Translation Services Agreement - Final

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TRANSLATION SERVICES AGREEMENT

THIS TRANSLATION SERVICES AGREEMENT (“Agreement”) is applicable and


effective from May-2023

BY AND AMONGST:

Reverie Language Technologies Limited, a company registered as a Micro, Small & Medium
Enterprise (MSME) (Formerly known as Reverie Language Technologies Private Limited), and
having its registered office at 5 th Floor, Avana Building, 884/327/39, Ibblur Village, Sarjapur
Road, Bangalore, Karnataka 560102 (hereinafter referred to as the “Company”)

AND

Kamaraj A residing at 116/57, 2nd Oorani Street, Kovilpatti - 628501,having ID number 8137
2148 7249 issued by Government of India and valid up to life of Three(3) Years
(hereinafter referred to as the “Linguist”, which expression shall, unless repugnant to the
context or meaning thereof, be deemed to mean and include any individual, Person (as defined
herein), company, corporation or other corporate entity, or partnership (in its capacity as such),
wherever and however incorporated or established).
For avoidance of doubt, it is, hereby, clarified that the term „Linguist‟ shall also include its
employees, agents and sub-contractors and, in the case of a company, its directors,
shareholders, officers, employees, managers, members, partners, associated or affiliated
companies. If the Linguist is not a company, then it shall include the individuals or entities in
similar positions as well as the successors in interest, administrators and permitted assigns.
The Company and the Linguist are, collectively referred to as “Parties”, and individually
referred to as “Party”.
WHEREAS:

(A) The Company is in the business of providing translation, localization, subtitling and other
language related services.

(B) The Linguist is a specialist provider of translation services, having the requisite
qualifications and skills in providing such translation services (“Services”).

(C) The Company is desirous of procuring the Services of the Linguist, and the Linguist,
hereby, agrees to provide the same. As such, the Company, hereby, appoints the Linguist
to provide the Services on a non-exclusive, ad hoc basis, under and in terms of this
Agreement.
(D) The Linguist acknowledges that, in pursuance to such appointment, it may get access to
certain important, non-public, commercial, technical, proprietary and/ or business
information, including but not limited to certain commercially sensitive information
belonging to, or in possession of the other Party, which all information shall be kept
confidential by the Linguist, in accordance with the terms of this Agreement.

(E) Now, the Parties have, therefore, agreed to enter into this Agreement which shall, inter alia,
provide/ govern the scope of the Services.

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND


MUTUAL COVENANTS AND OTHER GOOD AND VALUABLE
CONSIDERATION SET FORTH HEREIN (THE RECIEPT AND ADEQUACY
OF WHICH IS HEREBY MUTUALLY ACKNOWLEDGED), IT IS HEREBY
AGREED as follows:

Contracting Framework

This Agreement shall act as a base agreement under which the Parties can enter multiple
specific services and engagements by executing a Statement of Work (“SOW”), for a specific
scope of service, as annexed herewith as Annexure I. The SOW shall contain the deliverables,
details of Services, commercial terms, the location of work and such additional information,
terms and conditions as the parties may agree upon or as required by any local law or
regulation.

This Agreement constitutes the final, complete, and exclusive statement of the terms of the
agreement between the Parties as to the subject matter hereof, and supersedes all prior
communications, negotiations, discussions, representations, understanding or any agreement
between the Parties, whether express or implied with respect to the subject matter hereof. The
Parties agree that this Agreement shall be read and understood accordingly along with the
Statement of Work and all other linked documents collectively and shall cover the services to
be provided by Linguist and to be received by the Company.

For reference purposes, the following is a listing of the exhibits to this Agreement:

Annexure I – Statement of Work and the Payment Terms & Rate Schedule;

1. DEFINITIONS AND INTERPRETATIONS

1.1. For the purpose of this Agreement, in addition to the terms defined in the description of
Parties and the recitals hereinabove: (a) all capitalised words and expressions defined by
inclusion in quotation and/ or parenthesis anywhere in this Agreement, have the same
meanings as ascribed to such words and expressions; and (b) following words and
expressions shall have the meanings as set-out in this Clause 1.1 below:
“Agreement” or “this Agreement” shall mean this services agreement, including any
and all schedules, attachments and annexure hereto, and all amendments to this
Agreement (entered into in writing, in accordance with its terms);

“Applicable Law” shall mean all applicable laws, by-laws, rules, regulations, orders,
ordinances, protocols, codes, guidelines, policies, notices, directions, judgements,
decrees, circulars, notifications, clarifications or other requirements or official directives
of any Governmental Entity or Person acting under the authority of any Governmental
Entity or of any statutory or regulatory authority in the India, as the context may
require, whether in effect on the date of this Agreement or thereafter and in each case
as amended from time to time;

“Confidential Information” shall have the meaning ascribed to it in Clause 6.1 of this
Agreement.

“Disclosing Party” shall mean the Company.


“Fee” shall have the meaning ascribed to it in Clause 4 of this Agreement.

“Intellectual Property Rights” shall have the meaning ascribed to it in Clause 14 of


this Agreement.

“Original Work” shall mean the Project/ assignment/ work given by the Company
to the Linguist for translation and/ or interpretation and/ or otherwise, under and in
terms of this Agreement.
“Output Work” shall mean and refer work product (corresponding to each relevant
Project/ assignment/ work) duly executed, completed (that is, including without
limitation, the translation, proofreading, editing or formatting (partially or completely)
by the linguist) and delivered to the Company, under and in terms of this Agreement.
“Person(s)” shall mean any individual, sole proprietorship, association,
unincorporated organization or joint venture, body corporate, corporation (including
any non-profit corporation), company (including any limited liability company, joint
stock company or joint venture), general partnership, limited partnership, limited
liability partnership, estate, trust, firm, governmental authority, international
organization, agency or other authority or enterprise or other entity (whether or not
having separate legal personality) and shall include their respective successors and
assigns, and in case of an individual shall include his legal representatives,
administrators, executors and heirs and in case of a trust shall include the trustee or the
trustees for the time being.
“Personal Data” means data about or relating to a natural person who is directly or
indirectly identifiable, having regard to any characteristic, trait, attribute, including voice
of a person, or any other feature of the identity of such natural person or any
combination of such features with any other information, and shall include any
inference drawn from such data for the purpose of profiling.
“Personal Information” has the meaning given in the applicable laws on Privacy;
“Project” shall mean the Project/ assignment/ work, assigned/ given by the
Company to the Linguist, from time to time.
“Recipient” shall mean the Linguist.
“Services” shall mean the service of translation and/ or interpretation and/ or
otherwise provided by the Linguist to the Company, under and in terms of this
Agreement.

1.2. INTERPRETATION:

(i) Heading and bold typeface are only for convenience and shall be ignored for the
purpose of interpretation.

