Freelance Editor Contract

REPRESENTATIONS AND WARRANTIES (a) Mutual Representations. Each party represents and warrants to the other, as of the Effective Date and throughout the term of this Agreement, that: (i) Authority. It has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) No Conflicts. Its execution, delivery, and performance of this Agreement do not and will not: (A) violate any applicable law, regulation, or court order; or (B) conflict with or result in a breach of any agreement to which it is a party; (iii) Binding Obligation. This Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iv) No Litigation. As of the Effective Date, there is no pending or, to its knowledge, threatened legal proceeding that would materially impair its ability to perform its obligations under this Agreement; and (v) Compliance with Law. It will comply with all applicable laws and regulations in performing its obligations or exercising its rights under this Agreement. (b) Agency Representations. Your name / business name additionally represents and warrants that: (i) Professional Standards. It will perform the Services in a professional and workmanlike manner consistent with industry standards; (ii) Non-Infringement. The materials, methodologies, and content created by Your name / business name (excluding Client-supplied content) will not, to Your name / business name's knowledge, infringe or misappropriate any third party's copyright, trademark, patent, trade secret, or other intellectual property right; (iii) Qualifications. It has the skills, experience, and qualifications necessary to perform the Services; and (iv) No Deceptive Practices. It will not engage in deceptive, unfair, or fraudulent practices in connection with the Services, including practices that violate the FTC Act or any analogous consumer-protection law. (c) Client Representations. Client name / business name additionally represents and warrants that: (i) Content Accuracy. All product descriptions, claims, pricing information, testimonials, and other materials supplied by Client name / business name to Your name / business name for publication or promotion are, to Client name / business name's knowledge, truthful, accurate, and not misleading, and are substantiated by competent and reliable evidence where required by applicable law; (ii) Ownership and Licenses. Client name / business name owns or has obtained all necessary rights, licenses, and permissions for all content, assets, images, trademarks, and data that Client name / business name provides to Your name / business name for use in the Services, and Client name / business name's provision of such materials to Your name / business name does not violate any third party's intellectual property rights; (iii) Regulatory Compliance. Client name / business name's products, services, and business practices comply with all applicable laws and regulations, and Client name / business name is not aware of any pending or threatened regulatory investigation or enforcement action that would affect the permissibility of the Services; (iv) Account Authority. Client name / business name has or will obtain all necessary rights, consents, and authorities to grant Your name / business name access to Client name / business name's systems, accounts, and platforms required to perform the Services; and (v) No Restricted Industry Violations. Client name / business name's products and services do not violate the applicable policies of the platforms on which the Services will be performed. (d) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Your name / business name DOES NOT WARRANT SPECIFIC BUSINESS OUTCOMES, REVENUE RESULTS, OR OTHER SPECIFIC RESULTS OR OUTCOMES FROM THE SERVICES.

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 editing services including developmental editing, copyediting, line editing, and proofreading for manuscripts, articles, academic papers, business documents, and marketing materials. Service type and depth will be defined per project. Rate is per word, per page, or per hour as agreed. 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 16.

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.

