Publishing Story Editor Agreement

Publishing Story Editor Agreement

This Publishing Story Editor Agreement ("Agreement") is entered into as of Effective Date: by and between Publisher: with principal place of business at , and Editor: with address at .

Recitals

WHEREAS, Publisher is engaged in the acquisition, preparation and publication of short and long-form fiction and desires to retain Editor to perform editing and editorial advisory services with respect to the work(s) identified below; and

WHEREAS, Editor has represented that Editor has the skill, experience and capacity to perform such editing services and is willing to provide editorial services to Publisher on the terms and subject to the conditions set forth herein.

WHEREAS, the parties intend that the deliverable(s) subject to this Agreement are identified as: Story Title(s): ; Word Count/Length: .

NOW, THEREFORE

In consideration of the mutual covenants set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. Engagement; Scope of Services

1.1 Engagement. Publisher engages Editor, and Editor accepts engagement, to provide developmental editing, line editing, copyediting, proofreading, and related editorial advice as set forth in this Agreement (collectively, "Services").

1.3 Delivery Schedule. Editor shall deliver the first complete edited manuscript on or before . Subsequent revision deliveries shall conform to the schedule set forth in the Services description above or as otherwise mutually agreed in writing.

2. Compensation

2.1 Fee. As full compensation for all Services rendered under this Agreement, Publisher shall pay Editor a fee of USD, payable as set forth below.

2.3 Taxes and Withholding. Editor is responsible for all federal, state and local taxes, insurance, and other withholdings related to fees paid hereunder. Publisher shall not withhold taxes except as required by applicable law and shall provide Editor with reasonable documentation of any statutory withholding.

3. Expenses

Publisher shall reimburse Editor for pre-approved out-of-pocket expenses reasonably incurred in connection with the Services upon submission of receipts and within thirty (30) days of receipt of an invoice. Pre-approval shall be required for any single expense in excess of USD.

4. Independent Contractor

Editor is an independent contractor and not an employee, agent, or partner of Publisher. Editor shall have sole control over the manner and means of performing the Services, provided that performance meets the standards and deadlines required by this Agreement.

5. Confidentiality

5.1 Confidential Information. Editor acknowledges that during the course of performing Services Editor will receive confidential and proprietary information relating to unpublished manuscripts, editorial plans, authors, and business operations ("Confidential Information"). Editor shall keep Confidential Information strictly confidential and shall not, without Publisher's prior written consent, disclose it to any third party or use it for any purpose other than performing the Services. This obligation survives termination of this Agreement.

5.2 Exceptions. Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of Editor; (b) was lawfully in Editor's possession prior to disclosure by Publisher; or (c) is rightfully received by Editor from a third party without restriction.

6. Ownership; Copyright and Moral Rights

6.1 Work Product. Editor agrees that all edits, corrections, revisions, notes, comments, annotations, and other materials created by Editor in the performance of the Services (collectively, "Work Product") shall be deemed a work made for hire to the fullest extent permitted by law, and, to the extent such Work Product is not a work made for hire, Editor hereby irrevocably assigns, transfers and conveys to Publisher all right, title and interest in and to the Work Product, including all copyrights and renewals and extensions thereof.

6.2 Moral Rights. To the extent permitted by law, Editor hereby waives and agrees not to assert any moral rights or similar rights with respect to the Work Product.

7. Representations and Warranties

Editor represents and warrants that: (a) Editor has full power and authority to enter into this Agreement and to grant the rights granted herein; (b) the Services and Work Product will be original to Editor and will not infringe, misappropriate or otherwise violate any intellectual property, privacy, publicity or other rights of any third party; and (c) Editor will perform the Services in a professional manner consistent with industry standards.

Publisher represents and warrants that it has the authority to request the Services and to exploit the Work Product as contemplated by this Agreement and that Publisher's use will not knowingly violate third party rights.

8. Indemnification

Editor shall indemnify, defend and hold harmless Publisher and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from Editor's breach of any representation, warranty or obligation under this Agreement or from any negligent or willful act or omission of Editor. Publisher shall indemnify Editor to the extent any claim arises from Publisher's breach of this Agreement or Publisher's representations and warranties.

9. Term and Termination

9.1 Term. This Agreement commences on the Effective Date and continues until the completion of the Services or earlier termination as provided herein.

9.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party.

9.3 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. In the event of termination, Publisher shall pay Editor for Services satisfactorily performed through the date of termination, subject to offset for damages resulting from Editor's breach.

10. Remedies; Limitation of Liability

Except for breach of the confidentiality or ownership provisions or for claims of willful misconduct, in no event shall either party be liable to the other for consequential, incidental, special, punitive or exemplary damages, whether based in contract, tort or other theory, even if advised of the possibility of such damages. The parties' aggregate liability under this Agreement shall be limited to the total fees paid to Editor under this Agreement.

11. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, by nationally recognized overnight courier, or by certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may designate by written notice.

12. Amendments; Waiver; Counterparts

This Agreement may be amended or modified only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

14. Entire Agreement; Severability

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. Miscellaneous Provisions

15.1 Remedies. The parties acknowledge that a breach of Sections 5 or 6 would cause irreparable harm for which monetary damages would be inadequate and that equitable relief, including injunctive relief, shall be available in addition to any other remedies.

15.2 Publicity. Editor shall not use Publisher's name, marks, or unpublished materials for any promotional purpose without Publisher's prior written consent.

Individual    Corporation/LLC    Other

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