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AGREEMENT FOR FREELANCE EDITORIAL SERVICES
THIS AGREEMENT is made effective the day
of , 20
(the “Effective Date”)
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BETWEEN
HARLEQUIN MAGAZINES INC., of 233 Broadway,
(the “Client”);
AND
BROOKE SMITH
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, whose address is 5619 Knobby Knoll,
(the “Freelancer”);
WHEREAS Client wishes to obtain
certain editorial services of Freelancer from time to time, which services shall
be more particularly described in the applicable statement of work, which shall
be attached hereto and made a part hereof;
AND
WHEREAS
Freelancer is willing to provide these services;
NOW
THEREFORE,
in consideration of the mutual
promises, conditions and covenants contained herein, the adequacy and
sufficiency of which is hereby acknowledged by each party, the parties hereto
agree and undertake as follows:
1.
Term: This Agreement shall commence as of the
Effective Date and shall, unless otherwise terminated pursuant to the
provisions set forth in Section 2, terminate upon the satisfaction of all
obligations of the parties set forth in this Agreement (“Term”). To the extent that all of the obligations
under the applicable statements of work have been satisfied, this Agreement may
be terminated by either party upon ten (10) days written notice to the other.
2.
Services and
Consideration: From time to time during the Term, Client may
engage Freelancer to provide to Client certain editorial services, which
services shall be described on the applicable statement of work, in the form
and substance attached hereto as Exhibit “A” (the “Services”), each of which is
incorporated herein by reference (each, a “Statement of Work” and collectively
“Statements of Work”) and each of which shall be appended hereto as Schedule A. Each Statement of Work shall become binding
on Freelancer and Client upon either (a) notification of acceptance of the
terms of the Statement of Work via e-mail by Freelancer to Client or (b)
performance of the Services relating to a particular Statement of Work by
Freelancer. In all cases, the terms of
the Statements of Work shall be subject to the terms and conditions of this
Agreement. In the case of a conflict between this Agreement and any Statement
of Work, the terms of this Agreement shall govern (unless the parties
specifically state in such Statement of Work their intention to override the
terms hereof). Client shall not be
required to utilize Freelancer’s Services, it being understood that Client’s
only obligation to Freelancer shall be to make the payments required pursuant
to the provisions of this Agreement. Freelancer understands and agrees that all
right, title and interest in the work produced as a result of the provision of
the Services (“Work”) shall pass irrevocably and unencumbered to Client upon
payment. Included in the right, title
and interest to the Work are all rights of copyright, industrial design and
trademark to the full extent and as long as said rights may legally exist,
including any extensions thereof. Freelancer
hereby expressly waives in favor of Client all moral rights in the Work
accruing to him/her now or in the future, by virtue of statute or otherwise,
throughout the world.
(a)
Freelancer
shall provide the Services and deliver the Work to Client, in final form and
content acceptable to Client as provided for in the Statement of Work.
(b)
Client
will review the Services performed in relation to each Statement of Work to
determine their acceptability.
(c)
If,
in Client’s sole opinion, the Services have not been performed in an acceptable
manner, Client will request Freelancer to perform such changes as Client deems
necessary. Freelancer shall complete the
requested changes within the timeframe required by Client at no additional cost
to Client.
(d)
If
the requested changes have not been completed in a manner satisfactory to
Client, Client shall have the option, in
its sole discretion to either: (1) pay Freelancer fifty percent (50%) of the
fee payable for that particular Statement of Work, as specified in that
Statement of Work, and terminate that Statement of Work or (2) request
Freelancer to provide additional revisions at no cost to Client.
(e) Upon notification by
telephone or e-mail to Freelancer that the Services have been completed to the
satisfaction of Client, Freelancer shall provide Client with an invoice
pursuant to flat rate terms of payment
for the Services as provided for in the Statement of Work. Payment terms shall be net thirty (30) days. The invoice amount shall be inclusive of all
required taxes to be collected by
Freelancer and Freelancer is solely liable and responsible for submission of
all such required taxes to the
appropriate government agency. Freelancer shall indemnify Client for any claims, costs, losses, fees, penalties, interest or damages
suffered by Client resulting from
Freelancer’s failure to comply with this provision.
The
foregoing compensation terms represent the total compensation payable to
Freelancer by Client for the Services and no other compensation including
expenses, statutory holiday pay, overtime, benefits and bonuses, in any form,
will be forthcoming. Should Client
require additional services to those specified herein, this Agreement may be
amended accordingly upon the written consent of both parties.
3. Relationship of the
Parties: Freelancer’s
relationship to Client shall be that of a self-employed, independent
contractor. Freelancer is not granted
any right of authority or agency expressly or implicitly, on behalf of or in
the name of Client, nor any right to legally bind Client in any manner
whatsoever. No contract for employment
is created hereby, and Freelancer shall not be entitled to any of the rights
and benefits accruing to Client’s employees.
