When you select a translation company, you are choosing a strategic partner whose work will represent your company in the global marketplace, whether abroad or domestically. You need a trusted, reliable, and committed translation partner that:

- Employs only the most experienced linguists in the industry

- Has a proven track record of success

- Adheres to extremely high standards of quality

- Understand your corporate culture 

- Becomes fully invested and committed to your global objectives

- Has specific experience in your industry (ask for references!)

- Incorporates highly organized file management and archival system

- Develops style guides and glossaries specific to your content

- Can leverage previously translated materials

- Utilizes translation memory technology for efficiency and cost savings

- Provides full-service language management solutions

- Gives you the support and service you need at fair prices

We take our work extremely seriously and go to great lengths to provide all of our customers with translations they can trust anywhere, anytime, and in any language. We carefully screen, test, and evaluate all of our translators and proofreaders for the following:

• Certification and/or accreditation by professional translation organizations worldwide
• Native speakers of the target language having lived in their countries of origin into adulthood
• Excellent writing skills so that their translations read as if originally authored in the target languages
• Minimum of five (5) years experience in the translation industry
• Solid references from other translation companies and/or direct clients
• Training, education, and/or work experience in their areas of expertise and subject specialization
• Highly meticulous attention to detail and focus on quality
• Communicate regularly and raise questions during projects with project managers and other team members
• Proven track records of timeliness and support throughout entire project life cycles

We base our translation costs on several factors:

- The word count of the source language, meaning how many words there are in the pages to be translated. We determine word counts by using the word count feature in applications like M.S. Word or by using special software to determine word counts in other file formats, such as PDFs.

• The nature and subject matter of the content. Non-technical content is less than content that is highly technical, or that contains complex terms or industry-specific vocabulary.
• The language. The more common languages are always less than rare languages.
• Turn-around requirements. Translation projects that are needed quickly on a rush basis cost more than than translation projects that allow our teams plenty of time.

Yes, our minimum charge for translation to/from most languages is $75 for a standard turn-around of at least two (2) business days, possibly more. Rush service is also available with an additional rush service charge, depending on your needs. We need to review requests before confirming the price and timing.

Other minimum charges apply for other services.  Please contact us for details.

Discounts are determined on a project-by-project basis and are presented when we provide you with a project estimate or proposal. We do offer the following types of discounts:

• Individuals with disabilities or special needs
• Non-profit discounts
• Volume discounts
• Multiple language discounts
• Repetitive text discounts
• Loyal customer discounts

All information presented to us for any type of project is treated as strictly confidential. See our Mutual Non-Disclosure and Confidentiality Agreement here. We will also be happy to sign your own standard N.D.A. upon request.

We offer payment terms for corporate clients and for projects of certain sizes. For all others, we require payment in full at the time of placing an order. Payment terms are outlined in our Terms and Conditions.

We accept company checks, VISA, MasterCard, Discover, AMEX, PayPal, Venmo, or bank transfers (A.C.H.). Clients with approved credit terms can make secure online payments by credit cards or A.C.H. or can also mail a company check or after receiving an invoice for each project.

As a rule of thumb, you should allow for approximately:

1 – 2 days for 1,000 words or less

3 – 5 days for 1,000 – 5,000 words

5 – 7 days for 5,000 – 10,000 words

7 – 10 days for 11,000 – 24,000 words

10+ days for 25,000 words or more

Schedules vary depending on project complexity and other factors. We can almost always shave time off when needed for rush projects. If you have a tight deadline, please let us know, as we will do everything we possibly can to meet it. We will also be very honest with you if a deadline is just not doable.

An overseas distributor or subsidiary can rarely offer the timely and thorough service of a professional translation company. Their strength is in selling your product, not necessarily in writing or in translation. By using a reputable language service provider, you can rest assured that it will be done right by professional linguists who are experts in translation. You may want to think about using a qualified reviewer at your in-country sales office to review translated content, but it's wise to leave the translation to professionals who work at producing content in different languages 24/7/365.

