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IT, web, Internet, software, hardware, media, multimedia, photography, tech, information, technology, computer, business, company, pre-written, legal, contract, agreement, documents, templates, boilerplate, form, outline, text, terms, recitals intellectual, property, copyright, trademark COPYWRITING AGREEMENT THIS AGREEMENT made this CurrentDay day CurrentMonth CurrentYear and between Company Copywriter and CustCompany Customer Declarations Pre Existing Works shall mean any method practice source code object code graphics other resource incorporated into any deliverable that contains Copywriter Proprietary Rights Copywriter Proprietary Rights shall mean anything which Copywriter has rightful copyright trademark patent other intellectual property interest Deliverables shall mean the software provided object and source format and subject Copywriter Proprietary Rights documentation other materials required delivered Copywriter Customer set forth any Specification Source Code shall mean all the readable forms code documentation any combination thereof that together make and build files Deliverables Services shall mean any programming training customization enhancement other labor performed the Copywriter required the Specifications which may may not have associated Deliverable Specifications shall mean the specifications for the Deliverables reasonably communicated and agreed Copywriter which include detailed specifications and instructions for all required Deliverables features and functionality and complete production schedule for each Deliverable Recitals Copywriter has experience and expertise the development and formation original written works Materials Project Customer desires have Copywriter develop Materials for Customer Copywriter desires develop Customer Materials the terms and conditions set forth Exhibit attached hereto the Specifications Agreements consideration the mutual covenants set forth this Agreement Customer and Copywriter hereby agree follows Development Materials Copywriter agrees the documentation and development the Materials according the compensation terms listed Exhibit attached hereto Specifications Copywriter agrees develop the Project pursuant the Specifications set forth Exhibit Delivery Dates and Milestones Copywriter will use reasonable diligence the development the Materials and endeavor deliver Customer all operational Materials and files later than DeliveryDate Customer acknowledges however that this delivery deadline and the other payment milestones listed Exhibit are estimates and are not required delivery dates unless otherwise noted the Specifications Deliverables defined Critical Deliverables shall outlined Exhibit and shall contain the delivery date and the terms delivery the Critical Deliverable Copywriter shall deliver all times any and all material required complete the Project Ownership Rights Customer shall retain all ownership title and interest all Materials delivered under this Agreement All subject matter created part the Materials shall considered works made for hire and Customer shall own all copyrights the extent that any rights the Materials vest initially with Copywriter for any reason Copywriter hereby irrevocably assigns and quitclaims any such rights Customer Notwithstanding Sec Copywriter hereby grants Customer non exclusive royalty free nontransferable worldwide right and license use reproduce modify and distribute any Pre existing Works incorporated into the Materials connection with Customer use the Materials Rights and license shall include but not limited rights modify any Pre existing Works adapt incorporate the Pre existing Works into the Materials and modify the Pre existing Works correct errors add features functionality the Materials and make the Materials compatible with other hardware software Project Development Copywriter Warranties Copywriter certifies and warrants that the following true and valid Conflict entering into this Agreement Copywriter certifies that Copywriter does not and will not violate conflict with result material default under any other contract agreement indenture decree judgment undertaking conveyance lien encumbrance which Copywriter any Copywriter affiliates party which Copywriter any Copywriter property may become subject bound Copywriter will not grant any rights under any future agreement and will not permit suffer any lien obligation encumbrances that will conflict with the full enjoyment Customer Customer rights under this Agreement Right Make Full Grant Copywriter has all required ownership rights and license grant Customer all necessary rights with respect the Materials free and clear any and all agreements liens and interests any person party including without limitation Copywriter employees contractors agents artists any such employees contractors agents and artists who have provided are providing will provide services with respect the development the Materials Non infringement Nothing contained the Materials required any part operation the Materials required deliver the Materials under this Agreement does will infringe violate any intellectual property rights any third party Further nothing contained within the Materials any part operation the Materials will cause the use reproduction resale transfer the rights the Materials infringe upon the intellectual property rights any third party Pre existing Works and third party Materials Copywriter has the