CLIENT-SUPPLIED CONTENT INDEMNITY 7.1 Client-Supplied Materials Defined. 'Client-Supplied Materials' means all content, information, data, materials, and direction provided by Client name / business name to Writer for incorporation into, reference during, or use in creating the Deliverables, including without limitation: (a) facts, statistics, data sets, research findings, and technical specifications; (b) quotations, testimonials, case studies, and customer stories; (c) images, photographs, logos, trademarks, brand assets, and other visual materials; (d) existing written materials, corporate communications, and product descriptions. 7.2 Writer's Standard of Review. Writer is not required to independently verify, fact-check, or investigate the accuracy, completeness, or legal compliance of Client-Supplied Materials. Writer's obligation is limited to incorporating Client-Supplied Materials in a professionally competent manner consistent with the scope of work. Specifically: (a) Writer has no duty to research whether facts, statistics, or claims in Client-Supplied Materials are accurate unless Writer has actual knowledge that a specific statement is false (a 'Reasonably Obvious Red Flag,' as defined in Section 7.3). (b) Writer has no duty to clear or verify third-party intellectual property rights in Client-Supplied Materials unless the materials on their face carry a visible copyright notice or license restriction that makes the rights issue apparent. (c) Writer has no duty to identify legal compliance issues (e.g., regulatory claims, advertising standards) in Client-Supplied Materials unless Writer holds relevant legal or regulatory expertise and such expertise is expressly included in the scope of the Services. 7.3 Reasonably Obvious Red Flag. Notwithstanding Section 7.2, if Writer has actual knowledge — based on personal knowledge or widely available public information, and without any obligation to conduct independent research — that a specific statement in Client-Supplied Materials is materially false or likely to mislead consumers, Writer shall notify Client name / business name in writing before incorporating that statement into a Deliverable. If Client name / business name provides written instructions to proceed after notification, Writer's liability for that statement is eliminated and Client name / business name's indemnity obligation under Section 7.4 applies in full. 7.4 Client Indemnity. Client name / business name shall indemnify, defend, and hold harmless Writer and Writer's employees, contractors, and agents from and against any third-party claims, damages, penalties, and reasonable legal fees arising from: (a) inaccuracies, misrepresentations, or omissions in Client-Supplied Materials; (b) Client's failure to have rights to use any Client-Supplied Materials; (c) Client's instructions to proceed after a Reasonably Obvious Red Flag notification under Section 7.3; or (d) Client's modification of a Deliverable after delivery in a manner that introduces inaccurate or infringing content.

SOURCE MATERIALS – CLIENT DELIVERY OBLIGATIONS 8.1 Client-Supplied Materials. Client is responsible for providing all source materials, assets, and information required for Provider to complete the work, including but not limited to: (a) Source documents for editing or translation; (b) Briefs, outlines, brand guidelines, style guides, and specifications; (c) Reference materials, research, data, and factual information; (d) Interview access, subject matter expert contact information, and supporting documentation; (e) Glossaries, terminology lists, translation memories, and client-preferred terminology (for translation projects); and (f) Logos, images, or other assets required for final deliverable formatting. 8.2 Delivery Timeline for Source Materials. Client will deliver all source materials required for Provider to commence work within Client Deadline to Provide Initial Source Materials (business days) business days of contract execution, or by the specific date set forth in the project schedule: Specific Due Date for Source Materials (if applicable). 8.3 Completeness Standard. Client warrants that all source materials provided are complete, accurate, and sufficient for Provider to perform the services. If Provider reasonably determines that source materials are incomplete, unclear, or insufficient, Provider will notify Client in writing and specify the additional materials or clarifications required. 8.4 Client Response Time. Upon Provider's written request for additional materials or clarifications, Client will respond within 5 business days. If Client fails to respond within this timeframe, Provider may suspend work without penalty until Client provides the requested materials. 8.5 Automatic Deadline Extension. If Client delivers source materials late or fails to respond to Provider's requests for clarifications within the timeframe specified in Section 8.4, the delivery deadline for Provider's work will be automatically extended by a number of days equal to: (Client's Actual Delivery Date minus Client's Original Deadline Date) plus the original turnaround time set forth in Section [turnaround-delivery-schedule]. Example: If source materials were due June 1, Client delivers June 10 (9-day delay), and original turnaround was 14 business days, the new Provider deadline is June 10 + 9 days + 14 days = July 7. 8.6 Material Changes. If Client provides revised, corrected, or substantially different source materials after Provider has commenced work, such changes constitute a scope change under Section [scope-revisions] and may result in additional fees and deadline extensions. 8.7 No Liability for Client Delays. Provider is not liable for any delay in delivery, missed deadlines, or failure to meet Client's publication or launch dates if such delay is caused in whole or in part by Client's late or incomplete delivery of source materials. 8.8 Suspension and Termination. If Client fails to provide required source materials within 10 business days of Provider's written request, Provider may: (a) suspend work and invoice Client for work completed to date; or (b) terminate this Agreement for cause and retain any deposit or advance payment as liquidated damages for Provider's lost opportunity and administrative costs.

