|
Language Llne
<br />Servlces,Master $ervice Agreement
<br />oF TH|S AGREEMENT (INCLUDTNG LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR
<br />oTHER ECONOMIC ADVANTAGE), HOWEVER ITAR|SES, WHETHER FORBREACH OR lN TORT,
<br />EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH
<br />DAMAGE.
<br />8. INDEMNIFICATION. The Parties each agree to hold harmless and indemnify the other Party and their
<br />respective officers, directors, employees, affiliates and agents from and against any claims, causes of
<br />action, damages, costs, fees, expenses, settlement or any other form of damage or expense relating
<br />to (a) a third Party claim for an intellectual property violation or a breach of Section 4 of this Agreement
<br />("Confidentiality"), (b) a claim by an employee, vendor or agent of one Party asserted against the other
<br />Party, or (c) the grossly negligent, fraudulent, or intentlonally wrongful act of any kind by an employee
<br />or agent of one Party resulting in damages to the other Party. LanguageLine will not be liable for
<br />intellectual property infringement arising merely from LanguageLine's interpretation or translation of
<br />Customer communications or documents, respectivety, Languageline maintains extensive global
<br />insurance coverage for all its Services and all of its personnel. A copy of the Certlficate of lnsurance
<br />will be supplied to Customer upon request.
<br />9. PUBLICITY. Customer agrees that Languageline may use Customer's name and/or corporate logo on
<br />LanguageLine's website and marketing materials and upon Languageline's reasonable request will
<br />provide a testimonial regarding Languageline's Services for use in Languageline's marketing of its
<br />Services.
<br />10. ASSIGNMENT. Neither Party may assign this Agreement without ihe prior written oonsent of the other
<br />Party, except that LanguageLine may assign its right to payment to an affiliated company and, elther
<br />Party may assign this Agreement to a successor company without consent, provided that the successor
<br />company ratifies and assumes this Agreement in its entirety and provides notice of the assignment to
<br />the other Party, provided, however, that Cuslomer may not assign this Agreement to any other
<br />language services company or portfolio company that owns a 5o/o or more interest in a language
<br />services company.
<br />11, ACQUISITION OR MERGER OF CUSTOMER. lf Customer is (a) acquired by or merged into or with
<br />an existing Languageline customer, or (b) acquires an existing LanguageLine customer, the terms and
<br />conditions of this Agresment and that of the other LanguageLine customer, including priclng as set out
<br />in the applicable $tatements of Work, shall remain unaffected unless the Parties otherwise agree in a
<br />signed, wrltten amendmont to this Agreentent.
<br />12. TERMINATION. Fither Party may termlnate this Agreement (a) on one hundred twenty (120) days'
<br />notice for any reason, or (bXi) on thirty (30) days' written notice of breach if the other Party has not
<br />cured the breach ln thirty (30) days from receipt of the notice of breach, or (ii) if the breach cannot be
<br />cured in thirty (30) days, on the date agreed to by the Parties for cure to be completed. Upon terminatlon
<br />of this Agreement for any reason, Customer shall pay the final invoice from Languageline within thirty
<br />(30) days of its recoipt of the final invoice (the "30-day period"). Any disputed charges must be idantified
<br />by Customerwithin the 30-day period and the Parties shall use good faith efforts to resolve any disputed
<br />charges within the 30-day period and any adjustment paid or credited will be made within thirty (30)
<br />days after the dispute has been resolved,
<br />{3. ADDITIONAL TERMS.
<br />(a) WAIVER OR DELAY. Any express waiver or failure to exercise promptly any right under this Agreement
<br />will not create a continuing waiver or any expectation of non-enforcement.
<br />(b) SURVIVAL OF OBLIGATIONS. The obligations of the Party under this Agreement which by their
<br />nature should continue beyond the termination or expiration of this Agreement will remain in effect after
<br />termi nation or expiration.
<br />(c) NO THIRD-PARTY BENEFICIARIES. Neither this Agreenrent nor the provision of Services shall be
<br />construed to create any duty or obligation on the part of LanguageLine to any third parties, including,
<br />without limitation, any persons participating in or the subject of communications for which Services are
<br />provided, and except as provided by law, does not provide any third party with any right, privilege,
<br />remedy, claim or cause of action against Languageline, its affiliates or their respective successors.
<br />(d) CHOICE OF LAW. Any action arising out of tlris Agreement, as well as the validity, construction and
<br />gzo?ltLangusgeLirreSerylces,lnc .1 LowerRagedale Driv€,6ldg.2.Monllrey,CA93940'r'*^*.Languagelinecom.CONF|OEN||AI^INFORMAIION'RFV31 23' 3
|