1. Project Retention. A-docs may retain Translator to perform translation, interpretation or other language related services on an as-needed, project-by-project basis (each a “Project”). For each Project offered to Translator, A-docs shall set forth the services to be performed, deadlines and other terms applicable to such Project. Translator shall not be obligated to accept any Project; however, acceptance by Translator of a Project shall constitute Translator’s agreement to perform and complete such Project.

2. Performance. All communications by Translator shall be with A-docs and Translator shall not communicate directly with any A-docs client, unless authorized by A-docs. Translator may not subcontract or otherwise delegate any of Translator’s obligations, unless Translator obtains A-docs’s express written consent thereto in each instance separately obtained. Translator shall perform all services in a professional manner, in accordance with all Project specifications and commonly accepted industry standards for completeness, timeliness, accuracy, idiomatic usage and style. A-docs reserves the right to require Translator 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. For each translation Project, delivery by Translator to A-docs of a translation shall be deemed to constitute Translator’s certification that such translation is a true, complete and accurate translation of the materials from the source language to the target language; and shall be deemed Translator’s authorization to A-docs to make such certification on Translator’s behalf, to the A-docs’s client(s)for whom the work was performed.

4. Confidentiality. Translator shall keep in the strictest of confidence all information relating to each Project, including the existence and nature of the Project, the identity of A-docs’s client for whom such Project is being performed and the substance of all materials delivered to Translator. Translator agrees not to copy, reproduce, transfer or otherwise dispose of any such information.

5. Work Product and Work for Hire. Translator acknowledges that Translator’s work product for all services performed shall be work for hire and shall belong to A-docs and/or A-docs’s clients and that Translator shall have no claim thereto.

6. Compliance with Laws. Translator represents that Translator is in possession of all necessary business registrations or licenses required by state or local law for the performance of the services or conduct of Translator’s business; that Translator will adhere to all applicable laws, rules and regulations relating to such services or business, including the filing all federal, state, and local tax returns.

7. Independent Translator Status. Translator’s relationship with A-docs is that of an independent Translator. Translator shall determine the method, manner, and means of performing the services and may accept projects for others, aside from A-docs. Translator shall be responsible for all expenses incurred by Translator in the performance of Translator’s duties. Translator acknowledges that Translator is not an employee of A-docs 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 Translator’s compensation will be subject to withholding by A-docs. Translator shall be solely responsible for, and will file, on a timely basis, all tax returns and make all payments required to be filed with, or made to, any federal, state or local tax authority.