DEFINITIONS
"Client" means the individual or business entity that executes this contract. "English League" means English League Translations, a department of English League Workforce Language Training, at www.englishleague.com. "Source Materials" means the documents, materials, and other items furnished to English League for translation under these terms. "Deliverable" means the final, translated version of the Source Materials.

PRIVACY & CONFIDENTIALITY
We highly respect your privacy. The nature of the work performed and any information transmitted to English League by Client shall be confidential. English League shall not without the prior consent of Client or unless required by law, divulge or otherwise disclose such information to any person other than authorized employees or authorized subcontractors of English League whose job performance requires such disclosure.

PRICING & DEADLINES
English League reserves the right to adjust pricing and/or delivery estimates upon receipt and evaluation of the final Source Materials to be translated, edited, or proofread. English League also reserves the right to refuse service for any reason. Clients shall be advised by English League of the estimate of additional charges or change of delivery date prior to performing the translation, editing, or proofreading.

CORRECTIONS
English League shall correct the following forms of translation errors free of charge: Outright mistranslation, omission, typo, grammatical mistake, and non-adherence to any approved glossary. For this, English League must receive written notification of the error/s within fifteen (15) days following delivery of the Deliverable to Client.

MODIFICATIONS / ADDITIONS TO SOURCE MATERIAL
All modifications or additions to the Source Materials shall be submitted to English League clearly indicating changes and where they occur in relation to the previously submitted copy. Pricing and scheduling for incorporation of Source Material modifications or additions into the target language translation/s in progress shall be determined based on extent and implication of changes and percentage of work already completed. Client shall be advised by English League of the estimate of additional charges before the changes or additions are made by English League.

TERMINATION
In the event that Client breaches this Agreement, English League shall have the right to terminate whereupon Client shall pay the full purchase price provided hereunder for the services completed and for all work in progress. In the event that English League breaches this Agreement, Client shall have the right to terminate whereupon English League shall return to Client all Source Materials and data supplied by Client together with all translated product that exists as of the date of termination. Neither party shall be deemed to be in breach or default of any provision of this Agreement by reason of a delay or failure in performance due to any causes beyond its control.

TITLE & OWNERSHIP
All right, title and interest in and to the Source Materials and, except as hereunder provided, the Deliverables, and any and all patent rights, copyright, know-how, and trade secrets therein are and remain the sole and exclusive property of Client. Notwithstanding the above, Client acknowledges that English League is the sole and exclusive owner of all right, title, and interest in and to all (i) methodology, information, software, and databases used in translating the Source Materials, and (ii) inventions, methodology, innovations, know-how, and databases developed by English League in the course of translating the Source Materials, including any and all patent rights, copyrights, know-how, and trade secrets therein. Provided that the Deliverables and copyright, know-how and trade secrets therein shall remain the property (but not the risk) of English League until English League shall have been paid in full for such Deliverables.

INDEMNIFICATION
Client shall indemnify, defend, and hold harmless English League, its owners, directors, officers, employees, representatives, agents, successors and assigns from and against any and all losses, damages, costs and expenses, including reasonable legal fees, resulting from, arising out of or incident to any suit, claim or demand based on (i) the performance of this Agreement by either party, (ii) Client's breach of the covenants, representations and warranties made by it herein, (iii) the manufacture, advertisement, promotion, sale or distribution of any items by Client, (iv) any taxes and from any duties, levies, tariffs, or like fees that may be imposed by any government or collective authority upon manufacture, advertisement, promotion, use, import, licensing or distribution of items by Client, or (v) any claim that any element of the Deliverable infringes any copyright, trademark, patent, or other proprietary right.

LIMITATION OF LIABILITY
English League shall not be liable for any incidental, special, or consequential damages or loss of any nature whatsoever, nor for any claim against Client by any other person or entity, arising from or relating to services rendered by English League, regardless of the nature of the claim or the form of the cause of action, whether in contract or in tort, or otherwise, and even if English League has been advised of the possibility of such damages, anything contained in related proposals and other documentation notwithstanding. English League shall not be responsible for any loss or damage to, nor the return of, any Source Materials.

REPRESENTATIONS & WARRANTIES
English League represents and warrants that it shall perform the translation in a manner consistent with its standard production procedures. Client represents and warrants (i) that it owns or is licensee of the Source Materials and all components thereof, and (ii) that translation of the Source Material and publication, distribution, sale or other use of the Deliverable shall not infringe upon any copyright, trademark, patent, or other right of any third party.

DISCLAIMER OF WARRANTY
The foregoing warranties of English League are in lieu of all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. English League makes no warranty that use of the Deliverables or use of any information relating thereto or contained therein shall not infringe any patent, copyright, or trade secret or any other proprietary right of any third party.