Please read the following Services Agreement in its entirety.
SERVICES AGREEMENT
This Services Agreement (“Agreement”) is made and entered into by and between you and Multilingual Connections, LLC, an Illinois limited liability company (“Multilingual Connections”), each a “Party” and together the “Parties,” on or as of the effective date indicated at the bottom of this Agreement (“Effective Date”).
All Terms Contractual. This entire instrument is contractual.
Scope of Services. All services agreed between the Parties during the term of this Agreement to be provided by Multilingual Connections (the “Services”) are governed by this Agreement. The Parties will determine agreed Services or will agree regarding changes to the Services in writing. Each written agreement regarding scope of or changes to Services will be referred to in this Agreement as a “Project Scope.” Project Scopes may include one or more email correspondences or other writings evidencing the Parties’ agreements regarding the Services to be provided. Use in this Agreement of the term Project Scope is for convenience only, and the Parties’ actual writings evidencing agreed Services need not contain the words, “Project Scope.” All Project Scopes are incorporated into and made part of this Agreement. In the event any Project Scope contains one or more terms in conflict with the terms of this Agreement, the terms of this Agreement govern, unless the Parties explicitly specify in writing in the Project Scope that the conflicting term(s) will govern by including before each conflicting term the words, “Notwithstanding anything to the contrary in the Parties’ Services Agreement, ….”
Services. The Services will generally include translating, transcribing, editing, formatting, and proofreading of source materials and other similar and related services (the “Source Materials”) provided by You to Multilingual Connections. Textual Source Materials must be legible. Audible Source Materials must be understandable. Multilingual Connections will do its best to discern the content of Source Materials, and will request from You alternate copies or additional relevant information as necessary. You agree to timely respond to Multilingual Connections’ requests or inquiries regarding Source Materials. Your responses impact our ability to timely deliver Services.
Timeline. Multilingual Connections uses its best efforts to complete each project timely with respect to project length and complexity of Source Materials. For specific projects, Multilingual Connections will provide the Services according to timelines agreed in applicable Project Scopes, if any. If necessary in your reasonable discretion, you may request reasonable project status updates on a per project basis.
Factors contributing to Extended Project Times and Unanticipated Costs. You understand and agree that certain factors may contribute to extended project times or unanticipated fees or costs. Such factors may include, but are not limited to, delays by You in delivering Source Materials, requests by You for additions or changes to Services, or delays or failures by You to respond to inquiries or correspondences relevant to Multilingual Connections’ provision of Services for You. You understand and agree that Multilingual Connections is not responsible or liable for delays to timeline caused by You or for the addition of fees or costs for additional or changed Services agreed between the Parties.
Acceptance of Deliverables, Corrections, Modifications. Multilingual Connections works hard to provide You with clear, consistent, and accurate deliverables. We hope and expect you will be satisfied with your deliverables and find our work to be of dependable, high quality. Please review your deliverables as soon as you receive them, and do contact us regarding any problems or issues. If for some reason you are not satisfied, we would like the opportunity to address your experience. In the unlikely event You are not reasonably satisfied with your translation or transcription, your sole remedies will be 1) corrections of errors or 2) other agreed modifications necessary to bring your translation or transcription into conformity with the applicable agreed Project Scope. In the unlikely event your translation or transcription contains errors or, subject to the Parties’ mutual agreement, requires modifications in order to conform to the applicable agreed Project Scope and You notify Multilingual Connections of those errors or modifications within thirty (30) days after date of delivery of your translation or transcription, Multilingual Connections will correct those errors or make those modifications free of charge. For any errors or agreed modifications regarding which You notify Multilingual Connections thirty-one (31) or more days after delivery of your translation or transcription, Multilingual Connections will correct those errors or make those modifications at Multilingual Connections’ then-current rates of service, according to Multilingual Connections’ scheduling availability at that time.
