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Home My WebLink About2009 LLE Signed AgreementPage 1 of 1 Jinelle Burt From: Chrissy Malave Sent: Friday, July 10, 2009 8:31 AM To: 'Barry Pearson' Cc: Jinelle Burt Subject: RE: LLE Language Services Attachments: Contract.pdf Barry, Please see attached signed contract. Do you need the original mailed to you or is electronic satisfactory? Thank you, CFir~s Malave 253-288-3162 From: Barry Pearson [mailto:bpearson~lle-inc.com] Sent: Thursday, July 09, 200912:06 PM To: Chrissy Malave Subject: LLE Language Services Hello Chrissy, I just sent over the new documents. I was able to secure the lower rate of $1.501min. Simply sign and fax back to my attention (540) 869-9637. Or you can scan and email them back to me. Thanks, Barry Pearson Account Manager LLE®-Language Services 199-3 Sulky Drive Winchester, VA 22602 Tel: 877.405.8764 x283 Fax: 540.869.9637 www.lle-inc.com Communications Solutions In Any Language Receive the latest news and trends on communicating with non-English speakers: Sign-up for our FREE newsletter at www.lle-inc.com today! The information contained in this electronic communication is personal, privileged andlor confidential information intended only for the use of the individual(s) or entity(ies) to which it has been addressed. If you read this communication and are not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication, other than delivery to the intended recipient is strictly prohibited. If you have received this communication in error, please immediately notify the sender by reply e-mail. Thank you. 7/10/2009 ~ ~ u ~ ~x , >u_s Language Learning Enterprises, Inc. ~"LLE"} end City of Auburn, I~VA the "Client"} agree that the terms and conditions shown below {„Agreement"} will apply to over-the-phone interpreter services MLLE-~INIi~} the "Services"} provided by LLE to the Client. TERM AND ~NDITI~N Term of Agreement -This Agreement will becot~e effective upon signing by both parties, and will continue in effect unless terminated by one ar both parties with sixty {G0~ days written notice. Additionally, LLE may terminate the Agreement upon five ~5~ days notice if Client fails to pay any past due invoice for Services hereunder ar is in material breach of this Agreement. Charges, Inva~ces and Payments ~ Client ~gree~ to pay properly invoiced charges for LLE~LINK~ Services within thirty =~D} days of the invoice date, or by Charge card VISA, MasterCard ar American Express} within the applicable tirneframes of LLE's then current charge card procedures. Invoices ~and~or invoice summaries} will be seat to the Client billing address shown below or such other address provided in writing by Client to LLE. Fees far LLE^LINKO Services shall be calculated based an Client's usage of the Services ~raunded up to the nearest second} at the per rr7inute rate of ~ 1.~0 , No additional administrative ar monthly handling charges apply. LLE may change the per minute rates at any time upon thirty X30} days advance notice to Client. ~onfidentiallty -LLE is fully aware of the importance of confidentiality in providing its Services, and protects the confidentiality of al[ Client information by advising all prospective linguists of LLE`s confidentiality policies and requiring a signed confidentiality agreement from its linguists as a prerequisite tv providing Services far LLE LLE will not disclose ar use any information derived from Client communications other than to provide the Services ar as otherwise contemplated by this Agreement These obligations do not apply to any information that is or becomes generally known to the public through no act or omission of LLE or to any information LLE or its representatives are required to disclose through compulsory IegaC processor pursuant to any statute, regulation or other legal authority. 4, ~nautharized Use o~ Service ~ Client shall use the Services for its internal purposes only and will not resell the Services ar use the Services in any way that is prohibited by statute, regulation ar other legal authority. Client agrees to safeguard its Access Cades~s} against use by unauthari~ed persons and Client shall be solely and fully responsible far charges resulting from use of its Access Code, whether or not such Use is authari~ed. Client sf~all inderr~nify, defend and hold LLE harmless for any damage, claim ar cause of action resulting from ar arising out Client's breach of this Section 4. 