Draft agreement for review and electronic signature
Company: IntPort Inc. Interpreter:— Email:—
This Independent Contractor Agreement (“Agreement”) is between IntPort Inc. (“IntPort”) and the interpreter identified above (“Interpreter”). It governs interpreting assignments that Interpreter voluntarily accepts through IntPort.
1. Independent Contractor Relationship
Interpreter performs services as an independent contractor and not as an employee, partner, joint venturer, or agent of IntPort. Interpreter has no authority to bind IntPort. Nothing in this Agreement creates an employment relationship or guarantees employee benefits.
2. Freedom to Accept Assignments; No Guaranteed Work
IntPort may offer assignments from time to time. Interpreter is free to accept or decline any assignment without penalty before acceptance. IntPort does not guarantee any minimum number of assignments, hours, or income. Interpreter is free to provide services to other agencies, companies, or clients, including competitors of IntPort, subject to confidentiality, conflict-of-interest, and assignment-specific obligations.
3. Control of Work and Independent Business
Interpreter controls Interpreter’s independent business, schedule, and manner of performing services, subject to the agreed assignment time and location, applicable law, professional interpreting standards, client-site rules, and the results required for the accepted assignment. Interpreter ordinarily provides Interpreter’s own transportation, telephone, internet access, computer, headset, and other ordinary business tools unless an assignment states otherwise.
4. Qualifications and Accuracy
Interpreter represents that all information, certifications, licenses, experience, languages, rates, and documents provided to IntPort are accurate and current. Interpreter will promptly update IntPort if any material information changes and will accept only assignments for which Interpreter is professionally qualified.
5. Interpreter Photo and Client Familiarity
Interpreter authorizes IntPort to provide Interpreter’s profile photograph to the client or requesting organization so the client knows whom to expect, has a sense of familiarity before the assignment, and can begin the interaction in a more comfortable and welcoming manner. The photograph may be used for assignment-related communications but will not be used by IntPort for unrelated advertising or marketing without separate permission.
6. Professional Conduct and Accuracy
Interpreter will perform accepted assignments professionally, accurately, impartially, and punctually and will follow applicable professional codes of ethics and standards. Interpreter will not knowingly add, omit, alter, or summarize meaning except when required by recognized interpreting practice or expressly requested in a manner consistent with professional obligations.
7. Confidentiality and Privacy
Interpreter will protect confidential, privileged, personal, medical, legal, business, and other sensitive information learned through an assignment. Interpreter will comply with applicable privacy and confidentiality requirements, including HIPAA when applicable, court requirements, and lawful client instructions. Confidential information may be used only as necessary to perform the assignment.
8. Conflicts of Interest and Impartiality
Interpreter must remain impartial and disclose to IntPort, before accepting an assignment or as soon as the issue becomes known, any actual or potential conflict of interest that could reasonably affect—or appear to affect—Interpreter’s neutrality, independence, or professional judgment. This includes a material personal, family, financial, employment, business, or prior professional relationship with a party, attorney, witness, patient, provider, organization, or matter involved in the assignment. Interpreter must not accept or continue an assignment when a conflict materially interferes with impartial performance unless the conflict has been disclosed and IntPort and, when appropriate, the client have approved proceeding.
9. Assignment Terms, Rates, and Expenses
The rate, minimum time, cancellation terms, travel terms, and other compensation applicable to an assignment are the terms presented to and accepted by Interpreter for that assignment. Interpreter will accurately report service time and required assignment information. Expenses are reimbursable only when IntPort has authorized them in advance. Payment is made according to the payment terms applicable to the accepted assignment after required documentation is complete.
10. Attendance, Cancellations, and Availability
After accepting an assignment, Interpreter agrees to appear or connect on time and remain reasonably available for the accepted assignment. If Interpreter becomes unable to perform it, Interpreter will notify IntPort as soon as reasonably possible. Any interpreter cancellation payment or late-cancellation entitlement is governed by the terms applicable to that specific assignment.
11. No Unauthorized Substitution
Interpreter may not send, arrange, or permit another person to perform an accepted assignment in Interpreter’s place without IntPort’s prior approval. If a replacement is necessary, Interpreter must contact IntPort so that IntPort can arrange or approve a qualified substitute.
12. Client-Site and Assignment Requirements
Interpreter will comply with lawful security, privacy, access, identification, dress, safety, technology, and professional requirements that apply to the specific court, hospital, law office, school, business, remote platform, or other assignment setting, provided those requirements do not change Interpreter’s independent-contractor status.
