Business Document Subtitle Alignment

Business Document Subtitle Alignment

Parties and Effective Date

This Business Document Subtitle Alignment Agreement (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, the Service Provider is engaged in the business of providing document alignment, editorial, and technical-subtitle services and has expertise in aligning subtitles and metadata to business documents and deliverables; and

WHEREAS, the Client requires professional alignment of document subtitles and related metadata to ensure consistent presentation across the Client's business documents and publications; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will provide such services to the Client.

Scope of Work

The Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The scope includes alignment of subtitle text, formatting, timing adjustments, quality assurance, and delivery of aligned files in mutually agreed formats.

Payment Terms

In consideration for the services, the Client shall pay the Service Provider in accordance with the terms set forth below.

If any undisputed amount is not paid within days after the due date, interest shall accrue at the lesser of or the maximum rate permitted by applicable law. The Client shall also be responsible for reasonable collection costs.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party no fewer than days prior to the intended termination date. Termination for material breach shall be effective upon written notice if the breaching party fails to cure the breach within thirty (30) days after receipt of notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall: (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

The obligations of confidentiality shall continue for a period of years from the date of disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations, Warranties, and Indemnity

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. The Service Provider warrants that services will be performed in a competent and professional manner. The Client shall indemnify and hold the Service Provider harmless from any third-party claims arising from Client-provided materials that infringe third-party rights or violate law.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing in accordance with this Section. Notices shall be deemed given upon personal delivery, confirmed overnight courier, or three (3) days after deposit in the U.S. mail, first-class, postage prepaid.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. Any disputes arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that state, and each party consents to the exclusive jurisdiction of such courts.

This Agreement, together with any exhibits, schedules, and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment to this Agreement is effective unless in a writing signed by both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided that the assigning party remains liable for performance. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

The parties agree to cooperate in good faith to implement this Agreement and to execute such further documents and take such further actions as may be necessary to carry out the intent of this Agreement.

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