Contract

THE COURT INTERPRETERS, LLC (“TCI”) and the Independent Contractor named above (“Contractor”) agree as follow:

1. Project Retention, Independent Contractor Status. TCI may refer Contractor to perform translation, interpretation or other language-related services on an as-needed, project-by-project basis (each a “Project”). For each Project, TCI will set forth the services to be performed and other terms. Contractor will not be obligated to accept any Project; acceptance by Contractor of a Project, however, shall constitute Contractor’s agreement to perform and complete such Project in accordance with this Agreement, as specified by any TCI-issued Services and Compensation (Exhibit A) or other document describing the Project.
   Contractor’s relationship with TCI is that of an independent contractor. Contractor shall determine the method, manner, and means of performing the services required and may accept projects from others, aside from TCI. Contractor shall be responsible for all expenses incurred in the performance of Contractor’s duties under this Agreement. Contractor acknowledges that Contractor is not an employee of TCI for state or federal tax purposes, for state unemployment insurance, workers’ compensation or other labor law purposes, or for any other purpose, and that no part of Contractor’s compensation will be subject to withholding by TCI. Contractor shall be solely responsible for all Contractor’s tax liabilities and returns to be filed with, or made to, any tax authority.
2. Performance. Contractor may not delegate any project without TCI’s express written consent. Contractor shall perform all services under this Agreement in a professional manner, in accordance with all Project specifications and commonly accepted industry standards, including dress, appearance, timeliness, completeness, accuracy, idiomatic usage and style. TCI reserves the right to require Contractor to correct any deficiencies in the work delivered at no additional charge and to withhold payment if the work does not meet accepted standards of professional quality and/or is delivered late and/or incomplete.
3. Certification. Contractor’s delivery to TCI of a translation constitutes a material representation that the translation is true, complete and accurate, and shall provide such signed certification.
4. Compensation.
   1. Terms and Conditions. TCI shall pay the Contractor in accordance with Exhibit A, fees and conditions of which shall be set by the Contractor.
   2. No Other Compensation. The compensation set out in Exhibit A will be the Contractor's sole compensation under this agreement.
   3. Taxes. The Contractor is solely responsible for the payment of all income, social security, employment-related, or other taxes incurred as a result of the performance of the Services by the Contractor under this agreement, and for all obligations, reports, and timely notifications relating to those taxes. TCI has no obligation to pay or withhold any sums for those taxes.
   4. Other Benefits. The Contractor has no claim against TCI under this agreement or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
5. Confidentiality. All information relating to each Project, including the existence, content and nature of the Project, the identity of TCI’s client for whom such Project is being performed, and the substance of any materials are all trade secrets of TCI. Contractor shall thus keep all such information in the strictest of confidence, and not copy, transfer or dispose of any such information without TCI’s written permission and shall not disclose it to any third party or use it for any purpose but to fulfill its obligations in this agreement. In addition, the Contractor shall use due care and diligence to prevent the unauthorized use or disclosure of such information.
6. Work Product and Work for Hire. Contractor acknowledges that Contractor’s work product for all services performed under this Agreement shall be a work for hire and shall belong to TCI, without any Contractor claim thereto.
7. Trade Secrets, Non-Solicitation and Non-Interference. The identity of, as well as any information associated with a TCI client is a trade secret of TCI. Contractor may thus not solicit or accept any business from any TCI client whose identity is disclosed to Contractor. Contractor may accept such work, however, if Contractor can demonstrate by documentary evidence that Contractor had performed work for such TCI client before TCI retained Contractor. If Contractor shall become aware of any business opportunity with a TCI client, Contractor shall promptly decline such opportunity and notify TCI of such opportunity.
   Contractor shall not communicate directly with any TCI client—unless authorized by TCI. If Contractor violates this provision, Contractor will be liable to TCI for 80% of any income Contractor receives as a result of the violation.
8. Compliance with Laws. Contractor represents that Contractor is in possession of all necessary business registrations or licenses or certifications required by state or local law for the performance of the services or conduct of Contractor’s business; that Contractor will adhere to all applicable laws, rules and regulations relating to such services or business, including all federal, state, and local tax returns.
9. Term and Termination. This Agreement shall continue for a period of five (5) years from the date hereof and shall automatically be extended for additional successive five (5) year terms, unless sooner terminated pursuant to the provisions of this Agreement. Either party may terminate this Agreement at any time for any reason upon thirty (30) days prior written notice to the other party. At TCI’s election, Contractor shall complete any Projects accepted by Contractor prior to termination. The rights and obligations of the parties shall survive termination of this Agreement. Contractor recognizes that a violation of the covenants and agreements in Paragraphs 5, 7, and 8 above will result in irreparable injury to TCI, which would not be fully compensable by way of money damages, and entitles TCI to injunctive relief.
10. Indemnification. Of TCI by Contractor. At all times after the effective date of this agreement, the Contractor shall indemnify TCI and its officers and successors, and assigns (collectively, the "TCI Indemnitees") from all damages, liabilities, expenses, claims, or judgments (including interest, penalties, reasonable attorneys' fees, accounting fees, and expert witness fees) (collectively, the "Claims") that any TCI Indemnitee may incur and that arise from:
    1. the Contractor's negligence or willful misconduct arising from the Contractor's carrying out of its obligations under this agreement;
    2. the Contractor's breach of any of its obligations or representations under this agreement.
11. Force majeure. A party will not be considered in breach of or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, pandemic or similar event beyond that party's reasonable control (each a "Force Majeure Event"). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:
    1. notify the other party of the Force Majeure Event and its impact on performance under this agreement; and
    2. use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.
12. Entire Agreement; No Waiver. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matters herein, and supersedes and replaces any prior agreements and understandings, whether oral or written with respect to such matters. Provisions of this Agreement may be waived, altered, amended or repealed only upon the written consent of both parties to this Agreement.
13. Severability. If for any reason any provision of this Agreement shall be determined to be invalid or inoperative,
    1. that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and
    2. the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.
14. Applicable Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of California, applicable to contracts between residents of California, entered into and to be performed entirely within California. The parties hereby agree to submit to the exclusive jurisdiction of the State and Federal Courts located in the City of Los Angeles, State of California for any disputes, claims, or causes of action arising out of, or in connection with this Agreement. The parties agree that, prior to the filing of any lawsuit, they will each make a good-faith attempt to resolve the dispute at a neutral site with a neutral third-party mediator.
    In the event mediation is unsuccessful, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles County, California. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
15. Notices. All notices, requests, demands, instructions or other communications required or permitted to be given under this Agreement shall be in writing and shall be effective upon delivery via electronic mail addressed to TCI at [email protected], and if to Contractor, to Contractor’s email address set forth above; or to such other address as either party may specify in writing.
16. Headings. Headings are for convenience only and not to be considered in interpreting this Agreement.
17. Counterparts; Electronic signatures.
    1. Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
    2. Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.