English to French Translation: Prices

TERMS AND CONDITIONS

1. Description of service. Bruce Capelle will provide the service(s) agreed upon with Client at the time of the signing of this Agreement with Client.
The scheduled completion date shall be the delivery date specified in this Agreement.
Bruce Capelle shall make every effort to complete the service(s) by the above date but shall not be responsible for delays in completion caused by events beyond Bruce Capelle's control.
The method of delivery shall electronic mail, unless otherwise specified by Client.
The format of delivery shall be the same format as the original document.

2. Fee for services. The client agrees to pay the rate specified on this Agreement for the service(s) rendered by Bruce Capelle.
The due date for payment of fees and costs shall be the due date specified on the invoice. Any payments for fees or costs not received by Bruce Capelle within ten (10) days of the due date will be deemed late and shall be subject to a 1.5% per month late charge. Client agrees to be responsible for costs incurred by Bruce Capelle in collecting late payments due from Client, including without limitation collection agency fees and/or attorneys' fees.

3. Cancellation or withdrawal by Client. If Client cancels or withdraws any portion of the item(s) described in paragraph 1 above prior to Bruce Capelle's completion of the service(s), then, in consideration of Bruce Capelle's scheduling and/or performing said service(s) Client shall pay Bruce Capelle the portion of the above fee represented by the percentage of total service(s) performed, but in any event not less than 20% of said fee.

4. Additional fees. Additional fees will be payable, to be calculated as provided below, in the event the following additional services are required: (a) investigation, inquiry, or research beyond that normal to a routine translation is required because of ambiguities in the item(s) to be translated; (b) additional services are required because Client makes changes in the item(s) to be translated after the signing of this Agreement; and (c) Bruce Capelle is requested to make changes in the translation after delivery of the translation, because of Client's preferences as to style or vocabulary, and such changes are not required for accuracy. Such additional fees will be calculated at an hourly rate.

5. Additional costs. Client shall reimburse Bruce Capelle for necessary out-of-pocket expenses incurred by Bruce Capelle that are not a normal part of routine translation procedure, such as overnight and/or weekend document delivery service requested by Client, long distance telephone and telefax expenses to clarify document ambiguity, etc.

6. Client's review of translation. Upon receipt of the translation from Bruce Capelle, Client shall promptly review it, and within 30 days after receipt shall notify Bruce Capelle of any requested corrections or changes. Bruce Capelle shall correct, at no cost to Client, any errors made by Bruce Capelle.

7. Confidentiality. All knowledge and information expressly identified by Client in writing as confidential which Bruce Capelle acquires during the term of this Agreement regarding the business and products of Client shall be maintained in confidentiality by Bruce Capelle and, except as expressly authorized by Client in writing, shall not be divulged or published by Bruce Capelle and shall not be authorized by Bruce Capelle to be divulged or published by others. Confidential information for purposes of this paragraph shall not include the following:
a. Information, which is or becomes available to the general public, provided the disclosure of such information did not result from a breach of this paragraph by Bruce Capelle.
b. Terminological glossary entries compiled by Bruce Capelle in the course of Bruce Capelle's performance of the translation service(s) under this Agreement; provided, however, that Client and Bruce Capelle may agree in writing that, upon payment by Client to Bruce Capelle of an agreed-upon fee, such terminological glossary entries shall be the property of Client and shall be covered by the confidentiality provisions of this paragraph.

8. Translation is property of client, copyright. Upon Client's completion of all payments provided herein, the translation of the item(s) described in paragraph 1 above shall be the property of Client. Bruce Capelle has no obligation to take any steps to protect any copyright, trademark or other right of Client with respect to the translation, except as may be expressly otherwise provided in this Agreement. Notwithstanding the foregoing, Bruce Capelle shall have the right to retain file copies of the item(s) to be translated and of the translation, subject to the provisions of paragraph 7 above.

9. Indemnification and hold-harmless by Client. Client agrees to indemnify and hold Bruce Capelle harmless from any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees), which Bruce Capelle may incur based on information, representations, reports, data or product specifications furnished, prepared or approved by Client for use by Bruce Capelle in the work performed under this Agreement.

10. Changes by others. Bruce Capelle shall have no responsibility whatsoever as to any changes in the translation made by persons other than Bruce Capelle.

11. Governing law. This Agreement shall be governed by the laws of Spain.

12. Complete agreement. This is the complete agreement of the parties as to the subject matter hereof. Any changes in this Agreement must be made in writing and signed by both parties. This Agreement becomes a binding contract only upon signature by both parties and the delivery of fully signed copies to each party.