Contract for Translators
THE LANGUAGE EXCHANGE, INC.
TRANSLATION AGREEMENT
Date of this Agreement: _______________________________________
___________________________ of _______________________________
("Translator")
Translator's Name Translator'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 _______ days of the due date will be deemed late and shall
be subject to a ________% 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 _____% of said fee.
4. Additional fees. Additional fees will be payable, to be calculated as provided below, in
the event the following additional services are required: (a) investigation, inquiry, or
research beyond that normal to a routine translation is required because of ambiguities in
the item(s) to be translated; (b) additional services are required because Client makes
changes in the item(s) to be translated after the signing of this Agreement; and (c)
Translator is requested to make changes in the translation after delivery of the translation,
because of Client's preferences as to style or vocabulary, and such changes are not
required for accuracy. Such additional fees will be calculated as follows:
__________________________________________________________________
__________________________________________________________________
5. 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 telefax expenses to clarify document ambiguity, etc.
6. Client's review of translation. Upon receipt of the translation from Translator, Client
shall promptly review it, and within 30 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.
7. 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 and, 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:
a. Information which is or becomes available to the general public,
provided the disclosure of such information did not result from a
breach by Translator of this paragraph.
b. Terminological glossary entries compiled by Translator in the
course of Translator's performance of the translation service(s)
under this Agreement; provided, however, that Client and
Translator may agree in writing that, upon payment by Client to
Translator of an agreed-upon fee, such terminological glossary
entries shall be the property of Client and shall be covered by the
confidentiality provisions of this paragraph.
8. 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 7 above.
9. 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.
10. Changes by others. Translator shall have no responsibility whatever as to any changes
in the translation made by persons other than Translator.
11. Governing law. This Agreement shall be governed by the laws of the State of
_____________________.
12. Additional provisions. [Add all additional provisions required by the parties.]
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
13. 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: _______________________________
IMPORTANT NOTICE
THIS CONTRACT FORM OR GUIDE IS GENERAL IN NATURE AND IS NOT INTENDED TO PRESCRIBE THE USE OF ANY
TERMS AND CONDITIONS HEREIN. THE ISSUANCE OF THIS FORM DOES NOT RESTRICT IN ANY RESPECT ANY
TRANSLATOR FROM CONTRACTING FOR SERVICE ON TERMS AND CONDITIONS DIFFERENT FROM THOSE SET FORTH
HEREIN. THE USE OF ANY PORTION OF THIS FORM OF AGREEMENT IS STRICTLY VOLUNTARY, AND IS THE SOLE
RESPONSIBILITY OF THE CONTRACTING PARTIES.
THE LANGUAGE EXCHANGE DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY, WHETHER BASED ON WARRANTY,
CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, WITH RESPECT TO THE USE OF THIS
CONTRACT FORM. THE LANGUAGE EXCHANGE INC, MAKE NO WARRANTY, EXPRESSED OR IMPLIED, WITH REGARD TO
THE LEGALITY OR ENFORCEABILITY OF THIS FORM OF AGREEMENT.
The Language Exchange, Inc
716 E Fairhaven
PO Box 750
Burlington, WA 98233
360-755-9910 fax 360-755-9919
email langex@langex.com
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