Read the contract before you're in one

A full-length memoir (specimen)

How to read this document. Every clause below is written twice. Under each heading, the set-apart line is what the clause means, in plain words. The paragraph beneath it is the clause itself, and it is the part that binds you. Where the two could be read differently, the paragraph governs. Capitalized words have the meanings given in Section 15.

This agreement (the "Agreement") is between ‹the client's name› ("Client") and ‹the writer's name› ("Writer"), and takes effect on the date Client accepts it.

1.PARTIES AND THIS AGREEMENT

Who is bound by this, and who is not.

1.1THE PARTIES

Client and Writer. The writer is an independent contractor, not an employee.

Client and Writer are the parties to this Agreement. Writer performs the Services as an independent contractor. Nothing in this Agreement creates an employment, partnership, agency or joint venture relationship between Client and Writer, save for the limited agency described in Section 5.4.

1.2NOTABLE AUTHORS IS NOT A PARTY

The platform is not in this contract and does not sign it.

Notable Authors operates the platform through which the parties met and through which this engagement is administered (the "Platform"). Notable Authors is not a party to this Agreement and does not execute it. It is referred to only where the mechanics require it, namely the funding, holding and release of Stage Payments under Section 5, and the Problem Report process under Section 13, which the parties agree to use.

1.3THE PLATFORM IS NOT A BANK

When we say a stage payment is held, we mean it waits in the writer's own account at the payment processor.

Notable Authors is not a bank and does not act as a stakeholder for either party. Where this Agreement provides that a Stage Payment is held, that Stage Payment waits in Writer's own account at the Payment Processor, under the arrangement described in Section 5, and does not move until this Agreement provides that it moves.

1.4WHICH DOCUMENT WINS

Platform terms first, then this agreement, then the writer's own terms.

The Platform's terms of service (the "Platform Terms") govern the parties' accounts, the mechanics of money, reviews and Problem Reports. Where the Platform Terms and this Agreement conflict, the Platform Terms prevail. Where this Agreement and any terms added by Writer under Section 12 conflict, this Agreement prevails.

2.THE WORK

What is being written, what the price includes, and the standard Writer works to.

2.1WHAT IS BEING WRITTEN

This is what the engagement covers.

This engagement covers the writing of the full manuscript described below.

2.2SCOPE AND DELIVERABLES

The description of the work the parties agreed.

Writer will write the work described below (the "Work"), and will deliver it in the Stages set out in Section 5.1:

2.3WHAT THE FIXED PRICE INCLUDES

The interviewing, the writing, the editing, and 2 round(s) of revisions. That is the whole of it.

The Price includes the interviewing, writing and editing described in Section 2.2, together with 2 Revision Round(s). Work beyond that allowance is agreed as a Change Order under Section 8, priced by Writer, and is not assumed.

2.4INTERVIEW TIME

Up to 10 hour(s) of interviews are included.

The Price includes up to 10 hour(s) of interviews. Time beyond that allowance is agreed between the parties before it is spent.

2.5WHEN IT IS MEANT TO BE FINISHED

The target date, and Section 7.4 says what moves it.

No final delivery date has been fixed. The timeline is subject to Section 7.4.

2.6THE STANDARD WRITER WORKS TO

Reasonable skill and care, in the voice the parties agreed. No promise that the book gets published or earns anything.

Writer will write the Work personally, with reasonable skill and care, in the voice and direction agreed between the parties. Writer makes no representation or warranty that the Work will be published, represented, reviewed favorably, or that it will generate any revenue.

3.THE WRITER CLIENT CHOSE IS THE WRITER WHO WRITES

No handing the book to a stranger, and what support is still allowed.

3.1NO SUBCONTRACTING WITHOUT WRITTEN PERMISSION

Client is hiring this writer. Nobody else writes the book without Client saying so in writing, by name.

Writer will not subcontract, delegate or outsource the writing of the Work, in whole or in part, to any person without Client's prior written permission, given in respect of that person by name.

3.2ORDINARY SUPPORT IS STILL ALLOWED

A transcription service, a proofreader or an assistant is fine. They are bound by the confidentiality clause and Writer stays responsible for them.

