Date of this Agreement: the date of the Proposal or Estimate.
International Business and Intelligence Services, or IBIS of PLANO, TX ("IBIS") and Client ("Client") hereby agree as follows:
1. Description of services. IBIS, acting as an independent contractor, will provide language interpretation services as may be required by Client.
Scheduled performance date to be agreed.
2. Fee for services. Client agrees to pay the amount specified in this proposal as interpreter's fee for the above service(s). 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 IBIS’ billing for the fees or costs. Any payments for fees or costs not received by IBIS within 15 days of the due date will be deemed late and shall be subject to a 12 % per month late charge. Client agrees to be responsible for IBIS’ costs in collecting late payments due from Client, including reasonable attorneys' fees.
3. Cancellation, rescheduling or withdrawal by Client. If Client cancels, reschedules or withdraws any portion of the assignment described in paragraph 1 above prior to performance of the services or if such cancellation, rescheduling or withdrawal occurs less than 72 hours before the beginning of the assignment, then, in consideration of IBIS’ scheduling and/or performing said service(s) Client shall pay IBIS the portion of the above fee represented by the percentage of total services already performed, if such services are scheduled to be performed in phases, or 50% at a minimum of the full one day charge, or 50% of the applicable and agreed minimum charge for partial day assignments, but in any event not less than 30 % 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: investigation, inquiry, or research beyond that normal to a routine interpretation if no terminology is provided by Client. Such additional fees will be calculated as follows:
5. Additional costs. Client shall reimburse IBIS for necessary out-of-pocket expenses incurred by IBIS that are not a normal part of routine interpretation assignment, such as, long distance telephone and telefax expenses to clarify terminology, simultaneous interpretation equipment provisioning, etc.
6. Confidentiality. All knowledge and information expressly identified by Client in writing as confidential which IBIS acquires during the term of this Agreement regarding the business and products of Client shall be maintained in strict confidentiality by IBIS and, except as expressly authorized by Client in writing, shall not be divulged or published by IBIS and shall not be authorized by IBIS to be divulged or published by others. Confidential information for purposes of this paragraph shall not include the following:
Information which is or becomes available to the general public, provided the disclosure of such information did not result from a breach by IBIS of this paragraph.
Notes, consecutive interpretation note taking, terminological glossary entries compiled by interpreter in the course of interpreter's performance of the interpretation service(s) under this Agreement; provided, however, that Client and IBIS may agree in writing that, upon payment by Client to IBIS of an agreed-upon fee, such terminological glossary entries, notes in extenso shall be the property of Client and shall be covered by the confidentiality provisions of this paragraph.
7. Protection of copyright. IBIS shall have no obligation to take any steps to protect any copyright, trademark or other right of Client with respect to the interpretation, except as may be expressly otherwise provided in this Agreement. Notwithstanding the foregoing, interpreter shall have the right to retain copies of his/her notes, subject to the provisions of paragraph 6 above.
8. Indemnification and hold-harmless by Client. Client agrees to indemnify and hold IBIS harmless from any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) which IBIS may incur based on information, representations, reports, data or product specifications furnished, prepared or approved by Client for use by IBIS in the work performed under this Agreement.
9. Governing law. This Agreement shall be governed by the laws of the State of Texas.
10. Additional provisions. As agreed at time of signature of the Purchase Order.
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 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.
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