Copywriting Agreement - Template, Sample Form Online Pro · US-law

COPYWRITING SERVICES AGREEMENT

This Copywriting Services Agreement (this "Agreement") is made and entered into effective as of ________ (the "Effective Date"), by and between the following parties:

________, a ________, hereinafter referred to as "Client," having an address at

________

Email: ________

and ________, a ________, hereinafter referred to as "Copywriter," having an address at

________

Email: ________

The parties shall be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client is engaged in the following business (the "Business"): ________;

WHEREAS, Copywriter has the expertise and experience necessary to draft and produce written advertising, marketing, and promotional copy;

WHEREAS, Client desires to engage Copywriter to create certain Copy (as defined below) for the Business, and Copywriter desires to provide such Copy, upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

§ 1. SCOPE; INDEPENDENT CONTRACTOR STATUS.

1.1 This Agreement sets forth the terms and conditions whereby Copywriter agrees to produce certain copy, text, and written content (collectively, the "Copy") for Client. Copywriter is engaged solely and exclusively for the limited purpose of providing the Copy to Client.

1.2 The relationship of the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the Parties. Neither Party is authorized to act as an agent, employee, or legal representative of the other or to bind the other in any manner. Except as specifically set forth herein, neither Party shall have the power to control the activities and operations of the other.

1.3 Copywriter is solely responsible for, and shall not be entitled to any employee benefits from Client in connection with, the determination and payment of all taxes, withholdings, workers' compensation, unemployment insurance, and other obligations arising from Copywriter's status as an independent contractor.

§ 2. DESCRIPTION OF SERVICES; WARRANTIES.

2.1 Client hereby engages Copywriter, and Copywriter hereby accepts such engagement, to provide the following Copy for Client:

________

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2.3 Client acknowledges and agrees that full and final verification of the accuracy, completeness, and legal compliance of any factual statements within the Copy is Client's sole responsibility.

§ 3. EDITS AND APPROVAL.

3.1 The deadline for delivery of the completed Copy to Client is: ________.

3.2 Client agrees not to alter the Copy unless such alterations are agreed upon by both Parties in writing.

3.3 Copywriter's fees include the following number of edit rounds per piece of Copy: ________. Such edits include the following components:

________

3.4 If Copywriter does not receive a response from Client within the following number of days after submission of Copy, the Copy shall be deemed accepted with no further changes permitted: ________.

3.5 If Client wishes to alter the Copy beyond the description set forth in § 2.1 and beyond the included edits, Copywriter shall remain entitled to all fees invoiced prior to such additional edits. Copywriter shall thereafter invoice Client for additional edits at a rate to be agreed upon by the Parties in writing at the time such edits are requested.

§ 4. INTELLECTUAL PROPERTY.

4.1 Subject to Client's payment in full of all fees due hereunder, the Copy created by Copywriter under this Agreement shall be deemed a "work made for hire" as defined in 17 U.S.C. § 101, and all right, title, and interest therein, including all copyright, shall vest exclusively in Client for the limited purposes set forth in § 8 of this Agreement.

4.2 To the extent any portion of the Copy does not qualify as a "work made for hire," Copywriter hereby irrevocably assigns to Client, effective upon full payment, all right, title, and interest in and to such Copy, subject to the limitations of purpose set forth herein. Copywriter agrees to execute such further documents and take such further actions as may be reasonably necessary to perfect such assignment.

4.3 Copywriter may be engaged or employed in any other business, trade, profession, or activity that does not place Copywriter in a conflict of interest with Client; provided, however, that during the term of this Agreement Copywriter shall not engage in any business activity that directly competes with the Business without Client's prior written consent.

§ 5. FEES AND EXPENSES.

5.1 Client shall be billed through an invoicing system on a weekly basis in the amount of $________ (________).

5.2 Copywriter may devote a maximum of the following number of hours to Client's Copy per week: ________.

5.3 Payment may be made by the following methods:

________

5.4 Payment shall be made within the following period after receipt of the invoice: ________. For past-due invoices, the following late fee shall apply, to the extent permitted by applicable law:

________

5.5 Work on the Copy shall commence upon execution of this Agreement and upon Copywriter's receipt of the following retainer: $________ (________). Billing shall be assessed against the retainer until it has been exhausted.

