Translation Source Business Proposal Agreement

TRANSLATION SOURCE BUSINESS PROPOSAL AGREEMENT

This Business Proposal Agreement ("Agreement") is entered into by and between (Provider) and (Client), effective as of .

WHEREAS

WHEREAS, Provider is engaged in the business of providing professional translation, localization and related linguistic services and has represented that it possesses the skill, experience, and resources to perform such services for Client; and

WHEREAS, Client desires to retain Provider to perform translation and related services for certain projects as described in this Agreement and Provider desires to provide such services to Client in accordance with the terms and conditions set forth herein.

SCOPE OF WORK

PAYMENT TERMS

Invoices shall be due and payable within days of invoice receipt. Late payments shall bear interest at % per month (or the maximum permitted by law), calculated monthly on the outstanding balance. All fees are exclusive of taxes; Client is responsible for sales, use or other taxes where applicable unless Client provides an exemption certificate prior to invoicing.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination. Provisions that by their nature survive termination shall survive.

CONFIDENTIALITY

The parties acknowledge that during the performance of this Agreement either party may disclose Confidential Information to the other. "Confidential Information" means non-public business, technical, or financial information disclosed in any form and identified as confidential or that reasonably should be understood to be confidential. Each receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or advisers with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take commercially reasonable measures to protect such Confidential Information. Confidentiality obligations do not apply to information which (i) is or becomes generally known through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt notice to permit the disclosing party to seek protection.

INTELLECTUAL PROPERTY

Provider retains ownership of all methodology, tools, templates, glossaries, and pre-existing materials ("Provider IP"). Subject to Client's payment in full for services and deliverables, Provider assigns to Client all right, title and interest in the final translated deliverables created specifically for Client under this Agreement. Provider grants Client a non-exclusive license to any Provider IP embedded in the deliverables to the extent necessary to use the deliverables for Client's intended purpose. Provider may retain copies of the deliverables for internal quality control and legal compliance.

WARRANTIES, INDEMNITY, AND LIMITATION OF LIABILITY

Provider warrants that services shall be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, PROVIDER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify and hold harmless the other party from claims, liabilities, losses and expenses arising from the indemnifying party's breach of this Agreement, willful misconduct, or gross negligence. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY.

NOTICES

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. Venue for any dispute arising out of or relating to this Agreement shall be the state or federal courts located in that jurisdiction.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, agency, joint venture or partnership relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or to a successor in interest in connection with a merger or sale of substantially all of its business.

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