Translation Contract - Template, Sample Form Pro · PH-law

TRANSLATION SERVICES AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Translation Services Agreement (the "Agreement") is made and entered into this ________ day of ________, at the City/Municipality of ________, Province of ________, Republic of the Philippines, by and between:

________, Filipino, of legal age, with Tax Identification Number ________, and with address at ________, hereinafter referred to as the "Translator";

- and -

________, Filipino, of legal age, with Tax Identification Number ________, and with address at ________, hereinafter referred to as the "Client".

The Translator and the Client shall be referred to individually as a "Party" and collectively as the "Parties".

WITNESSETH: That

WHEREAS, the Translator possesses the skills, qualifications, and expertise required to render translation services as more particularly described herein;

WHEREAS, the Client desires to engage the services of the Translator; and

WHEREAS, the Translator is willing to render such translation services to the Client under the terms and conditions hereinafter set forth;

NOW, THEREFORE, for and in consideration of the foregoing premises and of the mutual covenants and stipulations hereinafter contained, the Parties hereby agree as follows:

Art. I. TRANSLATION SERVICES

§ 1.01. The Translator shall render to the Client the translation services described herein (the "Translation Services"). In particular, the Translator agrees to translate the following: ________, from ________ to ________.

Art. II. PERFORMANCE AND WARRANTIES

§ 2.01. The Translator warrants and represents that the Translator possesses the appropriate skills, knowledge, expertise, and relevant experience to perform the Translation Services, and that the Translator shall perform the same with utmost diligence, fidelity, and in a professional and workmanlike manner.

§ 2.02. The Translator holds the following relevant certification/accreditation: ________. The Parties agree that the said certification is a necessary and material consideration for the perfection of this Agreement pursuant to Article 1318 of the Civil Code of the Philippines.

§ 2.03. The Translator warrants that the resulting translation shall be a faithful, accurate, and complete rendering of the source material to the best of the Translator's professional ability.

Art. III. TERM OF THE AGREEMENT

§ 3.01. The Translation Services shall commence on ________ (the "Commencement Date") and shall be completed on ________ (the "Completion Date"), unless sooner terminated in accordance with this Agreement.

§ 3.02. The Translator shall comply with the following deadlines (the "Key Dates"):

________;

Art. IV. LOCATION

§ 4.01. The Translator shall perform the Translation Services at the following location (the "Location"):

________;

Art. V. SERVICE FEES

§ 5.01. In consideration of the Translation Services, the Client shall pay the Translator the fixed rate of ________ (₱________) per word (the "Service Fee").

Art. VI. PAYMENT

§ 6.01. The Translator shall be entitled to issue an invoice every week.

§ 6.02. The Client shall pay the Translator's invoice within ________ days from the date of receipt thereof.

§ 6.03. Payment shall be made through the following mode:

________;

Art. VII. MATERIALS, COSTS, AND DISBURSEMENTS

§ 7.01. The Translator is permitted to charge, in addition to the Service Fee, all reasonable and necessary costs and expenses actually incurred in performing the Translation Services, including but not limited to communications, internet connection, travel, photocopying, courier services, and postage, subject to the prior written agreement of the Client.

Art. VIII. LATE PAYMENTS

§ 8.01. Should the Client fail to pay any invoiced amount when due under this Agreement, the Translator shall be entitled to charge interest on the outstanding amount at the legal rate of six percent (6%) per annum, in accordance with prevailing jurisprudence and applicable issuances of the Bangko Sentral ng Pilipinas. The Translator may likewise require advance payment for the Translation Services, or any part thereof, and may suspend performance until payment is made, at the Translator's sole and exclusive discretion.

Art. IX. TAXES

§ 9.01. All charges payable under this Agreement are exclusive of taxes and surcharges. Taxes imposed upon or required to be paid by either Party shall be the sole and exclusive responsibility of each Party, respectively; provided, that any applicable withholding taxes shall be withheld and remitted in accordance with the National Internal Revenue Code of 1997, as amended, and its implementing rules and regulations.

Art. X. COPYRIGHT AND INTELLECTUAL PROPERTY

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§ 10.02. There shall be no infringement of copyright or any intellectual property rights used or obtained during the performance of the Translation Services. The original works and any intellectual property provided by the Client to the Translator to assist in the provision of the Translation Services, including but not limited to text, documents, or other materials in the source language, shall remain the exclusive property of the Client, and the derivative work resulting from the Translation Services shall belong to the Translator, subject to the license granted herein.

Art. XI. DATA PRIVACY

§ 11.01. The Parties shall comply with Republic Act No. 10173, otherwise known as the Data Privacy Act of 2012, its Implementing Rules and Regulations, and the issuances of the National Privacy Commission. Each Party shall implement reasonable and appropriate organizational, physical, and technical security measures to protect any personal data and sensitive personal information it may process in connection with this Agreement, and shall process such data solely for the purposes of this Agreement.

Art. XII. CONFIDENTIALITY

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Art. XIII. LIMITATION OF LIABILITY

§ 13.01. Except in cases of death or personal injury caused by a Party's acts or negligence, either Party's liability in contract, quasi-delict, or otherwise arising through or in connection with this Agreement, or with the completion of the obligations hereunder, shall be limited to the Service Fees actually paid by the Client to the Translator.

§ 13.02. To the extent permitted by law, neither Party shall be liable to the other in contract, quasi-delict, negligence, breach of statutory duty, or otherwise for any loss, damage, costs, or expenses of an indirect or consequential nature, including without limitation any economic loss, data loss, loss of goodwill, or loss of turnover, profits, or business.

