e-interpreters 10/5/2016 - Laserfiche WebLink

MASTER SERVICES AGREEMENT This agreement ("Agreement") between 1Lingua LLC dba e-interpreters, a Washington State Limited Liability Company located at 9024 W Mall Dr. Everett, WA, 98208-2100 ("e-interpreters") and City of Everett Municipal Court, a Washington State Court located at 3028 Wetmore Ave., Everett, WA 98201 ("Client"), is effective as of the date executed by the parties. RECITALS Client desires to engage e-interpreters to provide Client access to the current version of e-interpreters' online interpreter management services and program named 1Lingua ("Service") pursuant to the terms set forth in this Agreement and its attached statement of work ("SOW"), and e-interpreters desires to be engaged by Client on such terms and conditions. AGREEMENT 1. RETENTION OF E-INTERPRETERS;SERVICES TO BE PERFORMED. Client retains e-interpreters to provide access to the Service as set forth in this Agreement and any attached SOW, incorporated by this reference. e-interpreters shall have the discretion to assign its employees and independent contractors to perform under this Agreement as necessary and appropriate. 2. INDEPENDENT CONTRACTOR; No AGENCY. In performing under this Agreement, e-interpreters will act as an independent contractor with respect to Client. The parties do not intend to enter into a joint venture, partnership or employment arrangement by entering into this Agreement. 2.1. CONTROL AND EQUIPMENT. In performing under this Agreement, e-interpreters agrees to provide its own equipment, tools and materials. e-interpreters shall perform under this Agreement in a timely manner, with the highest degree of professionalism and utilizing e-interpreters' expertise and creative talent, consistent with industry standards, and at a location, place and time which e-interpreters deems appropriate. e-interpreters may enter into any contract with other entities, except any contract which would induce e-interpreters to violate this Agreement. 2.2. TAXES AND LABOR LAWS. e-interpreters shall have full responsibility for applicable withholding taxes for all compensation paid to e-interpreters by Client, and for compliance with all applicable labor and employment requirements with respect to e-interpreters' business organization and e-interpreters' agents, partners, independent contractors and employees, if any, including state worker's compensation insurance coverage requirements and any U.S. immigration visa requirements. Any and all•employees of e-interpreters, while engaged in the performance of any work or service required of e-interpreters under this Agreement, shall be considered employees of e-interpreters only and not of Client, and any and all claims that may or might arise under the Workers' Compensation Act on behalf of said employees while so engaged, and any and all claims made by a third party as a consequence of any negligent act or omission on the part of e-interpreters or e-interpreters' employees while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of e-interpreters. e-interpreters hereby agrees to indemnify, defend, and hold Client harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor, or employment requirements, including any liability for, or assessment of, withholding taxes imposed on Client by the relevant taxing authorities with respect to any compensation paid to e-interpreters or e-interpreters' agents, partners, or its employees or contractors.