Freelance Writer Agreement

FREELANCE WRITER AGREEMENT

This Freelance Writer Agreement (the Agreement) is entered into as of , (Effective Date) by and between Client Name: with principal address at , and Writer Name: with principal address at (each a Party and together the Parties).

RECITALS

WHEREAS, Client desires to engage Writer to provide written content services as set forth in this Agreement; and

WHEREAS, Writer has represented that Writer has the skill, experience and ability to perform the services and create the deliverables described in this Agreement; and

WHEREAS, the Parties wish to set forth the terms and conditions under which Writer will perform the services and deliver the work product to Client.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows:

1. ENGAGEMENT; SERVICES

1.1 Engagement. Client engages Writer, and Writer accepts such engagement, to perform the writing services described in the Deliverables section below (Services) on the terms of this Agreement.

1.2 Deliverables. Writer shall deliver to Client the content described as follows:

2. TERM; TERMINATION

2.1 Term. The term of this Agreement commences on the Effective Date and continues until completion and final acceptance of the Deliverables, unless earlier terminated in accordance with this Agreement.

2.2 Termination for Convenience. Either Party may terminate this Agreement upon days' prior written notice to the other Party. Upon such termination, Client will pay Writer for all Services performed and Deliverables delivered and accepted through the effective date of termination.

2.3 Termination for Cause. Either Party may terminate immediately if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

3. COMPENSATION & PAYMENT

3.1 Fees. As full compensation for the Services and Deliverables, Client shall pay Writer the Fees set forth below.

3.2 Expenses. Client will reimburse preapproved, reasonable out-of-pocket expenses only if Client provides prior written approval. Reimbursement requires submission of receipts with the applicable invoice.

3.3 Invoicing and Payment. Writer shall submit invoices to Client in accordance with the Payment Schedule. Client shall pay all undisputed invoices within days of receipt. Late payments shall accrue interest at per month on the unpaid balance, or the maximum permitted by law, whichever is less.

4. OWNERSHIP; COPYRIGHT; LICENSE

4.1 Work for Hire / Assignment. To the extent permitted by law, Writer agrees that all original written materials created under this Agreement (Work Product) are "works made for hire" and, if not, Writer hereby assigns and transfers to Client all right, title and interest in and to the Work Product, including all copyrights, upon receipt of full payment for such Work Product.

4.2 Reservation of Rights. Writer may retain the right to use non-confidential portions of the Work Product for Writer's portfolio and self-promotion only after Client's prior written approval, provided such use does not disclose Confidential Information.

4.3 Moral Rights. To the extent permitted by law, Writer hereby waives and agrees not to assert any moral rights in the Work Product and agrees to execute any documents reasonably necessary to effectuate the assignment set forth in Section 4.1.

5. CONFIDENTIALITY

5.1 Definition. "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, including business plans, unpublished content, drafts, and proprietary materials.

5.2 Obligations. The receiving Party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information except to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) not use Confidential Information for any purpose other than performing under this Agreement.

5.3 Exclusions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) is lawfully received from a third party without restriction; or (c) is independently developed by the receiving Party without use of Confidential Information.

6. REPRESENTATIONS; WARRANTIES; INDEMNITY

6.1 Writer Representations and Warranties. Writer represents and warrants that (a) the Work Product will be original to Writer and will not infringe or misappropriate any third-party rights; (b) Writer has full right and authority to grant the rights and assignments granted in this Agreement; and (c) the Services will be performed in a professional and workmanlike manner consistent with industry standards.

6.2 Client Representations. Client represents that any materials, information or instructions Client provides to Writer do not violate the rights of any third party and that Client has the right to request creation and assignment of the Work Product.

6.3 Indemnification. Writer shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any breach of the representations and warranties in Section 6.1, including claims of copyright infringement. Client shall indemnify Writer for claims arising from Client-provided materials or instructions that infringe third-party rights.

7. INDEPENDENT CONTRACTOR

7.1 Relationship. Writer is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship. Writer is solely responsible for all taxes, withholdings, benefits and other obligations applicable to independent contractors.

8. REVISIONS; ACCEPTANCE

8.1 Revisions. Client may request up to rounds of reasonable revisions included in the Fee. Additional revision requests beyond that shall be billed at Writer's then-current hourly rate or as mutually agreed in writing.

8.2 Acceptance. Client shall review delivered Work Product and either accept the Deliverable in writing or provide a reasonably detailed rejection describing deficiencies within days. Failure to provide timely written rejection shall constitute acceptance.

9. NOTICES

Notices under this Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses below or to such other address as a Party may specify by notice.

10. MISCELLANEOUS

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

10.2 Entire Agreement. This Agreement, together with any attachments or exhibits referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

10.3 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The waiver of any breach shall not operate or be construed as a waiver of any other or subsequent breach.

10.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the Parties shall endeavor to replace the invalid provision with a valid provision that most closely approximates the Parties' original intent.

10.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

SIGNATURES

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