Project Management Typesetting Agreement

PROJECT MANAGEMENT TYPESETTING AGREEMENT

Project Identification

This Project Management Typesetting Agreement (the Agreement) is entered into between Client Name: and Service Provider: . Effective Date:

Scope of Work

The Service Provider shall perform professional typesetting, layout, and production management services for the Project identified above. Services include, but are not limited to, text composition, pagination, style application, figure placement, typographic proofing, creation of print-ready files, and management of production milestones necessary to deliver the final typeset materials in the formats specified herein.

Out of Scope

Deliverables and Acceptance Criteria

The Service Provider shall deliver the following deliverables. Each deliverable must meet the stated acceptance criteria and be approved or rejected within the acceptance period.

Due Date:

Due Date:

Timeline and Milestones

Project Start Date:    Project End Date:

Milestone 1 Due:

Milestone 2 Due:

Budget and Payment

Late payment interest: The Client shall pay interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the invoice due date until paid.

Change Orders

Any change to the Scope of Work, deliverables, schedule, or fees shall be authorized by a written Change Order signed by both parties. A Change Order shall specify the additional work, effect on schedule, and the agreed additional compensation.

Confidentiality

Each party shall keep Confidential Information of the other party in strict confidence and shall not disclose such information to third parties except as required for performance under this Agreement. Confidentiality obligations survive termination for years.

Intellectual Property and Work Product

Upon final payment, the Service Provider assigns to the Client all right, title and interest in the final typeset deliverables as works made for hire to the extent permitted by law. The Service Provider retains ownership of pre-existing tools, templates, and proprietary software, and grants the Client a nonexclusive, perpetual license to use such pre-existing materials only as incorporated in the delivered work.

If assignment is not effective under applicable law, the Service Provider hereby grants the Client an exclusive, transferable, worldwide license to use, reproduce, distribute, and prepare derivative works of the deliverables.

Warranties, Indemnity, and Liability

The Service Provider warrants that deliverables will conform to the agreed acceptance criteria and will be original or properly licensed. The Client warrants it has rights to use any materials provided to the Service Provider. Each party shall indemnify and hold the other harmless from claims arising from their breach of warranties or infringement of third-party intellectual property rights, except to the extent caused by the other party's negligence or breach.

Except for willful misconduct and indemnity obligations, neither party's aggregate liability shall exceed the total fees paid to the Service Provider under this Agreement for the subject project.

Acceptance Testing and Remedies

The Client shall have business days from delivery of each deliverable to accept or reject it in writing. If rejected, the Service Provider shall correct defects at no additional cost if caused by Service Provider error. Repeated rejections may be treated as a material breach if defects are not cured within a commercially reasonable time.

Termination and Suspension

Either party may terminate this Agreement for material breach if such breach is not cured within 15 days after written notice. The Client may suspend work for convenience upon written notice; the Service Provider shall be entitled to equitable adjustment of schedule and compensation for work performed and committed costs.

Force Majeure

Neither party shall be liable for delays caused by events beyond its reasonable control, including natural disasters, strikes, or acts of government, provided that the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

Notices

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the jurisdiction identified below without regard to conflicts of law principles. The parties agree to attempt good faith negotiation to resolve disputes, and, if unresolved, disputes shall be resolved by binding arbitration in that jurisdiction unless otherwise agreed in writing.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes prior negotiations and agreements. Amendments must be in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remaining provisions remain in full force.

Representative Certifications

Each party represents and warrants that the individual signing below is authorized to bind the party to this Agreement and that the party has full power and authority to enter into this Agreement.

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