Proofreading Package Template

Proofreading Package Template

This Proofreading Package Agreement (the Agreement) is entered into as of between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, the Client desires to obtain proofreading and editorial services for the project titled: (the Project);

WHEREAS, the Service Provider represents that it has the experience, skill and resources necessary to provide professional proofreading services and is willing to provide such services to the Client under the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

Scope of Work

Deliverables & Revisions

Deliverables will be provided in the following format(s): . The Service Provider will perform proofreading that includes correction of spelling, grammar, punctuation, and basic style consistency, and will flag substantive editorial suggestions where appropriate.

Payment Terms

Total fee for the services described in this Agreement: . Payment shall be made as follows:

Invoices are payable within days of invoice date. Late payments shall incur interest of per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower. The Client shall also be responsible for reasonable collection costs and attorney fees if the Service Provider enforces payment through collection or legal action.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: or until the services are completed and final payment is received, unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing days' written notice. In the event of termination for any reason, the Client shall pay the Service Provider for work performed through the termination date, including any non‑refundable costs incurred.

Confidentiality

The Service Provider acknowledges that, in the course of performing the services, the Service Provider may receive or have access to confidential information of the Client. The Service Provider agrees to maintain the confidentiality of such information and to use it only for the purposes of performing the services. Confidential information does not include information that (a) is or becomes publicly available through no fault of the Service Provider, (b) was already lawfully in the Service Provider's possession prior to disclosure, or (c) is rightfully obtained from a third party without restriction. The obligations set forth in this section shall survive termination of this Agreement for a period of three (3) years.

Intellectual Property and Use

Unless otherwise agreed in writing, the Client retains all right, title and interest in the original content provided to the Service Provider. The Service Provider retains the right to use non‑identifying excerpts of corrected work for portfolio and marketing purposes unless the Client elects to restrict such use in writing. Upon full payment, the Client receives a perpetual, non‑exclusive license to use the corrected deliverables for their intended purpose.

Limitation of Liability

The Service Provider's liability for any claim related to this Agreement shall be limited to direct damages not to exceed the fees paid by the Client for the specific Project giving rise to the claim. In no event shall either party be liable for consequential, incidental, special, punitive, or exemplary damages, even if advised of the possibility of such damages.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third‑party claims arising out of the indemnifying party's breach of this Agreement, negligent acts, or willful misconduct. The indemnified party shall provide prompt written notice of any claim and reasonable cooperation in the defense.

Governing Law

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.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by both parties.

Notices

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