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    ica

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    198 views7 pages

    Ica

    Uploaded by

    Adrijan Alispahić
    ica

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    of 7
    TRANSPERFECT TRANSLATIONS INDEPENDENT CONTRACTOR AGREEMENT Contractor Name (first and last name if individual or full legal name if company) Adria ALISPAMIC Contractor Representative (SAME if Contractor is an individual): Averkn ALISPAHIC Address: 1027 BUDAPEST, KunlaueDh UT IA ar, Hung key EIN # (a.k.a, FEIN, FIN, Employer ID oF Tax ID (if Contractor is US Compan: L. Independent Contractor Status Contractor, including without limitation, Contractor's agents, employees, subsidiaries, divisions, affiliates and related entities and companies (hereinafter “Contractor”), expressly acknowledges and agrees that any and all services ("Services") rendered by Contractor for, to, oF on behalf of TransPerfect Translations International, Ine. or any of its subsidiaries, affiliates, isions, and related entities and companies (the “Company") and Company's clients (“Clients”) are done so as an dependent contractor, pursuant to this Independent Contractor Agreement (“Agreement”). Contractor further expressly ‘acknowledges and agrees that Contractor is NOT an employee of the Company and hereby represents and warrants that: 1) Contractor will not be entitled to any of the benefits which the Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Contractor further ‘agrees that Contractor will not under any circumstances claim or seek any entitlement to any of the benefits which the ‘Company has made available to its employees. 2) Contractor is not authorized to make any representation, contract or commitment on behalf of the Company. 3) Contractor shall exclusively provide the equipment, supplies, and all other materials necessary for Contractor's performance of the Services hereunder. Such equipment, supplies, etc. shall include, but are not limited to, books and ‘TransPertec Translations Bt TPTO74=rev. 8-4 June 2019, Contractor inital TRANSPERFECT TRANSLATIONS reference materials, dictionaries, facsimile equipment, beepers, cellular phones, PDA devices, personal computers, nd special software packages, or other equipment used in performing the services. 4) Contractor is responsible for all the products and Services provided by Contractor, or any employee or individual ‘working for the Contractor. 5) The Company will NOT withhold any taxes from Contractor fees regardless of whether or not the Contractor is an individual or a company. 6) The Company will report Contractor's gross fees as may be required by federal, state and local law on an IRS Form 1099 if Contractor isin the US. 7) Contractor is solely responsible for the payment and filing of all applicable federal, state, or other applicable taxes income or otherwise, incurred or due as a result of the receipt of gross fees under this Agreement, and Contractor ile, on a timely basi, all tax returns required to be filed by any federal, state, local or other tax authority with respect to the receipt of gross fees under this Agreement. Contractor shall indemnify, defend and hold harmless Company and its officers, directors, employees, Clients agents and others considered responsible persons under applicable state, federal or local law for Company’s costs incurred in connection with Contractor's failure to pay any required taxes pursuant to this Agreement. 8) Contractor represents and warrants that it has obtained any and all applicable federal, state, city and other necessary business license(s) and permit(s) and insurance to perform the Services required pursuant to this Agreement; and Contractor has an established business as evidenced by business cards, letterhead, and business resume with established credentials. If Contractor is a legal entity, Contractor represents and warrants tha it is validly existing and in good standing in the state or jurisdiction of origination. 9) Contractor is NOT covered under any of the Company's insurance poli insurance, workers’ compensation insurance, unemployment insurance, etc.) {including but not limited to: disability 10 ‘The Company may terminate the use of Contractor's service at any time without cause and without further obligation, except for payment due for satisfactorily performed Services prior to the date of termination. 11) By executing this Agreement, and Contractor's performance of Services to the Company under this Agreement, ‘Contractor is not violating any agreement between Contractor and another third party. 12) Contractor may perform Services for any translation/interpreting company or other companies or individuals, provided such performance is compliant and consistent with Contractor's obligations contained within this ‘Agreement 13) The Company will not regularly observe or supervise Contractor while Services are performed pursuant to the Agreement and the Company will not regularly provide directives regarding the specifies of the Services being performed by Contractor. 14) The Company will not set definite and regular hours for Contractor's performance of Services hereunder. 15) If performing translation Services, Contractor generally shall not do so on the premises of the Company or at a location established by the Company, The Client for which such Services are being performed may designate, in its discretion, a location where Contractor shall perform such translation services. 