(ii) In this Agreement, unless the contrary intention appears:

(a) references to Clauses and Annexures are to the clauses of this Agreement
and schedules to this Agreement and references to paragraphs are to
paragraphs of Schedules;
(b) references to an enactment include references to any subordinate legislation
made under that enactment and any amendment to, or replacement of, that
enactment or subordinate legislation;
(c) references to this Agreement or any other document or to any specified
provision of this Agreement or any other document are to this Agreement,
that document or that provision as in force for the time being and as
amended, from time to time, in accordance with the terms of this
Agreement or that document or, as the case may be, with the agreement of the
Parties;
(d) references to a rule or procedure include references to any amendment or
replacement of that rule or procedure;
(e) the terms “hereof”, “thereof” and derivative or similar words refer to this
entire Agreement or specified Clauses of this Agreement, as the case may be;
(f) any reference to time shall, except where the context otherwise requires, be
construed as a reference to the time in India;
(g) words importing the singular shall mean the plural and vice versa;
(h) a reference to any gender includes the other and neuter gender;
(i) a reference to “writing” or “written” includes printing, typing, lithography
and other means of reproducing words in a visible form;
(j) reference to the word “include” shall be construed without limitation;
(k) where a wider construction is possible, the words “other” and “otherwise”
will not be construed ejusdem generis with any foregoing words;
(l) in the event of any inconsistency between the text of the Clauses of this
Agreement and Schedules hereto, the text of the Clauses of this Agreement
shall be controlling;
(m) any reference to “accounts” for audit shall include the relevant balance
sheets and profit and loss accounts together with all documents which are
or would be required by law to be annexed to the accounts of the Linguist
for the relevant Financial Year;
(n) unless otherwise specified, time periods within or following which any
payment is to be made or act is to be done shall be calculated by excluding
the day on which the period commences and including the day on which
the period ends and by extending the period to the following business day if
the last day of such period is not a business day; and
(o) unless otherwise specified, whenever any payment is to be made or action
taken under this Agreement is required to be made or taken on a day other
than a business day such payment shall be made or action taken on the next
business day.

2. SCOPE OF SERVICES

2.1. The Linguist, hereby, acknowledges, agrees and understands that it shall provide translation
and/or interpretation services to the Company on a non-exclusive, ad hoc basis.
However, the Company does not promise or guarantee to offer any minimum number
of Projects to be done by the Linguist, under the terms of this Agreement. It will be at
the sole discretion of the Company to offer the number of Projects to the Linguist.
Further, the Linguist is not obliged to accept any Projects / assignment/ task, which is
offered to the Linguist.

2.2. The Parties further acknowledge, agree and understand that this Agreement shall come into
force only when an offer, made by the Company, is accepted by the Linguist.

2.3. The Company may, at its sole discretion, undertake any appropriate quality assurance or
review activities of the Output Product delivered, to the Company, by the Linguist in
respect of any Project.

2.4. The Company reserves the right to make changes to the terms of this Agreement and
applicable SOW, from time to time, without notice. As such, irrespective of when the
Linguist accepts an offer of a Project (i.e. whether before or after the Company has
proposed or made such changes), then the Linguist shall be deemed to have accepted
the said changes in the Agreement or SOW, as and when the said changes are made by
the Company.

2.5. The Linguist acknowledges and agrees that purchasing the License to use the Prabandhak
Platform does not guarantee any regular work from Reverie Language Technologies Ltd,. The
Linguist can can bid for projects on Company‟s Marketplace as per capability and skills of the
Linguist and project availability.

2.6. The Prabandhak Platform can only be used as Translation Management Platform (TMP) to
execute LSP/Agencies projects and to receive projects from the Company.

3. DUTIES OF THE LINGUIST

3.1. The Linguist, hereby, acknowledges, agrees and understands that it shall perform
translation Services on behalf of the Company only with the proper authorization from
the Company, and that it shall not be eligible for payment for any Services rendered
without proper authorization. The Linguist shall perform and deliver the Services as per
the terms of this Agreement and the applicable SOW.
3.2. The Linguist shall personally perform any and all Services, without subcontracting any part
thereof to any other company or individual, unless otherwise agreed in writing with the
Company prior to project inception, and shall ensure and procure such subcontractor to
submit its resume/ company profile to the Company for approval. Only upon the
Company approving the same, in writing, the Linguist may involve such subcontractor
to execute the Project(s) and provide the Services, under the terms of this Agreement.
Upon consent of the Company, if the Linguist sub-contracts any portion or whole of its
Services under this Agreement, it shall do so by binding such sub-contractor to terms
and conditions as it is contained in this Agreement, including but not limited to
Confidentiality obligations included herein. For the avoidance of doubt, every act or
omission of a subcontractor shall be deemed to be an act or omission of the Linguist.
The Linguist shall not be relieved of any of its obligations under this Agreement by the
appointment of a subcontractor. The Linguist will remain primarily responsible and
liable for all acts and omissions of any such subcontractor.

3.3. The Linguist agrees to deliver any and all Services to the Company within the designated
time frame (as per the terms of each respective Project) and ensure service standards of
highest quality, to the satisfaction of the Company. The Linguist shall exercise all
reasonable care and skill in the performance of the Services and would carry out
services with necessary skill and expertise, and in a timely, workmanlike and efficient
manner. The Linguist further agrees and undertakes to immediately inform the
Company of any potential delay in execution, delivery or inability to comply with quality
procedures required to be undertaken in respect of each respective Project and/ or as
required by the Company and/ or as per the terms of this Agreement. The Company
shall have the right to make appropriate deductions from the Service Fee (and/ or any
other amount, if any) due/ payable to the Linguist in the event of the failure of the
Linguist to comply with the terms of this Agreement, particularly, the obligations under
this Section (titled “DUTIES OF THE LINGUIST”).

3.3.1Quality TERMS AND CONDITIONS:

The Linguist shall ensure quality standards of services as set out in this Section below:

Services Quality Level Penalty % (If the quality level is not met)
Translation >95% 1. If Quality level >95%- 0%
2. If Quality level <90-95%- 10% on the invoice value
3. If Quality level <89%-80%- 25% on the invoice value
4. <79%- 50% on the invoice value
Proofreading >99% 1. If Quality level >99%- 0%
2. If Quality level <90-98%- 10% on the invoice value
3. If Quality level <89%-80%- 25% on the invoice value
4. If Quality level <79%- 50% on the invoice value
Editing >99% 1. If Quality level >99%- 0%
2. If Quality level <90-95%- 10% on the invoice value
3. If Quality level <89%-80%- 25% on the invoice value
4. If Quality level <79%- 50% on the invoice value

Quality Parameters (Not limited to)


• Spelling accuracy
• Accuracy in Number, date, currency etc.
• Grammatical accuracy
• Correct use of quotation and other punctuation marks, capitalization, Text style etc.
• Consistency
• Glossary adherence
• Project Instruction adherence
• Missing translation and omission
• Repeated words and double spaces
• Code elements and tags
• Language flow/style of writing to be as per the project requirement

Note: Preferential and stylistic changes are not considered as quality issue.

3.3.2. Deadline
Linguist accepts that for all deliverables, the deliver timelines will be discussed and
finalized/agreed mutually before project initiation. Linguist should adhere to the agreed
timelines. Defaults on the same will be penalized as stated below:

Delay from Agreed deadline(in Hrs) Penalty % (If the deadline is not met)
Delay of 1-5hrs from the agreed 5% on the invoice value
timeline
Delayed by a day 10% on the invoice value
Non-responsive Will be blocked on Prabandhak due to
Breach of agreement.

The penalty rates will be modified depending upon the specific client penalty clauses.

Acceptance of the Linguist’s Services and deliverables shall be contingent upon the
acceptance of the Company of the work and / or Services to which the Linguist’s Services
and deliverables have contributed or into which the Linguist’s deliverables have been
incorporated.

