TERMS OF SERVICE AGREEMENT
we-write-it.com© Web Site
Agreement between we-write-it.com, its users, and clients
we-write-it.com is a professional consulting service that works with small businesses and business professionals to develop and produce written content for business communications.
1. DESCRIPTIONS OF SERVICES; USE OF PROPOSAL/ADDENDUM
1.1           Services will be provided to “Client”, its subsidiaries and affiliates (collectively hereafter “Client”) on an as-needed basis, upon written request by “Client” for such services (the “Services”).
1.2           Each assignment to be performed by Consultant at “Client’s” request will be described in a “Proposal or Addendum to such” that must be signed by both parties.
1.3            Each Proposal/Addendum will include:
1.3.1             the start date, location and anticipated completion date of the assignment (if known);
1.3.2             a description of the project and the Services to be performed by Consultant; 1.3.3             the name(s) of the Consultant-provided personnel performing the Services (“Consultant Personnel”);
1.3.4             the fixed rate, hourly rate, or project rate for the assignment;
1.3.5             the identity of the Client Representative(s) requesting the Services; and such other information as may be agreed to by the parties. Each Proposal/Addendum shall be substantially in the form attached hereto as “Exhibit 1”.
1.4           Any software and other deliverables produced by Consultant hereunder shall be compliant with the “Client’s” methodology
1.5           It is agreed by both parties that the Consultant has full control on how these services will be performed subject to it meeting the standards required by the Client.
1.6           The consultant will perform most services in accordance with this contract at a location of consultant's discretion.  In addition the consultant will perform services on the telephone, electronically via e-mail, facsimile, and at such other places as necessary to perform these services in accordance with this agreement.
1.7           It is expressly understood and accepted that this is not an employment agreement and as such the Consultant will have no claim to Client benefits or employee considerations, including but not limited to profit sharing, pension, shares or bonuses.
1.8           Upon expiry of this contract it is understood that that the relationship between the parties has ended.
2. WARRANTIES
2.1.          The Consultant warrants that he / she is not violating any other agreement by performing these services.
2.2.          The Consultant agrees that services not meeting the standards required by the Client will be corrected. The parties agree that the Consultant will have at least one opportunity to re-perform services, should any services not meet the standards required by the Client, within a specified time limit.
2.3.          The Consultant warrants that no laws will be violated in performing any services.
2.4.          The Consultant guarantees that he / she is competent to carry out the services which he / she has undertaken in this contract. Any material misrepresentation shall lead to summary termination of this agreement.
3. PAYMENT
The Consultant will be paid on the following basis:
3.1.          Retainer Fee. The Client will pay the Consultant a Retainer Fee, equal to fifty percent (50%) of the total cost of services, in advance of the performance of such services. The Retainer Fee will offset the total amount due at the time said services are complete.
3.2.          Immediately upon completion of the services as specified in 1. above, the Client shall pay the Consultant in full, the sum of the “total amount due” as indicated in the Proposal/ Addendum, Exhibit I.
3.3.          The Consultant that should he / she withhold their services for whatever reason, a principle of "no work, no pay" shall apply.
3.4.          Payment shall be made in US dollars upon completion of the service(s) rendered.
3.5.          Client shall pay the Consultant either by:
3.5.1.        Electronic wire transfer, to a US bank account designated by the consultant, OR by
3.5.2.        PayPal, Visa, MasterCard
3.6.          The Consultant agrees that should he / she withhold their services for whatever reason, a principle of "no work, no pay" shall apply.
3.7.          In addition to the retainer as in 3.1., the Client shall reimburse the Consultant per diem, for any reasonable out of pocket expenses incurred by the Consultant on behalf of the Client. The Consultant shall submit itemized statements of hours of services performed and expenses incurred during any particular month by the fifth (5th) day of the next succeeding month.  The amount shall be paid to the Consultant by the fifteenth (15th) day of the latter month.
