Ghostwriter 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: Ghostwriting services for books, memoirs, articles, speeches, or thought-leadership content. Writer will not be publicly credited and all rights transfer to client upon final payment. Scope includes research, interviews with client, drafting, and revisions until client acceptance. 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 17.

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.

1. Warranty of Original Authorship. Designer represents and warrants that all Work Product delivered under this Agreement is Designer's original work, is not copied or plagiarized from any other source, and does not infringe or misappropriate any copyright, trademark, trade secret, right of publicity, right of privacy, or any other intellectual property or proprietary right of any third party. 2. No Prior Assignment. Designer represents and warrants that Designer has not previously assigned, licensed, or otherwise transferred any rights in the Work Product to any third party, and that Designer has full right and authority to grant the rights and licenses conveyed to Client name / business name under this Agreement. 3. No Conflicting Obligations. Designer represents and warrants that Designer is not bound by any agreement, obligation, or restriction that would prevent or impair Designer's performance under this Agreement or Client name / business name's full use and exploitation of the Work Product. 4. Proper Attribution and Fair Use of Third-Party Materials. If the Work Product incorporates any third-party materials — including quotes, data, images, charts, or other content not authored by Designer — Designer represents and warrants that: (a) such use is properly attributed, licensed, or otherwise authorized by the rights holder; (b) any quotation or excerpt qualifies as fair use or fair dealing under applicable copyright law; and (c) Designer has disclosed all such third-party materials to Client name / business name in writing, including the source and the basis for lawful use. 5. No Defamation or Privacy Violation. Designer represents and warrants that the Work Product does not contain any defamatory, libelous, or slanderous statements, does not violate the right of privacy or publicity of any third party, and does not contain material that Designer knows or reasonably should know to be factually false or misleading. 6. Tools and Research Methods. Designer represents and warrants that any AI-generated content, automated translation tools, or other machine-assisted authorship methods used in creating the Work Product have been disclosed to Client name / business name in accordance with the AI and Machine-Assisted Content Disclosure clause (if applicable), and that the final Work Product has been reviewed, edited, and verified for accuracy and originality by Designer. 7. Survival and Indemnity Cross-Reference. The warranties in this clause survive delivery of the Work Product and termination of this Agreement, and are the factual predicate for the indemnification obligations set forth in the Mutual Indemnification clause of this Agreement.

CLIENT-SUPPLIED CONTENT INDEMNITY 8.1 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. 8.2 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 8.3). (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. 8.3 Reasonably Obvious Red Flag. Notwithstanding Section 8.2, 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 8.4 applies in full. 8.4 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 8.3; or (d) Client's modification of a Deliverable after delivery in a manner that introduces inaccurate or infringing content.

SOURCE MATERIALS – CLIENT DELIVERY OBLIGATIONS 9.1 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. 9.2 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). 9.3 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. 9.4 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. 9.5 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 9.4, 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. 9.6 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. 9.7 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. 9.8 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.

