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Language Line
<br />Services, Inc.
<br />Master Service Agreement
<br />interpretation of this Agreement, will be governed by California law relating to contracts made in the
<br />State of California and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply.
<br />(e) BINDING EFFECT, This Agreement shall be binding upon the Parties hereto, their successors, or
<br />assigns, and upon any and all others acting by or through them, or in privity with them, or under their
<br />direction.
<br />(f) CONSTRUCTION. This Agreement is deemed to have been drafted jointly by the Parties. Any
<br />uncertainty or ambiguity shall not be construed against either Party based on the attribution of drafting
<br />by either Party.
<br />(g) COUNTERPARTS; HEADINGS. This Agreement may be executed in counterparts and as so executed
<br />shall constitute one agreement, binding on all Parties. The Headings have no substantive effect and
<br />are used merely for convenience.
<br />(h) FORCE MAJEURE. A Party is not liable under this Agreement for non-performance or delayed or
<br />interrupted performance caused by events or conditions beyond that Party's control if the Party makes
<br />reasonable efforts to perform. This provision does not relieve Customer of its obligation to make all
<br />payments when due.
<br />(i) NOTICES. All notices to be given under this Agreement must be in writing and addressed as follows:
<br />(a) to LanguageLine at One Lower Ragsdale Drive, Bldg. 2, Monterey, CA 94930 Attn: Contract
<br />Administration, or by e-mail to CustomerCare@languageline.com with a copy to
<br />Contracts@languageline.com, and (b) to Customer at the most current address or e-mail provided by
<br />Customer to LanguageLine. Any notices sent by overnight courier (such as Fed Ex, DHL, USPS, etc.),
<br />or by first class mail, postage prepaid, is effective upon deposit with the post office or the overnight
<br />courier and any notice sent by e-mail shall be effective on the date the e-mail is sent except that any
<br />e-mail sent on a weekend or holiday shall be effective on the next business day.
<br />(j) COMPLIANCE. Language Line Services, Inc. is an equal opportunity employer and federal contractor.
<br />Consequently, as and if applicable, the Parties will abide by the requirements of Title 41 of the United
<br />States Code of Federal Regulations (CFR) §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a), which are
<br />incorporated herein by reference. These regulations prohibit discrimination against qualified individuals
<br />based on their status as protected veterans or individuals with disabilities and prohibit discrimination
<br />against all individuals based on their race, color, creed, sex, sexual orientation, gender identity, or
<br />national origin. These regulations require that covered prime contractors and subcontractors take
<br />affirmative action to employ and advance in employment individuals without regard to race, color,
<br />religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.
<br />If and as applicable, the Parties will abide by the requirements of Executive Order 13496 (29 CFR Part
<br />471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.
<br />14. ENTIRE AGREEMENT. This Agreement, including all addenda, Schedules and Statements of Work,
<br />constitute the Parties' entire agreement relating to its subject matter. It supersedes all prior or
<br />contemporaneous oral or written communications, proposals, conditions, representations and
<br />warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment,
<br />or other communication between the Parties relating to its subject matter during the term of this
<br />Agreement. No modification to this Agreement will be binding unless in writing and signed by an
<br />authorized representative of each Party. if any provision, or part thereof, in this Agreement is held to
<br />be invalid, void or illegal, it shall be severed from this Agreement and shall not affect, impair, or
<br />invalidate any other provision, or part thereof, and it shall be replaced by a provision which comes
<br />closest to the severed provision, or part thereof, in language and intent, without being invalid, void, or
<br />illegal.
<br />The person signing this Agreement on behalf of Customer certifies that such person has read,
<br />acknowledges, and understands all of the terms and conditions, and is fully authorized to execute this
<br />Agreement on behalf of and bind the Customer to all its terms and conditions. Both Parties agree the
<br />delivery of the signed Agreement by facsimile or e-mail or use of a facsimile signature or electronic signature
<br />or other similar electronic reproduction of a signature shall have the same force and effect of execution and
<br />delivery as the original signature, and in the absence of an original signature, shall constitute the original
<br />signature.
<br />eD 2023 Language Line Services, Inc- • 1 Lower Ragsdale Dnve, 13fdg. 2 • Monterey, CA 93940 • www_Lang uageUne.ccm • CONFIDENTIAL INFORMATION • REV 3.1.23 - 4
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