Section 3.1 does not restrict Writer's use of services that do not write the Work, including transcription services, proofreading and administrative assistance. Any person given access to Client's material is bound by Section 9 as if that person were Writer, and Writer remains responsible for their acts and omissions.

3.3ARTIFICIAL INTELLIGENCE MAY NOT WRITE THE BOOK

No AI-generated manuscript. AI for research, transcription and editing is allowed, and Writer says which tools they use.

Writer will not use any artificial intelligence or machine learning tool to generate the Work or any part of it. Writer may use such tools for research, transcription and editing assistance, and will disclose to Client which tools are used and for what purpose. This mirrors the rule the Platform Terms apply to every writer on the Platform.

4.REVISIONS

How many rounds, what a round is, and the question the platform will not answer.

4.1THE INCLUDED ROUNDS

2 round(s). A round is one consolidated set of comments on one delivered stage.

Client is entitled to 2 Revision Round(s) within the Price. A "Revision Round" means one consolidated set of comments on one delivered Deliverable, gathered by Client and submitted at one time. The Platform records Revision Rounds as they are spent.

4.2BEYOND THE INCLUDED ROUNDS

Once they are spent, further revision is a change order.

Revision requested after the included Revision Rounds are spent is a Change Order under Section 8.

4.3THE PLATFORM WILL NOT JUDGE THE WRITING

Whether the prose is good enough is not the platform's question. That judgment is the parties'.

On a Problem Report the Platform reviews what this Agreement requires, what was delivered, whether the process in this Agreement was followed, and how many Revision Rounds remain. The Platform does not form a view on the literary quality of any Deliverable, and neither party should expect it to.

5.PRICE, STAGE PAYMENTS, HOLDING AND RELEASE

What the book costs, how it is paid, where the money waits, and what releases it.

5.1THE PRICE AND THE STAGES

The total, and the stages it is divided into.

The total fixed price for the Work is $78,000 (the "Price"), payable in the following Stages:

5.2THE TOTAL IS FROZEN

The total and the schedule are fixed when Client accepts. Changing either takes a change order signed by both.

The Price and the Stage schedule are fixed on Client's acceptance of this Agreement. Neither may be varied except by a Change Order under Section 8 executed by both parties.

5.3FUNDING A STAGE PAYS WRITER FOR IT

Once the platform has the money, Client has paid for that stage, whatever happens next.

Client funds one Stage at a time by card through the Platform. Client's obligation to Writer in respect of a Stage is discharged when Notable Authors receives the Stage Payment for that Stage, and Client bears no further liability to Writer for that Stage regardless of what subsequently occurs between Notable Authors, the Payment Processor and Writer.

5.4THE PLATFORM COLLECTS FOR WRITER

Client paying the platform is Client paying the writer.

Writer appoints Notable Authors as Writer's agent for the limited purpose of (a) collecting Stage Payments from Client, and (b) Returning them to Client where this Agreement requires it. Payment to Notable Authors constitutes payment to Writer.

5.5WHERE THE MONEY WAITS

In Writer's own account at the payment processor, held, unable to be paid out until release. Not in an account the platform owns.

On funding, the Stage Payment is transferred immediately to Writer's own connected account at the Payment Processor, on which payouts are held, and no payout may be made from it until the Stage Payment is Released under Section 5.6 or Returned under Section 5.9 or 5.10. No Stage Payment is at any time held in an account owned by Notable Authors.

5.6RELEASE

Released when Client approves the stage, or 7 days after delivery if Client says nothing.

A Stage Payment is Released to Writer on the earlier of:

1. (a)Client approving that Stage; and
2. (b)7 days after Client is notified that the Deliverable for that Stage has been delivered, provided that within that period Client has not approved the Stage, requested a Revision Round, or submitted a Problem Report.

5.7APPROVAL IS FINAL

Client cannot take back an approval, and the platform will not reverse a released payment.

By approving a Stage, Client (a) instructs Notable Authors to Release the Stage Payment for that Stage to Writer, and (b) represents that Client has received and accepted the Deliverable for that Stage. Approval is irrevocable. Following Release, the Stage Payment is the property of Writer, and any subsequent disagreement regarding that Stage is a matter between Client and Writer.

