Date of this Agreement:
Roy Cochrun of 11 Shadow Driver,
Whispering Pines, NC 28327 ("Translator")
hereby agree as follows:
1. Description of services.
Translator, as an
independent contractor, will provide the following service(s) [Identify
to be translated and the particular
to be performed]:
Scheduled completion date is:
Translator shall make every effort
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,
that if no date is specified, the due date shall be the date of
billing for the fees or costs. Any payments for fees or costs not
by Translator within _______ days of the due date will be deemed late
be subject to a ________% per month
Client agrees to be responsible for Translator's costs in collecting
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
of Translator's scheduling and/or performing said service(s) Client
pay Translator the portion of the above fee represented by the
of total service(s) performed, but in any event not less than _____% of
4. Additional fees. Additional
fees will be payable,
to be calculated as provided below, in the event the following
services are required: (a) investigation, inquiry, or research beyond
normal to a routine translation is required because of ambiguities in
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
translation after delivery of the translation, because of Client's
as to style or vocabulary, and such changes are not required for
Such additional fees will be calculated as follows:
5. Additional costs. Client shall
for necessary out-of-pocket expenses incurred by Translator that are
a normal part of routine translation procedure, such as overnight
delivery service requested by Client, long distance telephone and
expenses to clarify document ambiguity, etc.
6. Client's review of translation.
of the translation from Translator, Client shall promptly review it,
within 30 days after receipt shall notify Translator of any requested
or changes. Translator shall correct, at no cost to Client, any errors
made by Translator.
7. Confidentiality. All knowledge
expressly identified by Client in writing as confidential which
acquires during the term of this Agreement regarding the business and
of Client shall be maintained in confidentiality by Translator and,
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,
the disclosure of such information did not result from a breach by
of this paragraph.
b. Terminological glossary entries compiled by Translator in the course
of Translator's performance of the translation service(s) under this
provided, however, that Client and Translator may agree in writing
upon payment by Client to Translator of an agreed-upon fee, such
glossary entries shall be the property of Client and shall be covered
the confidentiality provisions of this paragraph.
8. Translation is property of
Upon Client's completion of all payments provided herein, the
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
trademark or other right of Client with respect to the translation,
as may be expressly otherwise provided in this Agreement.
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
of paragraph 7 above.
9. Indemnification and
hold-harmless by Client.
Client agrees to indemnify and hold Translator harmless from any and
losses, claims, damages, expenses or liabilities (including reasonable
attorneys' fees) which Translator may incur based on information,
reports, data or product specifications furnished, prepared or approved
by Client for use by Translator in the work performed under this
10. Changes by others. Translator
shall have no
responsibility whatever as to any changes in the translation made by
other than Translator.
11. Governing law. This Agreement
shall be governed
by the laws of the State of Maryland.
12. Additional provisions. [Add
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
must be in writing signed by both parties. This Agreement becomes a
contract only upon signature by both parties and the delivery of fully
signed copies to each party.