Legal Article Contract

LEGAL ARTICLE CONTRACT

This Legal Article Contract (the "Agreement") is entered into as of by and between Client Name: and Author Name: . Client and Author are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client desires to engage Author to prepare an original written article and related materials as described in this Agreement; and

WHEREAS, Author represents that Author has the skill, experience and capacity to create and deliver the article and to grant the rights set forth below; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the writing, delivery, licensing and publication of the article.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

"Article" means the written work, including any revisions, exhibits, images, captions and ancillary material specifically commissioned under this Agreement, described in Section 2.

"Deliverables" means the Article and any other materials to be delivered to Client pursuant to the Delivery Schedule set forth in Section 3.

2. ENGAGEMENT AND SCOPE OF WORK

Author shall research, write and deliver the Article to Client in accordance with the specifications set forth below. The scope, subject matter and required length are:

3. DELIVERY AND ACCEPTANCE

Author shall deliver the initial draft of the Article to Client no later than . Deliverables shall be submitted in the agreed file format and transmitted to the Client's designated contact for review.

Client shall have a period of after delivery to review and either accept the Article or provide reasonable revision requests. Author shall make up to rounds of revisions without additional compensation.

4. COMPENSATION AND PAYMENT

As full compensation for all rights granted and services performed by Author under this Agreement, Client shall pay Author the Fees set forth below in United States Dollars.

Payments shall be made within days of Client's receipt of a correct invoice from Author. Author is responsible for all taxes associated with the Fees unless otherwise required by law.

5. RIGHTS AND OWNERSHIP

Author hereby grants and assigns to Client, on full payment of Fees, all right, title and interest in and to the Article including the copyright, throughout the world, in perpetuity, and the right to reproduce, distribute, publish, display, adapt and otherwise exploit the Article in any media now known or hereafter devised.

Notwithstanding the foregoing, Author retains the right to include the Article in Author's portfolio and to use excerpts for self-promotional purposes, provided that such use does not compete with or preclude Client's commercial exploitation and includes attribution to Client where practical.

6. WARRANTIES AND REPRESENTATIONS

Author represents and warrants that: (a) the Article will be original to Author and will not infringe or misappropriate any copyright, trademark, trade secret or other proprietary right of any third party; (b) the Article will not contain libelous, defamatory or obscene material; and (c) Author has full power and authority to enter into this Agreement and to grant the rights granted herein.

Client represents and warrants that it has the right to engage Author for the Article and will comply with the payment obligations set forth in Section 4.

7. CONFIDENTIALITY

Each Party shall maintain in confidence any non-public information disclosed by the other Party that is clearly marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall 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 breach of any obligation of confidentiality.

8. INDEMNIFICATION

Author shall indemnify, defend and hold harmless Client and its officers, agents and employees from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from any claim that the Article infringes or misappropriates the intellectual property rights of any third party or breaches Author's warranties under this Agreement.

9. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or the indemnification obligations in Section 8, neither Party shall be liable to the other for consequential, incidental, special or punitive damages, even if advised of the possibility of such damages.

10. TERM; TERMINATION

This Agreement shall commence on the Effective Date and continue until all Deliverables have been accepted and payment made, unless earlier terminated in accordance with this Section. Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured thirty (30) days after written notice specifying the breach.

In the event of termination by Client without cause, Client shall pay Author for work performed to the date of termination on a pro rata basis and reimburse demonstrable expenses incurred by Author.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), or by electronic mail if receipt is acknowledged in writing.

12. AMENDMENTS; WAIVER

Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party against whom enforcement is sought; a waiver of any breach shall not operate as a waiver of any subsequent breach.

13. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction specified below without regard to its conflicts of law principles.

The Parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations. If negotiations fail, disputes shall be resolved by the courts of the chosen governing jurisdiction, unless the Parties agree in writing to mediation or arbitration.

14. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

15. SEVERABILITY

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that, as closely as possible, effects the Parties' original intent.

16. 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. Facsimile or electronic signatures shall be binding and deemed original signatures.

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