Subcontractor Contract (Terms and Conditions)

Subcontractor Confidentiality Agreement

1. Obligations on the Subcontractor
1.1. The subcontractor confirms that he or she has all necessary licences, permits, and
permissions to complete work assigned.
1.2. The subcontractor will complete the work assigned in compliance with all Acts of Parliament,
court orders and other regulatory requirements.
1.3. The subcontractor will complete the work assigned with the high degree of skill and diligence
normally exercised by recognised professional firms or experienced subcontractors completing
work of a similar type and complexity.
1.4. The subcontractor will complete the work assigned in a manner free from any unreasonable
or avoidable risk to any persons health or safety.
1.5. All materials and equipment used by the subcontractor in the completion of the work
assigned will conform to the Sale of Goods Act 1979 (as amended).
1.6. If the subcontractor is in breach of any of his or her obligations in respect of this contract or
the work assigned, the subcontractor, if required to do so by Lexis, will promptly remedy the
work assigned at his or her own expense. Lexis will be entitled to recover from the subcontractor
any cost incurred by remedial action and attributable to Lexis.
1.7. The subcontractor will not subcontract the work assigned to any other person.
2. Confidentiality
2.1. The subcontractor will not discuss with anyone other than Lexis the details of any work
assigned. Any documents held for Lexis will be secure and no one other than the subcontractor
or Lexis will have access to them.
2.2. The subcontractor will observe the strictest secrecy in respect of any information obtained
as a result of completing the work assigned for Lexis. The subcontractor is strictly forbidden from
divulging any such information to any third party.
2.3. The subcontractor will not use any contact obtained in the completion of the work assigned
to enter a direct agreement with any client of Lexis for any future services. Any such approach
must be referred directly to Lexis.

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Subcontractor Contract (Terms and Conditions)

Subcontractor Confidentiality Agreement
2.4. The information contained in emails, faxes or other written documents is legally privileged
and intended for the subcontractors use only.
2.5. The subcontractor will not liaise with any client of Lexis without express written permission
from Lexis.
2.6. Copyright of all materials related to the completion of the work assigned is transferred to
Lexis.
2.7. Fee structures must not be discussed with Lexiss clients.
2.8. Any breaches of the confidentiality clauses above could result in legal action being taken
against the subcontractor by Lexis.
3. Payment for Services
3.1. The standard invoicing period for the subcontractor is at any point once services have been
received by a Lexis employee and approved for invoicing purposes, unless otherwise agreed in
writing.
3.2. If the subcontractors invoice is deemed correct by Lexis:
3.2.1. Payment will be made within 45 days of receipt of the invoice, unless otherwise agreed in
writing.
3.2.2. The subcontractor will be paid via bank transfer to a UK bank account or via PayPal/Skrill if
located outside the UK. The subcontractor agrees that we do not offer payment by cheque,
unless previously authorised by Lexis.
3.3. The subcontractor will include the preferred method of payment and payment details on
each invoice sent.
3.4. If the subcontractors invoice is deemed incorrect by Lexis, Lexis will notify the subcontractor
and the parties will work together to resolve the invoice so that a correct invoice may be
submitted as quickly as possible
3.5. No payment made by Lexis indicates complete approval of the work assigned. No payment
made by Lexis prejudices any rights that Lexis has against the subcontractor, or absolves the
subcontractor from any obligation or liability imposed on the subcontractor under this contract.
No payment made by Lexis prevents Lexis from recovering any amount wrongly paid to the
subcontractor.
4. Property and Equipment
4.1. Access to any premises of Lexis or any of Lexiss clients in the completion of the work assigned
will be free of charge. The subcontractor will vacate such premises upon the completion of the
work assigned or at any earlier time as determined by Lexis.
4.2. Lexis is under no obligation to provide any office or other accommodation, or any facilities
or services to the subcontractor. The subcontractor is required to provide facilities for the
completion of the work assigned.
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Subcontractor Contract (Terms and Conditions)

Subcontractor Confidentiality Agreement
4.3. The subcontractor retains all risk in relation to his or her equipment and will ensure that all
his or her equipment meets all minimum safety standards as required by law.
4.4. Lexis retains the ownership of any its equipment loaned to the subcontractor.
5. Code of Practice
5.1. The subcontractor should only accept the work assigned when competent to carry it out.
5.2. The subcontractor must complete the work assigned within the times specified. The
subcontractor is expected to be flexible with small changes to the work assigned.
5.3. The subcontractor must at all times be civil to the client and associated persons. Complaints
should be raised with Lexis directly. Under no circumstances should complaints be raised directly
with the client.
5.4. Should the subcontractor be unable to fulfil the contract, he or she must immediately notify
Lexis by telephone and in writing.
6. Indemnity
6.1. The subcontractor is responsible for and shall indemnify, keep indemnified and hold
harmless Lexis against all losses which the indemnified party incurs or suffers as a consequence
of any direct or indirect breach or any negligent performance of the work assigned by the
subcontractor, including in each case any non-performance or delay in performance of the work
assigned or of any breach of statutory duty, misrepresentation or misstatement by the
subcontractor.
7. Relationship of the Parties
7.1. Nothing in this contract or the work assigned constitutes a partnership between the parties.
Neither of the parties will be deemed to be the agent of the other, except as expressly provided
in this contract, or the work assigned. Nothing in this contract or the work assigned renders the
subcontractor an employee, agent or partner of Lexis.
7.2. Each of the parties warrants and represents to the other party that it is entering into this
contract as principal and not as agent for any person and that it will act as an independent
contractor in carrying out its obligations under this contract.
7.3. Subject to any express provisions to the contrary in this contract or the work assigned, the
subcontractor has no right or authority to and will not do any act, enter any contract, make any
representation, give any warranty, incur any liability, assume any obligation, whether express or
implied, of any kind on behalf of Lexis or bind Lexis in any way.
8. Governing Law
8.1. This contract and the work assigned will be governed by and construed in accordance with
the law of England and Wales. Without prejudice to Clause 2, the courts of England will have
exclusive jurisdiction to settle any dispute which may arise out of or in connection with this
contract or the work assigned provided that Lexis has the right in its absolute discretion to
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Subcontractor Contract (Terms and Conditions)

Subcontractor Confidentiality Agreement
enforce a judgement and/or to take proceedings in any other jurisdiction in which the
subcontractor is incorporated or in which any assets of the subcontractor may be situated. The
parties agree irrevocably to submit to that jurisdiction.
Definitions of Terms
Lexis: Lexis Translate Ltd and any of its trading names in the future.
Parties: Lexis and the subcontractor.
Work assigned: Work assigned is as specified in writing between Lexis and the subcontractor to
include but not to be limited to translation and interpretation services.

Signature:
Full Name:
Date:

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