Translation Service Agreement by GayathriPraj

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									                              TRANSLATION SERVICE AGREEMENT

THIS AGREEMENT (this “Agreement”) is made and entered into this _______ 20__ (the “Effec-
tive Date”) at [Country].


NAME OF THE COMPANY, a company having its registered office at COMPANY’S ADRESS (he-
reinafter referred to as “Translator”, which expression shall, unless be repugnant to the context
and meaning hereof mean and include its successors and assigns) of the First Part.


NAME OF THE COMPANY, a company incorporated under the _________Act, having its Corpo-
rate Office at COMPANY’s ADDRESS (hereinafter referred to as “Client”, which expression shall,
unless be repugnant to the context and meaning hereof mean and include its successors and
permitted assigns) of the Other Part;

Translator and Client shall hereinafter collectively be referred to as “Parties” and individually as
“Party” as the context so demands.


Whereas Translator is engaged in the business of localizing of written text, documentation and
ancillary materials to meet the requirements and standard idioms of the languages used in In-
dia (Translation).

AND Whereas Client wishes to utilize the professional translation service rendered by the
Translator and the Translator is willing and is capable of providing such required services on the
terms and conditions set forth.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

Definitions and Intrepretations

   I. Definitions
a. “Agreement”: shall mean this Agreement along with any schedules, annex-
   ures, extensions and amendments and other documents and communiqué
   which forms an integral part of this Agreement , including any and all mutual-
   ly agreed modifications and alterations thereto made in writing after the
   date of execution hereof;

b. “Client Material”: shall mean and include any documents or other materials,
   whether in the form of hard copies, faxes or electronic or other files that the
   Client transmits or otherwise provides to the Translator

c. “Linguistic Contribution”: Shall mean any or all types of contribution by a
   person, group or entity which involve linguistic, language related and locali-
   zation skills, including but not limited to Subtitling for all Offline and Online
   Closed Captioning, Media Transcription, Translation, Transcreation, Translite-
   ration, and all such activities which converts and enables the Content to be
   disseminated among and consumed by people in a language and form other
   than the original language and form of its creation.

d. “Linguistic Contributor”: Shall mean a person, group or entity which provides
   Linguistic Contributions.

e. “Reference Materials”: Shall mean all or any types of documents, drawings,
   content in print, electronic, digital, tape, magnetic, flash or any other new or
   emerging media, medium, data or any other format, digital disks and media,
   scripts, lead sheets, negatives, films, masters or other materials, instructions,

f. “Assets/Valuables/Material/Property”: Shall mean all items, assets, proper-
   ty and/or valuables, information, data, equipment, gadgets, computers, data,
   devices, media and data carrying mediums like tapes, flash drives, hard disks,
   digital disk drives, content, mobile and other types of phones or communica-
   tion devices, information material, computers, laptops, cameras, datacards,
   stationery, books, periodicals, directories, promotional material, or any or all
   types of assets

g. “Formats”: Shall mean all types of Print, Electronic Media Formats in which
   data or information is stored.
h. “Device”: Shall mean all types of communication devices in which data or in-
   formation is stored or through which information or data is disseminated or
   transferred from one person or place to another.

i.    “Data Carrying Medium”: Shall mean and include all types of existing and
     emerging mediums like tapes and films of all types, cartridges, diskettes, digi-
     tal drives, hard disks, flash drives, internet pipe, through which data and/or
     information can be transferred from one place or person to another.

j.   “Confidential Information ” all information contained in Client Material(s)
     and all confidential information relating to Clients and the business of Trans-
     lator including (without limitation) Clients’ and Translator’s commercial, fi-
     nancial or technical information relating to the business of Client.

k. “Force Majeure Event” shall mean and include fire, earthquake, flood, epi-
   demic, strike, lockout, labor controversy, riot, civil disturbance, war, civil
   commotion, acts of God, economic crisis, failure of equipment, or other facil-
   ities; omissions or acts of public authorities that prevent or delay the per-
   formance of an obligation relating to the acts of public authorities, including
   changes in law, regulations, or the policies of the Government, or other regu-
   latory authority and acts which are beyond the control of any Party, or any
   other reasons which cannot reasonably be forecasted or provided against,
   and which cannot be predicted by men of ordinary prudence;

l.   “Work(s)” shall mean and include all such work rendered by Translator under
     this Agreement.

m. “Intellectual Properties” and/or “Intellectual Property Rights” in relation to
   said works shall mean all intellectual property in the Work any element of it,
   created pursuant to the terms of this agreement or any third party agree-
   ment including but not limited to Copyright, patent etc

n. “Ownership Rights” shall mean and include sole and exclusive ownership of
   worldwide perpetual rights in the Work as detailed in this Agreement hereof,
   for commercial and non‐commercial exploitation of Intellectual Property
   Rights, in the said works, by grant of license, assignment, reassignment, dis-
   tribution, lease, hire, let, sub‐let, in all/any formats, mode and mediums
   whether present now or developed in future, and also the rights to promote
   the said works/film through any mode and mediums, for use for exploitation
   in any platform.

