Legal Localisation Quote

Legal Localisation Quote

This Legal Localisation Quote ("Quote") is entered into as of Effective Date: by and between Provider Name: with principal place of business at and Client Name: with principal place of business at .

RECITALS

WHEREAS, Provider offers specialised legal localisation services including translation, cultural adaptation, legal validation, and jurisdictional compliance review of contracts, policies, and other legal materials; and

WHEREAS, Client requires Provider to perform localisation services for the project identified as Project Reference: ; and

WHEREAS, the parties desire to set forth the scope, fees, deliverables, and terms governing the provision of such services in this Quote.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF SERVICES

1.1 Provider will perform legal localisation services as described in the Deliverables. Deliverables shall include translation, terminology alignment, legal format adaptation, and jurisdictional annotation as required by Client for the target jurisdiction(s).

1.2 Summary of scope:

2. DELIVERABLES AND TIMING

2.1 Provider shall deliver the following items and associated delivery dates. Client acknowledges that timing is dependent on receipt of source materials and Client approvals.

Anticipated completion date:

3. FEES, EXPENSES AND PAYMENT

3.1 Fees for the services shall be calculated as set out below. Fees do not include applicable taxes unless expressly stated.

3.2 Payment Terms: Client shall pay invoices within days of invoice date. A non-refundable deposit of % of the Total Payable is due upon acceptance of this Quote.

4. CHANGE ORDERS AND ADDITIONAL WORK

4.1 Any request for changes in scope or additional services shall be documented in a written Change Order specifying the adjusted scope, schedule and fees. Provider shall not be required to commence Change Order work until Client has approved the Change Order in writing or via email.

5. CONFIDENTIALITY

5.1 Each party shall keep confidential all non-public information of the other party disclosed in connection with this Quote and the services, including source documents and translations. Confidential information shall not include information that is or becomes publicly available through no breach by the receiving party.

5.2 Provider shall require any subcontractors or reviewers engaged to comply with confidentiality obligations consistent with this Clause.

6. INTELLECTUAL PROPERTY

6.1 As between the parties, Client retains all right, title and interest in and to the source materials provided to Provider. Provider grants to Client a worldwide, perpetual, transferable license to the deliverables upon full payment of all fees; provided, however, that Provider retains the right to use general experience, know-how and non-confidential methodologies developed while performing the services.

6.2 Provider represents that, to the best of its knowledge, the deliverables will not infringe third-party intellectual property rights, and Provider will, at its expense, defend and indemnify Client against claims arising from alleged infringement attributable to Provider's work product.

7. WARRANTIES; LIMITATION OF LIABILITY

7.1 Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for legal localisation. Provider does not warrant that any translated material will satisfy the rules, practices, or interpretations of any particular court or governmental authority.

7.2 Except for breach of confidentiality or indemnity obligations, in no event shall either party's aggregate liability under this Quote exceed the Total Payable actually received by Provider for the services giving rise to the claim. Neither party shall be liable for consequential, incidental, or punitive damages.

8. INDEMNIFICATION

8.1 Provider shall indemnify and hold Client harmless from third-party claims to the extent arising from Provider's gross negligence or willful misconduct in performing the services. Client shall indemnify Provider for claims arising from Client's materials or instructions.

9. TERM; TERMINATION

9.1 This Quote shall commence on the Effective Date and continue until completion of the Deliverables unless earlier terminated. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after written notice.

9.2 Upon termination, Client shall pay Provider for work performed through the effective date of termination and reasonable costs incurred in winding down the work.

10. NOTICES

All notices required or permitted under this Quote shall be in writing and delivered to the addresses set forth below or such other address as a party may designate in writing.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law: This Quote shall be governed by and construed in accordance with the laws of the jurisdiction agreed by the parties. Governing jurisdiction:

11.2 Entire Agreement: This Quote constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals and communications, whether written or oral.

11.3 Severability: If any provision of this Quote is held invalid or unenforceable, the remainder of the Quote shall remain in full force and effect.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 No amendment to this Quote shall be effective unless in writing and signed by both parties. Waiver of any breach shall not constitute waiver of subsequent breaches. This Quote may be executed in counterparts and signatures delivered electronically shall be binding.

ACCEPTANCE

The parties indicate their acceptance of this Quote by signature below. By signing, Client acknowledges that Provider's services are localisation services and do not constitute legal advice; Client is responsible for seeking independent legal advice where required.

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