right assign and transfer rights such pre existing works and third party materials specified this Agreement reliance third party Software Technology Unless otherwise agreed Customer Project files shall not require any additional software third party resources plug ins other technologies not listed the Specifications Any additional software required run the deliverables shall construed non conformance the Specifications Specific Enhancements Copywriter and Customer acknowledge that some time during the Term this Agreement either Copywriter Customer may propose enhancements the Project that fall outside the scope the Specifications Upon such proposal Copywriter shall confer good faith with Customer concerning the feasibility developing such enhancements and the time frame for developing testing and incorporating such enhancements Copywriter and Customer shall mutually agree writing whether Copywriter shall pursue the development such enhancements and which party will fund such development The Specifications will amended include such enhancements Backups and Redundancies for Development Copywriter will maintain off site storage all stages the source code and other backup media related this Agreement ensure Project integrity and protection and will responsible all times for setting procedure for backing all Project data Acceptance The terms and conditions contained this section will apply the initial release the Project Materials well subsequent release upgrades enhancements any other version thereof Copywriter shall evaluate any beta final version each deliverable and shall submit acceptance rejection Copywriter within Days days after Customer receipt agreed upon transmission for each deliverable Testing and Quality Assurance Copywriter agrees thoroughly test the Materials and Project including without limitation each and every release version and enhancement thereof appropriate under the circumstances all appropriate stages development and shall document the testing written test documents delivered Customer Copywriter will submit test plans Customer ensure that Customer standards quality are maintained and Copywriter agree subsequently modify the test plans accommodate Customer requests Customer reasonably deems necessary Quality Assurance test documentation shall include detailed descriptions the tests conducted their results and any outstanding unresolved issues Copywriter will not deploy the Project Materials any enhancement thereof unless Customer and Copywriter agree upon such action writing Adherence Schedule Copywriter fails transmit any Critical Deliverable within the dates specified the Schedule fails meet Milestone defined the Specifications then Breach Agreement Breach shall considered have occurred Customer may amend the Schedule include correction period suspend the Schedule until the problem corrected the sole expense Copywriter subject Customer reasonable satisfaction terminate this Agreement Delivery all deliverables not defined the Specifications Critical Deliverables shall considered estimates and delivery shall not subject breach Copywriter shall not held responsible for any delays due Milestones missed Customer delays due Customer deliverables delays due transmission equipment failure strikes riots disasters other natural occurrences Compensation For all Copywriter services under this Agreement Customer shall compensate Copywriter cash pursuant the terms Exhibit attached hereto the event Customer fails make any the payments referenced Exhibit the deadline set forth Exhibit Copywriter has the right but not obligated pursue any all the following remedies terminate the Agreement remove equipment owned Copywriter whether leased Customer Copywriter not and remove any Copywriter personnel Staff from Customer location bring legal action Customer may suspend development the Project and responsible for any schedule changes required and additional financial impact Confidentiality Customer and Copywriter acknowledge and agree that the Specifications and all other documents and information related the development the Materials the Confidential Information will constitute valuable trade secrets Copywriter Customer shall keep the Confidential Information confidence and shall not any time during after the term this Agreement without Copywriter prior written consent disclose otherwise make available anyone either directly indirectly all any part the Confidential Information Limited Warranty and Limitation Damages Copywriter warrants that the Materials will conform the Specifications the Materials not conform the Specifications Copywriter shall responsible for correcting the Materials without unreasonable delay Copywriter sole expense and without charge Customer bring the Materials into conformance with the Specifications This warranty shall the exclusive warranty available Customer Customer waives any other warranty express implied Customer acknowledges that Copywriter does not warrant that the Materials will work all platforms Customer acknowledges that Copywriter will not responsible for the results productivity any other measurable metric not specified Exhibit obtained Customer the Materials Customer waives any claim for damages direct indirect and agrees that its sole and exclusive remedy for damages either contract tort the return the consideration paid Copywriter set forth Exhibit attached hereto Copywriter will monitor the reliability and stability the Materials for period Days days ensure that