Editorial Standards Agreement

Editorial Standards Agreement

This Editorial Standards Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client engages Provider to perform editorial, copyediting, fact-checking, and related editorial services in accordance with the standards and procedures set forth in this Agreement; and

WHEREAS, Provider represents that it has the experience, expertise, and resources to perform such services in conformance with generally accepted editorial practices, applicable law, and any style guide agreed between the parties; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to quality standards, scope of work, remuneration, confidentiality, and ownership of work product.

SCOPE OF WORK

Provider shall perform editorial services as described below and as further detailed in the deliverables schedule. Services shall include, at a minimum: copyediting for grammar and style; substantive editing when specified; fact verification; headline and metadata recommendations; and coordination of corrections. Additional tasks shall be performed only pursuant to a written change order.

EDITORIAL STANDARDS

Provider shall adhere to the following standards: compliance with the agreed style guide; strict fact-checking of assertions that are material to the content; clear sourcing and attribution for third-party material; avoidance of defamatory or infringing content; maintenance of neutral and non-discriminatory language; and consistent application of agreed formatting and metadata conventions. Provider shall maintain editorial records sufficient to demonstrate compliance upon reasonable request.

Where the parties agree on a specific style guide, identify: Style Guide Name: . If no style guide is selected, Provider will apply widely accepted journalistic and editorial conventions.

QUALITY ASSURANCE AND REVISIONS

Provider will supply deliverables subject to Client review. Provider shall perform up to rounds of revisions per item at no additional charge. Additional revisions beyond that number will be billed as Additional Services at rates set forth below.

PAYMENT TERMS

Invoices are payable within days of receipt. Late payments shall accrue a late fee equal to the greater of per month or .

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

CONFIDENTIALITY

Each party agrees to keep confidential all information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential (the "Confidential Information"), including unpublished drafts, editorial notes, source materials, and business information. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, independently developed by the recipient without use of the disclosing party's Confidential Information, or rightfully received from a third party without restriction. All confidentiality obligations shall continue for years following termination.

INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, Provider hereby assigns to Client all right, title and interest in the final edited work product created under this Agreement, including copyrights, subject to Provider's right to retain copies for archival and professional portfolio purposes. Provider warrants that third-party materials incorporated into the work product are used under a valid license or with permission, and Provider will deliver or document all necessary source attributions and licenses.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents that it has full power and authority to enter into this Agreement. Provider represents that services will be performed in a professional manner and that deliverables will not knowingly contain material that infringes third-party rights or is unlawful. Provider shall indemnify, defend and hold Client harmless from any third-party claims arising from Provider's breach of these representations, except to the extent such claims arise from Client-provided material or instructions.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breach of confidentiality and Provider's indemnification obligations for intellectual property infringement, neither party's aggregate liability to the other under this Agreement shall exceed the total fees paid by Client to Provider in the twelve (12) months preceding the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. No modification, amendment, or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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