Writing Draft Template

WRITING DRAFT TEMPLATE

This Writing Draft Template ("Agreement") is entered into as of Effective Date: by and between Client Name: at Client Address: , and Writer Name: at Writer Address: .

RECITALS

WHEREAS, Client desires to engage Writer to prepare written materials and related deliverables as described herein, and Writer has represented that Writer has the skill and capacity to prepare such materials in accordance with the terms of this Agreement.

WHEREAS, the parties intend that the written materials prepared by Writer shall be delivered in draft and final form according to the schedule and acceptance criteria set forth in this Agreement, and that ownership and licensing of the final deliverables shall be governed by the terms below.

WHEREAS, the parties wish to set forth their respective rights and obligations, including payment, confidentiality, termination, and governing law.

SCOPE OF WORK

Writer shall prepare drafts and deliverables consistent with the description below. Writer shall perform services with reasonable care and in accordance with industry standards for professional writing.

Deliverable 1: Due Date:

Deliverable 2: Due Date:

PAYMENT TERMS

Client shall pay Writer the fees set forth below in consideration for the services and deliverables.

Deposit (if any):    Final Payment Due Upon:

Late payments shall accrue interest at or the maximum rate permitted by law, plus a late processing fee of per invoice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Termination for material breach requires written notice and a cure period of days. Termination shall not relieve Client of its obligation to pay for work performed and accepted prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates to protect confidentiality.

The receiving party shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall protect Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations of confidentiality shall survive termination for a period of .

INTELLECTUAL PROPERTY AND OWNERSHIP

Subject to full payment of fees due under this Agreement, Writer assigns and transfers to Client all right, title, and interest in and to the final deliverables produced under this Agreement, including copyrights and all renewals and extensions, and agrees to execute any documents reasonably required to effectuate such assignment. If any portion of the deliverables is not eligible for assignment under applicable law, Writer hereby grants Client an exclusive, perpetual, worldwide, transferable license to use, reproduce, modify, distribute, and sublicense the deliverables.

Writer represents and warrants that the deliverables are original, do not infringe third-party rights, and that Writer has full authority to grant the rights set forth herein. Writer shall indemnify and hold Client harmless from claims arising out of breach of the foregoing representation and warranty.

Writer and Client agree that the deliverables shall be considered "works made for hire" to the fullest extent permitted by law. If any deliverable is found not to be a work made for hire, Writer will assign all copyright and related rights to Client upon full payment.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration if mutually agreed; otherwise, disputes shall be resolved in the state or federal courts located in the county where Client's principal place of business is located.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or written attachments executed by the parties, 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. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors; nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or purchaser of substantially all of its assets without Writer's consent.

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