they perform accordance with the Specifications modifications are required any time Copywriter will confer good faith with Customer concerning the appropriateness any modifications and mutually agree whether not make such modifications provided however that such agreement will not deemed relieve Copywriter from Copywriter obligations ensure that the Project continues conform the Specifications and compensation estimates set forth Exhibit Independent Contractor Copywriter shall retained independent contractor Copywriter will fully responsible for payment income taxes all compensation earned under this Agreement Customer will not withhold pay any income tax social security tax any other payroll taxes Copywriter behalf Copywriter understands Copywriter will not entitled any fringe benefits that Customer generally provides for Customer employees any statutory employment benefits including without limitation workers compensation unemployment insurance Equipment Customer agrees make available Copywriter for Copywriter use performing the services required this Agreement such items hardware and Materials Customer and Copywriter may agree are reasonably necessary for such purpose General Provisions Entire Agreement This Agreement contains the entire agreement between the parties relating the subject matter hereof and supersedes any and all prior agreements understandings written oral between the parties related the subject matter hereof modification this Agreement shall valid unless made writing and signed both parties hereto Governing Law This Agreement shall governed and construed accordance with the laws the State State Exclusive jurisdiction and venue shall the County County State Superior Court Binding Effect This Agreement shall binding upon and inure the benefit Customer and Copywriter and their respective successors and assigns provided that Copywriter may not assign any obligations under this Agreement without Customer prior written consent Waiver The waiver either party any breach failure enforce any the terms and conditions this Agreement any time shall not any way affect limit waive such party right thereafter enforce and compel strict compliance with every term and condition this Agreement Good Faith Each party represents and warrants the other that such party has acted good faith and agrees continue act the negotiation execution delivery performance and any termination this Agreement Right Assign Customer has right assign sell modify otherwise alter the Materials except upon the express written advance approval Copywriter which consent can withheld for any reason Indemnification Copywriter warrants that the Project will conform the Specifications such other specifications are agreed writing Copywriter for period one year from the date completion the Project the Project does not conform the Specifications Customer sole remedy Copywriter shall responsible for correcting the Project without unreasonable delay Copywriter sole expense and without charge Customer bring the Project into conformance with the Specifications set forth Exhibit This warranty shall the exclusive warranty available Customer Customer waives any other warranty express implied Customer acknowledges that Copywriter not responsible for the results obtained Customer the Project Customer acknowledges that Copywriter not responsible for fixing any problems errors omissions the Project after Customer has tested proofed and approved the Project and either written approval has been given Copywriter the Project has been mass produced transmitted the Public Domain any way Customer waives any claim for damages direct indirect and agrees that Customer sole and exclusive remedy for damages either contract tort the return the consideration paid Copywriter set forth Exhibit attached hereto action regardless form arising out any claimed breach this Agreement transactions under this Agreement may brought either party more than one year after the cause action has occurred Responsibility for Theft Copywriter shall have responsibility for any third party disrupting intruding otherwise copying files reverse engineering part whole all any part the Materials any time Right Make Derivative Works Copywriter will have exclusive rights making any derivative works from any its work practices coding programming other work the Materials that related its pre existing Copywriter Material outlined the Specifications Attorney Fees the event any party this Agreement employs attorney enforce any the terms the Agreement the prevailing party shall entitled recover its actual attorney fees and costs including expert witness fees Identification Copywriter Customer agrees that Copywriter identification may annotated within the content the author Customer also agrees put Copywriter copyright notices the Pre existing Materials and the relevant content therein Responsibility for Loss Copywriter not responsible for any down time lost files lost productivity improper use any other loss that may occur the operation the Materials The parties represent and warrant that the date first written above they are authorized enter into this Agreement its entirety and duly bind their respective principals their signatures below EXECUTED the date first written above CustCompany signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Company signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Customer Initials Copywriter Initials
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