THIS AGREEMENT is made is made on this date (logged as date of services date).
Totally Entwined Group Limited, (company number 06032552) whose registered office is at Newland House, The Point, Weaver Road, Lincoln, LN6 3QN, U.K. (“the Publisher”);
of , , ,
Collectively referred to as “the Parties” or individually “a Party”
(a) The Publisher and the Translator have entered into a publishing agreement (“the Publishing Agreement”) setting out the terms by which they intend to be bound.
(b) The Publisher is empowered by the Publishing Agreement to appoint a translator to translate the Work.
(c) The Publisher and the Translator now wish to enter into this Agreement to clarify and confirm their respective legal positions and to agree a fair and unequivocal division of such monies that may arise from the future commercial exploitation of the Work and future adaptations of the Work as may come into being, for all forms of media throughout the Territory.
IT IS AGREED as follows:
1.1 “this Agreement” - Shall mean this agreement and Annex which is incorporated into the agreement and other addendums which are or may from time to time be annexed hereto.
1.2 “the Artwork” - Shall mean any photographs, drawings, sketches, pictures, diagrams, maps, charts or plans or any other illustrations which are intended to be included as part of the Work.
1.3 “the Author” - Shall be , who has produced the Work.
1.4 “the Commencement Date” - Shall mean the date of this Agreement as first mentioned above.
1.5 “the Delivery Date” - Shall be the following date by which the complete Work is to be delivered to the Publisher within six weeks of the date of this agreement.
1.6 “the Translator’s Fee” - Shall be the sum paid to the Translator for translated Projects, for a fee of 35% of net sales. The Publisher will divide the proceeds from the sales of the translated eBook between the Translator and The Publisher itself, calculating the individual amounts due on the Net Sales. Net Sales is understood as the amount obtained from each sale of each single copy of the translated eBook net of costs distribution, discounts, promotions, taxes, excise duties, value added taxes, duties, sales commissions and withholding taxes where applicable.
1.7 “The Manuscript” - Shall mean the full content of the Works that the Translator should use to translate the Works into the agreed language. A copy of the Manuscript will be emailed for each Translation Project and will form part of this Agreement.
1.8 “the Project” - Shall mean the translating and syntactical proofing of the Work on behalf of Totally Entwined Group Limited.
1.9 “the Territory” - Shall be the World.
1.10 “the Work” - Shall be the following book, including the Artwork, based on the English Manuscript, provisionally entitled : whether provided by the Translator in electronic or printed form.
1.11 Unless otherwise stated time shall be of the essence for the purpose of the performance of the Publisher's obligations under this Agreement.
1.12 Unless otherwise stated references to clauses, sub-clauses, sub-paragraphs, schedules, annexures and exhibits relate to this Any reference in this Agreement to any statute or statutory provision, order or regulation shall be construed as including a reference to that statute or statutory provision, order or regulation as from time to time amended, modified, extended or re-enacted whether before or after the date of this Agreement and to all statutory instruments, orders, regulations and directives modifying or extending the same.
1.13 Unless the context otherwise requires words denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders and words denoting persons shall include bodies corporate unincorporated associations and partnerships.
2. ENGAGEMENT OF THE SERVICES OF THE TRANSLATOR
2.1 In consideration of the Translator’s Fee, the Translator agrees to provide the non-exclusive services to the Publisher to assist in the writing, researching and translating of the Work to the best of the Translator’s skill and ability in accordance with the terms of this Agreement.
2.2 The Publisher agrees to engage the non-exclusive services of the Translator to write/translate, research and proofread the Work and deliver the Work to the Publisher before the Delivery Date.
2.3 The Translator agrees that the Publisher shall be entitled to engage or enter into any agreement with any third party to write/translate, research, edit or produce the Work or any other book or publication based on the title or any development or variation thereof at any time.
3.1 In consideration of the Translator’s Fee, the Translator assigns to the Publisher all present and future copyright and all other rights in the material created by the Translator under this Agreement, including all drafts, scripts, notes, photographs or other material which is created by the Translator under this Agreement and in the Work in all media whether in existence now or created in the future, including but not limited to the title, publication, anthology, quotations, mechanical reproductions, serialisations, translations, dramatic and non-dramatic adaptations for radio, television, film, theatre or video and any merchandising throughout the Territory for the full period of copyright and any extensions or renewals thereof.
3.2 The Translator agrees that the Translator shall not be entitled to any credit or acknowledgment in respect of the exploitation of the Work by the Publisher, Author or any third party in any media at any time. The Translator agrees that the Author shall be entitled to receive the sole credit for editing, producing and writing the Work.
