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English to Chinese - Rates: 0.04 - 0.06 USD per word / 10 - 25 USD per hour Chinese to English - Rates: 0.04 - 0.06 USD per character / 10 - 25 USD per hour
English to Chinese: Sample of Agreement Translation
Source text - English Research Services Agreement
This Research Services Agreement (the “Agreement”), effective as of July 1, 2008 (“Effective Date”), is entered into by and between Nankai University (“Nankai”) and Vertex Pharmaceuticals Incorporated. Nankai and Vertex are each singularly referred to herein as a “Party,” and are collectively referred to as the “Parties.”
Whereas, Vertex is engaged in the research, development and commercialization of pharmaceutical products;
Whereas, the Parties desire that Nankai perform, on the terms set forth herein, synthesis of Vertex-selected pyridine-based scaffold cores for the purposes of (a) demonstrating the feasibility of Nankai’s chemistry services and proprietary processes for meeting Vertex’s future needs for certain synthetic chemistry and (b) producing compounds for possible Project, development and commercial use by Vertex; and
Whereas, Nankai has received all approvals necessary under applicable laws, rules and regulations of People’s Republic of China (“PRC”) to be legally bound by the terms and conditions of this Agreement.
Now, therefore, in consideration of the promises and mutual covenants set forth herein, Vertex and Nankai agree as follows:
Section 1. Definitions. The following terms when capitalized, will have the indicated meanings:
“Budget” has the meaning set forth in Section 4 hereof.
“Confidential Information” means all information which is disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) hereunder or to any of the Receiving Party’s employees, consultants, affiliates, licensees or sublicensees, except to the extent that the Receiving Party can demonstrate by written record or other suitable physical evidence that such information, (a) as of the date of disclosure is demonstrably known to the Receiving Party other than by virtue of a prior confidential disclosure to such Party; (b) as of the date of disclosure is in, or subsequently enters, the public domain, through no fault or omission of the Receiving Party; (c) is obtained from a third party having a lawful right to make such disclosure free from any obligation of confidentiality to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to, use of, or reliance upon any Confidential Information of the Disclosing Party. For the avoidance of doubt, Project IP is Confidential Information of Vertex.
“Plan” means the written plan provided by Vertex and attached hereto on Exhibit A, as may be updated from time to time during the Term by agreement of the Parties.
“Project” means the activities contemplated by the Plan.
“Project IP” means Technology invented, improved, discovered, developed, conceived of, or reduced to practice by Nankai, Vertex or both, in the course of the Project.
“Project Material” means the material produced, isolated, identified or characterized by Nankai in the course of performance of the Project.
“Nankai Background IP” means Technology invented, improved, discovered, developed, conceived of, reduced to practice, acquired or licensed by Nankai as of the Effective Date or after the Effective Date through efforts outside of the Project.
“Technology” means technology, information, data, results, know-how, methods, processes, formulations, techniques, ideas, inventions, discoveries, improvements and materials, whether or not patented or patentable, copyrighted or copyrightable, including all intellectual property rights therein.
“Third Party Claim” has the meaning set forth in Section 8.1 hereof.
Section 2. Nankai Performance, PRC Approval, and Communications.
2.1 Performance of Project. Nankai will allocate sufficient time, effort, equipment and facilities to perform the Project, including performance by Nankai employees with sufficient skills and experience as required to accomplish the objectives of the Plan and this Agreement. Nankai will conduct the Project in good scientific manner and in compliance in all material respects with all requirements of applicable laws, rules, regulations and sound scientific laboratory practices.
2.2 PRC Approval. Within ten (10) days of the Effective Date, Nankai will provide Vertex with written documentation, reasonably acceptable to Vertex, evidencing under applicable PRC law, rules and regulations, Nankai’s compliance with the representations set forth in Section 7.1 hereof.
2.3 Communications.
2.3.1 Party Representatives. The individual representing Nankai (the “Investigator”) will be Professor Zhengming Li and the individual representing Vertex (the “Project Manager”) will be Tiansheng Wang. The Investigator and Project Manager will have primary responsibility for day-to-day interactions between the Parties with regard to the Project.
2.3.2 Meetings. The Parties will hold project team meetings via teleconference or in person, on a periodic basis as agreed upon by the Investigator and Project Manager and with such additional representatives present as agreed upon by the Investigator and Project Manager.
2.3.3 Reports. Nankai will provide the interim report (the “Interim Report”) as scheduled in the Plan and a final report (the “Final Report”) within sixty (60) days of completion of the Project. Nankai will include details of synthetic routes and methodologies used in the Interim Report and Final Report, as applicable, and will provide Vertex, if requested, with copies of raw data produced during the Project.