4.    ASSISTANTS
4.1.    Should the Consultant employ assistants to perform the services as in 2., all provisions in this agreement including but not limited to confidentiality, ownership of works and indemnification shall be binding upon all assistants of the Consultant.
4.2.    Remuneration for assistants to the Consultant to perform the services under this agreement must be paid by the Consultant.
4.3.    The Client agrees that all directives or instructions to assistants will be communicated through the Consultant.
5.    CONFIDENTIALITY
5.1.          The Consultant acknowledges that during the relationship with the Client, the Consultant may become familiar with its confidential information including commercial and technical secrets and / or the confidential information of clients of the Client.
5.2.          The Consultant consequently agrees that during the period of performing services and subsequent thereto, the Consultant will not disclose to others or make use of directly or indirectly, any confidential information of the Client or confidential information of a client of the Client or of others who have disclosed it to the Client under conditions of confidentiality, unless for a purpose authorized by the Client. If there is any doubt about whether any disclosure or use is for an authorized purpose, the Consultant is to obtain a ruling in writing from the Client and is to abide by it.
5.3.          The Consultant shall take reasonable security precautions to keep confidential all information deemed confidential and shall not make unauthorized copies. He / she further undertakes to notify the Client immediately upon discovery of any unauthorized use or disclosure of confidential material and shall assist the Client in regaining of such material and mitigating the loss to the Client there from.
5.4.          For the purpose of this clause, confidential information will be deemed to extend to all confidential technical and commercial information, including, but not limited to the contents of reports, specifications, quotations, formulae, computer records, client lists, price schedules, customer lists, customers and the like.
5.5.          The Consultant is required to deliver to the Client whenever required to do so, or in any event when terminating the relationship with the Client, all books of account, records, correspondence, notes, computer disks, and the like concerning or containing any reference to the business of the Client or the Client's clients.
5.6.          Exceptions. Consultant’s obligations with respect to Confidential Information (other than personally identifiable information) shall not apply to any particular information which Consultant can demonstrate: (a) was, at the time of disclosure to it, in the public domain; (b) after disclosure to it, was published or otherwise becomes part of the public domain through no fault of Consultant or anyone possessing the information through Consultant; (c) was in possession of Consultant at the time of disclosure to it without obligation of confidentiality; (d) was received after disclosure to it from a third party who had a lawful right to disclose such information to it without any obligation to restrict its further use; or (e) was independently developed by Consultant without reference to Confidential Information of Disclosure.
5.7.          Disclosures Required by Law. Consultant my disclose Confidential Information as required by order of lawful authority; provided that Consultant shall promptly notify Client of any discovery request or order, subpoena or other legal process requiring disclosure of such information; and give Client an opportunity to seek a protective order or similar relief with respect to such information.
6.    OWNERSHIP OF WORK
6.1.          Any documents or records or creations including but not limited to written instructions, drawings, photographs, computer programs, notes or memoranda relating to the business of the Client, which are made by the Consultant or which come into the Consultant's possession while he / she is engaged by the Client perform services, shall be deemed the property of the Client and shall be surrendered to the Client on demand and, in any event, on the date of termination of this agreement The Consultant will not retain any copies thereof or any extracts there from.
6.2.          The Consultant does hereby assign to the Client the total right, title and interest in and to any copyright in any existing or future works or part thereof of whatsoever nature that the Consultant, individually or jointly with any other person(s) has made or created or will make or will create during the course and scope of this agreement and the performing of services by the Consultant for the Client.
7.    OBLIGATIONS OF THE CONSULTANT
7.1.          The Consultant agrees to take full responsibility for declaration of income for tax purposes and for the payment thereof.
7.2.          The Consultant will not be liable to the Client or its agents or employees for any claim, cost or fees arising from the services provided by this agreement, unless any such claims, costs or fees are judged by the appropriate court to be due to willful misconduct or gross negligence on the part of the Consultant or his agents.
