LOCALIZATION SERVICES AGREEMENT This Localization Services Agreement ("Agreement") is made effective as of Enter today's date here (“Effective Date”), by and between Enter your full name here a Individuals enter "<nationality> citizen", companies enter "<country> company/corporation", domiciled at Enter your full postal address here ("Contractor") and ZOO Digital Production LLC ("Company"), individually referred to as “Party” and collectively referred to as “Parties”. Contractor is competent in providing localization services in Enter your mother tongue here (“Languages”). Contractor is duly authorized to enter into this Agreement including the assignment of rights herein and has not and will not enter into any other agreement or take any action inconsistent with the terms hereof. Company is duly authorized to enter into this Agreement. Parties acknowledge that the promises made by Contractor and Company set forth below constitute full and adequate mutual consideration. Based on such mutual consideration, Parties agree as follows: 1. Services Parties are engaged in the business of localization, translation, adaptation, transcription and voice recording services ("Services"). Contractor will provide Services to Company in relation to one or more projects (“Projects”) that may be assigned by Company to Contractor. Contractor shall adhere to Company’s instructions for Services, including but not limited to style, format and layout of deliverables, use of software systems and submission deadlines set by Company. Company is the sole and exclusive owner of all results and proceeds of Contractor’s Services, all of which are deemed “works made-for-hire” for Company. The term "Localization" for the purposes of this Agreement means translation, voice recording or any other localization-related tasks such as transcription, adaptation, editing (revision and review), proofreading, etc., that require the skills of a language specialist. Where Services include translation of text, Contractor shall remain faithful to the original dialog/text and content of the materials being translated, without omissions, additions or other changes except as necessary to produce a translation that is idiomatic and faithful to the original material, consistent with industry best practice, and shall be responsible for ensuring the accuracy, readability and lucidity of the translated materials. Under no circumstances shall Contractor provide such Services solely through the application of machine translation software or systems. 2. Relationship between Parties Contractor serves as an independent contractor of Company in the performance of Contractor's Services under this Agreement. Nothing contained or implied in this Agreement creates a relationship of employer-employee between Company and Contractor nor does it create a joint venture, partnership, or similar relationship between Company and Contractor. Contractor is free from direction and control over the means and manner of providing the Services, subject only to the right of Company to specify the desired results. Version 3.0, 9 September 2014 CONFIDENTIAL Page 1 of 8 ZOO Localization Services Agreement Contractor understands and agrees that (a) Contractor must file all corporate and/or individual tax returns, as appropriate; (b) Company is not responsible for withholding any income or any other taxes with respect to Contractor's fees; and (c) Contractor has no claim against Company for any employee benefits of any kind. Contractor bears the full expenses of its operations. Company is not liable to Contractor for any expenses paid by Contractor, unless such expenses have been agreed in advance in writing. Any reference made in this Agreement to "in writing" includes e-mail and/or facsimile communications. 3. Compensation and Payment Company agrees to pay Contractor the fee(s) set forth in each Project assignment for Services (“Fee(s)”). Any Fee(s) agreed in advance between Contractor and Company become(s) binding only after Contractor has received and reviewed the source material and Company's instructions, and both parties have agreed in writing on the Project specifications. Supplementary charges may also be agreed in advance, for example those arising from: (a) inconsistent text, poorly legible copy, or complicated layout or presentation of source materials; and/or (b) priority work or work outside normal business hours. If any changes/revisions are made to the source materials or Project specifications at any time while the task is in progress, Contractor's Fee, charges, and terms of delivery may be adjusted by mutual agreement in writing. In the event a Project assignment is cancelled while the task is in progress, Contractor's Fee is payable for all work completed up to the notice of cancellation, provided such work is made available to Company. Payment in full will be made by Company to Contractor no later than 45 (forty five) days from receipt of invoice by the method of payment specified in writing between the Parties. If