5.8THE PLATFORM FEE

11.9231% of each stage payment, which is the Platform's schedule of 15% of the first $30,000 of a book and 10% of the rest applied to this contract. The rest is Writer's. The rate is frozen when Client accepts.

Notable Authors retains a Platform Fee of 15% of the first $30,000 of a book and 10% of the rest. On this Agreement that is 11.9231% of the Price, and Notable Authors retains 11.9231% of each Stage Payment. The balance is Writer's. The rate is fixed on Client's acceptance of this Agreement, and a subsequent change to the Platform's published schedule does not affect this Agreement. A Change Order under Section 8 is charged at the same rate.

5.9A STAGE FUNDED BUT NEVER DELIVERED

Writer gives it back, through the platform, out of what is still held. It is not the platform returning money that was still Client's.

Where a Stage is funded and the Deliverable for it is not delivered, Writer authorizes Notable Authors, as Writer's agent under Section 5.4, to return the held Stage Payment to Client out of the held funds (a "Return"). A Return is Writer repaying Client through Writer's agent, and is not Notable Authors returning money of which Client remained the owner.

5.10WHEN A STAGE GOES STALE

Ninety days undelivered past its date, then fourteen more days of silence, and the held stage goes back to Client.

Where a funded Stage remains undelivered ninety days after its target date, the Platform notifies both parties. Where neither party has acted within a further fourteen days, the held Stage Payment is Returned to Client under Section 5.9. A Stage that has not been funded is never owed by Client.

5.11TAXES

Each party handles their own. Writer is not an employee and nothing is withheld.

Each party is responsible for their own taxes. Writer is not an employee of Client or of Notable Authors, and no amount paid to Writer is subject to withholding.

5.12NOTHING OFF THE PLATFORM

Pay for the book through the platform. Settling elsewhere costs the engagement its paid-in-full standing.

The Price is payable through the Platform. Settling any part of the Price directly is a breach of the Platform Terms by whichever party proposes it, and costs the engagement its Paid in Full standing.

6.COPYRIGHT AND OWNERSHIP

When the book becomes Client's, and what happens to the stages that were never paid.

6.1CLIENT ENDS UP OWNING THE BOOK

This section says exactly when, and how.

This Section governs ownership of the Work and of every intellectual property right in it.

6.2WORK MADE FOR HIRE, SO FAR AS THE LAW ALLOWS

We recite this because the law expects it, and we do not rely on it. The next clause is the mechanism.

To the extent the Work qualifies as a work made for hire under the United States Copyright Act, the Work is a work made for hire and Client is its author. The parties acknowledge that a book written by an independent contractor is unlikely to fall within any of the categories the Copyright Act permits for commissioned works, and they do not rely on this Section. Section 6.3 is the operative mechanism.

6.3ASSIGNMENT, STAGE BY STAGE

On the release of each stage's payment, that stage's work becomes Client's. Immediately, unconditionally, and without any further document.

On Release of the Stage Payment for a Stage, Writer hereby assigns to Client, immediately, unconditionally and irrevocably, all right, title and interest in the copyright and every other intellectual property right in the Deliverables for that Stage, throughout the world, for the full term of those rights and any renewal or extension of them. This assignment takes effect on Release without any further document, signature or payment.

6.4WHAT THAT MEANS IN PRACTICE

Pay for three stages of five and Client owns those three. Pay for all of them and Client owns all of it. A returned stage assigns nothing.

A Client who has funded and Released three of five Stages owns the Deliverables of those three Stages. A Client who has funded and Released every Stage owns the whole of the Work. Where a Stage Payment is Returned under Section 5.9 or 5.10, that Stage was not Released and nothing in it is assigned.

6.5SIGNED IN WRITING

Writer's electronic signature on this agreement is the signature the law requires for the assignment.

Writer executes this Agreement, including the assignment in Section 6.3, electronically on proposing it, and Client on accepting it. The parties agree that an electronic signature satisfies any requirement that an assignment of copyright be in writing and signed by the assignor. Writer will execute any further document Client reasonably requires to record or register the assignment, at Client's cost, and Client may execute such a document on Writer's behalf where Writer has not done so within thirty days of written request.

6.6MORAL RIGHTS

Writer gives up the right to be named as author and the right to object to changes, as far as the law allows.

