Every EPIC linguist signs this standard confidentiality agreement. Please read it, then type your name to sign.
TRANSLATION - INTERPRETATION SERVICES
Sub - Contractor Agreement
THIS AGREEMENT is made on upon signing between Epic Translations, LLC a Michigan company with offices at 39555 Orchard Hill Place, STE 600, Novi, MI 48375 ("Company") and you, named below ("Contractor"), located at your address above.
1. Epic Translations may contact the "Contractor" in the future to complete language services projects on a sub contractor basis. By signing this agreement, "Contractor" agrees that all future work performed for EPIC Translations is bound by the terms of this agreement, unless there is a specific exception, in writing, and signed by both parties. The Company has agreed to make available to the Contractor certain Confidential Information (as defined below) of the Company for the purpose of receiving translation, editing and/or related services from the Contractor.
2. Definition. "Confidential Information" means any and all proprietary or confidential information of the Company or its respective clients, including, but not limited to, that which relates to products, services, customers, marketing, research, financial information, future business plans, personnel information, or client information; and includes information in any format, be it written, oral, electronic, or otherwise. This also includes all documents, files, source content, and data submitted by clients for translation, interpretation, or related services. However, Confidential Information does not include information which: (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records immediately prior to the time of disclosure; (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party; or (iii) is approved for release by the Company in writing.
3. Non-Disclosure of Confidential Information. The Contractor agrees not to use the Confidential Information for any purpose other than that set forth in Section 1 of this Agreement. The Contractor will not disclose any Confidential Information to third parties except those directors, officers, employees, consultants, and agents of Contractor (if any) who are required to have the information in order to carry out the purpose set forth in Section 1 of this Agreement. Contractor has had or will have directors, officers, employees, consultants, and agents of Contractor to whom Confidential Information is disclosed or who have access to Confidential Information sign a Non-Disclosure Agreement in content substantially similar to this Agreement and will promptly notify the Company in writing of the names of each such person who has signed such agreements after such agreements are signed. Contractor agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that Contractor utilizes to protect its own Confidential Information of a similar nature. Contractor agrees to notify the Company in writing of any misuse or misappropriation of such Confidential Information which may come to its attention. Contractor further agrees to store, transmit, and manage all Confidential Information using commercially reasonable and secure methods, including but not limited to password-protected documents, encrypted communications, and secure file transfer platforms, to prevent unauthorized access.
4. Mandatory Disclosure. In the event that the Contractor or its directors, officers, employees, consultants or agents are requested or required by legal process to disclose any of the Confidential Information, the Contractor shall give prompt notice so that the Company or its clients may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, the Contractor shall disclose only that portion of the Confidential Information which its counsel advises that it is legally required to disclose.
5. Return of Materials. Upon the request of an officer of the Company or upon termination of this Agreement, whichever event shall first occur, the Contractor will deliver to the Company all written and tangible material in its possession or control incorporating Confidential Information. In addition, unless otherwise instructed by the Company, Contractor shall permanently delete all electronic copies of Confidential Information and associated client files from its systems, storage devices, cloud drives, and email accounts within fifteen (15) days of project completion or contract termination.
6. Non-Circumvention. Contractor will treat the names of the Company's clients and potential clients as Confidential Information. Furthermore, Contractor agrees not to solicit or otherwise engage in business with the Company's clients or clients' representatives known to Contractor through association with the Company, without prior written permission from the Company.
7. No License Granted. Nothing in this Agreement is intended to grant any rights to Contractor under any patent, copyright, trade secret or other intellectual property right nor shall this Agreement grant Contractor any rights in or to the other party's Confidential Information, except the limited right to review such Confidential Information solely for the purpose set forth in Section 1 of this Agreement.
8. Term. The commitments in this Agreement shall continue for a period of three (3) years from the latest date of receipt of Confidential Information by Contractor, and shall survive any termination of discussions between the parties.
9. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information may not be assigned without the prior written consent of the Company. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.
10. Governing Law and Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of Michigan, and shall be binding upon the parties hereto in United States and worldwide. The federal and state courts within Michigan shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.
11. Remedies. Contractor agrees that its obligations hereunder are necessary and reasonable in order to protect the Company and its business, and expressly agrees that monetary damages would be inadequate to compensate the Company for any breach of any covenants and agreements set forth herein. Accordingly, Contractor agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the Company and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Company shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.
12. Severability. If any provision of this contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
13. EPIC Translations agrees to pay the translator/subcontractor within thirty (30) days of its receipt of invoice by the translator/subcontractor. The primary method of payment is Paypal. However, if the translator/subcontractor cannot use Paypal, Western Union, check, or bank transfer can also be used. Sending fees are incurred by the translator/subcontractor.
Agreement version EPIC-2026-v1. Your signature, the date, and your IP address are recorded as an electronic-signature audit trail.
