AGREEMENT FOR COPYEDITING SERVICES

By submitting the Request for Copyediting Services form you agree to the following terms for copyediting services by Paul M Ruden (the “Editor”) to the party on whose behalf the Request for Copyediting Services (the “Services”) is submitted (the “Client”).

ARTICLE 1 - SCOPE OF WORK

 

1.1 Nature of Services. (1) Client will provide Editor with the text to be reviewed by email to pmruden@icloud.com; the submission will include the Word Count and 50 percent of the charges based on Word Count; (2) the text will be in MS Word format or any other text format commonly in use, provided the text can be copied into MS Word format. The text to be reviewed may also be provided by links to the text, provided the text to be reviewed is clearly identified within the linked material; (3) Editor will review the text using the Track Changes tool in MS Word, and return to Client by email (a) the original text in MS Word format, with the tracked changes identified, and (b) the clean text in MS Word format with all tracked changes accepted. 

 

ARTICLE 2 – PAYMENT FOR COPYEDITING SERVICES

 

2.1 Compensation. Services of Editor shall be compensated on a per-word-reviewed basis at a rate of $ .05 (5 cents) per word. Final Word Count shall be determined by the Word Count tool in MS Word shall be final and binding on Editor and Client.

 

2.2 Payments -- The deposit and final payment may be made through either PayPal or Zelle as the Client prefers.

 

2.3 Completion of Services --When the copy editing is complete, Editor will return the edited text as provided in Section 1.1, along with a statement for the balance, that is due and payable within 15 days of receipt by Client.

 

2.4 Overdue Payments -- Overdue payments will incur interest at the rate of 1.5 percent on the unpaid balance per calendar day, cumulative and compounded until paid. If collection of unpaid balances should become necessary, Client will pay all of Editor’s attorneys’ fees and costs of collection including court fees.

 

ARTICLE 3 – ENGAGEMENT OF COPYEDITING SERVICES

 

3.1 Other Services -- In addition to or in lieu of the Copyediting Services provided for herein, Client may engage Editor for original writing/re-writing services on mutually agreed  terms, including  the nature of such work and the compensation.  

 

3.2 Management of Relationship. Only the person submitting the Request for Copyediting Services form and any other person named therein may direct the work of Editor. Such persons are the only persons with whom Editor will deal and to whom Editor will disclose the work product.

 

3.3 Standard of Conduct. (a) Editor shall conform to the highest professional standards of work and business ethics. For a period of one year from completion of services under this agreement, Editor shall use his best efforts to avoid working for any person or entity that would have an actual or potential conflict of interest with Client. In any event, Editor shall maintain the nature and content of all materials and work product edited under this Agreement in the strictest confidence except to the extent that such material is in the public domain or available to the public, such as text on a website. (b) Upon Client’s written request, Editor will promptly return all Client information disclosed hereunder and will retain no copy or summary.

 

3.4 Copyright/Trademark Ownership: Provided that timely and full payment is made as set out in Article 2 above, Editor disclaims any legal or equitable copyright, trademark, or other intellectual property interest in the work product he creates under this agreement and waives any claim for same. All legal interests in such work product shall belong to the Client or Client’s business.

 

3.6 Rights and Works for Hire. All copyrightable works shall be deemed to be "works for hire" within the meaning of current U.S. copyright law, and all copyright in each of such works shall vest solely in Client at the time the work is created. 

 

ARTICLE 4 – EDITOR’S LEGAL STATUS

 

4.1 Independent Contractor. Editor and Client are not partners, affiliated parties, or joint venturers.  Neither party will have the authority to bind the other party.  Editor is an independent contractor and not an employee of Client or Client’s business and is not entitled to any employee benefit thereof. Editor shall exercise sole control and discretion regarding the way Editor’s services are rendered. Editor is not authorized to speak for, represent, or obligate Client or Client’s business in any manner without the prior express written direction from Client.

 

4.2 Tax Treatment. Client will not withhold for tax purposes any sums from the payments made to Editor hereunder, except as required of Client or Client’s business by express rule, regulation, or law applicable to independent contractors.  Editor will be solely responsible for his own taxes. Editor agrees to comply fully with all tax and reporting requirements applicable to Editor, including without limitation applicable federal, state, and local reporting requirement. When necessary to facilitate issuance of Forms 1099 or other documents as may be legally required, Editor will confidentially provide Client with Editor’s social security number which may not be disclosed to third parties.

 

4.3 Employment of Others by Editor. Editor states that it is his intention and expectation to personally perform all services under this Agreement. Editor does not have the right to subcontract hereunder without Client’s prior written consent.

 

4.4 Liability for Third Party Services. Client accepts no responsibility for providing services, equipment or transportation involved in completing the engagement.

 

ARTICLE 5 - COMPENSATION FOR CONSULTING SERVICES

5.1 Compensation. Upon completion of the engagement, Editor shall provide Client by email a detailed statement of compensable work performed. and, if applicable, reimbursable expenses attributable to the engagement, accounting for any deposit made. Client will pay such statements not later than 15 days after receipt of the statement.

5.2 Reimbursement. No expenses of Editor shall be reimbursable by Client unless there is an agreement specifically to do so. Any such expenses shall be billed without markup. All statements for reimbursable expenses shall be accompanied by receipts or other similar documents showing the amount, vendor, and date of the charges.

 

ARTICLE 6 - TERM AND TERMINATION

 

6.1 Term. This Agreement shall be effective as of the date that Client provides the Request for Copyediting Services form and shall continue in full force and effect until the work product is provided to Client and full and final compensation is provided to Editor. Client may cancel the services or terminate this Agreement at any time, effective upon written notice to Editor for any or no reason whatsoever, in which event (a) ongoing editing services and related costs shall be stopped as soon as possible upon receipt of a notice of termination by Editor, and (b) all editing charges, time charges and reimbursable expenses incurred prior to actual termination of services shall be billed within 15 days of receipt of the termination notice and paid by Client as provided in Article 2 above.

 

6.2 Waiver of Breach. The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.

 

ARTICLE 7 – The copyright to all content on this website, including this agreement, is owned by the Editor and is subject to enforcement under the Copyright Laws of the United States for injunctive relief and damages for unauthorized copying or other use. Any permission to use the content on this website must be in writing and signed by the Editor.

 

ARTICLE 8 – GENERAL TERMS

 

8.1 Communication. Editor and Client shall communicate notices and other submissions by email using the addresses stated in the Request for Copyediting Services.

 

8.2 Applicable Law.  This Agreement will be governed by the laws of the District of Columbia, excluding the conflict of laws, whose courts shall have exclusive jurisdiction and venue over any matter arising hereunder. If any part of it is held to be unenforceable, then the remainder will be given effect to the extent that it remains reasonable to do so.

8.3 Amendments. The terms and conditions of this Agreement, including any attachment hereto, may only be changed, deleted, or modified by the parties by a written agreement between them shown by exchange of emails.

8.4 Force Majeure. Unless otherwise expressly agreed to the contrary, neither party shall be responsible to the other party for acts, omissions or delays which are the result of force majeure events as that term is commonly understood in law, including but not limited to illness related to the COVID-19 pandemic. nor for any other events beyond the lawful and commercially reasonable control of the party seeking relief under this section for same.  A party seeking relief under this section must promptly notify the other party of the occurrence of such an event.

8.5 Entire Agreement. This agreement is the entire agreement and understanding between the parties regarding the subject matter and it supersedes and replaces all discussions, communications, and understandings between them with respect to this subject matter.  There are no promises, undertakings, commitments, or representations that are not expressly set forth in writing in this Agreement.