5. Quality Control Procedures - ~y signing in the appropriate Client Signature box on page ~ of this agreement the Client either gives ar withholds consent for LLE to record and~or monitor calls for the purposes of quality contra[ and training, Such recordings will not be released to anyone outside of LLE's employ Recordings may be dept until the end of the month after they were made and will be destroyed at that time. Please indicate consent or otherwise by signing in the appropriate space overleaf. CII~IT~D 1NARRANTY -LLE I~fILL PERFORM THE SERVICES IN A PROFESSIONAL MANNER CONSISTENT WITH Ii~DUSTRY STANDARDS AND THIS AGREEMENT, LLE MAKES NO OTHER 1~fARRANTY, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ~IP+IITATIQN ~F LIABIL,ITY - EXCEPT FOR OBLIGATIONS UNDER SECTION ~ AND SECTION 4, EACH PARTY`S AGGREGATE LIABILITY TO THE OTHER PARTY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ~IHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, SHALL BE LIMITED TO THE AMOUNT PAID BY CLIENT TO LLE DURING THE TV~ELVE MONTHS PRECEDING THE EVENT UPON WHICH THE CLAIM IS BASED, IN NQ EVENT SHALL. EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSE~UEItifTIAL DAMAGES IN CONNECTIOI~f 1NITH OR ARISING OUT OF THIS AGREEMENT ~INHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY} INCLUDING, ~IITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, Ct1STOMERS, DATA, QPPORTUiVITY OR FCO['~OMIC ADVANTAGE. Assignment -Neither party may assign ar otherwise transfer this Agreement without the written consent of the other party; provided, however, LLE may assign this Agreement to an affiliate or a successor without the consent of Client. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. 2 9. Entire Agreement - This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous written or oral proposals or other communications. This Agreement may only be amended in writing signed by both parties and no waiver of any provision or course of dealing between the parties shall operate as a subsequent or permanent waiver of any provision or an amendment to the Agreement unless agreed in writing. 10. Choice of Law - This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without reference to its conflicts of laws principles. 11. No Third Party Beneficiaries - Neither this Agreement nor the provision of any Services hereunder shall be Construed to create any duty or obligation on the part of LLE to any third party, including, without limitation, any persons participating in or the subject of any conversations for which Services are provided. Neither this Agreement nor the provision of any Services provide any third party with any right, privilege, remedy, claim or cause of action against LLE, its affiliates or their respective successors or permitted assigns. 12. Survival - The provisions of this Agreement set forth at Section 2, 3, 6, 7, 8, 9, 10, 11, and 12 shall survive any termination of this Agreement. 13. Counterparts - This Agreement may be signed by facsimile and in one or more counterparts and, when signed by both parties, shall constitute a single binding agreement. y Digitally signed by Barry Pearson Barr DN cn=Barry Pearson, o=LLE-Inc., LLE Date & Signature: Pearson -Account Manager, Date: 2009.07091 S:02:26004'00'US CLIENT Date & Signature - WITHHOLDS consent to record: (Clause #5)~ CLIENT Date & Signature - GIVES consent to record: (Clause #5) This authorized signature acknowledges that you have read, understand, and agree to the terms and conditions above. CLIENT CONTACT INFORMATION Authorized Decision Maker Operational Contact Billing Contact Name:(1,ncLQk'gk" x Name:C-YN6~-.6 t kAkOvi- Name:-7!3\M\,_-,b,C.}- Title: Title: Title: 7~)t~ccrr Email: email:(c`av~ ~n~4~ ra~wct.y. Email:~ro~, 4 ~~.~b~+.nwr.~ ~i' fCM ~CC~i!C« i(1wfr,~ Phone. a-3 ( Phone~~j ° - 31 Phone A3 -~j0~78 Fax: ..1 c1~ Fax~~_97&.~~ Fax~~ ~7~ ~Q~O Streetoti (,7c:, vk-wr) Street: Street: SGV11-- City: NJlQVY+n City: City: IE::,- State:L.)N State: State: Zip: WO Zip: Zip: L L E Language Learning Enterprises, Inc. 1627 K Street NW Suite 610 Washington, DC 20006 Tel: 1.888.464.8553 Fax: 1.202.785.5584 infoAlle-inc.com www.lie-inc.com