Terms and Conditions of Freelance Translation Work

The TRANSLATOR, as an independent contractor, shall provide translation services to ORANGE TRANSLATIONS LTD subject to the terms and conditions set forth herein;

1. DESCRIPTION OF SERVICES

The TRANSLATOR shall provide written language translation services.

2. UNDERTAKINGS AND WARRANTIES

2.1 The TRANSLATOR undertakes and warrants that he/she shall:

a) Make every effort to complete service(s) by the agreed date but shall not be responsible for delays in completion caused by events beyond his/her control;

b) Provide services to ORANGE TRANSLATIONS in accordance with the prevailing professional standards;

c) Ask ORANGE TRANSLATIONS for clarification if he/she is uncertain about any aspect of the translation;

d) Check his/her translation thoroughly before delivering it to ORANGE TRANSLATIONS;

e) Correct, at no cost to ORANGE TRANSLATIONS, any errors made by him/her upon being notified thereof by ORANGE TRANSLATIONS subject to 2.2 (c) hereof;

f) Report/disclose immediately to the ORANGE TRANSLATIONS if he/she is hired to perform services for a client organization that in the past five (5) years he/she has provided other services to, has a vested interest in, has been employed by in any capacity or if any of the information concerns individuals whom he/she knows personally.

2.2 ORANGE TRANSLATIONS LTD undertakes and warrants that it shall:

a) Provide TRANSLATOR with a purchase order (PO) for each assignment;

b) Pay the rate set forth in each purchase order (PO);

c) Upon receipt of the translation from TRANSLATOR, promptly review it, and within 30 days after receipt shall notify TRANSLATOR of any requested corrections or changes;

d) Not hold the TRANSLATOR responsible as to any changes in translation made by persons other than the TRANSLATOR.

3. FEE FOR SERVICES

The fee for the TRANSLATOR’s services shall be the rate set forth in each purchase order (PO). Payment shall be due within thirty (30) days after invoice date, unless otherwise agreed upon by the Parties.

4. CONFIDENTIALITY

4.1 TRANSLATOR acknowledges that ORANGE TRANSLATIONS and/or its clients own an exclusive proprietary interest in certain confidential information and that such confidential information constitutes valuable commercial and industrial secrets. TRANSLATOR further acknowledges that the misuse or unauthorized disclosure of any confidential information would constitute an act injurious to ORANGE TRANSLATIONS and/or its clients and that the unauthorized disclosure or use of any confidential information may adversely affect ORANGE TRANSLATIONS and/or its clients’ business, competitive position and goodwill.

4.2 TRANSLATOR agrees that upon termination of this engagement with Orange Translations, for any reason, voluntary or involuntary, with or without cause, he/she will immediately return to ORANGE TRANSLATIONS any property, customer lists, information, forms, formulae, plans, documents or other written or computer material, software or hardware, or copies of the same, belonging to ORANGE TRANSLATIONS and/or its clients within his/her possession or made or compiled or delivered to TRANSLATOR during his/her engagement hereunder, and will not at any time thereafter copy or reproduce the same.

4.3 TRANSLATOR further agrees that he/she will not retain or use for his/her and any other’s account, at any time, any trade names, trademarks, service mark, or other proprietary business designation used or owned in connection with the business of ORANGE TRANSLATIONS and/or its clients. For the avoidance of doubt, it is hereby declared that ownership and title to all of the aforesaid properties shall at all times be vested in ORANGE TRANSLATIONS or its related corporations, as the case may be.

4.4 All knowledge and information regarding the business and products of ORANGE TRANSLATIONS and/or its clients which TRANSLATOR acquires during the term of his/her services to ORANGE TRANSLATIONS under these Terms and Conditions shall be maintained in confidentiality by TRANSLATOR and, except as expressly authorized by ORANGE TRANSLATIONS in writing, shall not be divulged or published by TRANSLATOR and shall not be authorized by TRANSLATOR to be divulged or published by others. Upon request, TRANSLATOR will return any and all documents received from ORANGE TRANSLATIONS and/or its clients and in general any documents (in written or electronic form) without keeping a copy thereof.

4.5 The provisions of these Terms and Conditions shall survive the termination of engagement, however caused.

5. COPYRIGHT

5.1 TRANSLATOR agrees that upon ORANGE TRANSLATIONS’ completion of all payments provided herein, the translation of the item(s) described in paragraph 1 above shall be the property of ORANGE TRANSLATIONS.

5.2 TRANSLATOR has no obligation to take any steps to protect any copyright, trademark or other right of ORANGE TRANSLATIONS and/or its clients with respect to the translation, except as may be expressly otherwise agreed in writing.

5.3 Notwithstanding the foregoing, TRANSLATOR shall have the right to retain file copies of the item(s) to be translated and of the translation, subject to the provisions of the immediately preceding paragraph.

6. PRIOR INTEREST

TRANSLATOR is disqualified and/or relieved from the responsibility of performing services for any customer organization in which he/she has a prior interest subject to paragraph 2.1 (f) hereof.

7. CANCELLATION OR WITHDRAWAL BY ORANGE TRANSLATIONS

7.1 Orange Translations, at its discretion, may cancel or withdraw any portion of the item(s) described in paragraph 1 hereof prior to TRANSLATOR’s completion of the service(s). The cancellation or withdrawal shall be without prejudice to the payment of the portion of the fee represented by the percentage of total service(s) performed by the TRANSLATOR.

7.2 The provisions of this Contract relating to confidentiality shall survive the cancellation or withdrawal by ORANGE TRANSLATIONS.

8. NON-COMPETITION AND NON-SOLICITATION

The TRANSLATOR agrees that, during the term of his/her engagement hereunder and for two (2) year after the termination thereof, he/she shall not, for any reasons, solicit the customers of, or deal with any individual or legal entity which was a customer of ORANGE TRANSLATIONS, for any business likely to compete with the business of ORANGE TRANSLATIONS.

9. REFERENCE TO LEGISLATION

The current legislation of Hong Kong is applicable to this Contract.

10. DISPUTES

Any ambiguities in the terms and conditions of this contract will be resolved in discussions between TRANSLATOR and ORANGE TRANSLATIONS. If after such discussions, the parties are unable to resolve the dispute, the matter will be settled in the applicable courts in Hong Kong.

11. LIABILITY FOR BREACH OF CONTRACT

If during the term of engagement, TRANSLATOR breaches or violates these Terms and Conditions, this shall be sufficient cause for ORANGE TRANSLATIONS to terminate the assignment. The termination of the assignment shall be without prejudice to any other legal remedies that ORANGE TRANSLATIONS may have against TRANSLATOR.

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