Benoit Language Services, Inc. (“BLS”) a corporation based out of Massachusetts, and you, the interpreter, agree that the terms and conditions shown below this Agreement will apply to the following BLS Training and Testing Services provided to you: a) Fraud, Waste and Abuse Training (“FWA Training”) b) the Health Insurance Portability and Accountability Act (“HIPAA Training”) c) the English Language Proficiency Test and d) the Interpreter Skills Assessment Service Test. The Testing Services and Training Services are collectively referenced in this Agreement as the “Training Materials”.
The interpreter shall hold in strict confidence and trust all Confidential Information (as defined below) and agrees not to disclose or otherwise provide or transfer, directly or indirectly, any Confidential Information or anything related to the Confidential Information to third parties, including, without limitation, the interpreter’s affiliates, subsidiaries and business partners, without the prior consent of BLS. Interpreter who subcontracts shall require any of its employees or agents who obtain Confidential Information to comply with this Agreement and shall also be responsible for any breach of this Agreement by the third party.
As used in this Agreement, the term “Confidential Information” means any information BLS discloses to the interpreter, its employees or agents, including, but not limited to, BLS information and methods relating to proficiency training or testing of interpreters, the reports of the results of any proficiency tests; trade secrets; techniques; processes; discoveries; analyses; concepts; ideas; names; addresses; and any other characteristics, identifying information, or aspects of BLS business employees, vendors or suppliers; or any information derived, summarized or extracted from any assignment.
You, the interpreter, have the right to privacy regarding the Training Materials and we, Benoit Language Services, have the right to confidentiality of materials and methods. This includes copying and distribution of all materials, whether verbally or in writing.
If the interpreter fails to comply with this Agreement, BLS may suffer irreparable harm, which may not be adequately compensated for by monetary damages alone. Therefore, in the event of a breach or threatened breach of this Agreement, BLS will be entitled to equitable relief.
Language services are, by their nature, subjective and results may vary. Benoit Language Services makes no representation, warranty or guarantee, expressed or implied, about the language services or certification of language proficiency based on training or testing results or documents or certification issues as a result of an individuals’ participation in the language services. BLS specifically disclaims any warranty or condition of merchantability.
Both parties are freed from liability or obligation when an extraordinary event or circumstance beyond the control of the parties, such as a war, strike, riot, crime or a natural disaster (such as hurricane, flooding, earthquake, volcanic eruption, etc.). A party is not liable under this Agreement for non- performance caused by events or conditions beyond that party’s control if the party makes reasonable efforts to perform.
This Agreement is the parties’ entire agreement relating to the Training Materials. It supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representation and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgement, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification to this Agreement will be binding unless in writing and signed by an authorized representative of each party. If any provision, or part thereof, in this Agreement is held to be invalid, void or illegal, it shall be severed from this Agreement and shall not affect, impair, or invalidate any other provision, or part thereof.
Any expressed waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement.
The obligations of the parties under this Agreement, which by their nature should continue beyond the termination or expiration of this Agreement will remain in effect after termination or expiration.
Any action related to this Agreement will be governed by Massachusetts law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply.