Morningstar Global Translations desires to provide professional language services to the "Customer" on the terms and conditions set forth herein as the "Services." The following terms and conditions will be put forward upon approval of a provided proposal.

 

Services Rendered

Company agrees to render and be compensated for the Services according to the terms listed here within.

 

Scope of Work

Company agrees to provide Services pursuant to the Scope of Work set forth here within.

 

Delivery of Services

Company will use reasonable diligence in the rendering of the Services. Customer acknowledges however that any stated delivery deadline and the other payment milestones listed here within are estimates.

 

Ownership Rights

Customer shall retain all of its intellectual property rights in any text images or other components it owns and transmits to Company for use in the Services. Customer shall hold the copyright for the agreed upon version of the Services as delivered and Customers copyright notice may be displayed in the final version. Company retains exclusive rights to pre-existing material it uses in Customers project. Customer does not have right to reuse resell or otherwise transfer material owned by Company or third parties.

 

Confidentiality

Customer and Company acknowledge and agree that the Scope of Work and all other documents and information related to the development of the Services is defined as "Confidential Information." Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Company’s prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the "Confidential Information" definition is anything that can be seen by the public.

 

Limited Warranty and Limitation on Damages

Company warrants the Services will conform to the Scope of Work. If the Services or Deliverables do not conform to the Scope of Work, Company shall be responsible to correct the Services or Deliverables without unreasonable delay at Company’s sole expense and without charge to Customer to bring the Services or Deliverables into conformance with the Scope of Work. This warranty shall be the exclusive warranty available to the Customer. Customer waives any other warranty express or implied. Customer acknowledges that Company is not responsible for the results obtained by Customer on the Services. Customer waives any claim for damages direct or indirect and agrees that its’ sole and exclusive remedy for damages either in contract or is the return of the consideration paid to Company as set forth here within.

 

Independent Contractor

Company shall be retained as an independent contractor. Company will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax social security tax or any other payroll taxes on Company’s behalf. Company understands that it will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance.

 

Interest and Collection Fees

Amounts not paid when due shall bear interest at the lesser of (i) 1% per month (12% per annum) or (ii) the maximum rate of interest permitted by applicable law on all past due balances hereunder. If Company must report to collection by an agency or through legal action, the Customer agrees to pay collection fees and reasonable attorney fees in the amount not less than 30% of the unpaid principal and interest owed to Company hereunder. If the above fees exceed the amounts allowed under the applicable law(s), then the maximum amount allowed shall be paid to Company by the Customer.

 

Termination

In the event that any work provided under this Agreement is terminated by the Customer prior to the Company completing the Summary of Services described herein, the Customer shall be obligated to compensate Company for all services performed up to and including the date of termination at the rates agreed upon within this Agreement, plus an additional ten percent (10%) project management fee.

 

Equipment

Customer agrees to make available to Company for Company’s use in performing the services required by this Agreement such items of hardware and software as Customer and Company may agree are reasonably necessary for such purpose.

 

Entire Agreement

This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.

 

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin. Exclusive jurisdiction and venue shall be in the Wisconsin Superior Court.

 

Binding Effect

This Agreement shall be binding upon and inure to the benefit of Customer and Company and their respective successors and assigns provided that Company may not assign any of its obligations under this Agreement without Customers prior written consent.

 

Waiver

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

 

Good Faith

Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to do so in the negotiation, execution, delivery, performance and any termination of this Agreement.

 

Right to Remove Services

In the event Customer fails to make any of the payments set forth here within and within the time prescribed under Payment Terms, Company has the right to remove or withhold the Services or Deliverables until payment in full is made plus accrued late charges of 1% per month.

 

Indemnification

Customer warrants that everything it gives Company to use in the delivery of the Services or any deliverable is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the Services including but without limitation any and all demands, liabilities, losses, costs, and claims including attorney’s fees arising out of injury caused by Customer’s products, services, and material supplied by Customer.

 

No Responsibility for Theft

Company has no responsibility for any third party taking, stealing, destroying, or otherwise ruining all or any part of the Services or Deliverables rendered under this Agreement.

 

Attorney’s Fees

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs including expert witness fees.

 

Transfer of Rights

In the event Company is unable to continue maintenance of the Services, Customer shall have non-exclusive rights to use pre-existing material owned by Company in connection with Customers Services.