FACT-CHECKING AND ACCURACY DISCLAIMER 10.1 Scope of Services. Provider's services under this Agreement include writing, research, and content creation as specified in the project brief. Unless fact-checking services are explicitly included and separately compensated as set forth in Section 10.3 below, Provider's services do NOT include independent verification, fact-checking, or validation of: (a) Factual claims, data, statistics, or figures provided by Client or Client's designees; (b) Statements, quotes, or representations made by individuals interviewed at Client's request or direction; (c) Information derived from Client-supplied source materials, research, or reference documents; (d) Product specifications, performance claims, pricing, or technical data provided by Client; or (e) Legal, regulatory, medical, or professional advice or claims that require specialized expertise outside Provider's area of competence. 10.2 Client Responsibility. Client is solely responsible for: (a) The accuracy, truthfulness, and completeness of all information, data, and materials provided to Provider; (b) Ensuring that all factual claims, statistics, testimonials, and endorsements in the final deliverable are accurate, substantiated, and compliant with applicable law (including FTC substantiation requirements for advertising claims under 16 CFR Part 255); (c) Obtaining independent fact-checking, legal review, or expert validation of content before publication or use, if required; and (d) Ensuring compliance with applicable laws, regulations, and professional standards governing the content's use and publication. 10.3 Fact-Checking as Separate Service. If Client requires Provider to perform independent fact-checking, source verification, or accuracy validation, such services must be explicitly specified in a separate Statement of Work and will be billed separately at Fact-Checking Hourly Rate (if offered as separate service)/hour or Fact-Checking Fee Per Piece (if offered as separate service) per piece, as applicable. Fact-checking services, if provided, will include reasonable efforts to verify factual claims against primary sources, but Provider makes no warranty that all facts will be verified or that the content is free from all errors. 10.4 Standard of Care. Provider will exercise reasonable professional care in researching and writing content and will rely on Client-provided information and reputable published sources. However, Provider is not an investigative journalist, fact-checker, attorney, physician, accountant, or other licensed professional unless separately represented as such, and Provider does not warrant the accuracy or completeness of any factual content except to the extent expressly fact-checked as a separately compensated service under Section 10.3. 10.5 Disclaimer of Liability. Provider is not liable for any claims, damages, losses, or liabilities arising from: (a) Inaccurate, misleading, false, or defamatory content based on Client-provided information; (b) Client's use of the content in a manner that violates applicable law, including false advertising, defamation, privacy violations, or failure to substantiate claims; (c) Errors or omissions in factual content that Provider was not separately engaged to fact-check; or (d) Claims by third parties arising from statements, quotes, or representations included in the content at Client's direction. 10.6 Indemnification. Client will indemnify, defend, and hold Provider harmless from any claims, damages, liabilities, and expenses (including attorneys' fees) arising from: (a) the inaccuracy or falsity of Client-provided information, data, or materials; (b) Client's failure to independently verify factual content before publication; or (c) claims of defamation, false advertising, consumer fraud, or similar violations arising from content based on Client-provided information or direction.

DRAFT REVIEW AND APPROVAL PROCESS 11.1 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]. 11.2 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"). 11.3 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. 11.4 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]. 11.5 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]. 11.6 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. 11.7 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. 11.8 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. 11.9 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.

19.1 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. 19.2 M&A Exception. Notwithstanding Section 19.1, 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. 19.3 Void Assignment. Any purported assignment in violation of this Section is void. 19.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

20.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 20.2 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. 20.3 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. 20.4 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.

21.1 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. 21.2 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. 21.3 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. 21.4 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.

22.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 22.2 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. 22.3 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.

24.1 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. 24.2 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.

BACK-END COMPENSATION AND CONDITIONAL CREDIT {{#if royalty_percentage}} OPTION A: ROYALTY PARTICIPATION 25.1 Royalty Payment. In addition to the base fee specified in Section [compensation], Client name / business name ('Client') shall pay Your name / business name ('Writer') Royalty Percentage (%)% of Client's Net Proceeds (as defined below) from commercial exploitation of the Work. 25.2 Net Proceeds Defined. 'Net Proceeds' means all revenue actually received by Client from: (a) book sales (print, ebook, audiobook) after returns and discounts; (b) subsidiary rights licensing income, including but not limited to translation rights, serialization rights, film/TV option income, and foreign rights advances; and (c) licensing or sublicensing of the Work or derivative works to third parties. For clarity, subsidiary rights income is included in Net Proceeds and Writer participates in all downstream exploitation of the Work, not only direct book sales. 25.3 Royalty Accounting Periods. Client shall account to Writer for Net Proceeds on a quarterly basis (e.g., quarterly, semi-annually). Royalty statements shall be delivered to Writer within 30 days after the end of each accounting period and shall include: (a) gross revenue by channel and format; (b) permitted deductions with supporting documentation; (c) net proceeds for the period; and (d) the royalty amount due. Payment of the royalty amount shall accompany the statement or be made within 30 days of the statement date. 25.4 Audit Rights. Writer may, on 14 days' written notice, audit Client's books and records relating to the Work no more than once per calendar year. The audit shall be conducted by a certified public accountant or royalty auditor chosen by Writer at Writer's expense. If the audit reveals an underpayment of more than Audit Discrepancy Threshold Triggering Cost-Shift (%)% of the royalties due in the audited period, Client shall bear the reasonable cost of the audit in addition to paying the underpayment with interest at 1.5% per month from the date the royalties were due. 25.5 Sublicensing — Participation Requirement. Client shall not sublicense or assign the Work to a third party without ensuring that the sublicense or assignment agreement preserves Writer's royalty rights under this clause and that the sublicensee or assignee agrees in writing to honor such rights. Client shall provide Writer with a copy of any sublicense or assignment agreement relating to the Work within 10 days of execution. {{/if}}