ACCURACY DISCLAIMER AND LIMITATION OF LIABILITY Your name / business name will provide professional Service Type (e.g., editing, translation, proofreading) services in accordance with industry standards. However, Client name / business name acknowledges and agrees to the following: (a) No Guarantee of Error-Free Work. While Your name / business name will use commercially reasonable efforts to produce high-quality work, language services are inherently subjective and no editorial or translation work can be guaranteed to be entirely free of errors, stylistic inconsistencies, or ambiguities. (b) No Verification of Underlying Content. Your name / business name does not verify, and is not responsible for, the factual accuracy, legal compliance, or completeness of information provided by Client name / business name or incorporated into the Deliverables at Client name / business name's direction, except to the extent of a Reasonably Obvious Red Flag (defined below). (c) Reasonably Obvious Red Flag Exception. Notwithstanding Section (b), Your name / business name shall not knowingly incorporate content that Your name / business name has actual knowledge is false, misleading, or likely to cause harm. If Your name / business name identifies a Reasonably Obvious Red Flag — defined as a factual statement that Your name / business name knows from personal knowledge or widely available public information to be materially false — Your name / business name will notify Client name / business name in writing before delivering the affected deliverable. Client name / business name's written instruction to proceed after such notification transfers liability for that specific statement to Client name / business name. (d) Disclaimer Scope. The disclaimers in this Section apply to good-faith errors and omissions in Your name / business name's professional judgment. THEY DO NOT APPLY TO, AND DO NOT LIMIT LIABILITY FOR: (i) Your name / business name's gross negligence; (ii) Your name / business name's willful misconduct; (iii) fraud or fraudulent misrepresentation by Your name / business name; or (iv) any liability that cannot be excluded or limited by applicable law. Any attempt to read this disclaimer as limiting liability for gross negligence, willful misconduct, or fraud is void. (e) Maximum Liability. Subject to Section (d), Your name / business name's total aggregate liability for all claims arising under or related to this Agreement shall not exceed the total fees paid by Client name / business name to Your name / business name in the 12 months immediately preceding the event giving rise to the claim.

DRAFT REVIEW AND APPROVAL PROCESS 10.1 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]. 10.2 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"). 10.3 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. 10.4 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]. 10.5 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]. 10.6 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. 10.7 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. 10.8 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. 10.9 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.

CONFIDENTIALITY (a) Definition. "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement that is designated as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Without limiting the foregoing, Confidential Information includes: business plans, financial data, pricing, fee structures, customer and prospect lists, proprietary methodologies, software, technical specifications, and personnel information. (b) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Recipient; (ii) Recipient already knew before receiving it from Discloser, as shown by written records; (iii) Recipient independently develops without use of or reference to the Confidential Information; or (iv) Recipient rightfully receives from a third party without restriction. (c) Obligations. Recipient will: (i) use Discloser's Confidential Information solely to perform or receive the Services under this Agreement; (ii) disclose it only to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than this clause; and (iii) protect it with at least the same degree of care it uses for its own confidential information of similar sensitivity, but in no event less than reasonable care. (d) Compelled Disclosure. Recipient may disclose Confidential Information if required by law, court order, or regulatory authority, provided that Recipient: (i) gives Discloser prompt prior written notice to the extent legally permitted; (ii) cooperates with Discloser in seeking a protective order or other appropriate relief; and (iii) discloses only what is legally required. (e) Trade Secrets. Obligations with respect to information that constitutes a trade secret under applicable law (including the Defend Trade Secrets Act, 18 U.S.C. § 1836) will continue for as long as such information remains a trade secret, notwithstanding any shorter survival period stated below. (f) Subcontractors. Your name / business name may share Client name / business name's Confidential Information with approved subcontractors solely to the extent necessary for them to perform work under this Agreement, provided each subcontractor is bound by written confidentiality obligations at least as protective as this clause. (g) Return or Destruction. Upon termination or expiration of this Agreement, or upon Discloser's written request, Recipient will promptly return or securely destroy all of Discloser's Confidential Information (including copies) and certify such return or destruction in writing, except as required by law or for legal-hold purposes. (h) Survival. This Section survives termination or expiration of this Agreement for a period of 3 years, except as provided in Section (e).