All deliverables and Services must pass in all material respect any acceptance tests and
procedures agreed between the Parties and as set out in the applicable SOW. The Company
shall be entitled to reject all deliverables that do not meet the acceptance parameters in all
material respect provided that the Linguist shall be given a reasonable opportunity to
remedy any defect, delay, and / or failure. Any deliverable or Service rejected under this
Clause must at Company’ s request be replaced and / or re-performed as the case may be by
the Linguist with no additional cost to the Company. Any re-performance of the deliverables
or services shall have mutually agreed timelines and should be rectified / corrected on top
priority by the Linguist. Default in complying with the provisions under this Clause shall
attract a penalty starting from 10% to upto 50% of the specific project invoice value.

3.4. Unless specifically authorised by the Company, in writing, the Linguist shall not:

(i) have any authority to incur any expenditure in the name of or for the account of
the Company;
(ii) hold itself out as having authority to bind the Company;
(iii) hold itself out as being an employee/ worker/ agency worker/ associate/ joint
venture/ partner of the Company.

3.5. The Linguist agrees and undertakes to be always available for work-related
communication and to respond within 24 (twenty - four) hours of email or phone calls.
Any inability to comply with this requirement, especially after project delivery, the
Linguist shall be responsible be notified (in writing) in advance to the Company.

3.6. In the event that the Linguist involved in the provision of the Services is convicted of a
criminal offence, or is arrested on suspicion of, or accused of, or charged with any
criminal offence, then the Linguist shall immediately inform the Company of the same.

3.7. The Linguist shall be responsible for payment of all taxes and insurance requirements
under existing law, including, but not limited to central, state and local income taxes.
The Linguist undertakes, represents and warrants that the Linguist shall make any and
all necessary payments to appropriate governmental agencies, and shall indemnify the
Company against any and all claims, liabilities, costs, or expenses that may arise out of
or in connection with any breach/ default of this requirement on part of the Linguist.

3.8. Notwithstanding anything contained in this Agreement, the Linguist acknowledges and
confirms that during the term of his engagement with the Company and for a period of
1 (one) year after the expiry of the Term or earlier termination of this Agreement, it
shall not provide similar Services to any person or organization or in any other entity,
whether or not for pecuniary gain, without the prior written consent (including through
electronic mail) of the Company, and that it will not directly or indirectly engage in any
business that is competitive in any manner with the business of the Company. The
Linguist agrees that its failure to comply with this Clause 3.9 shall be construed as a
material breach of this Agreement.

3.9. The Linguist shall:

(i) in the event of any defect in the Services, promptly (i.e. within 24 hours), inform
the Company of any such errors/ omissions/ otherwise in the Services, and at its
own cost and expense, rectify any such defect in the Services and ensure that the
error/ omission/ otherwise is not repeated;
(ii) in the event of its inability to provide the Services, shall return all documents,
information provided to it by the Company for completion of the Project, and if
partly completed, return the partly completed Project;
(iii) not accept an assignment, which would or might result in the creation of a
conflict of interest in respect of the provision of the Services or business affairs
of the Linguist or affect the Linguist‟s ability to undertake the Project.
(iv) neither contact or attempt to contact the client (of the Company or Parent
Company), without obtaining prior written approval of the Company.
4. FEES AND PAYMENT

4.1. The fee for a Project shall be specified in the Project itself, and shall be fixed and valid for
the entire duration of such Project. Such fee shall be inclusive of all costs and charges
(including, without limitation, applicable taxes, charges for insurance and delivery, any
other costs) (“Fee”). Prabandhak Platform usage fee of 5%-10% on all the freelancers
invoice is applicable depending upon the deliverable quality and the fees percentage to
be mutually agreed before start of the project.

4.2. After execution, completion and delivery of the Output Work, the Company will generate
the word count report from Prabandhak, based on the completed assigned word count.
Effective word count from the Prabandhak platform count shall be the final word
count for the purpose of billing and making payment to the Linguist by the Company.
For the purpose of this Section, Effective word count means. Word Count that is
assigned for translation after deducting repetitions and Translation Memory matches. The Company
will send a Purchase Order (PO) to the Linguist. The PO will be shared between the
28th-30th day of every month for the Effective work completed and approved/Signed-
off by the Company. The Company shall try complete the sign off process before the
25th day of the month. The Linguist shall raise queries or disputes about the PO within
3 (three) days of receiving the PO. The Linguist must raise an invoice by the 5th day of
the next month after receiving the PO to the Company, unless agreed otherwise, in
writing, by the Company. The invoice must include the Linguist‟s name/ business
name, address, invoice number, Project number (as assigned by the Company), tax ID
(if applicable), along with summary description of Services (including language
combination, word count, and total payment due). Failure to send the invoices in time
(as aforesaid) may lead to invoice processing delay of up to 90 (ninety) days, and in this
regard, the Linguist agrees, acknowledges and undertakes that it shall not have, nor raise
any claim, whatsoever, for damages, indemnity or otherwise on or against the Company
for such delay in processing of its invoice by the Company, resulting due to the
Linguist‟s aforesaid failure. The

4.3. No Fees, whatsoever, shall be payable/ paid by the Company to the Linguist for any
period: (i) during which no Project is assigned/ given to the Linguist by the Company;
and/ or (ii) during which no Services are provided by the Linguist to the Company,
during the subsistence of this Agreement. Further, the Company shall have no liability
to pay any Fees, whatsoever, for an Project that has not been completed either in full
and/ or on time, but may, at its sole discretion, make a partial payment taking into
account the Services already provided by the Linguist and accepted by the Company,
and in this regard, the Linguist agrees, acknowledges and understands that such partial
payment shall be deemed to a full and final payment and settle of its dues payable by
the Company to the Linguist in respect of any such Project. In such a situation, the
Linguist shall be liable to the Company under Clause 16 (DISPUTE RESOLUTION) of this
Agreement.

4.4. The Linguist acknowledges, agrees and understands that it shall not be paid unless it
completes and delivers the entire project within the timelines specified (in terms of each
Project), and that it shall be paid at the rate agreed at the start of the Project, subject to
the terms of this Agreement and applicable SOW.
4.5. Unless otherwise agreed, the Fees shall be paid in Indian Rupees (INR), and shall be
inclusive of sales or TDS and Prabandhak Platform usage fee and any other tax or
duty(GST), if any. If the payment is done in USD, In the event of a significant
fluctuation in currency exchange rates, the Company reserves the right to adjust the
Fees payable, to the Linguist, on a pro rata basis.

4.6. The Company shall only make payment through Paypal, bank transfers, and no payment
will be made by cheque, unless specifically agreed by the Company. Further, the
Company shall not make any third party payments (including payments to the
subcontractors, which payments (if any) shall be the responsibility of the Linguist). The
Company shall bear no liability for any fees/ cost/ charges incurred by the Linguist in
receiving or accessing the Fees, from the Company.

4.7. Subject to the terms of this Agreement, any payment towards GST, chargeable on the Fees,
shall be made by the Company upon receipt of a valid GST invoice from the Linguist.

