Application Agreement for DMV Approved Translator

Translator or Interpreter Service Agreement

Agreement made on the , between

, of

hereinafter called Translator, and

of

hereinafter called Client.

For and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Translator agrees to deliver to Client on or before a completed translation of

hereinafter called the Work.

2. The translation should be a faithful rendition of the work into English and shall neither omit anything from the original text nor add anything to it other than such verbal changes as are necessary in translating into English.

3. Fee for Services

Client agrees to pay $ as Translator's fee for the above described translation services. Client and Translator further agree:

A. The due date for payment of fees and costs under this Agreement shall be . Any payments for fees or costs not received by Translator within days of the due date will be deemed late and shall be subject to a % per month late charge. Client agrees to be responsible for Translator's costs in collecting late payments due from Client, including reasonable attorneys' fees.

B. If Client cancels or withdraws any portion of the Work prior to Translator's completion of the services agreed upon herein, Client shall pay Translator the portion of the above fee represented by the percentage of total service performed, but in any event not less than % of said fee.

C. Additional fees will be payable, to be calculated as provided below, in the event the following additional services are required: (a) investigation, inquiry, or research beyond that normal to a routine translation is required because of ambiguities in the Work; (b) additional services are required because Client makes changes in the Work after the signing of this Agreement; and /or (c) Translator is requested to make changes in the translation after delivery of the translation, because of Client's preferences as to style or vocabulary, and such changes are not required for accuracy. Such additional fees will be calculated as follows:

D. Client shall reimburse Translator for necessary out-of-pocket expenses incurred by Translator that are not a normal part of routine translation procedure, such as overnight document delivery service requested by Client, long distance telephone and telefax expenses to clarify document ambiguity, and any other reasonably incurred out of pocket expenses.

4. Client's Review of Translation

Upon receipt of the translation from Translator, Client shall promptly review it, and within (e.g., 30) days after receipt shall notify Translator of any requested corrections or changes. Translator shall correct, at no cost to Client, any errors made by Translator.

5. Confidentiality

All knowledge and information expressly identified by Client in writing as confidential which Translator acquires during the term of this Agreement regarding the business and products of Client shall be maintained in confidentiality by Translator and, except as expressly authorized by Client in writing, shall not be divulged or published by Translator and shall not be authorized by Translator to be divulged or published by others.

7. Translation Property of Client; Copyright

Upon Client's completion of all payments provided herein, the translation of the Work shall be the property of Client. Translator has no obligation to take any steps to protect any copyright, trademark or other right of Client with respect to the Work translation, except as may be expressly otherwise provided in this Agreement. Notwithstanding the foregoing, Translator shall have the right to retain file copies of the Work.

8. Indemnification and Hold-harmless by Client

Client agrees to indemnify and hold Translator harmless from any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) which Translator may incur based on information, representations, reports, data or product specifications furnished, prepared or approved by Client for use by Translator in the work performed under this Agreement.

9. Change by Others

Translator shall have no responsibility whatever as to any changes in the translation of the Work made by persons other than Translator.

10. Limitation of Liability

Translator shall not be liable for any incidental, special, or consequential damages or loss of any nature whatsoever, nor for any claim against Client by any other person or entity, arising from or relating to services rendered by Translator regardless of the nature of the claim or the form of the cause of action, whether in contract or in tort, or otherwise.

11. Representations and Warranties

Translator represents and warrants that he/she shall translate the Work in a manner consistent with his/her standard production procedures. Client represents and warrants (i) that Client owns or is licensee of the Work and all components thereof, and (ii) that translation of the Work and publication, distribution, sale or other use of the Work shall not infringe upon any copyright, trademark, patent, or other right of any third party. Translator does not warrant that or make any representation that the translated Work will be error free regarding accuracy and correctness.

12. Termination

In the event that Client breaches this Agreement, Client shall have the right to terminate whereupon Client shall pay the full purchase price provided hereunder for the services completed and for all work in progress, but in any event not less than 40% of the total purchase price. In the event that Translator breaches this Agreement, Client shall have the right to terminate whereupon Translator shall return to Client the Work and all data related to the Work supplied by Client together with all translated product that exists as of the date of termination. Neither party shall be deemed to be in breach or default of any provision of this Agreement by reason of a delay or failure in performance due to any causes beyond their control.

13. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

14. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

15. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

16. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

17. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

18. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

19. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

WITNESS our signatures as of the day and date first above stated.