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<br />No: GB2307006307
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<br />INTERPRETER SERVICES AGREEMENT
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<br />TELE-L'iTERPRETERS LLC, a California limited Iiabiliry company ("Company") and CASS COUNTY STATE'S
<br />ATTOR;'{EY, a North Dakota Government Entity, on behalf of itself and its subsidiaries and affiliated companies,
<br />("Customer"), agree to the temlS and conditions set forth belm\' in connection with "over-the-phone interpreting services"
<br />("Services") requested from Customer and to be provided by Company:
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<br />1. SERVICES: The Services to be performed by Company shall consist of the provision of langnage-interpreting services
<br />over the telephone twenty-four (24) hours per day, each day during the term hereof, as requested by Customer. The
<br />Services shall be performed by Company in a manner consistent with the degree of care and skill standard in the language-
<br />interpreting services industry. Company randomly monitors interpreter calls for quality control purposes. Company
<br />warrants and represents that it can provide language-interpreting services for the languages listed in Schedule A.
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<br />2. TERM AND TERMIl"A nON: This Agreement shall be in effect for a period of two (2) years commencing on July
<br />15, 2007 ("the "Effective Date") and terminating on the day immediately preceding the second anniversary of the Effective
<br />Date ("Initial Term"). This Agreement may be extended for an additional one (1) year term ("Extended Term") beyond
<br />the Initial Term by written agreement of the Customer and Company. Customer and Company reserve the right to
<br />terminate this Agreement in the event the other party shall fail to perform any of the obligations in this Agreement (unless
<br />such failure is caused by a material act or omission by the party seeking termination) and, except as otherwise provided in
<br />Section 6. below, such failure shall continue for period of thirty (30) days after written norice thereof. Customer shall be
<br />liable for payment for all Services performed through the date of termination.
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<br />3. FEES: Customer will be billed at a rate of $1.49 per minute for Services provided. In addition, Customer will be billed
<br />an additional $0.24 per minute for any third party calls made by Company for Customer. There shall be no price inctease
<br />during the Initial Term. Company will provide Customer written notice of any price increase to be effective during the
<br />Extended Term not less than sixty (60) days prior to the end of the Initial Term.
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<br />4. INVOICES AND PAYMENTS: Company will bill Customer monthly by invoice lor Services provided. Payments by
<br />Customer are due by check, electronic funds transfer or credit card within thirty (30) days of the invoice date. A finance
<br />charge may be assessed on all unpaid balances outstanding over thirty (30) days at the lesser of eighteen percent (] 8%) per
<br />annum (1-1/2 % per month) or the maximum amount permitted by law.
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<br />5. INDEPENDENT CONTRACTOR: The panies agree that Company's relationship to Customer is that of an independent
<br />contractor and that nothing contained in the Agreement shall be construed as creating any other type of relationship.
<br />Company may employ such arrangements as it deems appropriate \Vith respect to the performance of the Services.
<br />Interpreters utilized by Company are not employees or agents of Customer in any respect. Company is responsible for the
<br />payment of compensation to its interpreters and for the withholding and remittance of all applicable federal, state or
<br />municipal taxes related thereto.
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<br />6. USE OF SERVICE: Customer shall not, for any reason, use Company's interpreters for illegal or improper purposes.
<br />Customer shall not at any time, separate and apart from this Agreement, solicit the services of any of Company's
<br />interpreters or hire, or attempt to hire, any of Company's interpreters. Notwithstanding the provisions of Section 2, above,
<br />a breach of any provision of this Section 6 shall be deemed a noncurable breach of this Agreement and Company may, by
<br />written notice, immediately terminate this Agreement.
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<br />7. CONFIDENTIAL INFORJvL<\TION: For the purpose of this Agreement, and except as otherwise provided in Secrion 9,
<br />below, "Confidential Information" is defrned as that information received by a pany ("recipient") from the other party
<br />("discloser") in \\'Titten, graphic, tangible, electronic or magnetic form, and oral information, including, but not limited to,
<br />that which constitutes, represents, evidences, or records a scientific, technical, merchandising, production or management
<br />infonnation design, process, procedure, formula, invention or improvement, or financial, or other business aspect or
<br />activity of the discloser, which derives economic value, actual or potential, from not being generally kno\vn to, and not
<br />being readily ascertainable by proper means by, other persons or entities not in some way affiliated with the discloser who
<br />could obtain economic value from its disclosure. Company and Customer each acknowledge that the other considers its
<br />OV.11 Confidential Information to constitute a "trade secret" under applicable law. Company and'Customer shall hold the
<br />other party's Confidential Information in trust and confidence using the same level of care as would be used to protect its
<br />own Confidential Informarion from disclosure, and will not disclose the Confidential Information of the other party to any
<br />person, except as provided in Section 9. In connection therewith, all interpreters used by Company are required to sign a
<br />confidentiality agreement with regard to all calls and arc aware that state and federal law prohibits disclosure of these
<br />communications. Upon termination or expiration of this Agreement, each party shall return to the other party all of its
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