4.8, The Linguist shall be solely responsible for payment of any expenses and taxes incurred by
it or otherwise incurred or assessed in connection with the Services. Payment under this
Agreement would be made after deduction of applicable taxes at source and in the
event, Company is directly charged any such expenses or taxes, Company shall have the
right to set off any amounts paid by it, as applicable, against any undisputed amounts
due to the Linguist hereunder. The Linguist shall be liable for and agrees to defend (at
Company‟s request), indemnify and hold Company harmless from any claim or liability
arising due to delay or deficiency in payment (including penalties and interest) relating
to expenses or taxes that are the responsibility of the Linguist or failure to comply with
the reporting, return or other appropriate procedural requirements with respect to the
payment of taxes. The Linguist shall promptly notify Company upon payment of the
applicable taxes and certify that all the applicable taxes have been fully paid to the
relevant authorities, if required the Linguist shall provide proof / documentary evidence
of having complying with the same. Each party shall be responsible for taxes based on
its own net income and for taxes on any property it owns or leases.

5. RELATIONSHIP BETWEEN THE COMPANY AND THE LINGUIST

5.1. It is agreed and understood between the Parties that the Linguist‟s relationship with the
Company/ Parent Company is that of an independent contractor, and nothing in this
Agreement is intended, or should be construed, to create a partnership, agency, joint
venture or employment relationship between the Parties. The Linguist is not authorized
to make any representation, contract or commitment on behalf of the Company, unless
a written permission is issued by the Company in that regard. Further, being an
independent contractor, the Company shall negotiate rates with the Linguist on a per
Project basis. The Linguist shall act as an independent contractor and not as the agent
of the Company in performing the Services under this Agreement, maintaining
complete control over its subcontractors. Nothing contained in this Agreement shall
create any contractual relationship between Linguist‟s subcontractors and the Company
who are contracted directly with the Linguist.
5.2. Unless otherwise expressly set forth herein, the Company will not supervise, direct or
control the Linguist in the manner/ method of execution of any Project assigned/
given by the Company. The Linguist will determine the method, manner, and means of
execution of the Services in respect of the Project, provided that the Linguist shall
satisfactorily perform the Services to produce the intended result and Output Product,
acceptable to the Company in accordance with the Company standards and completion
and delivery timeline requirements. In this regard, the Linguist, expressly agrees and
covenants that it is fully aware of the said Company standards and completion and
delivery requirements in respect of the Project, which it, hereby, acknowledges and
undertakes to meet.

5.3. It is agreed and understood that the Linguist is not covered by any workers‟ compensation
insurance provided by the Company to its direct employees, and the Linguist expressly
waives any such coverage as a condition of signing up/ consenting to the terms and
conditions of this Agreement.

5.4. The Linguist agrees and understands that it is not eligible for any employment benefits by
virtue of the Linguist‟s relationship with the Company. The Linguist also agrees and
understands that it shall not claim employment from the Company.

5.5. The Linguist retains the right to perform services for third parties, during the term of this
Agreement. In this regard, the Linguist agrees and undertakes that it shall not let the
Project execution, completion and deliver suffer in any manner, whatsoever, and shall
ensure and procure that the Output Product confirms and adheres to the Company
standards and completion and delivery requirements.

5.6. The Linguist, hereby, confirms and undertakes that it has, and shall ensure and procure that
its employees and/ or subcontractors possess the required education, training, skills,
experience, licenses, supplies and equipment necessary to the provide the Services and
the Output Product in relation to an Project, in terms of this Agreement.

6. CONFIDENTIAL INFORMATION

6.1. Confidential Information shall mean and refer to: (i) all information of whatever nature
relating to the Project/ Output Work or the Company/ Parent Company and their
respective businesses and any Confidential Information of the Company‟s clients, that
either the Company/ Parent Company (the "Disclosing Party") and/or any of its
representatives may disclose and make available to the Linguist (the "Recipient") or
any of its employee (including but not limited to subcontractor/ affiliates/
representatives), whether in writing, orally or pursuant to visits to premises and in any
form or medium in which such information may be recorded or kept, irrespective of
whether such information is marked as "confidential" or not and irrespective of
whether such information has any commercial value or not; (ii) compilation, studies,
analyses or any other material prepared by the Recipient which contain, reflect or are
otherwise generated by the information stated in sub-paragraph (i) of this Clause; (iii)
the existence and contents of this Agreement and the existence and contents of the
discussion between the Parties about the Project(s).
6.2. Information transmitted orally shall be deemed to be Confidential Information unless
specified otherwise by the Disclosing Party. Such oral information so disclosed shall be
provided the same protection by the Recipient as is provided to Confidential
Information as set forth herein.

6.3. Confidential Information shall exclude information which:

(i) is or becomes publicly available (other than as a direct or indirect result of any
breach of this Agreement); or
(ii) is known to the Recipient before the date it is disclosed by the Disclosing Party
or its representatives; or
(iii) is lawfully obtained by the Recipient after that date, other than from a source
which is connected with the Disclosing Party and/or its representatives, and
which, in either case, has not been obtained in violation of, and is not otherwise
subject to, any obligation of confidentiality to the Disclosing Party or its
representatives.

6.4. For the avoidance of doubt, nothing contained herein shall compel or oblige the Disclosing
Party to provide the Recipient and/ or its representatives with any or all of the
Confidential Information requested by the Recipient and/ or its representatives and
that the Disclosing Party shall be entitled, at its sole discretion and opinion:

(i) to decline to supply the Recipient and its representatives with any part of such
information; or (ii) to determine, whether information is suitable or necessary to be so
disclosed.

6.5. The Confidential Information shall remain the sole property of the Disclosing Party. The
Disclosing Party may, at any time including but not limited to on termination of this
Agreement, request the Recipient to return, destroy or delete (in such a manner that it cannot
be recovered) all Confidential Information (including all copies) belonging to the Disclosing
Party in the Recipient's possession or control.

6.6. The Disclosing Party may disclose the Confidential Information to the Recipient only on a
“need-to-know” and confidential basis:
a) to those of its personnel who have a need to know the Confidential
Information to enable the Party to exercise its rights and comply with its
obligations under this Agreement;
b) to the Recipient‟s financial, legal or other professional advisors for the
purpose of obtaining advice in relation to the performance of its
obligations under this Agreement.

6.7. The provisions of this Clause 6 and 7 will survive the expiration or termination of this
Agreement.

Remedies for Breach


The Recipient acknowledges that the value of the Disclosing Party‟s Confidential Information
is such that an award of damages or an account of profits may not be adequate compensation
for breach of this clause.

The Recipient acknowledges that, without compromising its rights to seek damages or receive
any other form of relief in the event of a breach of this clause, the Disclosing Party may seek
and obtain an ex-parte interlocutory injunction or final injunction to prohibit or restrain the
Recipient or its Personnel from any breach or threatened breach of this clause.

7. NON-DISCLOSURE AND PERMITTED USE

7.1. In consideration of the Disclosing Party agreeing to disclose the Confidential Information
to the Recipient and/ or its representatives, the Recipient undertakes to the Disclosing
Party that the Recipient shall, and shall cause and procure its employee (including but
not limited to subcontractor/ affiliates/ representatives) to:

(i) use the Confidential Information only for the purposes of the Project/ the
Output Product, or for any other purpose mutually agreed to by the Parties, in
writing;
(ii) prevent the disclosure or dissemination of Confidential Information to any
other Person, without the prior written consent of the Disclosing Party;
(iii) advise the employees, subcontractors and agents, who are permitted to access
the Confidential Information, of their obligations with respect thereto;
(iv) not divulge the fact of discussions between the Parties in relation to any
Confidential
Information, or the status of such discussions or any due diligence to any third party;
(v) Promptly notify the Disclosing Party if it suspects, or is aware of any
unauthorized use, access, storage, copying or disclosure of the Confidential
Information, and assist the Disclosing Party with any action that the
Disclosing Party intends to take/ takes in respect of the unauthorized use,
access, storage, copying or disclosure of the Confidential Information.

