ex10_7.htm


    
      

    

    Exhibit
10.7


     

    

    Supplier
Service Level Agreement

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    1.
INTRODUCTION

    


    This
Agreement outlines the Terms and Conditions under which the undersigned Targetek Co., Ltd
with a business address at 11F. No. 216, Sec. 2,
Nanjing E. Rd., Taipei 10489, Taiwan ("Supplier") acknowledges that it is
supplying services to Welocalize, Inc., headquartered at 241 East 4th Street,
Suite 207, Frederick, MD 21701, USA, and its subsidiaries and affiliated
companies (collectively referred to as "Welocalize") for customers of Welocalize
(each, a "Customer Company") or for Welocalize (collectively referred to as "the
Services"), as a result of which in the course of supplying Services as an
independent contractor of Welocalize, the Supplier may be given access to
confidential information of a Customer Company or Welocalize.

    


    The
purpose of this Agreement is to provide a framework for the delivery of Services
that meet the expectations of Welocalize and its Customer Companies and to
provide the conditions which shall govern both Welocalize and the Supplier
relations and the supply of Services.

    


    This
Agreement has an effective date of Oct. 20th, 2007
("Effective Date"). This Agreement commences on the Effective Date for an
initial period of one year and shall automatically renew on each anniversary of
the Effective Date for successive one-year periods, unless either party gives
the other party written notice of its intent not to renew, at least 90 days
prior to the expiration of the then-current term.

    


    In
consideration of the mutual promises and undertakings set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

    


    


    2.
STATEMENT OF WORK

    


    2.1. Statement of Work
Definition

    


    Welocalize
may engage the Supplier to perform Services as described in a Statement of Work
("SOW"). Failing this, no order shall be deemed to have been placed. A Statement
of Work can be represented by a purchase order, a written message or a work
assignment entry in the Welocalize work assignment system. Modifications in an
SOW must always be in writing.

    


    2.2.
Order Acceptance

    


    Welocalize
shall not send work to the Supplier without its prior approval.

    


    Any Order
not refused in writing by the Supplier within 24 hours of receipt shall be
deemed to have been accepted and the Supplier shall be bound to perform the
Services in accordance with such Order.

    


    If the
Supplier does not accept the Order, all physical materials supplied by
Welocalize shall be returned to Welocalize within 24 hours following the
non-acceptance. Failing this, Welocalize reserves the right to claim damages and
interest for any loss suffered.

    


    2.3.
Change of Scope

    


    Welocalize
may at any time modify or add to the scope of the Services agreed to between the
parties upon written notice to the Supplier specifying the desired modifications
or additions to the same degree of specificity as in the original
specifications. The Supplier must confirm receipt of this information and agrees
that modifications or additions which are not considered by both parties to be
substantial will be performed by the Supplier at no additional cost. If there
are substantial modifications, the Supplier will submit to Welocalize an
estimate of the time and cost to effect such modification or addition
("Estimate") within 24 hours of notification by Welocalize.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    The
parties must agree to the Estimate in writing, prior to either party being bound
to its terms. The performance of any modified or augmented Services by the
Supplier shall be governed by the terms and conditions of this
Agreement.

    


    2.4.
Project Cancellation

    


    If the
project is cancelled, Welocalize will promptly notify the Supplier. The Supplier
may invoice Welocalize solely for the amount of work that has been approved and
completed when the written cancellation was received. A written cancellation may
reach the Supplier via post, overnight delivery service, fax or electronic
mail.

     

     

    3.
DELIVERY

    


    3.1.
Delivery Expectations

    


    Delivery
shall take place in the way indicated in the Statement of Work.

    


    Delivery
at or before the date and time indicated in the Statement of Work is critical.
In the event of any delay in delivery that is due to the Supplier's fault or
negligence, Welocalize reserves the right to decline the work, to place the
order with a third party and/or to claim compensation and interest for the
damage suffered as set out in Schedule C.

    


    The
Supplier shall keep a full electronic and up-to-date backup copy of all project
files for the duration of the project and thereafter until acceptance of the
delivery by Welocalize.

    


    When
requested by Welocalize, the Supplier shall promptly deliver glossaries,
translation memories or any other additional material produced in direct
relation to the execution of the Statements of Work to Welocalize.

    


    The
Supplier is responsible for the cost of delivering work to
Welocalize.

    
 

    4.
USE AND OWNERSHIP OF PROJECT-RELATED MATERIALS

    


    The
Supplier shall not make use of any information disclosed to, produced by or
accessed by the Supplier in connection with this Agreement for any purpose other
than to supply Services.

