Language Services Contract

LANGUAGE SERVICES CONTRACT

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

Service Provider:   Address:

Client:   Address:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing translation, interpretation, localization, editing, and related language services and has represented that it possesses the skill, experience, and qualifications necessary to perform language services for the Client; and

WHEREAS, Client desires to retain Service Provider to provide language services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth their entire agreement regarding the provision of such services.

SCOPE OF WORK

Services shall include translation, proofreading, editing, and any additional deliverables specifically listed in the Description of Services. Deliverables will be provided in the file formats and according to technical specifications agreed in writing between the parties prior to commencement of work.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay invoices within days of invoice date. Invoices will specify tasks completed, hours or word counts, and any reimbursable expenses.

Client shall also reimburse reasonable costs of collection, including attorneys' fees, for any amounts past due.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Either party may terminate without cause upon prior written notice of days to the other party. Termination does not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form related to business operations, trade secrets, client materials, source documents, translations, and technical specifications. Each receiving party shall (a) use Confidential Information only for the performance or receipt of services under this Agreement; (b) restrict disclosure to employees or contractors who have a need to know and who are bound to confidentiality obligations at least as protective as those herein; and (c) 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.

Confidential Information does not include information that (i) is or becomes publicly available through no wrongful act of the receiving party, (ii) was already known to the receiving party prior to disclosure as evidenced by written records, (iii) is rightfully obtained from a third party without restriction, or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY AND DELIVERABLES

Subject to full payment of all fees due under this Agreement, Service Provider assigns to Client all right, title, and interest in and to the final translated deliverables. Service Provider retains the right to use general skills, ideas, knowledge, and non-confidential methodologies developed or used in providing services. Any pre-existing materials or proprietary tools of Service Provider remain the exclusive property of Service Provider and are licensed to Client only as necessary to use the deliverables.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, AND THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State specified below without regard to its conflict of law provisions:

MISCELLANEOUS

Entire Agreement: This Agreement, including all exhibits and statements of work signed 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 and communications, whether oral or written.

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets.

Amendments: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employer-employee relationship, partnership or joint venture between the parties.

Notices: Notices required or permitted hereunder must be delivered in writing to the addresses set forth above or to such other address as a party may specify in writing, and will be deemed given upon personal delivery, confirmed electronic delivery, or three business days after deposit with a nationally recognized carrier.

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