Freelance Copywriting Proposal

The services to be provided by Your name / business name under this Agreement consist of Service Type (e.g., Proofreading, Copyediting, Translation) services as described below: Service Type (e.g., Proofreading, Copyediting, Translation) includes the following tasks: Freelance copywriting services for advertising campaigns, landing pages, email sequences, or sales pages as specified in the proposal. All copy is original, conversion-focused, and optimized for the target audience. Rate and timeline are as specified in the proposal. Service Type (e.g., Proofreading, Copyediting, Translation) does NOT include: Tasks Explicitly Excluded Any services beyond the scope defined above will require a separate written agreement and additional compensation.

RATE BASIS AND WORD COUNT METHODOLOGY 1. Compensation. Your name / business name will be compensated on a Rate Basis (e.g., per word, per hour, per page, flat fee) basis as follows: Rate Structure Details 2. Word Count Methodology. For any fee structure based on word count, the following methodology applies: (a) Counting Tool: Word count will be calculated using Word Count Tool/Method (e.g., Microsoft Word's built-in word count tool, SDL Trados word count, or the CAT tool's analysis function). The parties agree that Word Count Tool/Method is the sole authoritative method and that counts from other tools are not binding. (b) Character-Count Languages: For languages where character count is the standard pricing unit (including Chinese [Simplified and Traditional], Japanese, and Korean), pricing shall be based on Character Count Unit (for CJK languages) characters (e.g., Chinese characters excluding spaces and punctuation, or total character count including spaces — specify). The character-count method and rate per unit are: Character Count Method and Rate Details. (c) Included and Excluded Text: The following text elements ARE included in the billable count: body text, headings, subheadings, captions, footnotes, and endnotes. The following ARE NOT included: headers, footers, page numbers, embedded metadata, and hidden text (unless specifically in scope per the SOW). (d) Tables: Text within table cells IS included in the billable word count. 3. Source vs. Target Language Count. For translation projects, word count is based on the Translation Count Basis (source or target) text. If the target-language expansion ratio causes the target count to exceed the source count by more than Target-Language Expansion Cap Before Client Notification (%)%, Contractor shall notify Client before proceeding and the excess words are subject to the agreed per-word rate unless a fixed-fee cap applies under Section 4. 4. Floor and Ceiling for Variable-Scope Projects. For projects where the final word count or scope is variable: (a) Minimum Fee (Floor): Regardless of final word count, the minimum fee for this engagement is Minimum Fee / Floor ($), representing Contractor's fixed project costs (setup, research, project management). (b) Maximum Fee (Ceiling): Unless Client approves in writing, Contractor's fees will not exceed Maximum Fee / Ceiling ($) for this project. If Contractor's work in progress indicates the ceiling will be reached before the deliverable is complete, Contractor shall notify Client at least Ceiling Warning Threshold (% of ceiling before notification)% before the ceiling and await Client's written authorization to continue. 5. Payment Terms. Payment is due within 30 days of invoice date. Invoices will be issued Invoicing Schedule.

TURNAROUND TIME AND DEADLINE MANAGEMENT 1. Project Schedule. The parties agree to the following schedule: Project Schedule Details 2. Automatic Extension for Client-Caused Delays. If Client name / business name delays provision of required materials, feedback, or approvals beyond the agreed dates, all subsequent deadlines will automatically extend as follows: for each business day of Client-caused delay, all downstream deadlines extend by one (1) business day plus a Re-Scheduling Buffer Added Per Delay (business days)-business-day re-scheduling buffer to allow Contractor to reallocate capacity displaced by the delay. The total extension equals: (days of Client delay) + Re-Scheduling Buffer Added Per Delay (business days) business days. 3. Written Notice Required. The automatic extension in Section 2 takes effect only if Contractor provides written notice to Client name / business name within 2 business days of the missed client deadline, identifying: (a) the specific material or feedback not received; (b) the original deadline; and (c) the revised downstream deadline(s) resulting from the extension. Failure to give timely notice does not waive the extension, but Client may dispute the extension calculation if notice is delayed more than 30 business days. 4. Excessive Delay — Termination Right. If Client name / business name's cumulative delay in providing materials or feedback in any single project phase exceeds Cumulative Delay Threshold Triggering Termination Right (business days) business days, Your name / business name may, on 30 business days' written notice: (a) elect to terminate this Agreement for cause attributable to Client; and (b) invoice for all work completed to date at the applicable rate, calculated as: (work completed as a percentage of total deliverable) × (total project fee), plus any non-refundable third-party costs incurred by Contractor in connection with the project. Client's termination under this clause does not entitle Client to a refund of any amounts already paid for completed work. 5. Client Deadline Breach — No-Fault Acknowledgment. Client name / business name acknowledges that delays in providing required inputs are a material breach of Client's cooperation obligations, and that the fee and timeline consequences in this clause are a reasonable and pre-agreed allocation of the resulting harm.

