Language Agreement Template

LANGUAGE SERVICES AGREEMENT

This Language Services Agreement (the Agreement) is entered into as of by and between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client requires professional language services, including but not limited to translation, interpretation, proofreading, editing and localization (collectively, Services); and

WHEREAS, Provider has the qualifications, personnel and expertise to provide the Services and is willing to perform the Services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision and payment for the Services.

SCOPE OF WORK

Provider shall perform the Services described below. The scope shall include deliverables, target languages, specifications, formatting, and any required certifications or notarizations. Any changes to the scope must be agreed in writing and may affect schedule and fees.

PAYMENT TERMS

Fees for Services shall be as set forth below. All fees are payable in United States dollars unless otherwise agreed in writing. Unless otherwise stated, all sums payable are exclusive of taxes which are the responsibility of the paying party as required by law.

Late payments shall bear interest at the lesser of (i) or (ii) the maximum rate permitted by law. In addition, Provider may suspend delivery of Services until all past due amounts are paid. Client shall also be responsible for reasonable collection costs and expenses.

TERM AND TERMINATION

This Agreement shall commence on the Start Date set forth below and shall continue through the End Date unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for convenience with days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed through the effective date of termination and for any non-cancellable commitments made by Provider in connection with the Services.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with the Services, including source materials, business plans, technical information and personal data. Recipient shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) restrict disclosure to employees or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

The obligations herein shall not apply to information that is or becomes publicly known through no breach by Recipient, or that is rightfully received from a third party without restriction. Upon termination or upon Client's written request, Provider shall return or securely destroy Client Confidential Information and certify such destruction if requested. Confidentiality obligations survive termination for a period of five (5) years, except that trade secrets remain protected for so long as they qualify as trade secrets.

INTELLECTUAL PROPERTY

Subject to full payment of all amounts due under this Agreement, Provider hereby assigns to Client all right, title and interest in and to the final delivered translation(s) and other deliverables created specifically for Client under this Agreement. Provider retains the right to use its general linguistic knowledge, techniques, methodologies and pre-existing materials, provided no Confidential Information or Client-specific deliverables are disclosed.

Provider warrants that, to the best of Provider's knowledge, the deliverables will not infringe any third-party intellectual property rights. Client shall indemnify and hold Provider harmless from claims arising from Client-provided source materials that infringe third-party rights or are unlawful in content.

DELIVERY, ACCEPTANCE AND REVISIONS

Provider shall deliver the Services in accordance with the delivery schedule set forth in the Scope of Work. Client shall have days from delivery to review and either accept or provide written requests for reasonable revisions. Provider will perform up to rounds of revisions included in the Fee. Additional revisions shall be billed at Provider's prevailing hourly or per-word rates.

WARRANTIES AND LIMITATION OF LIABILITY

Provider represents that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER FOR THE SPECIFIC SERVICES GIVING RISE TO THE LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

INDEPENDENT CONTRACTOR; SUBCONTRACTING

Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, joint venture or agency relationship between the parties. Provider may engage qualified subcontractors to perform Services provided Provider remains responsible for compliance with this Agreement and for payment of subcontractors.

FORCE MAJEURE

Neither party shall be liable for delay or failure to perform its obligations to the extent such delay or failure is caused by events beyond its reasonable control, including acts of God, natural disaster, governmental action, labor disputes, or failures of telecommunications or internet providers. The time for performance shall be extended for the period of the force majeure.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the county of the governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals and communications. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above (or to such other address as either party may designate by notice). Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree that monetary damages may be inadequate to remedy a breach of confidentiality or intellectual property provisions and that injunctive relief may be sought in addition to other remedies. This Agreement may be executed in counterparts, each of which shall be deemed an original.

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