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									                                     COPYWRITING AGREEMENT

         THIS AGREEMENT is made this <<CurrentDay>> day of <<CurrentMonth>>,
         <<CurrentYear>> by and between <<Company>> (“Copywriter”) and <<CustCompany>>


“Pre-Existing Works” shall mean any method, practice, source code, object code, graphics, or other
resource incorporated into any deliverable that contains Copywriter’s Proprietary Rights.

“Copywriter’s Proprietary Rights” shall mean anything in which Copywriter has a rightful copyright,
trademark, patent, or other intellectual property interest.

"Deliverables" shall mean the software provided in object and/or source format (and subject to
Copywriter’s Proprietary Rights), documentation, or other materials required to be delivered by Copywriter
to Customer, as set forth in any Specification(s).

"Source Code" shall mean all of the readable forms of code, documentation, or any combination thereof
that go together to make and build files or Deliverables.

"Services" shall mean any programming, training, customization, enhancement, or other labor performed
by the Copywriter as required by the Specifications, which may or may not have an associated Deliverable.

"Specifications" shall mean the specifications for the Deliverables, as reasonably communicated and agreed
to by Copywriter, which include detailed specifications and instructions for all required Deliverables,
features, and functionality, and a complete production schedule for each Deliverable.


         A. Copywriter has experience and expertise in the development and formation of original written
            works (“Materials” or “Project”).

         B. Customer desires to have Copywriter develop Materials for Customer.

         C. Copywriter desires to develop Customer’s Materials on the terms and conditions set forth in
            Exhibit B attached hereto (the “Specifications”).


        In consideration of the mutual covenants set forth in this Agreement, Customer and Copywriter
hereby agree as follows:

1. Development of Materials.

    Copywriter agrees to the documentation and development of the Materials according to the
    compensation terms listed on Exhibit A attached hereto.

2. Specifications.

    Copywriter agrees to develop the Project pursuant to the Specifications set forth in Exhibit B.

Customer Initials ________ Copywriter Initials ________
3. Delivery Dates and Milestones.

    Copywriter will use reasonable diligence in the development of the Materials and endeavor to deliver
    to Customer all operational Materials and files no later than <<DeliveryDate>>. Customer
    acknowledges, however, that this delivery deadline and the other payment milestones listed in Exhibit
    B are estimates, and are not required delivery dates unless otherwise noted in the Specifications.
    Deliverables defined as “Critical Deliverables” shall be outlined in Exhibit B and shall contain the
    delivery date and the terms of delivery of the Critical Deliverable. Copywriter shall deliver, at all
    times, any and all material required to complete the Project.

4. Ownership Rights.

    Customer shall retain all ownership, title, and interest in all Materials delivered under this Agreement.
    All subject matter created as part of the Materials shall be considered works made for hire and
    Customer shall own all copyrights. To the extent that any rights in the Materials vest initially with
    Copywriter for any reason, Copywriter hereby irrevocably assigns and quitclaims any such rights to

    Notwithstanding Sec. 5.1.4, Copywriter hereby grants to Customer a non-exclusive, royalty-free,
    nontransferable, worldwide right and license to use, reproduce, modify, and distribute any Pre-existing
    Works incorporated into the Materials in connection with Customer’s use of the Materials. Rights and
    license shall include, but is not limited to, rights to modify any Pre-existing Works to adapt or
    incorporate the Pre-existing Works into the Materials and to modify the Pre-existing Works to correct
    errors, add features or functionality to the Materials, and to make the Materials compatible with other
    hardware or software.

5. Project Development.

5.1 Copywriter Warranties.

    Copywriter certifies and warrants that the following is true and valid:

5.1.1 No Conflict.

    By entering into this Agreement, Copywriter certifies that Copywriter does not and will not violate,
    conflict with, or result in a material default under any other contract, agreement, indenture, decree,
    judgment, undertaking, conveyance, lien, or encumbrance to which Copywriter or any of Copywriter’s
    affiliates is a party or by which Copywriter or any of Copywriter’s property is or may become subject
    or bound. Copywriter will not grant any rights under any future agreement, and will not permit or
    suffer any lien, obligation, or encumbrances that will conflict with the full enjoyment by Customer of
    Customer’s rights under this Agreement.

5.1.2 Right to Make Full Grant.

    Copywriter has all required ownership rights and license to grant Customer all necessary rights with
    respect to the Materials, free and clear of any and all agreements, liens, and interests of any person or
    party, including, without limitation, Copywriter’s employees, contractors, agents, artists, or any such
    employees, contractors, agents, and artists who have provided, are providing, or will provide services
    with respect to the development of the Materials.

Customer Initials ________ Copywriter Initials ________
5.1.3 Non-infringement.

    Nothing contained in the Materials or required as any part or operation of the Materials, or is required
    to deliver the Materials under this Agreement does or will infringe or violate any intellectual property
    rights of any third party. Further, nothing contained within the Materials or any part or operation of the
    Materials will cause the use, reproduction, resale, or transfer of the rights to the Materials to infringe
    upon the intellectual property rights of any third party.

