7CL_Independent_Contractor_Agreement_-_TRANSLATORS_(7C_Lingo)

INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made this ___ day of ____________, 20__, by and between _________________________, an individual ("Contractor") and 7C Lingo, LLC, a Michigan limited liability company ("7C Lingo").

BACKGROUND RECITALS

A.7C Lingo is in the business of providing language translation and interpretation

services (the "Business").

B.Contractor is in the business of translating written and spoken materials from a

foreign language to English and from English to a foreign language.

C.Contractor provides his/her foreign language translation and interpretation

services on a freelance basis to various businesses that are unaffiliated with 7C

Lingo.

D.7C Lingo has not provided any formal training to Contractor in any foreign

languages or with respect to how to perform foreign language translation and

interpretation services.

E.The parties wish to set forth, with particularity, the terms and conditions that will

govern this contractual relationship.

NOW, THEREFORE, in consideration of the covenants and promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

1.Independent Contractor. Contractor agrees to provide foreign language translation services for 7C Lingo as an independent contractor and not as an employee. 7C Lingo shall from time to time provide a written assignment (the "Assignment") to Contractor which describes in sufficient detail the particular foreign language translation project and provide copies of any document(s) to be translated. The Assignment shall further specify the date for completing the particular foreign language translation project. Contractor shall submit the completed project to 7C Lingo by electronic communication, unless otherwise specified in the Assignment.

2.Term. This Agreement is effective the date first set forth above and shall continue for a period of one (1) year commencing January 1, _______ and terminating on December 31, ______. The term of this Agreement may be renewed for successive one (1) year terms at the sole election of 7C Lingo made in writing no less than thirty (30) days prior to the expiration of the original or any extended term of this Agreement. Notwithstanding the foregoing, either party may terminate this Agreement by notifying the other party, in writing, of

that party's election to terminate this Agreement; provided, however, any such notice of termination must be provided not less than fifteen (15) days prior to its effective date.

3.Independent Contractor Fee. 7C Lingo agrees to pay Contractor a fee for its services as shall be set forth in the Assignment (the "Fee"). 7C Lingo shall remit the Fee to Contractor within thirty (30) days following the date which Contractor submits a completed assignment in accordance with the Assignment. Contractor shall have no right to compensation based on the number of hours worked or any basis other than Fees earned.

4.Contractor Tools and Supplies; Place of Business. Contractor shall provide his/her own transportation and telephone or other communication facilities for purposes of performing translation and/or interpretation services for 7C Lingo. Contractor shall maintain contractor's own office or place of business, at his/her own expense, to provide the translation and/or interpretation services under this Agreement. Contractor shall also provide his/her own supplies necessary or advisable to perform his/her duties under this Agreement.

5.Performance of Duties. Consistent with Contractor's status as an independent contractor hereunder, it shall, subject to the requirements of Section 6 below, be left to the sole discretion of the Contractor as to what methods and means are to be utilized by the Contractor in connection with the performance of his/her designated duties hereunder. Contractor shall have no obligation to work any particular hours or any particular amount of hours and shall further have the right to refuse to undertake any assignment 7C Lingo sends to Contractor as Contractor, in Contractor's sole judgment, may wish to refuse.

6.Best Efforts. Contractor agrees that he/she shall devote his/her best effort, skill and ability in performance of his/her duties hereunder, devoting such time with reference to the performance of those duties as may be necessary to adequately and properly carry out the same in a competent and professional manner.

https://www.sodocs.net/doc/764480566.html,pliance with Applicable Laws. Contractor agrees to conduct his/her/its translation services in full compliance with all applicable laws, rules and regulations.

8.Contractor Representations. Contractor represents and warrants that he/she is proficient in the foreign language(s) identified on the attached Schedule 1. Contractor further represents and warrants that he/she holds the certifications and memberships in the accrediting associations identified on the attached Schedule 1 (collectively, the "Certifications") and that each such Certification is in good standing as of the date hereof and that Contractor will promptly advise 7C Lingo of all additions and deletions or changes in the status of any Certification. Contractor consents to 7C Lingo conducting such background checks on Contractor as 7C Lingo deems appropriate in its sole discretion.

9.Contractor to Perform All Assignments; No Use of Third Parties. Contractor agrees that he/she shall not use any other independent contractor, person or agent to perform Contractor's obligations under this Agreement.

10.Other Work. Each of Contractor and 7C Lingo retain the right to contract for similar services with other individuals and businesses without geographic restriction.