Translation (XL): Translation is simply the rewriting of text into a different language while maintaining the meaning of the original. In the industry, the word "translation" usually applies to more traditional forms of written communication.

Simultaneous and consecutive interpreting: The word interpretation applies to the spoken word. With simultaneous interpreting, the interpreter wears a headset through which s/he hears the speaker and interprets the message simultaneously through a microphone connected to a transmitter to an audience wearing headsets with receivers. With consecutive interpreting, the interpreter listens to what the speaker is saying, and once the speaker finishes speaking short phrases, the interpreter translates the message orally into the target language consecutively.

Localization (L1ON): The term localization may refer to anything that is translated for use in a local market, including documentation, packaging, advertising, or any material in any medium.

As used herein and each of the attachments hereto, the following terms shall have the meanings as set forth below: (a) "ìntränsōl" shall mean International Translation Solutions™, a J.K.W. International, Inc. Company, a corporation organized under the laws of the state of Minnesota, United States of America, its officers, directors, managers, employees, agents, representatives, consultants, translators, interpreters, divisions, branches, subsidiaries, foreign offices and other affiliates; (b) "Language Services" or "Language Service(s)" shall mean any translation, localization, interpretation, voice-over, coaching, instruction, training, consulting, desktop publishing, typesetting, prepress production, graphic design, creative direction, video or film subtitling or character generation, multicultural or global marketing or any other language-related service provided by ìntränsōl; (c) "Client" shall mean the party ordering, requesting, receiving, and/or paying for Language Services from ìntränsōl; and (d) "Agreement" shall mean this exhibit and any Estimates, Quotations, Proposals, Change Order Forms, Rate Sheets, or any deliverables attached hereto or submitted by ìntränsōl, each of which is incorporated herein by this reference.

Unless otherwise stipulated in writing in an ìntränsōl Estimate, Quotation, or Proposal, Client shall deliver to ìntränsōl a deposit equal to Fifty percent (50%) of the estimated or quoted fee prior to commencement of Language Services. The balance of payment shall be made upon completion of the Language Service and before delivery or in accordance with other payment terms specified in any ìntränsōl Estimate, Quotation, or Proposal. If Language Services are performed on an incremental basis, payment shall be due upon completion of each increment for that portion of the total sum as applicable to that increment, as invoiced by ìntränsōl. All past due ìntränsōl invoices shall be assessed a finance charge at the rate of .0033% per day beginning on the first day that the invoice is past due, based on the date of invoice and the number of days stipulated in the payment terms on the invoice and in any ìntränsōl Estimate, Quotation or Proposal. In the event of default of payment when due, ìntränsōl, in its sole discretion, may elect to suspend Language Services and to withhold delivery of any completed or in-process documentation in connection with such service until payment in full is received. All costs of collection, including attorneys' fees and court costs, shall be paid by the Client. All fees and sums referred to in this agreement are designated as and payable in U.S. currency, free and clear of all duties and deductions of any kind. Client assumes full responsibility for paying sales and use taxes and all other taxes and charges. Requests for Language Services, oral or written, which are canceled by Client after ìntränsōl is authorized to commence Language Services, shall be subject to a cancellation fee equal to 50% of the ìntränsōl Estimate, Quotation, or Proposal of the total fee for the Language Services, or an amount computed as a prorated percentage of the total fee for the Language Services offered by ìntränsōl or for Language Services completed or in progress by ìntränsōl prior to the time of cancellation, whichever is greater.

ìntränsōl Estimates, Quotations, Proposals, and production schedules are based on the assumptions that source material is in final and complete form upon review by ìntränsōl in order to provide Client with an Estimate, Quotation or Proposal and that Client will deliver the same unchanged and unaltered source material to ìntränsōl for Language Service. Actual fees, which are presumed to be accepted by Client, unless a specific provision to the contrary is made in advance in writing by Client, may vary from ìntränsōl Estimate, Quotation, or Proposal as a result of any special requirements regarding language, delivery time, purpose of Language Service, certification request, Client modifications to original assignment, changes, revisions, alterations or amendments to source documentation, other specifications or requests for additional services not included in the original ìntränsōl Estimate, Quotation or Proposal.