    


    4.1.
Reference Materials

    


    Any
material (texts, drawings, models, films, pictures, negatives, magnetic media,
terminology or other glossaries, etc.) relating to the SOW shall remain the
exclusive property of Welocalize or the Customer Company and shall be returned
without delay on completion of the order, together with any software (discs and
manuals) provided to the Supplier to carry out the work. The Supplier shall also
totally erase any such software from its computer(s), and destroy any copy or
copies of the same made by way of backup(s) or otherwise.

    


    White the
materials and software are in its possession, the Supplier will ensure that they
are not damaged or lost. The Supplier will bear full responsibility in case of
any damage or loss of materials or software and will hold Welocalize harmless
against any claim resulting from such damage or loss.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    4.2.
Work Product Materials

    


    Any
materials produced by the Supplier in connection with Services ("Work Product")
shall be considered "work made for hire" on behalf of Welocalize and, as such,
shall be the sole property of Welocalize. The Supplier hereby assigns whatever
right, title and interest the Supplier may have or claim to such Work Product
property and all rights therein, including, but not limited to, any patent,
copyright, right to create derivative works, trademarks, trade secret, mask
works, or other intellectual property rights, to Welocalize or its designee. The
Supplier waives any "moral rights" it may have in any such Work Product and
hereby authorizes Welocalize and/or any person or entity obtaining rights
directly or indirectly from Welocalize (to the extent of such rights) to make
any desired changes to the Work Product or any part thereof, to combine or use
the Work Product with any other goods, products, materials, services or software
in any manner desired, and to withhold the Supplier's identity as an author in
connection with any distribution or use of the Work Product in any manner
thereof, either alone or in combination with other goods, products, materials,
services or software. In the event Welocalize is unable, after reasonable
effort, to secure the Supplier's signature on any letters patent, copyright or
other analogous protection relating to Work Product, Supplier hereby irrevocably
designates and appoints Welocalize and its duly authorized officers and agents
as its agent and attorney-in-fact, to act for and in its behalf and stead to
execute and file any such application or applications and to do all other
lawfully permitted acts to further the prosecution thereon with the same legal
force and effect as if executed by the Supplier.

    


    4.3.
Limited License

    


    Welocalize
may provide the Supplier with computer software and related documentation
("Licensed Programs") which are proprietary to Welocalize or to a Customer
Company. If such Licensed Programs are so provided, the Supplier acknowledges
that they are licensed to the Supplier on a royalty-free, revocable,
non-transferable and non-exclusive basis for the sole purpose of facilitating
the provision of Services by Welocalize under this Agreement, and the Licensed
Programs may not be transferred, distributed, conveyed or disclosed in any
manner, in whole or in part, to any third party. This limited license to the
Licensed Programs shall expire upon the termination or expiration of this
Agreement. Upon such termination or expiration, the Supplier shall return the
Licensed Programs and any copies thereof, to Welocalize and certify to
Welocalize that it has de-installed the Licensed Programs. The Supplier agrees
to establish and maintain appropriate security measures and safeguards against
the destruction, loss, or alteration, and the unauthorized access, use, or
disclosure, of any Licensed Programs in its possession during the term of this
Agreement. ALL LICENSED PROGRAMS PROVIDED TO THE PARTNER ARE PROVIDED ON AN 'AS
IS' BASIS. WELOCALIZE MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO
SUCH LICENSED PROGRAMS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. All rights in the Licensed Programs not
expressly granted by this paragraph to the Supplier are hereby reserved by
Welocalize or the applicable Customer Company.

    


     

    5.
FEES AND EXPENSES

    


    5.1.
Standard Fees

    


    The
standard fees to be applied for individual SOWs, as well as a description of
what these fees cover, are specified in Schedule A and/or in the SOWs.
The cost of the work as specified in the SOW shall not be amended without the
written agreement of both parties. If the fee indicated in the SOW differs from
the one indicated in Schedule
A, the former takes precedence.

    


    5.2.
Invoicing Terms

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    All
invoices submitted shall include all the legally required references of the
Supplier, and in particular name, address, and bank account number (including
IBAN, SWIFT, bank ID, bank address, sort code and/or routing number) and Tax
Income Reference Number. The invoice should also include the invoice number,
invoice date, purchase order number, project name, description, unit quantity,
unit price, invoice total value, Welocalize name and address and the name of the
Welocalize project manager.

