Date of this Agreement: _______________________________________
Roy Cochrun of 2813 GIllis Rd, Mt. Airy, MD ("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 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
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
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 Maryland.
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.