5.6 Client agrees to reimburse pre-approved expenses and costs as indicated on invoices. Such expenses and costs shall be accompanied by receipts and reasonable supporting documentation. The Parties shall agree upon any expense in writing prior to it being incurred.

§ 6. TAXES.

6.1 Copywriter acknowledges that, where applicable, Copywriter will receive an IRS Form 1099-NEC (or such other form as may be required under applicable Internal Revenue Service regulations) from Client. Client shall not withhold any tax funds from any fees paid to Copywriter. Copywriter and Client shall each be solely responsible for all federal, state, and local taxes applicable to them respectively.

§ 7. DELIVERABLES AND MILESTONES.

7.1 All Copy is to be completed and finalized no later than ________.

7.2 Copywriter agrees to the following milestones:

________

§ 8. LIMITATION OF PURPOSE.

8.1 Client agrees that Client may use the Copy created by Copywriter solely for the limited purposes set forth below:

________

8.2 Should Client use the Copy for any purpose other than those set forth above, Copywriter shall be free to pursue all remedies available under applicable law, including, without limitation, an action for intellectual property infringement.

§ 9. NONEXCLUSIVITY.

9.1 The Parties acknowledge and agree that nothing contained herein establishes an exclusive relationship between them. Copywriter shall be free to continue working for and accepting new clients, without regard to Client and without Client's approval.

§ 10. CLIENT LEGAL REQUIREMENTS.

10.1 It is Client's sole and exclusive responsibility to ensure that all legal requirements applicable to the Business are met, including, without limitation, ensuring that all advertising claims and graphics are true, accurate, and may be lawfully stated, and ensuring that all products and product sales are lawful and comply with all applicable laws, including the Federal Trade Commission Act and applicable advertising and consumer-protection regulations. Copywriter shall not be responsible for any legal, technical, or regulatory specifications.

§ 11. TERM AND TERMINATION.

11.1 Either Party may terminate this Agreement prior to the specified end date by giving written notice. Such notice shall be given at least the following amount of time before termination: ________.

11.2 This Agreement may be terminated immediately by either Party in the event of a material breach by the other Party that remains uncured (where curable) following written notice thereof.

11.3 If Client finds the Copy unsatisfactory, Copywriter shall be afforded the following period for one revision to cure: ________. Following such cure period, if Client still finds the Copy unsatisfactory, Copywriter shall be under no additional obligation. Client shall remain responsible for paying Copywriter all fees due, and the Parties may thereafter terminate this Agreement.

11.4 This Agreement shall also terminate immediately upon the death of the Copywriter or Client, the inability of the Copywriter to perform the services because of a sudden and medically documented physical or mental disability, the liquidation, dissolution, or discontinuance of the business of the Client or Copywriter in any manner, or the filing of any petition by or against the Client or Copywriter under federal or state bankruptcy or insolvency laws.

11.5 Upon termination for any reason, all fees and reimbursements accrued up to the date of termination shall be paid.

11.6 Upon expiration or termination of this Agreement, or at any other time upon Client's written request, Copywriter shall promptly:

(a) deliver to Client all deliverables (whether complete or incomplete) and all hardware, software, tools, equipment, or other materials provided for Copywriter's use by Client;

(b) deliver to Client all tangible documents and materials (and any copies) containing, reflecting, incorporating, or based on Client's Confidential Information;

(c) permanently erase all Confidential Information from Copywriter's computer systems; and

(d) certify in writing to Client that Copywriter has complied with the requirements of this § 11.6.

§ 12. CONFIDENTIALITY.

12.1 All non-public, confidential, or proprietary information of Client, including, but not limited to, trade secrets, business plans, marketing strategies, customer lists, pricing, financial information, and any other information disclosed by Client to Copywriter, whether disclosed orally or in written, electronic, or other form, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"), in connection with this Agreement is confidential and shall not be disclosed or copied by Copywriter without the prior written consent of Client.

12.2 Confidential Information does not include information that: (a) is or becomes generally available to the public other than through Copywriter's breach of this Agreement; (b) is communicated to Copywriter by a third party that had no confidentiality obligations with respect to such information; or (c) was already in Copywriter's possession without any obligation of confidentiality prior to disclosure by Client.

12.3 Copywriter agrees to use the Confidential Information solely for the purpose of performing its obligations under this Agreement and not for any other purpose, including, without limitation, for Copywriter's own benefit or the benefit of any third party.