Writer waives, to the fullest extent permitted by law, all moral rights and all rights of attribution and integrity in the Work, and agrees not to assert any such right against Client or any person deriving rights from Client. Where such a right cannot be waived, Writer agrees not to enforce it.

6.7THE LICENSE UNDERNEATH

Writer's own research and notes stay Writer's, but where they are carried into a paid stage Client gets a permanent right to use them and finish the book.

Writer's research, notes, outlines, interview transcripts, methods and pre-existing material ("Writer Background Material") remain Writer's, and this Agreement does not assign them. Where any Writer Background Material is incorporated into a Stage that has been funded and Released, Writer grants Client a perpetual, worldwide, irrevocable, royalty-free, sub-licensable license to use, copy, adapt, publish and make derivative works from that material, for the purpose of using, completing, publishing and exploiting the Work. This license exists so that a Client who owns some but not all of the Stages may complete the book.

6.8BEFORE RELEASE

Delivery is not assignment. A delivered stage that has not been paid out assigns nothing.

Until a Stage Payment is Released, Writer retains copyright in the Deliverables for that Stage. Delivery does not effect an assignment.

6.9NO SHARE IN THE PROCEEDS

Writer does not share in advances, royalties, speaking fees or film deals, unless Writer's own terms say so and Client accepted them.

Writer does not share in any speaking fee, consulting fee, publishing advance, royalty, film or television deal, or any other revenue Client earns from the Work or from anything derived from it, unless Writer's terms under Section 12 provide otherwise and Client has accepted them.

6.10WHAT CLIENT BRINGS

Client's story, materials, documents and recordings stay Client's. Writer gets a license to use them for this book only.

Client retains all right, title and interest in the story, materials, documents and recordings Client provides ("Client Materials"). Client grants Writer a limited, non-exclusive, revocable license to use the Client Materials solely for the purpose of writing the Work. That license terminates on the termination of this Agreement, save to the extent Writer must retain records under Section 9.6.

6.11CLIENT'S PROMISE ABOUT CLIENT'S MATERIAL

Client confirms the material is Client's to give, and that the book as Client directs it does not to Client's knowledge defame anyone.

Client represents that Client has the right to provide the Client Materials, and that the Work as directed by Client does not, to Client's knowledge, defame any person or invade any person's privacy. Where Writer identifies a concern of that kind, Writer will raise it with Client. Writer is not Client's attorney and nothing in this Agreement makes Writer responsible for the accuracy of Client's account of Client's own life.

7.WORKING TOGETHER

What each side owes the other while the book is being written.

7.1THE FOUNDATION

The plan, the voice, the background material, and an agreed process for interviews.

The engagement proceeds from an agreed foundation comprising the plan for the book, the direction on voice and style, the background material, and an agreed process for interviews and source material.

7.2WHAT CLIENT PROVIDES

Interviews, recordings, documents and approvals in good time. If other people are giving input, Client names one person to gather it.

Client will provide interviews, recordings, documents, approvals and other source material in good time, so that the writing continues without interruption. Where persons other than Client are to review the Work or provide input, Client will designate one person to gather that input and deliver it as a single consolidated set of comments.

7.3THE REPLY CLOCK, ON BOTH SIDES

Seventy-two hours to reply while a stage is live. Miss it and the schedule moves by the time lost.

While a Stage is live, each party will respond to the other within seventy-two hours, calculated on working days. A response means a substantive reply or a date by which one will be provided. Where a party does not respond within that period, the schedule for that Stage, and Writer's target dates, move by the period of the delay.

7.4DELAYS MOVE THE DATE

Delay in interviews, material, approvals, feedback or funding moves the timeline by the length of the delay.

Delay in the provision of interviews, source material, approvals, feedback or the funding of a Stage extends the timeline by the period of the delay. Where the engagement is inactive for an extended period, resumption may require a revised plan, agreed as a Change Order.

7.5KEEP THE RECORD IN THE THREAD

Briefs, deliveries, comments and approvals go through the platform. Calls are encouraged, and what the platform cannot see it cannot weigh.