Fees and Payments. Fees for Services are charged per source word or audio minute at the rates listed in Multilingual Connections’ then-current rate sheets or as otherwise agreed in writing between You and Multilingual Connections. Depending on the applicable project, Multilingual Connections will invoice You monthly, per project milestones, or upon project conclusion for fees due and payable for Services rendered during the prior period. Full payment of invoice amount is due and payable, and you agree that you will timely pay such invoice amount in full to Multilingual Connections, within fifteen (15) days following the date of invoice delivery, unless otherwise agreed in advance. Any balance unpaid as of its date due will be charged, and You agree that you will additionally pay timely and in full to Multilingual Connections, interest calculated at the rate of 9% simple interest per year, or .75% simple interest per month (or the highest rate allowed under applicable law).
Cancellation of Services, Termination of Agreement. You may cancel specific Services by providing written notice of cancellation to Multilingual Connections a minimum of two (2) business days prior to date of cancellation. You may terminate this Agreement for any reason, including but not limited to solely for your own convenience, upon ten (10) business days’ written notice to Multilingual Connections. Provided no Services are then in effect, Multilingual Connections may terminate this Agreement for any reason, including solely for its own convenience, upon ten (10) business days’ written notice to You, provided that Multilingual Connections may terminate this Agreement immediately upon written notice to You in the event of a breach or default by You of this Agreement and your failure to cure such breach or default within seven (7) days after delivery of written notice to You of such breach or default. Regardless of any cancellation of Services or termination of this Agreement by either Party, You understand and agree that You are responsible and liable for full payment of all fees, charges, and interest owing and due with respect to Services rendered prior to cancellation or termination. This Agreement terminates automatically upon the Parties’ execution of any Agreement intended to supersede this Agreement.
Confidentiality. Multilingual Connections takes seriously your need for confidentiality. As used in this Agreement, the term “Confidential Information” includes information disclosed or provided by You to Multilingual Connections constituting a) your work product or other trade secrets; b) your personnel information; or c) information provided to you in confidence by a third party and marked “Confidential.”. Confidential Information does not include any information Multilingual Connections a) lawfully knew prior to your disclosure or provision of that information in connection with this Agreement; b) a third party free of any confidentiality obligations with respect to the information rightfully disclosed to Multilingual Connections; or c) through no fault of Multilingual Connections, is or has become generally available to the public. During and after the term of this Agreement, except for purposes of fulfilling its obligations under this Agreement, and then only to persons with a need to know, Multilingual Connections will keep confidential, and will not without your prior written consent disclose to any third party or use, Confidential Information.
Ownership and Intellectual Property Rights in Deliverables. All deliverables developed for You by Multilingual Connections are considered “work made for hire” authored and owned by You, with all right, title, and interest therein and thereto. In the event any deliverables are deemed by a court of competent jurisdiction not to be works made for hire, Multilingual Connections hereby transfers and assigns to You all right, title, and interest in and to said deliverables.
Your Warrants and Representations. You hereby warrant, agree, and represent that you have all necessary rights, title, interests, licenses, and authorities to disclose and use the Source Materials, Confidential Information, and all other information and materials disclosed or provided by You to Multilingual Connections (collectively, “Client Materials”), to provide the Client Materials to Multilingual Connections under this Agreement for the purposes contemplated in this Agreement, and to grant to Multilingual Connections permission to translate, transcribe, or otherwise use the Client Materials and to develop and deliver the deliverables contemplated under this Agreement. You understand and agree that, subject to the terms of this Agreement, upon disclosure or delivery of any or all Client Materials, you automatically grant to Multilingual Connections the right to disclose and use those Client Materials as Multilingual Connections deems reasonably necessary to fulfill its obligations under this Agreement. You hereby warrant, agree, and represent that Multilingual Connections’ use or disclosure of Client Materials will not infringe, invade, or otherwise interfere with any third party’s rights or interests of any kind or nature.
Right to Use Name and Feedback. You hereby grant to Multilingual Connections the perpetual, royalty-free, world-wide right to use your name and your feedback, comments, testimonials, endorsements, and compliments (collectively, “Feedback”) in any and all forms and mediums, including but not limited to on the World Wide Web and in other marketing materials of Multilingual Connections. You hereby release, waive, discharge, and covenant not to sue Multilingual Connections or any of its past, present, or future Representatives for libel, defamation, invasion of privacy, rights of publicity, violation of intellectual property rights of any kind or nature, or any other cause of action in connection with Multilingual Connections’ use of your name or Feedback with respect to the rights granted by You under this section.
