Professional Writing Service Agreement

PROFESSIONAL WRITING SERVICE AGREEMENT

This Professional Writing Service Agreement (the Agreement) is made effective as of by and between Client Name: with mailing address , and Writer Name: with mailing address .

RECITALS

WHEREAS, Client desires to retain Writer to prepare original written materials described herein and Writer agrees to provide such services for compensation under the terms of this Agreement; and

WHEREAS, Writer represents that Writer has the skill, experience and ability to perform the writing services and will perform such services as an independent contractor in a professional and workmanlike manner; and

WHEREAS, the parties desire to define the scope of services, ownership of deliverables, payment terms and other rights and obligations in writing.

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

1. SERVICES

Writer shall perform professional writing services for Client (the Services) as described in the Deliverables section below. Writer shall use reasonable skill, care and diligence customary in the writing profession. Writer shall comply with agreed schedules and applicable laws in performing the Services.

2. DELIVERABLES

Deliverables shall be provided in the format(s) agreed between the parties and shall include all text copy, drafts and final files necessary for Client's use, unless otherwise expressly excluded below.

3. COMPENSATION AND PAYMENT

All amounts due to Writer are exclusive of taxes, which Client shall pay as required by law. Unless otherwise agreed, payment is due within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. EXPENSES

Reimbursable expenses: (check if Client will reimburse reasonable, pre-approved expenses). If checked, describe expense policy:

5. CHANGES, REVISIONS AND ACCEPTANCE

Client is entitled to rounds of reasonable revisions to each Deliverable. Additional revisions will be billed at Writer's standard hourly rate. Upon delivery of a final Deliverable, Client shall have days to accept or provide written objections. Failure to object in writing within that period shall constitute acceptance.

6. DELIVERY SCHEDULE

Time is of the essence with respect to the Delivery Deadline. Writer shall promptly notify Client of any delay and the parties shall mutually agree on any revised delivery schedule in writing.

7. INTELLECTUAL PROPERTY

Ownership of copyrights and other intellectual property rights in the Deliverables shall be governed as selected below. The parties must select one option:

Assignment of copyright to Client upon full payment (Writer assigns all right, title and interest in the Deliverables to Client, subject to payment in full).
Exclusive license to Client (Writer retains copyright but grants Client an exclusive, worldwide, transferable license to use the Deliverables for all purposes upon full payment).
Non-exclusive license to Client (Writer retains copyright and grants Client a non-exclusive license as specified in writing).

Except as expressly provided above, Writer shall retain any pre-existing materials, templates or tools used to prepare Deliverables and shall grant Client only the rights expressly set forth in this Agreement. If copyright is assigned, Writer hereby waives and agrees not to assert any moral right in the Deliverables to the extent permitted by law.

8. CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party that is designated confidential or by its nature is reasonably understood to be confidential. Confidential information shall not be disclosed except as required by law or with the disclosing party's prior written consent. The confidentiality obligations shall remain in effect for months following termination or expiration of this Agreement.

9. REPRESENTATIONS AND WARRANTIES

Writer represents and warrants that: (a) Writer has the full power and authority to enter into this Agreement and to perform the Services; (b) Deliverables will be original and will not infringe or misappropriate any third party's intellectual property rights; and (c) to Writer's knowledge, the Deliverables will not contain defamatory material. CLIENT'S SOLE REMEDY FOR BREACH OF THESE WARRANTIES SHALL BE LIMITED TO THE REMEDIES SET FORTH IN THIS AGREEMENT.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, agents and employees from and against any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct, except to the extent caused by the other party's negligence or breach.

11. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED $ OR THE TOTAL AMOUNTS ACTUALLY PAID BY CLIENT TO WRITER UNDER THIS AGREEMENT, WHICHEVER IS LESS.

12. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated as provided herein. Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach remains uncured for 10 days following written notice.

Upon termination, Client shall pay Writer for all Services performed and expenses incurred through the effective date of termination. Sections relating to payment, intellectual property, confidentiality, indemnity and limitation of liability shall survive termination.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by hand, certified mail (return receipt requested) or nationally recognized overnight courier, or by email with confirmation of receipt.

14. INDEPENDENT CONTRACTOR

Writer is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership or joint venture between the parties. Writer is solely responsible for all taxes and benefits applicable to Writer's performance.

15. GOVERNING LAW; VENUE

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. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising under this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings and agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No amendment or waiver of any provision shall be effective unless in writing and signed by both parties. A waiver of any breach shall not constitute a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

17. MISCELLANEOUS

The headings in this Agreement are for convenience only and do not affect interpretation. The parties agree to cooperate and execute further documents reasonably required to effectuate this Agreement. Neither party may assign this Agreement without the other party's prior written consent, except that Client may assign to an affiliate or successor in interest.

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