Freelancer shall be free to exercise Freelancer’s own discretion and
judgment in the performance of the Services and shall be responsible for
complying with any and all laws, regulations and standards of professional
conduct. Freelancer shall determine
Freelancer’s own work hours and procedures and shall perform the Services using
his/her own equipment and office space.
Freelancer shall bear all costs of operation of Freelancer’s business,
including without limitation, work, materials and transportation. Freelancer is responsible for providing at
Freelancer’s own expense, disability, employment, worker’s compensation and
other insurance, training, permits and licenses for Freelancer.
4. Representations and
Warranties; Indemnity:
(a) Client accepts
and shall assume liability for the use of the Work but not as such relates to its
originality.
(b)
Freelancer
represents and warrants that the Work shall not infringe any intellectual
property or
other rights of any person or entity, and the Work (or
any part thereof) is not in the public domain.
(c) Freelancer represents and warrants that the Work is
original.
(d) In the event of the assertion of any claim, action or
proceeding inconsistent with any of the
foregoing representations and warranties:
(i) Client shall have the right to defend the same through counsel of its own
choosing, and (ii) Freelancer shall fully cooperate in Client’s defense and
shall indemnify and hold harmless Client, and Client’s successors, licensees
and assigns, and any officers, agents and employees of the foregoing, from and
against any and all liability, damage, loss, expense (including attorneys’ and experts’ fees) and settlement
costs, resulting from any such claim, action or proceeding.
5.
Confidentiality: In the course of providing
these Services, Freelancer may be exposed to, or generate, confidential
information not otherwise publicly known which relates to Client’s affairs.
Such confidential information includes, but is not limited to, manuscripts, information,
data, analysis, know-how, experiences and expertise in the development,
printing, distribution, marketing and selling, both at retail and via direct
mail, of Client’s products, including those currently in development.
Freelancer agrees not to disclose to any person, firm, partnership or
corporation, directly or indirectly, nor use for Freelancer’s own or another’s
benefit during or after the termination of this agreement, any such
confidential information and further agrees to permanently destroy any
confidential information prior to its disposal.
6.
Assignment: Freelancer agrees
that this Agreement is personal to Freelancer and the fulfillment of this Agreement,
or any sums payable hereunder, may not be assigned by Freelancer without the
prior written permission of Client.
7.
Entire Agreement: This Agreement,
together with Exhibit A and the Statements of Work appended hereto from time to
time as Schedule A, constitutes the entire agreement between the parties and
supercedes all other agreements whether written or oral relating to the
provision of these Services. In the
event that any provision (or part
thereof) contained in this Agreement shall be held to be unenforceable, illegal or otherwise invalid, such unenforceability, illegality or
invalidity shall not affect this Agreement and this Agreement shall then be construed
as if such unenforceable, illegal or invalid provision (or part thereof) had
never been contained herein.
8.
Execution: This Agreement may be executed in
counterparts, each of which shall constitute an original, and may be executed
and transmitted to the other party via facsimile, or be scanned electronically
into Portable Document Format (pdf) and transmitted via email; provided, any
facsimile reproduction of this Agreement shall constitute a valid and binding
agreement and shall have the same legal force and effect as an original version
of this Agreement which is duly executed by the parties hereto.
9.
Governing Law: This Agreement in
all respects shall be read and interpreted according to the laws of the State
of
10.
Miscellaneous: No party has relied
on any representation or warranty of any other party not expressly set forth in
this Agreement. No failure or delay on
the part of any party in exercising any right or remedy provided in this
Agreement shall operate as a waiver thereof.
Each party’s performance under this Agreement is subject to force
majeure. This Agreement is non-exclusive to the parties hereto.
IN
WITNESS WHEREOF,
the parties hereto have executed this Agreement effective as of the date first
written above.
HARLEQUIN MAGAZINES INC.
By:
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Title:
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Date:
Freelancer:
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Date:
Exhibit
“A”
Harlequin
Magazines Inc. — Editorial Department
STATEMENT
OF WORK
Freelance
Services for Line Editing and Copyediting
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To: Date:
Author Title
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Service Required:
Freelance Reads
Revision Letter
Detailed Line Edit
Detailed Copy Edit
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Date Required: Flat
Rate:
Date Required: Flat
Rate:
Editor Signature:
______________________
Special Instructions:
All editing and
copyediting is done electronically via track changes
Sent by:
Angela James
Harlequin
Magazines Inc. 233 Broadway,
Schedule “A”
Statement(s) of Work
Harlequin
Magazines Inc. — Editorial Department
STATEMENT
OF WORK
Freelance
Services for Line Editing and Copyediting
To: Date:
Author Title
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Service Required:
Freelance Reads
Revision Letter
Detailed Line Edit
Detailed Copy Edit
Date Required: Flat Rate:
Date Required: Flat
Rate:
Editor Signature: ______________________
Special Instructions:
All editing and
copyediting is done electronically via track changes
Sent by: Angela James
Harlequin
Magazines Inc. 233 Broadway,