Art. XIV. INDEMNITY

§ 14.01. Unless otherwise provided in this Agreement, the Client hereby agrees to indemnify and hold the Translator free and harmless from any and all damage, liability, and loss, including legal fees and costs incurred, arising from the Translation Services or any transaction or matter connected therewith or with the relationship between the Parties. This Article shall not be construed to provide indemnification in the event that a competent court of law, by final and executory judgment, holds that the bad faith, gross negligence, or willful misconduct of the indemnified Party caused such damage, liability, or loss.

Art. XV. TIME FOR PERFORMANCE

§ 15.01. Time shall be of the essence in the performance by the Translator of its obligations under this Agreement. All dates, periods, or times for performance specified herein are to be strictly observed, and failure to do so shall constitute a breach of this Agreement. Should the Translator be unable to complete the assigned work on time, notice must be given to the Client at least twenty-four (24) hours before the task or assignment is due; otherwise, the Client may treat such failure as a material breach of this Agreement.

Art. XVI. TERMINATION

§ 16.01. This Agreement may be terminated by either Party upon written notice:

1. if the other Party commits a material breach of any term of this Agreement that cannot be remedied within fourteen (14) days or that was not remedied within fourteen (14) days after a written request to do so, such as non-payment or non-performance, unless otherwise provided herein;

2. if the other Party becomes unable to perform its duties hereunder, including the duty to pay or the duty to perform.

§ 16.02. Upon termination, the Client agrees to pay for all Translation Services rendered up to the date of termination.

§ 16.03. Any termination shall not affect the accrued rights or liabilities of either Party under this Agreement or the law and shall be without prejudice to any rights or remedies to which either Party may be entitled. Any provision intended to continue after, or to come into force at or after, termination shall not be affected thereby.

Art. XVII. RELATIONSHIP OF THE PARTIES

§ 17.01. The Parties acknowledge and agree that nothing in this Agreement shall be deemed to constitute an employment, partnership, joint venture, agency, or other similar relationship between them, and that this Agreement is for the sole and express purpose of the rendering of the Translation Services by the Translator to the Client as an independent contractor under the terms and conditions contained herein.

Art. XVIII. WRITTEN NOTICES

§ 18.01. All notices required to be in writing and any other communications may be made through the Parties' respective email addresses, as follows:

1. Translator: ________

2. Client: ________

Art. XIX. FORCE MAJEURE

§ 19.01. Neither Party shall be liable for any failure or delay in performance due to fortuitous events or causes beyond its reasonable control, including but not limited to acts of God, acts of civil or military authorities, riots, embargoes, natural disasters, pandemics, and other unforeseen circumstances, consistent with Article 1174 of the Civil Code of the Philippines; provided, that the Party so prevented shall take all actions within its power to comply as fully as possible.

§ 19.02. Except when not reasonably possible, the Party prevented by force majeure shall notify the other Party in writing within five (5) days from the occurrence of such event.

Art. XX. ASSIGNMENT

§ 20.01. This Agreement, and the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred, in whole or in part, by either Party without the prior written consent of the other Party.

Art. XXI. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS

§ 21.01. The Parties agree to execute such other documents and perform such further acts as may be reasonable and necessary for the proper implementation of this Agreement.

Art. XXII. APPLICABLE LAW AND VENUE

§ 22.01. This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any dispute arising out of or in connection with this Agreement shall be brought exclusively before the competent courts of ________, to the exclusion of all other venues.

Art. XXIII. WAIVER

§ 23.01. Failure of either Party to insist, in one or more instances, upon the strict performance of any term of this Agreement, or to exercise any right herein contained, shall not thereafter be construed as an abandonment, cancellation, or waiver of such term or right. No waiver shall be deemed to have been made unless expressed in writing and signed by the Party granting it. No waiver of any term or provision shall constitute a waiver of any other term or provision or of the same provision on a future date.

Art. XXIV. COUNTERPARTS

§ 24.01. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If the dates set forth at the signatures differ, this Agreement shall be deemed effective as of the date on which both Parties have signed.

Art. XXV. SEVERABILITY

§ 25.01. The invalidity of any portion of this Agreement shall not be deemed to affect the validity of any other provision. Should any provision be held invalid, the remaining provisions shall remain in full force and effect as if executed subsequent to the expungement of the invalid provision.

Art. XXVI. CUMULATIVE RIGHTS

§ 26.01. The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.

Art. XXVII. HEADINGS

§ 27.01. Headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

Art. XXVIII. ENTIRETY OF AGREEMENT

§ 28.01. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements, whether oral or written, relating to the subject matter hereof.

Art. XXIX. AMENDMENTS AND MODIFICATIONS

§ 29.01. This Agreement may be amended or modified only by a written instrument duly signed by both Parties.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and at the place first above written.

________
Translator

________
Client

Signed in the presence of:

________          ________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )
CITY/MUNICIPALITY OF ________ ) S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction, this ________ day of ________, personally appeared the following persons with their respective competent evidence of identity:

________ — ________;

________ — ________;

known to me and to me known to be the same persons who executed the foregoing Translation Services Agreement, and they acknowledged to me that the same is their free and voluntary act and deed.

This instrument, consisting of ________ pages, including the page on which this acknowledgment is written, has been signed by the Parties and their instrumental witnesses on each and every page hereof.

WITNESS MY HAND AND SEAL on the date and at the place first above written.

________
NOTARY PUBLIC

Doc. No. ________;
Page No. ________;
Book No. ________;
Series of ________.