SUBCONTRACTORS (a) Right to Subcontract. Your name / business name may engage subcontractors and independent contractors ("Subcontractors") to assist in performing the Services, provided that Your name / business name remains responsible for the quality and timely delivery of all work performed by its Subcontractors and for any breach of this Agreement caused by a Subcontractor. (b) Approval for Platform Access. Your name / business name will not permit any Subcontractor to access Client name / business name's software platforms, systems, accounts, or other third-party platform credentials without Client name / business name's prior written approval (which may be given by email and will not be unreasonably withheld or delayed). (c) Flow-Down Obligations. Your name / business name will, by written agreement with each Subcontractor, impose obligations on the Subcontractor that are at least as protective as those set forth in this Agreement with respect to: (i) Confidentiality — protecting Client name / business name's Confidential Information to the same standard as required of Your name / business name; (ii) Intellectual property — assigning to Your name / business name (for flow-through assignment to Client name / business name) all work product and intellectual property created by the Subcontractor as part of the Services; (iii) Data protection — handling personal data in accordance with applicable privacy laws and the data-protection obligations in this Agreement, to the extent the Subcontractor processes personal data; (iv) Non-disclosure — prohibiting the Subcontractor from using Client name / business name's Confidential Information or work product for any purpose other than performing the Services under this Agreement; and (v) Return of materials — returning or destroying Client name / business name's Confidential Information and credentials upon completion of the subcontracted work or upon request. (d) No Additional Cost. Unless otherwise agreed, Your name / business name's use of Subcontractors does not entitle it to charge additional fees beyond those stated in this Agreement. (e) Client Veto. If Client name / business name reasonably objects in writing to a specific Subcontractor (for example, due to a documented conflict of interest or security concern), Your name / business name will use commercially reasonable efforts to replace that Subcontractor within 15 business days without disrupting the Services. (f) Agency Liability. Your name / business name is liable to Client name / business name for the acts and omissions of its Subcontractors to the same extent as if Your name / business name had performed the relevant work itself.

LIMITATION OF LIABILITY (a) Exclusion of Consequential Damages. To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages — including lost profits, lost revenue, loss of business opportunity, loss of data, or harm to reputation — arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose. (b) Aggregate Cap. Each party's total aggregate liability to the other arising out of or related to this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the total fees actually paid or payable by Client name / business name to Your name / business name during the Cap look-back period (months)-month period immediately preceding the event giving rise to the claim, or Minimum cap floor amount (e.g. $5,000), whichever is greater. (c) Exceptions. The limitations in Sections (a) and (b) do not apply to: (i) a party's obligation to indemnify the other for third-party claims of intellectual property infringement under the Mutual Indemnification clause; (ii) liability arising from a party's gross negligence or willful misconduct; (iii) a party's obligations under the Data Protection and Confidentiality clauses with respect to a data breach caused by that party's failure to maintain reasonable security; or (iv) a party's obligation to pay amounts owed under this Agreement. (d) Basis of the Bargain. Each party acknowledges that the limitations in this Section reflect a reasonable allocation of risk, are an essential element of the basis of the bargain between the parties, and that Your name / business name would not have entered into this Agreement without these limitations.

MUTUAL INDEMNIFICATION (a) Agency Indemnification. Your name / business name will defend, indemnify, and hold harmless Client name / business name and its officers, directors, employees, and agents ("Client Indemnitees") from and against any third-party claims, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or related to: (i) any material breach by Your name / business name of its representations, warranties, or obligations under this Agreement; (ii) Your name / business name's infringement of a third party's intellectual property rights through materials created solely by Your name / business name and not based on Client-supplied content; (iii) Your name / business name's violation of applicable law in performing the Services; or (iv) Your name / business name's gross negligence or willful misconduct. (b) Client Indemnification. Client name / business name will defend, indemnify, and hold harmless Your name / business name and its officers, directors, employees, subcontractors, and agents ("Agency Indemnitees") from and against any Losses arising out of or related to: (i) any material breach by Client name / business name of its representations, warranties, or obligations under this Agreement; (ii) Client-supplied materials, content, product claims, pricing information, images, or data that infringe a third party's intellectual property rights or constitute false, misleading, or unsubstantiated claims under applicable law; (iii) Client name / business name's violation of applicable law; or (iv) Client name / business name's gross negligence or willful misconduct. (c) Indemnification Procedure. The indemnified party will: (i) promptly notify the indemnifying party in writing of any claim for which indemnification is sought (provided that delay in notice reduces the indemnification obligation only to the extent the indemnifying party is materially prejudiced by the delay); (ii) give the indemnifying party sole control of the defense and settlement of the claim, provided that no settlement that imposes any obligation, restriction, or liability on the indemnified party may be entered without the indemnified party's prior written consent, not to be unreasonably withheld; and (iii) provide reasonable cooperation and assistance at the indemnifying party's expense. (d) Interaction with Liability Cap. The indemnification obligations in this Section are subject to the aggregate liability cap set forth in the Limitation of Liability clause, except for claims arising from a party's gross negligence or willful misconduct, which are not subject to that cap.

