Intercompany Services Agreement



 EXHIBIT 10.22 
 INTERCOMPANY SERVICES AGREEMENT 
 This Intercompany Services Agreement (this
“Agreement”) is entered into as of 19 January 2006 between Language Line, LLC, a Delaware limited liability company, on behalf of itself and its subsidiaries (collectively, “LL US”), and Language Line Ltd, a
limited company formed under the laws of the England and Wales (“LL UK” and, together with LL US, the “Parties”). 
 On or about the date of this Agreement, an affiliate of LL US will acquire all of the outstanding share capital of LL UK. From and after the time of that acquisition, the Parties anticipate that they will provide certain services to each
other in the furtherance of their separate businesses. The Parties are entering into this Agreement in order to memorialize their agreement regarding such services. 
 Now, therefore, for good and valuable consideration, the receipt and sufficiency of which they hereby acknowledge, the Parties agree as follows: 
 1. Services to be Provided. From time to time, as the Parties may agree, the Parties will provide services to each other and will compensate
each other for such services as provided in this Agreement. The Parties anticipate that, initially, such services and compensation will be as follows: 
 (a) Administrative and Sales Support Services. LL US will provide general administrative and sales support services to LL UK on an as-needed basis. Such services will include oversight by LL US’s
chief executive officer, chief financial officer and other senior management, and assistance of the manager(s) of LL US’s UK sales operations. In consideration for such services provided during any particular period, LL UK will pay LL US a fee
that represents the allocated cost to LL US for the individuals providing such services, based on LL US’s estimate of the portion of each such person’s time that will be devoted to matters relating to LL UK during the period in question,
and a reasonable allocation of LL US’s related overhead cost. 
 (b) Sales Commissions. If sales personnel
of LL US’s UK operation generate sales of LL UK services to a customer on LL UK’s behalf, then LL UK will pay LL US a commission equal to 10% of the net revenues resulting from those sales. 
 (c) Call Management System. LL US will permit LL UK to utilize LL US’s Titan call management system to route, manage
and track calls interpreted for LL UK’s customers. In consideration for LL UK’s use of the Titan system, LL UK will pay LL US £5,000 per month. 
 (d) Interpreter Services. The Parties anticipate that the Parties will use the same contract interpreters located throughout
the world. Each Party will directly compensate those contract interpreters for services rendered for such Party. The Parties also anticipate that some interpretation services for LL UK’s customers will be provided by interpreters who are
employees of LL US. For such interpretation services, LL UK will pay LL US at a fair market rate (which, at the present time, is approximately £0.70 per minute). 
  

 1 








 The Parties will review the amounts charged for the services described above (and for other services that may be agreed
upon from time to time) and adjust them as they deem appropriate, with the intent that, considered as a whole, the arrangements under this Agreement represent arm’s-length dealings between the Parties. 
 2. Nature of Relationship. In performing services pursuant to this Agreement, the Party providing such services will be an independent
contractor of the Party for whom such services are performed, and this Agreement will not be deemed to create a partnership, joint venture or other arrangement between the Parties. 
 3. Miscellaneous. Either Party may assign its rights under this Agreement (including for collateral purposes), but no such assignment will
relieve such Party of any obligation under this Agreement unless the other Party so agrees in writing. This Agreement is entered into solely for the benefit of the Parties, and no other person or entity will have any rights as a third-party
beneficiary or otherwise as a result of or arising out of this Agreement. 
 [the remainder of this page has intentionally been left
blank] 







 The Parties have caused this Intercompany Services Agreement to be executed as of the date specified
above. 
  

			
	Language Line, LLC
		
	By:	 	 /s/ Matthew T. Gibbs

	Name:	 	Matthew T. Gibbs II
	Its:	 	CFO and Secretary


  

			
	Language Line Ltd.
		
	By:	 	 /s/ Matthew T. Gibbs

	Name:	 	Matthew T. Gibbs II
	Its:	 	CFO and Secretary









 The Parties have caused this Intercompany Services Agreement to be executed as of the date specified
above. 
  

					
	 SIGNED by
	 	)	 	  

	on behalf of LANGUAGE LINE, LLC	 	)	 	(Director)
			
		 		 	 /s/ Matthew T. Gibbs

		 		 	Name: Matthew T. Gibbs II
		 		 	Title: (Director/Secretary)

  

					
	SIGNED by	 	)	 	  

	on behalf of LANGUAGE LINE LTD.	 	)	 	(Director)
			
		 		 	 /s/ Matthew T. Gibbs

		 		 	Name: Matthew T. Gibbs II
		 		 	Title: (Director/Secretary)








 The Parties have caused this Intercompany Services Agreement to be executed as of the date specified
above. 
  

			
	 LANGUAGE LINE, LLC
  
  

	(Director)
	
	 /s/ Matthew T. Gibbs

	Name: Matthew T. Gibbs II
	Title: (Director/Secretary)

  

			
	 LANGUAGE LINE LTD.
  
  

	(Director)
	
	 /s/ Matthew T. Gibbs

	Name: Matthew T. Gibbs II
	Title: (Director/Secretary)








 The Parties have caused this Intercompany Services Agreement to be executed as of the date specified
above. 
  

	
	 /s/ Matthew T. Gibbs

	Name: Matthew T. Gibbs II

  

	
	 for and on behalf of

	LANGUAGE LINE, LLC

  

	
	 /s/ Matthew T. Gibbs

	Name: Matthew T. Gibbs II

  

	
	 for and on behalf of

	LANGUAGE LINE LTD.








 The Parties have caused this Intercompany Services Agreement to be executed as of the date specified
above. 
  

					
	 SIGNED by
	 	)	 	  

	on behalf of LANGUAGE LINE, LLC	 	)	 	(Director)
			
		 		 	 /s/ Matthew T. Gibbs

		 		 	Name: Matthew T. Gibbs II
		 		 	Title: (Director/Secretary)









					
	 SIGNED by
	 	)	 	  

	on behalf of LANGUAGE LINE LTD.	 	)	 	(Director)
			
		 		 	 /s/ Matthew T. Gibbs

		 		 	Name: Matthew T. Gibbs II
		 		 	Title: (Director/Secretary)








 The Parties have caused this Intercompany Services Agreement to be executed as of the date specified
above. 
  

	
	 LANGUAGE LINE, LLC
  
  

	(Director)
	
	 /s/ Matthew T. Gibbs

	Name: Matthew T. Gibbs II
	Title: (Director/Secretary)









	
	 LANGUAGE LINE LTD.
  
  

	(Director)
	
	 /s/ Matthew T. Gibbs

	Name: Matthew T. Gibbs II
	Title: (Director/Secretary)








 The Parties have caused this Intercompany Services Agreement to be executed as of the date specified
above. 
  

	
	 /s/ Matthew T. Gibbs

	Name: Matthew T. Gibbs II
	
	for and on behalf of
	LANGUAGE LINE, LLC









	
	 /s/ Matthew T. Gibbs

	Name: Matthew T. Gibbs II
	
	for and on behalf of
	LANGUAGE LINE LTD.