Disclaimer and Limitation of Liability. While Multilingual Connections uses its best efforts to provide high quality and accurate Services and deliverables, You understand and agree that language and meaning can be relative or contextual, and that regardless, Multilingual Connections makes no promises or guarantees regarding your deliverables or their ultimate use. You understand and agree Multilingual Connections is not liable for your use of the deliverables, and that you are solely responsible and bear sole risk and liability for your business, decisions, and any and all results thereof. As used in this Agreement, the term “Representatives” means all members, managers, owners, shareholders, officers, directors, partners, agents, representatives, employees, contractors, staff members, licensees, associates, subsidiaries, affiliated entities, heirs, successors, and assigns of You and Multilingual Connections, respectively. In no event will Multilingual Connections OR ANY OF ITS PAST, PRESENT, OR FUTURE REPRESENTATIVES be liable for any consequential, indirect, exemplary, special, incidental, OR punitive damages arising from or relating to this Agreement or the services pERFORMED or deliverables provided under this agreement. Multilingual Connections’ total cumulative liability in connection with this Agreement, THE SERVICES, AND THE DELIVERABLES, whether in contract or tort or otherwise, will not exceed the aggregate amount of Fees PAID by You TO MULTILINGUAL CONNECTIONS for Services performed under this Agreement. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, multilingual connections makes no claims or warranties regarding the services or deliverables, and THE SERVICES and deliverables ARE PROVIDED “AS IS” AND WITH ALL FAULTS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, and TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MULTILINGUAL CONNECTIONS DISCLAIMS ANY AND ALL WARRANTIES, including but not limited to warranties of merchantability, title, non-infringement of third parties’ rights, fitness for a particular purpose, lack of viruses, accuracy, reliability, timeliness, or completeness of responses or results, workmanlike effort, lack of negligence, or correspondence to description.
Indemnification. The Parties each (as an “Indemnifying Party”) respectively hereby agree to defend, indemnify, and hold harmless the other Party and its past, present, and future Representatives (each, as an “Indemnified Party”) from and against, and each Indemnifying Party hereby agrees to release, waive, discharge, and covenant not to sue any Indemnified Party for, any and all claims, demands, actions, proceedings, arbitrations, mediations, or investigations, or threats of any thereof (collectively, “Claims”), and any and all fees, costs, losses, damages, obligations, expenses, injuries, and liabilities of any nature whatsoever, including but not limited to any and all attorneys’ fees and legal costs (collectively, “Costs”), arising out of or related to (a) Claims or Costs of third parties; (b) breach of or default under this Agreement or any provision or covenant hereof or representation or warranty hereunder by the Indemnifying Party or any of its Representatives; (c) any failure by the Indemnifying Party or any of its Representatives to comply with any local, state, federal, or international law, rule, regulation, or legal code; (d) fraud or false or misleading information or representation by the Indemnifying Party; or (e) the Indemnifying Party’s business. If for any reason a court of competent jurisdiction should hold Multilingual Connections liable for any such Claims or Costs in contravention of the Parties’ mutual intentions and this binding Agreement, You hereby agree that the fullest extent and entire liability of Multilingual Connections, and your sole and exclusive remedy, will not exceed actual and direct damages of up to the amount of fees actually paid by You to Multilingual Connections for Services rendered for You by Multilingual Connections. Even if any remedy herein fails its essential purpose, the foregoing limitations, exclusions, and disclaimers apply to the fullest extent permitted by applicable law.
Independent Contractor. Multilingual Connections is and has the status under this Agreement of an independent contractor, and Multilingual Connections is not your employee for any purpose. Multilingual Connections is not eligible to participate in any profit sharing, pension, insurance, or other benefit plans applicable to your employees or affiliates. Multilingual Connections is solely responsible for the payment of all of its employees’ compensation, employment taxes, worker’s compensation, and other similar payments or withholding amounts associated with, or applicable to, employment at Multilingual Connections, and, as applicable, any and all payments made by You to Multilingual Connections will be reportable to federal, state, and local taxing authorities on Form 1099-MISC.