The parties will conduct the working record of the engagement, including briefs, deliveries, comments and approvals, through the Platform's messaging thread. This does not restrict communication by telephone or video, which is encouraged. Material not transmitted through the Platform cannot be taken into account on a Problem Report.

8.CHANGING THE BOOK AFTER IT STARTS

What happens when the direction changes.

8.1A MATERIAL CHANGE STOPS THE CLOCK

New audience, new structure, substantial new material or new decision makers, and the parties pause and agree what it means.

Where the direction of the Work changes materially after writing has begun, including by reason of a new audience, a new structure, substantial new material, or the introduction of persons whose approval is required, the parties will pause and agree the consequences for the schedule and the Price before continuing.

8.2A CHANGE ORDER IS SIGNED BY BOTH

Proposed in writing, priced, signed by both. Neither party can impose one.

An agreement under Section 8.1 is recorded as a change order (a "Change Order"), proposed in writing, priced, and executed by both parties. Neither party may impose a Change Order. A Change Order adds to this Agreement and cancels nothing in it.

9.CONFIDENTIALITY

The floor, the exceptions, and the fact that no other clause reduces it.

9.1THE RULE

Client's story, materials, drafts and interviews are used for one thing, which is making this book. Not repeated, not shown to anyone, not reused elsewhere.

Writer will use Client's story, the Client Materials, the drafts, the manuscript and everything disclosed in the interviews solely for the purpose of writing the Work. Writer will not disclose any of it to any person, will not permit any person to access it, and will not reuse it on any other project or in Writer's own writing.

9.2IT RUNS BOTH WAYS

Client keeps Writer's methods, materials and prices confidential too.

Client will keep confidential any information Writer discloses that is proprietary to Writer, including Writer's methods, materials and prices.

9.3IT OUTLIVES THE CONTRACT

This section binds both parties after the engagement ends, with no time limit.

This Section continues to bind both parties after the termination of this Agreement, however arising, without limit of time.

9.4THE EXCEPTIONS, SAID OUT LOUD

Writer may still show the engagement happened. Client may still leave a review. And the ordinary carve-outs.

Section 9.1 does not restrict:

1. (a)Writer showing on Writer's Platform profile that this engagement occurred, to the extent Section 10 permits;
2. (b)Client submitting a review of Writer on the Platform;
3. (c)either party disclosing information which that party can demonstrate was already public, or already known to that party free of any obligation of confidence, or which that party is required to disclose by law or by a court, having first notified the other party where lawfully able to do so; or
4. (d)either party obtaining confidential advice from that party's own attorney or accountant.

9.5NOTHING ELSE REDUCES THIS SECTION

There is no carve-out anywhere for material uploaded to the platform. Uploaded material is confidential.

No other provision of this Agreement, and no provision of any Platform document, operates to reduce the obligations in this Section. There is no exception for material uploaded to the Platform, and material uploaded to the Platform is confidential.

9.6WHEN IT IS OVER

On Client's written request Writer deletes or returns the material. Writer may keep one archival copy only as long as tax and record-keeping require.

On Client's written request following the termination of this Agreement, Writer will delete or return the Client Materials and every copy of the Work. Writer may retain one archival copy, and only for so long as Writer's own tax and record-keeping obligations require, subject to this Section. The Platform deletes its own copy of the drafts, the source material and the thread twenty-four months after the engagement closes, which is a separate period, set out in the Platform's privacy policy.

10.WHAT WRITER MAY SAY ABOUT THIS BOOK

The one thing Writer may always show, and everything that needs permission.

10.1THE BARE FACT, ALWAYS

Writer may always show that a completed engagement exists, with the review attached. Neither party can contract that away.

Writer may at all times display on Writer's Platform profile that a completed engagement with Client exists, together with the review Client submits and whether the Contract was paid in full. That record does not identify Client or the Work. Neither party may vary this Section, it being one of the matters the Platform Terms place beyond variation.

10.2THE DEFAULT: NO MORE THAN THAT

Beyond the fact of the engagement and its review, Writer names nothing and claims nothing.

Save as Section 10.3 permits, Writer will not name the Work, its title, its subject or Client, whether publicly or privately, and will not claim authorship of the Work.

10.3WHAT CAN BE ADDED, AND HOW

Title, Client's name, subject or an extract, only with Client's written permission, given for a specific use.

