TRANSLATION AGREEMENT
Date of this Agreement: _______________________________________
VIALAN Agency, 364 Seville Lane, Costa Mesa, CA 92627 ("Translator")
and
__________________________ of_______________________________("Client")
Client's Name Client's Address
hereby agree as follows:
1. Description of services
Translator, as an independent contractor, will provide the following service(s) [Identify item(s) to be translated and the particular service(s) to be performed]:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Scheduled completion date is: _________________________
Translator shall make every effort to complete service(s) by the above date but shall not be responsible for delays in completion caused by events beyond Translator's control.
Method of delivery: ___________________________
Format of delivery: ___________________________
2. Fee for services
Client agrees to pay $ ____________ as Translator's fee for the above service(s).
Payment is due as follows: __________________________________________
The due dates for payment of fees and costs under this Agreement shall be the date(s) specified in this Agreement, provided that if no date is specified, the due date shall be the date of Translator's billing for the fees or costs. Any payments for fees or costs not received by Translator within 30 days of the due date will be deemed late and shall
be subject to a 5% per month late charge. Client agrees to be responsible for Translator's costs in collecting late payments due from Client, including reasonable attorneys' fees.
3. Cancellation or withdrawal by Client
If Client cancels or withdraws any portion of the item(s) described in paragraph 1 above prior to Translator's completion of the service(s), then, in consideration of Translator's scheduling and/or performing said service(s), Client shall pay Translator the portion of the above fee represented by the percentage of total service(s) performed, but in any event not less than 30% of said fee.
4. Additional costs
Client shall reimburse Translator for necessary out-of-pocket expenses incurred by Translator that are not a normal part of routine translation procedure, such as overnight document delivery service requested by Client, long distance telephone and/or fax expenses to clarify document ambiguity, etc.
5. Client's review of translation
Upon receipt of the translation from Translator, Client shall promptly review it, and within 15 days after receipt shall notify Translator of any requested corrections or changes. Translator shall correct, at no cost to Client, any errors made by Translator.
6. Confidentiality
All knowledge and information, expressly identified by Client in writing as confidential, which Translator acquires during the term of this Agreement regarding the business and products of Client shall be maintained in confidentiality by Translator. Except as expressly authorized by Client in writing, shall not be divulged or published by Translator and shall not be authorized by Translator to be divulged or published by others. Confidential information for purposes of this paragraph shall not include the following:
- Information, which is or becomes available to the public, provided the disclosure of such information did not result from a breach by Translator of this paragraph.
7. Translation is property of client, copyright
Upon Client's completion of all payments provided herein, the translation of the item(s) described in paragraph 1 above shall be the property of Client. Translator has no obligation to take any steps to protect any copyright, trademark or other right of Client with respect to the translation, except as may be expressly otherwise provided in this Agreement. Notwithstanding the foregoing, Translator shall have the right to retain file copies of the item(s) to be translated and of the translation, subject to the provisions of paragraph 6 above.
8. Indemnification and hold-harmless by Client
Client agrees to indemnify and hold Translator harmless from any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) which Translator may incur based on information, representations, reports, data or product specifications furnished, prepared or approved by Client for use by Translator in the work performed under this Agreement.
9. Changes by others
Translator shall have no responsibility whatever as to any changes in the translation made by persons other than Translator.
10. Governing law
This Agreement shall be governed by the laws of the State of California.
11. Additional provisions [Add all additional provisions required by the parties.]
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
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12. Complete agreement
This is the complete agreement of the parties as to the subject matter hereof. Any changes in this Agreement must be in writing signed by both parties. This Agreement becomes a binding contract only upon signature by both parties and the delivery of fully signed copies to each party.
Translator: _______________________________
Client: ___________________________________
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