REVISION ROUNDS 1. Included Rounds. The fees set forth in this Agreement include 2 round(s) of revisions, subject to the terms below. 2. Definition of 'Revision' (Changes Within Scope). A 'revision' means any change to existing text within the original scope of work, including: correcting errors, adjusting tone or style, restructuring sentences or paragraphs, trimming or expanding existing content within 5% of the originally agreed word count, and incorporating Client feedback on submitted material. Multiple individual changes submitted together in a single feedback document count as one revision round. 3. Definition of 'New Work' or 'Scope Change' (Not a Revision). The following do not constitute revisions and are subject to a separate quote and statement of work: (a) adding sections, topics, or subject matter not identified in the original brief or SOW; (b) increasing the total deliverable word count by more than Word Count Increase Triggering New Work (words) words or 20% above the originally agreed scope, whichever is less; (c) changing the fundamental purpose, audience, or medium of the deliverable (e.g., converting a white paper to a sales email sequence); (d) incorporating research, interviews, or source material not included in the original brief; (e) requesting revisions after the revision window has closed (see Section 4). 4. Revision Window. Revisions must be requested within 14 days of delivery of the relevant deliverable. Revision requests submitted after this window will be treated as new work and are subject to a new quote. 5. Additional Revision Rounds. Additional revision rounds beyond the 2 included rounds may be purchased at Additional Revision Round Rate ($) per round, invoiced before commencement of the additional round. 6. Dispute Resolution. If the parties disagree on whether a requested change constitutes a revision or new work, either party may request a written determination from Contractor within 5 business days. If unresolved, the parties shall follow the dispute resolution procedure in Section Dispute Resolution Section Reference.

INTELLECTUAL PROPERTY OWNERSHIP (a) Background IP. Each party retains all right, title, and interest in its Background IP. "Background IP" means all intellectual property owned or licensed by a party prior to the Effective Date or developed independently of this Agreement. Each party grants the other a limited, non-exclusive, royalty-free license to use its Background IP solely to the extent necessary to perform or receive the Services during the term of this Agreement. (b) Deliverables — Work-for-Hire Designation. To the extent that any Deliverable constitutes a "work made for hire" as defined in 17 U.S.C. § 101 (including as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas), such Deliverable is a work made for hire for Client name / business name, and Client name / business name will be the author and owner of the copyright therein from the moment of creation. (c) Assignment. To the extent that any Deliverable does not qualify as a work made for hire, Your name / business name hereby irrevocably assigns to Client name / business name, effective upon receipt of full payment for such Deliverable, all right, title, and interest in and to such Deliverable, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights worldwide, in perpetuity. (d) License for Partially-Paid Deliverables. If this Agreement terminates before Client name / business name has paid in full for a Deliverable, Your name / business name grants Client name / business name a non-exclusive, non-transferable, revocable license to use that Deliverable solely for Client name / business name's internal purposes until the outstanding balance is paid, at which point the assignment in Section (c) becomes effective. (e) Agency Portfolio License. Client name / business name grants Your name / business name a non-exclusive, royalty-free, perpetual license to display the Deliverables (excluding any Confidential Information) in Your name / business name's portfolio, case studies, and marketing materials, unless Client name / business name notifies Your name / business name in writing that a specific Deliverable is subject to confidentiality restrictions. (f) Third-Party Content. Your name / business name will obtain all necessary licenses for third-party content (stock images, fonts, music, software) incorporated into Deliverables, and will disclose to Client name / business name any third-party license restrictions that limit Client name / business name's use of the Deliverables. (g) Moral Rights. To the extent permitted by applicable law, Your name / business name waives all moral rights in the Deliverables in favor of Client name / business name. (h) Agency Tools & Methodologies. Notwithstanding the foregoing, Your name / business name retains all right, title, and interest in its proprietary tools, templates, methodologies, know-how, and general processes used to create the Deliverables. Client name / business name's rights are limited to the Deliverables themselves.

