Interpreters, translators, and other service providers engaged by JHBRIDGE Translation Services ("JHBridge," "we," "us," or "our") are independent contractors and are not employees of JHBridge. Nothing in these terms, in any assignment, or in the course of dealing between JHBridge and a contractor shall be construed to create an employment relationship, partnership, joint venture, or agency between JHBridge and the contractor. Contractors retain full control over the manner and means by which they perform their work, subject to the quality standards and professional expectations set forth in these terms and in any applicable assignment agreement.

As independent contractors, interpreters and translators are solely responsible for their own federal, state, and local income taxes, self-employment taxes, and any other taxes or contributions arising from compensation received from JHBridge. JHBridge does not withhold income taxes, Social Security, Medicare, or any other payroll taxes on contractor payments, except as specifically required by applicable law (such as backup withholding where a valid W-9 has not been provided). Contractors are not eligible for, and JHBridge does not provide, employee benefits of any kind, including but not limited to health insurance, retirement plans, paid time off, or workers' compensation coverage.

Contractors are responsible for maintaining any business licenses, permits, or professional certifications required by applicable law for the performance of their services. The independent contractor relationship described in these terms reflects the genuine nature of the engagement and is not a reclassification or avoidance of employment obligations. Both parties acknowledge and agree that this characterization accurately describes their working relationship.

Engagement as an independent contractor with JHBridge does not constitute a guarantee of employment, continued work, minimum hours, or any specific number of assignments. JHBridge offers assignments to contractors based on current business needs, client requests, language pair requirements, subject matter expertise, contractor availability, geographic proximity (for in-person interpretation), and other relevant factors. The volume and frequency of assignments may vary significantly over time and JHBridge makes no representations or commitments regarding the amount of work that will be made available to any contractor.

JHBridge reserves the right to engage multiple contractors for the same language pair or service type, and to select among available contractors for any given assignment at its sole discretion. A contractor's past performance, reliability, client feedback, and professional qualifications may be considered in assignment decisions, but JHBridge is under no obligation to distribute work evenly or to provide any contractor with a minimum volume of assignments.

Contractors should not rely on JHBridge as their sole source of income and are free to accept work from other clients, agencies, or organizations, subject to the non-solicitation and confidentiality provisions set forth in these terms. The at-will nature of this engagement means that either party may discontinue the relationship at any time, subject to the termination provisions described below.

Contractors may accept or decline individual assignments offered by JHBridge at their discretion. There is no obligation to accept any particular assignment, and declining an assignment will not, by itself, result in termination of the contractor relationship or disqualification from future assignments. However, a pattern of frequent declines or last-minute cancellations may be considered by JHBridge when selecting contractors for future assignments.

Acceptance of one assignment does not create an obligation to accept any future assignments. Each assignment is a separate engagement, and the terms applicable to each assignment (including rates, schedule, location, and scope) will be communicated at the time the assignment is offered. Once a contractor accepts an assignment, the contractor is expected to complete it professionally, on time, and in accordance with the quality standards and instructions provided by JHBridge.

If a contractor is unable to fulfill an accepted assignment due to illness, emergency, or other unavoidable circumstances, the contractor must notify JHBridge as soon as reasonably possible so that alternative arrangements can be made. Repeated failures to complete accepted assignments without adequate notice or justification may result in reassignment, reduced assignment offers, or termination of the contractor relationship.

Contractors are compensated based on the rates agreed upon for each assignment or as specified in the contractor's agreement with JHBridge. Rates may vary depending on the type of service (translation, interpretation, document review, etc.), language pair, subject matter complexity, turnaround time, assignment duration, and other relevant factors. Rate agreements are established before work begins, and any changes to agreed rates must be confirmed in writing by both parties before the affected work is performed.

Payment is processed in accordance with the payment schedule and method specified in the contractor's agreement with JHBridge. Payment is contingent upon satisfactory completion of the assignment and the submission of all required documentation, including but not limited to completed assignment reports, time logs (for hourly engagements), invoices, and any other materials specified by JHBridge. Incomplete or unsatisfactory work may result in delayed payment, reduced payment, or non-payment, subject to good-faith discussion between the parties.

Contractors are responsible for submitting accurate and timely invoices or other payment requests as required by JHBridge's payment processes. JHBridge will make reasonable efforts to process payments promptly in accordance with the agreed schedule. Any disputes regarding payment amounts or timing should be raised in writing to JHBridge within a reasonable period and will be addressed in good faith. Specific payment terms, including net payment periods and payment methods, are as set forth in the contractor's individual agreement with JHBridge.

Contractors are solely responsible for reporting and paying all applicable federal, state, and local taxes on compensation received from JHBridge, including but not limited to income taxes, self-employment taxes, and any other taxes or assessments imposed on the contractor's earnings. JHBridge does not withhold taxes from contractor payments except where required by law, such as backup withholding in the event that a contractor fails to provide a valid taxpayer identification number.