Any questions or comments concerning any Language Service delivered or performed by ìntränsōl shall be delivered by Client to ìntränsōl within ten (10) business days of delivery or performance of all Language Service by ìntränsōl to Client. ìntränsōl shall have no obligation to correct any errors, omissions, delays, or other problems regarding Language Services which are not communicated in writing to ìntränsōl by Client during the above-referenced period. The sole obligation of ìntränsōl in the event of any error, omission, delay, or other problem regarding Language Services of which ìntränsōl is timely notified by Client, shall be to review the Language Service deliverable within a mutually agreeable time period at no additional charge to Client, and to make corrections which ìntränsōl deems necessary and which are not the result of changes in the original assignment as specified in the applicable ìntränsōl Estimate, Quotation or Proposal. All Language Services shall be deemed approved and accepted by the Client at the conclusion of the above-referenced time period if ìntränsōl is not notified in writing by the Client of any errors, omissions, delays, or other problems regarding the original or corrected translation within the above-referenced time period. With respect to interpretation, instruction, voice-over, coaching, consulting, or training services, ìntränsōl shall have no obligation to address any questions or comments regarding errors, omission, delays, failure to perform or appear, or other problems concerning such services which are not communicated to ìntränsōl by Client in writing within Twenty-four (24) hours of the performance of the interpretation, instruction, voice-over, coaching, consulting or training services. The sole obligation of ìntränsōl in the event of error, omission, delay, failure to perform or to appear, or other problems regarding interpretation, instruction, voice-over, coaching, consulting or training services of which ìntränsōl is timely notified in writing by Client, shall be to provide replacement services without charge for the assignment as specified in the original ìntränsōl Estimate, Quotation or Proposal, at a mutually agreeable date. The obligation of ìntränsōl to provide replacement services without charge shall be subject to the Client's payment in full for both the initial interpretation, instruction, voice-over, coaching, consulting or training services, and travel, lodging, and related expenses to be approved and accepted at the conclusion of the above-referenced period. Interpretation, instruction, voice-over, coaching, consulting, or training services shall be deemed approved and accepted at the conclusion of the above-referenced period if ìntränsōl is not notified in writing by Client of any error, omission, delay, failure to perform or appear, or other problem regarding the interpretation, instruction, voice-over, coaching, consulting or training or replacement services, within the above-referenced period.

The Client shall provide ìntränsōl with all assistance required by ìntränsōl to perform Language Services according to the standard that is customary in the translation, localization, interpretation and multilingual typesetting industry. With respect to translation services of ìntränsōl, this assistance shall include Client's providing ìntränsōl, prior to and during the performance by ìntränsōl of translation services, (a) legible and clearly articulated source material, (b) regular and prompt review and advice regarding the translation deliverables of ìntränsōl by a native speaker of each target language who is expert in Client's industry, (c) advisory access to a native speaker of the source language who understand the original documents to be translated, (d) glossaries, lexicons and related support materials in the source and target language, containing terms that appear in the original documents and that reflect the Client's preference regarding corporate jargon and industry-specific terminology, (e) written guidelines regarding Client's preferences regarding the style and approach of the translation, and (f) adequate time for ìntränsōl to modify translation deliverables according to advice provided by Client and/or native-speaking proofreaders/reviewers contracted by Client. With respect to interpretation, instruction, and/or training services of ìntränsōl, this assistance shall include Client's providing ìntränsōl prior to the performance of service by ìntränsōl, (i) term glossaries and related support materials in the source and target languages, containing corporate jargon and industry-specific terminology that will likely be used during the interpretation, instruction, voice-over, coaching, consulting or training services engagement, and (ii) advisory access to an employee or representative of Client who understands the intentions and scope of the planned engagement.