DRAFT REVIEW AND APPROVAL PROCESS 6.1 Delivery of Drafts. Provider will deliver drafts of the work in accordance with the milestone schedule set forth in Section [payment-terms] or, if no milestone schedule is specified, Provider will deliver one (1) initial draft for Client review within the turnaround time specified in Section [turnaround-delivery-schedule]. 6.2 Client Review Period. Client will review each draft and provide written feedback, comments, or approval within 5 business days of Provider's delivery of the draft ("Review Period"). 6.3 Feedback Requirements. Client's written feedback must: (a) Be specific, clear, and actionable; (b) Identify particular passages, sections, or elements requiring revision; (c) Explain the desired changes and the rationale (e.g., "Revise Section 2 to emphasize cost savings rather than features"); and (d) Be consistent with the original project brief, scope, and specifications. 6.4 Approval. If Client approves the draft in writing (via email or other written communication stating "approved," "accepted," or similar clear language), the draft becomes the final deliverable for purposes of this Agreement and no further revisions are included unless Client purchases additional revision rounds under Section [revisions]. 6.5 Deemed Acceptance. If Client does not provide written feedback, comments, objections, or requests for revisions within the Review Period, the draft is deemed accepted and approved by Client as of the last day of the Review Period. Deemed acceptance has the same effect as express written approval: the draft becomes the final deliverable, and Provider is entitled to final payment in accordance with Section [payment-terms]. 6.6 Late Feedback. If Client provides feedback after the Review Period has expired, Provider may, in Provider's sole discretion: (a) decline to make revisions and treat the work as complete per the deemed acceptance rule; (b) accept Client's late feedback and incorporate revisions within the scope of the included revision rounds under Section [revisions]; or (c) accept Client's late feedback and charge for revisions as an out-of-scope change order at Hourly Rate for Late/Out-of-Scope Revisions ($)/hour or Fee Per Additional Revision Round ($) per revision round. 6.7 Silence Does Not Equal Disapproval. Client's failure to respond during the Review Period does not entitle Client to withhold payment, demand additional revisions, or claim that the work is unsatisfactory. Silence is acceptance. 6.8 Dispute Resolution. If Client timely objects to a draft and asserts that the work does not conform to the project brief or specifications, but Provider disagrees, the parties will follow the dispute resolution process set forth in Section [dispute-resolution]. During the dispute resolution process, Client remains obligated to pay Provider for all work completed to date, less any amounts reasonably in dispute. 6.9 Final Deliverable. Once a draft is approved (expressly or by deemed acceptance), Provider will deliver the final work in the format(s) specified in Section [deliverables-specification] within 5 business days.

7.1 Integration. This Agreement, together with all SOWs, Change Orders, and exhibits executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to the same subject matter. 7.2 No Oral Modifications. No oral statement, prior course of dealing, trade usage, or conduct will be used to supplement, interpret, or contradict the written terms of this Agreement. 7.3 Purchase Orders. Any terms set forth in Customer's purchase orders, vendor registration forms, or similar documents are of no force or effect and do not modify this Agreement unless expressly incorporated into a signed SOW or Change Order. 7.4 Results Representations. Customer acknowledges that no employee, agent, or representative of Provider has authority to guarantee specific results or outcomes, and that any such representation made outside this Agreement is not binding on Provider.

