TRANSLATION AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Translation Agreement (the "Agreement") is made and entered into this ________ day of _______________________, 20_______, the City/Municipality of _____________________, Province of _____________________, by and between:
________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Translator".
- and -
________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Client"
The Translator and the Client shall be referred to collectively as the "Parties".
WITNESSETH THAT:
WHEREAS, The Translator has the skills, qualifications, and expertise required to provide Translation Services to the Client, as described below.
WHEREAS, The Client would like to contract the Translator's services.
WHEREAS, The Translator wishes to render such Translation Services to the Client.
NOW THEREFORE, for and in consideration of the promises and covenants contained herein, the Parties do hereby agree as follows:
I. TRANSLATION SERVICES
The Translator shall provide the Translation Services to the Client (the "Translation Services"). In particular, the Translator agrees to translate the following: ________, from English to English.
II. PERFORMANCE
The Translator warrants and represents that the Translator is equipped with the appropriate skills, knowledge, expertise, and relevant experience to carry out and perform the Translation Services. At the Client's request, and during the term of this Agreement, the Translator will provide the Translation Services to the best of the Translator's abilities.
The Translator is equipped with the relevant certification: ________. The Translator and the Client agree that this certification is a necessary and material requirement for the perfection of this agreement.
III. TERM OF THE AGREEMENT
The Translation Services will begin on ________ (the "Commencement Date") and will end on ________ (the "Completion Date").
The Translator must meet the following deadlines (the "Key Dates"):
________;
IV. LOCATION
The Translator shall perform the Translation Services at the following location (the "Location"):
________;
V. SERVICE FEES
The Client shall pay a fixed fee of ________ (₱________) per word (the "Service Fee") for the Translation Services.
VI. PAYMENT
The Translator will be entitled to send an invoice every week.
The Client shall pay the Translator's invoice within ________ days from the date of receipt of the invoice.
The Client may pay the invoice as follows:
________;
VII. MATERIALS, COSTS, AND DISBURSEMENTS
The Translator is permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Translation Services, including but not limited to communications, internet connection, traveling, photocopying, courier services, and postage, subject to agreement from the Client that will be used for the performance of the Translation Services, on top of the fees set out in this Agreement.
VIII. LATE PAYMENTS
If the Client does not pay the invoiced and required amount as provided in this Agreement, the Translator shall be entitled to charge interest on the outstanding amount at an annual rate of Six Percent (6%). The Translator may also require the Client to pay for the Translation Services, or any part of the Translation Services, in advance and cease performance of the Translation Services completely until payment is made, at the Translator's sole and exclusive discretion.
IX. TAXES
Any and all charges payable under this Agreement are exclusive of taxes and any surcharges. Taxes imposed upon or required to be paid by the Client or Translator shall be the sole and exclusive responsibility of each, respectively, provided that any applicable withholding taxes shall be paid in accordance with the laws.
X. COPYRIGHT AND INTELLECTUAL PROPERTY
In accordance with the terms and conditions of this Agreement, the Translator may create Intellectual Property (the "Created IP") including, but not limited to, printed or digital translated text, translation research, audio files containing the translations, drawings, specifications, reports, advice, analyses, design, methodologies, or any other intellectual property as required to perform the Translation Services to the Client. Any such Created IP generated by the Translator and the copyright in connection with the performance of the Translation Services to the Client shall belong to the Translator, and the Translator hereby grants the Client a non-exclusive, irrevocable, royalty-free license to use the Created IP for the Client's business and internal purposes. The Client shall be permitted to copy, modify, disseminate, or otherwise publish the Created IP but shall not allow third parties to do so, provided that the Translator shall keep the Client indemnified against third-party claims to the resulting work of the translation that is not modified by the Client.
There shall be no infringement of copyright or any intellectual property rights used or obtained during the Translation Services. The original works or any intellectual property provided by the Client to the Translator to assist in the provision of the Translation Services including but not limited to the text, documents or other materials showing the original language shall belong to the Client and the derivative works or the resulting work of the translation services provided to the Client by the Translator shall belong to the Translator.