Cancellations by Client are subject to cancellation fees, based on the following schedule once an ìntränsōl Quote or Estimate has been accepted by Client: For a cancellation made with more than ten (10) calendar days prior to a scheduled event, there is a cancellation fee to cover administrative costs of 15% of the total estimate. For cancellations made with less than ten (10) but more than five (5) calendar days prior to a scheduled event, the cancellation fee (excluding weekends) is 50% of the total estimate. For cancellations made with less than five (5) calendar days prior to a scheduled event, the cancellation fee (excluding weekends) is 100% of the total estimate. Cancellations must be made in writing and sent by email (see information above). Cancellations made after business hours, on national holidays, or on weekends (Saturday or Sunday) will be considered as received at 9:00 AM C.S.T. the next business day. Our normal business hours are from 9:00 AM to 5:00 PM Central Standard Time Monday – Friday.

Because we need to reserve studio time and engineering resources, we require pre-payment in full by VISA, MasterCard or PayPal at least five (5) business days (Monday – Friday excluding weekends (Saturday and Sunday) and national holidays) prior to studio or studio engineer time. If paying by check, the check must be received at least eight (8) business days (Monday – Friday excluding weekends (Saturday and Sunday) and national holidays) prior to the event and to have cleared when deposited at least five (5) business days (Monday – Friday excluding weekends (Saturday and Sunday) and national holidays) prior to the event to reserve equipment, studio time or studio engineer time. If payments are not received when required, the ìntränsōl Estimate or Proposal for services will be null and void and ìntränsōl will have no obligation to furnish the Client with rental equipment, studio time, or studio engineer time. If applicable, the Client must also pay in advance at the time of order all shipping & handling costs and any customs, duties, or applicable transportation fees. Cancellations made in writing at least six (6) business days (Monday – Friday excluding weekends (Saturday and Sunday) and national holidays) on domestic orders in the lower contiguous 48 states will receive a full refund with the exception of a minimum set-up and project coordination fee of $150 per hour or for the actual time spent coordinating equipment and schedules at $150 per hour, whichever is greater. For orders outside the lower 48 states, the cancellation times are double that of domestic orders. For all cancellations made in writing less than six (6) business days but more than four (4) business days (Monday – Friday excluding weekends (Saturday and Sunday) and national holidays) on domestic orders in the lower contiguous 48 states, or double that for orders outside the lower contiguous 48 states, there will be a maximum 50% refund. For any cancellation made in writing less than four (4) business days (Monday – Friday excluding weekends (Saturday and Sunday) and national holidays) on domestic orders in the lower contiguous 48 states, or double that for orders outside the lower contiguous 48 states, there will be no refund, and the deposit will be entirely forfeited. Verbal cancellations over the phone in conversation or as voicemails may not be received and do not constitute a properly delivered cancellation. All cancellations must be in writing with proof of delivery/receipt that is time/date stamped, such as email or fax.

Cancellations for all other services after project commencement are subject to a minimum cancellation charge of 50% of the total estimated charges as stipulated on any ìntränsōl Quote or Estimate plus charges for actual work performed up to the point of cancellation on a prorated basis. If work performed is greater than 75% of the entire scope of the project at the time of cancellation, then the full amount of the ìntränsōl Quote or Estimate will apply. Cancellations must be made in writing and sent by email (see information above). Cancellations made after business hours, on national holidays, or on weekends (Saturday or Sunday) will be considered as received at 9:00 AM C.S.T. the next business day. Our normal business hours are from 9:00 AM to 5:00 PM Central Standard Time Monday – Friday.

Client shall bear the complete liability, responsibility, and risk of error, omission, delay, failure to perform, or other problems regarding Language Service requested by Client on a "rush basis." "Rush basis" shall be defined by the Client's oral or written request, requirement, or demand to have Language Services delivered or performed by ìntränsōl before the schedule or delivery date as stipulated in the ìntränsōl Estimate, Quotation or Proposal for corresponding Language Services or when the terms "Rush" or "Rush Service" is explicitly used in any ìntränsōl Estimate, Quotation or Proposal. With respect to such requests, ìntränsōl shall not be obligated to provide remedial, corrective, or replacement services in the event Client, for any reason, is not satisfied with the Language Service rendered by ìntränsōl. Client shall be obligated to pay in full for Language Services requested on a "rush basis," regardless of whether Client requests remedial, corrective, or replacement services in connection therewith. With respect solely to requests for Language Services performed on a "rush basis" or involving less common languages, ìntränsōl may elect to terminate this agreement for any reason or any time prior to completion of the requested Language Services, upon notice to Client, without liability to ìntränsōl. Termination under this provision shall not be deemed a breach of the agreement.

