This Services Agreement (“Agreement”) is entered between _______________________________ (“You”) and Multilingual Connections, (“MLC”), an Illinois limited liability company (collectively referred to as “Parties”), on the date at the bottom of this Agreement (“Effective Date”).
Services. All Services are governed by this Agreement. The Parties will determine agreed Services and deliverables in one or more statements of work, project scopes, estimates, email correspondences, or otherwise (collectively, “SOWs”).
Your Responsibilities. Source Materials must be legible and/or audibly understandable, as determined by MLC. MLC will not be responsible for delays, unfulfilled services, unanticipated fees or costs due to delays caused by you, changes in SOW, or insufficient Source Materials. You warrant and represent that you own or have the right to use and/or share the Source Materials. You agree to defend, indemnify, and hold MLC harmless against all claims, demands, or actions of third parties, and fees, costs, damages, injuries, and liabilities of any nature, arising out of your disclosure to MLC, or MLC’s use of Source Materials.
Corrections/Modifications. If you are not reasonably satisfied with the deliverables, you must notify MLC within thirty (30) days of the delivery date. In such event, your sole remedies will be 1) corrections of agreed errors; or 2) other agreed modifications to meet the SOW. Any other changes requested at any time will be billed at MLC’s applicable rates.
Fees and Payments. You agree to pay MLC its fees for Services rendered in each SOW as specified. Unless otherwise expressly agreed, payment of fees are due within 15 days of the invoice date. Overdue balances will incur 9% simple annual interest, or the highest rate allowed by applicable law, whichever is higher. MLC reserves the right to suspend or terminate Services for your failure to pay invoices or for delinquent accounts. You agree and acknowledge you will be liable for any and all costs incurred by MLC in connection with collections on your account, including bank fees, collections costs, reasonable attorneys’ fees and other legal costs, and the reasonable costs of time of MLC’s personnel in pursuit of overdue or problematic payments on your account.
Cancellation/Termination. In the event of any cancellation of Services or termination of this Agreement, You agree and acknowledge You will be responsible for full payment of all fees due with respect to Services rendered prior to cancellation or termination. All of the agreements, understandings, and obligations contained throughout this Agreement that expressly by their terms or implicitly by their nature are intended by the Parties to continue after termination of Services or this Agreement, do and will survive any such termination and continue in full force and effect.
Confidentiality. As used herein, “Confidential Information” includes any information of a Party (as the “Disclosing Party”) disclosed or provided to the other (as the “Receiving Party”) constituting a) the Disclosing Party’s proprietary information; b) information regarding the Disclosing Party’s Representatives; or c) information provided to the Disclosing Party in confidence or with reasonable expectation of confidence by a third party and marked “confidential”. Confidential Information shall not include any information i) a Receiving Party lawfully knew prior to its disclosure in connection with this Agreement; ii) a third party free of any confidentiality obligations with respect to the information rightfully disclosed to the Receiving Party; or iii) is or has become generally available to the public. The Receiving Party shall not disclose Confidential Information except as required by law. Receiving Party may use Confidential Information in its performance of the Services to the Disclosing Party including disclosing the Confidential Information to its Representatives who are bound by this Section of this Agreement. This clause shall survive the termination of this Agreement.
Disclaimer and Limitation of Liability. You understand and agree that MLC is not liable for use of the deliverables, and that you are solely responsible and bear sole risk and liability for your business, decisions, ultimate use of Deliverables, and any and all results thereof. You understand and agree that language and meaning can be relative or contextual and that different individuals may express meaning using different words. MLC makes no guarantees, representations or warranties of any kind or nature, express or implied, with respect to the services negotiated, agreed upon and rendered.
IN NO EVENT SHALL MLC BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT. ANY ACTION AGAINST MLC IN CONNECTION HERETO MUST BE BROUGHT WITHIN ONE YEAR FOLLOWING THE DATE OF SERVICES SUBJECT TO THE CLAIM. NOTWITHSTANDING ANY DAMAGES THAT YOU MAY INCUR, MLC’S ENTIRE LIABILITY UNDER THIS AGREEMENT, AND THE YOUR EXCLUSIVE REMEDY, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO MLC UNDER THIS AGREEMENT FOR ALL SERVICES RENDERED THROUGH AND INCLUDING THE TERMINATION DATE.
Non-Solicitation. During and for one (1) year following termination of this Agreement, you agree not to, directly or indirectly, actually or attempt to recruit, solicit, induce, or encourage any Agent/Representative of MLC to terminate, breach, or modify its employment, contractual, or other business relationship with MLC or to provide direct services, as an employee or otherwise, to you. The Parties agree that money damages flowing from any breach of this provision may not adequately compensate MLC. In the event of any such breach, in addition to any other remedies available to MLC, you will deliver to MLC upon its demand, as liquidated damages and not as punishment, $75,000 (USD) by certified check or money order.
Waiver. The failure of any Party at any time to require performance of any provision of this Agreement shall not limit that Party’s right to enforce the provision, nor shall any waiver of any breach of any provision constitute a waiver of that provision itself.
Entire Agreement and Construction. This Agreement, along with any of its Exhibits, SOWs, or other counterparts, constitutes the entire agreement between you and the Company for the services to be provided. This Agreement may only be amended in writing by the Parties, and is binding upon and enforceable by the Parties’ successors and assigns. You may not assign this Agreement without MLC’s prior written consent. Nothing contained in this Agreement will be deemed to limit either Party’s remedies at law or in equity for any breach of, or arising under, this Agreement. Uses herein of the term, “including” shall be read to mean, “including, but not limited to,” unless the context requires otherwise.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable as written, the remaining provisions shall continue to be valid and enforceable.
Governing Law. This Agreement is governed by the laws of the State of Illinois, without giving effect to any choice or conflict of law rule or provision. The courts of Cook County, Illinois have exclusive jurisdiction over all claims related to or regarding this Agreement.
Authority to Contract. Each Party warrants that a) it has all requisite legal authority to enterinto this Agreement, b) the person signing this Agreement on its behalf is authorized to do so, and c) forming this Agreement will not violate any other agreement to which it is a party or restriction by which it is bound or create any conflict of interest.
Notice. Except as otherwise provided herein, where the Agreement requires one party to notify or give notice to the other party, such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission, with proof of delivery required.
Counterparts. This Agreement may be executed in any number of counterparts, each of which will be an original, and all of which together will constitute one and the same Agreement. Any Party may sign this Agreement by hand or electronically, including by expressly placing the signor’s confirmation of agreement in an email reply in response to receipt of this Agreement, and including via an online button or checkbox indicating the signor’s agreement to this Agreement, and any such signature will be legally valid and binding. A facsimile, digital, or other copy or transmission of an executed counterpart of, or other express indication of agreement to, this Agreement has the same legally binding validity as an executed paper counterpart of this Agreement, each and any of which will be an original.
