COPYWRITING AGREEMENT

This Copywriting Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT THE NAME OF THE CLIENT], having registered office at [INSERT THE ADDRESS OF THE CLIENT] (hereinafter referred to as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT THE NAME OF THE COPYWRITER], having registered office at [INSERT THE ADDRESS OF THE COPYWRITER] (hereinafter referred to as the “Copywriter” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Client” and the “Copywriter” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Copywriter is engaged in providing copywriting services and possesses the necessary skills, expertise, qualifications to provide the requested services.
2. The Client desires to engage the services of Copywriter for the completion of [INSERT TASK OR PROJECT].
3. The Client and Copywriter mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Copywriter” shall mean an individual who is engaged in providing certain writing services.
   2. “Client” shall mean an individual or entity who hires the Copywriter for the completion of a specific work.
   3. Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement, whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   4. “Intellectual Property” refers to any patents, trademarks, service marks, trade names, copyright, trade secrets, know-how or other intellectual property rights, applications, registrations mentioned in this agreement thereof.
2. SCOPE OF WORK
   1. The Copywriter agrees to provide the following copywriting services [INSERT COPYWRITER SERVICES] in connection with the services provided the Copywriter shall deliver the required deliverables to the Client.
   2. The Copywriter shall complete the writing work and deliver the deliverables according to the timeline as agreed upon by both the parties.
   3. The Client has no right to assign any other services to the Copywriter other than as specifically mentioned in this agreement.
3. REVISIONS AND DELIVERABLES
   1. Copywriter agrees to provide [INSERT NUMBER OF REVISIONS COPYWRITER AGREES TO PROVIDE] revisions before the final draft, based on client’s feedback.
   2. The Copywriter agrees to deliver the final draft of copies by [INSERT DATE ON WHICH COPYWRITER AGREES DELIVER THE FINAL DRAFT OF COPIES].
   3. The Copywriter may not use any work of a third party without proper authorization, and if plagiarism occurs, it may lead to the termination of this agreement.
   4. The Parties may terminate the agreement if there is a material breach of the terms and failure to resolve such a breach within 30 days of notification of such a breach.
4. PAYMENT
   1. The Client shall pay a maximum total of [INSERT THE MAXIMUM AMOUNT TO BE PAID BY CLIENT] plus any other taxes imposed by any federal, state, or local government and any other expenses owed under this Agreement to the Copywriter after the completion of the work.
   2.  All payments made to the Copywriter under this Agreement must be in [INSERT THE CURRENCY IN WHICH PAYMENT SHALL BE MADE].
5. INDEPENDENT CONTRACTOR
   1. The Copywriter acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner of the Client. The Client will provide with the details of the Services it wants from the Copywriter to undertake and perform henceforth. The Client shall not provide any fringe benefits to the Copywriter.
   2. The Copywriter may engage or assign other sub-copywriters to assist in performing the services, provided that the Writer remains responsible for the quality and timeliness of the sub-copywriter’s work.
6. COPYWRITER’S OBLIGATION
   1. The Copywriter shall diligently and professionally in good faith perform the services as mentioned in this agreement.
   2. The Copywriter shall exercise due-care and skill in executing the tasks and perform adhere to industry best practices.
   3. The Copywriter shall keep a record of all the services performed and provide such documentation to the Client upon request.
   4. The Copywriter shall not disclose any confidential information of the Client to any third-party without the prior permission of the Client.
7. CLIENT’S OBLIGATION
   1. The Client shall provide timely payments to the Copywriter for the services as per the agreed terms and conditions.
   2. The Client shall not interfere with the Copywriter work or activities, allowing the Copywriter to perform the Services as they see fit, provided that the results meet the agreed-upon quality standards.
   3.  The Client shall provide constructive feedback on the Copywriter's performance and deliverables, facilitating any necessary adjustments or improvements. If the Client wishes to modify the Scope of Work or the Services, the Client shall discuss such changes with the Copywriter and agree on the appropriate adjustments to the timeline and compensation.
8. REPRESENTATION AND WARRANTIES
   1. Both Client and Copywriter represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter or perform this Agreement.
   2. Copywriter represents and warrants that it has all the necessary licenses, permits and registrations, if any, required to perform the Services under this Agreement in accordance with applicable federal, state, and local laws, rules and regulations and that it will perform the Services according to the Client’s guidelines and specifications and with the standard of care prevailing in the industry.
9. INTELLECTUAL PROPERTY RIGHTS
   1. Any modifications, adaptations, or derivative works created by the Copywriter shall be the property of the Client, and the Copywriter agrees not to use, reproduce, or distribute such modifications without the Client's explicit written consent.
   2. Copywriter shall not have any right in any of the Client’s intellectual property, except for the limited use which is for the benefit of the client.
10. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
11. CONFIDENTIALITY
    1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
    2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    3. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
    5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
12. FORCE MAJEURE
    1. No failure or omission by the Copywriter or the Client in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Copywriter or the Client, as the case may be, including but not restricted to natural disasters, acts or omissions of any government, or agency thereof, pandemic, social implications, or transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore.  If force majeure continues for a period of more than two (2) weeks, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
13. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY WHOSE LAWS SHALL BE APPLICABLE].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
    3. By direct negotiations between the Copywriter and Client. 
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
14. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Copywriter: [INSERT THE EMAIL ID OR/AND ADDRESS OF COPYWRITER]
       2. If to the Client: [INSERT THE EMAIL ID OR/AND ADDRESS OF CLIENT]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
15. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT THE CITY or COUNTRY WHOSE ARBITRATION LAWS WILL APPLY] then in force.
16. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
17. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Copywriter

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF COPYWRITER]

Signature:

Date: [INSERT THE DATE ON WHICH COPYWRITER SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Client

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF CLIENT]

Signature: 

Date: [INSERT THE DATE ON WHICH CLIENT SIGNS THE AGREEMENT]