All notices made in reference to this agreement shall be deemed sufficient if: (a) delivered manually, (b) delivered by overnight (24-hour) courier service, (c) delivered by direct courier service (1-3 hour) (d) delivered by U.S. mail, registered or certified, return receipt requested, postage prepaid; or (e) transmitted directly between ìntränsōl and Client via facsimile machines or electronically via email. Notices shall be deemed received on the date of personal delivery, the date of actual receipt as indicated on the delivery notice or return receipt (or the date receipt is refused), or the date indicated by facsimile transmittal confirmation reports or by email transmittal dates.

Both parties shall treat as confidential and take all reasonable precautions to prevent the unauthorized disclosure or use of all material and information proprietary to the other party which the non-owning party gains access to or knowledge or possession of in connection with language services.

intransol shall not be liable for delays or failure to perform due to causes beyond its control, including but not limited to acts of God, acts or omissions of the Client, acts of civil or military authority, strikes or other labor disturbances, requirements of law or similar cause, illness, death or debilitating disease, courier, mail or delivery service delays, mechanical failure or noncompliance or untimeliness of ìntränsōl or Client contractors.

Neither Client nor any of its affiliates shall induce or attempt to induce any ìntränsōl employee, agent, independent contractor, representative, another client, or another affiliate to discontinue working for or with ìntränsōl or to reduce their capacity with ìntränsōl in any way, in order to work for or with Client or any of its representatives, agents or affiliates during the term of this agreement and for a period of five (5) years thereafter without prior written, authorized consent from an ìntränsōl Executive Officer and without a formal written offer by Client and formal written acceptance of any such Client offer by ìntränsōl of retribution to ìntränsōl, to be determined on a case-by-case basis, based upon factors including, but not limited to, loss of business, loss of goodwill, replacement costs, training, investment in skills and knowledge and potential disruptions of ìntränsōl business activities.

ìntränsōl shall use its best efforts to exercise the standard of care that is customary in the translation, interpretation, and multilingual typesetting industry in performing all Language Services. ìntränsōl expressly disclaims all other representations or warranties respecting the services rendered under this agreement, including, without limitation, expressed or implied warranties of merchantability or hirees for a particular purpose. ìntränsōl shall not be liable for any claims, damages, or expenses of any kind, whether made or suffered by Client or any third party unless such claims, damages, or expenses are directly caused by gross negligence or willful misconduct by ìntränsōl. ìntränsōl shall in no event be liable to Client or any third party for special, incidental, exemplary, direct, punitive, or consequential damages, expense, or loss of any kind, however, occasioned, including, without limitation, damages, loss, or corrective action due to errors, omissions, delays or failure in performance or delivery. Client and ìntränsōl agree that in the event that ìntränsōl breaches its obligation under this agreement in a material way or that any liability is imposed on ìntränsōl arising out of or in connection with this Agreement and/or Language Services, it would be impractical or extremely difficult to fix actual damages. Client and ìntränsōl agree that the aggregate amounts payable by ìntränsōl by reason thereof, and the sole remedy provided, shall not exceed the amount previously paid by Client for the specific Language Service increment at issue. In the event that Client wishes ìntränsōl to assume greater limited liability, Client may obtain from ìntränsōl a higher limit by paying an additional amount to ìntränsōl, and a rider shall be attached hereto setting forth such higher limit and additional amount, but this additional obligation shall in no way be interpreted to hold ìntränsōl as an insurer. ìntränsōl shall be deemed to be an independent contractor with respect to the Client under this agreement. ìntränsōl shall have no contractual or other obligation to any third party arising out of or related to this agreement. Except as expressly provided to the contrary in this agreement, ìntränsōl shall have no obligation to pay for remedial, corrective, or replacement Language Services performed by, or for, Client or any Third Party.

