TRANSLATION SERVICES AGREEMENT
***Other agreed upon terms, stipulations, or contracts may aggregate to or supersede the following terms of service.
This Translation Services Agreement (this “Agreement”) dated ___________(the “Effective Date”) is by and between INWHATLANGUANGE, LLC, a Utah limited liability company (“TRANSLATOR”) with offices at 3007 South West Temple, Suite L, Salt Lake City, Utah 84115, and _____________, a ___________ based company (“CLIENT”) with offices at _______________________. Translator and Client shall hereinafter collectively be referred to as (“Parties”) and individually as (“Party”).
WHEREAS, CLIENT wishes to utilize the professional translation services rendered by Translator and Translator is willing and capable of providing such services on the terms and conditions set forth below, NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
Section 1: Duties and Responsibilities of the parties
1.1 Services. Translator will provide Services as described in Exhibit A (“Services”) to Client. Translator may use qualified subcontractors under its supervision for completion of the Services.
1.2 Estimated Completion Date. Any estimated completion date given under this Agreement and any Exhibits attached hereto or related to any Service is an estimate only and is not guaranteed. Estimated completion dates, delivery methods and delivery formats are each described in Exhibit A.
1.3 Additional Work. If Client requests work in addition to that specifically enumerated in Section 1.1, an additional fee will be required in accordance with Section 2. Additional Work may include any alterations to the Source Files (as defined in Exhibit A), the addition of other source files, a requested completion date sooner than the Estimated Completion Date, alterations to the Finished Product when such alterations are based on preference as to style, formatting or typesetting, or vocabulary choices, and additional research required by the Translator because of ambiguities in the Source Files.
1.4 Client’s Review of the Finished Product. Upon receipt of the translated or otherwise completed Source Files (hereinafter referred to as “Finished Product”), Client has 60 days to notify Translator of any requested corrections or changes. Translator will correct, at no cost to Client, any Hard Errors and Minor Cultural Corrections. For the purposes of this Section, “Hard Errors” include typos, punctuation, or grammar corrections and “Minor Cultural Corrections” include minor cultural, country-specific, or other idiomatic or subjective language corrections that may be identified by end-users of the Finished Product. All other requested changes will incur an Additional Fee. After 60 days following delivery of the Finished Product, any and all requested changes will require an Additional Fee.
Section 2: FEES AND PAYMENT TERMS
2.1 Fee for Services and Payment Terms. Client agrees to pay the Translator’s Fee as specified in Exhibit A (“Translator’s Fee”). Client agrees to pay Translator the Translator’s Fee under the payment terms and due dates as described in Exhibit A.
2.2 Method of Payment. Payment may be made via credit card through the following link http://inwhatlanguage.com/about/payment. Payment may also be made via company check or bank wire. Please contact Translator for wiring instructions.
2.3 Additional Fees. In addition to the Translator’s Fee, Client agrees to pay Translator an additional fee for additional work as described in Section 1.3. Translator may provide Client with a quote stating the estimated additional fees, or, if no quote is provided, additional work will be billed to Client at the per hour rate specified in Exhibit A. Additional fees will be paid in accordance with this Section 2.
2.4 Additional Costs. Client agrees to reimburse Translator for costs incurred by Translator at Client’s request including but not limited to costs for overnight document delivery and long distance telephone and telefax expenses to clarify Source File ambiguity. Additional Costs will be invoice to Client and will be paid in accordance with this Section 2.
2.5 Delinquent Payments. Interest rates will apply to any past due amounts at the lesser of 5% per month or the maximum rate permitted by applicable law, whichever is greater. Payments by Client will be applied first to accrued interest and then to the unpaid principal balance. Client agrees to pay any attorney fees, court costs, or other costs incurred in collection of delinquent accounts. Translator may suspend its work on the Services until all past due amounts plus interest are paid.
SECTION 3: TERM
3.1 Term. The Services will commence on the Effective Date and will continue until sixty (60) days after the Finished Product files were delivered to Client.