   In this Agreement, unless the context thereof otherwise requires: -

      i.   Unless the context otherwise requires, words denoting the singular shall include
           the plural and vice versa and words denoting any gender shall include all genders
           and the words denoting persons shall include bodies corporate, unincorporated
           associations and partnerships.
     ii.   The words “hereof,” “herein” and “hereunder” and words of similar import
           when used in this Agreement shall refer to this Agreement as a whole and not to
           any particular provision of this Agreement. The words “include”, “including” and
           “among other things” shall be deemed to be followed by “without limitation” or
           “but not limited to” whether or not they are followed by such phrases or words
           of like import.

    iii.   Any reference to any agreement or document shall be construed as a reference
           to such agreement or document as the same may have been amended, varied,
           supplemented or notated in writing at the relevant time in accordance with the
           requirements of such agreement or document and if applicable, of this Agree-
           ment with respect to amendments;
    iv.    Any reference in this Agreement to any statute or statutory provision shall be
           construed as including a reference to that statute or statutory provision as from
           time to time amended, modified, extended or re-enacted whether before or af-
           ter the date of this Agreement and to all statutory instruments orders and regu-
           lations for the time being made pursuant to it or deriving validity from it.

     v.    References to recitals, sections, clauses, paragraphs and schedules are refer-
           ences respectively to recitals, sections, clauses, paragraphs of and schedules to
           this Agreement.

    vi.    References to similar terms, words, expressions shall be construed as references
           to their synonyms in as precise terms in which the original expression, term or
           word appears.

   vii.    Unless otherwise stated time and timely observance of the terms will be the es-
           sence of contract for the purpose of either Party’s obligations under this Agree-

   viii.   Unless otherwise stated references to articles, clauses, sub-clauses relate to this
        ix.   Words or phrases used in this Agreement which are not defined above may be
              defined in the context in which they are used, and shall have the respective
              meaning there designated, unless the context otherwise requires.

1. Scope of Service

  a) The Translator hereby agrees to provide translation services of client materials supplied
     by the Client from time to time vide written communication in regional and/or foreign
     Languages including (without limitation) FOREIGN AND/OR REGIONAL LANGUAGES.

  b) The Parties agree that any changes or new additions to the scope of services shall be
     made in writing and shall be communicated through Email communication.

  c) Translator agrees that during the term of the agreement, the Translator shall comply
     with all reasonable and proper instructions and regulations as may from time to time be
     given or made by Client (provided that such instructions and regulations are otherwise
     within the terms of this Agreement).

2. Service Term and Condition

  a) Upon delivery of the material to be translated, the Translator shall immediately attend to
      the required translation according to the highest possible standards of quality transla-

  b) Translator undertakes to provide the Client with reliable translation provided the mea n-
      ings and the structure of the material submitted by the Client are clear, coherent and
      well drafted.

3. Term
   a) Term of Commencement: The initial term of this Agreement shall commence on the Ef-
      fective Date and shall continue for _____ years (the “Initial Term”), unless earlier termi-
      nated pursuant to the terms of this Agreement.

  b) Renewal Term(s): Upon expiration of the Initial Term, the term shall be extended auto-
     matically for additional successive one-year terms, unless and until either party gives the
     other at least 2 days written notice of a termination prior to the beginning of the Renew-
     al Term (each such extended term, a “Renewal Term”). One hundred twenty (120) days
     prior to the commencement of a Renewal Term, the parties shall confer to negotiate and
     review the Fee payable during the Renewal Term. In case the parties disagree upon the
      Fee payable for the Renewal Term prior to its commencement, then the renewal term
      can be avoided if either party gives the other party at least 30 days written notice of ter-
      mination prior to the beginning of the Renewal Term.

      The Initial Term and any Renewal Term is referred to herein collectively as the “Term”.

4. Fees and Payment Terms

   a) As consideration for the said services of the Translator, Client shall pay the professional
      fees to the Translator bi-monthly as agreed below:
          i)      First _[No. of Month]______ months [ Amount ]/- per page.
          ii)     Post _[No. of Month]_____ months, [Amount] per page.