GOVERNING LAW; JURISDICTION; VENUE (a) Governing Law. This Agreement and any dispute arising out of or related to it — including its formation, interpretation, performance, breach, or termination — will be governed by and construed in accordance with the laws of the State of Governing law state (e.g. New York), without regard to its conflict-of-law provisions. (b) Consent to Jurisdiction. Each party irrevocably submits to the exclusive personal jurisdiction of the state and federal courts located in Venue county (e.g. New York) County, Governing law state (e.g. New York) for any action or proceeding arising out of or relating to this Agreement that is not subject to arbitration under the Dispute Resolution clause (if any). (c) Venue. Each party waives any objection to the laying of venue in the courts identified in Section (b), and waives any claim that such courts are an inconvenient forum. (d) Service of Process. Service of process in any such action may be made by any method authorized by the applicable court rules or by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to the party's address set forth in this Agreement. (e) Prevailing Party. In any dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, unless the parties have agreed to a different allocation in the Dispute Resolution clause.

DISPUTE RESOLUTION (a) Good-Faith Negotiation. Before initiating any formal dispute proceeding, the parties will attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through good-faith negotiation. Either party may initiate this step by delivering written notice to the other describing the Dispute in reasonable detail ("Dispute Notice"). Senior representatives of each party with authority to resolve the Dispute will meet (in person, by phone, or by videoconference) within 10 business days of the Dispute Notice and attempt to resolve the matter in good faith for a period of 30 business days from the date of the Dispute Notice (or longer, if agreed in writing). (b) Mediation. If the Dispute is not resolved through negotiation within the timeframe in Section (a), either party may submit it to non-binding mediation administered by Mediation provider (e.g. JAMS, AAA) (or, if the parties cannot agree on a provider, by the American Arbitration Association under its Commercial Mediation Procedures). The mediation will take place in Mediation city, Mediation state. The parties will share mediator fees equally. Each party will bear its own legal fees for the mediation. (c) Binding Arbitration. If the Dispute is not resolved through mediation within 60 days after the appointment of the mediator, either party may demand binding arbitration. Arbitration will be administered by Arbitration provider (e.g. JAMS, AAA) under its then-current Arbitration rules (e.g. Commercial Arbitration Rules), before a single arbitrator. The arbitration will take place in Arbitration city, Arbitration state. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties agree that the arbitration — including its existence, proceedings, and any award — is confidential. (d) Exceptions to Arbitration. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first completing the negotiation or mediation steps, to prevent irreparable harm — including to protect Confidential Information or intellectual property — pending the outcome of arbitration. (e) Small Claims. Either party may bring a Dispute in small claims court if the amount in controversy falls within that court's jurisdictional limit. (f) Class Action Waiver. Each party waives any right to bring or participate in any class action, class arbitration, or representative proceeding relating to this Agreement. (g) Governing Law for Arbitration. The arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) and, where not preempted, by the laws of Governing law state (e.g. New York).

