This agreement, between SOS CHAT (hereinafter "SOS CHAT"), and THE CHAT TRANSLATOR (hereinafter "Independent Contractor" - "IC"), defines the respective rights, duties and obligations of the aforementioned parties in connection with any and all chat translation services performed by IC on behalf of one or more of the clients of SOS CHAT, whether or not such services are performed at the best of SOS CHAT.
WHEREAS, SOS CHAT is in the business of providing chat translation services to individuals, business entities, and governmental agencies; and
WHEREAS, THE CHAT TRANSLATOR is a qualified language instructor / Chat Translator / translator who wishes to undertake assignments in his/her specialty area(s) as an IC for SOS CHAT;
NOW, THEREFORE, the parties agree as follows:
1. GENERAL
IC understands and agrees that SOS CHAT will be utilizing his/her services only on an as-needed basis, based solely upon the demand of SOS CHAT's clients for SOS CHAT's services. Thus, SOS CHAT cannot guarantee any minimum amount of work. However connected to THE SOS CHAT SYSTEM you will get all Chat Translator requests offered in your language combination which you have specified in SOS CHAT ONLINE SYSTEM. Moreover, it is possible that there will be no demand whatsoever by SOS CHAT's clients for IC's language specialty during any specified period of time, and it is also possible that such demand as there is may not be sufficient to warrant SOS CHAT's contacting IC. In view of the foregoing, IC may, without penalty, decline to accept any offered Chat request from SOS CHAT.
2. PROCEDURE
When SOS CHAT receives a request for chat translation services from one of its clients requiring IC's language specialty, and wishes to engage IC's services, SOS CHAT System will establish the chat and Chat Translator can accept or decline the call. By signing up through the online system of SOS CHAT the Chat Translator automatically accept this confidential agreement and is legally binding for every established chat request made. He/she agrees to accept compensation in the manner and amount agreed in advance (specified in our online system), and hereby further agrees to adhere fully to all internal SOS CHAT procedures, including quality control procedures, set forth in the Business Unit's SOP, as well as to all other terms and conditions outlined therein.
3. IC QUALIFICATIONS
SOS CHAT carefully selects and screens the persons to whom it gives consideration for service as SOS CHAT IC.
4. INTERNAL SOS CHAT PROCEDURES
IC agrees to adhere to all procedures outlined in the specific software SOS CHAT ONLINE SYSTEM. In particular, IC agrees to submit chat translations and payment per chat translation by the end of the month according to the system SOS CHAT ONLINE SYSTEM where all overview of chat translation jobs are shown. With regard to the maintenance of quality control by SOS CHAT, IC further agrees that he/she will submit to procedures outlined in SOS CHAT ONLINE SYSTEM. Adherence by IC to the foregoing SOS CHAT internal procedures, including quality control procedures, is a material provision of this agreement. Because adherence to SOS CHAT's internal procedures is an integral part of IC's responsibilities, such adherence is not separately compensated or paid for by SOS CHAT, but is rather hereby expressly included in the SOS CHAT IC compensation set forth in Paragraph 5, below.
5. PRICE
All registered Chat Translators receive an price per minute according to the SOS CHAT ONLINE SYSTEM system and specified in the SOS CHAT ONLINE SYSTEM system In turn, SOS CHAT pays its IC mentioned in the SOS CHAT ONLINE SYSTEM which IC receives, all Chat Translator jobs done in the month cummulated together in the first week of the next month.
6. PAYMENT
SOS CHAT agrees to pay IC his/her invoice in Euro's always in the first week of every month.
7. PROHIBITION AGAINST IC RECEIPT OF ANY MONIES FROM SOS CHAT'S CLIENTS
IC hereby expressly agrees that he/she will receive no monies whatsoever, whether in his or her own name or in the name of or on behalf of SOS CHAT, from SOS CHAT's client(s). All deposits, payments and other remittances in connection with SOS CHAT translation services are to be made directly to SOS CHAT. Strict adherence to this provision is a material condition of this agreement, and any failure to observe this condition shall constitute a material breach of this agreement by IC. In the event of any such breach SOS CHAT shall have the right to immediately terminate this agreement, and to pursue such other legal remedies against IC as may be available.
8. PROHIBITION AGAINST DIRECT OR INDIRECT SOLICITATION OF SOS CHAT'S CLIENTS
It is a material provision of this agreement that IC hereby agrees not to directly solicit any of SOS CHAT's clients (expressly including those SOS CHAT clients or their employees for whom IC is providing or has provided chat translation services for SOS CHAT), for a period of one (1) year from the last day of the IC's work for said SOS CHAT client on SOS CHAT's behalf. Any direct or indirect solicitation of SOS CHAT's clients by IC shall constitute a material breach of this agreement, grounds for immediate termination of said IC by SOS CHAT, and grounds for legal action by SOS CHAT against IC.
9. PROHIBITION AGAINST ACCEPTING A POSITION FROM SOS CHAT'S CLIENTS
It is a material provision of this agreement that IC hereby agrees not to accept a position in any capacity -- i.e. --from any of SOS CHAT's clients for a period of one (1) year from the last day of the IC's work for said SOS CHAT client on SOS CHAT's behalf. As used herein, "SOS CHAT's Clients" includes those SOS CHAT clients or their employees for whom IC may have been or may be providing chat translation services under the auspices of SOS CHAT. Any violation of this provision shall constitute a material breach of this agreement, and shall entitle SOS CHAT to liquidated damages from IC in the amount of One Thousand Euro (1,000.00), as well as the right to seek and obtain injunctive relief against IC, all legal and other expenses of SOS CHAT for which shall be borne by IC.
10. TERMINATION
This agreement is terminable at will, by either party, with or without cause, and with or without notice of any kind. In particular, IC hereby acknowledges his/her understanding that his/her continued engagement by SOS CHAT is dependent upon both SOS CHAT's, and SOS CHAT's client's continuing satisfaction with his/her performance. Thus, IC is subject to termination as noted above in the event of dissatisfaction with his/her performance by SOS CHAT, or SOS CHAT's client, entirely without regard to whether or not such dissatisfaction is objectively warranted. N.B. In the event of termination by either party for any reason, Paragraphs 7, 8 and 9 of this Agreement shall remain in full force and effect, and binding upon IC, for a period of one year following the effective date of termination.
11. PAYMENT FOLLOWING TERMINATION
IC shall receive the agreed upon amount for all services rendered satisfactorily prior to the time of termination. Conversely, regardless of whether or not there was cause or notice for termination, IC shall not be entitled to any compensation, or other form of consideration of any kind, beyond payment for work actually performed satisfactorily on behalf of SOS CHAT pursuant to this agreement.
12. CONFIDENTIALITY
It is a material condition of this agreement that IC shall maintain strict confidentiality concerning the names of SOS CHAT's clients, the names of SOS CHAT's clients' clients, SOS CHAT's policies and procedures, and any information obtained during the performance of an assignment for SOS CHAT. Any failure by IC to comply with this provision shall be grounds for immediate termination.
13. NON-EXCLUSIVITY
Recognizing that SOS CHAT may not ever, or may only on an occasional basis, have an assignment to offer to IC, IC shall have the right to accept assignments from other companies; provided however, that IC nevertheless shall remain obligated to adhere to the provisions of this agreement concerning confidentiality and direct solicitation of SOS CHAT's clients.
