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Writer Terms & Conditions 

 

Last updated: December 2017

These are the Terms and Conditions that are to be agreed on by the Writer and Done by Friday effective upon the Writer's acceptance of an assignment. 

Writer Contract

On the extension of an offer to contract for an assignment and the Writer's acceptance, the Writer agrees to deliver the Writer Services in accordance with the following agreements (collectively, the "Writer Terms and Conditions"):

Responsibilities and performance:

  • Engaging Partners has final oversight and acceptance of satisfactory Writer services in accordance with these Terms and Conditions.
  • The Writer is responsible for the performance and quality of the Writer services.
  • The Writer agrees to provide his/her own computer equipment, tools, and other materials at their own expense.
  • The Writer services commence and terminate on the dates specified in the assignment brief, unless both the Writer and Engaging Partners otherwise agree prior to the assignment deadline.
  • The Writer shall submit a draft of the assignment to Engaging Partners on the date specified by Engaging Partners.
  • The Writer shall allow for up to 2 rounds of revisions within the price quoted for the assignment and be entitled to perform these edits.

Independent contractor relationship

  • The Writer is:
    (a) not the agent of Engaging Partners
    (b) not authorised to make any representation, contract, or commitment on behalf of Engaging Partners
    (c) not an employee, therefore not entitled to any of the benefits that Engaging Partners makes available to its employees, such as group insurance, profit-sharing or retirement benefits (and waives the right to receive any such benefits) and
    (d) is solely responsible for all tax returns and payments required to be filed with or made to any authority with respect to the Writer's performance of services and receipt of fees under the Writer Contract.

Ownership of assignment and Intellectual Property

  • The Writer agrees that each submission is a work made for hire. Upon acceptance of the Writer's submitted content and complete payment by Engaging Partners any Intellectual Property Rights in the submission will become the sole and exclusive property of Engaging Partners and/or the client of Engaging Partners. 
  • If the Writer has any rights to Intellectual Property not owned by Engaging Partners and/or the client of Engaging Partners, upon the Writer's submission, the Writer hereby automatically irrevocably assigns to Engaging Partners and/or the client of Engaging Partners all rights, title and interest worldwide in and to such Intellectual Property Rights.
  • Except as set forth below, the Writer retains no rights to use Intellectual Property and agrees not to challenge the validity of Engaging Partners or Engaging Partners' clients ownership of such Intellectual Property Rights.

Competitive or conflicting work

The Writer agrees, during the term of the Writer Contract, not to enter into a Contract or accept an obligation that is inconsistent or incompatible with the Writer's obligations under the Writer Contract. The Writer further agrees not to disclose to, deliver to, or induce Engaging Partners to use any confidential information that belongs to anyone other than Engaging Partners or the Writer.

Non-solicitation

During the term of the Writer Contract, and for a period of one year immediately thereafter, the Writer agrees not to solicit any client of Engaging Partners either directly or on behalf of any other business enterprise.

For a period of one year following the termination of the Writer Contract, the Writer shall not, directly or indirectly, disclose to any person, firm or corporation the names or addresses of any of the clients of Engaging Partners or any other information pertaining to them.

The Writer shall not call on, solicit, take away, or attempt to call on, solicit, or take away any client of Engaging Partners on whom the Writer has called or with whom the Writer has became acquainted with during the term of the Writer Contract, as the direct or indirect result of the relationship with Engaging Partners.

Confidential Information

The Writer agrees that during the term of the Writer Contract and after, except as expressly authorised in writing by Engaging Partners, the Writer:
(a) will not use or permit the use of Confidential Information (as defined below) in any manner or for any purpose not expressly set forth in the Writer Contract; and

(b) will not disclose or publish any Confidential Information to any third party without first obtaining Engaging Partners' express written consent on a case-by-case basis.

Confidential Information means all information related to Engaging Partners and/or the client of Engaging Partners' business and its actual or anticipated research and development or related to a Submission delivered or agreed to be delivered from the Writer to Engaging Partners, including:

(i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques;

(ii) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; and

(iii) information designated by Engaging Partners, either in writing or orally, as Confidential Information. It is understood that the Writer is free to use information that is generally known in the trade or industry, information that is not gained as a result of a breach of the Writer Contract, and the Writer's own skill, knowledge, know-how, and experience. Confidential Information shall not include information that was known to the Writer prior to Engaging Partners' disclosure or that becomes publicly available through no fault of the Writer.

Writer representations and warranties

The Writer hereby represents and warrants that the submission will be an original work of the Writer.

Indemnification

The Writer will defend, indemnify, and hold harmless Engaging Partners, its affiliates, licensees (in particular, any clients that contracted Engaging Partners for the Assignment concerning the Submission at issue), directors, employees, agents and advisors against any damage, cost, loss or expense arising from a claim, suit or proceeding brought against Engaging Partners.

Termination

Either party may terminate the Writer Contract in connection with an assignment immediately in the event that the other party has breached the Writer Contract and fails to cure it within twenty days of receipt of written notice sent by the non-breaching party, setting out in reasonable detail the nature of the breach.

Engaging Partners may also terminate the Writer Contract immediately in its sole discretion in the event of an assigned Writer's breach of the sections titled "Ownership of assignment and Intellectual Property" and "Confidential Information."

Exclusions and Limitations Liability

Except for a violation involving confidential information, in no event shall either the Writer or Engaging Partners be liable to the other for any special, indirect, consequential, incidental or punitive damages pursuant to the Writer Contract, including, loss of profits, loss of business opportunities or loss of goodwill, even if advised of the possibility of such damages. 

Specific billing & payment policies for Writers

How to Bill for Services Using the Payment Service:
Upon acceptance of the Writer's final submission, the Writer is to submit an invoice to Engaging Partners stating the supplied Purchase Order reference.

Timing of payments:
Engaging Partners shall pay the Writer on the 20th of the month following the invoice date.

No partial payment:
Engaging Partners shall not compensate the Writer (in whole or in part) for any submission rejected by Engaging Partners or the client of Engaging Partners. If such submission is rejected by Engaging Partners or the client of Engaging Partners, the Writer will retain any Intellectual Property Rights in the submission.

General Provisions

Governing law, venue and attorneys' fees:
This agreement shall be governed by the laws of New Zealand. Any claim or dispute relating to this agreement between Writer and Engaging Partners (including their respective assignees, affiliates, attorneys and/or agents), or their relationship, shall be resolved exclusively by the courts of New Zealand.

No assignment:
The Writer Contract, and the party's rights and obligations herein, may not be assigned or otherwise transferred by either party without the other's prior written consent. The terms of the Writer Contract will be binding upon assignees.

Notices:
Each party must deliver all notices or other communications required or permitted under the Writer Contract to the other party at the contact information identified in these terms.

Injunctive relief:
The Writer acknowledges that, because its services are personal and unique and because the Writer will have access to Confidential Information of Engaging Partners, any breach of the Writer Contract by the Writer would cause irreparable injury to Engaging Partners for which monetary damages may not be an adequate remedy and, therefore, will entitle Engaging Partners to injunctive relief (including specific performance).

Waiver:
Any waiver or failure to enforce any provision of the Writer Contract on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Entire agreement:
The Writer Contract is the final, complete and exclusive agreement of the parties with respect to the subject matters covered and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to the Writer Contract, or any waiver of any rights under the Writer Contract, will be effective unless accepted by the Writer and Engaging Partners.

Contacting Us:
If you have any questions or complaints regarding these Terms, please send them via email to sonia.slattery@engagingpartners.co