Non-Solicitation. You understand and agree that Multilingual Connections has invested substantial assets and resources in the education, training, and development of its personnel, that it has a protectable interest in its business relationships with its personnel, and that its personnel are essential to its business. Accordingly, You agree that during the term of this Agreement and for a period of one (1) year following any termination of this Agreement, You will not, whether on your own or any third party’s behalf, directly or indirectly, actually or attempt to take away, recruit, solicit, or induce any Representative of Multilingual Connections for employment, engagement, or to otherwise terminate, breach, or modify any employment, contractual, or other business relationship with Multilingual Connections. You understand and acknowledge that any breach or violation by You of your non-solicitation obligations under this section and Agreement will cause Multilingual Connections irreparable harm, and that the damages flowing from that harm will be difficult to ascertain and may not adequately compensate Multilingual Connections. In light of this difficulty, and to avoid the Parties’ inconvenience and expense in attempting to ascertain precisely the damages incurred by Multilingual Connections in any such case, the Parties hereby agree that in the event of any such breach or violation by You, in addition to and not in lieu of any other remedies available to Multilingual Connections, within ten (10) days of written demand by Multilingual Connections, you will deliver to Multilingual Connections liquidated damages in the form of a certified check or money order in an amount equal to the subject Representative’s total annual compensation based upon Multilingual Connections’ rate of compensation then in effect for such Representative, plus any amounts expended by You in the process of inducing or soliciting the Representative to work for you or to otherwise terminate, breach, or modify its contract or relationship with Multilingual Connections. The Parties do not intend this liquidated damages payment to be penal in nature, and the Parties each agree that it will not be construed as penal. The Parties agree that any applicable payment by You of liquidated damages under this section on non-solicitation will not serve as a waiver of, nor will it bar, any other remedies or relief of any kind or nature available to Multilingual Connections under this section or Agreement, and that nothing contained in this section or Agreement will be deemed to limit Multilingual Connections’ remedies at law or in equity against You or the subject Representative, and Multilingual Connections will be free to pursue all remedies available to it under this section without necessity of proving actual damages or posting any bond or other security, and without any threat by You of defense against payment of the liquidated damages amount agreed to in this section by the Parties.
Remedies. 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.
Force Majeure. Multilingual Connections is not and will not be liable or responsible for Services or deliverables delayed or rendered temporarily or permanently impossible or impracticable through no fault of Multilingual Connections by forces beyond its control, including but not limited to acts of nature; acts of God; acts of government (whether National, State, or local); acts of war; civil or societal unrest; labor disputes; epidemics; changes in law, regulation, or policy; acts or omissions of third parties; logistical, World Wide Web, internet, or infrastructure disruptions, failures, or outages; or technical, software, hardware, or equipment disruptions or failures.
Dispute Resolution. Except with respect to a Party’s pursuit of injunctive relief under this Agreement, including but not limited to any need of Multilingual Connections, in its discretion, to enforce payment of any agreed liquidated damages amount under this Agreement, any dispute, claim, or cause of action arising under or in connection to this Agreement will be resolved by arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association by a one person arbitration panel in Chicago, Illinois. The Parties will seek to mutually agree upon an Arbitrator, and if the Parties are unable to agree upon an Arbitrator, each Party will select one Arbitrator, and those two Arbitrators will select one Arbitrator to arbitrate the dispute. The Arbitrator will have the additional exclusive authority to determine and award costs of arbitration and attorneys’ costs and fees incurred by the Parties. The Arbitrator’s award will include a written explanation of the Arbitrator’s decision and the factual bases and legal conclusions relied upon by the Arbitrator in rendering that decision, and will be final and binding between the Parties, and judgment upon the award may be entered by any court of competent jurisdiction. The Arbitrator’s decision will be limited to remedies subject to this Agreement and available to the Parties in any court of competent jurisdiction. All matters relating to the provisions in this Agreement regarding arbitration and any awards rendered pursuant to the arbitration will be governed by the Federal Arbitration Act. The Arbitrator will apply the substantive law of the State of Illinois, exclusive of any conflict of laws rules. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING UNDER OR IN CONNECTION TO THIS AGREEMENT, ANY TERM OR PROVISION OF THIS AGREEMENT, OR THE RELATIONSHIP OR SERVICES CONTEMPLATED BY THIS AGREEMENT.
