Outsourcing Agreement for Translation and Interpretation

HUBSHIP CO., LTD. and its registered interpreters and translators hereby enter into an Outsourcing Agreement with regards to the duties expected of Translation and Interpretation work (indicated hereon as “translation duties, interpretation duties, etc.”) by the terms of this agreement as follows:

(Consignment of Translation and Interpretation Duties)

Article 1

In accordance with the provisions of this Agreement, HUBSHIP CO., LTD. consigns translation duties, interpretation duties, etc. to its registered interpreters and translators and registered interpreters and translators agree to accept these duties as per this agreement.

(Duties of registered interpreters and translators)

Article 2

1. The Translation work that the registered translators will do based on this Agreement is to be performed by using language. The contents of the translation in reference to the duty to be performed is to be fixed to a medium, such as a document or tape. This translation will be converted or translated into another language and in reference to the duty performed is to be fixed to a medium, such as a document or tape. Layout work however, after translation into another language, is not included as part of the translators duties.
2. The “Interpretation” that the registered interpreters will do based on this Agreement is to act as a go-between of people who speak a different language and then facilitate the act of communication of semantic content of what someone says to another person or to multiple parties.

(Specification)

Article 3

In this Agreement, the Consignment Agreement of Translation Duties, etc. between HUBSHIP CO., LTD. and its registered interpreters and translators are provisioned only for basic matters and for individuals. Transaction details will be provisioned each time, case by case, by the specification that will be issued by HUBSHIP CO., LTD. to the registered interpreters and translators at the sole discretion of HUBSHIP CO., LTD.

(Calculation of Translated Quantity)

Article 4

1. The Quantity of the Translation duties, Interpretation duties, etc. which is the subject of consideration based on this Agreement will be calculated in reference to the original document and language or deliverable and translated document. The standards of calculation will be provisioned by a separate specification sheet furnished by HUBSHIP CO., LTD.
2. When the original documents (in the original language) or deliverable documents (translated document) that serves as a quantity reference is not in Japanese or not written with a space between words, we will calculate quantity based on number of characters. When the language to be translated is written with a space between words, quantity will be calculated based on number of words. However, when different criteria is provisioned by HUBSHIP CO., LTD. specifications, the criteria provisioned by these specification will be applicable.

(Completion of translation duties)

Article 5

1. When HUBSHIP CO., LTD. receives the deliverable translated or interpreted documents from a registered interpreter or translator, inspection of this deliverable translation or interpretation will occur without delay. HUBSHIP CO., LTD. is to deliver a quality notification of quality acceptance or failure to the registered interpreters and translators within the deadline which is provisioned by the applicable specification provided by HUBSHIP CO., LTD.
2. Pursuant to the provisions of the preceding paragraph, at such time HUBSHIP CO., LTD. sends the notification of acceptance to the registered interpreter or translator, the mission will be considered as completed.
3. Notwithstanding the provisions of the preceding paragraph, when HUBSHIP CO., LTD. does not send notification of quality acceptance or failure to the registered interpreter or translator within the time limit prescribed in the first term provisions, it is understood at the time of expiration that HUBSHIP CO., LTD. has accepted the registered interpreters and translators work and the mission will be considered as complete.

(Completion of interpretation duties)

Article 6

1. HUBSHIP CO., LTD. will specify to the registered interpreter or translator in advance the object language for interpretation duties, the location that the interpretation duties will be performed and duration of duty. These interpretation duties will be considered as completed when the registered interpreter or translator finish within the specified time of translation or interpretation duties.
2. When the prescribed interpretation duties in the preceding paragraph span more than one day and the final translation duties within the specified business hours are finished, the interpretation duties will be considered as completed.
3. In the preceding two paragraphs, the interpretation duties, in the event the number of hours that were initially specified are exceeded, the registered interpreters and translators have to report to HUBSHIP CO., LTD. within 48 hours after such time interpretation duties have been completed.

(Consideration of translation duties and interpretation duties, etc.)

Article 7

1. The unit cost of translation duties and interpretation duties, etc. is based on an attached price list given at the time duty specification is granted. Please note that the price list may be revised without prior notice.
2. In consideration of the duties in accordance with this Agreement including translation and interpretation expenses, expense of checking, communication expense and any other expense for the registered interpreters and translators to maintain quality is specified in Article __in this Agreement and enforces their duties.
3. In the event a client of translation duties cancels consignment of translation duties with HUBSHIP CO., LTD. while under agreement, HUBSHIP CO., LTD. will pay the registered translator 40% of the total amount of the cancellation fee which HUBSHIP CO., LTD. receives from the client of translation duties.
4. In the event a client of interpretation duties cancels consignment of interpretation while under agreement on the actual scheduled interpretation day or the day before, HUBSHIP CO., LTD. will pay the registered interpreter 40% of the total amount of the cancellation fee which HUBSHIP CO., LTD. receives from the client of interpretation duties.

(Payment of the consideration)

Article 8

1. HUBSHIP CO., LTD. will make a payment to the registered translators and interpreters within 30 days that the translation duties or interpretation duties have been completed and will be by money transfer or in-hand delivery.
2. In the event a registered translator or interpreter abandons or cancels their translation duties or interpretation duties after an agreement has been made with HUBSHIP CO., LTD., regardless of how much progress the registered translator or interpreter has made on behalf of HUBSHIP CO., LTD., payment obligation towards these translation duties or interpretation duties to the registered translator or interpreter will not occur.
3. In the event a registered translator or interpreter has designated a transfer of their payment to an international bank account, any transfer fees will be payed by the registered translator or interpreter.
4. In the case of the preceding paragraph, payment of the consideration will be made based on the Japanese Yen exchange rate at the time of transfer to the desired currency of the payee account.
5. In regards to interpretation duties, in the event the registered interpreter has neglected to inform HUBSHIP CO., LTD. in accordance with Article 6 paragraph 3, HUBSHIP CO., LTD. will not pay more than what had been first specified on the applicable price sheet.