5.1.4 Pre-existing Works and third-party Materials.

    Copywriter has the right to assign and transfer rights to such pre-existing works and third-party
    materials as specified in this Agreement.

5.2 No reliance on third-party Software or Technology.

    Unless otherwise agreed to by Customer, Project files shall not require any additional software, third-
    party resources, “plug-ins” or other technologies not listed in the Specifications. Any additional
    software required to run the deliverables shall be construed as non-conformance to the Specifications.

6. Specific Enhancements.

    Copywriter and Customer acknowledge that at some time during the Term of this Agreement, either
    Copywriter or Customer may propose enhancements to the Project that fall outside of the scope of the
    Specifications. Upon such proposal, Copywriter shall confer in good faith with Customer concerning
    the feasibility of developing such enhancements and the time frame for developing, testing, and
    incorporating such enhancements. Copywriter and Customer shall mutually agree in writing as to
    whether Copywriter shall pursue the development of such enhancements, and, if so, which party will
    fund such development. The Specifications will be amended to include such enhancements.

7. Backups and Redundancies for Development.

    Copywriter will maintain off-site storage of all stages of the source code and other backup media
    related to this Agreement to ensure Project integrity and protection, and will be responsible at all times
    for setting up a procedure for backing up all Project data.

8. Acceptance.

    The terms and conditions contained in this section will apply to the initial release of the Project
    Materials, as well as to subsequent release(s), upgrades, enhancements, or any other version thereof.
    Copywriter shall evaluate any beta or final version(s) of each deliverable and shall submit an
    acceptance or rejection to Copywriter within <<Days>> days after Customer's receipt of an agreed
    upon transmission for each deliverable.

9. Testing and Quality Assurance.

    Copywriter agrees to thoroughly test the Materials and Project (including, without limitation, each and
    every release, version, and enhancement thereof), as appropriate under the circumstances, at all
    appropriate stages of development, and shall document the testing by written test documents delivered
    to Customer. Copywriter will submit test plans to Customer, so as to ensure that Customer's standards
    of quality are maintained, and Copywriter agree to subsequently modify the test plans to accommodate
    Customer's requests if Customer reasonably deems necessary. Quality Assurance or test documentation
    shall include detailed descriptions of the tests conducted, their results and any outstanding or
    unresolved issues. Copywriter will not deploy the Project, Materials or any enhancement thereof,
    unless Customer and Copywriter agree upon such action in writing.

Customer Initials ________ Copywriter Initials ________
10. Adherence to Schedule.

    If Copywriter fails to transmit any “Critical Deliverable” within the dates specified in the Schedule or
    fails to meet a Milestone as defined in the Specifications, then a Breach of Agreement (“Breach”) shall
    be considered to have occurred. Customer may: (1) amend the Schedule to include a correction period;
    or (2) suspend the Schedule until the problem is corrected at the sole expense of Copywriter subject to
    Customer’s reasonable satisfaction; or (3) terminate this Agreement. Delivery of all deliverables not
    defined in the Specifications as “Critical Deliverables” shall be considered estimates and delivery shall
    not be subject to breach. Copywriter shall not be held responsible for any delays due to: Milestones
    missed by Customer, delays due to Customer deliverables, delays due to transmission, equipment
    failure, strikes, riots, disasters, or other natural occurrences.

11. Compensation.

    For all of Copywriter’s services under this Agreement, Customer shall compensate Copywriter in cash,
    pursuant to the terms of Exhibit A attached hereto. In the event Customer fails to make any of the
    payments referenced in Exhibit A by the deadline set forth in Exhibit A, Copywriter has the right, but
    is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement; (2)
    remove equipment owned by Copywriter, whether leased to Customer by Copywriter or not, and
    remove any Copywriter personnel or Staff from Customer location(s); (3) bring legal action; or (4)
    Customer may suspend development of the Project and is responsible for any schedule changes
    required and additional financial impact.

12. Confidentiality.

    Customer and Copywriter acknowledge and agree that the Specifications and all other documents and
    information related to the development of the Materials (the “Confidential Information”) will
    constitute valuable trade secrets of Copywriter. Customer shall keep the Confidential Information in
    confidence and shall not, at any time during or after the term of this Agreement, without Copywriter’s
    prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all
    or any part of the Confidential Information.

 13. Limited Warranty and Limitation on Damages.

    Copywriter warrants that the Materials will conform to the Specifications. If the Materials do not
    conform to the Specifications, Copywriter shall be responsible for correcting the Materials without
    unreasonable delay, at Copywriter's sole expense and without charge to Customer, to bring the
    Materials into conformance with the Specifications. This warranty shall be the exclusive warranty
    available to Customer. Customer waives any other warranty, express or implied. Customer
    acknowledges that Copywriter does not warrant that the Materials will work on all platforms.
    Customer acknowledges that Copywriter will not be responsible for the results, productivity, or any
    other measurable metric not specified in Exhibit B, obtained by Customer on the Materials. Customer
    waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for
    damages (either in contract or tort) is the return of the consideration paid to Copywriter as set forth in
    Exhibit A attached hereto.

