Editor Services Agreement - Template, Sample Form Pro · US-law

EDITOR SERVICES AGREEMENT

State of ________

RECITALS

This Editor Services Agreement (the "Agreement") is entered into and made effective as of ________ (the "Effective Date"), by and between the following client (the "Client"):

________
of
________

and the following editing services provider (the "Editor"):

________
of
________

The Client and the Editor are referred to herein individually as a "Party" and collectively as the "Parties."

WHEREAS, the Editor desires to provide editing services to the Client, and the Client desires to obtain such services from the Editor, upon the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

§ 1. DESCRIPTION OF SERVICES

1.1. Beginning on ________, the Editor will provide editing services with respect to the Client's work (the "Work"), described as follows:

________

1.2. The Editor will provide the following editing services to the Client (the "Services"):

________

1.3. Editing of the Work will be comprised of the following steps:

________

§ 2. SCOPE OF WORK

2.1. The Editor shall perform the following editing of the Work, to the extent applicable:

(a) Comprehensive conceptual edit;

(b) Proofreading of the entire Work;

(c) Line edit of the Work;

(d) Copy edit of the Work;

(e) Written critique and analysis of the Work;

(f) The following round(s) of follow-up questions from the Client, each round limited to the following amount of the Editor's time: ________; and

(g) The following additional services:

________

2.2. All editing shall be performed by means of digital notes and tracked changes on a digital copy of the Work, unless otherwise agreed by the Parties in writing.

2.3. The Editor shall apply the Editor's professional skill, expertise, and experience in editing the Work. The Editor's sole function is to aid and assist the Client in editing the Work. To that end, the Editor will use commercially reasonable efforts to advise and suggest changes to improve the Work within the scope of the responsibilities described above. The decision to accept or reject any suggested change rests in the sole discretion of the Client, who retains all editorial authority over the Work.

2.4. "Strunk & White's The Elements of Style" shall serve as the default style guide unless the Client requests and supplies a different style manual.

2.5. The Editor and the Client shall conduct any and all in-person meetings at the following location(s):

________

§ 3. DELIVERY OF WORK

3.1. The Work shall be delivered to the Editor by the Client on or before ________ in the following format: ________.

3.2. The edited Work shall be delivered to the Client by the Editor on or before ________ in the following format: ________.

§ 4. PAYMENT FOR SERVICES

4.1. As consideration for the Services rendered under this Agreement, the Client shall pay the Editor compensation of $________ (________) per hour of Service provided to the Client, as set forth in a detailed invoice furnished by the Editor to the Client.

4.2. Each invoice shall be due and payable within ________ days of the invoice date.

4.3. The Client shall reimburse the Editor for direct, pre-approved expenses reasonably incurred in performing this Agreement, which may include photocopying, printing, electronic data transfer, long-distance telephone charges, parking, travel, couriers, and postage, supported by reasonable documentation.

4.4. The Client shall pay the Editor a non-refundable retainer fee in the amount of $________ (________), due upon execution of this Agreement, to be credited against amounts due for the Services.

4.5. Unless otherwise specified, all amounts are stated in United States Dollars (USD). The Client shall be responsible for any applicable sales, use, or similar taxes, excluding taxes based on the Editor's net income.

4.6. Payment shall be made to the following person and address:

________
________

4.7. For any amount not paid when due, the Client shall pay a late charge of $________ (________), or interest at the rate of ________% per month, whichever is lower, provided that in no event shall any charge exceed the maximum rate permitted by applicable law.

4.8. In addition to any other rights or remedies provided by law or equity, the Editor may treat the Client's nonpayment for Services rendered as a material breach of this Agreement and may suspend performance, terminate this Agreement, or pursue any available legal remedies.

§ 5. TERM

5.1. This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with its terms, shall terminate automatically on ________.

§ 6. RELATIONSHIP OF THE PARTIES

6.1. The Parties acknowledge and agree that the Editor is an independent contractor with respect to the Client and not an employee, agent, partner, or joint venturer of the Client. Nothing in this Agreement shall be construed to create an employment, partnership, or agency relationship between the Parties.

6.2. The Client shall not provide any fringe benefits to the Editor, including health insurance, paid vacation, retirement benefits, or any other employee benefit. The Editor shall be solely responsible for the payment of all federal, state, and local income taxes, self-employment taxes, and all other taxes and contributions arising from the compensation received under this Agreement, and the Editor shall indemnify the Client against any liability arising from the Editor's failure to do so.

6.3. The Editor shall be solely responsible for obtaining and maintaining any licenses, permits, and insurance required to perform the Services.

§ 7. EXCLUSIVITY

7.1. For the term of this Agreement, the Editor shall have the exclusive right to edit the Work as described herein.

§ 8. OWNERSHIP OF WORK AND WORK PRODUCT

8.1. As between the Parties, the Client is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Work, including all copyright therein.

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8.3. Upon request and at the Client's expense, the Editor shall execute all documents and take all actions reasonably necessary to confirm, perfect, or record the Client's exclusive ownership of the Work and Work Product.

§ 9. CONFIDENTIALITY

9.1. The Editor, and any of the Editor's employees, agents, or representatives, shall not at any time or in any manner, directly or indirectly, use for personal benefit or divulge, disclose, or communicate any information that is proprietary or confidential to the Client. The Editor and such persons shall protect such information and treat it as strictly confidential, using at least the same degree of care used to protect their own confidential information, and in no event less than a reasonable degree of care.

