Free Editorial Service Agreement Template
Editorial Service Agreement
This Editorial Service Agreement ("Agreement") is made and entered into as of [Date], by and between:
[Your Company Name], a company organized and existing under the laws of [State], with a principal office located at [Your Company Address], and a contact number of [Your Company Number], and email address [Your Company Email], hereinafter referred to as "Service Provider,"
AND
[Second Party Company Name], a company organized and existing under the laws of [State], with a principal office located at [Second Party Company Address], and a contact number of [Second Party Company Number], and email address [Second Party Company Email], hereinafter referred to as "Client."
I. INTRODUCTION
This Agreement sets forth the terms and conditions under which the Service Provider will provide editorial services to the Client. These services are designed to assist the Client in improving the quality and clarity of their written content through various editorial processes.
By signing this Agreement, both parties acknowledge their understanding of and agreement to the scope, timeline, payment terms, and other provisions outlined within this document. This Agreement is a legally binding contract that ensures both parties fulfill their respective obligations.
II. SCOPE OF SERVICES
A. Services Provided
The Service Provider agrees to offer the following editorial services to the Client: proofreading, copyediting, content creation, and rewriting, as per the Client’s specifications. The exact nature of each service will be detailed in the subsequent communication, with clear expectations and guidelines established.
The Service Provider will focus on refining the Client’s content by addressing errors in grammar, structure, and clarity while maintaining the original intent and tone of the text. The Service Provider will also provide input on improving flow, consistency, and readability.
B. Deliverables
The Service Provider will deliver drafts, revised versions, and the final completed content as agreed. All deliverables will be provided in electronic format unless otherwise specified, and will adhere to the agreed-upon deadlines.
The Client will receive updates at each key milestone, including draft submissions and final approval stages, ensuring they have ample opportunity to provide feedback or request revisions.
C. Milestones and Reviews
The Service Provider will submit the initial draft of the content by [Date], which the Client will review within [00] business days. This draft will reflect the initial editorial work completed, and the Client will have the opportunity to suggest changes or improvements.
Subsequent revisions will be made by the Service Provider in response to Client feedback, with each revision following a similar review process. Each milestone will be completed in adherence to the specified deadlines.
III. TIMELINE AND DEADLINES
A. Project Duration
This project will commence on [Start Date] and is scheduled to be completed by [End Date], subject to any changes made by either party during the course of the project. Both parties acknowledge that timely communication is essential to meeting the established deadlines.
If there are any significant delays on either party’s side, the timeline may be adjusted upon mutual agreement to ensure the project is completed successfully.
B. Key Milestones
The major milestones of the project include the submission of the initial draft by [Date], followed by client feedback, which will be reviewed and acted upon by [Date]. A revised draft will be submitted by [Date], with the final version delivered by [Date], allowing for ample time for approval and necessary adjustments.
These milestones provide clear deadlines for both parties, ensuring that the work progresses systematically and according to the Client's expectations.
C. Client Review
After each draft submission, the Client will have [00] business days to review and provide written feedback to the Service Provider. If no feedback is provided within this time frame, the Service Provider will proceed with the next phase of work based on the most recent draft.
The timely provision of feedback by the Client is essential for maintaining the overall project timeline and ensuring that the content meets the Client’s needs.
IV. COMPENSATION AND PAYMENT TERMS
A. Fee Structure
The total fee for the editorial services to be rendered under this Agreement is $[00], to be paid as outlined in the payment schedule. Payment will be based on the services provided and any agreed-upon changes or additions beyond the scope of the original work.
The Client agrees to compensate the Service Provider promptly according to the agreed-upon payment schedule, ensuring that the Service Provider is paid for the time and effort invested in the project.
B. Late Payment Penalties
If the Client fails to make payment within [00] days of the due date, a late fee of [00]% will be applied for each week that the payment is overdue. The Service Provider reserves the right to pause work until payment is received in full.
Continued failure to remit payment after [00] days may result in the termination of this Agreement, with the Client being responsible for any work completed up until that point.
V. RIGHTS AND OWNERSHIP
A. Ownership of Content
Upon receipt of full payment for services rendered, the Client will retain full ownership and copyright of the content, including any edits, drafts, and revisions provided by the Service Provider. The Service Provider will transfer all rights to the edited work to the Client upon final payment.
The Service Provider shall not retain any claim to the content once the transaction is complete, and the Client will have the exclusive right to use, publish, or distribute the content as they see fit.
B. Use of Work
The Client grants the Service Provider permission to use excerpts or copies of the content for promotional purposes, including in the Service Provider’s portfolio or website, but only after the final work has been delivered and accepted.
Any additional uses of the content by the Service Provider beyond this promotional scope will require prior written consent from the Client.