8. RETURN AND DESTRUCTION OF INFORMATION

8.1. The Linguist shall, and shall cause and procure its employee (including but not limited to
subcontractor/ affiliates/ representatives) to: (i) upon demand by the Company/
Parent Company at any time during this Agreement; and/ or (ii) upon execution and
completion of the Project/ delivery of Output Work; and/ or (ii) upon expiry of the
Agreement; and/ or (c) sooner termination hereof, for any reason, whatsoever:

(i) return to the Company, all information available with the Linguist (including
the Confidential Information), or anything forming part of the information
available with the Linguist (including in the form of instructions, directions,
documents, etc.);
(ii) return to the Company, all physical and electronic documents/records/
repository containing any information (including the Confidential
Information) pertaining to the Project/ Output Work, which is in possession/
custody/ control of the Linguist;
(iii) permanently expunge/ delete all Confidential Information from storage device
(of any nature, whatsoever), server, system, any computer, word-processor,
machine, or other device (whether electronic or otherwise) containing such
information within 7 (seven) days of delivery of the Output Product to the
Company; or
(iv) destroy, within 7 (seven) days of occurrence of any event specified in this
Clause 8.1 above, all documents and other materials, which are in any form
capable of delivery or destruction, containing or reflecting any Confidential
Information and all copies thereof, which have been made by or on behalf of
the Linguist or its employee (including but not limited to subcontractor/
affiliates/ representatives), as the case may be;
(v) confirm to the Company, in writing, within 7 (seven) days (of occurrence of
any event specified in this Clause 8.1 above), that the Linguist and/ or its
employee (including but not limited to subcontractor/ affiliates/
representatives), as the case may be, have the Confidential Information
expunged/ deleted/ destroyed.

For avoidance of doubt, it hereby clarified that the Linguist shall, and shall cause and
procure its employee (including but not limited to subcontractor/ affiliates/ representatives)
to, expunge/ delete/ destroy all Confidential Information within 7 (seven) days of
delivery of the Output Work. Further, within 3 (three) months of delivery of the
Output Work, the Linguist shall, and shall cause and procure its employee (including but
not limited to subcontractor/ affiliates/ representatives) to, also expunge/ delete/ destroy/
return (as the case may be), any other information pertaining to the Project (or
required for delivering the Output Work) that is available with the Linguist and/ or its
employee (including but not limited to subcontractor/ affiliates/ representatives).

8.2. Notwithstanding the aforesaid, any and all duties and obligations of the Linguist
existing under this Agreement shall remain in full force and effect regardless of the
delivery or destruction of the Confidential Information or the expiration or sooner
termination of this Agreement. Any contravention of this Clause shall be considered
as breach of this Agreement, and the Linguist shall be liable to pay damages to the
Company, as decided by the Company, in its sole and absolute discretion, including
the Company taking recourse to any other remedy to which the Company may be
entitled to.

8.3. The Linguist agrees and undertakes that it shall not, and shall ensure and procure that
its employee (including but not limited to subcontractor/ affiliates/ representatives)
do not, in any way use the original documents, translated documents or data related to
the Project for work not commissioned by the Company. The Linguist also agrees and
undertakes that it shall not use the information received from the Company (under
this Agreement) in the creation of machine translation, translation memories or for
any other purpose whatsoever, other than for providing the Services to the Company.
For avoidance of doubt, it is clarified that the Company/ Parent Company may use
the Output Product in creation of machine translation, translation memories and/ or
for such other purpose(s), as the Company/ Parent Company, in its sole and absolute
discretion, deem fit, proper and appropriate, and that the Linguist acknowledges the
aforesaid, and expressly consents to the same.

9. COMPLAINTS HANDLING

9.1. The Linguist agrees and undertakes to proactively work with the Company and respond to
any complaints, without any delay, as per the terms of this Agreement. If after
investigation or formal quality assurance reviews any Output Product is found to be of
substandard quality or delayed, then the Company reserves the right, in its sole and
absolute discretion, to make appropriate deductions from the Fee payable to, and
Invoices by, the Linguist, for the defect or delay in the Services, in respect of the
Output Product (corresponding to the relevant Project) and if the Linguist has already
been paid by the Company, then the Company may demand and require refund from
the Linguist of the relevant part of the Fee within 7 (seven) days of its request. In any
case, in this regard the Company reserves its right to make deductions from future
dues/ payments to the Linguist, and the Linguist, hereby, expressly agrees, covenants
and consents to the same.

10. TERM and TERMINATION

10.1. This Agreement shall be effective from May-2023 (“Effective Date”) and shall remain in
effect till May-2028 unless terminated/extended earlier pursuant to the following
provisions:

10.2. The Company may, at any time, without notice, remove the Linguist from the Company‟s
list of approved linguists, and consequently, this Agreement shall stand automatically
terminated on the date of such removal by the Company.

10.3. The Linguist may request to be removed from the Company‟s list of approved linguists,
by giving written notice of not less than 30 (thirty) days to the Company, and this
Agreement shall stand terminated upon expiry of 30 (thirty) days from the receipt of
the above written notice by the Company, unless the Company has raised any written
objection in this regard and communicated the same to the Linguist by way of a reply
to the said notice.

10.4. In the event, this Agreement is terminated, for any of the foregoing reasons:

(i) all licences granted by the Company to the Linguist, under this Agreement, shall
immediately stand automatically terminated;
(ii) the Linguist shall return, and make no further use of, any and all Confidential
Information (and all copies of them) belonging to the Company and/ or their
clients;
(iii) the accrued rights of the Parties as at termination, or the continuation after
termination of any provision expressly stated to survive or implicitly surviving
termination shall not be affected or prejudiced by this Clause.
10.5. The Company may terminate this Agreement at any time if the Linguist is in breach of
any material term of this Agreement and does not remedy the breach within the ten (10)
Business Days of the date of written notice from the other party specifying the breach and
requiring it to be remedied.

10.6. The Company may terminate this Agreement without cause at any time by giving thirty
(30) days' prior notice in writing to the Linguist.

10.7. Either party may terminate this Agreement immediately by written notice to the other
party if any reasonable cause exists.

Reasonable cause is defined as:

● A substantial violation of this Agreement;

● Circumstances (or likely circumstances) in which either party is found guilty of


corruption, bribery, fraud, dishonesty or any other conduct which is reasonably
believed to bring the other party into disrepute (whether or not connected to the
provision of services);

● Any substantive step is taken towards either party‟s bankruptcy, administration,


administrative receivership, winding up and/or dissolution.

10.8. The Company may terminate this Agreement immediately by notice in writing if the
Linguist breaches Data Privacy, Confidentiality terms of this Agreement or misrepresents to
the Company under this Agreement.

