1. SCOPE OF WORK:
(a) Company hereby retains Contractor,
and Contractor hereby agrees to perform for Company, certain consulting services (“Services”) as
specified in any task assignment.
(“Task”) upon the terms and conditions set forth in this Agreement.
Company, in its sole discretion, may notify Contractor of available Task opportunities from time to time.
Nothing in this Agreement shall be construed to require Company to make any minimum number of
referrals to Contractor.
Nothing in this Agreement shall prevent Company from offering the same Task opportunity to more than
one contractor on a “first come, first served” or price bid basis.
Contractor, in its sole discretion, is free to accept or reject any Task opportunity that may be made
available by or through Company.
(b) Contractor agrees to keep Company updated, promptly upon Company’s request and whenever
requested by Company, of any progress, problems, and/or developments of which Contractor is aware
regarding the Services.
2. PAYMENT FOR SERVICES/EXPENSES:
(a) In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to Company
under such Task,
Company shall pay Contractor, as full and complete payment for the Services rendered thereunder, the
amount authorized in the applicable Task, as such amount may be amended by mutual written agreement
of the parties,
and any expenses approved in advance in writing by Company. Following completion of Services
authorized in the applicable Task and delivery of all related deliverables,
Contractor will submit to Company an invoice in the amount authorized by such Task.
Company shall use all reasonable effort to pay such invoice within sixty (60) days following receipt of a
proper invoice, except for amounts which are the subject of a good faith dispute.
The parties will work together in good faith to resolve such disputes in a timely manner.
(b) For the avoidance of doubt, Contractor shall not be paid a fee for any period in which the Services have
not been provided for whatever reason, including sickness, agreed absences or other commitment of
Contractor which renders him unable to provide the Services.
(c) Contractor shall not be entitled to receive any other compensation or any benefits from Company.
Except as otherwise required by law,
Company shall not withhold any sums from payments made to Consultant for Social Security or local tax
liabilities or contributions, and all such withholdings, liabilities, and contributions shall be solely
Consultant’s responsibility.
3. NONDISCLOSURE AND TRADE SECRETS:
(a) During the term of this Agreement,
Contractor may receive and otherwise be exposed to Company’s or its customers’ confidential and/or
proprietary information relating to Company’s or its customers’ business, strategies, and technologies,
whether or not stored in any medium (the “Confidential Information”).
The Confidential Information includes, but is not limited to,
(i) all software, documentation, financial, marketing and customer data and other business information,
(ii) any rating procedures, rules and guidelines, systems and processes,
ratings hub, and the underlying methodologies and processes of the foregoing and all related
training and documentation, and
(iii)any discoveries, inventions, research and development efforts, know-how and show-how, and all
deliverables, derivatives, improvements, and enhancements to any of the above which were created or
developed by Contractor under this Agreement.
(b) Contractor acknowledges that the Confidential Information is the sole,
exclusive and extremely valuable property of Company or its customers.
Accordingly, Contractor agrees to segregate all Confidential Information from information of other
companies and agrees not to reproduce any of the Confidential Information without Company’s
prior written consent,
not to use the Confidential Information except in the performance of his duties under this Agreement, and
not to divulge all or any part of the Confidential Information in any form to any third party, either during
or after the term of this Agreement.
This obligation is indefinite and survives the termination of this Agreement.
Upon termination of this Agreement for any reason including expiration of term, or upon request,
Contractor agrees to cease using and to return to Company all whole and partial copies and derivatives
of Confidential Information, whether in Contractor’s possession or under Contractor’s direct or
indirect control, including any computer access nodes and/or codes.
(c) Contractor shall not disclose or otherwise make available to Company or its customers in any manner, or
use in performance of Services hereunder, any confidential and
proprietary information, materials or documents received by Contractor from third parties.
Contractor has not entered into, and agrees to not enter into, any agreement, either written or
oral, in conflict herewith.
4. OWNERSHIP OF WORK PRODUCT:
(a) It is expressly understood and agreed that all copyrights, patents, trade secrets
or other intellectual property rights associated with any ideas, concepts, techniques,
inventions, processes or works of authorship conceived, reduced to practice, devised,
developed or created by Contractor in connection with the Services, or otherwise arising or
resulting from the performance of the Services or which are derived from use of the Confidential
Information (collectively, the “Work Product”) shall be the sole and exclusive property of Company and
shall, to the extent possible, be considered a “work made for hire” for Company within the meaning of
Title 17 of the United States Code. To the extent that any Work Product is deemed or treated as not
“work made for hire”,
Contractor agrees to assign and hereby assigns to Company at the time of creation of such Work
Product, without any requirement of further consideration, any right, title or interest Contractor may have
in such Work Product, including any copyrights or other intellectual property rights pertaining thereto.
Contractor agrees that he will promptly disclose to Company all such Work Product upon its discovery
or invention by Contractor and, in any event, upon the request of Company. The obligations of this
paragraph shall continue beyond the termination of this Agreement with respect to all such Work Product
reduced to practice, conceived, made or otherwise resulting from Services rendered under this
Agreement, whether or not pursuant to this Agreement, and shall be binding upon Contractor’s heirs,
legal representatives, successors and assigns.
(b) Contractor shall, during the term of this Agreement and at any time thereafter, at the request and cost of
Company, promptly sign, execute, make and do all such deeds, documents, acts and things as Company
may reasonably require relating to the Work Product:
(i) to apply for, obtain, register and vest in the name of Company alone (unless Company otherwise
directs) patents, copyrights, mask works, trademarks or other analogous protection in any country
throughout the world and when so obtained or vested to renew and restore the same; and
(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial,
opposition or other proceedings or petitions or applications for revocation of such patent, copyright,
mask work, trademark or other analogous protection.
(c) Contractor agrees that if Company is unable, because of Contractor’s unavailability, mental or physical
incapacity, or for any other reason, to secure Contractor’s signature to apply for or to pursue any
application for any United States or foreign patents,
mask work, copyright or trademark registrations covering the assignments to Company above,then
Contractor hereby irrevocably designates and appoints Company and its duly authorized officers and
agents as Contractor’s agent and attorney in fact, to act for and in Contractor’s behalf and stead, to
execute and file any such applications and to do all other lawfully permitted acts to further the prosecution
and issuance of patents, copyright, mask work and trademark registrations thereon with the same legal
force and effect as if executed by Contractor.
5. WARRANTY: Contractor hereby represents and warrants that:
(a) All Services shall be performed in a good and workmanlike manner consistent with the highest
professional standards in the industry and by employees (or approved contractors) who have sufficient
skill, experience and training to perform Services to the warranty standards in this Section;
(b) All Services shall be performed in accordance with the specifications and requirements of this
Agreement; and
(c) It has all necessary rights to enter into and fully perform its obligations herein, and that the Services,
deliverables, and any reports, documents or other materials furnished by Contractor hereunder shall not
infringe upon or violate any contract with a third party, or any rights of any third party including without
limitation, any patent, trade secret, trademark, copyright or any other intellectual property right.
6. ANTI-BRIBERY WARRANTIES:
Contractor represents and warrants that neither it nor its employees, subcontractors, representatives or
agents has made, offered, promised or authorized, and will not make, offer, promise or authorize, any offer
or payment of anything of value to any person or organization,contrary to Company’s policies, the laws of the United States (including the Foreign Corrupt Practices Act) or the laws of any applicable country
(including the UK Bribery Act 2010).
This prohibition on the making of bribes applies equally to receiving or offering to receive bribes in relation to
the performance of the Services.
If Contractor learns of or has reason to know of any offer or payment of anything of value to any person or
organization contrary to Company's policies, the laws of the United States or the laws of any applicable country, then Contractor will immediately inform Company as provided in the Lionbridge Supplier Code of Business Conduct (www.lionbridge.com/suppliercodeofconduct).
Contractor may inform Company anonymously through http://thecompliancepartners.com/lionbridge/.
7. SECURITY WARRANTIES:
Contractor represents and warrants that:
(a) it will comply with all security and network access requirements required by Company and its customers,
including but not limited to the secure transmission of e-mails and data, which requirements may be
amended from time to time at the sole discretion of Company;
(b) the Services, Work Product and any deliverables will not contain any computer virus or other similar
harmful, malicious or hidden program, code or data;
(c) any system that stores files must have current anti-virus software configured for automatic updates no less
than once per week, and all systems that store Confidential Information or Work Product must have
reasonable up-to-date versions of system security agent software which must include malware protection
and reasonably up-to-date patches and virus definitions;
(d) it will provide secure transmission and storage of Confidential Information,
Work Product and deliverables (whether by encryption or other equally protective measures),
including but not limited to that such transmission and storage will not contain any computer virus or other
similar harmful, malicious or hidden program, code or data; and
(e) it shall impose all security requirements imposed on Contractor under this Agreement on all its employees
and subcontractors who have access to Confidential Information, Work Product or deliverables and
shall perform reasonable ongoing reviews of such employees’ and subcontractors’ capabilities to perform
such requirements and compliance with the security requirements of this Agreement.
8. TERMINATION:
(a) This Agreement shall have a term of one (1) year, unless terminated for cause,
as described below. Notwithstanding the above, this Agreement can be terminated at any time by
Company on giving Contractor written notice.
(b) Unless expressly terminated by the terminating party in accordance with its rights hereunder, termination
or expiration of this Agreement shall not affect any outstanding Tasks hereunder, and the terms of this
Agreement shall continue to apply with respect to such Task until its completion or termination.
(c) Either Company or Contractor may terminate this Agreement and/or the applicable Task immediately in
the event of a material breach of this Agreement which is not remedied within fifteen (15) days of written
notice to the other of such breach. In the event of fraud, Company may terminate this Agreement or any
Task immediately. In addition,
Company may terminate this Agreement and any Task for convenience (i.e., for no reason) upon one
day’s prior written notice.
(d) If Contractor is unable to carry out his duties in the matter provided for in this Agreement due to
incapacity, illness or for any other reason, Company will be entitled to treat this Agreement as frustrated
and accordingly terminated.
(e) All work related to this contract must be performed through a Task. A Task may be canceled at any time
by Company for any reason, and Company shall pay for Services performed in accordance with this
Agreement up to the effective date of termination.
9. COMPLIANCE WITH APPLICABLE LAWS:
(a) Contractor warrants that any materials supplied and work performed under this Agreement comply with
or will comply with all applicable laws and regulations.
(b) Notwithstanding any other provisions of this Agreement, Contractor agrees not to export, directly or
indirectly, any information, data, or other materials to any countries outside the country in which such
information was provided by Company or created by Contractor except in compliance with all
applicable laws or regulations. Nothing in this section releases Contractor from any obligation stated
elsewhere in this Agreement not to disclose such materials.
10. INDEPENDENT CONTRACTOR:
(a) While Company is entitled to provide Contractor with general guidance to assist Contractor in completing
the scope of work to Company’s satisfaction, nevertheless Contractor is ultimately responsible for
directing and controlling the performance of the task comprising the scope of work, in accordance with
the terms and conditions of this Agreement.
Contractor may not use third party contractors to perform services hereunder without the prior written
approval of Company. Such delegation of duties by Contractor shall in no way relieve Contractor of any
of its obligations hereunder.
Contractor shall remain liable for the compliance of such contractors with the provisions of this
Agreement.
(b) Contractor is an independent contractor, is not an agent or employee of Company and is not authorized
to act on behalf of Company.
While Company is entitled to provide Contractor with general guidance to assist Contractor in
completing the scope of work to Company’s satisfaction, nevertheless Contractor is ultimately
responsible for directing and controlling the performance of the task comprising the scope of work, in
accordance with the terms and conditions of this Agreement.
If the Contractor hires others to perform work on their behalf,
Contractor agrees to abide by all fair hiring practices and will not discriminate on the basis of gender,
age, religion, veterans status, sexual preference and any other protected classes. Contractor will be
responsible for all taxes, insurance and fees associated with any persons working on behalf of the
Contractor.
(c) Contractor shall procure and maintain all forms of insurance necessary and reasonably requested by
Company during the term of this Agreement and any insurance required by any applicable employee
benefit act or any other applicable governmental statute or regulation.
(d) Contractor shall indemnify Company and hold Company harmless from and against any and all damages,
expenses, liabilities and claims arising from or attributable to the Contractor in connection with its
performance of Services.
(e) Contractor acknowledges that
(a) Company has no obligation to provide Contractor (or any of Contractor’s employees or
subcontractors) with disability insurance, workers’ compensation, or other similar insurance;
(b) Contractor (and Contractor’s employees and subcontractors) will have no right to participate in
Company’s medical insurance or other employee benefit plans.
Contractor acknowledges that, as an independent contractor, Contractor should make payments
against estimated income taxes due to any national, federal, state, provincial, regional, or local
government entity.
If Contractor’s status as an independent contractor is challenged or recharacterized: (x) Contractor
will bear any and all expenses, including legal and other professional fees, taxes, penalties, and
interest that Company and/or Contractor may incur in connection with any such challenge or
attempted recharacterization;
and (y) Contractor releases Company from any actual or threatened liability, including
settlements, interest, and penalties, and the costs of defense, relating to any applicable administrative
or judicial proceedings.
(f) Contractor acknowledges that none of Contractor, its employees or subcontractors are identified by
OFAC (the U.S. Department of Treasury Office of Foreign Assets Control) as a “specially designated
national” or blocked person, and that neither Contractor, its employees nor any subcontractor are a
resident of a “blocked country” as identified by OFAC.
If at any time Contractor’s status or the status of any of its employees or subcontractors changes, such
that Contractor or its employees or subcontractors become a “specially designated national”, a blocked
person, or resident of a “blocked country” by OFAC,
Contractor will immediately inform Company and cease performing any Services.
(g) If applicable, Contractor shall abide by the requirements of 41 CFR §§ 60-1.4(a),
60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based
on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all
individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require
that covered prime contractors and subcontractors take affirmative action to employ and advance in
employment individuals without regard to race, color, religion, sex, national origin, protected veteran
status or disability.
(h) While Company acknowledges Contractor may have other clients and commercial obligations,
Contractor shall ensure that such other services provided to any other entity do not conflict with
Contractor’s obligations under this Agreement.
Moreover, nothing in this Agreement shall be construed to prevent Contractor from providing search
rating services – as a sole proprietor, as an employee, as an independent contractor, or in any other
capacity – to any other entity or business,
including but not limited to any competitor of Company. Company recognizes that Contractor is an
independent contractor in the business of providing search relevancy services.
11. GENERAL:
(a) This Agreement may not be changed unless mutually agreed upon in writing by both parties.
(b) This Agreement does not create an obligation on Company to continue to retain Contractor beyond its
term and may be terminated by Company for convenience on notice to Contractor at any time.
(c) Contractor hereby agrees that each provision herein shall be treated as a separate and independent
clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the
other clauses herein. Moreover, if one or more of the provisions contained in this Agreement shall for any
reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be
unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by
limiting or reducing it or them
so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.
(d) Company shall have the right to assign this Agreement or any rights and obligations hereunder to its
successors and assigns, and all covenants and agreements hereunder shall inure to the benefit of and be
enforceable by said successors or assigns.
Contractor may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of the Company.
(e) Sections 3 through 7, 10 and 11 shall survive the termination of this Agreement for any reason, including
expiration of term.
Contractor acknowledges that because of the nature of the business of Company and the subject matter
of this Agreement, a breach of Sections 3 or 4 of this Agreement will cause substantial injury to Company
for which money damages will not provide an adequate remedy, and Contractor agrees that Company
shall have the right to obtain injunctive relief, including the right to have the provisions of this Agreement
specifically enforced by any court having equity jurisdiction, in addition to, and not in limitation of, any
other remedies available to the Company under applicable law.
(f) Except as otherwise expressly provided on any Attachment to this Agreement:
(i) this Agreement and all aspects of the relationship between the parties hereto shall be construed and
enforced in accordance with and governed by the laws of State of Delaware without regard to its
conflict of laws provisions; and
(ii) any claims or legal actions by one party against the other shall be commenced and maintained in a
court of proper jurisdiction located in Delaware and both parties hereby submit to the jurisdiction and
venue of any such court.
(g) All notices provided for in this Agreement shall be given in writing and shall be effective when either
served by hand delivery, electronic facsimile transmission, electronic email, express overnight courier
service, or by registered or certified mail, return receipt requested, addressed to the parties at their
respective addresses set forth below, or to such other address or addresses as either party may later
specify by written notice to the other:
If to Company:
Lionbridge
Emmet St.,
Ballina,
County Mayo,
Ireland
Attn: Rating Program Recruitment Team
Fax: 00353 96 73701
If to Contractor:
[Contractor’s Name]
[Address]
Tel:___________________
Fax:___________________
Attn:__________________
Attn:__________________
Contractor is obligated to notify Company of any change in residence. Failure to do so may
result in termination of this Agreement.
(h) This Agreement may include one or more Attachments with terms specific to any engagement related to a
specific customer of Company. Such Attachments shall be deemed a part of this Agreement and are
incorporated herein by reference.
This Agreement may be executed in duplicate counterparts, which, when taken together, shall constitute
one instrument and each of which shall be deemed to be an original instrument.
(i) This Agreement shall be executed in the English language, which language shall be the sole and controlling
language used in its interpretation.
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