Contractor chooses to be paid by wire transfer, Paypal or other form of electronic payment, Company is not held liable for all receiving bank charges. In no event should payment to Contractor be contingent upon payment to Company by the party that commissioned the work 4. Delivery Any delivery date(s) agreed to in advance between Contractor and Company become(s) binding only after Contractor has received and reviewed the source material and Company's instructions, and both parties have agreed in writing on the Project specifications. Unless otherwise agreed, Company can reasonably expect to receive the assigned Project no later than the agreed-upon time and date of delivery of the Services. In the case where Contractor’s Services include voice recording, Contractor hereby authorizes Company to photograph and record (on film, tape or otherwise), Contractor’s performance, to edit same at Company’s discretion and to include it with the performance of others and with sound effects, special effects and music, to incorporate same into Project or other program or not, to use and to license others to use such recordings and photographs in any manner or media whatsoever, including without limitation unrestricted use for purposes of publicity, advertising and promotion, and to use Contractor’s name, likeness, voice, biographic or other information concerning Contractor in connection with the Projects, commercial tie-ups, merchandising, and for any other purposes. Contractor agrees that Company owns all rights and proceeds of Contractor’s Services rendered in connection with this Agreement. Version 3.0, 9 September 2014 CONFIDENTIAL Page 2 of 8 ZOO Localization Services Agreement 5. Quality Assurance Contractor understands and agrees that Company may, at Company's discretion, review and/or edit Contractor's work as part of Company's quality-assurance efforts. If in Company's substantiated opinion, Contractor has delivered substandard Services in relation to the Project specifications, Company must inform Contractor in writing within 5 business days of discovering defects and give Contractor reasonable time to bring the work up to the required standard; if this procedure is unsuccessful or if, for lack of time or otherwise, Company incurs extra expense in bringing the work up to the required standard, Company may be entitled to reduce the Fee payable to Contractor by the amount of such extra expense. 6. Assignment of Rights Having undertaken the commitment to render to Company the Services in relation to the production of one or more Projects in the Languages, Contractor declares that on the basis of said commitment and in consideration of the payment of the Fee in respect of each Project, which is a lump sum, one-time only complete buy-out payment (such payment to be considered as good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged), Contractor hereby expressly, irrevocably and exclusively assigns (with effect as from the moment of Contractor’s performance of any of the Services) to Company, its successors, assigns and licensees all of the following and below-detailed intellectual property, economic, exploitation and related rights in and to the results and proceeds of the Services in relation to each Project (collectively, the "Rights") throughout the universe in perpetuity, or for the maximum period allowable according to relevant law: 6.1. All rights of every kind and character, which rights have come or will come into existence from the version of each Project in the Languages including, but not limited to, those rights in and to the Localization of the script and related materials including, but not limited to, character names and expressions, the Translation/adaptation and/or lyrics (as the case may be) as well as the transformation of the Translation, adaptation and/or lyrics (as the case may be) expressly including, but not limited to, substitution, addition, adaptation, arrangement and any other transformation of the adaptation/the lyrics (as the case may be), Contractor’s name, photograph, likeness, voice (or a simulation thereof) and biography in connection therewith, which Company in its sole and absolute discretion may deem appropriate; and 6.2. All intellectual property rights including, but not limited to, all copyrights, neighboring rights and related rights, and their respective renewals and extensions; and 6.3. All economic and other exploitation rights including, but not limited to, the right not to exploit, the right of reproduction, distribution and communication to the public by means of sale, lease, loan or in any other manner, for public or private use; and 6.4. Without limiting the foregoing, the Rights shall include, but not be limited to, the use of the Localized version, in whole or in part, with or independent of visual and audio aspects, in all media, technologies and forms, tangible or intangible, now known or hereafter devised/utilized whether such media, technologies and/or forms are in current use or exist only