2.3.4 Collaboration Agreement. At any time during the Term or following completion of the Project and in each case, upon mutual agreement, Nankai and Vertex may discuss entering into an agreement pursuant to which Vertex and Nankai would work collaboratively to apply Nankai’s synthetic chemistry capabilities to additional Vertex projects. For the avoidance of doubt, neither Party is obligated to enter into any such discussions or agreement.
Section 3. Project Material. Nankai will provide Vertex, or Vertex’s designee, with the Project Material in the quantities specified in the Plan, as permitted by applicable law.
Section 4. Budget and Invoices. Subject to Nankai’s on-going fulfillment of its obligations under this Agreement, Vertex will provide consideration as set forth in the budget (the “Budget”) below. Payments to Nankai in consideration for performing the Project during the Term will be made against Nankai’s invoices, which invoices will be sent promptly following completion of the indicated milestone event. Vertex will pay such invoices within thirty (30) days of receipt. Unless otherwise agreed upon in writing, Vertex will not be liable for payments in excess of USD$35,000. Funding provided by Vertex under this Agreement will be applied by Nankai exclusively for performance of the Project (including salaries and overhead in accordance with the procedures established at Nankai) in accordance with the Budget.
Budget
Milestone Event Amount to be Invoiced by Nankai
Full execution of this Agreement USD$17,500
Delivery of Interim Report to Vertex USD$17,500
Section 5. Intellectual Property.
5.1 Project IP. Nankai will promptly notify Vertex in writing of all Project IP. All right, title and interest in and to Project IP will vest solely in Vertex and Nankai hereby assigns to Vertex all of its right, title and interest in and to any and all Project IP. Nankai will cause its personnel, to execute such instruments and documents and take such other actions as Vertex will reasonably request in connection with the foregoing assignments, without the requirement of any further consideration.
5.2 License Grant. Nankai hereby grants to Vertex a sublicensable, transferable, irrevocable, worldwide, royalty-free, fully paid up, non-exclusive license to use Nankai Background IP that was used, or provided for use, by Nankai in the Project as needed to participate in the Project and for internal research and development of Project IP.
Section 6. Confidentiality and Publication.
6.1 Confidentiality. All Confidential Information will be maintained in confidence by the Receiving Party and will not be disclosed to any third party or used for any purpose except as set forth herein without the prior written consent of the Disclosing Party; provided that Vertex will be permitted to disclose Nankai Confidential Information to Vertex subject to written obligations of confidentiality at least as restrictive as those set forth herein. If either Party is required by judicial or administrative process to disclose Confidential Information that is subject to the non-disclosure provisions of this Section 6.1, the Receiving Party will promptly inform the Disclosing Party of the disclosure that is being sought in order to provide Disclosing Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process will remain otherwise subject to the confidentiality and non-use provisions of this Section 6.1.
6.2 Publication. Nankai agrees it will not publish or publicly present results of the Project without Vertex’s prior written consent.
6.3 Use of Name. Neither Party will employ or use the name of the other Party in any press release, promotional materials or advertising without the prior express written permission of the other Party.
Section 7. Representations and Warranties.
7.1 Nankai’s Representations and Warranties. Nankai represents and warrants the following to Vertex:
(a) it has the full right, power and authority to enter into this Agreement and to cause the performance of the Project as set forth in this Agreement;
(b) this Agreement has been duly executed and delivered by Nankai and constitutes its valid and binding obligation, enforceable against Nankai in accordance with its terms; and
(c) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of Nankai.
7.2 Vertex’s Representations and Warranties. Vertex represents and warrants the following to Vertex:
(a) it has the full right, power and authority to enter into this Agreement;
(b) this Agreement has been duly executed and delivered by Vertex and constitutes its valid and binding obligation, enforceable against Vertex in accordance with its terms; and
(c) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of Vertex.
Section 8. Indemnification.
8.1 Vertex Indemnification. Except to the extent due to the negligence or willful misconduct of Vertex, Nankai will indemnify, defend and hold Vertex, and its directors, officers, employees and agents, harmless from and against any claims of damages (including any claim of intellectual property infringement), bodily injury, death, or property damage made by a third party (a “Third Party Claim”) to the extent arising from Nankai’s: (a) gross negligence or willful misconduct; or (b) material breach of this Agreement.
8.2 Nankai Indemnification. Except to the extent due to the negligence or willful misconduct of Nankai, Vertex will indemnify, defend and hold Vertex, and its directors, officers, employees and agents, harmless from and against any claims of damages resulting from a Third Party Claim to the extent arising from Vertex’s: (a) gross negligence or willful misconduct; or (b) material breach of this Agreement.
