Legal Rewrite Agreement

Legal Rewrite Agreement

This Legal Rewrite Agreement ("Agreement") is made as of by and between Client Name: , Client Address: (hereinafter "Client"), and Service Provider Name: , Service Provider Address: (hereinafter "Provider").

RECITALS

WHEREAS, Client requires professional rewriting, editing and legal redrafting services to modify existing legal documents and produce revised materials that reflect Client instructions and comply with applicable law; and

WHEREAS, Provider represents that it has the requisite experience, skill and resources to perform such rewrite and redrafting services and is willing to provide those services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the rewrite services to be provided by Provider.

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

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Deliverables" means the rewritten documents, drafts, redlines, and final files produced by Provider under this Agreement; "Confidential Information" means information disclosed by either party that is marked confidential or would reasonably be understood to be confidential; "Services" means the rewrite, editing, research and related services described in Section 2.

2. Scope of Services

Provider shall perform rewrite services as described in the project brief and any change orders executed under this Agreement. Provider's obligations include: conducting a substantive review of supplied materials; preparing annotated redlines and clean copies; incorporating Client comments; and delivering final editable files. Provider will not provide legal advice, and any legal conclusions shall be specifically identified as advice only when provided by a licensed attorney engaged by Provider.

3. Deliverables; Acceptance

Provider shall deliver Deliverables in accordance with the schedule set forth in the attached statement of work or as otherwise agreed in writing. Client shall have a period of days following delivery to inspect and either accept or provide written notice of deficiencies. Absent timely written notice, Deliverables shall be deemed accepted.

4. Fees and Payment

Client shall pay Provider fees as set forth below. Unless otherwise agreed in writing, all fees are due within days of invoice. Late payments shall accrue interest at the rate of per month.

5. Ownership; License

Upon full payment of all amounts due, Provider assigns to Client all right, title and interest in and to the final Deliverables created specifically for Client under this Agreement, excluding Provider's pre-existing tools, templates, methodologies and general know-how ("Provider Materials"). Provider hereby grants Client a perpetual, worldwide, royalty-free license to any Provider Materials embedded in the Deliverables, solely to the extent necessary for Client's use of the Deliverables. Provider retains ownership of Provider Materials and reserves the right to use concepts and techniques learned during performance for other clients, provided no Confidential Information of Client is disclosed.

6. Confidentiality

Each party shall keep Confidential Information received from the other party in strict confidence, shall not disclose it to third parties except to employees or contractors who have a need to know and are bound by confidentiality obligations, and shall use the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is or becomes publicly known without breach, is rightfully received from a third party without restriction, or is independently developed.

7. Representations and Warranties; Indemnification

Each party represents and warrants that it has the full right and authority to enter into this Agreement. Provider warrants that Deliverables will materially conform to the requirements set forth in this Agreement. Client warrants that materials provided to Provider do not knowingly infringe third-party rights. Provider shall indemnify and hold Client harmless from and against any third-party claims arising from Provider's gross negligence or willful misconduct in performing the Services. Client shall indemnify Provider from claims arising from Client-provided content or instructions.

8. Limitation of Liability

Except for liability arising from indemnification obligations, a party's liability under this Agreement shall be limited to direct damages up to the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, indirect, special or punitive damages.

9. Term and Termination

This Agreement shall commence on the Effective Date and continue until completion of Services unless earlier terminated as provided herein. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice. Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination.

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information set forth below and shall be deemed given when delivered personally, by confirmed courier, or three (3) days after deposit in the mail if sent by certified mail, return receipt requested.

11. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. Governing Law; Severability; 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. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement, together with any statements of work and change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements.

13. Miscellaneous

Neither party shall assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing contained herein shall be deemed to create a partnership, joint venture or employment relationship.

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