Business Localization Template

BUSINESS LOCALIZATION AGREEMENT

This Business Localization Agreement (the Agreement) is made effective as of Effective Date: by and between Client Name: , with principal place of business at (Client), and Service Provider Name: , with principal place of business at (Service Provider).

WHEREAS

WHEREAS, Client operates business operations that require translation, cultural adaptation, and technical localization of content, products or services into one or more target languages and territories; and

WHEREAS, Service Provider possesses the professional expertise, personnel and resources to provide localization, linguistic quality assurance, engineering integration and related services; and

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

SCOPE OF WORK

PAYMENT TERMS

Total Fee (fixed or estimated): Currency:

Invoicing Terms:

Late Payment Fee:   Outstanding Disputes: Payment for undisputed portions is required notwithstanding any disputed items.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement upon providing Notice Period (days): days prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments properly incurred. Service Provider shall deliver completed work and any work-in-progress in a format reasonably requested by Client.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated confidential or by its nature should reasonably be considered confidential.

Obligations: Receiving party shall (i) use Confidential Information only for performance of its obligations under this Agreement, (ii) restrict disclosure to personnel with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that is or becomes generally known through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the other's Confidential Information.

Duration: Confidentiality obligations shall continue for Confidentiality Period (years): following termination or expiration of this Agreement.

Return or Destruction: Upon written request, receiving party shall return or destroy the disclosing party's Confidential Information. Choose option: Return    Destroy

INTELLECTUAL PROPERTY

Pre-Existing Materials: Each party retains all right, title and interest in its pre-existing materials, tools, software and methodologies. Nothing in this Agreement grants the other party any rights to such pre-existing intellectual property except as expressly provided.

Ownership of Deliverables: Subject to Client's payment in full of all amounts due, Service Provider assigns to Client all right, title and interest in and to the final localized deliverables specifically produced for Client under this Agreement. Service Provider retains the right to use generalized knowledge, anonymized data and lessons learned for its business purposes.

CHANGE ORDERS AND SCOPE CHANGES

Any change to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties, specifying the change, impact on schedule and additional compensation, if any.

DATA SECURITY AND PRIVACY

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Venue for any dispute shall be the state or federal courts located in the agreed jurisdiction.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence or breach of confidentiality, neither party shall be liable for incidental, consequential, special or punitive damages. Each party's aggregate liability under this Agreement shall not exceed the total fees paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

This Agreement, together with all exhibits and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of all or substantially all assets.

Notices: Notices under this Agreement shall be delivered to the billing or primary contact information set forth above or to such other address as a party may specify in writing.

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