8.3 Process and Defense of Claims. If either Party (the “Indemnified Party”) intends to claim indemnification under this Section 8, it will promptly notify the other Party (the “Indemnifying Party”) in writing of any Third Party Claim for which it intends to claim such indemnification. The Indemnified Party will permit the Indemnifying Party to control the litigation and/or settlement of such Third Party Claim, and cooperate fully with the Indemnifying Party in all matters related thereto, provided that unless Indemnified Party agrees otherwise, (a) counsel appointed by the Indemnifying Party to defend the Indemnified Party will not take any position which, if sustained, would cause the Indemnified Party not to be indemnified by the Indemnifying Party; and (b) no settlement will involve any terms binding on the Indemnified Party except payment of money to be paid by the Indemnifying Party.
Section 9. Term and Termination.
9.1 Term. The term (“Term”) of this Agreement will commence on the Effective Date and continue in full force and effect until the earlier of (a) June 30, 2009, subject to one or more extensions of the Term, which will be agreed upon by the Parties, if at all, in the last ninety (90) days of the Term or prior extension of the Term; (b) the completion of all activities under the Plan, or (c) termination of this Agreement as set forth in Section 9.2.
9.2 Termination.
(a) Each Party will have the right to terminate this Agreement upon a material breach by the other Party of any material obligation or condition, effective thirty (30) days after giving written notice to the breaching Party of such termination, which notice will describe such breach in reasonable detail.
(b) Vertex will have the right to terminate this Agreement, without cause, upon sixty (60) days’ written notice to Nankai.
9.3 Survival. The provisions of Sections 1, 2.3.3, 5, 6, 7, 8, 9.3 and Section 10 will continue in full force and effect following any termination or expiration of this Agreement.
Section 10. Miscellaneous.
10.1 Assignment and Sub-contracting. This Agreement is specific to Nankai and is not transferable or assignable, nor may any obligation hereunder be subcontracted to a third party by Nankai.
10.2 Relationship of the Parties. Nothing in this Agreement will create, evidence or imply any agency, partnership or joint venture between the Parties. Except as provided herein, neither Party will act or describe itself as the agent of the other Party nor will it represent that it has authority to make commitments on behalf of the other Party.
10.3 Waiver. Failure or delay by either Party to exercise any right or remedy under this Agreement will not be deemed to be a waiver of that right or remedy, or prevent it from exercising that or any other right or remedy on that occasion or on any other occasion.
10.4 Interpretation; Entire Agreement. If any provision of this Agreement is found by a court or other competent authority to be void and/or unenforceable such provision will be deemed to be deleted from this Agreement and the remaining provisions of this Agreement will continue in full force and effect. The Parties will attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision that achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision. This Agreement constitutes the entire agreement and understanding of the Parties relating to the subject matter hereof and supersedes all prior oral and written agreements, understandings or arrangements between them relating to such subject matter.
10.5 Amendments. No variation, amendment, modification or supplement to this Agreement will be valid unless made in writing and signed by the duly authorized representative of each Party.
10.6 Notices. Any notice given under this Agreement will be in writing in the English language and will be sent (a) recognized air courier, (b) by pre-paid certified mail, return receipt requested, or (c) by fax confirmed by pre-paid first class mail to the address set forth below or to such other address as may from time to time be designated by notice given in the manner herein provided. Such notice will be deemed to have been received:
(a) in the case of air courier, one business day after dispatch;
(b) in the case of certified mail, upon receipt; or
(c) in the case of fax, on acknowledgment by the recipient facsimile receiving equipment on a business day provided that such acknowledgment occurs before 5:00 pm local time of the recipient on the business day of acknowledgment and in any other case on the business day next following the date such fax is sent.
All notices to Nankai will be sent to the following address:
All notices to Vertex will be sent to the following address:
Vertex Pharmaceuticals Incorporated
130 Waverly Street
Cambridge, MA 02139
Attn: Vice President, Strategic Project Alliances
With a required copy, Attn: General Counsel.
10.7 Governing Law and Disputes. The construction, validity and performance of this Agreement will be governed in all respects by the laws of the People’s Republic of China. Any dispute arising from or in connection with this Agreement should be settled through friendly negotiations. Should no settlement be reached through negotiations, the dispute shall then be submitted to the China International Economic and Trade Arbitration Commission in Beijing for arbitration which shall be conducted in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.
10.8 Construction. The Parties acknowledge and agree that: (a) each Party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (b) the rule of construction to the effect that any ambiguities are resolved against the drafting Party will not be employed in the interpretation of this Agreement; and (c) the terms and provisions of this Agreement will be construed fairly as to each Party and not in favor of or against either Party, regardless of which Party was generally responsible for the preparation of this Agreement.
10.10 Counterparts. This Agreement may be executed in any number of counterparts and by the Parties by separate counterparts, each of which when so executed will be an original, and all of which will constitute one and the same instrument.