16) Contractor retains the right to accept or reject any assignment, 17) Contractor will not be reimbursed for usual and ordinary expenses which are incurred in connection with the performance of Services pursuant to this Agreement. By signing this Agreement, Contractor expressly acknowledges and agrees that Contractor has read the terms and conditions of this Agreement. ‘TransPerfect Translations pz, TPT O74 —rev.8 4 June 2019 Contractor intial: TRANSPERFECT TRANSLATIONS Contractor must immediately notify the Company in writing if Contractor is unable to comply with the terms and condi ‘Contractors this Agreement, The Company reserves the right to immediately, with or without notice and in its sole diseretion, suspend or ferminae this Agreement and any open assignment being performed by Contractor. Il. Services 1). Contractor represents and warrants that Contractor is not presently debarred, suspended, proposed for disbarment, declared incligible, or voluntarily excluded from covered transactions by any United States or foreign government depariment or agency, and more specifically that Contractor's name does not appear on the FDA/ORA Debarment List In addition, Contractor represents and warrants that any person or etty performing work with or for Contractor, ‘as agreed upon in writing with the Company, is not presently debarred, suspended, proposed for disbarment, declared neligile, or voluntarily excluded from covered transactions by any department or agency as desribed within this section ‘Contractor represents and warrants that Contractor's nor any individual or entity performing Services or employed or ccontracted with or for Contractor, does not appear any United States Department of the Treasury's Specially Designated Nationals and Blocked Persons List In the event that Contractor becomes aware of or receives notice of the debarment of any individual, corporation, partnership, or association providing Services to Contractor which relate to the Services being provided under this ‘Agreement, Contractor agrees to immediately notify Company, Contractor represents and warrants that both Contractor and the Services provided by Contractor hereunder shall comply with all applicable laws and regulations, including but not limited (0, applicable international, federal, state and local regulations, laws and ordinances. 2) Contractor agrees to provide Services in accordance to the Company's specifications, to complete all assignments previously accepted by Contractor and to have work reviewed by the Company and/or an independent third party. If it is determined that Contractor has returned, in Company's sole opinion, sub-standard, deficient or incomplete work, the Company has the right to withhold and/or reduce payment and terminate this Agreement. 3) Comtractor warrants that the intellectual property and Services Contractor will produce will be original and will not infringe any third party's patents, trademarks, trade secrets, copyrights or other proprietary rights. To the extent that Contractor is required to incorporate a third party's proprietary materials into the intellectual property and Services, Contractor produces for Company or Company's Clients, Contractor will obtain all authorizations necessary for such incorporation and will obtain such permissions as are required by Company or Company's Clients to allow Company ‘or Company's Clients to fully exploit the intellectual property and Services produced by Contractor. 4) Contractor understands that during an assignment Contractor must adhere to deadlines and project requirements as delineated by the Company or Company's Client, and provide summaries of Services upon request. III. Confidentiality and Owners! 1) Contractor understands that Contractor will, in the course of providing Services to the Company, be exposed to and have access to sensitive and confidential matters, and that Contractor is required to maintain strict confidentiality ‘over all products, designs and matters which come to Contractor's attention through the Company directly ot indirectly. "Confidential Information” means proprietary information, technical data, trade secrets or know-how of Company or Company's Clients, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, ‘engineering, hardware configuration information, marketing, finances or other business information, or information prepared for litigation purposes or that may be subject to the attorney-client, attorney work product or other applicable privileges or immunities that the Client is providing to TransPerfect without waiver of any such privileges, that is disclosed to the other party, either directly or indirectly, in writing, orally or by drawings or inspection of ‘TransPerfect Translations TPT O74 —rev.8-4 June 2013, Contractor ints: TRANSPERFECT TRANSLATIONS samples, equipment or facilites, pursuant to this Agreement. Contractor agres that Contractor shall no, during or at ‘ny ime following the execution of this Agreement, use of disclose in any manner any Company Confidential Information or the information of a Company Client 2) Contractor agrees that all Company or Client Confidential Information is the property of the Company and/or its Client and may not be disclosed, without the express written consent of the Company and its Client. 3) Except in connection with the performance of Contractor's Services hereunder, Contractor shall not, during the term of this Agreement and for a period of 18 months following the termination hereof, attempt to contact directly or indirectly any Client for whom Contractor was referred by the Company in the performance of Services, without prior written consent from the Company's Chief Executive Office. 