10.9. Upon termination of this Agreement by either party:

Subject to the provisions of Clause 10.7 and 10.8 in which case this Clause shall not apply, the
Company is entitled to request that the Linguist continues to perform Services, which are not
yet completed until such services are completed and all Materials and deliverables have been
delivered to the Company. The continuation of the provision of the Services under this Clause
10.9 shall be governed by the terms of this Agreement; or

the Linguist and its subcontractors may be requested to cease all activity on the Projects and
shall promptly provide to the Company, at no cost to the Company, all work product, and files
together with any Materials and deliverables, whether completed or not, developed by the
Linguist under this Agreement.

10.10. For the avoidance of doubt, the Company shall pay the Linguist only the relevant
proportion of the charges due and owing for all Services properly performed and accepted by
the Company in respect of the Agreement as at the date of termination upon receipt of a
monthly consolidated invoice.
11. NON-SOLICITATION

11.1. During the term of this Agreement and 12 (twelve) months thereafter, the Linguist agrees
not to (directly or indirectly) deal with the Company‟s clients or hire, solicit, nor
attempt to solicit, endeavour to entice away, or offer to employ, for itself or any third
party, directly or indirectly, the services of any director, officer, employee,
subcontractor, representative, agent of the Company/ Parent Company (including but
not limited to its affiliate companies/ group companies/ associate companies),
without the prior written consent of the Company.

12. DATA PROTECTION

12.1. The Company and the Linguist shall (and where applicable, ensure and procure that its
employee (including but not limited to subcontractor/ affiliates/ representatives)
shall) comply with the provisions of the applicable data protection and privacy laws
(“Privacy Laws”).

12.2. Privacy Laws. Linguist must comply with all applicable Privacy Laws in relation to any
Personal Information disclosed to or collected by the Company in the course of
performing under this Agreement (“Personal Information”) and must only use and
disclose the Personal Information for the purposes of and in accordance with this
Agreement.

12.3. Privacy Obligations. The Linguist agrees:


i. not to do any act or engage in any practice that would breach any Privacy Law;
ii. not to do any act or engage in any practice, which if done or engaged in by other
party, would cause the Company to breach any Privacy Law;
iii. to take all reasonable steps to keep Personal Information in the Linguist‟s
possession, custody or control, secure against loss, destruction and unauthorized
access, use, modification or disclosure;
iv. to immediately notify the Company if the either party becomes aware of a breach
or possible breach of any Privacy Law in relation to the Personal Information or
the obligations contained in, or referred to in, this clause 12 by the Linguist or
any of its personnel;
v. to comply with any reasonable directions, guidelines, determinations or
recommendations of the Company in relation to security, use or disclosure of
Personal Information, to the extent that they are not inconsistent with the
requirements of a Privacy Law; and
vi. to ensure that any of its personnel who are required to deal with or process
Personal Information for the purposes of this Agreement are made aware of the
obligations of the Linguist under this Agreement.

12.4. Linguist must, if it receives a request from an individual for access to, alteration,
correction or deletion of Personal Information, promptly inform the Company in
writing of the request. Linguist must comply with any reasonable and lawful direction
issued by the Company in respect of any such request.
13. PRIVACY POLICY

13.1. The Linguist, hereby, agrees and acknowledges that by accepting this Agreement, it also
understands, agrees and accepts the privacy policy of the Company available on the
Company website, accessible at www.Reverinc.com/privacy-policy/

14. INTELLECTUAL PROPERTY RIGHTS

14.1. The ownership in any copyright, design rights, trademarks, patents and other intellectual
property rights (“Intellectual Property Rights”) made/ acquired by or on behalf of
the Company/ its client(s) in the provision of the Services, or to which the Linguist/
its employee (including but not limited to subcontractor/ affiliates/
representatives)has/ have had access or has/ have or of which the Linguist/ its
employee (including but not limited to subcontractor/ affiliates/ representatives)has/
have received knowledge in the course of or for the purpose of the provision of the
Services and completion and delivery of the Output Product, shall belong to and vest
in the Company or its client(s), as applicable.

14.2. For avoidance of doubt, it is further clarified that any and all Services provided (and/ or
the Output Product created) by the Linguist in connection herewith or otherwise, to the
Company, shall be considered “works made for hire”, and it is reiterated that rights
with respect to copyright, patent and other intellectual property rights shall, upon
creation, be owned exclusively by the Company or client(s), as applicable.

14.3. All Intellectual Property Rights in the Output Work shall be assigned by the Linguist to
the Company (or the client) as the Company may require, in its sole and absolute
discretion.

14.4. The Linguist shall not, and shall ensure and procure that its employee (including but not
limited to subcontractor/ affiliates/ representatives) do not, use the Output Work as
“public examples,” on its website, without obtaining the prior written permission of the
Company.

14.5. The Company shall have the right to use the Output Work and all other translated
documents to generally improve its services (for example, fine tune Company‟s turn-
around time estimates, or improve machine translation and machine learning systems)
and develop new products or services itself and/ or with third parties, and the Linguist,
hereby, expressly agrees, covenants and consents to the same.
14.6. Title to all Intellectual Property Rights shall remain with the Company or client(s), as
applicable and the Company or client(s), as applicable shall have unlimited right to
make, have made, use, reconstruct, repair, modify, reproduce, publish, distribute, and
sell Intellectual Property Rights, in whole or in part, or combine Intellectual Property
Rights with other matter, or not use Intellectual Property Rights at all, as it sees fit. To
the extent that title to any such Intellectual Property Rights, may not, by operation of
law, vest in the Company or client(s), as applicable or such Intellectual Property Rights
may not be considered to work made for hire, or as otherwise necessary to convey and
assign to the Company or client(s), as applicable any and all right, title, and interest in
such Intellectual Property Rights to the Company or client(s), as applicable, the Linguist
hereby irrevocably transfers and assigns and agrees to transfer and assign to the
Company or client(s), as applicable in perpetuity all worldwide right, title and interest in
and to the Intellectual Property Rights (including, without limitation, applications for
registration thereof, and all rights therein under applicable international conventions for
the protection of such rights) in, and ownership of, Intellectual Property Rights to the
Company or client(s), as applicable and its affiliates, effective immediately upon the
inception or development thereof may have, as and when such rights arise. The Linguist
agrees that it shall at all times have all necessary rights or consents to grant the rights to
Intellectual Property Rights to the Company or client(s), as applicable specified herein.
The Linguist or its subcontractors retains no rights to use Intellectual Property Rights
and agrees not to challenge the validity of the Company or client(s), as applicable and its
affiliates' ownership in the Intellectual Property Rights. The Linguist or its
subcontractors agrees to, for no further consideration, execute any documents and take
any other actions reasonably requested by the Company or client(s), as applicable and
its affiliates to effectuate the transfer of such rights to the Company or client(s), as
applicable and its affiliates or otherwise achieve the objectives of this Clause. In the
event that the Company or client(s), as applicable is unable for any reason, after
reasonable effort, to secure the Linguist or its subcontractors signature on any
document needed to perfect the title of the Company or client(s), as applicable and its
affiliate on Intellectual Property Rights, the Linguist or its subcontractors hereby
irrevocably designates and appoints the Company or client(s), as applicable and its duly
authorized officers and agents as its agent and attorney in fact, to act for and in its
behalf to execute, file and verify such documents and to do all other lawfully permitted
acts with the same legal force and effect as if executed by the Linguist.
14.7 If the Linguist has any rights to Intellectual Property Rights that cannot be assigned to
the Company or client(s), as applicable or its affiliates, the Linguist hereby
unconditionally and irrevocably waives the enforcement of such rights and all claims
and causes of action of any kind against the Company or client(s), as applicable and its
affiliates with respect to such rights and grants to the Company or client(s), as
applicable and its affiliates, during the term of such rights, an exclusive, irrevocable,
perpetual, transferable, worldwide, fully paid and royalty free license to Intellectual
Property Rights.
14.8 On termination or expiration of this Agreement the Linguist will deliver to the
Company all Intellectual Property Rights, including any parts thereof completed up to
the date of termination and all copies. The Linguist shall procure that any of its
subcontractors unconditionally, irrevocably waives to the extent permissible under the
Applicable Law, all moral and author's rights and any other rights, or rights of a similar
nature under the laws of any jurisdiction in respect of the Intellectual Property Rights.
At the request of the Company, the Linguist, its subcontractors as applicable, will sign
such documents and do such things reasonably necessary in the opinion of the
Company to enable the Company or client(s), as applicable to obtain, defend and
enforce its Intellectual Property Rights.
14.9 In respect of any materials and the underlying intellectual property rights which were
created by the Linguist or its subcontractor prior to Agreement and which are provided
as a part of the deliverables / Services or the work product (“Pre-existing Materials”),
the Linguist hereby grants to the Company or client(s), as applicable and its affiliates a
fully paid up, irrevocable, perpetual, world-wide, royalty free license for the Company or
client(s), as applicable to use, copy, prepare derivative works of, or modify the Pre-
existing Materials, and to practice any process in connection therewith, in connection
with or in furtherance of their use of or access to the deliverables / Services or the
work product and with a right to sublicense, distribute or provide access to the same to
third parties. The Linguist shall ensure to have all consents required for the relevant
third party for all materials used by the Linguist and that all materials supplied in the
course of providing the Services, the intellectual property rights in which are vested in a
third party, ("Third-Party Materials") are clearly attributed and designated as Third-Party
Materials at the time of supply of Services, deliverables or the work product. All such
property shall be held at the Linguist's risk and shall be insured by the Linguist at its
expense. The provisions of this Clause shall survive the expiration or termination of this
Agreement.