3.3 The Translator unconditionally waives all moral rights in any of the material created under this Agreement and in the The waiver shall apply to the right to be identified as the Author and the right to object to any derogatory treatment of the Work. The waiver shall apply to the Author and Publisher, licensees, assignees or other third party who may require any rights or interest. The Translator accepts that the waiver cannot be revoked or otherwise altered at any time even after the death of the Author.
4.1 The Translator acknowledges and agrees that the Publisher shall have final Translation control over the Work and the absolute discretion as to the name and content of the Work.
4.2 The Translator agrees to adapt, alter, edit and amend the Work as requested by the Publisher prior to the formal acceptance of the Work by the Publisher and to abide by all reasonable requests and instructions from the Publisher.
5.1 The Translator agrees to provide non-exclusive services to the Publisher to research, write/translate and produce the Work at such times, dates, and locations as the Publisher may reasonably require subject to sufficient prior notice and shall observe all reasonable directions and requests by the Publisher.
5.2 The Translator shall provide his services to the best of his skill and ability to ensure as far as possible the successful completion and publication of the Work.
5.3 The Translator agrees that the Translator shall carry out the following specific duties as the Publisher may direct:
5.3.1 to alter and amend the un-translated Work where necessary to ensure that the work meets a professional standard with regards to the content of the Work, its grammar, syntax and spelling;
5.3.2 to alter and amend the un-translated Work in accordance with any specific requirements as detailed by the Publisher;
5.3.3 to keep full and accurate records of all sources of information, documents, records and any other material relied upon in the Work;
5.3.4 to translate the Publisher’s copy of the Work within 3 working weeks of its submission; and
5.4 The Translator agrees to deliver one copy via email of the Work to the Publisher on or before the Delivery Date. The Translator agrees that such material will be of a standard and quality suitable for publication by the
5.5 The Translator agrees:
5.5.1 to provide regular reports and up-dates to the Publisher upon reasonable request and to make available all material that the Translator has obtained or recorded in furtherance of this Agreement upon request by the Publisher;
5.5.2 to keep the Publisher, as far as reasonably possible, informed of his whereabouts and mobile telephone number until the Work has been formally accepted by the Publisher in accordance with the terms of this Agreement;
5.5.3 that the Translator shall be responsible for all the Translator’s own national insurance, personal tax and value added tax that may become due as a result of this Agreement.
5.5.4 to deliver to the Publisher (at the Publisher’s sole cost) all documents, writings, recordings, photographs, artwork and all other material created, collected or obtained relating to the Work in the possession of or under the control of the Translator after the expiry or completion of this Agreement;
5.5.5 that the Publisher shall be entitled to assign, transfer, change or make over the benefit and obligations of this Agreement to any third party at any time.
5.7 The Translator warrants that:-
5.7.1 the facts and information contained in the Work shall be true and accurate, except where any material is supplied by and specifically included at the request of the Publisher;
5.7.2 the Translator has full authority to enter into and perform this Agreement and that he is not bound by any previous Agreement that adversely affects this Agreement.
5.8 The Translator undertakes:-
5.8.1 that all material produced by the Translator under this Agreement shall be original and will not infringe the copyright or any other rights of any third party, except where the work incorporates material of any third party or is supplied by the Publisher and which is specifically included at the Publisher’s request;
5.8.2 not to disclose any material nor make any statement, whether true or not, concerning the private or sexual life, political or personal views of the Author for the purposes of the preparation and writing of the Work to any third party at any time without the prior written consent of the Author.
5.8.3 The Translator confirms that the Publisher shall be solely entitled to retain all sums received from the exploitation of the Work including all sums received from elements of the Work including all materials created, collected and obtained at any time in furtherance of this Agreement.
6.1 In consideration of the services provided by the Translator under this Agreement and the rights assigned, the Publisher will send payment to the Translator sixty (60) days from the date of sales received from the distributor. Payments will be made in either GBP or USD depending on where the Translator is located, and paid either via PayPal, Wise or Bank transfer.
6.2 The Publisher agrees to provide reasonable assistance to the Translator to ensure that the Work is delivered in a timely manner.
6.3 The Publisher will report monthly to the Translator all sales of the Translated eBook.
6.4 In the event that the amount that The Publisher must pay to the Translator is less than £50, this amount may be set aside and accumulated in the proceeds of the subsequent period until the threshold of £50 is reached. Upon exceeding this threshold, payment will be made in the manner indicated.