Writer may name the title of the Work, name Client, describe its subject, or use an extract of it as a sample, only with Client's written permission. Permission is given in respect of a specified use, in writing, through the Platform, and Client may impose conditions on it. Where Client grants permission, the Platform will reflect it on Writer's profile.

10.4CREDIT ON THE BOOK ITSELF

Either no credit at all, or the credit line the parties agreed.

Writer takes no authorship credit on the Work and will not represent publicly that Writer wrote it.

10.5SURVIVAL

Section 10.1 survives the end of this agreement, provided at least one stage was released.

Section 10.1 survives the termination of this Agreement, however arising, provided the engagement reached at least one Released Stage.

11.ENDING THE ENGAGEMENT

Walking away before it starts, stopping partway, and what each costs.

11.1BEFORE THE FIRST STAGE IS FUNDED, NOTHING IS OWED

Signing is not a booking fee. Either party may walk away and neither owes the other anything.

Before the first Stage is funded, either party may terminate this Agreement, and neither party owes the other any amount. Writer charges no cancellation or booking fee in respect of an engagement that has not been funded.

11.2CLIENT MAY STOP AT ANY TIME

Client owes nothing for stages never funded.

Client may terminate this Agreement at any time and owes nothing in respect of Stages that have not been funded.

11.3A RELEASED STAGE IS NOT RETURNED

Money already paid out to Writer stays paid out.

A Stage Payment that has been Released is not Returned.

11.4A FUNDED, UNAPPROVED STAGE STAYS HELD

It follows the ordinary approval and problem process. The money does not move until that stage is resolved.

A Stage Payment that has been funded and not approved remains held and follows the ordinary approval and Problem Report process. It does not move until that Stage is resolved.

11.5WRITER MAY STOP IF CLIENT STOPS PAYING

Thirty days late funding a due stage, or a material breach not fixed in fourteen days. Writer delivers whatever Client has paid for.

Writer may terminate this Agreement where Client is more than thirty days late in funding a Stage that is due, or where Client is in material breach and has not remedied it within fourteen days of written request. On termination under this Section, Writer will deliver the Deliverables for every Stage Client has funded.

11.6EITHER PARTY MAY STOP AT ONCE FOR SERIOUS CAUSE

Material breach that cannot be fixed, or insolvency.

Either party may terminate this Agreement immediately on the other's material breach that is incapable of remedy, or on the other's insolvency.

11.7WHAT SURVIVES

The money clauses, copyright, confidentiality, the profile right, problem reports and the general clauses.

Sections 1.3, 5.7 to 5.9, 6, 9, 10.1, 10.5, 13 and 14 survive the termination of this Agreement.

12.WRITER'S OWN TERMS

What Writer added, and what those additions cannot change.

12.1WRITER'S TERMS

Writer's own terms for this engagement, which are part of this agreement.

Writer's terms for this engagement are as follows, and form part of this Agreement:

12.2WHAT THEY CANNOT CHANGE

They yield to everything above, and four things they cannot touch at all.

Where Writer's terms conflict with any provision above, the provision above prevails. Where they conflict with the Platform Terms, the Platform Terms prevail. A term of Writer's purporting to vary (a) the manner in which Stage Payments are held and Released, (b) the conditions on which a Contract counts as paid in full, (c) the route a Problem Report takes, or (d) the confidentiality floor in Section 9, is of no effect to that extent, and the remainder of this Agreement continues in force.

13.IF SOMETHING GOES WRONG

The order, the clocks, and the limits of what the platform can decide.

13.1EACH OTHER FIRST

Raise it in the thread and try to resolve it.

The parties will raise a problem with each other first, through the Platform's thread, and attempt to resolve it.

13.2THEN THE PLATFORM

Fourteen days from the delivery it concerns. The platform answers in twenty-one.

Where the parties do not resolve the matter, either party may submit a Problem Report to Notable Authors within fourteen days of the delivery to which it relates. Notable Authors will review this Agreement, the Deliverables and the thread and will determine the Problem Report within twenty-one days.

13.3WHAT THE PLATFORM CAN DO, AND WHAT IT CANNOT

Hold, release, split or return the held stage payment, and nothing else. The decision on that money is final.