EXPENSES AND REIMBURSEMENT [Select one of the following options:] {{#if fee_inclusive}} OPTION A: FEE-INCLUSIVE EXPENSES 1.1 No Separate Reimbursement. All expenses incurred by Your name / business name ('Writer') in performing services under this Agreement are included in the fee specified in Section [compensation] and shall not be separately reimbursed by Client name / business name ('Client'). 1.2 Writer's Responsibility. Writer is solely responsible for all project-related expenses and may not invoice Client for any expense regardless of amount. {{/if}} {{#if reimbursable_expenses}} OPTION B: REIMBURSABLE EXPENSES 26.1 Pre-Approved Expenses. Writer may incur and seek reimbursement for expenses directly and reasonably necessary to perform the Services, subject to the following conditions: (a) Expenses below No-Approval-Needed Expense Threshold ($): Writer may incur without pre-approval. These will be reimbursed upon submission of a valid receipt. (b) Expenses of No-Approval-Needed Expense Threshold ($) or more but below Named-Approver Expense Threshold ($): Writer must obtain Client's written approval (email sufficient) before incurring the expense. Unapproved expenses in this range will not be reimbursed. (c) Expenses of Named-Approver Expense Threshold ($) or more: Writer must obtain Client's written approval from Client Named Approver Name (Client Named Approver Email) before incurring the expense. Verbal approval is insufficient. Unapproved expenses at or above this threshold will not be reimbursed under any circumstances. 26.2 Receipt Documentation. All reimbursement claims must be supported by: (a) a valid receipt, invoice, or electronic confirmation showing the date, amount, vendor, and description of the expense; (b) a brief written explanation of how the expense relates to the Services; and (c) for expenses involving travel, an explanation of why in-person attendance was necessary. Writer shall submit documentation within 30 days of incurring the expense. Documentation submitted more than Late Receipt Cutoff (days after expense) days after the expense was incurred will not be reimbursed. 26.3 Reimbursement Timing. Client shall reimburse approved, documented expenses within 30 days of receiving a complete expense report. Expense reports will be submitted no more frequently than Expense Report Submission Frequency (e.g., monthly). Late reimbursement accrues interest at 1.5% per month from the due date. 26.4 Expense Cap. Total reimbursable expenses under this Agreement shall not exceed Total Reimbursable Expense Cap ($) without a written amendment signed by both parties. {{/if}}

1. Client Cooperation Obligation. Client name / business name acknowledges that successful completion of the Work Product requires Client name / business name's timely cooperation, participation, and access to information. Client name / business name will: (a) Make itself available for interviews, planning sessions, and review meetings as reasonably requested by Designer and as specified in the project schedule; (b) Provide Designer with access to documents, files, records, subject-matter experts, and other information and resources reasonably necessary for Designer to research and draft the Work Product; (c) Respond to Designer's written questions, draft submissions, and requests for clarification within 5 business days; and (d) Identify and grant Designer access to any third parties (employees, customers, partners, advisors) whose input or interview participation is required for the project, and obtain any necessary releases or permissions for Designer to use such interviews in the Work Product. 2. Scheduled Interview Sessions. The parties will schedule interview or collaboration sessions as set forth in the project schedule or Statement of Work. Client name / business name will attend all scheduled sessions and will not cancel or reschedule fewer than 48 hours before the scheduled start time without reasonable cause (as defined in the Force Majeure clause). Cancellations with less than 48 hours' notice count against Client name / business name's included session allowance but do not relieve Client name / business name of the obligation to participate in makeup sessions. 3. Impact on Timeline. If Client name / business name fails to provide required information, access, or participation within the timeframes specified in this clause or the project schedule, Designer's delivery deadlines will be extended day-for-day by the period of delay, and Designer will not be liable for any delay or failure to meet deadlines caused by Client name / business name's non-cooperation. If the cumulative delay exceeds Delay Threshold for Pause/Termination (days) days, Designer may pause work and invoice for all work completed through the pause date, and may terminate this Agreement in accordance with the Termination for Convenience clause without penalty. 4. Reasonable Accommodation. Designer will make reasonable efforts to accommodate Client name / business name's scheduling constraints and preferred communication methods. Nothing in this clause obligates Client name / business name to disclose information Client name / business name reasonably deems confidential, proprietary, or legally privileged, provided that Client name / business name promptly notifies Designer of any such limitation so the parties can determine whether the project scope must be modified. 5. No Obligation to Independently Research. Unless expressly stated in the Statement of Work, Designer has no obligation to conduct independent factual research, third-party interviews, legal or scientific verification, or investigative journalism. Designer may rely on information provided by Client name / business name in accordance with the Client-Supplied Content and Indemnification clause.