6.5 The Publisher will not be liable for any losses resulting from changes in exchange rates in other currencies.
6.6 The Publisher agrees:-
6.6.1 to pay or reimburse the Translator in respect of all expenses reasonably and properly incurred in providing his services in accordance with the terms of this Agreement including telephone, fax, stationery, travel and accommodation, subject to satisfactory receipts or records being produced upon request;
6.6.2 either to accept or provide written reasons for the rejection of the Work or any parts within 21 days of The Publisher agrees to reject the Work only on reasonable grounds and in good faith;
6.6.3 to provide such assistance, background detail, access to all relevant documents and other records, information which may be available concerning persons to be interviewed and any other matters to the Translator as may be necessary for the completion of the Work;
6.6.4 to provide the Translator with not less than 1 copy of the un-edited Work.
6.7 The Publisher confirms that:-
6.7.1 the Publisher shall bear the cost of any copyright clearance, consent, or other acquisition of rights or permission for the use of any material for the Work, including the Artwork, which is owned or controlled by a third party; and
6.7.2 the exploitation of the Work in any form will be at the sole cost and expense of the Publisher and that the Translator shall not be liable for any such payments.
7.1 The Translator agrees to indemnify and keep the Publisher indemnified with respect to any breach of any express or implied warranty made under this Agreement and to hold the Publisher harmless against any claim or action that comes about as result of the breach of this Agreement by the Translator.
7.2 The Translator shall at all times provide reasonable assistance to the Publisher in the event that the Publisher decides either to pursue an action against any third party or resist an action brought against the Publisher where such action concerns directly or indirectly the Work.
7.3 The Publisher shall be entitled to deal with legal proceedings at its own discretion without consultation with the Translator and to retain any damages or other sums received in the event of any successful claim against any third party.
7.4 The Translator shall not disclose to any third party at any time any confidential information or business plans whether past present or future of the Publisher at any time acquired during the performance of this Agreement and no reference is to be made to the terms of this Agreement by either party in any advertising, publicity or promotional material without the prior consent of the other
7.5 This Agreement supersedes all previous agreements, representations or promises and sets out all the terms agreed between the Any amendment or alteration to this Agreement must be in writing and signed by an authorised signatory of each party.
7.6 This Agreement shall not be deemed to create any partnership or employment relationship between the Parties.
7.7 Without prejudice to the right to serve notices by any other means any notice served under this Agreement shall be in writing. Notice by e-mail shall not be accepted. Any notice that has been sent by first class, pre-paid post shall be deemed to be received 48 hours thereafter (excluding Saturdays, Sundays and public holidays). For the purposes of this Agreement, all notices shall be sent to the addresses first mentioned above.
7.8 All sums payable under this Agreement are exclusive of any value added tax that may be payable by either party.
7.9 In the event that this Agreement cannot be performed or its obligations fulfilled for any reason beyond the reasonable control of the Publisher or the Translator, including such events as war, industrial action, floods, Acts of God or the ill-health of the Translator, then such non-performance or failure to fulfil its obligations shall be deemed not to be a breach of this In the event that this Agreement cannot be performed or its obligations fulfilled for any reason beyond the reasonable control of the defaulting party for a continuous period of 30 days, then the other party may, at its discretion, terminate this Agreement by notice in writing at the end of that period, provided the Parties agree to negotiate, in good faith, an equitable settlement in respect of work already performed to the date of termination.
7.10 In addition to any other rights and remedies at law this Agreement may be terminated by giving written notice to the other party who has breached this Agreement in the following circumstances:
7.10.1 where the Publisher has failed to account or make payments as required under this Agreement; or
7.10.2 where the Translator or the Publisher has committed a serious breach of his obligations under this Agreement, unless such party rectifies the position, as far as reasonably possible, within 30 days.
7.11 This Agreement shall be construed in accordance with the law of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the English courts.
7.12 A check in the box below by you shall constitute your signature signifying acceptance of this Agreement with the intent that it be valid for all purposes and in compliance with the eIDAS Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC, and, the U.S. Electronic Signatures in Global and National Commerce Act of 2000 and the laws of any other applicable jurisdiction.
The Annex to this Agreement is incorporated into the Agreement and shall supersede any such provisions to the contrary in this
Publishing in the provision of such services that are intended to or effectively compete with Totally Entwined Group Limited
(a) Engage in any Competitive Activities or provide any Translation services to the Author; and/or
(b) Encourage, induce, attempt to induce or assist another to induce or attempt to induce the Author to obtain publishing services from a third party or to terminate the Author’s Agreement with Totally Entwined Group Limited with a view to introducing the Author to a competitor of Totally Entwined Group Limited.
The Translator agrees with Totally Entwined Group Limited that each restriction contained above is reasonable and necessary for protection of the Confidential Information disclosed and the business of Totally Entwined Group Limited in light of the industry in which Totally Entwined Group Limited operates.
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Signed by Claire Siemaszkiewicz
Signed On: 19/10/2022
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Document Name: Translator Agreement
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