Independent Contractor/Consulting Agreement 

 

AGREEMENT is made as of _________________, 2017 between Academic Language 
Exerts, with an address at 50/6 Mizpe Nevo, Maale Adumim 98410 ISRAEL, company number 
515468254 and ______________ (“Consultant”), bearer of ID/Company # _________- and 
having an address at ______________________________. 

 

WHEREAS, Consultant wishes to perform certain services for ALE; and 

 

WHEREAS, CONSULTANT ACKNOWLEDGES THAT HE IS NOT AN EMPLOYEE OF ALE 
AND WILL NOT BE ENTITLED TO ANY OF THE BENEFITS, RIGHTS OR OBLIGATIONS 
OF AN EMPLOYEE; and 

 

WHEREAS, Consultant acknowledges his obligations to perform his duties diligently, to 
protect the confidentiality of and not to misappropriate the trade secrets, 
confidential and proprietary information and rights of ALE or on behalf of ALE; 

 

WHEREAS, References in this Agreement to the male gender shall apply equally to the female 
gender as well as gender neutral such as for a corporate entity, as appropriate; 

 

NOW THEREFORE, in consideration of the above premises, ALE and Consultant agree to the 
following: 

 

1. Recitals, Headings, and Interpretation. 

 

(a) Preamble. The Recitals of this Agreement and its appendices, if any, are an 
integral part of this Agreement. 

 

(b) Headings. The captions and descriptive headings in this Agreement are 
inserted for convenience only and shall not be used in interpreting the 
Agreement. 

 

(c) Interpretation. Unless the context indicates to the contrary, words and defined 
terms denoting the singular number include the plural and vice versa and the use 
of any gender shall be applicable to all genders. 

 

2. Services. Consultant shall, throughout the term of this Agreement, provide such 
services to ALE or any affiliate of ALE as may be requested by ALE or any affiliate of 
ALE from time to time, including those services described in Appendix A (a copy of 
which is attached hereto and made a part hereof) (together, the “Services”), and shall 
render the Services diligently, conscientiously, efficiently, to the best of his ability and 
promptly for the benefit of ALE or any affiliate of ALE as applicable. Consultant shall 
provide ALE with regular updates regarding his progress and will fully document all 
activities and results for future use, according to industry accepted standards and 
practices. Consultant’s services are personal and may not be assigned nor delegated to 
any other party. Any dispute regarding the quality of the product will be arbitrated by the 
Israel Translators Association. 

 

 

3. Non-Exclusive Services. Throughout the term of this Agreement, the Consultant 
may engage in other activities and provide services to other customers provided that he 
performs his Services to ALE as required and in a diligent manner to the best of his 


ability. The Consultant shall provide the Services on such days and hours and in such 
location which he chooses provided that he meets deadlines, if any set by ALE and 
otherwise dutifully provides the Services to ALE as needed. 

 

4. Term and Termination. This Agreement shall be effective commencing as of the date 
first set forth above and shall continue until terminated by one of the parties hereto (the 
“Term”). Either party may terminate this Agreement upon not less than one month’s 
written notice. 

 

Notwithstanding the above, ALE may immediately terminate this Agreement without 
notice, except to the extent expressly set forth in this clause, upon: 

 

(i) a material breach by the Consultant of his obligations under this Agreement or 
any appendix hereto; or 

 

(ii) the failure or refusal of the Consultant to perform any duties or Services required 
under this Agreement; or 

 

(iii) willful malfeasance or gross negligence by the Consultant in the performance of 
his duties under this Agreement; or 

 

(iv) a project for which the Consultant is to provide the Services is terminated for any 
reason. 

 

provided that in the event of cause under clause (i), 5 days shall have lapsed following 
notice of breach and the Consultant having not cured such breach during said notice 
period. 

 

Upon the termination of this Agreement all of the rights and obligations of the parties 
hereunder shall cease except to the extent expressly set forth herein. Nothing in this 
Section shall relieve a party from (i) any obligations imposed by the provisions of this 
Agreement or appendices which expressly survive termination or expiration, or (ii) any 
liability for damages resulting from an actionable breach of this Agreement by a party. 

 

Upon termination of this Agreement, Consultant agrees to deliver to ALE all writings, 
designs, documents, records, software, source code, data, passwords, files, manuals, 
documentation, equipment, and other materials and all copies thereof, regardless of form 
or the media in which the same may be stored, which contain ALE’s confidential 
information or proprietary interests. 

 

5. Compensation. The fee for the Consultant’s providing services to ALE shall be on the 
basis set forth on Appendix A attached hereto and made a part hereof (the “Fee”). 

 

Consultant shall not be entitled to any other fees, benefits, expense reimbursement nor 
compensation from ALE. 

 

To the extent required by law, Consultant shall provide ALE with a tax receipt 
(Cheshbonit Mas) reflecting the amount payable together with a detailed timesheet 
reflecting the daily services rendered and such other details as reasonably required by 
ALE all as a condition for ALE’s payment of Fees to Consultant upon receipt of which 
by ALE, Consultant will be paid on terms of net +30. 


