英文代加工合同范本

英文代加工合同范本
ENGLISH LANGUAGE PROCESSING AGREEMENT
This English Language Processing Agreement (the "Agreement") is made and entered into as of the __________ day of
__________, 20__, by and between [Insert Client Name], a [Insert Client's Jurisdiction] corporation with a principal place of business at [Insert Client's Address] ("Client"), and [Insert Service Provider Name], a [Insert Service Provider's Jurisdiction] corporation with a principal place of business at [Insert Service Provider's Address] ("Service Provider").
1. Purpose.
The purpose of this Agreement is to set forth the terms and conditions under which Service Provider shall provide English language processing services (the "Services") to Client.
2. Services.
2.1 Service Provider agrees to provide the Services to Client as described in Exhibit A attached hereto (the "Service Description"), which is incorporated by reference and made a part of this Agreement.
2.2 Service Provider shall perform the Services in a professional and workmanlike manner, consistent with industry standards and practices.
2.3 Service Provider shall use its best efforts to complete the Services within the time frames specified in the Service
Description, subject to any extensions of time mutually
agreed upon in writing by both parties.
3. Fees and Payment.
3.1 As consideration for the Services, Client shall pay
Service Provider the fees specified in the Service
Description (the "Fees").
3.2 Client shall pay the Fees in accordance with the payment schedule set forth in the Service Description, which shall be based on the completion of certain milestones or deliverables.
3.3 All Fees are exclusive of any applicable taxes, duties,
or levies, which shall be the sole responsibility of Client.
4. Confidentiality.
4.1 Each party agrees to hold in confidence and not disclose
to any third party any Confidential Information (as defined below) of the other party, except as required by law or with the prior written consent of the disclosing party.
4.2 "Confidential Information" means any information, whether in written, oral, or electronic form, that is disclosed by
one party to the other party under this Agreement, and that
is marked as confidential or that a reasonable person would understand to be confidential given the circumstances of disclosure.
5. Intellectual Property Rights.
5.1 As between the parties, Client shall retain all right, title, and interest in and to any intellectual property
rights in any materials or data provided by Client to Service Provider in connection with the Services ("Client Materials").
5.2 Service Provider shall retain all right, title, and
interest in and to any intellectual property rights in the Services, except to the extent that such Services incorporate or are based on Client Materials.
6. Warranties and Representations.
6.1 Service Provider represents and warrants that (i) it has the right and authority to enter into this Agreement, (ii) the Services will be performed in accordance with the Service Description, and (iii) the Services will not infringe upon the intellectual property rights of any third party.
6.2 Client represents and warrants that (i) it has the right and authority to enter into this Agreement, and (ii) the Client Materials do not infringe upon the intellectual property rights of any third party.
7. Limitation of Liability.
7.1 In no event shall Service Provider be liable to Client
for any indirect, special, incidental, or consequential damages arising out of or in connection with this Agreement, even if Service Provider has been advised of the possibility of such damages.
7.2 The total liability of Service Provider under this Agreement shall not exceed the total Fees paid by Client to Service Provider under this Agreement.
8. Termination.
8.1 Either party may terminate this Agreement upon written notice to the other party if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof.
8.2 Upon termination of this Agreement for any reason, Client shall promptly pay to Service Provider all Fees due and payable through the effective date of termination.
9. Indemnification.
9.1 Client agrees to indemnify, defend, and hold harmless Service Provider, its officers, directors, employees, and agents from and against any and all claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with Client's breach of any of its representations, warranties, or obligations under this Agreement.
10. Governing Law and Dispute Resolution.
10.1 This Agreement shall be governed by and construed in accordance with the laws of the [Insert Jurisdiction], without giving effect to any choice of law or conflict of law provisions that would cause the application of the laws of any jurisdiction other than [Insert Jurisdiction].
10.2 Any dispute arising out of or related to this Agreement shall be resolved by arbitration in accordance with the rules of the [。