       For translations in xls for translation of names, [Amount]- per line or [Amount]- per

   b) Translator shall prepare and submit to the Client written bi-monthly invoice showing the
      compensation due for work performed. Client shall pay each invoice within 15 days from
      date of receipt of the invoice.

   c) The Translator agrees and acknowledges that Client does not guarantee to provide any
      particular minimum or maximum quantities of Translation(s) for the Translator to un-
      dertake during the term of the agreement or any part thereof.

5. Client assets

Translator shall use its own tools, equipment, software and employees, or shall obtain the same
from third party licensors and subcontractors, for Translator’s performance of the Services un-
der this Agreement. In case the Services are performed using any assets of Client not limiting to
software, communications equipment, tools, or data (“Client Assets”), then such Client Assets
will be provided to Translator free of charge for its use during the term of this Agreement and
shall be set forth in a schedule to this Agreement. The Client Assets, if any, shall at all times
remain the property of Client and shall be returned to Client upon the expiration or earlier ter-
mination of this Agreement. Translator shall not be responsible for its failure to perform the
Services to the extent such failure arises out of or in connection with Translator’s use of the
Client Assets.

6. Quality and Timing

a) Translator shall endeavor to render its services or solutions which are of good quality and
   are in accordance with the linguistic and quality parameters as set out by Client.
b) Translator shall endeavor to deliver the final elements within the time frame stated in Pur-
   chase Order or Email communication confirming a job booking.
c) Client may require translator to perform fixes/corrections, which fixes/corrections shall be
   communicated by Client to Translator in writing which Translator shall carry out only once
   without any charges.

7. Approval

  a)   Translator shall deliver to Client the final element with all quality checks done to ensure
       it is fit for distribution however the final approval for these elements shall remain a pre-
       rogative of Client only.
  b)   If no approval is received by Translator from Client within seven (7) working days from
       the date of submission and/or delivery of final elements, it shall be deemed to have
       been approved and accepted and Translator shall raise the requisite tax invoice for the
       delivered jobs.

8. Materials

   a) From time to time, Client shall deliver to Translator documents, tapes, content in digital
      format, cassettes, digital disks, lead sheets, or other materials for Translator to perform
      the Services (the Reference Materials).
   b) Translator shall have three (3) working days to perform a quality check and notify Client
      of any problems.
   c) All Reference Materials and all other materials received or created by Translator in con-
      nection with this Agreement shall remain at all time the exclusive property of Client and
      Translator shall not acquire or assert any copyright, ownership or any other proprietary
      right, interest or title in the Material unless otherwise agreed to between both the par-
   d) Translator shall be entitled to share copies of such Reference Material with their contri-
      butors within its premises and at their individual locations towards performance of its
      services and shall be diligent in sharing such copies with only those contributors with
      whom it has an NDA and Confidentiality Agreement in place.

9. Purchase Orders

   a) In each instance, when Client elects to procure services from Translator, Client shall no-
      tify Translator by means of a written purchase order (the “Purchase Order”). The Pur-
      chase Order shall specify (i) a purchase order number, (ii) the project category, (iii) job
      description and identification, (iv) the work Translator is to perform, (vi) the prices as
      approved by Client through any of its communications, (vii) the required delivery date;
      and (viii) Purchase Order Terms and Conditions.
   b) This Agreement shall be deemed incorporated into each Purchase Order by this refer-
      ence, except as otherwise expressly specified in the Purchase Order, if the terms in this
      Agreement conflict with the terms in any Purchase Order Terms and Conditions, the
      terms of this Agreement shall prevail.
   c) In absence of a Purchase Order, an Email communication from authorized/designated
      personnel from Client shall be deemed as a confirmed Purchase Order.

10. Taxes

   a) Except as otherwise agreed in this Agreement or on a particular Purchase Order, Client
      shall also pay Translator applicable service tax (as per Indian Service Tax law prevalent at
      the time of invoicing) on the Services provided under this Agreement which shall be
      over and above the agreed prices.
   b) Notwithstanding any other provision in this Agreement, Client shall be entitled to with-
      hold any taxes under the Income Tax Act, or any such Act permitting withholding of
      taxes (in the respective country/ies) and shall accordingly be entitled to deduct such
      amount from the Fees payable to Translator under this Agreement subject to pre-
      information to and written confirmation from Translator.
   c) Client shall, within requisite time as stipulated under respective law/s, issue the With-
      holding Tax Deduction Certificate along with proof of payment of the Tax to appropriate
      Tax Authorities and any/all such documents that Translator may require for the purpose
      of its records or submission to regulatory and/or tax authorities.

11. Confidentiality

  a) The Translator agrees that neither during the term of this agreement nor after the Ter-
     mination Date for any reason whatsoever shall Translator:

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