Professional has helped me from the beginning. It doesn’t matter whether we have a client that is a family friend or a brand new client; we always send them a contract. It is so important to act professional from the beginning."
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 Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Translators hereby agree as follows. 1. 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. a Translation of printed or electronic documents. b Live translation or interpretation of spoken language. c Translation research or peer review. d Language instruction cultural training or advice. e Enter Additional Service or Work Product Description here 2. Specifications.
Translators agree to perform the services pursuant to the specifications set forth in Exhibit attached hereto the Specifications 3. 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 days prior written notice. Absent 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 Translators possession or subject to Translators 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 loss statement or other documentation to Customer. 4. Ownership Rights. Translators shall have ownership to all Translators Materials. Translators Materials consist of all copyrightable. a Materials that do not constitute Services or Work Product as defined in Sect Services and Exhibit Specifications.
b 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. 5. Compensation. For all of Translators services under this Agreement Customer shall compensate Translators in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Translators have the right but are not obligated to pursue any or all of the following remedies. terminate the Agreement breach immediately stop all services bring legal action. 6. 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 public venue.
7. Limited Warranty and Limitation on Damages. Translators warrant the Services or Work Product 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 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. 8. 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 workers compensation or unemployment insurance. 9. 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 condition of acceptance of this Agreement. 10. 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.
a Insert equipment or services description here b Insert equipment or services description here c Insert equipment or services description here 10 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 normal part of the translation procedure or deliverables shall be agreed upon in the Specifications Example. Setting schedule for the number of overnight documents proofs etc. 10 Customers 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 Customers satisfaction. Unless otherwise set forth in the specification Customer shall have up to days to either accept or reject the deliverables. Upon rejection of 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. 11. General Provisions. 11 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. 11 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 11 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 Customers prior written consent. 11 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 partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 11 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. 11 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. 11 Payments. In the event Customer fails to make any of the payments set forth on Exhibit within the time prescribed in Exhibit 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 2% per month.
11 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 attorneys fees arising out of injury caused by Customers products services material supplied by Customer or copyright infringement. 11 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. 11. 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. 11 Right to Make Derivative Works. Translators have the exclusive rights in making any derivative works of any Services Methodology or Work Product. 11. 12 Attorneys 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 attorneys fees and costs including expert witness fees. 11. 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. EXECUTED as of the date first written above.
Select an appropriate payment terms from the list of possible choices depending on the agreement being used with and delete the rest. For example if using project development contract use one of the first three milestone based payment terms. If using VAR Reseller contract or for general pricing use the payment terms pricing plan at the end of the list of plans below. EXHIBIT A PAYMENT TERMS 1. Customer agrees to pay Developers fee of Insert Total Payment Amount according to the following terms. A. 90% of the estimated price upon execution of the Agreement. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any. A. License fees B. Outsource services billed for Customer
C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software
H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above. 5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A PAYMENT TERMS
1. Customer agrees to pay Developers fee of Insert Total Payment Amount according to the following terms. A. 3 of the fee upon execution of the Agreement; B. 3 of the fee upon completion of Insert Key Payment Milestone C. The remaining upon completion per the specification. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any.
A. License fees B. Outsource services billed for Customer C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software
H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above. 5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A PAYMENT TERMS 1. Customer agrees to pay Developers an hourly fee according to the following terms. A. 10% of the estimate upon execution of the Agreement of Insert Total Payment Amount
B. Customer is billed at hourly rate per hour at the completion of each milestone. C. The customer will not be liable for more than Insert Maximum Amount Liable for in hourly work. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any. A. License fees B. Outsource services billed for Customer
C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above.
5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A CREDIT CARD PAYMENT PLAN Authorization for credit card payments for development per Exhibit and B. Charges to be applied as Customer accepts each milestone. Customer accepts liability for all costs incurred including but not limited to chargebacks and reversals. Card Number
Expiration Date Name on Card Title Phone. phone number Fax. fax number Email. email address Company. company name Street. address address
City. city Country. country EXHIBIT A PAYMENT TERMS Pricing Plan. Insert your pricing plan here. Discounts. Insert any discounts available here.
Restrictions. Insert any restrictions here.
GIVING NOTICE OF BREACH OF AGREEMENT DEMANDING CORRECTIVE ACTION current date company name address address
city state or province zip or postal code Phone phone number Fax fax number Re. Our Agreement Dear salutation last name The purpose of this letter is to give formal notice of your breach of our Agreement Insert the title of the contract or agreement which was breached dated start date. Specifically you are in breach of paragraph Insert Paragraph Breached here of the Agreement which provides that Insert description of what was breached Please be advised that if Insert corrective action that must be done will have no choice but to refer this matter to legal counsel for appropriate action.
Thank you in advance for your immediate attention to this matter. Sincerely first name last name job title
company name Project Acceptance Signoff address address city state or province zip or postal code Phone. phone number DATE. current date Order WorkOrder Client. company name
city state or province zip or postal code Phone. phone number For. General Description of Project Deliverables Please initial the following sections which detail the projects deliverables contracted between company name and company name and sign the Acceptance of Agreement at the bottom of this document. Initials Description of Completed Milestone Acceptance of Milestone #1 description here
Acceptance of Milestone #2 description here Acceptance of Milestone #3 description here Acceptance of Milestone #n description here Acceptance of Project per Contract Specifications. ACCEPTANCE OF AGREEMENT.
I certify that have received the above project deliverables from company name and that all deliverables have been demonstrated delivered or otherwise completed to company names satisfaction. further certify and release company name from any further obligation or duty unless otherwise agreed upon in writing. I understand that by signing this agreement release company name from any and all liability tort or claim concerning this project. further understand that all files provided to company name are to be used at company names sole risk and responsibility and all files should be tested prior to sending them to press replication or any other mass production. company name may now charge or invoice company name any outstanding monies owed for completion of the project. Best Practice Note. If billing by credit card the above line should include permission to charge their credit card. This helps reduce your chargeback exposure. Example. Florentine Design Group LLC may now charge the final installment of 390 to AMEX ************345 for completion of the project. Clients signature. Date.