Translation Project Proposal

TRANSLATION PROJECT PROPOSAL

Client Name:   Service Provider Name:

Effective Date:

WHEREAS RECITALS

WHEREAS, Client requires professional translation and related linguistic services for documents and materials described herein (the "Project"); and

WHEREAS, Service Provider is engaged in the business of providing translation, editing, proofreading and localization services and represents that it has the qualifications, skills and personnel necessary to perform the services under this Proposal; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms, confidentiality obligations and other terms by which Service Provider will provide services to Client;

SCOPE OF WORK

PAYMENT TERMS

The parties agree that payment for the Services shall be made in accordance with the following terms:

All fees are exclusive of applicable taxes. Service Provider shall invoice Client in writing; payments are due in accordance with the payment schedule above. Final transfer of intellectual property rights (where applicable) is conditional upon full payment of all sums due.

TIMELINE AND DELIVERY

Project Start Date:   Estimated Delivery Date:

TERM AND TERMINATION

Term: This Proposal commences on the Effective Date and continues until completion of the Services or until the End Date: , unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Proposal upon written notice to the other party delivered at least days prior to the effective termination date. Termination does not relieve Client of its obligation to pay for Services performed and non-cancellable commitments incurred prior to termination.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party that is designated confidential or reasonably understood to be confidential given its nature ("Confidential Information"). Confidential Information shall not include information that: (i) is or becomes publicly available other than through breach of this obligation; (ii) was lawfully known to the recipient prior to disclosure; or (iii) is independently developed without use of Confidential Information. The recipient shall use Confidential Information solely to perform under this Proposal and shall not disclose it to third parties except to those employees or subcontractors who have a need to know and who are bound to confidentiality obligations at least as protective as those set forth herein.

Client and Service Provider acknowledge and agree to the confidentiality obligations above.

INTELLECTUAL PROPERTY AND USE RIGHTS

Upon payment in full for the Services, Service Provider assigns to Client all rights, title and interest in and to the final translated deliverables specifically prepared for Client under this Proposal. Service Provider retains the right to use its know-how, methodologies, tools, templates and pre-existing materials. If any third-party licenses are required for deliverables, Client shall obtain and pay for such licenses.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality or gross negligence or willful misconduct, each party's aggregate liability under or in connection with this Proposal shall not exceed the total fees actually paid to Service Provider for the Services under this Proposal. In no event shall either party be liable for special, incidental, indirect or consequential damages.

GOVERNING LAW

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising hereunder.

ENTIRE AGREEMENT

This Proposal, together with any attachments, exhibits and accepted purchase orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

ACCEPTANCE

To indicate acceptance of this Proposal and authorization to proceed, Client must sign below. Acceptance of this Proposal constitutes Client's agreement to the terms and conditions contained herein.

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