1. Waiver of Moral Rights. To the fullest extent permitted by applicable law, Designer irrevocably waives and agrees not to assert any Moral Rights (as defined below) in the Work Product created under this Agreement, including without limitation any Final Works transferred to Client name / business name under the Intellectual Property Ownership clause. 2. Definition of Moral Rights. "Moral Rights" means any rights of paternity, attribution, integrity, disclosure, withdrawal, and any other personal or non-economic rights an author may have in a creative work under the laws of any jurisdiction, including without limitation rights under the Visual Artists Rights Act (17 U.S.C. § 106A), rights recognized under the Berne Convention, and similar rights under foreign copyright or neighboring-rights laws. 3. Consent to Modification. Designer expressly consents to Client name / business name's modification, adaptation, translation, abridgment, condensation, or other alteration of the Work Product, and agrees that such modifications will not constitute a distortion, mutilation, or other modification prejudicial to Designer's honor or reputation. Designer will not object to Client name / business name's use of the Work Product in any context, medium, or in combination with other works. 4. No Attribution Requirement. Client name / business name has no obligation to provide attribution, credit, or byline to Designer unless a separate Byline and Attribution Rights clause in this Agreement expressly requires it. Designer acknowledges that the Work Product may be published, distributed, or otherwise exploited anonymously or under Client name / business name's name or the name of Client name / business name's designee. 5. Survival. This waiver is perpetual, irrevocable, and worldwide, and will survive termination of this Agreement and any subsequent transfer of the Work Product by Client name / business name to third parties. 6. Jurisdiction-Specific Compliance. If Designer is located in or the Work Product is created in a jurisdiction where moral rights cannot be waived, Designer agrees not to assert any such rights against Client name / business name or any subsequent owner or licensee of the Work Product, and Designer will execute any documents reasonably requested by Client name / business name to effectuate the intent of this clause to the maximum extent permitted by law.

ADVANCE PAYMENT AND MILESTONE DEPOSITS 29.1 Total Project Fee. The total fee for the services described in this Agreement is Total Project Fee ("Total Fee"). 29.2 Advance Deposit. Client name / business name will pay Your name / business name an advance deposit of Advance Deposit Amount (Advance Deposit Percentage (e.g., 50%)% of the Total Fee) ("Advance") within five (5) business days of the Effective Date of this Agreement. Provider will not commence work until the Advance is received. 29.3 Milestone Payments. The balance of the Total Fee will be paid according to the following milestone schedule: (a) Milestone 1: Milestone 1 Payment Percentage% (Milestone 1 Amount) due upon Milestone 1 Description (e.g., delivery of outline and first 10,000 words). (b) Milestone 2: Milestone 2 Payment Percentage% (Milestone 2 Amount) due upon Milestone 2 Description (e.g., delivery of complete first draft). (c) Final Payment: 50% (Final Payment Amount) due upon Client's written acceptance of the final deliverable or thirty (30) days after delivery of the final revised draft, whichever occurs first. 29.4 Payment Due Date. Each milestone payment is due within ten (10) business days of Provider's delivery of the corresponding milestone deliverable. Provider is not obligated to proceed to the next project phase until the prior milestone payment is received. 29.5 Late Payment. Payments not received within ten (10) business days of the due date are subject to a late fee of one and one-half percent (29.5%) per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance. If any payment is more than thirty (30) days overdue, Provider may suspend work until payment is received, without penalty or breach. 29.6 Non-Refundable Advance. The Advance is non-refundable except as expressly provided in Section [termination-refund-provisions]. If Client terminates this Agreement prior to project completion, Client remains obligated to pay for all work completed through the termination date at Provider's standard hourly rate of Hourly Rate (Variant 3), offset by the Advance already paid. If work completed exceeds the Advance, Client will pay the excess amount within ten (10) business days of termination. 29.7 Work Product Ownership Conditioned on Payment. Notwithstanding any work-for-hire or assignment provision in Section [ip-ownership-work-for-hire-assignment], Client acquires no ownership or license rights in any work product until the corresponding milestone payment (and all prior milestone payments) are received in full by Provider. If Client fails to make any milestone payment when due, all licenses and rights granted to Client under this Agreement are automatically revoked until payment is received.