Client shall defend, protect, indemnify, and hold harmless ìntränsōl from any and all loss, costs, expenses (including attorneys' fees), liability or damages on account of any and all manner or claims, demands, actions and proceedings that may be instituted with respect to the source materials or Language Services against ìntränsōl on any grounds, including, without limitation, claims or suits of defamation, libel, plagiarism, copyright infringement, violation of statutory or common law, violation of patent rights, design, trademark, services mark, privacy or any proprietary or personal right of any person or organization of any country.

Either party may terminate this agreement by written notice if the other party fails to comply with any of its terms and conditions, which failure is not cured within ten (10) business days of written notice thereof, or upon insolvency, gathered assignment for the benefit of creditors, dissolution or liquidation of either party, at which time all sums due under this agreement shall become immediately due and payable without refund.

Any controversy or claim arising out of or relating to this agreement, or a breach of this agreement, shall be settled by arbitration in the city, state, province or country of the local ìntränsōl office that has handled Client's account in accordance with the Commercial Arbitration Rules of the American Arbitration Association and/or with the rules and regulations of the local official arbitration body of the local ìntränsōl office that handled Client's account. There shall be one arbitrator who shall apply current law. The arbitrator shall be chosen from a panel of persons knowledgeable in foreign language translation, localization, multilingual typesetting, and the range of ìntränsōl services. The arbitrator shall have the right to consult experts and competent authorities knowledgeable in matters submitted to arbitration, but such consultation shall only be made in the presence of both parties with the full right on their part to cross-examination. The prevailing party (as determined by the arbitrator or, if appropriate, by a court of competent jurisdiction) shall be reimbursed by the other party for its costs of arbitration and any other costs of collection or enforcement of this agreement, including the cost of administrative fees, other fees, and expenses.

This Agreement shall be binding upon and insure to the benefit of the successors and legal representatives of the respective parties hereto. Neither party shall assign this agreement without the written prior consent of the other party, except as provided herein. The Client specifically agrees that ìntränsōl shall have the right to perform any or all of the services to be provided hereinafter through any parent, subsidiary, division, independent contractor, or affiliate of ìntränsōl.

No waiver of any breach of any provision of this agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of any other provision hereof.

The provisions of this agreement shall be severable, and in the event that one or more provisions are found to be null and void or otherwise unenforceable, such provision or provisions shall be severed, and the remaining provisions of this agreement shall be given full force and effect.

This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements, negotiations, understandings, commitments, and practices between the parties regarding the subject matter hereof. No amendments to or modifications of this agreement shall be made except in writing and signed by duly authorized representatives of both parties. The terms and conditions set forth in this agreement shall be deemed as accepted by Client in their entirety and without reservation upon request or authorization by Client for ìntränsōl to proceed with Language Services. The terms and conditions set forth in this agreement shall specifically supersede any contrary provision set forth in any service order, purchase order, or Language Services request submitted by Client to ìntränsōl, prior, concurrent, or subsequent to this agreement. All headings are for reference purposes only and shall not be used to construe or interpret the meaning of any provision. In the event of any conflict between the terms of this document and any Estimates, Quotations, Proposals, Change Order Forms, and rate sheets attached hereto by ìntränsōl, the terms set forth in the agreement shall control, irrespective of the place of performance, without giving effect to the doctrine of conflict of laws, this agreement shall be governed by and continued in accordance with the laws of the states or countries where ìntränsōl has physical offices, and where work for Client was performed.

Mutual non-disclosure and confidentiality agreement

The following information demonstrates how we treat each and every Client's privacy and confidential information with extremely high regard.

Please request this document as a PDF for signature by both parties when initiating a business relationship in which confidential information may be exchanged.

THE INFORMATION CONTAINED HEREIN CONSTITUTES PROPRIETARY AND CONFIDENTIAL INFORMATION OF ìntränsōl. IT MUST NOT BE COPIED, TRANSMITTED OR DISTRIBUTED IN ANY FORM OR BY ANY MEANS, ELECTRONIC, MECHANICAL OR OTHER, INCLUDING PHOTOCOPY OR RECORDING, WITHOUT THE EXPRESS WRITTEN PERMISSION OF ìntränsōl (International Translation Solutions™).

