Hebrew Language Document Template

HEBREW LANGUAGE DOCUMENT TEMPLATE

This General Business Agreement (the "Agreement") is entered into as of by and between Provider Name: , and Client Name: . Provider and Client are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Provider is engaged in the business of providing Hebrew language services including translation, transcription, proofreading, and cultural localization; and

WHEREAS, Client desires to retain Provider to perform certain Hebrew language services described in this Agreement, and Provider is willing to perform such services subject to the terms and conditions set forth herein.

WHEREAS, the Parties intend to set forth their respective rights and obligations with respect to the services, payment, confidentiality, and ownership of deliverables.

SCOPE OF WORK

PAYMENT TERMS

Late payments shall accrue interest at a rate of percent per month (or the maximum rate permitted by law), calculated daily from the date due until paid. In addition, Client shall reimburse Provider for reasonable collection costs.

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

CONFIDENTIALITY

Each Party acknowledges that in connection with this Agreement it may receive Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or by its nature would reasonably be considered confidential. Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement, (ii) is received from a third party without breach of an obligation of confidentiality, or (iii) is independently developed without use of the disclosing Party's Confidential Information.

Each Party agrees to (a) use Confidential Information solely for purposes of performing obligations under this Agreement, (b) protect 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), and (c) not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than this Agreement.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider grants Client a perpetual, non-exclusive, worldwide license to use the final deliverables for the purposes specified in this Agreement upon full payment. Provider retains the right to use non-confidential techniques, know-how, and general skills acquired or developed in performing the services. Any pre-existing Provider materials remain the property of Provider.

WARRANTIES AND LIMITATIONS

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or appendices executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

ADDITIONAL TERMS

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