XI. 88852825555558
552 888222 525228 525 582228825228 2552 252 5552885225 252 222522 25 82 52525 252 2225222222 8825 522 22525 85882288 25 82558252, 828855822, 82 5228885882, 252 585282 82222282258 22 252 888222. 2552525, 252 5552885225 252 82 2225225 82 55528852822 52588828 25 82 22282225 8825 22525 25528852822 22252222228, 85882288, 2522288822, 25552, 25 8828855 5828882828 25288525 2552 82 8888 222 2882 5882 22 522 82228882 22 82225282 8228222 252 5552885225 525 252 888222.
XII. LIMITATION OF LIABILITY
Except in cases of death or personal injury caused by either party's acts or negligence, either party's liability in contract, quasi-delict, or otherwise arising through or in connection with this Agreement or through or in connection with the completion of the obligations under the Agreement shall be limited to the Fees paid by the Client to the Translator.
To the extent it is lawful, neither party shall be liable to the other party in contract, quasi-delict, negligence, breach of statutory duty, or otherwise for any loss, damage, costs, or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.
XIII. INDEMNITY
Unless otherwise provided elsewhere in this agreement, the Client hereby agrees to indemnify the Translator against any and all damage, liability, and loss, as well as legal fees and costs incurred, as a result of the Translation Services rendered under this Agreement or any transaction or matter connected with the Translation Services or the relationship between the Client and the Translator. This clause shall not be read to provide indemnification for any Party in the event that a competent court of law, rendering final judgment, holds that the bad faith, gross negligence, or willful misconduct of the Party caused the damage, liability, or loss.
XIV. TIME FOR PERFORMANCE
Time shall be of the essence in the performance by the Translator of its obligations under this Agreement. Any dates, periods, or times for performance specified under this Agreement are to be met and failure to do so shall be a breach of this Agreement by the Translator. In case the Translator will not be able to finish the assigned work on time, a notice must be given to the Client at least 24 hours before a task or assignment is due, otherwise, the Client may opt to consider such failure as a material breach of this agreement.
XV. TERMINATION
This Agreement may be terminated by either Party through a written notice:
1. if the other party commits a material breach of any term of this Agreement that cannot be remedied within Fourteen (14) Days or was not remedied within Fourteen (14) Days after a written request, such as non-payment or non-performance unless otherwise provided elsewhere in this agreement;
2. if the other party becomes unable to perform its duties hereunder, including the duty to pay or the duty to perform.
If this Agreement is terminated, the Client hereby agrees to pay for all Translation Services rendered up to the date of termination.
Any termination shall not affect the accrued rights or liabilities of either party under this Agreement or the law and shall be without prejudice to any rights or remedies either party may be entitled. Any provision or subpart of this Agreement which is meant to continue after the termination or come into force at or after termination shall not be affected.
XVI. RELATIONSHIP OF THE PARTIES.
The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute an employment, partnership, joint venture, agency relationship, or otherwise between the Parties and that this Agreement is for the sole and express purpose of rendering the Translation Services by the Translator to the Client under the terms and conditions contained herein.
XVII. WRITTEN NOTICES
All notices that are required to be in writing and any other communication may be made through email at the Parties' respective email addresses as follows:
1. Translator: ________
2. Client: ________
XVIII. FORCE MAJEURE
Neither Party shall be liable for any failure to perform due to causes beyond its reasonable control including but not limited to acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances, provided that the Party prevented from complying herewith shall take all actions within its power to comply as fully as possible.
Except when not reasonably possible, the Party prevented by force majeure shall notify the other Party in writing within 5 days from the occurrence of said force majeure.
XIX. ASSIGNMENT
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party.
XX. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
XXI. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
XXII. WAIVER
Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment or cancellation, or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by the party granting the waiver. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.
XXIII. COUNTERPARTS
This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date that both Parties signed the Agreement.
XXIV. SEVERABILITY
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.
XXV. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
XXVI. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
XXVII. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between the Translator and the Client and supersedes all prior negotiations, representations, agreements, either oral or written.
XXVIII. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.
