Translation Memorandum of Understanding

Translation Memorandum of Understanding

Parties

Recitals

WHEREAS, Client Name: requires professional translation services for certain documents and communications; and

WHEREAS, Translator Name: represents that it has the skill and capacity to perform such translation services in the languages and subject matters specified below; and

WHEREAS, the parties desire to set forth the terms and conditions under which translation work will be performed effective as of Effective Date:

Scope of Work

Translator shall provide professional translation services as described below. Services shall include translation, editing, proofreading, formatting, and delivery of the final translated files in mutually agreed formats. The specific documents, languages, deadlines, and deliverables are described in the Scope of Work field.

Payment Terms

Client shall pay Translator for the services described above in accordance with the following fee structure and schedule.

Invoices shall be submitted by Translator to Client and are payable within days of receipt unless otherwise agreed in writing. Unpaid amounts outstanding beyond the due date shall accrue interest at the rate of percent per month (or the maximum lawful rate, if lower).

Delivery, Acceptance and Revisions

Translator will deliver draft and final translations in the formats agreed in the Scope of Work. Client shall complete review and notify Translator of any material issues within business days after delivery. Translator shall correct material errors at no additional charge for up to rounds of revision; additional revisions may be billed at the agreed hourly or per-word rate.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means all non-public information, including but not limited to documents, source materials, trade secrets, personal data, and business information disclosed for translation. The receiving party shall (i) use Confidential Information solely for the purposes of performing this Memorandum of Understanding, (ii) restrict disclosure to employees, subcontractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) protect Confidential Information with at least the same degree of care as it protects its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that is (a) publicly known through no breach by the receiving party, (b) rightfully received from a third party without similar restrictions, or (c) independently developed without use of the other party's Confidential Information. Upon termination or written request, receiving party shall return or certify destruction of Confidential Information, except to the extent retention is required by law or to maintain records of work performed.

Intellectual Property

Unless otherwise agreed in writing, Client retains ownership of the source materials provided to Translator. Upon full payment of fees due, Translator grants Client an irrevocable, non-exclusive, worldwide license to use the final translated deliverables for the purposes set forth in this Memorandum of Understanding. Translator warrants that the deliverables will not infringe third-party rights and that Translator has sufficient rights to grant the license herein. Translator may retain copies of the deliverables for archival and quality-control purposes but will not exploit the translated materials beyond the license granted to Client.

Term and Termination

This Memorandum of Understanding shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Memorandum for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of 15 days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination.

Governing Law and Dispute Resolution

This Memorandum shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to negotiate in good faith to resolve disputes and, if unresolved, to submit disputes to mediation prior to pursuing litigation. Nothing in this section shall prevent a party from seeking injunctive or other equitable relief in a court of competent jurisdiction.

Entire Agreement; Amendment

This Memorandum of Understanding, including any attachments or statements of work incorporated by reference, 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 written or oral. No modification or amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party shall assign its rights or obligations under this Memorandum without the prior written consent of the other party, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision is held unenforceable, the remainder shall remain in full force and effect.

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