Publications Services Agreement

Publications Services Agreement

This Publications Services Agreement ("Agreement") is made effective as of by and between Service Provider: with principal place of business at and Client Name: with principal place of business at .

WHEREAS

WHEREAS, Service Provider is engaged in the business of producing, editing, designing and distributing published materials and related editorial services; and

WHEREAS, Client desires to retain Service Provider to prepare and publish certain materials described in this Agreement, and Service Provider is willing to provide such services under the terms and conditions set forth herein;

WHEREAS, the parties intend for this Agreement to establish the scope of work, payment terms, delivery schedule, ownership of deliverables and other rights and obligations of the parties.

SCOPE OF WORK

Service Provider shall provide publications services in accordance with the specifications and schedule set forth below. Services include editorial development, copyediting, design, layout, proofreading and delivery of final print-ready or digital files as agreed.

PAYMENT TERMS

Client shall pay Service Provider the total fee and according to the schedule set forth below. Unless otherwise stated, all invoices are due in United States dollars and payable in full in accordance with the invoice terms.

Late payments shall accrue interest at the lesser of the maximum rate permitted by law or the rate specified below. Service Provider may suspend performance for unpaid invoices after providing written notice.

TERM AND TERMINATION

This Agreement commences on the Start Date set forth below and continues until the End Date or until earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure within the notice period specified above. Termination shall not relieve Client of its obligation to pay for Services performed and deliverables accepted prior to termination. Provisions that by their nature survive termination shall survive.

CONFIDENTIALITY

Each party (the "Receiving Party") agrees to hold in confidence any non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Receiving Party will not use or disclose Confidential Information except as necessary to perform this Agreement or as required by law. Confidentiality obligations do not apply to information that: (a) was already known to the Receiving Party without restriction; (b) is or becomes publicly available other than by breach; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information. Confidentiality obligations shall survive termination for a period of five (5) years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all original materials, designs and underlying intellectual property rights developed prior to or outside this Agreement. Upon full payment of all fees due, Service Provider grants Client a perpetual, non-exclusive, non-transferable license to use the final deliverables for the Client's internal and promotional purposes as set forth in this Agreement. Any request for assignment of copyright or transfer of exclusive rights must be expressly set forth and agreed in writing and may require additional consideration.

WARRANTIES, INDEMNITY AND LIMITATION OF LIABILITY

Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client shall indemnify, defend and hold harmless Service Provider from any third-party claims arising from Client-provided materials, instructions, or misuse of deliverables. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. AGGREGATE LIABILITY FOR CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by notice.

Sign Now