(Confidentiality Obligation)

Article 9

Registered translators and interpreters are prohibited to disclose or leak the original or deliverable translation or interpretation contents in any form that were gained from execution of translation or interpretation duties to a third person without prior written consent from HUBSHIP CO., LTD.

(Intellectual Property Right)

Article 10

1. Results of translating duties preformed by registered translators, in the case of producing copyrighted material, becomes a subject of protection by the Copyright Act. The copyright that occurs by the registered translators will transfer rights to HUBSHIP CO., LTD. unless otherwise specified and agreed upon between the HUBSHIP CO., LTD. and its registered translators or interpreters. Please note that the consideration HUBSHIP CO., LTD. pays to the translator or interpreter for their translating or interpretation duties includes payment for copyright consideration.
2. The copyright that occurs pursuant to the provisions of the preceding paragraph includes the rights specified in the Copyright Act Article 27 and Article 28.
3. The registered translators will not exercise any Moral Rights to HUBSHIP CO., LTD. regarding copyright material specified in paragraph 1.

(Obligations of Registered Translators and Interpreters)

Article 11

1. All registered translators and interpreters have to make an upmost effort to maintain a high standard and quality of duties while their translation or interpretation duties based on this Agreement are being enforced.
2. In the event a registered translator or interpreter consigned to translation duties or interpretation duties based on this Agreement performs duties on behalf of HUBSHIP CO., LTD. despite the company that the registered translators or interpreters are hired to prohibits their employees to do translation or interpretation duties as a side business by their labor regulations, any responsibilities or implications that occur from this must be borne by the registered translators or interpreters and HUBSHIP CO., LTD. assumes no responsibility and will be held harmless.

(Delayed Delivery)

Article 12

In the event their exists the risk of incompletion of a translating duty within the time limit that is noted in the applicable duty specification, the registered translator has to report to HUBSHIP CO., LTD. immediately and follow HUBSHIP CO., LTD. instruction thereafter.

(Termination of Agreement)

Article 13

1. In the event of a breach of any part of this Agreement, HUBSHIP CO., LTD. can terminate this Agreement without special notifications or penalty.
2. Notwithstanding the provisions of the preceding paragraph, either party, due to reasons attributable to the other party may be able to claim damages. However, HUBSHIP CO., LTD and its registered translators and interpreters both should not abuse this Article and try to strive to mainten a smooth business relationship and endeavor to build mutual trust.

(Modification of Consignment Content)

Article 14

When HUBSHIP CO., LTD. modifies the contents of consignment due to its own convenience after the registered translators or interpreters started their translating duties based on the specifications that exchange between HUBSHIP CO., LTD. and the registered translators and interpreters, both HUBSHIP CO., LTD. and the registered translators or interpreters will renegotiate on terms such as delivery deadline, quantity and translation and interpretation fee and then create a new specification.

(Prohibition of Subcontract and Transfer to a Third Party)

Article 15

1. Without prior written consent of HUBSHIP CO., LTD., registered translators or interpreters subcontracting their translation duties or interpretation duties, etc. that occur from this Agreement and the specifications based on this Agreement is prohibited.  
2. HUBSHIP CO., LTD. and its registered translators or interpreters can not transfer or give succession of the rights and duties based on this Agreement to a third person as long as there is no agreement by a prior document from both parties.

(Prohibition of Direct Contract with Clients)

Article 16

1. Registered translators or interpreters are prohibited to collude with or sign any consignment agreements with a Client of translation duties or interpretation duties without involving HUBSHIP CO., LTD.
2. In violation of the provisions of the preceding paragraph, if registered translators or interpreters collude with or sign a consignment Agreement with a HUBSHIP CO., LTD. client, the registered translators or interpreters are responsible to pay as a penalty to HUBSHIP CO., LTD. an amount equal to five times the applicable duty consideration based on this Agreement. In addition to this penalty all expenses that are required to collect this penalty such as procedure costs, investigation costs, legal fees and any other expenses are also the liability of the registered translator or interpreter to compensate damages.3. If in violation of the provision of paragraph 1, registered translators or interpreters who have colluded or signed a consignment Agreement with a HUBSHIP CO., LTD. client, agree HUBSHIP CO., LTD. may take legal action immediately towards the registered translators or interpreters without any prior notice.

(Force Majeure)

Article 17

In the event either HUBSHIP CO., LTD. or its registered translators or interpreters cannot fulfill the duties as per the Agreement due to Force Majeure, HUBSHIP CO., LTD, and the registered translators and interpreters will consider response measures after mutual consultation.

(Relationship after the end of the Agreement)

Article 18

After this Agreement ends, these following Articles; Article 9, Article 10, Article 12, Article 15, Article 16, remain in effect in accordance with each of the articles.

(Mutual Agreement)

Article 19

When a question arises for interpretation of this Agreement or if the circumstances other than those specified in this agreement has occurred, HUBSHIP CO., LTD. and its registered translators and interpreters, upon mutual consultation, will solve this in good faith.

(Agreement of Jurisdictional Court)

Article 20

It is agreed that the exclusive jurisdiction for all disputes arising with regards to this Agreement shall be the Tokyo District Court in the first instance.