Translation Agreement

Translation Agreement

 

This Agreement is made between

______________________ ("Client"),
with a principal place of business at
______________________________________________________________________,

and

Studio RAIN ("Translator"),
with a principal place of business at

Joyful-Hachiohji 310 4-14-6 Myojin-cho Hachiohji-shi, Tokyo, Japan.

 

1. Services to be Performed

Translator agrees to perform the following services:
Localisation of written text, software files, documentation, and ancillary materials to meet the requirements and standard idioms of the language used in a particular country ("Translation")

2. Payment

In consideration for the services to be performed by Translator, Client agrees to pay Translator at the rate of _____ per_____ .

3. Terms of Payment

Upon completing Translator's services under this Agreement, Translator shall submit an invoice. Client shall pay Translator within ______ days from the date of Translator's invoice.

4. Expenses

Translator shall be responsible for all expenses incurred while performing services under this Agreement.
However, Client shall reimburse Translator for all reasonable travel and living expenses necessarily incurred by Translator while away from Translator's regular place of business to perform services under this Agreement. Translator shall submit an itemized statement of such expenses. Client shall pay Translator within 30 days from the date of each statement.

5. Term of Agreement

This agreement will become effective when signed by both parties and will terminate on the earlier of:
  • the date Translator completes the services required by this Agreement
  • ____________ [date], or
  • the date a party terminates the Agreement as provided below.

6. Terminating the Agreement

With reasonable cause, either party may terminate this Agreement effective immediately by giving written notice of termination for cause. Reasonable cause includes:
  • a material violation of this Agreement, or
  • nonpayment of Translator's compensation after 20 days written demand for payment.
Translator shall be entitled to full payment for services performed prior to the effective date of termination.

7. Intellectual Property Ownership

Translator assigns to Client all patent, copyright and trade secret rights in anything created or developed by Translator for Client under this Agreement. This assignment is conditioned upon full payment of the compensation due Translator under this Agreement.
Translator shall help prepare any documents Client considers necessary to secure any copyright, patent or other intellectual property rights at no charge to Client. However, Client shall reimburse Translator for reasonable out-of-pocket expenses.

8. Confidentiality

During the term of this Agreement and for months/years afterward, Translator will use reasonable care to prevent the unauthorized use or dissemination of Client's confidential information. Reasonable care means at least the same degree of care Translator uses to protect its own confidential information from unauthorized disclosure.
Confidential information is limited to information clearly marked as confidential, or disclosed orally and summarized and identified as confidential in a writing delivered to Translator within 15 days of disclosure.
Confidential information does not include information that:
  • the Translator knew before Client disclosed it
  • is or becomes public knowledge through no fault of Translator
  • Translator obtains from sources other than Client who owe no duty of confidentiality to Client, or
  • Translator independently develops.

9. Exclusive Agreement

This is the entire Agreement between Translator and Client.

10. Modifying the Agreement

This Agreement may be modified only by a writing signed by both parties.

11. Resolving Disputes

If a dispute arises under this Agreement, any party may take the matter to court.
If any court action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which he or she may be entitled.

12. Notices

All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows:
  • when delivered personally to the recipient's address as stated on this Agreement;
  • 7 days after being deposited in international air mail, with postage prepaid to the recipient's address as stated on this Agreement; or
  • when sent by fax to the last fax number of the recipient known to the person giving notice; such notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt.

13. No Partnership

This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other's behalf.

14. Applicable Law

This Agreement will be governed by the laws of _____________.

15. Assignment

Either Translator or Client may assign its rights and may delegate its duties under this Agreement.

Signatures

Client:

_________________________ {Name of Client]
By: ____________________________
Signature
Title: _________________________
Date: _________________________

Translator:

By: ____________________________
Signature
Title: _________________________
Date: _________________________