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THIS AGREEMENT, represents the terms and conditions of the international
independent contractors of KJIR. By selecting one of the boxes below you acknowledge that you
agree/disagree to these terms and conditions. It is recommended that you print this
document for your records.
THIS AGREEMENT, made and entered into between KJ International
Resources, Ltd., 1300 Nicollet Mall, Suite 3032, Minneapolis, MN 55403 (KJIR) and the online
applicant (Translator). The term “Translator” will applicable to persons entering
into this agreement and performing both written and spoken interpretation. In consideration
of the mutual promises set forth herein, it is agreed by and between KJIR and Translator:
SECTION 1: DESCRIPTION OF SERVICES PROVIDED BY TRANSLATOR: The work to be performed
by Translator shall consist of services on behalf of and as requested by KJIR pursuant to the
terms, conditions, and specifications set forth in the Translation Services Assignment Sheet
given to the Translator for each particular project.
SECTION 2: TRANSLATORS WARRANTIES: Translator warrants that
he/she is completely fluent in the language(s) listed in the proceeding application. For purposes
of this agreement, fluent shall mean that the Translator has a complete understanding and command
of all written aspects of the language(s) set forth herein. Translator represents and warrants
that he/she has the requisite education and technical knowledge to translate all documents
accepted by the translator.
Translator warrants that all translations will be done solely by the Translator
without any assistance from any other person or entity, unless consented to in writing by KJIR.
Further, Translator warrants that all translations will be the original work of the Translator
and will not incorporate any existing written translated materials other than those previously
translated by Translator.
Translator warrants that he/she will return all original and copies of documents
to KJIR within two (2) days of completion of any particular translation or within two (2) days
after said documents are requested by KJIR.
Translator warrants that all Translation Memories (TM’s) created in conjunction with a project shall not
be used for any other client and will be sent with the translation unless KJIR specifically requests the future
use with an ongoing project.
SECTION 3: TERMS OF AGREEMENT: The term of this Agreement shall be on a project
by project basis and the terms of this Agreement shall be in effect for all projects Translator
performs for KJIR. For each project the Translator shall receive a Translation Services Assignment
Sheet that will supply any additional terms.
SECTION 4: PAYMENT: KJIR shall pay Translator per project as
set forth in the Translation Services Assignment Sheet.
SECTION 5: INTELLECTUAL PROPERTY: Translator grants to KJIR,
title to all copyrightable material first designed, produced, or composed in the course of
or pursuant to the performance of work under this Agreement. The material shall be deemed works
made for hire under Title 17, United States Code, Section 1.01 of the Copyright Act of 1976.
Additionally, Translator hereby grants to KJIR a royalty free, exclusive, and irrevocable license
to reproduce, translate, publish, use, and dispose of, any and all copyrighted or copyrightable
material created by Finis as a result of work performed under this Agreement.
Finally, in connection with the rights of KJIR to any copyrightable material,
Translator shall promptly execute and deliver such applications, assignments, descriptions,
and other instruments as may be necessary or proper in the opinion of KJIR to vest in KJIR
title to such works.
SECTION 6: NON-DISCLOSURE AND CIRCUMVENTION: During the term
of this Agreement, and for two (2) year following the last date Translator was paid for services
by KJIR, Translator shall not:
(a) Request, cause or otherwise attempt to divert clients of KJIR, either directly or indirectly, to or for the
benefit of any other party;
(b) Have any contact with any client of KJIR for whom Translator has provided translation or other services.
Contact includes, but is not limited to, in person meetings, telephone calls, fax transmissions, or mail;
(c) Sell, assign or otherwise transfer, whether or not for consideration, any customer lists, internal memoranda,
confidential information, or any other form of business records or documents, or any tangible materials concerning
KJIR;
(d) Disclose or cause to be disclosed any of the trade secrets, techniques, or processes relating to the business
of KJIR, or any other information about the confidential affairs of such business (including the content of any
of the documents translated), the secrecy of which is of unique and significant value to KJIR; or
If any particular portion of this Section is determined to be invalid or unenforceable, this Section shall be
amended to delete therefrom that portion thus determined.
