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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., 800 Washington Avenue North, Suite 465, Minneapolis, MN 55401 (KJIR) and the online applicant (Independent Contractor). The term "Independent Contractor" will be applicable to persons entering into this agreement and performing both written and spoken interpretation.

WHEREAS, KJIR desires to hire Independent Contractor to provide services to KJIR on a project by project basis; and Independent Contractor desires to provide such services to KJIR,

NOW, THEREFORE, in consideration for the mutual covenants and agreements to be kept and performed on the part of KJIR and Independent Contractor as hereinafter stated, it is hereby agreed as follows:

1. RELATIONSHIP of the PARTIES. The parties acknowledge that Independent Contractor is not an employee of KJIR. Nothing contained in this Agreement shall be construed to constitute Independent Contractor 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 Independent Contractor remain responsible for his/her own actions. Accordingly, Independent Contractor is to be responsible for all state and federal income and social security and unemployment taxes on its income earned under the Agreement. Independent Contractor further agrees that he/she will not assert any claim against KJIR for workers' compensation or unemployment benefits.
   
   
2. TERM of AGREEMENT. This Agreement shall be in effect for all projects accepted by Independent Contractor and, accept as provided otherwise herein, shall continue for a period of three years, commencing upon execution of this Agreement. Upon the end of the Agreement term (3 years) this Agreement will automatically renew annually for an annual period (12 months) unless terminated by written notice. This Agreement may be terminated at any time by either party upon thirty (30) days' written notice to the other party.
   
   
3. INTELLECTUAL PROPERTY and CONFIDENTIAL INFORMATION.
   1. Work Product. The results of the services performed under this Agreement by Independent Contractor shall hereinafter be known as "Work Product," including without limitation, notes, text, reports, documentation, drawings, computer programs (source code, object code and listings), derivatives of pre-existing copyrighted works, graphical illustrations or representations, work-in-progress, deliverables and any other copyrightable material.
      
      
   2. Copyrights. Independent Contractor 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, Independent Contractor 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 as a result of work performed under this Agreement. Finally, in connection with the rights of KJIR to any copyrightable material, Independent Contractor 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.
      
      
   3. Assignment of Rights. Independent Contractor further agrees to assign and does hereby assign the worldwide right, title and interest in and to all other rights in the Work Product under this Agreement including any and all patent rights, trade secret rights and other proprietary rights in and to the Work Product.
      
      
   4. Return of KJIR's Documents and Tangible Property. Upon request of KJIR and, in any event, upon termination of this Agreement, whether voluntary or involuntary, Independent Contractor will promptly surrender and deliver to KJIR (and will not keep in its possession or deliver to anyone else) any confidential information, records, data, notes, reports, proposals, lists, correspondence, computer codes, specifications, materials, equipment, devices, or any other documents or property (including photocopies or other reproductions of any of the aforesaid items) received by Independent Contractor or created for KJIR. In addition, Independent Contractor will return, and remove from any and all computer systems under control of the Independent Contractor, any software applications provided by KJIR to the Independent Contractor for use in providing services under this Agreement.
      
      
4. NON SOLICITATION and NON-DISCLOSURE AGREEMENT. During Independent Contractor's association with KJIR, and for a period of two (2) years thereafter, Independent Contractor will not directly or indirectly:
   1. Solicit, request, advise or induce any present or potential subscriber, client, customer, advertiser, supplier or other business contact of KJIR to cancel, curtail or otherwise change its relationship with KJIR;
      
      
   2. Induce or attempt to persuade any former, current or future employee, agent, manager, consultant, independent contractor, director, or other participant in KJIR's business (including without limitation KJIR's translators) to terminate such employment or other relationship in order to enter into any relationship with Independent Contractor, any business organization in which Independent Contractor is a participant in any capacity whatsoever, or any other business organization in competition with KJIR's business;
      
      
   3. Have any contact with any client of KJIR for whom Independent Contractor has provided translation or other services. Contact includes, but is not limited to, email, in person meetings, telephone calls, fax transmissions, or mail;
      
      
   4. 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; or
      
      
   5. 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.
      
      
5. ABILITY TO PERFORM. Independent Contractor warrants that he/she is completely fluent in the language(s) listed in the employment application. For purposes of this Agreement, fluent shall mean that the Independent Contractor has a complete understanding and command of all written aspects of the language(s) set forth therein. Independent Contractor represents and warrants that he/she has the requisite education and technical knowledge to translate all documents accepted.
   
