Vendor Service Agreement Translations Singapore Translation Services Professional Interpreters Transcription Services

Copyright 2010 ELITE Translations Asia Pte. Ltd. (Company Registration No.: 200811981E)

VENDOR SERVICE AGREEMENT BETWEEN ELITE ASIA AND VENDORS

Upon acceptance of our official Purchase Order and commencement on the project assigned by Elite Translations Asia Pte. Ltd OR Elite Interpreters Asia Pte. Ltd OR Elite Translations Asia (M) Sdn Bhd OR Elite Interpreters Asia (HK) Pte. Ltd OR Elite Linguistic Network (hereinafter known as "ELITE Asia") to YOU (hereinafter known as the "Vendor"), you agreed to deliver the required services stated in the Purchase Order under the terms set forth.


WHEREAS

WHEREAS, the Vendor has or will obtain valuable experience and knowledge with respect to the affairs of ELITE Asia;


WHEREAS, the Vendor realizes that ELITE Asia has made a substantial investment in time and money in developing business and customer relationships, and that it is a legitimate business interest of ELITE Asia to protect that investment and to retain its contracts with the good will of its customers, and the Vendor further realizes that he is engaged in a position of much trust and responsibility by ELITE Asia;


WHEREAS, the Vendor is willing to agree to the terms and conditions hereinafter set forth;


NOW, THEREFORE, in consideration of the Vendor's continued association with ELITE Asia and pursuant to the terms and conditions hereinafter set forth, and in further consideration of their mutual covenants herein contained, the parties hereto agree as follows:


1. ENGAGEMENT & DUTIES

ELITE Asia agrees to engage the Vendor and the Vendor accepts his service engagement as a Freelance Vendor subject to the terms and conditions hereinafter set forth. The Vendor's duties shall be those currently being performed by him for ELITE Asia and any other related duties as may be determined and assigned to the Vendor from time to time hereafter by ELITE Asia.


2. EXTENT OF SERVICES.

The Vendor shall devote his time, attention and energies to the accepted assignments from ELITE Asia and shall duly discharge fully the services mutually agreed upon by both parties without delay or compromise to the quality of the accepted assignments, but this shall not be construed as preventing the Vendor from accepting other assignments from other companies, businesses, agencies or individuals. Additionally, the Vendor agrees;


It is the sole responsibility of the Vendor; being the recipient of such Purchase Order to ensure that the work performed is free of errors and omissions.


The process of translation, editing and/or proofreading, interpretation, equipment rentals, typesetting, training/course trainers appointments or other description as listed above must include, but not be limited to: checking completeness, correcting spelling, ensuring consistency and accuracy and demonstrating expertise in the subject matter.


With regards to appointment of the Vendor as the trainer of a series of courses provided by ELITE Asia, it is the sole responsibility of the Vendor; being the recipient of such appointments to ensure that the course is conducted according but not limited to the content, duration, code of conduct, agreed rate, required quality of the course and others as described in the Purchase Order issued in such appointment.


If the Vendor have any problems in meeting any of the terms of the work performed, the Vendor required to inform ELITE Asia at least one day prior to the deadline to request for an extension.


3. REMUNERATION OF SERVICES

In consideration for the services to be performed by the Vendor, the Vendor agrees to the following as listed hereunder.


ELITE Asia will pay the agreed cost of the assignment indicated in an official Purchase Order issued by an authorized Project Manager UNLESS any of the terms of the work performed, as indicated by the deadline, output format, languages or the Project Manager's instructions have not been met by the Vendor.


ELITE Asia is not obligated to and will not pay the agreed cost of this job if it determines that the Vendor failed to perform the work requested in a manner that meets requirements as described in the issued Purchase Order. In such cases, the payment will be adjusted (reduced) to account for costs incurred in meeting the needs of Elite Asia's end client as per the instructions in the issued Purchase Order.


ELITE Asia is not obligated to and will not pay any bills/invoices issued to it without proof of an official Purchase Order issued by ELITE Asia's authorized personnel.


All word counts calculated are based upon the source language, with the exception of non-Roman character languages or when it is noted on the Purchase Order that the target word count is to be used.

ELITE Asia reserves the right to change the requirement of an issued order by cancelling it and re-issuing a new order within one working day.


That any amount listed in the QUANTITY field of an official issued Purchase Order is a non-binding, non-exact estimation of work and is not to be used for billing/invoicing purposes. Payment will be based on the final delivered QUANTITY unless both parties agree upon a minimum charge prior the issuance of the Purchase Order.


ELITE Asia reserves the right to cancel an issued Purchase Order in writing without compensation within one working day from the issued date of its Purchase Orders.


Payments will be disbursed between the 20th to 25th day of each month and we will make every attempt to remit payment within that time. However, ELITE Asia is not subjected to any fees, such as those related to bank charges, late payment penalties or interest charges unless otherwise approved by ELITE Asia's management.


Projects with Purchase Orders issued in the current month will be paid on the following month. Likewise, payment made in the current month is for Purchase Orders issued in the previous month.


ELITE Asia's preferred payment method is via PayPal followed by the secondary choice of Skrill (MoneyBookers). Henceforth, there will be strictly no remittance payment unless Independent Associates agree to bear the full bank charges incurred by remittance.