 

6. Confidentiality. From the date that Contractor first provided services for ALE and 
continuing during the term for which Contractor is to perform Services for ALE and at 
all times thereafter, Contractor agrees not to disclose to others, not to use personally nor 
permit the use for the benefit of himself or any third party or otherwise permit the use of 
Confidential Information, and Contractor agrees to use such Confidential Information 
only on behalf of ALE, as required in connection with the performance of his Services 
for ALE or as authorized in writing by ALE. This undertaking includes all Confidential 
Information whether developed by ALE, by Contractor by ALE’s customers or by 
others. 

 

 “Confidential Information" shall include any proprietary or confidential information not 
generally known to the public or in the relevant trade or industry, whether with respect to 
the Services, ALE, its customers, text or other material submitted by ALE’s customers 
and translations thereof, private messages and documents, business plans, work product 
or otherwise, which was obtained from ALE or which was learned, discovered, 
developed or originated by ALE or Contractor in connection with or as a result of the 
performance of services by Contractor to or on behalf of ALE. 

 

The provisions of this section shall survive termination of this Agreement. 

 

7. Intellectual Property. 

 

Contractor agrees and declares that all copyrights, trade secrets, patents, mask works, 
software, designs and other intellectual property rights (the “IP Rights”) conceived, 
prepared, drafted or developed, by or with the contribution of Contractor’s efforts during 
the term of Contractor’s consultation with ALE, or prior thereto, shall be the sole 
property of ALE whether made or acquired (i) at the premises of ALE or (ii) with the 
assistance of materials supplied by ALE. Consultant hereby assigns all of such IP Rights 
to ALE for no additional compensation. Consultant further waives any moral rights with 
respect to the Services and waives any right to receive any credit or recognition for his 
work. 

 

 Contractor represents and warrants that his work product does not and will not infringe 
or misappropriate any copyright or other intellectual property interest of any third party. 

 

The provisions of this section shall survive termination of this Agreement. 

 

8. Exclusivity. During the term of this Agreement and for a period of 2 years after 
Contractor ceases to provide services to ALE, Contractor shall not provide services, 
including without limitation the Services to any customer which is or was, to the best of 
their knowledge, an ALE customer during the term of this Agreement. The provisions of 
this Section shall survive termination of this Agreement. 

 

9. Independent Contractor. It is expressly agreed that Consultant is acting as an 
independent contractor only in performing the Services hereunder and not as an 
employee. This is not an employment agreement and nothing contained herein shall be 
construed to create an employment agreement between the parties at any time or for any 
period of time. 

 


10. Rights and Remedies Non-Exclusive. Consultant acknowledges and agrees that the 
rights and remedies of ALE pursuant hereto are in addition to and not in lieu of any and 
all rights and rights and remedies to which ALE may be entitled at law. ALE shall have 
the right to enforce this Agreement and any of its provisions by injunction, specific 
performance or other equitable relief, without bond and without prejudice to any other 
rights and remedies that ALE may have for a breach of this Agreement. Without 
derogating from the foregoing, if Contractor violates the provisions of Section 8 above, 
then in addition to any other rights which ALE may have, Contractor shall refund to ALE 
all Fees received by Contractor from ALE and shall, in addition, pay to ALE an amount 
equal to the total of such Fees plus all amounts earned by Contractor in violation of 
Section 8 above together with interest thereon. 

 

11. Governing Law; Jurisdiction. This Agreement shall be governed in all respects, 
whether as to validity, construction, capacity, performance, or otherwise, by the laws of 
the State of Israel. Any claims arising out of this Agreement shall be brought in 
Jerusalem, and both parties agree to the exclusive jurisdiction of such courts. 

 

12. Entire Agreement. This Agreement, together with any appendices and documents 
incorporated herein by reference, sets forth the entire understanding of the parties with 
respect to the subject matter hereof and supersedes any and all prior agreement, 
arrangements and communications between the parties concerning such subject matter, 
whether oral or written. 

 

13. Amendments. No change or amendment to this Agreement shall be valid unless in 
writing and signed by both parties. 

 

14. Waiver. The waiver by any party hereto of a breach of any provision of this Agreement 
shall not operate or be construed as a waiver of any subsequent or other breach by such 
party. The failure to enforce any provision(s) of this Agreement shall not be construed as 
a waiver of such provision(s). 

 

15. Notices. Any notice required to be given hereunder shall be delivered personally, sent 
by pre-paid registered mail or sent by email with a copy sent by postal mail. 

 

IN WITNESS WHEREOF, the parties have signed this Agreement in duplicate as of the date 
first set forth above. 

 

 

 ___________________ _________________________ 

 Consultant ALE 

 

 

 

 

 

 

 


“APPENDIX A” 

 

SERVICES 

 

Consultant will provide the following services to ALE: 

 

Translation, Editing, Proofreading, Academic Formatting 

 

Fees: Fees shall be payable by ALE to Consultant during the Term on the following basis: 

 

The fees will be determined for each respective project prior to commencing work and will be 
confirmed by the consultant via email prior to start of work. Consultants will have the 
opportunity to decide if they choose the rate set for each respective project.