Localization Document Template

LOCALIZATION DOCUMENT TEMPLATE

This Localization Services Agreement ("Agreement") is entered into as of by and between the following parties:

RECITALS

WHEREAS, Client requires professional localization services to adapt content for use in specified target markets, including but not limited to translation, cultural adaptation, formatting, and functional testing of localized materials; and

WHEREAS, Service Provider possesses the experience, linguistic resources, technological tools, and quality assurance processes necessary to perform localization services for Client; and

WHEREAS, the parties wish to set forth the terms by which Service Provider will perform such services and the terms for payment, delivery, acceptance, confidentiality, and ownership of localized deliverables.

SCOPE OF WORK

Acceptance: Client shall review each deliverable within days of receipt and either accept the deliverable or provide written, itemized comments detailing any deficiencies. Provider shall complete up to rounds of revisions to address accepted deficiencies at no additional charge unless additional scope is agreed in writing.

PAYMENT TERMS

Total Fee: payable in accordance with the schedule below. All fees are denominated in unless otherwise agreed in writing.

Invoicing & Payment: Provider shall submit invoices in accordance with the payment schedule. Client shall pay all undisputed invoices within days of receipt. Late payments shall accrue interest at per month on the unpaid balance, or the maximum rate permitted by law, whichever is lower.

Taxes: Responsibility for all sales, value-added, withholding, or other taxes arising from the payments shall be borne by .

TERM AND TERMINATION

Term: This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated pursuant to this section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Upon termination, Client will pay Provider for all accepted work performed through the effective date of termination and any reasonable wind-down costs expressly agreed in writing.

Termination for Cause: Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure the breach within days after written notice specifying the nature of the breach.

CONFIDENTIALITY

Each party shall hold in strict confidence all Confidential Information disclosed by the other party and shall not disclose or use such information except as necessary to perform under this Agreement. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, is rightfully received from a third party without obligation of confidentiality, or is independently developed without use of Confidential Information. Confidentiality obligations shall survive termination for a period of years.

INTELLECTUAL PROPERTY

Ownership: Except for pre-existing materials, Provider assigns to Client all right, title and interest in and to the final localized deliverables upon full payment (including copyrights), and shall execute documents reasonably necessary to effectuate such assignment. Provider retains ownership of Provider's pre-existing tools, glossaries, templates, software, and methodologies (collectively "Provider Materials"), which are licensed to Client on a non-exclusive, non-transferable, royalty-free basis solely to use the deliverables as intended by this Agreement.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth in this Agreement, Provider disclaims all other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or infringement of intellectual property rights, neither party shall be liable for special, incidental, consequential, or punitive damages. Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict-of-law principles. Any disputes will be resolved as set forth below or as otherwise agreed in writing by the parties.

ENTIRE AGREEMENT

This Agreement, including any statements of work or exhibits executed under it, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by notice. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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