FORCE MAJEURE (a) Definition. A "Force Majeure Event" means any event beyond a party's reasonable control that prevents or materially impairs that party's ability to perform its obligations under this Agreement, including: acts of God; natural disasters; fire; flood; earthquake; epidemic or pandemic; war; terrorism; riots or civil unrest; actions or inactions of governmental authorities (including government-mandated service restrictions or platform-access bans); internet or telecommunications infrastructure failures (including widespread outages of major technology or infrastructure platforms affecting substantially all users); power outages; and cyber-attacks on the party's systems not caused by the party's own negligence (each, individually a "Force Majeure Event"). Economic downturns, changes in market conditions, and changes in third-party platform features or algorithms do not constitute Force Majeure Events. (b) Effect. The party affected by a Force Majeure Event ("Affected Party") will be excused from performance of the affected obligations during the continuance of the Force Majeure Event, provided that the Affected Party complies with the notice and mitigation obligations below. (c) Notice. The Affected Party will give the other party written notice of the Force Majeure Event as soon as reasonably practicable after the event begins, describing the nature of the event, the expected duration, and the obligations affected. (d) Mitigation. The Affected Party will use commercially reasonable efforts to mitigate the impact of and to overcome the Force Majeure Event, and will resume performance as soon as reasonably practicable after the event ends. (e) Suspension and Termination. If a Force Majeure Event prevents a party's material performance for more than 30 consecutive days, either party may terminate this Agreement on written notice without further liability, except for: (i) amounts already earned and owing; and (ii) obligations that survived the term of the Agreement (including confidentiality and IP assignments). (f) No Payment Excuse. A Force Majeure Event does not excuse Client name / business name from paying for Services already performed before the event or for Services Your name / business name is able to perform notwithstanding the event.

18.1 General Restriction. Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the other Party's prior written consent, which will not be unreasonably withheld or delayed. 18.2 M&A Exception. Notwithstanding Section 18.1, either Party may assign this Agreement without consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of the assets to which this Agreement relates, provided that: (a) the assignee assumes all obligations of the assigning Party under this Agreement; and (b) the assigning Party provides the other Party written notice within thirty (30) days of the assignment. 18.3 Void Assignment. Any purported assignment in violation of this Section is void. 18.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

19.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 19.2 Delivery Methods. Notices may be delivered by: (a) personal delivery; (b) nationally recognized overnight courier (e.g., FedEx, UPS); (c) certified or registered mail, return receipt requested, postage prepaid; or (d) email to the address specified below, provided that the sender retains proof of transmission and does not receive an automated bounce or delivery-failure notification within twenty-four (24) hours. 19.3 Effectiveness. Notices are effective: (a) upon personal delivery; (b) one (1) business day after deposit with overnight courier; (c) three (3) business days after deposit in the mail; or (d) on the day of email transmission if sent by 5:00 PM recipient's local time on a business day, or on the next business day if sent after 5:00 PM or on a non-business day. 19.4 Addresses. To Provider: Your name / business name, Provider Notice Address, Email: Provider Legal/Notice Email To Customer: Client name / business name, Customer Notice Address, Email: Customer Legal/Notice Email Either Party may change its notice address by providing written notice to the other in accordance with this Section.

20.1 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. 20.2 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. 20.3 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. 20.4 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.

21.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 21.2 No Waiver. No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Agreement operates as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 21.3 Written Waivers Only. Any waiver of a provision of this Agreement must be in writing and signed by the waiving Party to be effective. A written waiver of any particular breach or right is effective only for the specific instance and purpose for which it was given.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, that provision will be: (a) modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent; or (b) if modification is not possible, severed from this Agreement. The validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. The Parties agree to negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the intended commercial purpose of the severed provision.

23.1 Electronic Signatures. This Agreement and any SOW or amendment may be signed by electronic signature, including signatures created through E-Signature Platform (e.g., DocuSign, HelloSign) or any other electronic signature service compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as enacted in the applicable jurisdiction. Electronic signatures have the same legal effect as original handwritten signatures. 23.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or electronic signature platform delivery) is equally effective as delivery of a manually executed counterpart.