________
Translator
________
Client
TRANSLATION AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Translation Agreement (the "Agreement") is made and entered into this ________ day of _______________________, 20_______, the City/Municipality of _____________________, Province of _____________________, by and between:
________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Translator".
- and -
________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Client"
The Translator and the Client shall be referred to collectively as the "Parties".
WITNESSETH THAT:
WHEREAS, The Translator has the skills, qualifications, and expertise required to provide Translation Services to the Client, as described below.
WHEREAS, The Client would like to contract the Translator's services.
WHEREAS, The Translator wishes to render such Translation Services to the Client.
NOW THEREFORE, for and in consideration of the promises and covenants contained herein, the Parties do hereby agree as follows:
I. TRANSLATION SERVICES
The Translator shall provide the Translation Services to the Client (the "Translation Services"). In particular, the Translator agrees to translate the following: ________, from English to English.
II. PERFORMANCE
The Translator warrants and represents that the Translator is equipped with the appropriate skills, knowledge, expertise, and relevant experience to carry out and perform the Translation Services. At the Client's request, and during the term of this Agreement, the Translator will provide the Translation Services to the best of the Translator's abilities.
The Translator is equipped with the relevant certification: ________. The Translator and the Client agree that this certification is a necessary and material requirement for the perfection of this agreement.
III. TERM OF THE AGREEMENT
The Translation Services will begin on ________ (the "Commencement Date") and will end on ________ (the "Completion Date").
The Translator must meet the following deadlines (the "Key Dates"):
________;
IV. LOCATION
The Translator shall perform the Translation Services at the following location (the "Location"):
________;
V. SERVICE FEES
The Client shall pay a fixed fee of ________ (₱________) per word (the "Service Fee") for the Translation Services.
VI. PAYMENT
The Translator will be entitled to send an invoice every week.
The Client shall pay the Translator's invoice within ________ days from the date of receipt of the invoice.
The Client may pay the invoice as follows:
________;
VII. MATERIALS, COSTS, AND DISBURSEMENTS
The Translator is permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Translation Services, including but not limited to communications, internet connection, traveling, photocopying, courier services, and postage, subject to agreement from the Client that will be used for the performance of the Translation Services, on top of the fees set out in this Agreement.
VIII. LATE PAYMENTS
If the Client does not pay the invoiced and required amount as provided in this Agreement, the Translator shall be entitled to charge interest on the outstanding amount at an annual rate of Six Percent (6%). The Translator may also require the Client to pay for the Translation Services, or any part of the Translation Services, in advance and cease performance of the Translation Services completely until payment is made, at the Translator's sole and exclusive discretion.
IX. TAXES
Any and all charges payable under this Agreement are exclusive of taxes and any surcharges. Taxes imposed upon or required to be paid by the Client or Translator shall be the sole and exclusive responsibility of each, respectively, provided that any applicable withholding taxes shall be paid in accordance with the laws.
X. COPYRIGHT AND INTELLECTUAL PROPERTY
In accordance with the terms and conditions of this Agreement, the Translator may create Intellectual Property (the "Created IP") including, but not limited to, printed or digital translated text, translation research, audio files containing the translations, drawings, specifications, reports, advice, analyses, design, methodologies, or any other intellectual property as required to perform the Translation Services to the Client. Any such Created IP generated by the Translator and the copyright in connection with the performance of the Translation Services to the Client shall belong to the Translator, and the Translator hereby grants the Client a non-exclusive, irrevocable, royalty-free license to use the Created IP for the Client's business and internal purposes. The Client shall be permitted to copy, modify, disseminate, or otherwise publish the Created IP but shall not allow third parties to do so, provided that the Translator shall keep the Client indemnified against third-party claims to the resulting work of the translation that is not modified by the Client.
There shall be no infringement of copyright or any intellectual property rights used or obtained during the Translation Services. The original works or any intellectual property provided by the Client to the Translator to assist in the provision of the Translation Services including but not limited to the text, documents or other materials showing the original language shall belong to the Client and the derivative works or the resulting work of the translation services provided to the Client by the Translator shall belong to the Translator.