This Mutual Non-Disclosure Agreement, effective on the date set forth below (the "Effective Date"), is between ìntränsōl (International Translation Solutions™), a J.K.W. International, Inc. company and a Minnesota corporation hereafter referred to as "ìntränsōl" and the CLIENT or individual specified on the signature line below, hereafter referred to as the "CLIENT." This agreement is made to set forth the basis under which ìntränsōl and the CLIENT will furnish and/or disclose to each other certain communication, financial, business, technical, and other information. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ìntränsōl and the CLIENT agree as follows:

Section 1. Definitions

For purposes of this agreement, the following terms will have the meanings specified below:

"Affiliate" means, with respect to either party, any individual, company, corporation, partnership, or other entity, directly or indirectly, controlling, controlled by, or under common control with, such party.

"Confidential Information" means all information and data, of whatsoever nature, including financial, business and other information, in whatever form or medium, including without limitation any plans, specifications, sketches, samples, trade secrets, processes, technical data, strategic planning, product/service specifications, prototypes, computer programs, drawings, models, marketing data, operations, policies, procedures, techniques, accounts, personnel and Client information, documentation, or other information and data used by the party in carrying out its business; furnished or disclosed by a Disclosing Party or any of its Affiliates to the Receiving Party pursuant to the terms of this agreement, except that such term will not include (i) information demonstrably known by the Receiving Party previously without an obligation of confidentiality; (ii) information that is or becomes publicly known other than through a breach by the Receiving Party of any of its obligations under this agreement; (iii) information received by the Receiving Party from a third party who is not known by the Receiving Party, acting in good faith, to be under an obligation of confidence to the Disclosing Party; (iv) information independently developed by the Receiving Party without use of the confidential information of the other party; or (v) information required by applicable law, regulation, court order or legal process to be disclosed, provided the Receiving Party provides the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will use reasonable efforts to ensure that all Confidential Information so disclosed is treated confidentially. Disclosure of Confidential Information in accordance with the foregoing sentence will not violate the terms of this agreement.

"Disclosing Party" means the party or affiliate of the party hereto that furnishes Confidential Information to the other party or affiliate of the other party hereto.

"Receiving Party" means the party or affiliate of the party hereto that receives Confidential Information from the other party or affiliate of the other party hereto.

Section 2. Ownership of Confidential Information

The Receiving Party agrees that the Confidential Information of the Disclosing Party is and will remain the property and a valuable trade secret of the Disclosing Party.

Section 3. Confidentiality Obligation

Except as required by law, the Receiving Party will treat it as confidential and will not use other than for the purposes set forth herein, disclose or otherwise make available any Confidential Information of the Disclosing Party to any person other than employees, representatives, and consultants of the Receiving Party and its Affiliates who have a business need to know. The Receiving Party will instruct its employees, representatives, and consultants (and those of its Affiliates) who have access to the Confidential Information to keep the same confidential by using the same care and discretion that the Receiving Party uses with respect to its own confidential property and trade secrets, which will be no less than reasonable care and discretion. The Receiving Party will be responsible for the compliance of such employees, representatives, consultants (and those of its Affiliates) with the terms of this agreement. If the Receiving Party is required by applicable law, regulation, court order, or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement, and the Receiving Party will use reasonable efforts to ensure that all Confidential Information so disclosed is treated confidentially. Disclosure of Confidential Information in accordance with the foregoing sentence will not violate the terms of this agreement. Furthermore, neither party will undertake or assist in the solicitation of any customer, employee, contractor, subcontractor, associate, or account of the other at any time during or beyond the term of this agreement without the expressed and written consent of the other party.

Section 4. Compliance by Affiliates

ìntränsōl and the CLIENT will be responsible for compliance by their respective Affiliates with the terms of this agreement.