12.4 Copywriter shall protect the Confidential Information with the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

12.5 Copywriter shall be responsible for any breach of this § 12 caused by any of its employees, agents, or representatives to whom the Confidential Information is disclosed.

12.6 Nothing herein shall prohibit disclosure of Confidential Information to the extent required by applicable law, regulation, or valid court order, provided that Copywriter gives Client prompt written notice (where lawfully permitted) and reasonable cooperation to enable Client to seek a protective order.

12.7 The obligations of confidentiality set forth in this § 12 shall survive the expiration or termination of this Agreement and shall continue in full force and effect thereafter.

§ 13. PORTFOLIO USE.

13.1 Notwithstanding the intellectual property rights granted by this Agreement, Copywriter shall be permitted to use the Copy in Copywriter's professional portfolio, after such Copy has been made public by Client. Nothing herein shall limit such right of Copywriter.

§ 14. CREDIT.

14.1 Client shall credit Copywriter for Copy created hereunder in a manner agreed upon by the Parties in writing prior to the release of the Copy to the public.

§ 15. INDEMNIFICATION.

15.1 Copywriter and Client shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from bodily injury or death of any person, damage to real or personal property, resulting from the indemnifying Party's acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.

§ 16. LIMITATION OF LIABILITY.

16.1 Except for breaches of confidentiality, indemnification obligations, or infringement of intellectual property rights, in no event shall either Party be liable to the other for any consequential, incidental, indirect, exemplary, special, or punitive damages. Except as prohibited by applicable law, Copywriter's aggregate liability arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Copywriter under this Agreement.

§ 17. SURVIVAL.

17.1 Any provision of this Agreement which by its terms imposes continuing obligations on either Party shall survive the termination or expiration of this Agreement.

§ 18. DISPUTE RESOLUTION.

18.1 In the event of a dispute arising out of or relating to this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If such efforts fail, the Parties shall submit the dispute to binding arbitration administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association and governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. The arbitration shall be conducted in the county and state set forth in § 19 (Governing Law) of this Agreement, before a single arbitrator who shall have no authority to add parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable federal law and the laws of the State of ________. Each Party shall bear its own costs and fees. Claims subject to arbitration include, without limitation, contract claims, tort claims, and claims based on federal, state, and local laws, ordinances, statutes, or regulations. Notwithstanding the foregoing, intellectual property claims by Copywriter shall not be subject to arbitration and may be litigated. The Parties waive any right they may have to a jury trial with respect to claims subject to arbitration.

§ 19. GOVERNING LAW; JURISDICTION AND VENUE.

19.1 This Agreement shall be governed by and construed in accordance with the internal laws of the State of ________, without giving effect to any choice or conflict of law provision or rule. Subject to § 18, each Party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the following county in any legal suit, action, or proceeding arising out of or based upon this Agreement or the Copy provided hereunder: ________.

§ 20. ASSIGNMENT; BENEFIT.

20.1 Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that Client may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, legal representatives, successors, and permitted assigns.

§ 21. COUNTERPARTS; ELECTRONIC SIGNATURES.

21.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile, and electronic signatures, shall be deemed valid and binding to the same extent as original signatures pursuant to the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001 et seq.) and applicable state law. This Agreement shall be effective as of the Effective Date.

§ 22. NOTICES.

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§ 23. FORCE MAJEURE.

23.1 Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authorities, riots, embargoes, epidemics or pandemics, governmental orders, natural disasters, and other unforeseen circumstances. The affected Party shall use commercially reasonable efforts to resume performance as soon as practicable.

§ 24. SEVERABILITY.

24.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or, if not possible, severed, and the remaining provisions shall continue in full force and effect.

§ 25. WAIVER.

25.1 No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is to be enforced. No failure or delay by either Party in exercising any right shall operate as a waiver thereof.

§ 26. HEADINGS.

26.1 Headings in this Agreement are for convenience only and shall not affect the interpretation or construction of the provisions hereof.

§ 27. ENTIRE AGREEMENT; MODIFICATION.

27.1 This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements and understandings, whether written or oral. This Agreement may be amended, modified, or discharged only by a written instrument signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

CLIENT:

Name: ________

Title: ________

Signature: _____________________________

Date: ________

COPYWRITER:

Name: ________

Title: ________

Signature: _____________________________

Date: ________