STYLE GUIDE COMPLIANCE 1. Governing Style References. The following style references govern this engagement, in order of priority: (a) First priority: Client's brand style guide, as provided in Exhibit SG-1 ("Brand Guide"); (b) Second priority: Primary Style Manual (e.g., Chicago 18th ed., AP Stylebook) (e.g., Chicago Manual of Style 18th ed., AP Stylebook current edition, MLA Handbook 9th ed.) for matters not addressed by the Brand Guide; (c) Third priority: Contractor's professional judgment, consistent with industry best practices, for matters not addressed by either of the above. 2. Conflict Resolution. Where the Brand Guide and Primary Style Manual (e.g., Chicago 18th ed., AP Stylebook) conflict on a specific point: (a) the Brand Guide controls; (b) if the Brand Guide is silent or ambiguous, Contractor will flag the ambiguity to Client in writing and apply Primary Style Manual (e.g., Chicago 18th ed., AP Stylebook) pending Client's response; and (c) Client's written response within 5 business days constitutes the governing rule for that project. Absent a timely response, Contractor's application of the secondary reference is deemed approved. 3. Final Judgment Authority. All unresolved style judgment calls — defined as matters where reasonable professionals applying the applicable reference could reach different conclusions — are subject to Client's final written approval. Contractor will flag all material judgment calls in the delivery notes accompanying each Deliverable. 4. Style Guide Updates Mid-Project. If Client updates the Brand Guide or changes style requirements after the project has commenced: (a) Client must provide Contractor with the updated guide in writing; (b) Contractor will apply the updated requirements to work not yet commenced, but is not obligated to re-work completed and delivered content without a new quote; and (c) if the update materially affects the scope or complexity of remaining work, it constitutes a Change Order triggering the scope-change process in Section Scope-Change Section Reference. 5. Additional Style Services. Any style-guide conformance report, terminology glossary, or style guide creation services beyond the scope above will be billed separately by mutual written agreement.

QUALITY STANDARDS 1. Performance Standard. Contractor shall perform the Services in a professional and workmanlike manner consistent with industry standards for Service Type services, measured against the following objective criteria: (a) For editing and proofreading services: conformance with Primary Style Guide (e.g., Chicago 18th ed., AP Stylebook) (e.g., Chicago Manual of Style 18th ed., AP Stylebook current edition) as the primary reference, subject to any Client-specific style exceptions documented in the Style Guide Exhibit. Acceptable error rate: no more than 5 errors per 1,000 words of final delivered text, where 'error' means a deviation from the applicable style guide or a grammatical, spelling, or punctuation mistake not attributable to Client's deliberate stylistic choice. (b) For translation services: conformance with the ATA Framework for Standard Error Marking (or equivalent standard specified in the SOW), with a maximum weighted error score of 100 per 1,000 source words. Error categories and weights shall be as set forth in Exhibit QA-1. (c) For other service types: the objective quality standards applicable to Service Type are: Custom Quality Standards for Other Service Types. 2. Inspection Period. Client shall inspect all Deliverables within 5 business days of delivery and shall notify Contractor in writing of any defects, errors, or failures to meet the specified quality standards ('Deficiency Notice'). The Deficiency Notice must identify the specific defects with reasonable particularity (e.g., page/paragraph references, error examples). 3. Remedy for Deficiency. If a valid Deficiency Notice is received, Contractor shall, within 30 business days, either: (a) correct the identified deficiencies and re-deliver the Deliverable at no additional charge; or (b) provide a written explanation for why the identified item does not constitute a deficiency under the quality standard. 4. Acceptance by Silence. If Client fails to deliver a Deficiency Notice within the inspection period, the Deliverable is deemed accepted and any subsequent quality claim relating to that Deliverable is waived. 5. Dispute Resolution. If the parties disagree on whether an identified item constitutes an error under the applicable standard, either party may request that the disputed item be reviewed by a neutral subject-matter expert (e.g., an ATA-certified translator for translation disputes) appointed by mutual agreement. The expert's determination is binding. Expert costs are shared equally unless the expert finds that one party's position was unreasonable, in which case that party bears the full cost.