Costs on Litigation. In the event of any litigation between the Parties under or in connection to this Agreement, the non-prevailing Party will reimburse the prevailing Party for, in addition to any other relief awarded, all costs and expenses reasonably incurred by the prevailing Party, including but not limited to reasonable attorneys’ fees and costs. As used in this Agreement, the term “prevailing Party” means that Party whose position is substantially upheld in a final judgment rendered in any litigation or, if the final judgment is appealed, that Party whose position is substantially upheld by the decision of the final appellate body that considers that appeal.
Enforceability. The Parties agree that this Agreement is binding upon, inures to the benefit of, and is enforceable by, the Parties and Multilingual Connections’ heirs, successors, and assigns.
Headings. The Headings and subheadings contained in this Agreement are for convenience only, and are not intended by the Parties to affect in any way the interpretation of any section of this Agreement or of the Agreement itself.
Construction. The Parties agree that words and phrases used in this Agreement, including any acknowledgment thereof, will be construed and applied flexibly as in the singular or plural number, or masculine, feminine, or neutral genders, as the context upon interpretation or application so requires, and will not be used to strictly limit any interpretation or application.
Waiver. The failure of either Party to insist upon strict performance of, or the waiver by either Party of any breach of, any term, provision, covenant, or condition of this Agreement is not and will not be deemed estoppel against asserting the right to require such performance in the future, nor deemed a waiver of any other term, covenant, or condition or any subsequent breach of the same or any other term, covenant, or condition. All remedies are cumulative.
Integration and Amendment. This Agreement supersedes all prior offers, negotiations, or agreements between the Parties concerning any and all terms expressed in this Agreement. This Agreement contains the complete understanding between the Parties concerning any and all of its terms, and may only be amended in writing executed by both Parties.
Severability. Wherever possible, each term and provision of this Agreement is to be interpreted in a manner as to be effective and valid under applicable law but, if any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such term or provision will be limited to the extent necessary, or, if necessary, stricken, so as to make the term or provision valid and enforceable to the fullest extent possible. Such limiting or striking will not affect any of the remaining terms or provisions of this Agreement, which will continue in full force and effect as written.
Governing Law and Choice of Forum. This Agreement, any amendments to this Agreement, and any dispute, claim, or cause of action arising under or in connection to this Agreement, including all matters of construction, validity, and performance, are governed exclusively by the terms of this Agreement and construed and enforced in accordance with Illinois law, without respect to its conflict of laws rules.
Survival. The Parties agree that all of the agreements, understandings, and obligations contained throughout this Agreement that expressly or impliedly continue after termination of this Agreement, do and will continue indefinitely and do and will survive any termination of this Agreement.
Authority to Contract. You represent and warrant that You have all requisite legal power and authority to enter into this Agreement with Multilingual Connections.
Mutual Agreement. This is a mutually-negotiated Agreement, and regardless of who was more responsible for its preparation, this Agreement is to, and will, be construed neutrally between the Parties. The Parties are equally sophisticated business participants, and have had the opportunity to have this Agreement reviewed by independent legal counsel. The language of all parts of this Agreement will in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any or either of the Parties.
Notice. Any notice required or permitted to be given under this Agreement must be in writing and may be delivered in person, by postage-pre-paid certified mail with return receipt requested, or electronically, including but not limited to email or any other form of communication deemed mutually acceptable by the Parties. In-person and electronic notices will be deemed to be given at the time of delivery. Postal notices will be deemed to be given at the expiration of three (3) days after the date of mailing if mailed within the continental United States and at the expiration of ten (10) days after the date of mailing if mailed internationally.