Section 5. Non-Disclosure of Agreement

Neither party, without the prior written consent of the other party, will disclose to any third person (other than its employees, representatives, and consultants with a need to know) the existence or purpose of this agreement, the terms and conditions hereof, or the fact that discussions are taking place and that Confidential Information is being shared, except as may be required by law and then only after first notifying the other party of such required disclosure in accordance with Section 3.

Section 6. Limitation on Obligation; No Warranties, etc.

Except for the obligation of confidentiality and the restrictions on use imposed by this agreement upon the Receiving Party, each party acknowledges that no obligation of any kind is assumed or implied against the other party after any meetings or discussions regarding the purpose of this agreement with respect to whatever information is exchanged. Further, this agreement and any meetings and communications of the parties relating to the subject matter of this agreement will not (a) constitute any offer, request, or contract among the parties to engage in any transaction, nor (b) constitute any offer, request or contract involving a buyer/seller relationship, venture, teaming or partnership relationship among the parties. Each party hereto hereby acknowledges that the Disclosing Party makes no representations or warranties, express or implied, as to the accuracy or completeness of the Confidential Information of the Disclosing Party.

Section 7. Return of Confidential Information 

If the Receiving Party reproduces all or any part of or further discloses any Confidential Information, the Receiving Party will not remove or obscure any confidential or proprietary notices or legends, if any, that appear in the originals thereof. At the request of the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy all Confidential Information, reproductions or summaries thereof and extracts there from. The Receiving Party's obligations under Section 3 will survive any return or destruction of Confidential Information.

Section 8. Notice of Unauthorized Use

The Receiving Party will notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this agreement by the Receiving Party, and will reasonably cooperate with the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. If the Receiving Party or any of its employees, representatives, or consultants attempt to use or disclose any of the Confidential Information in a manner contrary to the terms of this agreement, the Disclosing Party will have the right, in addition to such other remedies which may be available to it, to seek injunctive relief enjoining such acts or attempts, it being acknowledged that legal remedies may be inadequate.

Section 9. Independent Product Development Not Affected

The terms of confidentiality under this agreement shall not be construed to limit either party's right to independently develop or acquire products or services of the same type as may be included within any Confidential Information or to enter into any business transaction with any other company which owns or has rights to any such similar products or services, as long as such right is exercised without the use of any other party's Confidential Information in violation of this agreement.

Section 10. No Implied License

Except as otherwise provided herein, nothing in this agreement shall be deemed to constitute an implied license in favor of either party to any proprietary rights of the other party, including, without limitation, any patents, copyrights, trademarks, or trade secret information. Each party agrees that it shall not in any way represent itself as a partner, joint-venturer, agent, employee, or general representative of the other and shall not use the other party's name, trade name, service mark, or trademark, nor any adaptation or variation thereof, in any manner whatsoever (including but not limited to, advertising, promotion or sales literature), without the other party's prior written consent in each instance.

Section 11. Notices

All notices, requests, consents, demands, and other communications provided for by this agreement will be in writing and shall be deemed sufficient if delivered in person or by express courier or facsimile with receipt confirmed to the party to be notified. Any notice to ìntränsōl or the CLIENT will be delivered to the addresses specified by each party or to such other address as the parties will advise the other in writing from time to time, provided, however, that any notice of change of address shall be effective, only upon receipt.

Section 12. General

This agreement may not be changed, modified, or amended except in writing, signed by each party to this agreement.

This agreement may not be discharged except by performance in accordance with its terms.

This agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

This agreement may not be assigned by either party without the prior written consent of the other party.

This agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements, and understandings of any kind and every nature between them regarding the subject matter hereof.

This agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

The individuals executing this agreement on behalf of the CLIENT and ìntränsōl do each hereby represent and warrant that they respectively have been and are on the Effective Date duly authorized by all necessary, appropriate corporate action to execute this agreement on behalf of their respective principals.

Section 13. Limited Use of Confidential Information

The Receiving Party will use the Confidential Information solely for the purposes of exploring, evaluating, discussing, and negotiating business opportunities between the Parties to this agreement, and when/if any formal agreements have been made, conducting work as specified in any separate ìntränsōl work orders or contracts.