4) Contractor agrees, during the term of this Agreement and for a period of 18 months following the termination hereof not to induce or attempt to influence, directly or indirectly, any employee or subcontractor of the Company to terminate hiser employment with Company 5) All work product, including but not limited to, computer files, concepts, designs, discoveries, drawings, inventions, ‘models, plans, programming, schedules, specifications, technical documentation, software, translations, translation oF source code (“Work Product”) produced in connection with the performance of Contractor's obligations under this Agreement shall become the property of Company and Company's Client's and Company and Company's Clients shall obtain all right, ttle and interest in such Work Product, including but not limited to exclusive copyright, trademark or any other intellectual property interest or right. Work Product shall be deemed “work for hire” as such term is defined under United States or international law. To the extent any such materials do not qualify as “work for * under applicable law, and to the extent they include materials subject to copyright, patent, trade secret, or other proprietary rights protection, Contractor hereby assigns to the Company all rights, title, and interest in and to all Work Product. To the extent Contractor has any rights in the same; Contractor hereby waives all enforcement of such rights. 6) Contractor shall indemnify, defend and hold harmless Company and each Company affiliate, and their respective customers, Clients, employees, officers, directors, shareholders, successors and assigns, from any and all Losses (as defined below) that arise from, are connected with, are attributable, or are otherwise related to any and all claims that any goods, deliverables, Work Product or Services provided to Company or any Company affiliate infringes another party's patent, copyright, trade secret, or trademark or other intellectual property or proprietary right. (“Losses”) shall ‘mean all losses, liabilities, damages and claims, and all related costs and expenses (including any and all reasonable legal fees, expert witness fees and reasonable costs of investigation, litigation, settlement, judgment, appeal, interest and penalties) incurred by Company, Company”s Clients, and any of their afiites, 7) Contractor agrees to immediately refuse cooperation and/or notify the Company in case of any conflicts of interest 8) Contractor agrees not to discuss any negotiated compensation (°NC") received from the Company with representatives from any organization other than the Company, including but not limited to other independent ‘contractors, vendors and Clients of the Company. Any discussion of NC with Clients or any other linguists working with the Company is strictly prohibited. TV. Miscellaneous Contractor understands that this Agreement, and the rights and obligations relating hereto, applies to the Company and all its subsidiaries, affiliates, divisions, and related entities and companies. Contractor shall indemnify, defend and hold harmless Company and each Company affiliate, and their respective customers, Clients, employees, officers, directors, shareholders, successors and assigns, from any and all Losses (as defined below) that arise from, are connected with, are attributable to Contractor's breach of this Agreement. Contractor understands that all assessment and certification materials are the sole property of the Company and shall not be distributed, disseminated or imparted to any third party (in any physical, electronic or verbal form) without the express “TransPerfect Translations p ‘TPT 074 rev. 8-4 June 2013, Contractor ints: TRANSPERFECT TRANSLATIONS written permission of the Company. Contractor agrees not to discuss Contractor’s participation in the assessment and certification process with any third party (in any written or verbal form), regardless of the results. Contractor understands that samples completed for the Company's assessment are NOT subject to payment, and that the completion of any and all translation, proofreading and/or quality management assessment is voluntary. Contractor understands that the Company ‘does not use Contractor test samples or any other application materials for profit, or for any purposes other than for the assessment and confirmation of Contractor's qualifications. Contractor understands that Contractor assessments are Subject to review by the Company’s internal and/or external linguists to whom this responsibility is assigned, and that the assessment reports issued are final, binding, and not subject to challenge. Contractor represents and warrants that Contractor will, upon request, at the conclusion of an assignment, or in the event that Contractor is not retained to perform or to continue to perform an assignment or Services, delete andéor destroy all source files, documents, software, and any other materials and Confidential Information provided by the Company to Contractor at any time in connection with such assignment. Contractor authorizes the Company to maintain and store, consistent with applicable law and for legitimate business purposes, data regarding Contractor. ‘The Company reserves the right, in its sole discretion, to conduct, or have a third party conduct audits of Contractor's business practices, and any other matters reasonably relating to the performance of Contractor's Services, hereunder. Contractor acknowledges that the Company's right request and conduct such audits is a condition of Contractor's engagement hereunder, and Contractor agrees to cooperate fully in such audits. Although the Company, ‘where practicable, will endeavor to provide advance notice to Contractor of its intent to conduct an audit, the parties agree that the Company may conduct an unannounced aul ‘Checks issued by Company for payment of all Services and/or goods under this contract shall be presented by Contractor for payment within, but not exceeding, one hundred twenty (120) days after the date of issuance of the check or the obligation will be deemed discharged. Failure to present check within the one hundred twenty (120) ~

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