Language Line
Services, Inc!
Master Service Agreement
Master Service Agreement with
Nashua Police Department
Language Line Services, Inc. (the “Company”) and you, the Customer (“Customer” or “you"} (together, the “Parties” and each a
“Party”), agree that the terms and conditions below and in all attachments and addenda hereto will apply to the services provided
by the Company to you under this Agreement.
1.
TERMS OF SERVICE
TERM OF AGREEMENT, This Agreement is a Master Services Agreement for all of the services currently offered by Company
(the “Services”). This Agreement and each of the Services you choose to receive from Company will become effective upon
the signing by both parties of this Agreement and will continue in effect until terminated under Section 12 (“Termination”).
If you continue to request and receive Services after this Agreement has been terminated for any reason, this Agreement
will continue in full force and effect.
PAYMENT TERMS. Fees and any additional terms and conditions for each of the Services are identified in the respective
Services Statements of Work, each of whichis made a part of this Agreement. Customer agrees to pay all undisputed invoiced
charges for Services in full within thirty (30} days of the invoice date. Any disputed charges in an invoice must be identified
to the Company within thirty (30) days of the invoice issue date or right to dispute will be waived by Customer. Customer
shalt not have the right to set-off any disputed amounts. Amounts subject to dispute once resolved will be (i) credited to
Customer on the next invoice {if resolved in favor of Customer}, (ii) added to the next invoice (if resolved in favor of Company)
or (iii) as otherwise mutually agreed upon. Invoices will be sent to Customer's billing address shown in Schedule A hereto,
orto such other address as Customer may specify by giving written notice to Company to CustomerCare@ languageline.com.
If Customer will not be paying for any specific affiliates, those affiliate(s) must be identified on Schedule A and must enter
into a separate Master Service Agreement with Company. If Customer wants Company to identify any such excluded
affiliate(s) by specific name in documentation, please provide a list of the affiliate(s) by name to the Company sales
representative assigned to Customer.
USE OF SERVICES. Customer warrants that it will not (i) resell the Services to any third parties; however, Customer may
charge its own customers, clients or patients for the Services and/or (ii) use the Services in any manner that may violate any
applicable law, rule or regulation. Customer and each affiliate will be assigned a Client Identification Number ("CID") for use
in ordering products and services. Customer shall be solely and fully responsible for charges resulting from the use of these
CIDs, whether or not such use is authorized by Customer.
CONFIDENTIALITY. If the Parties have not signed a Non-Disclosure Agreement, the Parties agree that during the term of this
Agreement and thereafter, neither Party will disclose any of the other's Confidential Information nor any of the other's
customers/clients Confidential Information to any third party and will use Confidential Information only for purposes
specifically contemplated by this Agreement. These obligations do not apply to information that Is expressly identified by a
Party as not being confidential or that is in the public dornain. If either party has been requested to disclose or is required
by discovery request in a litigation, subpoena, civil investigative demand or similar process to disclose any such information
then that party so compelled may disclose such information without liability after giving reasonable notice to the other party
promptly to assert whatever objections the other party desires to prevent such disclosure within such deadlines as are
required by the governing statutes, rules or regulations. For purpose of this Agreement, the term “Confidential Information”
means {a) information identified by a Party as being Confidential Information, (b) personally identifiable personal or health
information protected under a law or regulation, including HIPAA, Graham-Leach-Bliley, and the General Data Protection
Regulation (EU) 2016/679 (the “GDPR”), {c) itis understood by both parties that the customer is subject to NH RSA 91-4
(the “ Right-to Know law”) and has no control over the disclosure of public documents or the utilization of public documents
by others.
COMPANY PERSONNEL, Customer understands and acknowledges that in providing the Services, the Company does not
subcontract any of its Services and its linguist workforce consists of its own employees, individual independent contractor
interpreters and individual interpreters provided through professional interpretation employment companies (collectively,
“LLS Personnel”}. All LLS Personnel are subject to the same quality contro! standards and certification criteria and are
supervised by Company, which is solely responsible for ensuring that that the terms and conditions of its customer
agreements are met. No LLS Personnel are assigned to any specific customer and LLS Personnel availability is based on the
language for which interpretation is sought and the real-time availability of LLS Personnel. Customer hereby approves the
use of all of LLS Personnel.
© 2019 Language Line Services, inc. * One Lower Ragsdale Drive, Bldg. 2° Monterey, CA 93940 © www.LanguageLine.com* « REV 06.17.19 1