ELITE Asia will withhold payment paid that is less than US$100.00 in monthly value unless otherwise approved by ELITE Asia's management.


4. CONFIDENTIAL INFORMATION.

Vendor agrees not to divulge, disclose, or communicate to any person, firm, or corporation at any time, during or after service engagement, in any fashion, form or manner, either directly or indirectly, any information of any kind, nature, or description concerning any matters affecting or relating to the business of Agency or Vendor's service engagement with Agency which specifically includes any matter whatsoever concerning Elite Bilingual Services, its subsidiaries, divisions or affiliated companies (collectively referred to hereafter as "Confidential Information") . The parties agree that Confidential Information includes, without limiting the generality of the foregoing, the name of any customers of Agency, the prices it obtains or has obtained or at which it sells or has sold its products or services, research, development, inventing, accounting, computer hardware configuration, computer software, source code, manufacturing, engineering, merchandising, equipment, or any other information of, about, or concerning the business of Agency or the business of customers of Agency, its manner of operation, its plans, processes, or other data of any kind, nature, or description, without regard to whether any or all of the foregoing matters would be deemed confidential, material, or important. The parties agree that the above matters are important, material, and confidential and gravely affect the effective and successful conduct of the business of ELITE Asia, and its goodwill, and that any breach of the terms of this paragraph is a material breach hereof. This Agreement shall not be deemed to prevent Vendor from disclosing Confidential Information if all of the following circumstances exist:


(1) Such disclosure is necessary to the business of Agency and to the performance of the duties of Vendor;

(2) Such disclosure does not involve trade secrets or other theretofore undisclosed matters; and

(3) Vendor makes such disclosure in circumstances and in a manner reasonably calculated to benefit Agency and not Vendor or actual or potential competitors of Agency.


5. RETURN OF CONFIDENTIAL INFORMATION.

Upon termination or completion of assignments of the Vendor's service engagement, all documents, art or office supplies, records, computer hard drive, diskettes, or tape, notebooks and similar repositories of or containing Confidential Information, including copies thereof, then in the Vendor's possession, whether prepared by him or others, will be left with ELITE Asia. In the event of a breach or threatened breach by the Vendor of the provisions of this Section 4, ELITE Asia shall be entitled to an injunction restraining the Vendor from disclosing, in whole or in part, the Confidential Information, or from rendering any services to any person, firm, corporation, association or other entity to whom Confidential Information, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein shall be construed as prohibiting ELITE Asia from pursuing any other remedies available to ELITE Asia for such breach or threatened breach, including the recovery of damages from the Vendor.


6. NONSOLICITATION OF CUSTOMERS.

The Vendor agrees to refrain, during his service engagement and for a period of one (1) year following his termination or completion of an assigned assignment, from soliciting or accepting, or attempting to solicit or accept, directly or by assisting others, any business from any of ELITE Asia's customers, including actively sought prospective customers, with whom the Vendor had material contact during his service engagement for purposes of providing products or services that are competitive with those provided by ELITE Asia's business.


7. NONSOLICITATION OF VENDORS.

The Vendor agrees to refrain, during his service engagement and for one (1) year following his termination or completion of an assigned assignment, from recruiting or hiring, or attempting to recruit or hire, directly or by assisting other, any other Vendor of ELITE Asia or its affiliates.


8. TOLLING.

The Vendor's breach of Sections 5 or 6 of this Agreement shall automatically toll and suspend the period so stated in Sections 5 or 6 for the amount of time that the violation continues.


9. TERMINATION OF SERVICE ENGAGEMENT.

The Vendor is engaged at will and may be terminated by ELITE Asia at any time, with or without cause and without prior notification unless specifically provided otherwise in writing.


10. SEVERABILITY AND INTERPRETATION.

In the event that any provision of this Agreement is held invalid by a court of competent jurisdiction, the remaining provisions shall nonetheless by enforceable according to their terms. Further, in the event that any provision are held to be overbroad as written, such provisions shall be deemed amendable to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforceable as amended.


MISCELLANEOUS.

A. Section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this agreement. All terms and words used herein shall be construed to include the number and gender as the context of this Agreement may require.


B. This agreement may be executed in any number of counterparts, each of which shall be deemed an original part, all of which together shall constitute one and the same instrument.


C. This agreement sets forth the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes all prior agreements, arrangements, and understandings relating to the subject matter, including any prior agreements between ELITE Asia and the Vendor.


D. No representation, promise, inducement or statement of intention has been made by ELITE Asia or the Vendor which is not embodied in this agreement.


E. This agreement may be amended, modified, superseded or canceled, and any of the terms, provisions and conditions hereof may be waived, only by a written instrument executed by ELITE Asia and the Vendor. The failure of any party at any time or times to require performance of any provision herein shall not be construed to be a waiver of any succeeding breach of such provision by such party.


F. This agreement shall be interpreted and construed pursuant to the laws of the Republic of Singapore. Any provisions in conflict with the laws of the Republic of Singapore shall be deemed void and the parties shall be bound by the remaining provisions.


G. The Vendor agrees that the provisions of this agreement shall be binding on his heirs, assigns, executors, administrators, and other legal representatives.

 
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