7.3            The Consultant shall supply all equipment, tools, or instruments needed to perform the services under this agreement.
8.    OBLIGATIONS OF THE CLIENT
8.1.         The Client acknowledges that timely completion of the services provided by the Consultant under this agreement, depends on the co-operation of the Client to comply with reasonable requests from the Consultant and the Client agrees to extend such co-operation.
8.2.         The terms of this Agreement shall be deemed to apply also to the servants or agents or legally associated entities of the receiving party  who shall require their said servants or agents or legally associated entities to observe the foregoing obligations.
8.3.         Upon the death of a Consultant whilst under the terms of this agreement, the Client shall pay all monies due to the estate of the Consultant.
9.    NOTICE OF TERMINATION
9.1.          This contract will terminate as per 1 above with NO notice required. However, either party may terminate this contract in writing in the following instances:
9.1.1.        If either party is convicted of a criminal offence.
9.1.2.        Non-payment to the Consultant by the Client as agreed upon in this agreement and failure to remedy within 30 days from the date payment is due.
9.1.3.        Failure by the Consultant to meet deadlines for performance of services or failing to meet the standards required by the Client in the performing of services.
9.1.4.        Insolvency or bankruptcy of either party.
9.1.5.        Change of ownership of the business of either party.
10. RIGHT OF REFUSAL
Consultant reserves the right to refuse service to anyone or any company for any reason.
11. ARBITRATION
11.1       Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance of the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) shall be entered in any court having jurisdiction thereof.
11.2       For that purpose, the parties hereto consent to the jurisdiction and venue of an appropriate court located in the County of Orange, State of California.
11.3       In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.  In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable.
12. GENERAL
12.1.          This agreement and any exhibit attached constitute the sole and entire agreement between the parties with regard to the subject matter hereof and the parties waive the right to rely on any alleged express provision not contained herein.
12.2.          No party may rely on any representation, which allegedly induced that party to enter into this agreement, unless the representation is recorded herein.
12.3.          No agreement varying, adding to, deleting from or canceling this agreement and no waiver of any right under this agreement shall be effective unless it is:
12.3.1.         In writing;
12.3.2.         Agreed to by both parties;
12.3.3.         Signed by both parties.
12.4.          Written notice by either party to the other may be given:
12.4.1.         In person, and such notice shall be deemed valid on the date of delivery in person.
12.4.2.         By registered mail, and such notice shall be deemed valid as of seven days of the proof of mailing date.
12.5.          No relaxation by a party of any of its rights in terms of this agreement at any time shall prejudice or be a waiver of its rights (unless it is a written waiver) and it shall be entitled to exercise its rights hereafter as if such relaxation had not taken place.
12.6.          No party may cede any of its rights or delegate or assign any of its obligations in terms of this agreement without the prior written consent of the other parties.
12.7.          Unless inconsistent with the context, words signifying any one gender shall include the others, words signifying the singular shall include the plural and vice versa and words signifying natural persons shall include artificial persons and vice versa.
12.8.          Should any provision of this agreement be judged by an appropriate court of law as invalid, it shall not affect any of the remaining provisions whatsoever.
12.9.          The parties agree that any dispute that may arise from this agreement will be referred to an impartial and lawful arbitration body whose decision will be binding upon both parties.
13. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding of the Parties with respect to the subject matter contained herein and supersedes all prior agreements, whether written or oral, with respect to such subject matter.
IN WITNESS WHEREOF, Client hereby executes this Agreement as follows.
Signed at ______________________on this ______day of _________________20____
SIGNATURE _____________________________(for and on behalf of the Company)
Employer's Full Names:
WITNESS 1:    _____________________________
WITNESS 2:    _____________________________
SIGNATURE  _____________________________(Consultant)
Consultant's Legal Name:
WITNESS 1:    _____________________________
WITNESS 2:    _____________________________