    Copywriter will monitor the reliability and stability of the Materials for a period of up to <<Days>>
    days to ensure that they perform in accordance with the Specifications. If modifications are required at
    any time, Copywriter will confer in good faith with Customer concerning the appropriateness of any
    modifications, and mutually agree whether or not to make such modifications; provided, however, that
    such agreement will not be deemed to relieve Copywriter from Copywriter's obligations to ensure that
    the Project continues to conform to the Specifications and compensation estimates as set forth in
    Exhibit A.

Customer Initials ________ Copywriter Initials ________
14. Independent Contractor.

    Copywriter shall be retained as an independent contractor. Copywriter will be fully responsible for
    payment of income taxes on all compensation earned under this Agreement. Customer will not
    withhold or pay any income tax, social security tax, or any other payroll taxes on Copywriter’s behalf.
    Copywriter understands Copywriter will not be entitled to any fringe benefits that Customer generally
    provides for Customer's employees or to any statutory employment benefits, including, without
    limitation, workers compensation or unemployment insurance.

15. Equipment.

    Customer agrees to make available to Copywriter, for Copywriter’s use in performing the services
    required by this Agreement, such items of hardware and Materials as Customer and Copywriter may
    agree are reasonably necessary for such purpose.

16. General Provisions.

16.1 Entire Agreement.

    This Agreement contains the entire agreement between the parties relating to the subject matter hereof
    and supersedes any and all prior agreements or understandings, written or oral, between the parties
    related to the subject matter hereof. No modification of this Agreement shall be valid unless made in
    writing and signed by both parties hereto.

16.2 Governing Law.

    This Agreement shall be governed by and construed in accordance with the laws of the State of
    <<State>>. Exclusive jurisdiction and venue shall be in the <<County>> County, <<State>> Superior

16.3 Binding Effect.

    This Agreement shall be binding upon and inure to the benefit of Customer and Copywriter and their
    respective successors and assigns, provided that Copywriter may not assign any obligations under this
    Agreement without Customer’s prior written consent.

16.4 Waiver.

    The waiver by either party of any breach or failure to enforce any of the terms and conditions of this
    Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to
    enforce and compel strict compliance with every term and condition of this Agreement.

16.5 Good Faith.

    Each party represents and warrants to the other that such party has acted in good faith, and agrees to
    continue to so act, in the negotiation, execution, delivery, performance, and any termination of this

16.6 No Right to Assign.

    Customer has no right to assign, sell, modify, or otherwise alter the Materials, except upon the express
    written advance approval of Copywriter, which consent can be withheld for any reason.

Customer Initials ________ Copywriter Initials ________
16.7 Indemnification.

    Copywriter warrants that the Project will conform to the Specifications, or such other specifications as
    are agreed to in writing by Copywriter, for a period of one year from the date of completion of the
    Project. If the Project does not conform to the Specifications, as Customer’s sole remedy, Copywriter
    shall be responsible for correcting the Project without unreasonable delay, at Copywriter’s sole
    expense and without charge to Customer, to bring the Project into conformance with the Specifications
    set forth in Exhibit B. This warranty shall be the exclusive warranty available to Customer. Customer
    waives any other warranty, express or implied. Customer acknowledges that Copywriter is not
    responsible for the results obtained by Customer on the Project. Customer acknowledges that
    Copywriter is not responsible for fixing any problems, errors or omissions on the Project after
    Customer has tested, proofed, and approved the Project and either a written approval has been given to
    Copywriter or the Project has been mass-produced or transmitted in the Public Domain in any way.
    Customer waives any claim for damages, direct or indirect, and agrees that Customer's sole and
    exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to
    Copywriter as set forth in Exhibit A attached hereto. No action, regardless of form, arising out of any
    claimed breach of this Agreement or transactions under this Agreement may be brought by either party
    more than one (1) year after the cause of action has occurred.

16.8 No Responsibility for Theft.

    Copywriter shall have no responsibility for any third party disrupting, intruding, or otherwise copying
    files or reverse engineering in part or in whole on all or any part of the Materials at any time.

16.9 Right to Make Derivative Works.

    Copywriter will have exclusive rights in making any derivative works from any of its work, practices,
    coding, programming, or other work on the Materials that is related to its pre-existing Copywriter
    Material as outlined in the Specifications.

16.10 Attorney’s Fees.

    In the event any party to this Agreement employs an attorney to enforce any of the terms of the
    Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs,
    including expert witness fees.

16.11 Identification of Copywriter.

    Customer agrees that Copywriter identification may be annotated within the content as the author.
    Customer also agrees to put Copywriter’s copyright notices on the Pre-existing Materials and the
    relevant content therein.

Customer Initials ________ Copywriter Initials ________
16.12 No Responsibility for Loss.

    Copywriter is not responsible for any down time, lost files, lost productivity, improper use, or any
    other loss that may occur in the operation of the Materials.

The parties represent and warrant that, on the date first written above, they are authorized to enter into this
Agreement in its entirety, and duly bind their respective principals by their signatures below.

EXECUTED as of the date first written above.


         By: ________________________________

         Title: _______________________________

         Date signed: _________________________


         By: ________________________________

         Title: ______________________________

         Date signed: _________________________

Customer Initials ________ Copywriter Initials ________

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