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9.3. This Section shall survive the expiration or termination of this Agreement.

9.4. Upon termination of this Agreement, the Editor shall promptly return or, at the Client's option, destroy all records, notes, documentation, copies of the Work, equipment, and other items used, created, or controlled in connection with this Agreement.

§ 10. INDEMNIFICATION

10.1. The Editor agrees to indemnify, defend, and hold harmless the Client and the Client's affiliates, officers, agents, and representatives from and against any and all claims, losses, liabilities, damages, expenses, and costs (including reasonable attorneys' fees) arising out of or resulting from the negligent or wrongful acts or omissions of the Editor or the Editor's employees, agents, or representatives in connection with this Agreement.

10.2. The Client agrees to indemnify, defend, and hold harmless the Editor from and against any and all claims, losses, liabilities, damages, expenses, and costs (including reasonable attorneys' fees) arising out of any claim that the Work, in the form supplied by the Client, infringes the intellectual property rights of, defames, or otherwise violates the rights of any third party, except to the extent caused by the Editor's edits.

§ 11. WARRANTY; LIMITATION OF LIABILITY

11.1. The Editor shall perform the Services and meet the Editor's obligations under this Agreement in a timely, professional, and workmanlike manner, using knowledge and methods that meet generally accepted standards in the Client's community and region, and shall provide a standard of care equal to or exceeding that customarily used by similar editors on similar projects.

11.2. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS," AND THE EDITOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE EDITOR DOES NOT GUARANTEE THE PUBLICATION, ACCEPTANCE, OR COMMERCIAL SUCCESS OF THE WORK.

11.3. EXCEPT FOR OBLIGATIONS OF INDEMNIFICATION AND BREACHES OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE EDITOR'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY THE CLIENT TO THE EDITOR UNDER THIS AGREEMENT.

§ 12. DEFAULT

12.1. The occurrence of any of the following shall constitute a material default under this Agreement:

(a) The failure to make a required payment when due;

(b) The insolvency or bankruptcy of either Party;

(c) The subjection of any of either Party's property to any levy, seizure, general assignment for the benefit of creditors, or application or sale for or by any creditor or governmental agency; or

(d) The failure to make available or deliver the Services or the Work in the time and manner provided for in this Agreement.

§ 13. REMEDIES

13.1. In addition to any and all other rights available at law or in equity, if a Party defaults by failing to substantially perform any provision, term, or condition of this Agreement (including, without limitation, the failure to make a monetary payment when due), the non-defaulting Party may terminate this Agreement by providing written notice to the defaulting Party.

13.2. Such notice shall describe, with sufficient detail, the nature of the default.

13.3. The Party receiving such notice shall have seven (7) days from the effective date of the notice to cure the default(s). Unless waived in writing by the Party providing notice, the failure to cure the default(s) within such period shall result in automatic termination of this Agreement.

§ 14. FORCE MAJEURE

14.1. If performance of this Agreement or any obligation hereunder is prevented, restricted, or interfered with by causes beyond either Party's reasonable control ("Force Majeure"), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event.

14.2. The term "Force Majeure" shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, epidemics or pandemics, governmental orders or acts of military or civil authority, national emergencies, insurrections, riots, or wars, and strikes, lock-outs, work stoppages, or other labor disputes.

14.3. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or cease.

14.4. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party or its employees, officers, agents, or affiliates.

§ 15. ENTIRE AGREEMENT

15.1. This Agreement constitutes the entire agreement of the Parties, and there are no other promises, conditions, representations, or warranties, whether oral or written, concerning the subject matter of this Agreement.

15.2. This Agreement supersedes all prior written or oral agreements between the Parties concerning its subject matter.

§ 16. SEVERABILITY

16.1. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

16.2. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

§ 17. AMENDMENT

17.1. This Agreement may be modified or amended only in a writing signed by both Parties or by the Party against whom enforcement of the amendment is sought.

§ 18. ASSIGNMENT

18.1. Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

§ 19. GOVERNING LAW; VENUE

19.1. 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.

19.2. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in ________ for the resolution of any dispute arising out of or relating to this Agreement.

§ 20. DISPUTE RESOLUTION; ATTORNEYS' FEES

20.1. The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiation. Any dispute not so resolved may, upon mutual written agreement, be submitted to mediation before resorting to litigation.

20.2. In any action or proceeding to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs.

§ 21. NOTICE

21.1. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the address set forth in the opening paragraph of this Agreement, or to such other address as a Party may designate in writing.

§ 22. WAIVER OF CONTRACTUAL RIGHTS

22.1. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. No waiver shall be effective unless in writing and signed by the waiving Party.

§ 23. COUNTERPARTS; ELECTRONIC SIGNATURES

23.1. 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 delivered by electronic means and electronic signatures shall be deemed valid and binding to the same extent as original signatures, in accordance with the federal Electronic Signatures in Global and National Commerce Act (E-SIGN), 15 U.S.C. § 7001 et seq., and applicable state law.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.

_________________________________
________, Client

_________________
Date: ________

_________________________________
________, Editor

_________________
Date: ________