GENERAL SERVICE AGREEMENT

THIS GENERAL SERVICE AGREEMENT (the "Agreement") is dated this ________ day of

________________, ________.

CLIENT

______________________

______________________________

(the "Client")

CONTRACTOR

DraftWell Reading & Editing

843 W 1470 N, Clinton, UT 84015, USA

(the "Contractor")

BACKGROUND

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set

forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged,

the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement)

agree as follows:

SERVICES PROVIDED

TERM OF AGREEMENT

The Client is of the opinion that the Contractor has the necessary qualifications, experience and

abilities to provide services to the Client.

A.

The Contractor is agreeable to providing such services to the Client on the terms and conditions

set out in this Agreement.

B.

The Client hereby agrees to engage the Contractor to provide the Client with the following

services (the "Services"):

• Editor reviews and provides notes and commentary on each client's manuscript and/or

pages..

1.

The Services will also include any other tasks which the Parties may agree on. The Contractor

hereby agrees to provide such Services to the Client.

2.

The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain

in full force and effect until the completion of the Services, subject to earlier termination as

provided in this Agreement. The Term may be extended with the written consent of the Parties.

3.

4. In the event that either Party wishes to terminate this Agreement prior to the completion of the

​Services, that Party will be required to provide one day's written notice to the other Party.

The Parties agree to do everything necessary to ensure that the terms of this Agreement take

effect.

5.

Except as otherwise provided in this Agreement, all monetary amounts referred to in this

Agreement are in USD (US Dollars).

6.

7. The Contractor will charge the Client a flat fee for the Services (the "Compensation").

8. A deposit (the "Deposit") is payable by the Client upon execution of this Agreement.

9. For the remaining amount, the Contractor will invoice the Client when the Services are complete.

10. Invoices submitted by the Contractor to the Client are due upon receipt.

In the event that this Agreement is terminated by the Client prior to completion of the Services

but where the Services have been partially performed, the Contractor will be entitled to pro rata

payment of the Compensation to the date of termination provided that there has been no breach

of contract on the part of the Contractor.

11.

12. The above Compensation includes all applicable sales tax and duties as required by law.

The Contractor will not be reimbursed for any expenses incurred in connection with providing the

Services of this Agreement.

13.

Confidential information (the "Confidential Information") refers to any data or information relating

to the business of the Client which would reasonably be considered to be proprietary to the

Client including, but not limited to, accounting records, business processes, and client records

and that is not generally known in the industry of the Client and where the release of that

Confidential Information could reasonably be expected to cause harm to the Client.

14.

The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose,

any Confidential Information which the Contractor has obtained, except as authorized by the

Client or as required by law. The obligations of confidentiality will apply during the Term and will

survive indefinitely upon termination of this Agreement.

15.

All written and oral information and material disclosed or provided by the Client to the Contractor

under this Agreement is Confidential Information regardless of whether it was provided before or

16.

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OWNERSHIP OF INTELLECTUAL PROPERTY

RETURN OF PROPERTY

CAPACITY/INDEPENDENT CONTRACTOR

RIGHT OF SUBSTITUTION

after the date of this Agreement or how it was provided to the Contractor.

All intellectual property and related material, including any trade secrets, moral rights, goodwill,

relevant registrations or applications for registration, and rights in any patent, copyright,

trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is

developed or produced under this Agreement, is a "work made for hire" and will be the sole

property of the Client. The use of the Intellectual Property by the Client will not be restricted in

any manner.

17.

The Contractor may not use the Intellectual Property for any purpose other than that contracted

for in this Agreement except with the written consent of the Client. The Contractor will be

responsible for any and all damages resulting from the unauthorized use of the Intellectual

Property.

18.

Upon the expiration or termination of this Agreement, the Contractor will return to the Client any

property, documentation, records, or Confidential Information which is the property of the Client.

19.

In the event that this Agreement is terminated by the Client prior to completion of the Services

the Contractor will be entitled to recovery from the site or premises where the Services were

carried out, of any materials or equipment which is the property of the Contractor or, where

agreed between the Parties, to compensation in lieu of recovery.

20.