XI. 88852825555558
552 888222 525228 525 582228825228 2552 252 5552885225 252 222522 25 82 52525 252 2225222222 8825 522 22525 85882288 25 82558252, 828855822, 82 5228885882, 252 585282 82222282258 22 252 888222. 2552525, 252 5552885225 252 82 2225225 82 55528852822 52588828 25 82 22282225 8825 22525 25528852822 22252222228, 85882288, 2522288822, 25552, 25 8828855 5828882828 25288525 2552 82 8888 222 2882 5882 22 522 82228882 22 82225282 8228222 252 5552885225 525 252 888222.
XII. LIMITATION OF LIABILITY
Except in cases of death or personal injury caused by either party's acts or negligence, either party's liability in contract, quasi-delict, or otherwise arising through or in connection with this Agreement or through or in connection with the completion of the obligations under the Agreement shall be limited to the Fees paid by the Client to the Translator.
To the extent it is lawful, neither party shall be liable to the other party in contract, quasi-delict, negligence, breach of statutory duty, or otherwise for any loss, damage, costs, or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.
XIII. INDEMNITY
Unless otherwise provided elsewhere in this agreement, the Client hereby agrees to indemnify the Translator against any and all damage, liability, and loss, as well as legal fees and costs incurred, as a result of the Translation Services rendered under this Agreement or any transaction or matter connected with the Translation Services or the relationship between the Client and the Translator. This clause shall not be read to provide indemnification for any Party in the event that a competent court of law, rendering final judgment, holds that the bad faith, gross negligence, or willful misconduct of the Party caused the damage, liability, or loss.
XIV. TIME FOR PERFORMANCE
Time shall be of the essence in the performance by the Translator of its obligations under this Agreement. Any dates, periods, or times for performance specified under this Agreement are to be met and failure to do so shall be a breach of this Agreement by the Translator. In case the Translator will not be able to finish the assigned work on time, a notice must be given to the Client at least 24 hours before a task or assignment is due, otherwise, the Client may opt to consider such failure as a material breach of this agreement.
XV. TERMINATION
This Agreement may be terminated by either Party through a written notice:
1. if the other party commits a material breach of any term of this Agreement that cannot be remedied within Fourteen (14) Days or was not remedied within Fourteen (14) Days after a written request, such as non-payment or non-performance unless otherwise provided elsewhere in this agreement;
2. if the other party becomes unable to perform its duties hereunder, including the duty to pay or the duty to perform.
If this Agreement is terminated, the Client hereby agrees to pay for all Translation Services rendered up to the date of termination.
Any termination shall not affect the accrued rights or liabilities of either party under this Agreement or the law and shall be without prejudice to any rights or remedies either party may be entitled. Any provision or subpart of this Agreement which is meant to continue after the termination or come into force at or after termination shall not be affected.
XVI. RELATIONSHIP OF THE PARTIES.
The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute an employment, partnership, joint venture, agency relationship, or otherwise between the Parties and that this Agreement is for the sole and express purpose of rendering the Translation Services by the Translator to the Client under the terms and conditions contained herein.
XVII. WRITTEN NOTICES
All notices that are required to be in writing and any other communication may be made through email at the Parties' respective email addresses as follows:
1. Translator: ________
2. Client: ________
XVIII. FORCE MAJEURE
Neither Party shall be liable for any failure to perform due to causes beyond its reasonable control including but not limited to acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances, provided that the Party prevented from complying herewith shall take all actions within its power to comply as fully as possible.
Except when not reasonably possible, the Party prevented by force majeure shall notify the other Party in writing within 5 days from the occurrence of said force majeure.
XIX. ASSIGNMENT
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party.
XX. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
XXI. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
XXII. WAIVER
Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment or cancellation, or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by the party granting the waiver. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.
XXIII. COUNTERPARTS
This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date that both Parties signed the Agreement.
XXIV. SEVERABILITY
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.
XXV. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
XXVI. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
XXVII. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between the Translator and the Client and supersedes all prior negotiations, representations, agreements, either oral or written.
XXVIII. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.
________
Translator
________
Client
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