INDEPENDENT CONTRACTOR SERVICE AGREEMENT

Whereas by accepting this Agreement and by completing the application form with Oregon Translation, Contractor acknowledges and agrees to be bound by all of the terms and conditions of this Agreement and the Purchase Orders issued to Contractor in future by Oregon Translation.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Independent Contractor Status. Contractor shall be the independent contractor of Oregon Translation and not an employee, agent or partner. As an independent contractor, Contractor shall be responsible for the payment of all federal, state, local, payroll and self-employment taxes on all amounts paid to Contractor by Oregon Translation. Contractor shall be responsible for any and all costs of doing business, including but not limited to office expenses, transportation, equipment (e.g., computer, printer, software, fax, etc.), supplies, legal and accounting services, insurance (including Worker's Compensation, Unemployment, Disability, Professional Liability, etc.), utilities, and all costs associated with compensation or benefits of Contractor's own employees or agents, if any.

2. Oregon Translation has no duty, responsibility or obligation to supervise, train or monitor Contractor or Contractor's employees or agents in the performance of Contractor's professional services. As an independent contractor, Contractor is solely responsible for the performance of professional services which Contractor agrees to provide herein.

3. Contractor shall work strictly on an as-needed basis, without any specified minimum amount of use by Oregon Translation. Contractor shall perform the services agreed between Oregon Translation and the client, as set forth by Oregon Translation and in accordance with the agreed-upon schedule. Upon either Oregon Translation or the client terminating Contractor's services, Contractor shall be paid strictly for work performed prior to such termination.

4. Services. Contractor shall provide one or more of the following services:

Translation
Localization
Revision/Editing/Proofreading
Desktop Publishing/Graphic Design
Multilingual Research and Abstracting
Transcription
Subtitling
Voice-Recording
related Language Services

5. Compensation. Oregon Translation shall pay Contractor fees agreed upon in the Purchase Order to be issued at the time of each work assignment. Contractor shall provide to Oregon Translation an invoice for professional services rendered by Contractor for every individual project, containing a complete and accurate accounting of hours worked. Oregon Translation shall pay Contractor on a "Net 45 days" basis from the date the work is completed/terminated AND the invoice is received. Payments usually go out on the 20th of each month. Oregon Translation is under no obligation to provide Contractor with work to perform. Contractor is under no obligation to accept any work offered by Oregon Translation.

6. Virginia Anderson or her assigns shall be the work order manager for Oregon Translation. Professional services shall not be rendered by Contractor without the manager's express prior approval.

7. Termination.
o Either party may terminate this Agreement without cause after giving ten (10) days written notice to the other party. The parties shall deal with each other in good faith during the 10-day period and this Agreement shall remain in effect during this period.
o Either party may terminate this agreement with cause at any time upon providing written notice of the reasonable cause therefor to the other party. Reasonable cause includes, but is not limited to, a material violation of a provision of this Agreement, and the commission of any act exposing the other party to liability to others for personal injury or property damage.

8. Indemnity. Contractor agrees to indemnify and hold harmless Oregon Translation from and against any and all claims or causes of action for personal injury, illness, wrongful death, property damage, consequential and exemplary damages arising out of the negligent acts, professional malpractice, omissions or errors of Contractor which arise from Contractor's provision of services pursuant to this Agreement.

9. Work for Hire. Contractor understands that Contractor will develop, make, conceive of, learn of, or reduce to practice, either alone or jointly with others, during his business relationship with Oregon Translation, various ideas, concepts, discoveries, developments, designs, processes, programs, technologies, know-how and the like (collectively, “Inventions”). Contractor hereby grants, assigns and transfers to Oregon Translation Contractor’s entire right, title and interest in and to all Inventions and in and to all patents, copyrights, trade secrets, and other proprietary rights in or based on the Inventions. Contractor agrees that if any of the Inventions or any portion thereof are copyrightable, said Invention or any portion thereof shall be deemed to be a “work made for hire,” as such term is defined in the Copyright Laws of the United States. Contractor will cooperate and, at Oregon Translation's request, will promptly execute documents of assignment, oaths, declarations and other documents, prepared by or on behalf of the Oregon Translation, to effect the foregoing or to perfect or enforce any proprietary rights resulting from or related to this Agreement. Contractor will preserve any such Invention as part of the Confidential Information.
During the course of producing translations, Contractors and/or the Oregon Translation commonly create or expand upon translation memories or glossaries or termbases (collectively, “Translation By-products”). Such Translation By-Products shall not be considered “work made for hire”; instead both Contractor and Oregon Translation shall be fully entitled to compile, use, and leverage such Translation By-Products. Neither party shall hold an exclusive copyright over such Translation By-products, unless otherwise mutually agreed between Oregon Translation and Contractor and expressly stipulated in the Purchase Order written at the time of the work.