On determining a Problem Report, Notable Authors may hold, Release, apportion or Return the held Stage Payment, and may do nothing else. Its determination in respect of a held Stage Payment is final and both parties agree to be bound by it. Notable Authors has no power to determine ownership of any work, to award damages, or to determine the quality of the writing.

13.4THE COURTHOUSE STAYS OPEN

Nothing here stops either party going to court over something the platform cannot decide.

Nothing in this Section restricts either party from pursuing before a court of competent jurisdiction any claim in respect of a matter Notable Authors has no power to determine. Neither party will bring proceedings in respect of a held Stage Payment that Notable Authors has determined.

13.5NO CARD DISPUTE ON AN APPROVED STAGE

Client will not charge back a stage Client approved.

Client will not initiate a card dispute in respect of a Stage Client has approved.

14.GENERAL

Law, venue, and the closing clauses.

14.1GOVERNING LAW

New York law.

This Agreement is governed by the law of the State of New York, without regard to its conflict of laws principles.

14.2VENUE

Courts in New York, subject to the problem process.

The parties submit to the courts sitting in Queens County, New York in respect of any claim arising out of this Agreement, subject to Section 13.

14.3ENTIRE AGREEMENT

This document, the platform terms as they stood at acceptance, and any signed change order. Nothing said before it binds either party.

This Agreement, the Platform Terms as in force when Client accepted it, and any executed Change Order constitute the entire agreement between the parties. Statements made before acceptance and not recorded in this Agreement do not bind either party.

14.4SNAPSHOT

This document is recorded word for word when Client accepts it, and both parties can download that exact text afterwards.

This Agreement is recorded verbatim on Client's acceptance. Both parties may download that text at any time. A subsequent change to the Platform's templates does not alter it.

14.5NOTICES

Through the platform, to the address on each party's account.

Notices are given through the Platform to the address recorded on each party's Account.

14.6ASSIGNMENT OF THIS AGREEMENT

Neither party transfers this agreement without the other's consent, except Client to an entity Client controls or to Client's estate.

Neither party may assign or transfer this Agreement without the other's written consent, save that Client may assign it to an entity Client controls or to Client's estate.

14.7SEVERABILITY

If part of this fails, the rest stands and that part is read as narrowly as it needs to be.

If any provision of this Agreement is held unenforceable, the remainder continues in force and that provision is construed as narrowly as necessary to give it effect.

14.8NO WAIVER

Not enforcing something once does not give it up.

No failure or delay in exercising any right operates as a waiver of it.

14.9COUNTERPARTS AND SIGNATURE

Writer signs by proposing. Client signs by accepting. Both electronically.

The parties execute this Agreement electronically through the Platform. Writer executes it by proposing it and Client by accepting it.

14.10QUESTIONS BEFORE SIGNING

Neither party should sign an agreement that does not look right to them. A person reads every question.

Questions concerning any provision of this Agreement, whether before signing or later, may be submitted to the Platform through its contact page, and are read by a person. The Platform's standard text, and the procedure by which a writer proposes a change to it, is published at /standard-agreement.

15.DEFINITIONS

The capitalized words, in one place.

The following capitalized terms have the following meanings:

"Change Order" has the meaning given in Section 8.2.

"Client Materials" has the meaning given in Section 6.10.

"Deliverable" means the work product Writer is required to deliver for a Stage.

"Paid in Full" means the standing a Contract has where every Stage was funded and Released through the Platform and the conditions in the Platform Terms are met.

"Payment Processor" means Stripe.

"Platform" has the meaning given in Section 1.2.

"Platform Terms" has the meaning given in Section 1.4.

"Price" has the meaning given in Section 5.1.

"Problem Report" means a report submitted under Section 13.2.

"Release" and "Released" mean the release of a Stage Payment to Writer under Section 5.6, and "Return" and "Returned" have the meaning given in Section 5.9.

"Revision Round" has the meaning given in Section 4.1.

"Stage" means one of the stages set out in Section 5.1, each with its own Deliverable and Stage Payment.

"Stage Payment" means the amount payable by Client for a Stage.

"Work" has the meaning given in Section 2.2.

"Writer Background Material" has the meaning given in Section 6.7.