15. AUDIT

15.1. The Linguist, hereby, agrees and undertakes to, throughout the term of this Agreement
and for a period of five (5) years thereafter, maintain adequate records, keep (and
where appropriate, procure and cause its permitted subcontractors to keep and
maintain) books of account, in accordance with industry standard accountancy
practice.

15.2. The Linguist shall grant access to and provide, to the Company, any information/
document/ item that the Company may reasonably require to audit and verify the
Linguist‟s compliance with the terms of this Agreement and/ or the Project(s).

16. DISPUTE RESOLUTION

16.1. All disputes or differences or questions arising between the Company and the Linguist
touching upon, relating to or arising from this Agreement or the terms of
interpretation thereof shall, at the first instance, be settled mutually by duly authorised
senior officers (or such other officers who are duly authorised) of both the Company
and the Linguist (and where the Linguist is an individual, then the Linguist himself)
within 30 (thirty) days of such disputes being notified.

16.2. If a dispute has not been resolved by the Parties within thirty (30) Business Days of the
dispute arising, a Party may give written notice to the other Party that they are in
dispute. At the expiration of thirty (30) Business Days from the date of service of the
notice, unless the dispute has otherwise settled, the dispute must be submitted to the
dispute resolution process as described herein below.

16.3. Any dispute which cannot be settled by negotiation between the Parties or their
representatives within the time period specified (or other period as agreed) will be
submitted to final and binding arbitration in Bangalore, Karnataka. The arbitration will
be conducted in accordance with the Arbitration and Conciliation Act, 1996.
16.4. Nothing in this clause will preclude a Party from taking immediate steps to seek injunctive
relief, specific performance and/or declaratory relief before the appropriate court
within Bangalore, Karnataka.
16.5. The Parties will hold confidential, unless otherwise required by Law or at the direction of
a court of competent jurisdiction, all information relating to the subject matter of the
dispute as disclosed during or for the purposes of dispute resolution. All information
disclosed during or for the purposes of the dispute resolution process is provided on a
“without prejudice” basis unless the Parties otherwise agree.

17. CONTACT DETAILS

17.1. The Company may be contacted on the following email address:


[email protected] or on contact details available on the Company
website.

18. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of
India.
Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction
of the courts exercising jurisdiction in Bangalore, Karnataka and any courts which
have jurisdiction to hear appeals from any of those courts and waives any right to
object to any proceedings being brought in those courts.

19. INDEMNITY

THE LINGUIST AGREES TO INDEMNIFY, DEFEND AND HOLD


HARMLESS THE COMPANY, ITS CLIENTS, DIRECTORS, EMPLOYEES,
AGENTS, REPRESENTATIVES, SUCCESSORS, ASSIGNS OR OTHER
PERSONS ACTING ON THE COMPANY‟S BEHALF AGAINST ANY AND
ALL CLAIMS, CHARGES, DEMANDS, EXPENSES, LIABILITY, LOSSES,
COSTS, SUITS, PROCEEDS, LEGAL FEES OR DAMAGES, MADE OR
ASSERTED AGAINST THE COMPANY, ON ACCOUNT OF ANY BREACH/
DEFAULT/ MISREPRESENTATION OF OBLIGATIONS, UNDERTAKINGS,
REPRESENTATIONS, WARRANTIES, RESPONSIBILITIES, AGREEMENTS,
COVENANTS OF THE LINGUIST, ITS EMPLOYEES, AGENTS,
REPRESENTATIVES, SUBCONTRACTORS OR OTHER PERSONS ACTING
ON THE LINGUIST‟S BEHALF, UNDER AND IN TERMS OF THIS
AGREEMENT.

The Linguist shall indemnify and hold harmless the Company and its affiliates
against any proceedings, loss or damage (including legal costs and expenses) arising in
respect of any claim or action by a third party that the use of the Linguist‟s materials
or Reverie materials (materials developed by the Linguist under this Agreement) by
Linguist as permitted under this Agreement infringes any intellectual property rights
of a third party.

20. REMEDIES

The Linguist acknowledges that any violation of the terms of this Agreement, would
cause irreparable harm and significant loss/ damage/ injury to the Company, the
degree whereof may be difficult to ascertain. Accordingly, the Linguist agrees and
acknowledges that the Company/ Parent Company shall also have the right to obtain
equitable relief, including an injunction or specific performance, as a remedy for any
breach of the terms of this Agreement, as well as the right to pursue any and all other
rights and remedies available at law or in equity for such a breach.

21. NO WARRANTY

The Company does not make any warranty, express/ implied or otherwise, regarding
the Confidential Information (including in relation to its accuracy or completeness).
The Company assumes no responsibility for any loss or damages or otherwise, which
may be suffered by the Linguist, its customers or any third parties on account of, or
arising from, the Confidential Information.

23. NO CONFLICT

Each Party represents and warrants that its actions with respect to this Agreement
do not conflict with any prior obligations to any third party. Each Party represents,
warrants and covenants that it has full and complete authority and authorization to
enter into this Agreement and consents to take (or cause to be taken) all acts
contemplated by this Agreement.

24. WAIVER

Any failure or delay on the part of the Company to exercise any power or right
conferred hereunder shall neither operate as a waiver thereof nor shall any single or
partial exercise of such right or power preclude any other or further exercise of such
right or power conferred hereunder.

25. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Company and the
Linguist with respect to the subject matter hereof, and supersedes all other prior
agreements and understandings, both written and verbal, between the Company and
the Linguist with respect to the subject matter hereof. No changes, amendments,
modifications or waiver of any of the terms and conditions hereof shall be valid,
unless reduced to writing and signed by duly the Parties hereto (respectively) or their
authorized representatives, as the case may be. This Agreement will be binding upon
and inure to the benefit of the Parties hereto, their respective successors, assigns, or
trustees as well as past, present and future officers, directors, employees, agents or
other representatives. However, any assignment of this Agreement by the Linguist,
without the prior written consent of the Company, shall be void.

26. LAWFUL USE


The Linguist acknowledges that the Confidential Information may be price-sensitive
information, the use whereof may be regulated or prohibited by applicable legislation
(including securities law relating to insider dealing and market abuse), and the Linguist
undertakes to not use any Confidential Information for any unlawful purpose or any
purpose other than the specific purpose for which such Confidential Information is
disclosed to the Linguist by the Company.

27. BRAND NAME AND LOGO


Linguist also agrees that it will not take any actions which will in any manner compromise with
the name, logo or any other Intellectual Property Rights of the Company. Linguist shall not
state or imply, either directly or indirectly, that the Company or any other member of the
sponsor, recommend group endorse or prefer the Linguist 's products or services. Linguist will
not use the Company‟s name or logo in the Linguist‟s business cards or letterhead. Nor will the
Linguist represent itself as the Company‟s employee, agent or partner unless agreed upon by
both the parties.

28. LIMITATION OF LIABILITY


In no event shall the Company be liable to the Linguist, its subcontractors, (whether in
contract, tort, including negligence) or otherwise for any increased costs or wasted expenditure,
loss of profits, business, contracts, or revenues, loss of operation time, loss of goodwill or
reputation of the Linguist, its subcontractors or any other person acting on their behalf, special,
indirect, incidental, punitive or consequential damage of any nature whatsoever or howsoever
arising directly or indirectly out of this Agreement.
In no event shall the Company and its affiliates be liable to the Linguist, its directors,
employees, subcontractors, agents, (whether in contract, tort, including negligence) for damages
exceeding the fees paid to the Linguist during the preceding three (3) months under the
transaction giving rise to the claim.

29. REPRESENTATIONS & WARRANTIES

29.1. Linguist represents and warrants:

▪ that it has all requisite power and authority to enter into and complete this
Agreement;
▪ that this Agreement is a valid and binding agreement of it, enforceable in accordance
with its terms;
▪ that the execution and performance of this Agreement by it does not, and the other
transactions contemplated by this Agreement does not, violate or conflict with or
result in a breach of or constitute a default under its constitution;
▪ that it has all necessary rights, licenses, permits and consents to enter into and to
perform this Agreement; that the use or other exploitation by the Linguist of the
other Party‟s materials, goods or services under this Agreement will not infringe the
rights of any third party (including Intellectual Property Rights and Moral Rights) or
breach of any law;
▪ that prior to the commencement date, it has advised in writing of any third-party
consents and licenses to third party software and materials which the Company must
obtain in order to complete their obligations under this Agreement;
▪ that it shall act towards the Company conscientiously and in good faith and not
allow its interests to conflict with the duties it owes to the Company under this
Agreement and the general law;
▪ that except as expressly authorized by the Company, it will not act in a way which
will incur any liabilities on behalf of the Company;
▪ that it shall exercise due diligence and all reasonable care and skill in the
performance of the Services and with the necessary skill and expertise, and in a
timely, workmanlike and efficient manner;
▪ that both parties are legally authorized to engage in business in its jurisdiction and
will provide the Company satisfactory evidence of such authority upon request;
▪ that it will provide independent and unbiased advice and services to the Company;
▪ that it will use its best endeavours to meet the timelines or timing requirements
imposed by the Company hereunder;
▪ that this Agreement is personal to the Linguist and the Linguist shall not assign,
subcontract or transfer or purport to assign or transfer this Agreement or its
obligations hereunder to any other person or entity without the prior written
consent of the Company.
29.2. The Linguist further covenants that he/she and subcontractors shall conform to the
Company standards which apply to this Agreement and will comply with all applicable the
Company policies.
29.3. Standards of Performance: The services shall be performed in a professional manner by
the Linguist with the requisite level of skills in the relevant area commensurate with the
requirements of the services as specified in the Agreement and applicable SOW.

30. FORCE MAJEURE

30.1 If any party fails to perform its obligations because of acts of God, inability to obtain
labour or materials (including necessary data) or reasonable substitutes for labour or materials
(including necessary data), governmental restrictions, governmental regulations, governmental
controls, judicial orders, enemy or hostile government action, civil commotion,
telecommunications failure (including, without limitation, Internet failures), fires,
pandemic/epidemic or other casualty or causes beyond the reasonable control of the party
obligated to perform, then that party‟s performance shall be excused provided that such party
notifies the other party as soon as practicable of the existence of such condition and uses its
best efforts to resume performance in an expeditious manner.

30.2 In the event of a Force Majeure the Linguist must immediately notify the Company if its
performance of its obligations under this Agreement is affected by a Force Majeure Event.

30.3 The Linguist will be relieved from performance of its obligations under this Agreement to
the extent that it is unable to so perform due to a Force Majeure Event provided that such
failure to perform could not have been prevented by reasonable precautions or could not have
been reasonably circumvented using alternative sources, workarounds or other means; and the
Linguist otherwise complies with its obligations under this clause.

30.4 Obligations on Party claiming Force Majeure. If the Linguist is prevented from
performing any of its obligations under this Agreement by a Force Majeure Event, it must:
▪ continue to perform all other unaffected obligations in accordance with this
Agreement;
▪ use best endeavours to continue to perform the affected obligations, whether by way
of a workaround or other methods agreed with the Company;
▪ use best endeavours to overcome the effects of the Force Majeure Event as soon as
possible; and
▪ notify the Company as soon as it is no longer affected by the Force Majeure Event.

30.5 No obligation to pay Fees. If the Linguist is unable to supply any Services in accordance
with this Agreement as a result of a Force Majeure Event, the Company has no obligation to
pay the Fees applicable to the affected Services until the Linguist supplies them in accordance
with this Agreement.

31. ASSIGNMENT
The Linguist shall not assign, transfer or novate this Agreement (in whole or part) or any other
right or obligation under it, whether by operation of law or otherwise, to any other person.

32. SEVERABILITY
If any part of this Agreement is found by a court of competent jurisdiction or other competent
authority to be invalid, unlawful, or unenforceable then such part shall be severed from the
remainder of this Agreement, which shall continue to be valid and enforceable to the extent
permitted by law.

33. COMPLIANCE WITH LAWS


Linguist warrants that it will ensure that it shall at all times in the performance of its obligations
under this Agreement comply, and must ensure the Services comply, with all applicable Laws.
The Linguist shall obtain and maintain any licenses, authorizations, consents, approvals and
permits as required by applicable laws to perform its obligations under this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by duly authorized


representatives of the Parties.

By: <<Freelancer/Agency Name>> By: Reverie Language Technologies Ltd

Name : A. Kamaraj Name :

Signature :
Signature :

Title : Mr. Title :

Date : 07.06.2023 Date :

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