JHBridge will issue IRS Form 1099-NEC (or such other tax reporting form as may be required by applicable law) to contractors who meet the applicable reporting thresholds, reflecting the total compensation paid during the calendar year. Contractors are responsible for maintaining accurate records of all payments received from JHBridge and for filing all required tax returns and making all required tax payments in a timely manner.

Prior to receiving any payment, contractors must provide JHBridge with a completed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or the applicable equivalent form. Contractors must promptly notify JHBridge of any changes to their taxpayer identification number, legal name, business entity type, or other information that may affect tax reporting. Failure to provide accurate tax identification information may result in withholding of payments or backup withholding as required by the Internal Revenue Code.

Contractors must maintain strict confidentiality of all client information, documents, communications, and project details encountered in the course of performing services for JHBridge. This includes, but is not limited to, the content of documents being translated, conversations interpreted, client names and contact information, case details, personal or sensitive information contained in source materials, and the terms of JHBridge's engagement with its clients. Contractors must not disclose any such information to any third party, and must not use client information for any purpose other than performing the assigned services.

Confidentiality obligations apply regardless of the medium in which information is received or stored -- whether written, oral, electronic, or otherwise. Contractors must take reasonable steps to secure all confidential materials in their possession, including protecting electronic files with appropriate security measures, securing physical documents against unauthorized access, and refraining from discussing client matters in public settings or with individuals who are not authorized to receive such information.

The obligation of confidentiality survives the completion of any individual assignment and the termination of the contractor relationship with JHBridge, regardless of the reason for termination. Violations of confidentiality obligations are considered a serious breach of these terms and may result in immediate termination of the contractor relationship, loss of pending compensation, and legal action to protect the interests of JHBridge and its clients, including claims for damages and injunctive relief.

All contractors engaged by JHBridge must comply with JHBridge's Interpreter Code of Conduct at all times while performing services or representing JHBridge in any capacity. The Code of Conduct sets forth the professional and ethical standards expected of all interpreters and translators working with JHBridge, including standards related to accuracy, impartiality, professional boundaries, cultural sensitivity, and professional demeanor. The Code of Conduct is incorporated into these terms by reference and forms an integral part of the contractor's obligations.

Contractors are expected to familiarize themselves with the current version of the Code of Conduct and to comply with its provisions in all professional interactions. JHBridge may update the Code of Conduct from time to time, and contractors will be notified of material changes. Continued acceptance of assignments following notification of changes constitutes acceptance of the updated Code of Conduct.

Failure to comply with the Code of Conduct may result in corrective action, including but not limited to written warnings, suspension from future assignments, mandatory retraining, or termination of the contractor relationship. The appropriate response to a Code of Conduct violation will be determined by JHBridge based on the nature and severity of the violation, any prior history, and the potential impact on clients and the reputation of JHBridge.

Contractors must handle all client data, documents, and information in accordance with JHBridge's Security Policy and Confidentiality Policy. This includes using reasonable and appropriate safeguards to protect client materials from unauthorized access, disclosure, alteration, or destruction. Contractors are expected to maintain the security of their own devices, networks, and workspaces to the extent that these are used in connection with JHBridge assignments.

Contractors must not store client information on unsecured personal devices, shared computers, or publicly accessible storage systems. Contractors must not share their JHBridge access credentials (including login information, passwords, or authentication tokens) with any other person. Contractors must not transmit client data through unsecured channels, including unencrypted email, personal messaging applications, or public file-sharing services, unless specifically authorized by JHBridge for a particular assignment.

In the event that a contractor becomes aware of or suspects any unauthorized access to, disclosure of, or loss of client information, the contractor must notify JHBridge immediately. Failure to maintain appropriate data security practices or to report suspected security incidents may result in termination of the contractor relationship and may give rise to legal liability. Contractors should refer to JHBridge's Security Policy for detailed guidance on data handling requirements.

During the term of engagement with JHBridge and for a reasonable period thereafter, contractors agree not to directly solicit JHBridge clients for translation, interpretation, or related language services that compete with JHBridge's offerings. "Direct solicitation" means proactively reaching out to a client with whom the contractor has had contact through JHBridge assignments for the purpose of offering competing services outside of the JHBridge relationship. This provision is intended to protect JHBridge's legitimate business interests and client relationships.

This non-solicitation obligation does not prevent contractors from accepting work from clients who approach them independently through channels unrelated to JHBridge, such as through the contractor's own marketing, industry referrals, or public directories. The restriction applies only to active, direct solicitation of clients whose relationship with the contractor arose through JHBridge assignments. Contractors remain free to market their services generally and to work with any clients who engage them through independent channels.