3.2 Cancellation by Client. If Client desires to cancel this Agreement or to withdraw any portion of the Source Files prior to Translator’s completion of the Services, then, in consideration of Translator’s scheduling and/or fulfilling, Client agrees to pay Translator the portion of the Translator’s Fee represented by the percentage of total work performed, but in any event not less than 30% of the total Translator’s Fee. The entire payment due under this Section must be paid prior to the delivery of any Finished Product.
SECTION 4: CONFIDENTIALITY AGREEMENT and INTELLECTUAL PROPERTY
4.1 Confidential Agreement. Translator and Client recognize and acknowledge that each has Confidential Information that is valuable, special, and unique. Access to and knowledge of such Confidential Information may be essential to the performance of this Agreement. Accordingly, during the term of this Agreement and for an indefinite period thereafter, both Parties agree to hold in strict confidence all Confidential Information of the other and will not disclose or use Confidential Information of the other except to the extent that such disclosure or use is reasonably necessary to the performance under this Agreement. Translator further warrants that each of its subcontractors working under this Agreement will be required to sign and abide by the terms of a Confidentiality, Non-Disclosure and Non-Circumvention Agreement. For the purposes of this Agreement, the term “Confidential Information” includes all knowledge and information that Translator may receive from Client, or by virtue of the performance of Services under this Agreement, relating to inventions, products, processes, customers, machinery, apparatus, prices, discounts, costs, business affairs, future plans, or technical data that belong to Client; all other information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such; and any and all financial, commercial, technical, engineering or other information in written, oral, visual, or electronic form concerning the business and affairs of either Party.
4.2 Works Made for Hire. Once Translator has received full payment as provided in this Agreement, any Finished Product created under this Agreement will be deemed a “commissioned work” and “work made for hire” to the greatest extent permitted by law and Client will be the sole owner of the Finished Product and any works derived therefrom. Translator has no obligation to take any steps to protect any copyright, trademark or other right of Client with respect to the Finished Product, except as may be expressly otherwise provided in this Agreement. Notwithstanding the foregoing, Translator may retain file copies of the item(s) to be translated and of the Finished Product but is not required to do so.
SECTION 5: MISCELLANEOUS
5.1 Indemnification. Client agrees to indemnify and hold harmless Translator from and against all actual or threatened liabilities, penalties, actions, judgments, suits, claims, attorney’s fees, or expenses of any kind that arise out of information, representations, reports, data or product specifications furnished, prepared or approved by Client for use by Translator under this Agreement.
5.2 Changes by Others. Translator shall have no responsibility whatever as to any changes in the Finished Product made by persons other than Translator.
5.3 No Employee Agreement. The Parties agree that each are independent business entities and their relationship is that of independent contractor not that of employee/employer.
5.4 Limitation on Liability and Damages. Translator and its respective directors, members, managers, officers, shareholders, employees, agents, contractors, and service providers shall not be liable to Client for any indirect, incidental, special or consequential damages, including without limitation, loss of profits, loss of anticipated savings and loss of data.
5.5 Governing Law and Venue. This Agreement will be construed and enforced in accordance with the laws of the State of Utah, without giving effect to the principles of conflicts of law.
5.6 Entire Agreement and Amendments. This Agreement, together with all exhibits and other attachments, constitutes the entire contract between the Parties and supersedes all previous contracts, agreements, promises, proposals, representations, understandings, and negotiations, whether written or oral, between the Parties respecting the subject matter hereof. Any changes to this Agreement must be in writing signed by both parties. Any disagreement between this Agreement and its Exhibits will be resolved according to this Agreement.
5.7 Construction. The Parties agree that each has participated equally in the formation of this Agreement and that the language or terms and conditions of this Agreement shall not be presumptively construed against either party.
5.8 Severability. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their duly authorized representatives as of the Effective Date.
Translator Signature: ______________________ Client Signature: __________________________
Print Name: Print Name:______________________________