, Client shall pay Editor as follows:

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at the rate of , and Client shall also be responsible for reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in full force until:

Start Date: ,

End Date: ,

Either party may terminate this Agreement for material breach of its terms if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon days' prior written notice.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is independently developed by the receiving party, or is rightfully received from a third party without restriction.

The receiving party shall (i) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care), (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except as necessary to perform the Agreement and subject to obligations of confidentiality no less protective than those herein. Breach of this section will entitle the disclosing party to injunctive relief and any other remedies available at law or equity. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.

INTELLECTUAL PROPERTY; LICENSE

Editor acknowledges that Client is the author or owner of the underlying manuscript and that nothing in this Agreement transfers ownership of Client's pre-existing copyright in the manuscript to Editor. Upon full payment of all fees due hereunder, Editor grants Client a worldwide, perpetual, non-exclusive license to use the edited deliverables in the form provided. If parties agree that edits shall be a work made for hire, indicate by initialing below:

Client initials: Editor initials:

WARRANTIES; LIABILITY

Editor warrants that services will be performed in a professional manner consistent with industry standards. Except as expressly set forth in this Agreement, Editor disclaims all other warranties, express or implied.

Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall not exceed the total fees actually paid to Editor under this Agreement. In no event shall either party be liable for special, incidental, or consequential damages.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of its representations, warranties or obligations under this Agreement, except to the extent such claim results from the other party's gross negligence or willful misconduct.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. Notices shall be effective upon receipt.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENT

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

SEVERABILITY; SURVIVAL

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Provisions that by their nature should survive termination or expiration of this Agreement shall survive.

MISCELLANEOUS

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or successor in interest. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or agency relationship.

Sign Now