This Independent Contractor Agreement (“Agreement”) is made as of October 17, 2026 between Alboum & Associates, LLC dba Alboum Translation Services (hereinafter "Alboum"), and , Independent Contractor (hereinafter "Contractor") with a principal office address of .                                                       

 

WHEREAS, Alboum is in the business of providing language services to nonprofit entities, state and local agencies, and for profit organizations that serve the groups; and

 

WHEREAS, Contractor is a qualified language professional who wishes to undertake assignments in his or her language specialty as a Contractor for Alboum;

 

NOW, THEREFORE, consideration of the foregoing, the mutual promises contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

1. GENERAL SERVICES – Contractor will provide language translation or interpretation skills on behalf of Alboum, and any other duties as may be mutually agreed upon by the parties in writing (“Services”). The specific services for each assignment shall be set forth on a purchase order to be provided to the Contractor via email for consideration and acceptance via email communications (“Purchase Order”). All Purchase Orders which are accepted by Contractor shall be incorporated in this Agreement. All references to “Services” include all services described on each accepted Purchase Order.

 

2. TERM – This Agreement shall commence on the Effective Date and shall remain in force until terminated by either party according to the terms of this Agreement (the “Term”).

 

3. PARTIES RELATIONSHIP – Contractor is an independent contractor of Alboum. The parties’ relationship does not create a partnership, principal/agent, employer/employee or joint venture relationship. Neither party shall have the right to obligate or bind the other in any manner whatsoever, and nothing contained herein shall give, or is intended to give, any right of any kind to any third parties. Contractor is not eligible for Alboum benefits, vacation time or sick leave, coverage under any Alboum medical, liability, or other insurance policies or for any other benefits. Contractor is not authorized to accept, approve, or execute any agreement with any Client of Alboum or make any commitment on behalf of or in the name of Alboum without prior written consent of Alboum. It is understood and agreed that Contractor has the authority to control and direct the performance of the details of the Services to be rendered and performed. Except as specifically described herein, nothing in this Agreement shall prohibit Contractor from furnishing the Services to others.

 

4. EXPECTATION OF WORK & ASSIGNMENTS – Contractor understands and agrees that Alboum will be utilizing Contractor’s services only on an as-needed basis, based solely upon Clients of Alboum’s demands and Alboum cannot guarantee a minimum amount of assignments or work. When Alboum has an assignment that is appropriate for Contractor, in Alboum’s sole discretion, Alboum will offer Contractor the opportunity to accept the assignment by emailing Contractor a Purchase Order with the assignment details. Contractor may decline the assignment, as determined in Contractor’s discretion. Contractor must confirm in writing via email of any Purchase Order which Contractor decides to accept.

 

5. CONTRACTOR OBLIGATIONS – Contractor agrees to abide by any policies and procedures provided by Alboum. Contractor shall determine the location of and hours to be worked each day; provided, however, Alboum may notify Contractor if and when collaborative work is required. Contractor warrants that Contractor has all of the certifications necessary to complete the Services and will maintain all such certifications for the duration of the Term. Contractor agrees it is Contractor’s sole responsibility and obligation, at Contractor’s expense, to maintain any qualifications and satisfy any and all CEUs requirements during the Term. Contractor is further responsible for providing all of Contractor’s equipment for use in providing the Services and Contractor agrees to acquire and maintain at all times adequate, secure and fully-functional equipment to perform the Services. Contractor agrees to take reasonable measures to provide for the secure storage and transmission of the Work Product (as defined below). Contractor agrees to promptly update Alboum of any problems related to the Services, and, if requested by Alboum, Contractor will provide additional updates on the progress and development of Services, in a format to be specified by Alboum. Contractor agrees not to accept any money or other compensation whatsoever for the performance of the Services from any individual, entity or third party other than Alboum, namely any Client of Alboum, and Contractor acknowledges all payments for Alboum’s language services are paid from Client of Alboum directly to Alboum.

 

6. COMPENSATION & PAYMENT – Alboum agrees to pay Contractor the fee set forth on the Purchase Order (“Fee”). Contractor shall submit invoices to Alboum for the Services, in a manner prescribed by Alboum, and Alboum agrees to pay all undisputed fees under the invoice within thirty (30) calendar days of receipt of the invoice. If Contractor fails to submit any invoice for Services within sixty (60) days following completion of the assignment, Contractor waivers and forfeits his or her right to receive payment for the Fee and Alboum will have no obligation to make payment of any amounts that were not timely invoiced to Alboum.