in research or prototype stages or may be developed in the future (including, by way of example only, theatrical, nontheatrical, television (e.g., subscription, satellite, cable, on demand services, pay-per-view, HDTV, Ultra HD, free, pay), no matter what the mode of delivery or type, all forms of video and audio exploitation, live performances/shows and public presentations (e.g., stage shows, theme parks), all forms of consumer products and merchandising, computer products and uses (e.g., audio-visual media, CD-ROM, CD-I, DVD, Blu-ray and similar disc systems, internet, solid state devices, on-line services, Electronic Sell Through, streaming services, all interactive forms), commercial and non- Version 3.0, 9 September 2014 CONFIDENTIAL Page 3 of 8 ZOO Localization Services Agreement commercial uses, promotions and advertisements); and 6.5. All those other intellectual property, economic, exploitation and related rights dealing with the exploitation or use of the Services, except only any rights expressly considered by applicable law to be strictly non-transferable or non-assignable. In the event any Rights pertaining to the Services have not hereby been expressly and irrevocably assigned to Company, Contractor herewith grants a full, exclusive, royalty-free and perpetual license to Company to exercise the Rights as set forth hereinabove and to maintain and enforce those Rights visa-vis any third party. Contractor expressly waives any action, claim or demand regarding the Rights and/or this Assignment (including, without limitation, any such action, claim or demand concerning Contractor’s moral rights in and/or to the Services in whole or in part). 7. Indemnification Each Party hereby agrees to indemnify and hold harmless the other and such indemnified Party's subsidiaries, directors, officers, agents, and employees from and against all claims, liabilities, and expenses, including reasonable attorneys' fees, which may result from acts, omissions, or breach of this Agreement by the indemnifying Party, its subcontractors, employees, or agents. This provision shall survive the termination of this Agreement. Notwithstanding anything to the contrary, except in case of willful misconduct or gross negligence, Contractor's entire liability to Company for damages or other amounts arising out of or in connection with the Services provided by Contractor hereunder shall not exceed the total amount of payments made by Company to Contractor under this Agreement. 8. Confidentiality Company proposes to disclose certain of its confidential and proprietary information and those of its clients and other third parties (the “Confidential Information”) to Contractor. Confidential Information shall include all data, materials, videos, audio, scripts, spotting lists, subtitles, transcripts, closed captions, products, technology, computer programs, web services, specifications, manuals, software, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Contractor by Company. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Company to disclose any of its information. Contractor agrees that the Confidential Information is to be considered confidential and proprietary to its owners and Contractor shall hold the same in confidence, and shall not use the Confidential Information other than for the purposes of providing the Services to Company. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Company to any other party whatsoever except with the specific prior written authorization of Company. Confidential Information furnished in tangible form shall not be duplicated by Contractor except for the purposes of this Agreement. Upon the request of Company, Contractor shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request. At Company’s option, any documents or other media developed by the Contractor containing Confidential Information will be destroyed by Contractor. Contractor shall provide a written certificate to Company regarding destruction within ten (10) days thereafter. Version 3.0, 9 September 2014 CONFIDENTIAL Page 4 of 8 ZOO Localization Services Agreement Notwithstanding any other provision in this Agreement, Company has the right to immediately terminate this Agreement in the event of any breach of this provision. 9. Term This Agreement remains in effect for 2 years from the Effective Date and, unless terminated as set forth below, continues in effect for successive 2-year periods. Contractor understands and agrees that Company will be utilizing Contractor's Services only on an as-needed basis and at Company's discretion. Contractor may, without penalty, decline to accept any offered assignment from Company. 10. Termination Either Party may terminate this Agreement at any time upon 10 days' written notice sent to the other Party using the contact information provided in the Notices section below. In the event of such termination, the Parties agree to act in good faith toward one another during the notice period. In the event of termination of this Agreement, Contractor must provide Company, and Company must pay Contractor for, all Services performed through the date of termination; Company is not obligated to pay Contractor any other compensation, severance, or other benefit whatsoever. 