Translation Services Contract

TRANSLATION SERVICES AGREEMENT

THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Translators") and Company Name ("Customer").

In consideration of the mutual covenants set forth in this Agreement, Customer and Translators hereby agree as follows:

Services

Translators shall, during the Term (as defined below) provide to Customer Translation Services described below (the "Services" or "Work Product"), at such times as Customer may reasonably request.

Services include, but are not limited to:

Translation of printed or electronic documents. Live translation or interpretation of spoken language. Translation research or peer review.

Language instruction, cultural training, or advice. Enter Additional Service or Work Product Description here.

Specifications

Translators agree to perform the services pursuant to the specifications set forth in Exhibit B attached hereto (the "Specifications").

Term of Service

Term of this Agreement shall commence on Start Date and shall continue in full force and effect until terminated by either party upon at least ninety (90) days prior written notice. Absent a termination notice, no event (except breach) may cause this Agreement to be terminated prior to End Date. Upon termination of this Agreement, Translators shall transfer and make available to Customer all property and materials in Translator's possession or subject to Translator's control that are the rightful property of Customer. Translators shall make every reasonable effort to secure all written or descriptive matter which pertains to the Services or Work Product and agree to provide reasonable cooperation to arrange for the transfer of all property, contracts, agreements, supplies and other third-party interests, including those not then utilized, and all rights and claims thereto and therein.

In the event of loss or destruction of any such material or descriptive matter, Translators shall immediately notify Customer of the details of the loss or destruction in writing and provide the necessary information for a loss statement or other documentation to Customer.

Ownership Rights

Translators shall have ownership to all Translators' Materials.

"Translators' Materials" consist of all copyrightable:

Materials that do not constitute Services or Work Product (as defined in Sect 1, Services and Exhibit B, Specifications). Materials that are solely owned by Translators or licensed to Translators.

Additional material shall include, but are not limited to:

Insert additional materials

Translators shall hold all right, title, and interest in and to Translators' Material. Customer shall not do anything that may infringe upon or in any way undermine Translators' right, title, and interest in Translators' Materials, as described in this paragraph 4. Notwithstanding the above, Translators hereby grant Customer an unrestricted, nonexclusive, perpetual, fully paid-up worldwide license for the use or for the sublicense of the use of Translators' Material for the purpose of.

Insert purpose Translators' Materials will be used for.

Compensation

For all of Translators' services under this Agreement, Customer shall compensate Translators, in cash, pursuant to the terms of Exhibit A attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, Translators have the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement (breach), (2) immediately stop all services, (3) bring legal action.

Mutual Confidentiality

Customer and Translators acknowledge and agree that the Specifications and all other documents and information related to the performance, production, creation or any expression of the services or work product are the property of Customer. Materials provided between Translators and Customer (the "Confidential Information") including, but not limited to, documentation, product specifications, drawings, pictures, photographs, charts, correspondence, supplier lists, financial reports, analyses and other furnished property shall be the exclusive property of the respected owner (the "Owning Party") and will constitute valuable trade secrets. Both parties shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without prior written consent from the owning party, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.

Excluded from the "Confidential Information" definition is anything that can be seen by the public or has been previously made available by the owning party in a public venue.

Limited Warranty and Limitation on Damages

Translators warrant the Services or Work Product(s) will conform to the Specifications. If the Services or Work Product do not conform to the Specifications, Translators shall be responsible to correct the Services or Work Product without unreasonable delay, at Translators' sole expense and without charge to Customer, to bring the Services or Work Product into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty, express or implied.

Customer acknowledges that Translators are not responsible for the results obtained by Customer when using any Services or Work Product produced by Translators. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Translators as set forth in Exhibit A attached hereto. No action, regardless of form, arising out of the Services rendered or Work Product, under the Agreement, may be brought by either party more than one year after the cause of action has occurred.

In no event shall Translators be held liable for consequential damages.

Independent Contractor

Translators are retained as independent contractors. Translators will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Translators' behalf. Translators understand that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including without limitation worker's compensation or unemployment insurance.

Insurance

Translators shall maintain throughout the entire term of this Agreement, adequate general liability insurance providing coverage against liability for bodily injury, death and property damage that may arise out of or based upon any act or omission of Translators or any of their employees, agents, or subcontractors under this Agreement. Upon written request, Translators shall provide certificates from their insurers indicating the amount of insurance coverage, the nature of such coverage, and the expiration date of each applicable policy. Translators shall not name Customer as an additional insured on any applicable policy, at any time during this Agreement or as a condition of acceptance of this Agreement.

Equipment

Customer agrees to make available to Translators, for Translators' use in performing the services required by this Agreement, such items of hardware and software as Customer and Translators may agree are reasonably necessary for such purpose.

Customer agrees to make the following equipment and/or services available to Translators:

1 Expenses

Translators will not be reimbursed for any expenses incurred in connection with the Services or Work Product, whether direct or indirect, without the express written approval of Customer. Documents that are a normal part of the translation procedure or deliverables shall be agreed upon in the Specifications (Example: Setting a schedule for the number of overnight documents, proofs, etc.

2 Customer's Right of Review

Upon receipt of any agreed-upon deliverable, Customer reserves the right to use an independent review or peer review process in order to ensure that all deliverables are met to the Customer's satisfaction. Unless otherwise set forth in the specification, Customer shall have up to 30 days to either accept or reject the deliverables. Upon rejection of a deliverable, Customer must notify Translators of the rejection and submit corrections or changes that need to be made. Translator shall correct any error or non-conformance with the specifications at no cost to the Customer.

General Provisions

1 Entire Agreement

This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.

2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.

3 Binding Effect

This Agreement shall be binding upon and inure to the benefit of Customer and Translators and their respective successors and assigns, provided that Translators may not assign any of their obligations under this Agreement without Customer's prior written consent.

4 Waiver

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

5 Good Faith

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

6 No Right to Assign

Translators have no right to assign, sell, modify or otherwise alter this agreement, except upon the express written advance approval of Customer, which consent can be withheld for any reason. Customer may freely assign its rights and obligations under this agreement.

7 Payments

In the event Customer fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Translators have the right to withhold Services, remove Work Product from Translators' owned resources, or seek legal remedy until payment in full is paid, plus accrued late charges of 1 1/2% per month.

8 Indemnification

Customer warrants that everything it gives Translators in the execution or performance of Services, or the creation of any and all Work Product is legally owned or licensed to Customer. Customer agrees to indemnify and hold Translators harmless from any and all claims brought by any third party relating to any aspect of the Services or Work Product, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney's fees arising out of injury caused by Customer's products/services, material supplied by Customer, or copyright infringement.

9 Use of Descriptions of Services or Work Product for Promotional Purposes

Customer grants Translators the right to use descriptive text, testimonials, performance metrics, and other images, photos and/or graphics that demonstrate the Services or Work Product for promotional purposes and/or to cross-link it with other promotional resources developed by Translators.

10 No Responsibility for Theft

Translators have no responsibility for any third party taking all or any part of the Services or Work Product, results of Services or Work Performed, or the improper use by any third party of any Services or Work Product produced by Translators.

11 Right to Make Derivative Works

Translators have the exclusive rights in making any derivative works of any Services, Methodology, or Work Product.

12 Attorney's Fees

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.

13 No Responsibility for Loss

Translators are not responsible for any down time, lost files, equipment failures, acts of nature, or any damage resultant from activities considered beyond the control of Translators, such as war, riots, natural disasters, vandalism, and other events.

The parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below: