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 wedotranslation inc. TRANSLATOR TERMS OF SERVICE - INDEPENDENT CONTRACTOR AGREEMENT

Independent Contractor Agreement

Between

wedotranslation inc. (herein also referred to as "The Company"), and/or any parent, subsidiary or affiliated entity,

And

Independent Contractor (herein also referred to as "the Contractor")

In consideration of services being provided by the Contractor to The Company, the parties agree as follows:

1.0  Application

These Independent Contractor Agreement Terms (ICAT) as outlined herein and as modified from time-to-time shall apply to all service assignments between The Company and the Contractor, unless otherwise agreed to in writing by the parties. These ICAT are accepted by the Contractor by accepting an assignment from The Company and shall remain in full force and effect throughout the entire business relationship between The Company and the Contractor.

2.0  Compensation (See also: Invoicing and Code of Ethics - Fees)

The Contractor compensation shall:
  2.1  be payable on a word count basis at a pre-agreed per word rate submitted by The Contractor for document translation services OR at a fixed price on an assignment-by-assignment basis as submitted in writing by The Contractor and agreed to in writing by The Company;
  2.2  be payable, upon submission of an invoice in the form required by The Company, within 30 days of the calendar month following submission of a detailed invoice;
  2.3  at The Company’s sole discretion, not be payable should the Contractor fail to honour a document translation assignment deadline;
  2.4  at The Company’s sole discretion, not be payable should the Contractor fail to submit an invoice for services rendered within ninety (90) days of a document translation assignment deadline;
  2.5  at The Company’s sole discretion, not be payable should the quality of the translation work the Contractor performs fail to satisfy The Company’s client(s).

3.0  Word Count OR Fixed Price

  3.1  When a document translation assignment is submitted to the Contractor for consideration, The Company may provide the Contractor with an estimated word count. Whether or not a word count is provided by The Company, it shall be up to the Contractor to perform and/or verify the word count in any and all assignments to confirm that The Company estimate (if such has been provided) is accurate. The Contractor shall verify the word count and shall be required to notify The Company of any discrepancy in the word count to The Company before doing any translation work on any and all documents submitted to the Contractor. Should the Contractor fail to confirm the word count, the lower of the actual word count in the document(s) submitted to the Contractor or The Company specified estimated word count shall govern the settlement of any and all transactions with the Contractor.
  3.2  When an assignment is submitted to the Contractor for consideration, The Company will provide the Contractor with relevant assessment documentation where/when available. It shall be up to the Contractor to assess the documentation and required scope of work and submit a fixed price proposal for said assignment to The Company. Should The Company accept the Contractor's fixed price submission, the Contractor shall be required to to perform the work assignment on any and all documents submitted to the Contractor at said fixed price.

4.0  Deadlines  (See also: Code of Ethics - Deadlines)

When a document translation assignment is submitted to the Contractor for consideration, The Company may provide the Contractor with a document translation assignment deadline. Where/when an assignment deadline is specified, the Contractor shall verify and confirm that the Contractor is able to commit to and honour the deadline. The Contractor shall be required to notify The Company if the Contractor is unable to commit to or honour the document translation assignment deadline before performing any translation work on any and all documents submitted to the Contractor. Should the Contractor fail to confirm the document translation assignment deadline, The Company’s stated deadline shall govern the settlement of any and all transactions with the Contractor. Failure to honour a document translation assignment deadline by the Contractor or should a client of The Company refuses to accept the Contractor's translation due to a missed deadline, The Company may, at its sole discretion, impose compensation penalties up to and including forfeiture of any compensation that may have been owed to the Contractor for said translation work.

5.0  Contractor Competencies Warranty  (See also: Code of Ethics - Skills and Qualifications)

  5.1  The Contractor represents and warrants to The Company that the Contractor has expertise and all required competencies as a translator in the language pair of the document translation assignment(s) that the Contractor has accepted to perform for The Company and its clients.
  5.2  When a document translation assignment is submitted to the Contractor for consideration, The Company shall be acting on the assumption that the Contractor has the required subject matter expertise and language pair competencies to perform the work required such that The Company’s client(s) shall be satisfied with the quality of the work performed by the Contractor. The Contractor shall verify and confirm that the Contractor is able to perform the work to the satisfaction of The Company’s client(s). The Contractor shall be required to notify The Company if, in the Contractor’s opinion, the Contractor is unable to render the translation on any and all documents submitted to the Contractor in a manner and of a quality that shall be acceptable to The Company’s client(s). Should the Contractor fail to confirm that the Contractor is able to render the work as required, The Company’s Service Agreement with its client(s), linked hereto as "BUSINESS AGREEMENT - TERMS OF SERVICE" and forming part of this Agreement, may at The Company’s sole discretion govern the settlement of any and all transactions with the Contractor.

6.0  Quality of Work Performed and Quality Control  (See also: Best Efforts and Code of Ethics - Quality and Presentation)

The Company’s Work Quality Commitment and Quality Control baseline expectations insofar as the Contractor's work is concerned shall include, but not be limited to, the following:
  6.1  the Contractor shall review and proofread the translation at least once when it is completed and before it is submitted to The Company;
  6.2  the Contractor shall spell-check the translation assignment performed at least once when it is completed and before it is submitted to The Company;
  6.3  the Contractor shall review the grammar used in the translation assignment at least once when it is completed and before it is submitted to The Company;
  6.4  the Contractor shall ensure that the style of the translation assignment is not too literal when completed and before it is submitted to The Company.

7.0  Terminology Reporting & Sources of Reference  (See also: Code of Ethics - Accessibility of Records)

Where and when required by The Company, the Contractor shall submit terminology reports and lists of source references to The Company in relation to document translation assignments performed by the Contractor. Said reports and lists shall be submitted in the form required by The Company.

8.0  Compliance With The Company's Business Terms of Service

The Contractor’s work shall be performed in compliance and in conformance with The Company’s BUSINESS AGREEMENT - TERMS OF SERVICE, linked hereto and forming part of this Independent Contractor Agreement.
  8.1  The Contractor shall comply with the commitments made to The Company’s clients as outlined in the BUSINESS AGREEMENT - TERMS OF SERVICE, linked hereto and forming part of this Independent Contractor Agreement.
  8.2  The Contractor shall comply with all stated standards of performance, policies, rules, regulations and manuals, receipt of which by the Contractor is hereby acknowledged.
  8.3  The Contractor shall also comply with such future Company policies, rules, regulations, performance standards and manuals as may be published or amended from time to time.

9.0  General Responsibilities  (See also: Code of Ethics - Professional Conduct)

It is understood that the Contractor shall:
  9.1  Adopt a conduct and manner as to promote at all times the business interests of The Company;
  9.2  Maintain detailed activity reports in the form(s) prescribed by The Company;
  9.3  Maintain work and client records in the form(s) prescribed by The Company;
  9.4  Advise The Company at least two weeks in advance if the Contractor is going to be unavailable to perform translation assignments.

10.0  Software and Information Technology

It is understood that the Contractor shall:
  10.1  Use either a recent version of Microsoft Word or a text editor that will render text that is readable by Microsoft Word and that any translation work rendered by the Contractor shall be submitted in either a recent version of Microsoft word or in a text version that is readable by Microsoft Word unless it is requested by The Company in a different format stipulated in the project request;
  10.2  Have ready access to an Internet connection and e-mail software for the receipt and transmission of document(s) to be translated.

11.0  
Invoicing & Applicable Taxes (Jurisdiction) (See also: Compensation)

  11.1  The Contractor shall invoice The Company for work performed in any given month on or before 12:00 noon on the second working day of the following month. Failure by the Contractor to submit timely invoices shall result in delayed payment by The Company. Invoices submitted to The Company must be typewritten and include the following information: Date Submitted; Contractor Name (if applicable); Contractor’s Representative Name; Client Name (if known); Mailing Address; Original Invoice Number; G.S.T. or H.S.T Registration Number; Time period covered; Description of Services Provided; Hours Worked and/or Rate Per Word; Total Amount Owed (excluding G.S.T. or H.S.T.); Amount of G.S.T. or H.S.T. (as a separate line item); identification of The Company’s Docket Number for each document/project/assignment; and, the Total Amount Payable. In the event that the invoice does not contain all the required information, The Company may return the invoice to the Contractor and may refuse to pay the Contractor until such time as a proper invoice is provided.
  11.2  Subject to the terms outlined herein, whereas The Company is an Ontario (Canada) registered corporation with its service delivery headquarters located in Ottawa, Ontario (Canada) and where the Contractor's services shall be delivered to said headquarters, any and all taxes owing (if any) on any and all invoices shall be the Ontario Harmonized Sales Tax (H.S.T.).

12.0  Non-Solicitation

At no time during the term of the Contractor’s engagement by The Company or for a period of two (2) years thereafter in the geographic area described below, will the Contractor directly or indirectly, as an individual proprietor, partner, employee, consultant, independent contractor, associate, stockholder, officer, director, joint venturer, investor, lender, or in any other capacity whatsoever (other than as the holder of a non-controlling investment in any publicly traded securities in the United States or Canada) solicit or accept business from clients of The Company. As used herein, "solicit" or "accept", or any variation thereof, shall mean any engagement or participation in, or furnishing aid or assistance in connection with, the manufacture, distribution, sale, marketing, or rendering of products or services of the type and kind manufactured, distributed, sold, marketed or rendered by The Company.

13.0  Independent Contractor Status

  13.1  Subject to compliance with legislation and binding rulings of competent authorities, it is intended that all payments made to the Contractor shall be made without deductions for income tax, Canada Pension Plan, or Unemployment Insurance. The Contractor acknowledges that he/she is responsible for arranging and making all applicable payments, under any federal or provincial legislation, which may apply to the Contractor's activities. The Contractor agrees to save The Company harmless and indemnify The Company against claims for income tax, Canada Pension Plan, Unemployment Insurance, or other deductions, that might be made against The Company as a result of the Contractor's activities.
  13.2  The Contractor and The Company acknowledge and agree that:
    13.2.1  the relationship of the Contractor to The Company is that of an independent contractor; and,
    13.2.2  the Contractor is not an employee of The Company, and
    13.2.3  the Contractor is responsible for all expenses incurred by him/her in the day to day running of the business unless pre-arranged with The Company;
    13.2.4  the Contractor shall not represent himself/herself to the clients of The Company or to the general public as an employee, director or officer of The Company.
  13.3  The Contractor shall not be entitled to receive from The Company any vacation or vacation pay or any other benefits, including employer's contributions for Workers' Compensation.

14.0  Covenants of Contractor

  14.1  Contractor shall not, directly or indirectly at any time during his/her service with The Company, and for a period of two (2) years after termination of the service relationship:
    14.1.1  Solicit or attempt to solicit any employee, agent or contractor of The Company to leave the service of The Company; or
    14.1.2  Assist or attempt to assist any person, firm or corporation in any way to solicit any employee, agent or contractor of The Company to leave the service of The Company.
  14.2  At such time as the service relationship between Contractor and The Company has terminated, Contractor shall:
    14.2.1  Promptly return to The Company, or at Company’s option, destroy all Confidential Information and any documents related to the Intellectual Property, including all copies of documents, notes or materials made by Contractor or at his/her direction; and
    14.2.2  Certify in writing to The Company that he/she has so complied; and
    14.2.3  Not use Confidential Information or Intellectual Property or transact business in a manner in any way based upon or utilizing Confidential Information or Intellectual Property.

15.0  Acknowledgement of Restrictions

The Contractor acknowledges that the restrictions contained herein are a reasonable limitation on his/her rights to protect the legitimate business interests of The Company. In the event any court of competent jurisdiction deems any provision hereof to be unreasonable, then such restrictions shall nevertheless remain effective, but shall be considered amended by the parties to such limits as may be considered to be reasonable by such court. The Contractor hereby represents and warrants that the Contractor’s training, education and background are such that his/her ability to earn a livelihood shall not be impaired by virtue of this Agreement.

16.0  Rights to Intellectual Property  (See also: Code of Ethics - Copyright)

The Contractor acknowledges that, pursuant to applicable Canadian legislation, all rights in all works which have been or will be prepared by the Contractor within the scope of his/her service, including, but not limited to, all ideas, concepts, themes, computer programs, systems, works, titles, programs, illustrations, or any components thereof, shall be "works made for hire", and they shall belong entirely to The Company and its successors or assigns forever, and The Company or its successors or assigns may make any use or nonuse of such properties throughout the world without any further obligation to the Contractor.

17.0  Intellectual Property Ownership

The Contractor agrees that all intellectual properties, including, but not limited to, all ideas, concepts, themes, computer programs, systems, works, titles, programs, illustrations, inventions, modifications, improvements, discoveries or developments or any components thereof, conceived, developed, written, or contributed by Contractor, either individually or in collaboration with others, in the scope of, or related to, his/her service by The Company, shall belong entirely to The Company and its successors or assigns forever. The Contractor hereby grants and assigns to The Company all rights whatsoever that the Contractor might have therein, and The Company may make any use or nonuse of such properties whatsoever throughout the world without any further obligation to the Contractor.

18.0  Intellectual Property Disclosure

The Contractor agrees that he/she will promptly disclose to The Company all works and intellectual properties referred to in paragraphs 14.0 or 15.0 above, and shall execute, acknowledge, and deliver all assignments, applications (including applications for letters patent), renewals, and further documents and shall provide such additional assistance as The Company may deem necessary or desirable to evidence its title in such works and intellectual properties.

19.0  Intellectual Property Warranty

The Contractor represents and warrants that no work or intellectual property referred to in paragraphs 14.0, 15.0 or 16.0 above will infringe upon the rights of any third party whatsoever.

20.0  Best Efforts of Contractor  (See also: Quality of Work Performed and Code of Ethics - Quality and Presentation)

The Contractor will at all times faithfully, industriously, and to the best of the Contractor’s ability, experience, and talents, perform all of the translation and or editing duties that may be required of and from Contractor pursuant to the express and implicit terms of this agreement, to the reasonable satisfaction of The Company.

21.0  Confidentiality or Proprietary Information

The Contractor agrees that, during or after the term of this agreement, not to reveal confidential information, or trade secrets to any person, firm, corporation, or entity. Should the Contractor reveal or threaten to reveal this information, The Company shall be entitled to an injunction restraining the Contractor from disclosing same, or from rendering any services to any entity to whom said information has been or is threatened to be disclosed. The right to secure an injunction is not exclusive, and The Company may pursue any other remedies it has against the Contractor for a breach or threatened breach of this condition, including the recovery of damages from the Contractor.

22.0  Termination of Agreement

  22.1  Without cause, the Contractor may terminate service upon ten (10) business days’ written notice to The Company. Contractor may be required to perform his/her duties and will be paid the compensation based on the word count rate to date of termination but shall not receive severance allowance.
  22.2  Without cause, The Company may terminate this Agreement upon one (1) business days’ verbal notice to the Contractor and The Company’s obligations under this agreement will cease on that date.
  22.3  If the Contractor is absent from work, unavailable or unwilling to render services for any reason for a continuous period of over one (1) month, The Company may terminate the Contractor’s service upon one (1) business days’ verbal notice to the Contractor, and The Company’s obligations under this agreement will cease on that date.
  22.4  Notwithstanding anything to the contrary contained in this agreement, The Company may terminate the Contractor’s service upon 10 business days’ notice to the Contractor should any of the following events occur:
    22.4.1  The sale of substantially all of The Company’s assets to a single purchaser or group of associated purchasers; or
    22.4.2  The sale, exchange, or other disposition, in one transaction of the majority of The Company’s outstanding corporate shares; or
    22.4.3  The Company’s decision to terminate its business and liquidate its assets; or
    22.4.4  The merger or consolidation of The Company with another company; or
    22.4.5  The Bankruptcy or Receivership of The Company; or
    22.4.6  The death of principals of The Company.
  22.5  Any monies that are due by the Contractor to The Company shall be deducted from, but not limited to, monies due to the Contractor by The Company.

23.0  Contractor Obligations Surviving Termination of Agreement

All of the Contractor’s obligations arising under this Agreement shall survive the termination of the Contractor’s service regardless of the manner of such termination, and shall be binding upon the Contractor’s heirs, executors, and administrators.

24.0  Death Benefit

Should the Contractor die during the term of service, The Company shall pay to Contractor’s estate any compensation due through the end of the month in which death occurred.

25.0  Assistance in Litigation

The Contractor shall upon reasonable notice, furnish such information and proper assistance to The Company as it may reasonably require in connection with any litigation in which it is, or may become, a party either during or after service.

26.0  Effect of Prior Agreements

This Agreement supersedes any prior agreement between The Company or any predecessor of The Company and the Contractor, except that this agreement shall not affect or operate to reduce any benefit or compensation inuring to the Contractor of a kind elsewhere provided and not expressly provided in this agreement.

27.0  Settlement by Arbitration

Any claim or controversy that arises out of or relates to this agreement, or the breach of it, shall be settled by arbitration in accordance with the Arbitrations Act of Ontario. Judgment upon the award rendered may be entered in any court with jurisdiction.

28.0  Damages and Remedies

In the event of Contractor’s breach of any of the covenants herein contained, although The Company's damages will be substantial, the same will be extremely difficult or impossible to ascertain and monetary damages will not afford an adequate remedy. Therefore, in the event of any such breach, in addition to such other remedies which may be provided by law, The Company shall have the right to specific performance of the covenants herein contained by way of temporary and/or permanent injunctive relief, all as it elects.

29.0  Entire Agreement

This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no agreements, understandings, restrictions or warranties among the parties other than those set forth herein provided for, unless amended by a subsequent written instrument signed by The Company and Contractor.

30.0  Validity of Provisions

The invalidity of any provision of this Agreement or any covenant herein contained on the part of any party shall not affect the validity of any other provision or covenant hereof or herein contained. In the event that any provision of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement.

31.0  Headings

The headings, titles and subtitles used in this Agreement are for ease of reference only and shall not control or affect the meaning of construction of any provision hereof.

32.0  Time

Time shall be of the essence of this Agreement.

33.0  Binding Agreement

This Agreement shall be binding on the parties hereto, their respective heirs, executors, administrators and assigns.

34.0  Applicable Law / Place of Jurisdiction / Severability

These Terms of Service and the business and legal relations between The Company and the Contractor shall be exclusively subject to the laws of the Province of Ontario of Canada. Place of jurisdiction and place of performance shall be the The Company's place of business in Canada.
  34.1  The validity, interpretation, construction and performance of this agreement shall be governed by the laws of the Province of Ontario of Canada, without regard to its principles of conflicts of laws. The parties hereby consent to and submit to this jurisdiction as the sole and exclusive forum for all matters of disputes arising under or relating to this Agreement or the relationship of the parties with respect to the subject matter hereof. The parties further agree that in the event of any action or suit as to any matters of dispute between the parties, service of any process may be made upon The Company at its principal place of business and upon the Contractor at the Contractor's mailing address, and any such service shall be proper service regardless of whether such service is refused.
  34.2  Severability
The provisions of this Agreement shall be severable, and if any provision of this Agreement shall be held or declared to be illegal, invalid or unenforceable in any jurisdiction, such illegality, invalidity or unenforceability shall not affect any other provisions hereof or the interpretation and effect of this Agreement in any other jurisdiction, and the remainder of this Agreement in any other jurisdiction, and the remainder of this Agreement, disregarding such illegal, invalid or unenforceable portion, shall continue in full force and effect as though such illegal, invalid or unenforceable provision had not been contained herein.

35.0  Notice

Except as may be otherwise specifically provided in this Agreement, all notices required or permitted hereunder shall be in writing and shall be deemed to be delivered when addressed to the parties at their respective addresses set forth below in this Agreement or at such other addresses as may be subsequently specified by written notice.


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