Review Draft Document

REVIEW DRAFT DOCUMENT

This Review Draft Document (the "Agreement") is entered into by and between Client Name: and Reviewer Name: (each a "Party" and together the "Parties"), effective as of .

WHEREAS

WHEREAS, Client has prepared draft materials, documents, or other deliverables requiring professional review, editorial comment, and recommended revisions (the "Draft Materials");

WHEREAS, Reviewer possesses expertise and experience to perform a comprehensive review of the Draft Materials and to provide written and, if requested, verbal feedback in accordance with this Agreement; and

WHEREAS, the Parties desire to set forth the scope, terms of payment, confidentiality obligations, and other terms governing Reviewer's engagement to review the Draft Materials.

SCOPE OF WORK

Reviewer shall perform the services described above in a professional manner consistent with industry standards. Any material changes to the Scope of Work shall be documented in a written amendment signed by both Parties noting additional fees or changes to schedule.

PAYMENT TERMS

All invoices shall be payable within the timeframe set out in the Payment Schedule. If any undisputed amount remains unpaid after the due date, the late fee specified above shall accrue monthly on the outstanding balance until paid. Payments shall be applied first to accrued fees and then to principal.

TERM AND TERMINATION

Term: This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for convenience upon providing the other Party written notice in accordance with the Notice Period. Either Party may also terminate for material breach if the breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one Party to the other Party, including the Draft Materials, business plans, technical data, and other proprietary information, whether disclosed in writing, orally, or by inspection. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction.

Obligations: The receiving Party shall (i) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Remedies: The Parties acknowledge that a breach of this Section would cause irreparable harm not adequately compensable by money damages and that the non-breaching Party shall be entitled to seek injunctive relief in addition to other remedies at law or in equity. The confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Exclusive venue for any dispute arising out of or relating to this Agreement shall be in the courts located in the same state, and each Party hereby submits to the jurisdiction of such courts.

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 written or oral. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both Parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

Independent Contractor: Reviewer is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, agency, or joint venture relationship. Reviewer shall be solely responsible for all taxes and other statutory obligations arising from payments made under this Agreement.

Sign Now