1. Scheduled Services. This clause applies to scheduled services including but not limited to: editing sessions, manuscript review appointments, translation consultations, developmental editing meetings, and any other service for which Designer reserves a specific date and time to perform work for or meet with Client name / business name. 2. Tiered Cancellation Fees. If Client name / business name cancels or requests to reschedule a scheduled service, Client name / business name will pay Designer a cancellation fee according to the following schedule based on the notice provided: (a) More than 24 hours' notice: No cancellation fee; Client name / business name may reschedule without penalty. (b) 72 to 24 hours' notice: 50% of the scheduled service fee. (c) Less than 72 hours' notice or no-show: 100% of the scheduled service fee. 3. Designer Cancellation. If Designer cancels a scheduled service for any reason other than Client name / business name's breach or a Force Majeure Event, Designer will reschedule at no additional charge or will waive any deposit or advance payment Client name / business name has made for that session. 4. Payment of Cancellation Fee. Cancellation fees are due within 30 days of the cancelled appointment date. Client name / business name's failure to pay a cancellation fee within this period constitutes a material breach and allows Designer to suspend further work and terminate this Agreement in accordance with the Termination for Cause provisions. 5. Rescheduling. If Client name / business name provides the required notice under Section 2(a), Designer will make reasonable efforts to reschedule the cancelled service to a mutually agreeable date and time within 12 days of the original appointment, subject to Designer's availability. Rescheduling does not waive Client name / business name's obligation to pay cancellation fees if the required notice was not provided. 6. Distinction from Kill Fee. This cancellation fee compensates Designer for reserved time and lost opportunity when Client name / business name cancels a scheduled session. It is separate from and in addition to any Kill Fee or Termination for Convenience compensation for project-level cancellations or terminations under other clauses of this Agreement.

RUSH FEE AND EXPEDITED DELIVERY 27.1 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. 27.2 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. 27.3 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. 27.4 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. 27.5 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. 27.6 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]. 27.7 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 28.1 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. 28.2 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. 28.3 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. 28.4 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. 28.5 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. 28.6 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. 28.7 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.

PORTFOLIO AND WORK SAMPLES LICENSE 29.1 License Grant for Portfolio Use. Notwithstanding any assignment of copyright or work-for-hire designation in Section [ip-ownership-work-for-hire-assignment], Client name / business name grants to Your name / business name a perpetual, non-exclusive, royalty-free, worldwide license to use excerpts of the work product created under this Agreement ("Portfolio Excerpts") solely for the following purposes: (a) Display in Provider's professional portfolio, website, and online profiles (e.g., LinkedIn, Contently, Muck Rack); (b) Inclusion in work samples, writing samples, and case studies provided to prospective clients; (c) Use in Provider's marketing and promotional materials, including pitches, proposals, and capability statements; and (d) Entry in professional writing competitions, awards programs, and industry publications that recognize writing excellence. 29.2 Excerpt Length Limitation. Portfolio Excerpts will not exceed Maximum Excerpt Length (words) words per article, blog post, or discrete work product, or ten percent (10%) of the total word count of the work product, whichever is less. For book-length or long-form works, excerpts will not exceed one (1) complete chapter or 2,500 words, whichever is less. 29.3 Attribution and Credit. Provider will attribute all Portfolio Excerpts to Client name / business name unless Client requests anonymity or redaction of Client's name. Attribution will be in substantially the following form: "[Article Title], written for [Client Name]" or "Client: [Client Name]." 29.4 Confidential Information Excluded. Provider will not include in Portfolio Excerpts any information designated as Confidential Information under Section [confidentiality-nda], including trade secrets, proprietary business data, unpublished strategic plans, or pre-launch product information. If the work product contains Confidential Information, Provider will redact such information before using the excerpt in Provider's portfolio. 29.5 Client Approval{{#if portfolio_approval_required}} RequiredElse Not Required{{/if}}. {{#if portfolio_approval_required}}Before using any Portfolio Excerpt publicly, Provider will submit the proposed excerpt to Client for written approval. Client will approve or disapprove within ten (10) business days. Silence will be deemed approval. Client may withhold approval only if the excerpt contains Confidential Information or would cause competitive harm to Client.ElseProvider may use Portfolio Excerpts without prior Client approval, provided the excerpt complies with Sections 29.2 and 29.4 above.{{/if}} 29.6 Removal Upon Request. If Client provides written notice that a Portfolio Excerpt is causing demonstrable competitive harm or revealing Confidential Information not apparent at the time of initial use, Provider will remove the excerpt from publicly accessible locations (e.g., Provider's website, LinkedIn) within ten (10) business days. This removal obligation does not apply to excerpts published in third-party media or archived web pages beyond Provider's control. 29.7 No Endorsement Implied. Provider will not represent or imply that Client endorses Provider's services or has entered into an ongoing relationship with Provider beyond the scope of this Agreement, unless Client has provided express written permission for such endorsement language.