Moderation Document Template

Moderation Document Template

This Moderation Services Agreement (the Agreement) is made and entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Client operates an online platform and seeks professional content moderation services to protect users and enforce platform policies;

WHEREAS, Service Provider represents that it has the personnel, tools, and procedures to perform moderation work in accordance with Client standards and applicable law; and

WHEREAS, the parties desire to set forth the terms, scope, compensation, confidentiality obligations, and dispute resolution procedures governing the provision of such services.

SCOPE OF WORK

Service Provider shall perform the moderation services described below in accordance with Client policies, documented escalation procedures, and the performance standards set forth in this Agreement.

Use of automated tools: Service Provider shall disclose any automated or machine-assisted tools used in moderation. Client: consents to AI assistance prohibits AI assistance

PAYMENT TERMS

Compensation: Client shall pay Service Provider the Fees in consideration for the Services. Total fee (per term or per month):

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Service Provider may suspend Services after days' written notice for nonpayment.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate for convenience upon days' prior written notice.

Termination for Cause: Either party may terminate immediately for material breach that is not cured within days after written notice specifying the breach. Termination shall not relieve Client of payment obligations for Services rendered and reasonable wind-down costs.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, user data, and policy materials disclosed by one party to the other in connection with this Agreement, whether oral, written, or electronic, and marked or reasonably understood to be confidential.

Obligations: Receiving party shall (a) use Confidential Information only for performance under this Agreement; (b) restrict disclosure to employees, contractors, or agents who have a need to know and are bound by equivalent confidentiality obligations; and (c) implement reasonable administrative, technical, and physical safeguards to protect Confidential Information from unauthorized access or disclosure.

Exceptions: Confidential Information does not include information that is (i) or becomes publicly known through no breach by receiving party, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of disclosed Confidential Information.

DATA HANDLING AND PRIVACY

Service Provider shall process user content and personal data only as instructed by Client and in compliance with applicable data protection laws. Service Provider shall implement appropriate security measures to protect personal data and shall notify Client of any security incident affecting Client data without unreasonable delay.

INTELLECTUAL PROPERTY; WORK PRODUCT

All materials, policy adaptations, templates, and work product developed exclusively for Client under this Agreement shall be owned by Client upon full payment, except for pre-existing tools, methodologies, and software of Service Provider which remain Service Provider's sole property. To the extent necessary, Service Provider hereby assigns to Client all right, title, and interest in such deliverables.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct. The indemnified party shall promptly notify the indemnifying party of any claim and cooperate in the defense.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breaches of confidentiality or data protection obligations, neither party's aggregate liability shall exceed the total Fees paid under this Agreement during 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. Venue for disputes shall be the state or federal courts located within that state unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments, and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture, or agency relationship.

Sign Now