    


    Invoices
will be submitted in the correct currency to the accounts payable address listed
below:

    


    ð Email: (This is the preferred method for
faster processing)

    
      
        
          	
                  In
      the United States:

                	
                  In
      Europe:

                
	
                  accounts.payable@welocalize.com

                   

                	
                  AP@welocalize.com

                


        

      

    

    


    


    ð Postal
service:

    
      
        
          
            	
                    In
      the United States:

                  	
                    In
      Europe:

                  
	
                    Welocalize,
      Attn.: Accounts Payable

                    241
      East 4th Street, Suite 207

                    Frederick,
      MD 21701

                    USA

                  	
                    Welocalize,
      Attn.: Accounts Payable

                    Unit
      5, Block 4B

                    Blanchardstown
      Corporate Park

                    Dublin
      15

                    Ireland

                  


          

        

      

    

    


    


    Invoices
shall not be paid until Welocalize has provided final acceptance of the quality
criteria in writing. Final acceptance or rejection will be provided within 10
business days of final receipt of translated files.

    


    Each
invoice shall be submitted to Welocalize no later than 45 days from the date of
final project/file delivery to Welocalize. Only for projects whose value is less
than $50.00 or €37 shall the Invoicing period be extended to 90 days from
project completion. Welocalize shall not accept invoices 90 days past completion
of any project.

    


    5.3.
Payment Terms

    


    All fees
and expenses are to be paid to the Supplier, in the currency of the invoice, by
check or wire transfer. Welocalize shall use all reasonable efforts to pay the
Supplier at 45 days after receiving an invoice for the Services.

    


    The
Supplier is liable for the Supplier's own expenses, except as noted otherwise in
each SOW. If such expenses are to be reimbursed per the SOW, the Supplier shall
submit monthly expense reports to Welocalize for each open SOW detailing the
expenses incurred for the project. Expense reporting must be completed and
approved by Welocalize prior to payment.

    


    Any
amounts disputed in good faith may be deducted from the invoice. The disputed
amount shall be notified in writing to the Supplier giving the reasons for
withholding payment. Upon receipt of Welocalize's dispute notice, the Supplier
and Welocalize will work together in good faith to resolve such disputes in a
prompt and mutually acceptable manner. Welocalize agrees to pay any disputed
amounts once the issues have been resolved.

    


     

    6. WELOCALIZE DUTIES AND
RESPONSIBILITIES

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    6.1.
Training on Specialized Equipment or Tasks

    


    Welocalize
will provide suitable training both to ensure the safety of the Supplier's
personnel and to safeguard Welocalize's and/or the Customer Company's systems or
equipment. The Supplier will ensure that all Supplier personnel who work on
Welocalize's and/or the Customer Company's systems or equipment are adequately
qualified.

    


    6.2.
Project Information and Support

    


    Welocalize
shall use all reasonable efforts to:

    


    
      	
               
      

            	
              •

            	
              Supply
      the Supplier with adequate information which allows the Supplier to
      provide final files that meet the required standards on
    time

            


    

    
      	
               
      

            	
              •

            	
              Clearly
      specify deliverables, deadlines and quality expectations in the
      SOW

            


    

    
      	
               
      

            	
              •

            	
              Provide
      all reasonable technical and linguistic support to the
      Supplier

            


    

    
      	
               
      

            	
              •

            	
              Manage
      project queries adequately and in a timely
  manner

            


    

    
      	
               
      

            	
              •

            	
              Provide
      all relevant quality feedback Indicating necessary corrective
      actions

            


    

    


    6.3.
Supplier Requests for Approvals and Information

    


    Welocalize
will respond promptly to any Supplier requests to provide direction,
Information, approvals, authorizations or decisions that are reasonably
necessary for the Supplier to perform the services.

    


     

    7.
WARRANTIES AND REMEDIES

    


    7.1.
Quality of Service and Remedies for Breaches

    


    The
Supplier represents and warrants that the Services and any deliverables will
meet the quality criteria as set out in Schedule B and in any separate
document accompanying the SOW or otherwise sent by Welocalize to the Supplier
before or during the performance of the Services. In the absence of any explicit
written description of quality criteria for the type of Services provided in the
SOW, the Supplier undertakes and warrants that it shall:

    


    
      	
               
      

            	
              •

            	
              Deliver
      an accurate translation for each of the files in the inventory with each
      being linguistically and stylistically appropriate for the target
      market

            


    

    
      	
               
      

            	
              •

            	
              Maintain
      consistency of terminology throughout (including references to software
      and other related materials)

            


    

    
      	
               
      

            	
              •

            	
              Follow
      all client-specific and project-specific instructions (including
      compliance to glossaries, style guides, previous translations, customer
      reviewer corrections, etc.)