 

7. TAXES: If Contractor is a US citizen or providing services within the United States, Contractor agrees to provide Alboum with proof of citizenship and a completed Form W-9 (or other documents evidencing Contractor’s ability to work in the United States) upon execution of this Agreement. Alboum will provide Contractor the reasonable documents to report Contractor’s income, but it is Contractor’s sole responsibility to pay any applicable federal, state and local taxes. Contractor agrees to complete any and all required documentation connected with payment of the Fee and tax liabilities, and will provide proof of payment of appropriate taxes upon Alboum’s request. Contractor hereby agrees to indemnify and defend Alboum against any and all claims, audits, inspections or inquires or demands based on such taxes or contributions, including penalties, interest and reasonable attorneys’ fees.

 

8. CONFIDENTIAL INFORMATION AND NON-DISCLOSURE - Contractor understands and agrees that during the Term and permanently thereafter, Contractor will not, directly or indirectly, use, disclose, divulge or communicate to any other party, person, firm, corporation, company or entity, in any manner whatsoever, any information affecting or relating to the business of Alboum, including, without limiting the generality of the foregoing, any information concerning: (a) the Services; (b) the terms and conditions of the Agreement; (b) the business operations, financial condition or internal structure of Alboum or a Client of Alboum; (c) the Clients of Alboum, including to whom Contractor is providing the Services on behalf of Alboum; (d) any information belonging to the Clients of Alboum or any personal information of individual included therein; (e) any information provided to or learned by Contractor during the performance of the Services, including the content of any documents, information or materials which are being translated; (f) the Work Product (as defined below) or any individual elements, information or ideas included within the Work Product; and (g) other confidential information including, but not limited to, intellectual property, trade secrets, gross receipts, sales and marketing techniques or plans, Client lists, and pricing mechanisms (collectively, “Confidential Information”). Confidential Information shall include all papers and records of every kind, in any form and on any media whatsoever, including any copies thereof, whether made by Contractor or not, relating to the business and affairs of Alboum, any Clients of Alboum, or the Services. Contractor shall take all necessary steps to safeguard the confidentiality of the Confidential Information in conformance with local, state and federal law and ethical and professional standards, and shall treat the Confidential Information with at strictest level of confidentiality and protection. Contractor agrees to inform Alboum immediately upon receiving reason to believe that persons or entities are seeking to obtain, have potentially obtained, or have actually obtained any Confidential Information about Alboum or Clients of Alboum.

 

9. PERMITTED DISCLOSURES OF CONFIDENTIAL INFORMATION - Confidential Information shall not include, and Contractor may disclose, information that: (i) is already lawfully known to Contractor (other than through this Agreement); (ii) becomes publicly available without fault of Contractor; (iii) is rightfully obtained by Contractor from a third party that is not restricted in its disclosure obligations; (iv) is developed independently by Contractor without use of Alboum’s Confidential Information, as evidenced on Contractor’s written records; or (v) is required to be disclosed by law, provided that prior to making such required disclosure, Contractor shall notify Alboum and give Alboum the opportunity to secure a protective order.

 

10. OWNERSHIP - All right, title and interest in and to all of Alboum’s property, including all intellectual property rights and Confidential Information, shall remain at all times vested in Alboum. All ideas, works of authorship, documents, templates, processes, techniques, materials, specifications, plans, and other work product of any kind whatsoever prepared or created by Contractor in connection with, pursuant to, or resulting from the Services (the “Work Product”) are acknowledged to be works for hire and are the sole and exclusive property of Alboum or an affiliate specified by Alboum. All right, title and interest in and to the Work Product, including all intellectual property rights therein, shall be deemed a “work made for hire” (as that term is defined in § 101 of the 1976 Copyright Act) and shall reside with Alboum or an affiliate specified by Alboum without further engagement of, or additional compensation to Contractor. To the extent that the Work Product is determined not to be a work made for hire, Contractor hereby irrevocably assigns to Alboum all right, title and interest to the Work Product, and all intellectual property rights contained therein, worldwide. Contractor agrees to waive any and all moral rights relating to the Work Product, including but not limited to, any and all rights of identification of authorship and any and all rights of approval, restriction, or limitation on use, and subsequent modifications.