11.Confidentiality. Contractor acknowledges that certain of 7C Lingo's business information to which he has had access is confidential and proprietary. Contractor agrees and acknowledges that Contractor will at all times hold confidentially and not use, disclose to others or in any way exploit for the benefit of Contractor or for any purpose other than those stated herein, all Confidential Information of 7C Lingo, it affiliates and their customers, without 7C Lingo's prior written consent, which consent may be withheld. Further, 7C Lingo acknowledges and agrees that he has an affirmative, fiduciary obligation to protect all Confidential Information.

(a)"Confidential Information", unless otherwise agreed to in writing, includes all information or data first communicated by 7C Lingo to Contractor or first communicated by Contractor to 7C Lingo and relating to the Business activities of 7C Lingo, which communication may be in writing, orally, in computer format of any kind, including electronic, magnetic, optical or otherwise, by observation or other sensory detection, including without limitation, all documents and materials provided to Contractor in connection with any Assignment, know-how, patents, trade secrets, formulas, compilations, processes, business plans, test procedures, models, products, samples, prototypes, material safety sheets, accounting and financial information, reports or records, business practices and strategies, research and development, customer, vendor and supplier names, supplier and vendor orders, price guides, product pricing, sales, marketing and merchandise catalogs, design, engineering or other plans, drawings or blueprints, technical information, new product information, specifications, marketing information, scientific, commercial and other information, data or techniques considered by 7C Lingo to be confidential in nature.

(b)The obligation with regard to confidentiality and nonuse hereunder shall not extend to any Confidential Information which: (i) at the time of the disclosure, is properly in the public domain or thereafter properly becomes part of the public domain by publication or otherwise through no fault or act of Contractor; (ii) Contractor can conclusively establish was properly in Contractor's possession prior to the time of the disclosure to Contractor and was not acquired, directly or indirectly, from 7C Lingo; (iii) is independently made available to Contractor in good faith by a third party who has not directly or indirectly violated a confidential relationship with the 7C Lingo; or (iv) is required to be disclosed by legal process; provided, in each case, Contractor timely informs 7C Lingo and uses Contractor's best efforts to limit the disclosure and maintain confidentiality to the extent possible and permits 7C Lingo to attempt by appropriate legal means to limit such disclosure.

(c)Contractor agrees that all Confidential Information disclosed to Contractor by 7C Lingo shall remain after completion of each Assignment contemplated by this Agreement, the sole property of 7C Lingo, and Contractor shall not obtain a right of any kind, including patent, copyright, trademark or other proprietary right or license, to the Confidential Information so disclosed. Upon completion of each Assignment, Contractor will promptly, but in no event later than thirty (30) days from the date of completion of each Assignment, return to 7C Lingo all Confidential Information, without making or retaining copies. Upon termination hereof, all such Confidential Information shall be left with or returned to 7C Lingo.

12.Restriction on Competition. Contractor agrees that during the term of this Agreement and for a period of two (2) years following the date of termination of this Agreement, Contractor shall not directly or indirectly engage or compete (individually or as an employee,

independent contractor, as an agent of, or on behalf of, or in conjunction with, any person, firm, corporation, limited liability company, partnership or other business, entity, or as a partner of any partnership, or as a member of any limited liability company, or as a shareholder of any corporation or entity) with or interfere with any relationships of 7C Lingo and its customers, clients or employees.

13.Non-Solicitation. Contractor agrees that during the term of this Agreement and for a period of two (2) years following the date of termination of this Agreement, it will not directly or indirectly for Contractor's account or benefit, whether by itself or as an associate, partner, member, manager, agent, owner, investor in the capital stock of any corporation, limited liability corporation or partnership, creditor, advisor, sales representative, operator or otherwise, or by means of any corporate or other device, solicit for any purpose, the clients, customers, or vendors of 7C Lingo, including the employees and agents of such clients, customers or vendors entice away or employ or solicit for employment any current or former employee of 7C Lingo without the express written consent of 7C Lingo.

14.Independent Contractor Status. In the performance of the services to be rendered by Contractor pursuant to this Agreement, Contractor shall be and at all times is acting and performing as an independent contractor. Nothing contained in this Agreement is intended to establish an employer-employee, master-servant or any agency relationship between 7C Lingo and Contractor. Contractor acknowledges that he/she is not entitled to participate in any benefits provided by 7C Lingo or by its affiliates to its employees, including, without limitation, sickness or health insurance, dental insurance, unemployment benefits, workers' compensation benefits, vacation benefits, pension benefits or compensation for overtime, holidays, sick days or vacation days. In further recognition of this status, Contractor acknowledges that he/she shall be solely responsible for the payment of all taxes arising out of the Fee payments he/she receives pursuant to the terms of this Agreement including, but not limited to, all federal, state and local income taxes and self-employment taxes; and, in connection therewith, Contractor shall be responsible for filing all necessary documents, forms and returns pertaining to the accurate and timely reporting and payment of all such taxes on its own behalf.

