This document is a vendor service level agreement between a translation company and contractor. It establishes the fundamental terms that will apply to future projects the company outsources to the contractor. The contractor agrees to complete projects diligently and accurately. The company can enforce penalties or terminate the agreement if the contractor misses deadlines or delivers poor quality work. Payment terms and dispute resolution processes are also outlined.
This document is a vendor service level agreement between a translation company and contractor. It establishes the fundamental terms that will apply to future projects the company outsources to the contractor. The contractor agrees to complete projects diligently and accurately. The company can enforce penalties or terminate the agreement if the contractor misses deadlines or delivers poor quality work. Payment terms and dispute resolution processes are also outlined.
This document is a vendor service level agreement between a translation company and contractor. It establishes the fundamental terms that will apply to future projects the company outsources to the contractor. The contractor agrees to complete projects diligently and accurately. The company can enforce penalties or terminate the agreement if the contractor misses deadlines or delivers poor quality work. Payment terms and dispute resolution processes are also outlined.
This document is a vendor service level agreement between a translation company and contractor. It establishes the fundamental terms that will apply to future projects the company outsources to the contractor. The contractor agrees to complete projects diligently and accurately. The company can enforce penalties or terminate the agreement if the contractor misses deadlines or delivers poor quality work. Payment terms and dispute resolution processes are also outlined.
This Contract (hereinafter “this Contract"), entered into on between
Vinalocalize Translation and Localization JSC (hereinafter “Company”) Address/registered seat: 3rd Floor, Room 302, Building 82 Bach Mai, Cau Den, Hai Ba Trung, Hanoi, Vietnam Registration number: 0108839471 Represented by: Title: and (hereinafter "Contractor"). Address/registered seat:
This Contract is made with reference to the following facts:
Contractor has represented to Company that it has the facilities, capacity and technical expertise to take linguistic projects from Company. The parties agree as follows:
1. Organization and Purpose of Contract and Purchase Order
1.1 This Contract establishes the fundamental conditions that will apply to all Purchase Orders that the Company enters into in the future, whether one or more. Each Purchase Order details the specific work that the Contractor will carry out for the Company, the delivery date, and the Contractor's payment. 1.2 Subject to and in accordance with the terms of this Contract, Contractor agrees to perform all duties, obligations, and tasks that may be assumed or taken on pursuant to any Purchase Order entered into from time to time by the parties. 2. Obligations of Contractor 2.1 Contractor shall diligently pursue the linguistic project in a good faith effort to finish the projects as soon as it is practical and in accordance with the applicable Purchase Order's completion schedule. 2.2 The translation's accuracy and completeness shall be the sole responsibility of the contractor. After the Company verify the quality of the final translation, Contractor shall implement the correction request by the Company without charge. Company shall so notify Contractor in writing and specify the error or shortcoming (hereinafter "Nonconformity"). Contractor must immediately fix the Nonconformity and submit a properly revised version for additional review and, if necessary, correction. Company has the right to deduct a penalty from the price to be paid to the contractor if the contractor refuses to correct the nonconformity or if a severe nonconformity is discovered in the finished product.
1 3. Warranties and Indemnification 3.1 Contractor represents and warrants to Company that it has, or has employed personnel who have, the knowledge, education and skill to prepare a complete and accurate completed projects delivered to Company with quality up to the standard and in a commercially acceptable form. 3.2 Contractor agrees to indemnify and hold Company harmless from any losses or damages resulting from its failure to secure or to assist Company in securing intellectual property protection.
4. Consideration Contractor shall be compensated for the services it provides under each Purchase Order according to the schedule in the Purchase Order for each Product.
5. Termination of Contractor’s Services
5.1 Company has the right to enforce immediate termination of contract and cancellation of purchase order when Contractor breaches one of the following conditions: - Delivering 01 Finished product containing severe to critical Nonconformity (Using unedited or poorly edited Machine Translation for a significant portion of the finished product) that causes irrepairable damage to the reputation, profit and business oppotunity of Company. - Missing the deadline of projects more than 05 times or for a period of 15 hours (whichever comes first) without providing the corresponding Project Coordinator an adequate notice and a reasonable cause. - Delivering a total of 04 finished products that have severe Nonconformity or 08 finished products that have major Nonconformity. - Other conditions under the decision of Company. 5.2 On separate cases, Company can apply Financial Penality when Contractor breaches one of the following conditions: - Missing the deadline of a project for a period of 03 hours and more without providing the corresponding Project Coordinator an adequate notice and a reasonable cause. Apply at least 10% reduction from the amount to be paid. - Refusing to cooperate, respond to or implement correction of the Nonconformity discovered by Company, leading to the loss of profit and business opportunity. Apply at least 5% reduction from the amount to be paid. - Other conditions under the decision of Company. 5.3 Contractor's services with respect to all or any portion of a Purchase Order may be terminated by Company at any time, with or without cause, upon written notice to Contractor. Such termination shall be effective upon (1) receipt of such notice by Contractor, or (2) as of the date specified in the notice, whichever is later. Contractor shall destroy or return any materials supplied by Company within 10 days after the effective date of termination, unless the parties expressly agree otherwise in writing. 5.4 If the Company terminates Contractor's services for all or a portion of a Purchase Order and the project remains unfinished as of the effective date of termination, the Company
2 shall update such Purchase Order and reimburse Contractor for the returned work by the time appointed by the Company, taking into account the Penalty Rules of this contract. Contractor shall not be entitled to any compensation for any other portion of the Purchase Order that remains unfinished, regardless of the status of the specific translation project. 5.5 This Contract shall survive and continue in effect in the event that Contractor's services with respect to all or any portion of any Purchase Order hereunder are terminated, and shall inure to the benefit of and be binding upon the parties and their legal representatives, heirs, successors, and assigns.
6. Others 6.1 Nothing in this Contract is intended to create a joint venture or employment relationship between the parties. Except as expressly stated herein, neither party shall have the right, power, or implied authority to create any express or implied obligation or duty on behalf of the other party hereto. 6.2 This contract is for an indefinite period of time, and either party may terminate it with one month's notice. The Parties may terminate this Contract immediately if the other Party becomes the subject of a bankruptcy, liquidation, or winding-up proceeding, or if he initiates such a proceeding against himself in a competent court. 6.3 This Contract is deemed to have been signed in Vietnam. Any action or proceeding brought by either party against the other arising from or related to this Contract may only be brought in a Vietnamese court. IN WITNESS WHEREOF, this Contract has been signed by each party on the date first set forth above.
Vinalocalize Contractor Translation and Localization JSC Signature / Seal Signature / Seal
