ORR-Funded Subcontract — Standard Terms
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TEMPLATE — NOT LEGAL ADVICE. This document is a sample template provided for informational purposes only. It is not legal advice, not an offer, and not an executed agreement. It may not fit your jurisdiction, your regulatory obligations, or the specifics of your engagement. Have it reviewed and adapted by qualified legal counsel before use. Enhanced Language & Cultural Services, LLC (d/b/a Lingfaro) makes no warranty, express or implied, regarding this template and disclaims all liability for its use.

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ORR-FUNDED SUBCONTRACT — STANDARD TERMS (TEMPLATE)

These Standard Subcontract Terms ("Terms") apply where Enhanced Language &
Cultural Services, LLC, d/b/a Lingfaro ("Subcontractor") provides interpreter
services to [PRIME RECIPIENT / RESETTLEMENT AGENCY NAME] ("Prime Recipient")
under a program funded in whole or in part by the U.S. Office of Refugee
Resettlement ("ORR"), effective [EFFECTIVE DATE].

1. INCORPORATION OF FEDERAL REQUIREMENTS
   Subcontractor will comply with applicable federal requirements that flow down
   from the Prime Recipient's award, including the Uniform Administrative
   Requirements (2 C.F.R. Part 200), applicable ORR policies and program terms,
   and the Prime Recipient's reasonable instructions implementing them.

2. SCOPE
   Subcontractor provides interpreter dispatch and related services in support
   of the Prime Recipient's ORR-funded program activities, as described in the
   applicable order or scope of work.

3. CONFIDENTIALITY AND CLIENT PROTECTION
   Subcontractor protects the confidentiality of program participants, collects
   and uses participant information only as necessary to provide services, and
   trains personnel on confidentiality and trauma-informed conduct.

4. NONDISCRIMINATION
   Subcontractor complies with applicable civil-rights requirements, including
   Title VI of the Civil Rights Act of 1964, and does not discriminate on the
   basis of race, color, national origin, or other protected characteristic.

5. RECORDS AND AUDIT
   Subcontractor maintains records sufficient to document services provided and
   retains them for the period required by the award (generally at least three
   years after final reporting), and provides access to the Prime Recipient and
   authorized federal officials for audit and review.

6. REPORTING
   Subcontractor provides service documentation and reports the Prime Recipient
   reasonably requires to meet its ORR reporting obligations.

7. DEBARMENT AND SUSPENSION
   Subcontractor certifies that it and its principals are not debarred,
   suspended, or otherwise excluded from participation in federal programs.

8. TERM AND TERMINATION
   These Terms continue for the duration of the applicable order and may be
   terminated for convenience or cause as provided in the underlying agreement.
   Federal flow-down obligations and records obligations survive termination.

9. GOVERNING LAW
   These Terms are governed by the laws of the State of Minnesota and applicable
   federal law; where they conflict, the requirement permitting compliance with
   the federal award controls.

PRIME RECIPIENT                         SUBCONTRACTOR (LINGFARO)
By: ____________________________        By: ____________________________
Name: __________________________        Name: __________________________
Title: _________________________        Title: _________________________
Date: __________________________        Date: __________________________