 

11. RETURN OF ALBOUM PROPERTY - Contractor agrees, upon the written of Alboum or within five (5) days of the termination of this Agreement, to return all materials and information in Contractor’s possession that are owned by Alboum, or to destroy fully all tangible and intangible materials embodying Confidential Information (including all copies) if returning such Confidential Information is impracticable. Contractor agrees to provide written certification of such destruction to Alboum, upon Alboum’s request.

 

12. NON-SOLICITATION – During the Term and for a period of one (1) year following the termination of this Agreement for any reason, Contractor shall not, on Contractor’s behalf or on behalf of any other entity or third-party, directly or indirectly: (a) contact, call upon or solicit any Client of Alboum to which Contractor provided, or was offered the opportunity to provide, any Services during the term of this Agreement for the purposes of (i) providing language translation or interpretation services, or (ii) diverting or encouraging any Client of Alboum to discontinue, in whole or in part, from engaging in or continuing a relationship with Alboum; or (b) hire, employ or otherwise engage anyone who is or was an employee, independent contractor or agent of Alboum or solicit or contact any such individual or entity to quit or change such individual’s or entity’s relationship with Alboum.

 

13. NON-COMPETE – During the Term and for a period of one (1) year following the termination of this Agreement for any reason, Contractor shall not on Contractor’s own behalf or on behalf of any other entity or third-party, directly or indirectly, contract with, be employed by or otherwise provide any language interpretation skills to any Client of Alboum to which Contractor provided, or was offered the opportunity to provide, any Services during the term of this Agreement or any employee of a Client of Alboum to which Contractor provided, or was offered the opportunity to provide, any Services during the term of this Agreement.

 

14. CLIENT OF ALBOUM – For the purposes of this Agreement, the term “Client of Alboum” means any client of Alboum to whom Alboum, through its employees, contractors or any other representatives, has provided any language interpretation services of any kind, immediately prior to the Term, during the Term or for a period of one (1) year after the termination of this Agreement.

 

15. TERMINATION – This Agreement may be terminated by Alboum or Contractor at any time, with or without cause, upon written notice to the other party. Upon termination, Contractor shall be entitled to payment of any undisputed portion of the Fee for Services which have been completed and provided to Alboum, at Alboum’s satisfaction, as of the date of termination. If Alboum made any pre-payments to Contractor for Services which are not completed as of the date of termination, Contractor agrees to return a pro-rated portion of the pre-paid Fee to Alboum for the uncompleted Services.

 

16. LIMITED LIABILITY - Recourse against Alboum shall be limited to the Fee earned by and payable to Contractor under this Agreement, and in no event shall such recourse include consequential, special or indirect damages or claims for loss of profit or business. No individual member, officer, official, employee, volunteer, agent or affiliate of Alboum shall be personally liable hereunder, and no recourse shall be held against any such party’s assets by reason of a breach of this Agreement by Alboum or otherwise.

 

17. REMEDIES - Contractor acknowledges that Alboum would be irreparably injured by a violation of this Agreement, and agrees that Alboum shall be entitled to an injunction restraining Contractor from any actual or threatened breach of this Agreement or to any other appropriate equitable remedy without any bond or other security being required, and without showing or proving actual damages sustained by Alboum. Further, Alboum agrees that the restrictions in Section 12 and Section 13 are reasonable and necessary for the protection of Alboum’s business. Alboum reserves the right, in addition any right or remedy set forth herein, to seek any all other rights or remedies available, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.

 

18. MISCELLANEOUS PROVISIONS – Contractor agrees that the obligations detailed herein shall continue in effect after the termination of this Agreement and in perpetuity, unless otherwise provided herein. This Agreement shall be subject to and governed by the laws of the state of Maryland, irrespective of the choice of law rules in the state of execution of the Agreement or performance of the Services. The parties agree that any legal action brought pursuant to this Agreement shall only be of proper venue exclusively within the federal courts located in the District of Maryland (Southern Division) or the state courts located nearest to Company’s principal office. If a provision of this Agreement is held invalid under any applicable law, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision. Further, all terms and conditions of this Agreement shall be deemed enforceable to the fullest extent permissible under applicable law, and when necessary, the court is requested to reform any and all terms or conditions to give them such effect. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be considered one and the same Agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. This Agreement, including all SOWs and Exhibits made a part hereof, constitutes the entire agreement between the parties and supersedes all previous agreements on this matter. There are no other written or oral agreements, representations, or understandings with respect to the subject matter of this Agreement.

