THE USE OF ANY PORTION OF THIS FORM OF AGREEMENT IS STRICTLY VOLUNTARY, AND IS THE SOLE RESPONSIBILITY OF THE CONTRACTING PARTIES. NEITHER TRANSLATIONTOWN NOR THE LANGUAGE BUSINESS S.L. (its owner and managing company) SHALL ASSUME ANY RESPONSIBILITY OR LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, WITH RESPECT TO THE USE OF THIS CONTRACT FORM. AGREEMENT

These Terms and Conditions constitute a legally binding agreement between the Client and the Translator regarding services rendered or to be rendered by the Translator. In the event of conflict with any communications, proposals, contracts, marketing materials, or agreements, these Terms and Conditions shall control.

Definitions: [_____]

"Translator" means: [_____]
"Client" means: [_____]
"Source document" means the documents, materials, and other items furnished by the "Client" to the "Translator" for translation hereunder

Description of service(s): Translation The Translator undertakes to translate from [_____] to [_____] the document entitled [_____], which is composed of approximately [_____].

Other additional service include: [_____]

Delivery: [_____]

Scheduled completion date is: [_____]. This date shall become binding after the Translator has seen or heard all of the source material to be translated and has received complete instructions form the Client. 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. Translator shall dispatch the translation in such a way that the Client can reasonably expect to receive it not later than the normal close of business at the Client's premises on the date of delivery.

Format of delivery: [_____]

Word Fees: [_____]

Client agrees to pay [_____] as Translator's fee for the above service(s). This fee includes:

Service: [_____] of source document
Delivery by means agreed upon
Final version in [_____] format
Number of copies: [_____]
Additional services: [_____]

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 eigth days of the due date will be deemed late and shall be subject to a 25% per month late charge. Client agrees to be responsible for Translator's costs in collecting late payments due from Client. Translator reserves the right to adjust fee upon receipt and evaluation of the final Source Materials to be translated.

Client shall be advised by Translator of the estimate of additional charges prior to performing the translation. Any fee agreed for a translation which is found to present latent special difficulties of which neither party could be reasonably aware at the time of offer and acceptance shall be renegotiated, always provided that the circumstances are made known to the other party as soon as reasonably practical after they become apparent. In the event that Client does not agree to renegotiate a new fee, the Translator will have the power to unilaterally terminate the agreement and shall not be deemed to be in breach of said agreement by this reason.

Copyright: The Client warrants to the Translator that the Client has full right, power and authority to have the aforementioned work translated, and that the translation thereof by the Translator will not result in the infringement of any existing copyright. The Client agrees to indemnify and save harmless the Translator against any claim, action, loss or damage incurred by the Translator as a result of any breach of this warranty. The Translator hereby assigns the copyright in the work to the Client, but such assignment is conditional upon Client's completion of all payments provided herein. Translator shall have the right to retain file copies of the item(s) to be translated and of the translation.

The Client shall acknowledge the Translator's work in the same weight and style of type as used for acknowledgement of the printer and/or others involved in production of the finished document, by the following statement: "(Target Language) translation by (Translator's name)". If a translation is in any way amended or altered without the writranslationen permission of the Translator, Translator shall not be in any way liable for amendments made or their consequences.

Confidentiality: No documents for translation shall be deemed to be confidential unless this is expressly stated by the Client. The nature of the work performed and any information expressly identified by Client in writing as confidential shall not without the prior consent of Client be divulged or otherwise disclosed by Translator to any person other than authorized employees or authorized subcontractors of the Translator whose job performance requires such acts. The provisions of last paragraph shall not apply to the extent the Translator is required by law to divulge such information or to the extent such information is or becomes a matranslationer of public knowledge other than by disclosure by the Translator. Confidential information for purposes of last paragraph shall not include 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.

Cancellation & termination: In the event that Client cancels or withdraws any portion of the services described in this Agreement prior to Translator's completion of the 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 50% of said fee. In the event that Translator breaches this Agreement, Client shall have the right to terminate whereupon Translator shall return to Client all Source Materials and data supplied by Client together with all translated product that exists as of the date of termination. Neither party shall be deemed to be in breach or default of any provision of this Agreement by reason of a delay or failure in performance due to any causes beyond its control.

Disputes:

With arbitration: Any dispute, controversy or claim arising under, out of or relating to this contract and any subsequent amendments of this contract, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules. The place of arbitration shall be [_____]. The language to be used in the arbitral proceedings shall be [_____]. The dispute, controversy or claim shall be decided in accordance with the law of [_____].

Without arbitration: Any dispute, controversy or claim arising under, out of or relating to this contract and any subsequent amendments of this contract, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be decided in accordance with the law of [_____].

Additional provisions: [Add all provisions required by the parties]

This is the complete agreement of the parties as to the subject matranslationer 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.