Language Translation Agreement

LANGUAGE TRANSLATION AGREEMENT

This Language Translation Agreement (the "Agreement") is entered into as of by and between Client Name: with principal place of business at , and Translator Name: with principal place of business at . Client and Translator are each a Party and together the Parties.

RECITALS

WHEREAS, Client requires translation services for certain documents, materials and other content described as the "Project" and more particularly described in Section 1 and the attached project specifications; and

WHEREAS, Translator represents that it has the requisite skill, experience and capacity to perform translation services from to in accordance with the standards and deadlines set forth herein; and

WHEREAS, the Parties desire to set forth the terms and conditions upon which Translator will perform such translation services.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. SCOPE OF SERVICES

1.1 Services. Translator shall provide professional translation services (the "Services") consisting of translation, editing and proofreading of Client materials as described in the Project Description. Services shall include the delivery of translated files in the format(s) specified by Client and acceptance testing where applicable.

1.2 Language Pair and Deliverables. The Services shall be performed for the language pair identified as and shall include deliverables described in the Project Description, together with no fewer than rounds of revision as set out herein.

2. DELIVERY AND ACCEPTANCE

2.1 Delivery Schedule. Translator shall deliver the initial translation by the delivery date(s) set forth in the Project Description or, if none are provided, within business days from receipt of source materials.

2.2 Acceptance. Client shall have a period of days following delivery to review and either accept the deliverables or provide written notice of deficiencies. Translator shall promptly correct any deficiencies identified in accordance with the agreed scope at no additional cost if such deficiencies arise from failure to perform the Services in a professional manner.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Translator the fees set forth in the Order Form or, if none, as follows: a base fee of (currency: ) plus any agreed additional charges for rush service, desktop publishing, or complex formatting.

3.2 Invoicing and Payment Terms. Translator shall submit invoices to Client upon delivery of accepted deliverables or on the schedule set forth in the Order Form. Client shall pay invoiced amounts within days of receipt of invoice. Late payments shall accrue interest at the rate of per month or the maximum rate permitted by law, whichever is lower.

4. CONFIDENTIALITY

4.1 Definition. "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.

4.2 Obligations. Translator shall (a) use Confidential Information solely for the purpose of performing the Services, (b) restrict disclosure to employees, contractors and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein, and (c) implement reasonable safeguards to protect Confidential Information from unauthorized disclosure.

5. INTELLECTUAL PROPERTY

5.1 Ownership of Client Materials. Client retains all right, title and interest in and to the source materials provided to Translator and in any pre-existing materials, proprietary tools, software and templates of Client.

5.2 Ownership of Translations. Upon full payment of all fees due for a given deliverable, Translator shall assign to Client all right, title and interest in and to the final translated deliverables created specifically for Client under this Agreement. Notwithstanding the foregoing, Translator retains ownership of its general know-how, methodologies, routines, glossaries and other background materials which Translator may license to Client on a perpetual, nonexclusive, royalty-free basis as necessary for Client's use of the deliverables.

6. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

6.1 Mutual Representations. Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

6.2 Translator Warranty. Translator warrants that the Services will be performed in a professional manner consistent with generally accepted industry standards for translation services. Translator does not warrant that translations will be error-free in all respects or that translations will be suitable for every purpose; Client is responsible for final legal, regulatory or medical review when applicable.

6.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.2, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND TRANSLATOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Indemnification. Each Party shall indemnify and hold harmless the other Party from and against any third-party claims arising out of its breach of this Agreement, willful misconduct or gross negligence.

7.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF SECTION 4 (CONFIDENTIALITY), NEITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO TRANSLATOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. TERM AND TERMINATION

8.1 Term. This Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated in accordance with this Section.

8.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

8.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receiving written notice specifying the breach.

8.4 Effect of Termination. Upon termination, Client shall pay Translator for Services performed and expenses incurred up to the effective date of termination. Sections relating to payment, confidentiality, intellectual property, indemnification, limitation of liability, governing law and remedies shall survive termination.

9. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation. Notice is effective upon receipt.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

10.2 Waiver. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it in the future.

10.3 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means (including scanned or attached images) shall be effective.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

11.2 Entire Agreement. This Agreement, together with any Order Forms or attachments 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 and understandings, whether written or oral.

11.3 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and the Parties shall endeavor in good faith to replace the invalid provision with a valid provision that most nearly achieves the Parties' original intent.

12. MISCELLANEOUS

12.1 Subcontracting. Translator may engage qualified subcontractors to perform portions of the Services provided that Translator remains responsible for the performance of such subcontractors and for compliance with this Agreement.

12.2 Relationship of Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship or agency between the Parties.

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