10. Return of Material. Upon termination of Contractor’s business relationship Oregon Translation for any reason whatsoever, voluntarily or involuntarily, and at any earlier time Oregon Translation requests, Contractor will deliver to the person designated by the Oregon Translation all originals and copies of all documents and other property of the Oregon Translation in Contractor’s possession, under Contractor’s control or to which Contractor may have access irrespective of whether such items were prepared by Contractor. Contractor shall not reproduce or appropriate for its own use, or for the use of others, any property of the Oregon Translation, Confidential Information or Invention.

11. Confidentiality. Contractor acknowledges that s/he may, in the course of performing its/his/her responsibilities as an Independent Contractor, be exposed to or acquire information that is proprietary to Oregon Translation or one of Oregon Translation’s customers, clients, contractors, or affiliate companies to whom Oregon Translation owes a duty of confidentiality. Any and all information of any form obtained by Contractor in the performance of his/her duties, owned by Oregon Translation or which relates to its business, owned by one of Oregon Translation's clients or affiliates and relating to such client or affiliate's business or which is owned by or proprietary to customers, clients, or suppliers of such client or affiliate, shall be deemed confidential and proprietary information. Contractor agrees to hold all confidential and proprietary information in strict confidence and not to copy reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to third parties or to use such information for any purposes whatsoever other than the provision of Services to Oregon Translation or its client or affiliate companies. Contractor further agrees (a) not to use Confidential and/or Proprietary information for her own benefit or for the benefit of any other business entity; (b) use Confidential and/or Proprietary Information in any way that would be detrimental to Oregon Translation’s business. Confidential and Proprietary Information shall include, but is not limited to, any and all information not already in the public domain that s/he obtained through or on behalf of Oregon Translation, or as a result of contracting with Oregon Translation, regarding Oregon Translation or its business, systems, operations, customers, clients, contractors, procedures, manuals, software, equipment, techniques, including without limitation, all brochures, flyers, promotional materials and literature, mailing lists, lists of prospective customers, sales and marketing techniques, names and addresses of Oregon Translation customers or clients, business plans, marketing material or information, financial or marketing data, customer lists or any information relating to Oregon Translation customers, processes, software, procedures or business. Upon termination of this Agreement, Contractor shall deliver to Oregon Translation and/or destroy all records, data, information and other documents pertaining to services performed under this assignment. Contractor acknowledges and agrees that any violation or threat of any violation of this Confidentiality Statement may be appropriately addressed by any and all available legal and equitable relief; including but not limited to a temporary restraining order or other injunction. The confidentiality provisions of this Statement shall be binding upon the parties hereto and upon their successors and assignees and shall survive the termination of Services.

12. Non-Solicitation. During the term of this Agreement and for 2 years thereafter, Contractor agrees that he or she shall not solicit or do business with any customer or potential customer of the Oregon Translation if such customer or potential customer is introduced to the Contractor by Oregon Translation or identified by Contractor during the course of his or her engagement with the Oregon Translation.

13. No Authority to Bind Oregon Translation. Contractor has no authority to enter into contracts or agreements on behalf of the Oregon Translation. This Agreement does not create a partnership between the parties.

14. Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed, as a waiver of any subsequent breach.

15. Assignment. This Agreement may not be assigned by Contractor without the Oregon Translation's prior written permission.

16. Applicable Law. This agreement shall be governed by, and construed under, the laws of the State of Oregon without regard to conflict of laws principles. The parties hereby agree to submit to the exclusive jurisdiction of the Courts of the State of Oregon.

17. Headings. The headings are for convenience only and are not to be considered when interpreting the provisions of this Agreement.

18. Entire Agreement. This agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the Oregon Translation and Contractor. Amendments to this agreement must be in writing and bear the signature of both parties.