In providing the Services under this Agreement it is expressly agreed that the Contractor is

acting as an independent contractor and not as an employee. The Contractor and the Client

acknowledge that this Agreement does not create a partnership or joint venture between them,

and is exclusively a contract for service. The Client is not required to pay, or make any

contributions to, any social security, local, state or federal tax, unemployment compensation,

workers' compensation, insurance premium, profit-sharing, pension or any other employee

benefit for the Contractor during the Term. The Contractor is responsible for paying, and

complying with reporting requirements for, all local, state and federal taxes related to payments

made to the Contractor under this Agreement.

21.

Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's

absolute discretion, engage a third party sub-contractor to perform some or all of the obligations

of the Contractor under this Agreement and the Client will not hire or engage any third parties to

assist with the provision of the Services.

22.

23. In the event that the Contractor hires a sub-contractor:

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AUTONOMY

EQUIPMENT

NO EXCLUSIVITY

NOTICE

INDEMNIFICATION

• the Contractor will pay the sub-contractor for its services and the Compensation will

remain payable by the Client to the Contractor.

• for the purposes of the indemnification clause of this Agreement, the sub-contractor is

an agent of the Contractor.

Except as otherwise provided in this Agreement, the Contractor will have full control over

working time, methods, and decision making in relation to provision of the Services in

accordance with the Agreement. The Contractor will work autonomously and not at the direction

of the Client. However, the Contractor will be responsive to the reasonable needs and concerns

of the Client.

24.

Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s

own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and

any other items or parts necessary to deliver the Services in accordance with the Agreement.

25.

The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free,

during and after the Term, to engage or contract with third parties for the provision of services

similar to the Services.

26.

All notices, requests, demands or other communications required or permitted by the terms of

this Agreement will be given in writing and delivered to the Parties at the following addresses:

• ______________________

______________________________

• DraftWell Reading & Editing

843 W 1470 N, Clinton, UT 84015, USA

or to such other address as either Party may from time to time notify the other, and will be

deemed to be properly delivered (a) immediately upon being served personally, (b) two days

after being deposited with the postal service if served by registered mail, or (c) the following day

after being deposited with an overnight courier.

27.

Except to the extent paid in settlement from any applicable insurance policies, and to the extent

permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party,

28.

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ADDITIONAL CLAUSE

MODIFICATION OF AGREEMENT

TIME OF THE ESSENCE

ASSIGNMENT

ENTIRE AGREEMENT

ENUREMENT

TITLES/HEADINGS

GENDER

and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted

successors and assigns against any and all claims, losses, damages, liabilities, penalties,

punitive damages, expenses, reasonable legal fees and costs of any kind or amount

whatsoever, which result from or arise out of any act or omission of the indemnifying party, its

respective directors, shareholders, affiliates, officers, agents, employees, and permitted

successors and assigns that occurs in connection with this Agreement. This indemnification will

survive the termination of this Agreement.

Contractor may only cancel contract on terms listed on site/in individual communication. Client

may cancel contract, but is not entitled to a refund once any work has begun. Any work

completed before cancellation is due to be delivered to the client.

29.

Any amendment or modification of this Agreement or additional obligation assumed by either

Party in connection with this Agreement will only be binding if evidenced in writing signed by

each Party or an authorized representative of each Party.

30.

Time is of the essence in this Agreement. No extension or variation of this Agreement will

operate as a waiver of this provision.

31.

The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its

obligations under this Agreement without the prior written consent of the Client.

32.

It is agreed that there is no representation, warranty, collateral agreement or condition affecting

this Agreement except as expressly provided in this Agreement.

33.

This Agreement will enure to the benefit of and be binding on the Parties and their respective

heirs, executors, administrators and permitted successors and assigns.

34.

Headings are inserted for the convenience of the Parties only and are not to be considered when

interpreting this Agreement.

35.

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GOVERNING LAW

SEVERABILITY

WAIVER

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this

________ day of ________________, ________.

______________________ (Client)

DraftWell Reading & Editing

Per: (Seal)

Officer's Name: __________________________

Words in the singular mean and include the plural and vice versa. Words in the masculine mean

and include the feminine and vice versa.

36.

This Agreement will be governed by and construed in accordance with the laws of the State of

Utah.

37.

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable

in whole or in part, all other provisions will nevertheless continue to be valid and enforceable

with the invalid or unenforceable parts severed from the remainder of this Agreement.

38.

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this

Agreement by the other Party will not be construed as a waiver of any subsequent breach of the

same or other provisions.

39.

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