11. Non-Exclusivity Company acknowledges that Contractor may perform services for other customers, persons, or companies during the term of this Agreement as Contractor sees fit, subject to the terms of this Agreement. 12. Choice of Law The laws of the State of California will govern the validity of this Agreement and the interpretation of the rights and duties of the Parties. 13. Non-Inducement/Non-Solicitation For the duration of this Agreement and for a period of 2 years immediately following its termination, Contractor must not: (a) induce, solicit, or recruit, or attempt to induce, solicit, or recruit, any of Company's employees to leave their employment or otherwise terminate their relationship with Company, or (b) solicit work from parties known to Contractor to have commissioned work from Company. In the event of a breach of this provision while the Agreement is in force, Company has the right to immediately terminate this Agreement. 14. Notices. Any notice required to be given or otherwise given pursuant to this Agreement shall be in writing and shall be hand delivered, mailed by certified mail, return receipt requested or sent by recognized overnight courier service as follows: If to Contractor: Enter your name here Enter your full postal address here If to Company: Version 3.0, 9 September 2014 CONFIDENTIAL Page 5 of 8 ZOO Localization Services Agreement ZOO Digital Production LLC 2201 Park Place Suite 100 El Segundo, CA 90245 15. Severability If any provision of this Agreement is held to be invalid or illegal, such invalidity or illegality does not invalidate the remainder of the Agreement. Instead, this Agreement is then construed as if it did not contain the illegal or invalid part, and the rights and obligations of the Parties are construed and enforced accordingly. 16. Modification or Amendment No amendment, change, or modification of this Agreement is valid unless in writing and signed by both Parties. 17. Entire Agreement This Agreement contains the complete agreement of the Parties and supersedes any and all other agreements between the Parties in relation to the Services and is retroactive to the earliest date of any prior agreement between the Parties in relation to the Services. By signing below, the Parties represent that neither is relying on any promise, guarantee, or other statement not contained in this Agreement. IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first above written. ZOO Digital Production LLC: Contractor: Signature Signature Name Enter your full name here Name Date Enter today's date Date Version 3.0, 9 September 2014 CONFIDENTIAL Page 6 of 8 ZOO Localization Services Agreement Appendix – Contractor Information First Name: Enter your given name(s) here Last Name: Enter your family name here Gender: Enter MALE or FEMALE here Date of Birth: Enter your date of birth here Address: Enter your street address here City: Enter your city here State / Country: Enter US state or country Postcode/zip: Enter your postcode here Home Phone: Enter your home phone number here Cell / Mobile: Enter your cell phone number here Email Address: Enter the email address to which all correspondence should be sent Tax Status Please tick the applicable box below and complete the corresponding tax form: Do you live and work in the US? Enter YES or NO If YES please complete a W-9 Form If NO please complete a W-8BEN Form Currency Please note all assignments are quoted in US dollars and invoices should be submitted in the same currency. If you wish to be paid in a different currency, please state it below: Currency in which to be paid: Enter your payment currency here, e.g. USD Payments To submit invoices to us you should use the ZOO Accounts Payable System (ZAPS) here: https://ap.zoodigital.com Please indicate how you wish to be paid: By check By bank transfer (please complete bank transfer details overleaf) By Paypal (please complete Paypal account details overleaf) Version 3.0, 9 September 2014 CONFIDENTIAL Page 7 of 8 ZOO Localization Services Agreement Bank Details If you wish to be paid via wire transfer, please complete the following section: Account Name: Enter bank account name here Bank Name: Enter name of your bank here Bank Address: Enter address of your bank here Account Number: Enter bank account number here IBAN / SWIFT #: Enter bank account reference numbers here Paypal If you wish to be paid by Paypal then please provide your account name below: Paypal Account Name: Enter Paypal account name here I acknowledge that all information noted above is true and in accordance with any applicable state and federal law. Enter your full name here Print Name Version 3.0, 9 September 2014 Signature CONFIDENTIAL Enter date here Date Page 8 of 8
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