LIFETIME PROFESSIONAL SERVICES AGREEMENT


Approval

This agreement is entered into by and between myself and Translation 4 U. By agreeing to this agreement, I agree to be bound by all the provisions hereof, including all the terms and conditions set forth below.


Terms and Conditions

By agreeing to this contract, I declare my qualification and past experience in the field of Translation/ Interpretation.


In the event that I should hold a full time or part time job, I hereby acknowledge that there will be no contradictions between my own employer and the services rendered to Translation 4 U or its client(s).


Should I be Singaporean or a Singapore Permanent Resident, I hereby acknowledge that Translation 4 U will not contribute to my Central Provident Fund (CPF) and Medisave and that I shall solely contribute to it.


By agreeing to this agreement, I acknowledge that I will not disclose the compensation received by and from Translation 4 U.


I hereby agree to arrive at least 10 minutes early to all actual meetings and/or online appointments organized by Translation 4 U or its client(s) and to follow the appropriate dress code.


1. Confidentiality

I, having been known as an expert in the field of Translation/ Interpretation, shall serve and assist Translation 4 U and its assigned client(s). If and in any case that Translation 4 U or its client(s) may disclose Confidential Information (as defined below) to myself (the “Purpose”), I agree to the restrictions and undertakings stipulated in this Agreement.

All information disclosed prior to the date of this Agreement, whether acquired by myself through inspection by Translation 4 U or its client(s)’s property, whether related to Translation 4 U (without limitation) or its client(s)’s or its client(s) third parties’ prototypes, samples, technical data, trade secrets, know­how, actual and anticipated research, developments of products, product plans, services, software, inventions, processes, discoveries, formulas, architectures, concepts, ideas, designs, drawings, personnel, customers, markets, marketing plans, distribution methods, financial information, sales or programming matter, compositions, drawings, diagrams, computer programs, studies, work in process, visual demonstrations, manufacturing plans, and other data whether oral, written, graphic, or electronic shall be considered "Confidential Information."

However, Confidential Information shall not include information which can be proven by myself as, (i) generally known or available to the public prior to the arrangement of this agreement, and (ii) lawfully obtained by myself without violation of the confidentiality obligation.

I agree (i) to use Confidential Information solely for the Purpose of practising my obligation as a Translator/ Interpreter; (ii) to use all possible ways and means to maintain the Confidential Information in private, and practice all measures that are necessary for its protection, (iii) to disclose Confidential Information only to my employees, who previously signed an agreement with a similar content to the provisions hereof, to have access to the information for the completion of his duty as the Client’s employee; (iv) I will use the same degree of care with respect to nondisclosure of the Confidential Information as I use to protect my own Confidential Information, but in no event less than a reasonable degree of care. Without limiting the foregoing, I agree that I will keep secret and protect the confidentiality of any Confidential Information at all times and as herein provided, by (1) not disclosing any Confidential Information, or the fact that it has been obtained, to any third party without the prior written consent of the Translation 4U or its client(s); and (2) not disclosing any Confidential Information to any employees who do not have a need to know such Confidential Information; and (3) ensuring that all such employees who do have a need to know the Confidential Information have been informed of their confidentiality obligations regarding the Confidential Information and have agreed to be bound by them; (v) to immediately notify Translation 4 U in writing in the event of any unauthorized use or disclosure of the Confidential Information; (vi) I shall not, without prior written approval of the party disclosing information – Translation 4 U or its client(s), disclose or in any other way make known, reveal, copy, report, publish or transfer to any other person, firm, corporation or utilise for competitive or any other purpose, any secret information or know-how relative to the disclosed information, relating to the publishing, printing, production, email, copyright or sales, owned by Translation 4 U or any client of Translation 4 U. This is a lifetime guarantee that I shall not use Confidential Information belonging to or about Translation 4 U or its client(s) for my own purpose.

I shall not destroy, damage, disassemble, or copy any software or other tangible objects which embody the Confidential Information. I shall not convey or transmit, directly or indirectly, any Confidential Information, or the direct product of Confidential Information, except with the applicable laws stipulated by the government.

All Confidential Information and all of Translation 4 U’s manuals, reading materials, course materials and the like remain the property of Translation 4 U and no license or other rights in the Confidential Information are granted hereby, except as expressly provided above. This Agreement does not constitute a joint venture or other such business agreement. All information is provided in its present condition, no warranties and limitations set.

I agree to return to Translation 4 U or its client(s) immediately, upon Translation 4 U’s written request, all documents and other tangible objects containing or representing the Confidential Information and all copies thereof which are in my possession, including but not limited to all computer programs, documentation, notes, plans and drawings, and any reports, presentations, memorandums and other similar work made by me in connection with or relating to Translation 4 U or its client(s) or the Confidential Information.

With respect to Confidential Information stored in electronic form, I shall delete all such Confidential Information from its systems and shall confirm in a writing signed by an authorized representative of myself, that all Confidential Information has been deleted. I hereby acknowledge that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury, which may be difficult to ascertain. I accordingly agree that Translation 4 U or its client(s) shall have the right to seek and obtain immediate injunctive relief or specific performance from breaches of this Agreement, in addition to any other rights and remedies it may have, to prevent violation of these terms and without the requirement of posting a bond or undertaking or proving injury as a condition for relief. My obligations hereunder shall survive termination or expiration of this agreement until such time that all Confidential Information disclosed hereunder becomes publicly known and made generally available without the direct involvement of myself.


This Agreement shall bind the parties hereto and their successors and assigns, except that Confidential Information and the rights and obligations under this Agreement may not be assigned, or revised by myself without prior written consent of Translation 4 U.

