All content appearing on this Web site is the property of:
P. O. Box 100964 Palm Bay, FL 32910-0964
Copyright © 2010 Professional Publications. All rights reserved. As a user, you are authorized only to view, copy, print, and distribute documents on this Web site so long as (1) the document is used for informational purposes only, and (2) any copy of the document (or portion thereof) includes the following copyright notice: Copyright © 2010 Professional Publications. All rights reserved.
This agreement is between you (Client) and Professional Publications, (Contractor). By accepting, you agree to these terms and conditions. This agreement contains clauses, which protect both you and the Contractor.
Contractor will provide the Services purchased as described in the product description.
3. Work Product
The result of Contractor's performance of Services for Client (i.e. edited manuscript, formatted book, or book cover design).
4. Time for Performance
Contractor agrees to perform the Services within thirty (30) days of purchase, unless another timeframe is agreed to by both parties.
5. Schedule of Payments
Payment may be made in full at the time of purchase or in installment payments. A minimum of one third (33.333%) of the total purchase price is required at the time of purchase before work will commence. The second installment (33.333%) will be due when the Contractor has completed the Service(s) requested and Work Product is ready for review. The final payment is due when Client's adjustments and corrections have been made and the product is ready for publication.
6. Terms of Payment
Contractor shall be paid according to the Schedule of Payments above. After initial invoice/payment, Contractor will submit invoices accord to the Schedule of Payments. Work product will be released when payment is received.
7. Late Fees
Late payments by Client shall be subject to late penalty fees of 0.5% per month from the due date until the amount is paid.
8. Limited Liability
This provision allocates the risks under this Agreement between Contractor and Client. Contractor's pricing reflects the allocation of risk and limitation of liability specified below.
Contractor's total liability to Client under this Agreement for damages, costs and expenses shall not exceed the compensation received by Contractor under this Agreement.
NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR THE OTHER'S LOST PROFITS, OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.
9. Equipment and Supplies
Contractor, at Contractor's expense, will provide all equipment, tools and supplies necessary to perform the contractual services.
Contractor will be responsible for all expenses required for the performance of the contractual services.
11. Terminating the Agreement
This agreement will become effective when accepted by the Client and will terminate on the earlier of the date Contractor completes the services required by this Agreement or the date a party terminates the Agreement as provided below:
With reasonable cause, either party may terminate this Agreement effective immediately by giving written notice of termination for cause. Reasonable cause includes:
• A material violation of this Agreement, or
• Client's failure to pay Contractor's fees as provided in this agreement, where Contractor has demanded payment, in writing, and has not received payment at least 15 days after the date that such demand was sent to Client.
Contractor shall be entitled to full payment for services performed prior to the date this Agreement is terminated.
12. Independent Contractor Status
The parties intend Contractor to be an independent contractor in the performance of the services. Contractor and Client agree to the following rights consistent with an independent contractor relationship.
• Contractor will have the right to control and determine the methods and means of performing the contractual services.
• Contractor has the right to perform services for others during the term of this Agreement.
• Contractor has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement.
• Client shall not require Contractor or Contractor's employees or subcontractors to devote full time to performing the services required by this Agreement.
• Neither Contractor nor Contractor's employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay or other fringe benefit plan of Client.
13. State and Federal Taxes
Client will not:
(a) withhold Social Security and Medicare taxes from Contractor's payments or make such tax payments on Contractor's behalf, or
(b) withhold state or federal income tax from Contractor's payments or make state or federal unemployment contributions on Contractor's behalf.
Contractor will pay all applicable taxes related to the performance of services under this contract. This includes income, Social Security, Medicare and self-employment taxes.
If a dispute arises, the parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected.
The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, either party may take the matter to court.
15. No Partnership
This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other's behalf.
16. Additional Agreements
Client and Contractor additionally agree that:
Contractor agrees not to disclose any confidential information and waives any rights to the final Work Product.
Client agrees to indemnify and hold the Contractor harmless from any loss or liability arising from the publication of the book.
17. Entire Agreement
This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings.
18. Successors and Assignees
This agreement binds and benefits the heirs, successors and assignees of the parties.
All notices must be in writing. A notice may be delivered to a party at the address that listed on the website or provided at the time of purchase. A notice may be delivered:
• in person
• by certified mail, or
• by overnight courier.
20. Governing Law
This agreement will be governed by and construed in accordance with the laws of the state of Florida.
This agreement may be modified only by a written agreement signed by the parties.