SECTION 7 DEFAULT AND REMEDIES: Translator acknowledges and
agrees that money damages alone cannot compensate KJIR in a violation or breach of the covenants
set forth in this Agreement and that injunctive relief would be essential for the protection
of KJIR. Translator consents that, in case of any violation of this Agreement, and in addition
to other relief to which KJIR may be entitled at law, in equity, or elsewhere under this Agreement:
(a) KJIR shall be entitled to such injunctive relief, without bond, but upon due notice.
(b) KJIR shall have the right, upon written notice, to withhold all payments due Translator (if applicable) if
Translator is in violation of the terms of this Agreement. Translator agrees that such withholding of payments
shall not constitute an event of default by KJIR of any other KJIR's obligations to Translator.
(c) KJIR shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration
or benefits which Translator either directly or indirectly realizes on his behalf or on behalf of another entity
or individual.
(d) KJIR shall have the right to apply to any court of competent jurisdiction for equitable relief by way of
specific performance to enforce the terms of this Agreement.
These remedies are not mutually exclusive. No waiver of any breach or violation hereof shall be implied from
forbearance or failure by KJIR to take action under this or any other Section of this Agreement.
SECTION 8 RELATIONSHIP OF PARTIES: The parties intend that an
independent contractor-employer relationship will be created by this Contract. Nothing contained
in this Agreement shall be construed to constitute Translator as an employee or agent of KJIR,
nor shall either party have any authority to bind the other in any respect, it being intended
that Translator remain independent contractor responsible for his/her own actions. Accordingly,
Translator is to be responsible for all state and federal income and social security and unemployment
taxes on her income earned under the Agreement. Translator further agrees that he/she will
not assert any claim against KJIR for workers' compensation or unemployment benefits.
SECTION 9 INDEMNIFICATION: Translator shall indemnify KJIR and
hold it harmless against all liability or loss, and against all claims or actions based upon
or arising out of damage or injury to persons or property caused by the performance of the
contract or by conditions created thereby. Specifically, Translator shall indemnify and hold
KJIR harmless in any suit initiated against KJIR as a result of an inaccurate or unacceptable
translation, and shall be liable for all costs, including, reasonable attorneys fees, expended
by KJIR in defense of such suit.
SECTION 10 MODIFICATION: This Agreement, or any terms contained,
may only be amended, superseded, or canceled if provided in writing and signed by Translator
and KJIR.
SECTION 11 ENFORCEABILITY: The illegality or unenforceability
of any provision of this Agreement shall not affect any other provision hereof, and this Agreement
shall be construed in all respects as if such illegal, unenforceable or invalid provisions
were omitted herefrom.
SECTION 12 NOTICES: All notices and other communications provided
for hereunder shall be in writing and shall be personally delivered or mailed by first class
mail postage prepaid, to the addresses set forth above.
SECTION 13 ATTORNEYS’ FEES: In the event either party prevails in an action
against the other party for a breach of this Agreement, the prevailing party shall be entitled
to recover its or his costs and expenses, including attorneys' fees, incurred in prosecuting such
action.
SECTION 14-GOVERNING LAW: This Agreement shall be deemed to
have been entered into in the State of Minnesota and shall be governed by and construed in
accordance with the laws of the State of Minnesota. Any dispute with respect to the terms of
this Agreement shall be venued in Hennepin County, Minnesota. Translator consents to Hennepin
County District Court having both personal and subject matter jurisdiction over Translator
and all matters that may arise from this agreement.
SECTION 15 GENERAL TERMS:
Counterparts. This Agreement shall be effective and binding upon both parties hereto when both parties have executed
a counterpart of this Agreement.
Successors and Assigns. The covenants, agreements and conditions contained in or granted by this Agreement shall
be binding upon and shall inure to the benefit of KJ International Resources, Ltd and their respective heirs,
successors and permitted assigns.
Entire Agreement. This Agreement, represents the only agreement among the parties
concerning the subject matter hereof and supersedes all prior agreements, whether written or
oral, relating thereto.
IN WITNESS HEREOF, the parties hereto have executed this Independent
Contractor Agreement effective as of the day and year first of completion of the online application
process.
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