This document contains the entire agreement between the parties with respect to the subject matter hereof, and may not be amended, nor any obligation waived, except through a writing signed by both parties hereto. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.

2. Rights

The disclosure of such Confidential Information to me shall not cause me to have any rights for use or otherwise with respect to such Confidential Information except for the limited purpose(s) stated herein. No license, interest in, or other proprietary right to myself under any patent, or other similar intellectual property instrument issued now or hereafter, is granted or implied by the disclosure of any Confidential Information.

3. No Warranty

None of the Confidential Information that may be disclosed by the Translation 4 U or its client(s) shall constitute any representation, warranty, assurance, guarantee, or inducement by Translation 4 U of any kind.

4. Cancellation

 

Translation 4 U has the right, in its sole discretion, to cancel this engagement of Contractor Services for any reason or no reason (Cancellation). In the event of such a Cancellation, Translation 4 U's sole obligation will be to pay me up until the date of Cancelation with respect to all Services performed which shall have been accepted and deemed complete and satisfactory by Translation 4 U. Translation 4 U will have no further obligation, whether financial or otherwise, to me after such cancellation. Translation 4 U may terminate this agreement immediately upon my refusal or inability to perform under, or my breach of, any provision of this Agreement.

 

5. Indemnification

 

I hereby agree to indemnify and hold harmless Translation 4 U, its assignees, licensees, publishers and clients, and the owners, officers, employees, and agents of all of them, against any suits, losses, liabilities, damages, claims, settlements, costs and expenses, including reasonable attorney's fees, arising from: (i) any breach of this agreement or agreement between myself and another person or company; (ii) any use of proprietary information I have obtained from sources other than Translation 4 U; or (iii) any breach of the warranties contained in paragraph 3 above, as long as Translation 4 U notifies me of the claim and cooperates with me in defending against the claim at my expense.

 

6. Injunctive Relief

 

I agree that any material breach or attempted or threatened breach of this agreement could result in irreparable injury to me for which there would be no adequate remedy at law and consents to injunctive relief without limiting the applicability of any other remedies.

 

7. Independent Contractor

 

I am performing Services for Translation 4 U as an independent contractor.  Nothing contained in this agreement constitutes appointment of either party as an agent, representative, partner, joint venturer or employee of the other party for any purpose. Neither party can bind the other to any agreement with anyone else.

 

8. Non-Solicitation

 

Without the prior written consent of Translation 4 U’s Managing Director, I shall not, during the term of this agreement and for a period of one year after termination of this agreement for any reason, on behalf of me or any other individual or entity; (a) call on any of the publishers, customers or clients of Translation 4 U or any affiliate or partner of Translation 4 U for the purpose of soliciting or inducing any of such publishers, customers or clients to acquire (or providing to any of such publishers, customers or clients) any product or service provided by Translation 4 U or any affiliate or partner of Translation 4 U, nor will I in any way, directly or indirectly, as agent or otherwise, in any other manner solicit, influence or encourage such publishers, customers or clients to take away, divert or direct their business to me or any other person or entity; or (b) attempt to persuade or solicit either directly or indirectly any person, company or entity who is an employee, Contractor, contractor, vendor, or partner of Translation 4 U to terminate or act in a way which will negatively impact their existing relationship with Translation 4 U. I  shall not during the term of this agreement, for a period of two (2) years thereafter, and for such other period as may be prescribed by law, make disparaging or defamatory comments concerning Translation 4 U to any third party nor make any disparaging or defamatory comments to any third party regarding the goods or Services provided by, or methods of doing business of, Translation 4 U or the current or former officers, directors, employees or agents of Translation 4 U.

 

9. Non-Conflicting Obligation

 

I will not engage in any other activities that conflict with obligations to Translation 4 U. My performance of all terms of this agreement does not and will not breach any agreement to keep in confidence information acquired in confidence or in trust prior to my engagement by Translation 4 U. I have not entered into or will not enter into any agreement in conflict herein.

 

10. Non-Disparagement

 

I will not, at any time, disrupt, disparage, impair or interfere with the business of Translation 4 U or any of its affiliates or clients, whether by way of disrupting Translation 4 U’s relations with clients, agents, representatives or vendors, disparaging or diminishing the reputation of Translation 4 U or any of its affiliates or otherwise.

11. Modification

This Agreement constitutes the entire agreement of the Translation 4 U and myself and supersedes any prior agreements or understandings between the Translation 4 U and myself hereto regarding the Confidential Information, and no amendment, alteration, or waiver of this Agreement shall be valid or binding unless made in writing and signed by Translation 4 U and myself. Failure to enforce any provisions of this Agreement shall not constitute a waiver of any term hereof. This agreement may not be verbally modified. Only a modification or corrections in writing, agreed to by both parties, will be enforceable. Authorization via electronic mail shall constitute written agreement.

12. Severability

The validity or enforceability of this agreement, if needed to be evaluated by any court of law, should be assessed as a whole and not to be evaluated as null or void using particular portions or specific parts only as its basis.


13. Governing Law

This agreement and all rights and obligations of the parties relating hereto shall be governed by and construed in accordance with the internal laws of the Republic of Singapore without giving effect to any conflicts of law rules that would cause the application of the laws of any other jurisdiction and any suit brought hereon must be brought in the state or federal courts sitting in Singapore, the parties hereby waiving any claims or defences that such forum is not convenient.

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I have read and agree to Translation 4 U Lifetime Professional Services Agreement Policy.

I declare that, to the best of my knowledge, all the details and information provided by me in this registration are true and correct.