   Independent Contractor warrants that all translations will be done without any assistance from any other person or entity, unless consented to in writing by KJIR. Independent Contractor warrants that all Translation Memories (TM's) created in conjunction with a project shall not be used for any other client and will be returned with the translation unless KJIR specifically requests the future use with an ongoing project.
   
   
6. PROJECT REQUESTS. KJIR and Independent Contractor agree that additional terms will be identified on subsequent Project Requests, with Independent Contractor retaining the right to accept or reject the terms contained in each Project Request. By accepting a Project Request, Independent Contractor agrees to perform services on behalf of and as requested by KJIR pursuant to the terms, conditions, and specifications set forth in the Project Request and in this Agreement. Independent Contractor also agrees to use, and return to KJIR, any Translation Memories provided to Independent Contractor in connection with each Project Request. Independent Contractor agrees to be solely responsible for the completion of each Project Request it accepts, and shall not assign or subcontract any of the tasks contained in any Project Request.
   
   KJIR agrees to pay Independent Contractor within thirty to sixty (30 to 60) days after the work under each Project Request is completed and a proper invoice is submitted to KJIR. KJIR shall not be required to pay Independent Contractor unless and until Independent Contractors has fully complied with all terms and requirements of the subject Project Request and this Agreement. KJIR also reserves the right to provide partial compensation to Independent Contractor for any Project Request with which Independent Contractor fails to fully comply.
   
   
7. INDEMNIFICATION. Independent Contractor hereby indemnifies and holds KJIR and its directors, officers, employees and agents harmless from and against any and all claims, liabilities, losses, damages, and expenses, including interest, penalties and attorneys' fees and all consequential and incidental damages which arise as a result of the breach by Independent Contractor of its obligations under this Agreement or which are attributable in any way to the operation of Independent Contractor's business. Independent Contractor also 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.
   
   
8. GENERAL TERMS.
   1. No prior restrictions. Independent Contractor hereby represents and warrants that Independent Contractor is free to enter into this Agreement with KJIR and that there are no contracts or restrictive covenants preventing full performance of Independent Contractor's duties.
      
      
   2. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
      
      
   3. Survival. The parties expressly acknowledge and agree that the provisions of this Agreement which by their express or implied terms extend beyond the termination of this Agreement (including without limitation the provisions of Sections 3 and 4) shall continue in full force and effect notwithstanding termination of this Agreement or termination of Independent Contractor's association with KJIR.
      
      
   4. Severability. If any provision(s) of this Agreement shall be held to be invalid or unenforceable for any reason, that invalidity or unenforceability shall not affect any other portion of this Agreement, and the remaining provisions, or portions thereof, shall continue to be valid and enforceable. If a court of competent jurisdiction finds that any provision(s) of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. It is the intention of the parties that the restrictions imposed by this Agreement be enforced to the maximum permissible extent, including but not limited to, Sections 3 and 4.
      
      
   5. Modification. This Agreement may only be modified or amended if provided in a written instrument signed by all of the undersigned parties hereto.
      
      
   6. Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
      
      
   7. No Adequate Remedy. The parties to this Agreement acknowledge and agree that monetary damages would be inadequate to compensate KJIR for any breach by Independent Contractor of the covenants set forth in this Agreement. The parties agree that, in addition to other remedies that may be available, KJIR shall be entitled to obtain injunctive or other equitable relief against the threatened breach of this Agreement or the continuation of any breach, or both, without the necessity of proving actual damages. Independent Contractor further agrees that in the event that it violates Sections 3 or 4 of this Agreement, the period of non-competition and no-solicitation will be extended for a term equal to the duration of the breach. 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.
      
      
   8. Applicable Law. This Agreement shall be construed under and governed by the laws of the State of Minnesota without regard to the conflict of laws rules or statutes of any jurisdiction. Every legal proceeding arising out of or in connection with this Agreement shall be brought in Hennepin County District Court. Each of the undersigned parties hereby consents to the exclusive personal and subject matter jurisdiction of Hennepin County District courts for this purpose.
      
      
   9. Attorneys Fees. The prevailing party in any suit brought by either party hereto to enforce the terms of Sections 3 or 4 of this Agreement shall be entitled to recover from the non-prevailing party all of said party's costs and attorneys' fees incurred in prosecuting such action.
      
      
   10. 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 KJIR and its respective heirs, successors and assigns.
       
       

IN WITNESS HEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.