As a professional translator and big fan of languages, I love and enjoy translation, especially legal and financial translation. As interests lead to endeavors, I conducted a deep research into Securities Act of 1933 of English-Chinese version and other legal books, from which I benefit a lot. With a commitment to the client’s satisfaction, I care about not only each single word but also the whole context, because I fully understand what quality means to each of my clients, and what it means to me in terms of a long-standing collaboration. I believe my strong passion for translation and intensive translating experience will enable me to provide translation services satisfactory to my clients.
About me:
3 years in English-Chinese translation (BA in English).
Full-time freelancer since May 2009
From July 2007 until June 2009 I worked as the only professional translator in a financial consulting company which mainly engages to assist domestic corporations of high reputation to get listed by way of reverse merger in American stock exchange. Working at this financial company had exposed me to various types of text from legal and financial fields, and working under pressure in this company has earned me extensive experience in translating various legal and financial documents from English into Chinese and vice versa.
During my time at the financial company, I had also accepted freelance work on a part-time basis. Now that I'm a full-time freelance translator, I can accept more work at shorter notice with shorter deadlines.
Specialize in:
● Law
● Finance
● Tourism & travel
● Education & training
● General topics (conversation, greetings, letters, etc.)
Satisfied Clients (Both Direct and Indirect):
◆ United Overseas Bank
◆ Heckmann Corporation
◆ Standard Chartered Bank
◆ Bank of Tokyo-mitsubishi UFG
◆ Huawei Technologies Co., Ltd
◆ Development Bank of Singapore
◆ China Water & Drinks Corporation
◆ Morris, Nichols, Arsht & Tunnel LLP
◆ Cadwalader, Wickersham & Taft LLP
◆ Overseas Chinese Bank Corporation
◆ China Securities Regulatory Commission
◆ Lvmh (Shanghai) Management & Consultancy Co., Ltd
… to name but a few.
Projects Completed:
▲ Unit Trust Terms and Conditions from DBS (10, 000 words from English to Chinese)
▲ C.V. translation for former members of the National Committee of CPPCC including Ms. Yang Lan, Mr. Wu Jichuan and Wang Zhongfu etc., and for members of management of China Mobile including Mr. Li Zhengmao, Ms. Li Mofang and Zhang Ligui etc. (more than 5, 000 words from Chinese to English).
▲ Website localization about Philips Senseo® coffee maker (4,000 words or so)
▲ Translation of Annul Reports of UOB (China), OCBC (China) Bank, Standard Chartered Bank (China), Bank of Tokyo-mitsubishi UFG (China) etc from Chinese into English with a volume of more than 120,000 words.
▲$62,000,000 Ohio Air Quality Development Authority 36,000,000Variable Rate Demand Revenue Bonds, Series 2004 A 26,000,000 Taxable Variable Rate Demand Revenue Bonds, Series 2004 B (AK Steel Project) (30,000 words from English into Chinese)
▲ Compliance Manual of Standard Chartered Bank and its Speak-up Policy, Group Complaints Policy, Information Security Policy, Personal Account Dealing Policy, Risk Reporting Procedures, Relationship with Regulators Policy and many other policies (40, 000 words from English into Chinese)
▲ Translation of Some Articles of U.S. Constitution: 16 U.S.C. § 824d, 15 U.S.C. § 717, 15 U.S.C. § 717c and 15 U.S.C. § 717d etc. (25,000 words from English into Chinese)
▲ Research Agreements of Vertex Pharmaceuticals Incorporated with Nankai University and Sichuan University (6, 000 words)
▲ Letter of Intent/Contract (6,000 words)
▲Achievo Master Agreement (6,000 words)
▲Several contracts from Huawei (5,000 words or so), and Guide to Doing Business in Lebanon (16, 000 words from English to Chinese)
▲ The Passport under MIFID, Risk Management Principles for UCITS and relevant documents from CESR (21,000 words from English to Chinese)
▲ Certificate of Incorporation of Golden Maple Limited and other Certification related documents (3,000 words from English to Chinese)
▲ Complaint drafted by Cadwalader, Wickersham & Taft LLP for China Water & Drinks Inc. against Heckmann Corporation ( 5, 000 words from English to Chinese)
▲ Supplementary Leasing Contract between Jin Feng Co., Ltd and DBS (Guangzhou) (6,000 words from Chinese to English)
▲ Labor Contract of Beijing Hengfa Wine Co., Ltd (more than 3,000 words from Chinese to English)
▲Trademark License Agreement by and between two SGS companies (5,000 words from English to Chinese)
…to name but a few.
Rates:
My usual rate is between USD 0.04 and USD 0.06 per source word for translation. The minimum charge is EUR / USD 25.00. Payment is accepted in most currencies. I prefer payment by wire transfer.
Contact me:
For more details about how I can help you, please feel free to reach me by via e-mail at vaittao@163.com.
Keywords: law, finance, articles of incorporation, contract, agreement, 8-K, pubulic company
