This agreement is made between PHENOMENAL CONTENT LLC and the individual or organization completing the content purchase transaction (hereinafter referred to as “Client”). This contract is made to set forth certain rights and obligations of each party.
A.Client is retaining Writer to provide freelance writing services, upon the request of Client, and solely to be written and completed by Writer, hereinafter referred to as “The Work.”
B.Approval of the Work shall be subject solely to Client’s approval, and shall be approved in writing, or deemed approved, upon Writer’s receipt of full payment.
II. INTELLECTUAL PROPERTY
A. The Work shall not be deemed a Work For Hire as defined under the copyright laws of the United States of America.
B. Writer herein grants Client an exclusive, irrevocable worldwide license, in perpetuity, to copy, sell, license, reproduce, duplicate, publish, perform, or otherwise exploit the Work.
C. Client may not adapt, arrange, change, create derivative works from, add to, or subtract from the Work, without Writer’s express written approval.
D. Writer shall not grant any license of the Work, to any other parties, without Client’s express written approval.
E. Writer may utilize the Work for promotional uses, including but not limited to use in a portfolio, advertising, resume, or press kit.
F. Writer warrants that she has the right, title, and ownership to the intellectual property of Work. Writer shall be responsible for obtaining any and all rights, approvals, and consents, to utilize any third-party intellectual property, within the work. Notwithstanding the foregoing, if any third-party intellectual property is supplied by Client, Client shall be responsible for obtaining any and all rights, approvals, and consents, to utilize any third-party intellectual property supplied by Client, to Writer.
A. Client shall pay the sum of $40 per article of up to 499 words, $80 per article of 500-1,000 words, or $160 per press release for Writer’s services in the Work. This constitutes sole compensation for the Work.
B. Payment in full is required before commencement of the Work.
C. Upon the commencement of the Work, the payment shall be deemed non-refundable.
D. Upon completion of the Work, Client shall approve or decline the Work. If Client approves, Client shall notify Writer in writing. If Client declines the Work, the payment is non-refundable. However, Client may make a good faith request Writer make changes to the Work, and Writer shall make said changes.
IV. WARRANTIES AND REPRESENTATIONS
A. The parties hereby warrant and represent that they have the full power and authority to enter into this Agreement, and is under no disability or prohibition that would prevent their obligations hereunder.
B. Upon Client’s approval of the Work, and remittance of final payment, Writer shall no longer be responsible for any errors, omissions, typographical errors, or any such errata.
C. Neither party may assign this agreement in whole or in part without the express prior written consent of the other party, provided however, that either party upon written notice to the other may assign this agreement to any firm or entity wholly controlled and/or owned by such party.
D. The parties acknowledge that they may obtain independent legal counsel, regarding the rights and obligations of this agreement.
Credit shall be given to Writer, at all times, in a manner in accordance and consistent with industry standards. Industry standards allow this Work to be ghostwritten without credit to the Writer.
VI. TERMINATION AND BREACH
A. Client may not terminate this contact upon the commencement of the Work.
B. In the event Writer terminates the Work, Writer shall refund all funds paid to Writer by Client.
C. No breach of this agreement shall be deemed material unless the party alleging such a breach shall have given written notice of said breach to the other party, via certified mail, return receipt requested, and such other party fails to cure such breach within thirty (30) days, after receipt of said notice.
D. Waiver of a breach of any provision of this agreement shall not be deemed or construed to be a waiver of any subsequent breach.
VII. ENTIRE AGREEMENT
A. This agreement constitutes the entire understanding between the parties, and supersedes any and all previous agreements, whether written or oral.
B. This agreement shall be construed in accordance with the Laws of New York State.
C. This agreement shall bind the parties’ respective successors and permitted assigns.
D. No promises or inducements have been made by either party to the other, except as expressly provided herein.
E. Neither this agreement nor any provision herein may be renewed, extended, waived, amended, modified, canceled, terminated or otherwise changed or discharged except by an instrument in writing, signed by the parties.
F. If any provision of this agreement is held void or unenforceable, it shall not affect the enforceability of any other term or condition in this agreement, and shall not void any liability of any party to this agreement.