RUSH FEE AND EXPEDITED DELIVERY 8.1 Standard Turnaround. The standard turnaround time for deliverables under this Agreement is 5 business days from the later of: (a) receipt of all source materials required from Client; or (b) receipt of any deposit or advance payment due. 8.2 Rush Delivery Request. Client may request expedited delivery by providing written notice to Provider at the time of engagement or, for ongoing projects, with reasonable advance notice. Rush delivery is subject to Provider's availability and acceptance. 8.3 Rush Fee. If Provider accepts a rush delivery request, Client will pay a rush fee calculated as follows: (a) Turnaround reduced by up to 25%: Rush Fee for 1-25% Time Reduction (% surcharge)% surcharge on the base project fee. (b) Turnaround reduced by 26-50%: Rush Fee for 26-50% Time Reduction (% surcharge)% surcharge on the base project fee. (c) Turnaround reduced by more than 50%: Rush Fee for 50%+ Time Reduction (% surcharge)% surcharge on the base project fee, or as otherwise agreed in writing. 8.4 Same-Day or 24-Hour Rush. Same-day or 24-hour turnaround requests require Provider's express written acceptance and are subject to a minimum rush fee of Minimum Rush Fee for Same-Day/24-Hour ($) or Rush Fee Percentage for Same-Day/24-Hour (%)% of the base project fee, whichever is greater. 8.5 No Guarantee. Rush delivery requests do not guarantee acceptance. Provider reserves the right to decline rush requests that would compromise quality, disrupt workflow for other clients, or require unreasonable working hours. 8.6 Payment Terms. Rush fees are due and payable in full before Provider commences work on the rush project, in addition to any deposit or advance payment required under Section [payment-terms]. 8.7 Quality Standard. Acceptance of a rush project does not diminish Provider's obligation to deliver work that meets the quality standard specified in this Agreement, subject to the time constraints mutually agreed upon.

WORD COUNT VARIANCE AND OVERAGE FEES 9.1 Estimated Word Count. The parties agree that the estimated word count for the deliverable(s) under this Agreement is Estimated Word Count words, as specified in the applicable Statement of Work or project brief. 9.2 Permitted Variance. Provider will deliver work within 10% of the estimated word count (i.e., between Minimum Word Count (auto-calculated) and Maximum Word Count (auto-calculated) words) at no additional charge. Minor variance within this range is expected and does not trigger overage fees. 9.3 Overage Fees. If the final deliverable exceeds Maximum Word Count (auto-calculated) words due to: (a) Client-requested changes, additions, or expanded scope after project commencement; (b) Client-supplied source materials, outlines, or interview transcripts yielding greater content than originally estimated; or (c) Client approval of a longer draft during the revision process, then Client will pay an overage fee of Overage Rate Per Word ($) per word for all words exceeding Maximum Word Count (auto-calculated), calculated based on the final delivered word count. 9.4 Provider-Initiated Overage. If Provider delivers work exceeding Maximum Word Count (auto-calculated) words without Client's prior written approval and not due to any Client-requested change or expansion, Provider may not charge an overage fee, and Client may request that Provider edit the work down to the agreed maximum word count at no additional charge. 9.5 Word Count Methodology. Word count will be calculated using the standard word count function in Microsoft Word or Google Docs, counting body text only and excluding titles, headings, captions, footnotes, and reference lists, unless otherwise specified. 9.6 Approval and Payment. Provider will notify Client in writing if Provider anticipates the final deliverable will exceed the permitted variance. Client may: (a) approve the overage and agree to pay the overage fee; (b) request that Provider reduce the scope to stay within the original estimate; or (c) renegotiate the scope and fee. Overage fees are due upon delivery of the final work and are payable in addition to the base project fee. 9.7 Underage. If the final deliverable is less than Minimum Word Count (auto-calculated) words and Client accepts the shortened deliverable as satisfying the project requirements, Client remains obligated to pay the full base project fee unless the parties agree otherwise in writing.