15.Indemnification. Contractor agrees to indemnify and hold harmless 7C Lingo, its members, managers, officers, agents and employees from and against any and all claims, costs, actual attorneys' fees, actions, causes of action, losses, damages or expenses resulting from a final and binding determination from any legally constituted authority that Contractor's services under this Agreement are being performed as an employee of 7C Lingo or any of its affiliates rather than as an independent contractor and, as a result, 7C Lingo has payroll withholding obligations with respect to the Fees to be paid to Contractor under this Agreement. Contractor further agrees to indemnify 7C Lingo, its members, managers, officers, agents and employees from and against any and all claims, costs, actual attorneys' fees, actions, causes of action, losses, damages or expenses resulting from, or arising out of, any breach of this Agreement by Contractor or any negligence or other misconduct on the part of Contractor in connection with the performance of Contractor's services with respect to any Assignment.

16.Miscellaneous.

(a)Notices. Notice from one party to any other party relating to this agreement is effective if made in writing (including telecommunications) and delivered to the recipient's address, fax number or e-mail address set forth below by any of the following means: (i) hand delivery; (ii) registered or certified mail, postage prepaid, with return receipt requested, (iii) first-class or express mail, postage prepaid; (iv) Federal Express, UPS, Purolator Courier or like overnight courier service; or (v) fax or e-mail with request for assurance of receipt in a manner typical with respect to communications of that type. Notice made in accordance with this section will be deemed delivered on receipt if by hand, fax, or e-mail, on the third business day after mailing if mailed by registered, first class, or certified mail, or on the next business day after mailing or deposit with an overnight courier service if delivered by express mail or overnight courier:

If to 7C Lingo:

7C Lingo, LLC

416 N. Homer, Suite 105

Lansing, Michigan 48912

Attn: Fathy Shetiah

Facsimile: __________________

E-Mail: fathy@https://www.sodocs.net/doc/764480566.html,

If to Contractor:

Facsimile:

E-Mail: _______________________

(b)Waiver. No waiver by either party of any breach or non-performance of any provision or obligation of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision of this Agreement.

(c)Entire Agreement. This Agreement constitutes the entire agreement between 7C Lingo and the Contractor pertaining to the subject matter contained within it, and supersedes all prior or contemporaneous agreements, representations, and understandings of each of the parties.

(d)Amendment. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties with such writings specifically referencing this Agreement.

(e)Assignment; Binding Effect. Contractor may not assign his/her rights and/or obligations under this Agreement without the prior written consent of 7C Lingo. The terms, covenants, conditions and obligations set forth in this Agreement shall be binding upon and shall inure to the benefit of the heirs, successors, administrators, and/or assigns of the parties to this Agreement.

(f)Terms. Nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the person or persons, firm, trust, entity, or corporation may in the context require.

(g)Section Headings. The Section headings contained in this Agreement have been inserted only as a matter of convenience and for reference and in no way shall be construed to define, limit or describe the scope or intent of any provision of this Agreement.

(h)Counterparts. This Agreement may be executed in any number of identical counterparts, any or all of which may contain the signatures of fewer than all the parties and all of which shall be construed together as a single instrument.

(i)Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Michigan, without regard to its conflict-of-laws principles. All actions against a party arising under or relating to this Agreement shall be brought against such party exclusively in the appropriate court in the County of Ingham, State of Michigan. Each of the parties hereto agree to submit to personal jurisdiction in the County of Ingham, State of Michigan.

(j)Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be invalid or unenforceable, this Agreement shall continue in full force and effect without the provision

IN WITNESS WHEREOF, the parties have made and executed this Agreement on the date first set forth above.

CONTRACTOR7C LINGO, LLC, a Michigan

limited liability company.

By: _____________________________ By:

_____________________________

Its:

SCHEDULE 1

LIST OF FOREIGN LANGUAGES; CERTIFICATIONS

Foreign Languages:

1._______________________________

2._______________________________

3._______________________________

4._______________________________

5._______________________________

Certifications:

1._______________________________

2._______________________________

3._______________________________

4._______________________________

5._______________________________

Updated Through: ___________, 20__