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
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.
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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
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.
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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-
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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
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.
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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
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
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:
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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
16. Modification or Amendment
No amendment, change, or modification of this Agreement is valid unless in writing and signed by both
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
ZOO Digital Production LLC:
Enter your full name here
Enter today's date
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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
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
To submit invoices to us you should use the ZOO Accounts Payable System (ZAPS) here:
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)
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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
Enter bank account reference numbers here
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
Enter date here
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