13. Recording, Notes, and Assignment Materials
Interpreter will not audio-record, video-record, photograph, screenshot, copy, publish, or transmit confidential assignment content unless specifically authorized and legally permitted. Interpreter will not place confidential assignment information into third-party artificial-intelligence, transcription, translation, or similar services unless IntPort and the client have expressly authorized that use. Temporary notes containing confidential information must be handled securely and destroyed when no longer needed.
14. Client Relationships and IntPort Information
Interpreter will not represent that Interpreter has authority to act for or bind IntPort and will not misuse IntPort’s confidential business information or client information. If an IntPort client requests additional work through IntPort, Interpreter should direct or refer the request to IntPort. Nothing in this Agreement is intended to prohibit Interpreter from lawfully working for other agencies, companies, or clients.
15. Account Security and Electronic Communications
Interpreter is responsible for keeping Interpreter’s IntPort login credentials secure and for promptly notifying IntPort of suspected unauthorized access. Interpreter consents to assignment notices, records, tax forms, agreements, and other business communications being provided and accepted electronically through IntPort’s website, email, text messaging, or other approved systems.
16. Taxes, Licenses, Insurance, and Business Costs
Interpreter is responsible for Interpreter’s own federal, state, and local taxes, required business registrations, professional licenses or certifications, ordinary business expenses, and any insurance required by law or by an assignment that Interpreter chooses to accept. IntPort does not withhold payroll taxes or provide employee benefits for independent-contractor services unless required by law.
17. Suspension and Termination
Either party may end this Agreement at any time. IntPort may suspend access to assignments while reviewing serious concerns involving false credentials, fraud, confidentiality or privacy violations, client safety, repeated no-shows, unauthorized substitution, account-security problems, or material professional misconduct. Ending the Agreement does not eliminate obligations arising from assignments already accepted, confidentiality duties, signed tax documents, or amounts properly due.
18. Entire Agreement and Changes
This Agreement, together with assignment-specific terms electronically accepted by Interpreter, states the agreement governing Interpreter’s work through IntPort. Material amendments should be made in writing or electronically accepted by both parties. If an assignment-specific term conflicts with this Agreement, the assignment-specific term controls only for that assignment to the extent of the conflict.
19. Binding Arbitration of Disputes
Except for matters that may lawfully be brought in small claims court or requests for temporary or emergency injunctive relief, any dispute, claim, or controversy arising out of or relating to this Agreement, Interpreter’s relationship with IntPort, an assignment, compensation, termination, or the services performed through IntPort shall be resolved by final and binding arbitration rather than by a judge or jury, to the fullest extent permitted by law.
The arbitration shall take place in Los Angeles County, California, before a single neutral arbitrator. The arbitrator shall have authority to award any remedy that would otherwise be available in court and shall issue a written decision. The arbitration shall be conducted under the Federal Arbitration Act to the extent applicable and, where not preempted, the California Arbitration Act. Judgment on the arbitration award may be entered in any court having jurisdiction.
20. Governing Law and Location
This Agreement and the relationship between IntPort and Interpreter shall be governed by the laws of the State of California, without regard to conflict-of-laws principles, except where federal law controls. Any court proceeding permitted under this Agreement, including proceedings to compel arbitration, enforce an arbitration award, or seek permitted provisional relief, shall be brought in a state or federal court located in Los Angeles County, California, and the parties consent to personal jurisdiction and venue there.
Form W-9
Request for Taxpayer Identification Number and Certification
Form W-9 · Rev. March 2024
Use this form only if you are a U.S. person (including a resident alien). The name and taxpayer
identification number entered here are used by IntPort for required tax information reporting.
Requester
IntPort Inc.
intport.com
A disregarded LLC should select the tax classification of its owner instead.
Exemption codes generally apply only to certain entities, not individuals.
The TIN must match the name entered on line 1.
Part II - Certification
Under penalties of perjury, I certify that:
The TIN shown on this form is correct, or I am waiting for a number to be issued.
I am not subject to backup withholding because I am exempt, I have not been notified by the IRS that I am subject to it for failure to report interest or dividends, or the IRS has notified me that I am no longer subject to it.
I am a U.S. citizen or other U.S. person.
Any FATCA exemption code entered on this form is correct.
If checked, certification item 2 above does not apply.
Requester information: IntPort Inc. This electronic workflow stores the completed W-9 with the interpreter's private account records.