TRANSLATION AGREEMENT

Date:  May 18, 2008

'Language Resource' hereinafter referred to as "Translator" and  the Client (according to the details provided in the online Form or email) hereinafter referred to as "Client", hereby agree as follows: 

1. Description of services. 
Translator, as an independent contractor, will provide the agreed service(s) as it is requested by Client in the online Form (Form). Upon receipt of the request for the quote from Client, the Translator shall assess the order and give the quote to the Client for this particular job. If the Client agrees with the quote (via email or phone),  The Translator shall issue the Translation Purchase Order (TPO) and shall send it to the Client. The Client must return the signed TPO via email or mail as soon as possible.  Scheduled completion date is set according to the TPO. 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 and format of delivery are to be indicated in the TPO.

2. Fee for services. 
Client agrees to pay the agreed (as specified in the TPO) Translator's fee for the above service(s). Payment is to be effected by bank transfer, cheque, or credit card via PayPal payment system. The due dates for payment of fees and costs under this Agreement shall be the date(s) agreed between Client and Translator (as stated in TPO), provided that if no date is specified, the due date shall be the date of completion of the translation work.  Translator retains the right to ask to pay a part (up to 20%) of the agreed amount before the translation work begins.  Any payments for fees or costs not received by Translator within 14 days of the due date will be deemed late and shall be subject to a 2.0% 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 20% 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 completion of the translation work; 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 are to be agreed between Translator and Client.

5. 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.

6. 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 authorised 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. 

7. Property and copyright.
Translation is a property of Client, copyright. Upon Client's completion of all payments provided herein, the translation of the item(s) agreed upon 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 as a supplement to 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. 

8. 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. 

9. Changes by others. 
Translator shall have no responsibility whatever as to any changes in the translation made by persons other than Translator. 

10. Governing law. 
This Agreement shall be governed by the British legislation. 

11. Complete agreement. 
This is the complete agreement of the parties as to the subject matter hereof. Any changes in this Agreement must be in agreed between both parties. This Agreement becomes a binding contract when the TPO is signed by both Translator and Client .