PAYMENT INFORMATION FORM

Thank you for your hard work on behalf of Alboum & Associates dba Alboum Translation Services. 

 

Alboum makes payments via TransferWise (Wise) for non-US-based translators and interpreters. Please complete the section below appropriate to you so we can pay you in a timely and efficient manner.

 

Name (as it appears on your bank account):

 

Email:

 

Mailing Address (including country):

   

 

SWIFT/BIC code:

 

IBAN/Account number:

 

Bank Name:

 

Country:

* Alboum is not responsible for any fees assessed by your bank or amounts lost in the currency transfer. Payments are made in US dollars except to those in the European Union who are paid in Euros. Your initials acknowledge you understand this policy:

 

AGREED AND ACCEPTED:

Alboum & Associates, LLC

Printed Name:  Hillary Berman                       Title:  CEO                                   Date: October 17, 2026

Independent Contractor

Printed Name: Title:    Independent Contractor                      Date: October 17, 2026

HIPAA Confidentiality Agreement

ALBOUM & ASSOCIATES LLC
DBA ALBOUM TRANSLATION SERVICES

The above Organization Name will be referred to as “Organization” throughout the document.

I understand that organization and its clients have a legal responsibility to protect patient privacy. To protect patient privacy, the organization must keep patient information confidential, and must safeguard the privacy and security of patient information.

 

I understand and acknowledge that “Confidential Information” includes, but is not limited to, protected health information (PHI), electronic protected health information (ePHI), any information about patients or employees, any computer login codes or passwords, any patient record or billing information, any patient lists, any financial information about organization or its patients that is not public, any intellectual property rights of organization and any information that concerns organization’s contractual relationships, or that is otherwise designated as confidential by the organization.

 

In addition, I understand, that during the course of my performing services for organization, I may see, hear, touch, or encounter such confidential information. Regardless of the capacity in which I work, whether I am an employee, a linguist, a sales representative, building maintenance, or general laborer, I understand that I must sign and comply with this agreement in order to be allowed to work with or access the data of organization.  By signing this agreement, I understand and agree that:

 

1. As a vendor with indirect contact with confidential information (including, but not limited to, PHI or ePHI), I will keep patient information confidential. I will neither share nor discuss that information with others.

 

2. As an employee or contractor that works directly with confidential information (including, but not limited to, PHI or ePHI), I will disclose such information only under the conditions lawfully set forth by the Privacy Officer(s). With respect to other types of sensitive information, I will keep such information confidential and will only disclose such information if it is required for the performance of my job and after receiving the permission of the Privacy Officer(s).

 

3. As an employee, contractor, or as someone with indirect access as a vendor to confidential information (including, but not limited to, PHI or ePHI), I will not discuss any information that is either patient-related or operations-related in public areas, even if the information does not or cannot identify a patient (i.e., even if the information is not individually identifying health information). I will not conduct my work in a public area, unless that public area is an essential place for the performance of my job. In addition, I will keep all security codes and passwords used to access the facility, equipment or computer systems, confidential at all times.

 

4. As an employee, contractor, or as someone with indirect access as a vendor to confidential information (including, but not limited to, PHI or ePHI), I will only access or view patient information for activities I must perform to do my job. If I have any questions about whether access to certain information is required for me to do my job, I will immediately ask the organization’s Privacy Officer for assistance.

 

5. As an employee, contractor, or as someone with indirect access as a vendor to confidential information (including, but not limited to, PHI or ePHI), I will not disclose, copy, transmit, inquire about, modify, or destroy patient information or other confidential information without permission from the Privacy Officer. This information includes transmissions made by or from organization(s) to my home or any other location than the organization(s’) site.

 

6. As an employee, contractor, or as someone with indirect access as a vendor to confidential information (including, but not limited to, PHI or ePHI), once my services with the organization are terminated or completed, I will immediately return all property to the organization. This property includes, but is not limited to keys, access cards, organization documents however stored or maintained, and ID badges.

 

7. Even after my job or access as a vendor is terminated, I agree to meet my obligations under this agreement.

 

I understand that violation of this agreement may result in disciplinary action, up to and including termination of my employment or relationship with the organization, and that this action may include civil and criminal legal penalties.

 

I have read the above agreement and agree to comply with its terms at all times specified in the agreement.

 

Printed Name:  

 

Date: October 17, 2026