JHBridge recognizes that contractors operate as independent businesses and does not seek to unreasonably restrict their ability to earn a living. The non-solicitation provision is narrowly tailored to protect client relationships that JHBridge has developed and invested in. If a contractor has questions about whether a particular situation falls within the scope of this provision, the contractor is encouraged to contact JHBridge for clarification before proceeding.

JHBridge may require background checks, credential verification, reference checks, or other screening procedures as a condition of engagement or as a condition of eligibility for certain types of assignments. By accepting engagement with JHBridge, contractors consent to such checks and agree to cooperate with reasonable screening requests. The scope and nature of required screening may vary depending on the type of services being performed, client requirements, and applicable legal or regulatory standards.

Background checks may include, but are not limited to, criminal history checks, verification of professional credentials and certifications, verification of educational qualifications, confirmation of language proficiency, and reference checks with prior employers or clients. JHBridge will conduct background checks in accordance with applicable law, including the Fair Credit Reporting Act (FCRA) where applicable, and will provide contractors with any required notices and disclosures.

The results of background checks and screening procedures will be used solely for the purpose of evaluating contractor eligibility and suitability for assignments. JHBridge will maintain the confidentiality of background check results and will not disclose them to third parties except as required by law or as necessary for legitimate business purposes. A contractor's refusal to consent to required screening may result in ineligibility for engagement or for certain categories of assignments.

Contractors have no authority to bind JHBridge, enter into agreements on JHBridge's behalf, make commitments or representations on behalf of JHBridge, or create any obligation or liability for JHBridge. Contractors must not represent themselves as employees, agents, or authorized representatives of JHBridge beyond the scope of their assigned role as independent contractor interpreters or translators. Any representation made by a contractor that exceeds this limited authority is unauthorized and not binding on JHBridge.

When performing on-site interpretation or other services where the contractor may interact with clients or third parties, the contractor should accurately represent their role as an independent interpreter or translator engaged by JHBridge. Contractors must not negotiate service terms, pricing, scope changes, or other business arrangements with JHBridge's clients on JHBridge's behalf unless specifically authorized in writing to do so for a particular engagement.

Contractors must not use JHBridge's name, logo, trademarks, or branding in any manner that suggests an employment relationship, partnership, or endorsement beyond the legitimate identification of the contractor's engagement with JHBridge for the purpose of performing assigned services. Any use of JHBridge's intellectual property must be consistent with the limited scope of the contractor relationship and must be discontinued upon termination of the engagement.

Either party may terminate the independent contractor relationship at any time with reasonable notice. JHBridge may terminate the contractor relationship immediately and without advance notice for cause, including but not limited to violation of the Code of Conduct, breach of confidentiality obligations, fraud, dishonesty, unsafe conduct, failure to maintain required professional credentials, or any other conduct that JHBridge reasonably determines to be inconsistent with the professional standards expected of its contractors.

Upon termination of the contractor relationship, for any reason, the contractor must promptly return or securely destroy all client materials, JHBridge proprietary information, access credentials, and any other property belonging to JHBridge or its clients that is in the contractor's possession. The contractor's obligations regarding confidentiality, non-solicitation, and data security survive termination and continue in effect for the periods specified in these terms or, where no specific period is stated, for as long as the information remains confidential.

Outstanding payment for work that has been satisfactorily completed prior to the date of termination will be processed in accordance with normal payment terms, less any amounts owed by the contractor to JHBridge. Termination of the contractor relationship does not release either party from obligations or liabilities that accrued prior to the effective date of termination, including without limitation any obligations related to payment, confidentiality, indemnification, or dispute resolution.

Contractors are responsible for obtaining and maintaining any insurance required by applicable law for independent contractor work, including but not limited to general liability insurance, professional liability (errors and omissions) insurance, and any other coverage that may be required by the laws of the contractor's jurisdiction or by the nature of the services being performed. JHBridge does not provide workers' compensation insurance, health insurance, disability insurance, or any other insurance coverage for its independent contractors.

JHBridge strongly recommends that contractors maintain appropriate insurance coverage to protect themselves against potential liabilities arising from the performance of professional services. While JHBridge does not mandate specific coverage amounts or policies (except as may be required by law), carrying adequate professional liability insurance is considered a best practice for professional interpreters and translators and may be a requirement for eligibility for certain types of assignments.

Contractors agree that they will not seek workers' compensation benefits, unemployment insurance benefits, or other employment-related insurance benefits from JHBridge or through any claim against JHBridge, as the independent contractor relationship does not give rise to such entitlements. In the event that any governmental agency or court determines that a contractor is entitled to such benefits, the contractor agrees to indemnify JHBridge for any resulting costs, including taxes, penalties, interest, and legal fees, to the fullest extent permitted by applicable law.