Pro_Editor
New Member
I run a writing and editing business (sole proprietorship--part of my consideration obviously since all my personal assets are at risk if litigation is the result), and I use a simple service agreement. I was recently contacted by a financial services firm to edit some financial docs and to work on the founder's book. He had his lawyers look at my simple agreement and they changed a couple of clauses. I assume these changes have to do only with the confidentiality concern, but the language of the changes is a bit ominous and I am hoping you can tell me whether the changes are okay or a bad idea (open me up to litigation of little to nothing). Here are the applicable clauses in my SA, followed by the suggested changes:
My usual wording:
4. CONFIDENTIALITY
The Editor agrees not to reproduce, give, or show to anyone any material sent to him by the Client for editing purposes (unless consulting services from a third party are agreed to). Nor will the Editor share any information regarding the arrangement between the Editor and the Client unless agreed to in writing.
6. LIMITATION
No guarantees are made as to the salability or marketability of the edited manuscript. Unless a co-writing/co-authorship arrangement is made in writing, all royalties and monies gained by the sale of the book will be the sole property of the author.
7. APPLICABLE LAWS
Both parties agree that this agreement shall be interpreted and governed by the laws of the State of Wyoming, USA.
8. MISCELLANEOUS
This Agreement may be amended only in writing signed by both parties.
9. TERMINATION
Either party may terminate this Agreement in the event of material change of circumstance with 3 days? notice sent in writing to the other party at the address(es) provided. If the Editor terminates the agreement, Client will pay the Editor for work done up to the date of termination. If the Client terminates the agreement, the Client will pay the Editor for the work completed up to the date of termination or $400, whichever amount is greater.
Suggested changes:
8. TERMINATION
Either party may terminate this Agreement in the event of material change of circumstance with 3 days? notice sent in writing to the other party at the address(es) provided. If the Editor terminates the agreement, Client will pay the Editor for work done up to the date of termination. If the Client terminates the agreement, the Client will pay the Editor for the work completed up to the date of termination or $400, whichever amount is greater. The confidentiality provisions of this Agreement shall survive the termination of this Agreement.
9. BREACH
It is understood and agreed that Client would be irreparably injured by a breach of this Agreement by Editor, money damages alone may not be a sufficient remedy for any breach of this Agreement and that Client shall be entitled to seek a temporary restraining order or other injunctive relief, specific performance or other appropriate legal and equitable remedies in any court of competent jurisdiction for any such breach; in connection with any proceeding for equitable relief instituted by Client hereunder, to the maximum extent permitted by applicable law, Editor waives any and all requirements that (a) Client prove money damages or irreparable harm in advance, or (b) post a bond or other security in connection therewith. These remedies shall not be deemed to be the exclusive remedy for any breach but shall be in addition to all other remedies available to Client at law or in equity.
10. ATTORNEY FEES
In the event that either party retains an attorney to enforce this Agreement or the confidentiality or other provisions of this Agreement or file any action or proceeding under this Agreement, the defaulting or nonprevailing party shall pay the other party?s reasonable attorney fees and court costs incurred on account thereof.
Thanks in advance or any insight you can offer.
My usual wording:
4. CONFIDENTIALITY
The Editor agrees not to reproduce, give, or show to anyone any material sent to him by the Client for editing purposes (unless consulting services from a third party are agreed to). Nor will the Editor share any information regarding the arrangement between the Editor and the Client unless agreed to in writing.
6. LIMITATION
No guarantees are made as to the salability or marketability of the edited manuscript. Unless a co-writing/co-authorship arrangement is made in writing, all royalties and monies gained by the sale of the book will be the sole property of the author.
7. APPLICABLE LAWS
Both parties agree that this agreement shall be interpreted and governed by the laws of the State of Wyoming, USA.
8. MISCELLANEOUS
This Agreement may be amended only in writing signed by both parties.
9. TERMINATION
Either party may terminate this Agreement in the event of material change of circumstance with 3 days? notice sent in writing to the other party at the address(es) provided. If the Editor terminates the agreement, Client will pay the Editor for work done up to the date of termination. If the Client terminates the agreement, the Client will pay the Editor for the work completed up to the date of termination or $400, whichever amount is greater.
Suggested changes:
8. TERMINATION
Either party may terminate this Agreement in the event of material change of circumstance with 3 days? notice sent in writing to the other party at the address(es) provided. If the Editor terminates the agreement, Client will pay the Editor for work done up to the date of termination. If the Client terminates the agreement, the Client will pay the Editor for the work completed up to the date of termination or $400, whichever amount is greater. The confidentiality provisions of this Agreement shall survive the termination of this Agreement.
9. BREACH
It is understood and agreed that Client would be irreparably injured by a breach of this Agreement by Editor, money damages alone may not be a sufficient remedy for any breach of this Agreement and that Client shall be entitled to seek a temporary restraining order or other injunctive relief, specific performance or other appropriate legal and equitable remedies in any court of competent jurisdiction for any such breach; in connection with any proceeding for equitable relief instituted by Client hereunder, to the maximum extent permitted by applicable law, Editor waives any and all requirements that (a) Client prove money damages or irreparable harm in advance, or (b) post a bond or other security in connection therewith. These remedies shall not be deemed to be the exclusive remedy for any breach but shall be in addition to all other remedies available to Client at law or in equity.
10. ATTORNEY FEES
In the event that either party retains an attorney to enforce this Agreement or the confidentiality or other provisions of this Agreement or file any action or proceeding under this Agreement, the defaulting or nonprevailing party shall pay the other party?s reasonable attorney fees and court costs incurred on account thereof.
Thanks in advance or any insight you can offer.