VI. CONFIDENTIALITY
A. Confidentiality Obligations
The Service Provider agrees to maintain the confidentiality of all materials, information, and content provided by the Client. This includes any sensitive business information, personal data, or intellectual property the Client shares during the course of the project.
The Service Provider will not disclose or use any confidential information for any purpose other than fulfilling the obligations under this Agreement, and will take all reasonable measures to protect such information from unauthorized access or use.
B. Exceptions
The confidentiality obligations of the Service Provider do not apply in cases where the information is already publicly known or disclosed, or if the Service Provider is compelled by law to disclose such information.
In the event that disclosure is required by law, the Service Provider will notify the Client promptly to allow for any necessary legal actions to protect the information.
VII. REVISIONS AND APPROVALS
A. Included Revisions
The Service Provider will include [00] rounds of revisions as part of the agreed fee. These revisions will focus on refining the content according to the Client’s feedback and ensuring that the work meets the Client’s expectations.
Revisions will be incorporated as necessary to improve the quality, accuracy, or clarity of the work, and the Service Provider will promptly address the Client’s concerns and requests.
B. Additional Revisions
If the Client requests revisions beyond the initial [00] rounds, the Service Provider will charge $[00] per hour or $[00] per revision. The Client will be notified of any additional costs before the revisions are made, ensuring transparency and mutual agreement.
The Client will have the option to approve or decline additional revisions based on the revised cost and timeline.
VIII. TERMINATION
A. Termination by Client
The Client may terminate this Agreement at any time with [00] days' written notice. In such an event, the Client will be responsible for paying for all services rendered up to the point of termination, including any work completed on drafts or revisions.
If termination occurs prior to the completion of the work, the Client must compensate the Service Provider for any expenses incurred or time spent in good faith on the project.
B. Termination by Service Provider
The Service Provider reserves the right to terminate this Agreement if the Client fails to make payment or otherwise violates the terms of the Agreement. The Service Provider will notify the Client in writing, and the Client will have [00] days to remedy the issue before termination is enacted.
In the event of termination, the Client will be responsible for paying for all completed work to date, and any outstanding payments will be due immediately.
C. Consequences of Termination
Upon termination, the Client agrees to pay the Service Provider for all completed work up until the termination date. If any amounts remain unpaid, they will become due immediately, and the Service Provider may pursue legal action to recover outstanding fees.
All work completed by the Service Provider up until termination will remain the property of the Service Provider, unless otherwise agreed upon.
IX. LIABILITY AND WARRANTIES
A. Service Provider's Warranty
The Service Provider warrants that the editorial services will be completed professionally and in accordance with industry standards. The Service Provider will not be held liable for any errors or omissions that occur after the final approval by the Client.
The Service Provider will make reasonable efforts to ensure that all work is error-free at the time of delivery, but cannot guarantee that every issue will be identified, especially after final approval.
B. Limitation of Liability
The Service Provider’s total liability for any damages arising from this Agreement shall not exceed the total amount paid by the Client for services rendered. The Service Provider is not liable for indirect, incidental, or consequential damages resulting from errors or omissions in the work.
Both parties agree to limit their claims and actions to those that arise directly from breach of this Agreement, excluding any liability for non-performance due to circumstances beyond their control.
X. DISPUTE RESOLUTION
A. Method of Resolution
Both parties agree to resolve any disputes arising from this Agreement through mediation or arbitration before taking any legal action. This process will be handled in a professional and confidential manner, aiming to reach an amicable resolution.
If mediation or arbitration is unsuccessful, the parties may proceed with litigation, but only after making a good-faith effort to resolve the dispute through the alternative methods outlined above.
B. Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of [State]. Any disputes or legal actions related to this Agreement will be handled in the courts of [State], which will have exclusive jurisdiction over any matters arising from the Agreement.
Both parties consent to the venue and jurisdiction of these courts, acknowledging their understanding and acceptance of this provision.
XI. MISCELLANEOUS PROVISIONS
A. Force Majeure
Neither party will be held liable for any delay or failure to perform due to circumstances beyond their reasonable control, such as acts of God, war, or government regulations.
If such an event occurs, the affected party will promptly notify the other party and will work together to find a solution or extend deadlines as necessary.
B. Entire Agreement
This Agreement constitutes the entire understanding between the Service Provider and the Client and supersedes any prior agreements or discussions. No amendments or modifications to this Agreement will be effective unless made in writing and signed by both parties.
Both parties acknowledge that they have read and fully understand the terms of this Agreement, and no oral representations or prior written material will alter its terms.
XII. SIGNATURES
By signing below, both parties agree to the terms and conditions outlined in this Agreement.
[Your Name]
[Your Company Name]
[Date]
[Representative's Name]
[Second Party Company Name]
[Date]