            


    

    
      	
               
      

            	
              •

            	
              Thoroughly
      review all the files so that grammar, spelling (including mandatory use of
      spell checkers) and punctuation are 100%
correct

            


    

    


    In
addition, the Supplier represents and warrants that all Services and all
deliverables will be:

    


    
      	
               
      

            	
              •

            	
              Performed
      in a professional and workmanlike
manner

            


    

    
      	
               
      

            	
              •

            	
              Of
      a high grade, nature and quality

            


    

    
      	
               
      

            	
              •

            	
              Free
      from known errors, bugs and
mistakes

            


    

    
      	
               
      

            	
              •

            	
              Compliant
      with the guidelines and specifications supplied by the customer company or
      by Welocalize on the customer company's behalf from time to
      time

            


    

    
      	
               
      

            	
              •

            	
              Consistent
      with industry standards reasonably applicable to such
    services

            


    

    


    If
Welocalize considers, during the period of time described in Section 7.5 below,
that a breach of the warranties set forth in this section has occurred and
notifies the Supplier in writing stating the nature of the breach, then the
Supplier shall use its best efforts to immediately correct any affected Services
so that they comply with the warranty.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    The
Supplier shall reimburse and indemnify Welocalize for any losses or damages
incurred by it as a result of any breach by the Supplier of this
Agreement.

    


    The
penalties and refunds payable in the event of defective service are as defined
in Schedule C to this
Agreement and are supplemental to, and not in lieu of, all other remedies
available to Welocalize by contract or law.

    


    7.2.
Acceptance and Inability to Perform

    


    Acceptance
of the Work by Welocalize may be subject to quality assessments performed as set
out in Schedule B and
Welocalize reserves the right to decline any Work which does not comply with the
stated quality criteria. If Work is refused as not meeting the requisite
standards, the Supplier agrees to correct it without additional cost or, if the
delivery date does not permit, reimburse Welocalize for the additional expense
of having the corrections completed elsewhere as set out in Schedule C.

    


    If for
any reason during the execution of the SOW Welocalize determines that the
Supplier will be incapable of delivering the work within the required deadline
and according to the agreed quality requirements, Welocalize shall have the
right, in its sole discretion, to re-assign the work partly or entirely to
another Supplier.

    


    7.3.
Third-Party Claims

    


    The
Supplier represents that it has no agreement with or obligations to others which
would prevent it from performing the Services hereunder or that would require it
to obtain the prior consent of any third party in order to perform the
Services.

    


    The
Supplier warrants that all Services and all deliverables:

    


    
      	
               
      

            	
              •

            	
              Do
      not and will not infringe upon, violate, or misappropriate any patent,
      copyright, trade secret, trademark, contract, or any other publicity
      right, privacy right, or proprietary right of any third
    party

            


    

    
      	
               
      

            	
              •

            	
              Do
      not and will not incorporate or be derived from the intellectual property
      of any third party, without Welocalize's prior written
    consent

            


    

    
      	
               
      

            	
              •

            	
              Will
      be provided to Welocalize free of all liens, security interests, or other
      encumbrances of any kind

            


    

    


    If a
third party takes action against Welocalize for any infringements of this
nature, then the Supplier will, at its own expense, settle the claim or arrange
to defend Welocalize in such proceedings, and, in such circumstances, the
Supplier will pay all settlement costs, damages, and legal fees and expenses
finally so awarded.

    


    7.4.
Exclusions

    


    The
Supplier is not responsible for any infringements to copyright, trade secret,
trademark, contract, or any other publicity right, privacy right, or proprietary
right of any third party where Welocalize has made amendments to original
documents and similar works prepared by the Supplier without the express
approval of the Supplier, or where Welocalize fails to use the most recent
versions of such works that have been delivered by the Supplier and the
infringement is caused by such amendments or failures to use.

    


    7.5.
Services Warranty Period

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    The
Supplier agrees that it will correct or repair any deliverables or Services that
do not conform to the specifications or acceptance criteria at no charge for the
12-month period following delivery to Welocalize of such deliverables or
Services.

    


    7.6.
Force Majeure

    


    Except in
respect of payment liabilities, neither party will be liable for any failure or
delay in its performance and/or provision of the Services under this Agreement
due to reasons beyond either party's reasonable control, Including national
emergency, acts of war, earthquake, flood, riot, embargo, sabotage, or
governmental act, provided the affected party gives the other party prompt
notice of the reasons for such cause.

    


    7.7.
No Malicious Code

    


    All
deliverables produced by the Supplier hereunder will be free of any and all time
locks, viruses, trojans, worms, spyware, adware, other malware and malicious
code, copy protect mechanisms, back doors, or features designed to (I) disable
the deliverables or render them incapable of operation (whether after a certain
time, after transfer to another machine, or otherwise), (II) permit access
unauthorized by Welocalize or its customers to the deliverables or to any
Welocalize or its customers' networks, systems, programs, or data, or (iii)
enable Supplier to track Welocalize's or users' use of the deliverables without
Welocalize's express consent.

    


     

    8.
SECURITY

    


    8.1.
Logical Access

    


    Welocalize
will provide the Supplier's employees and sub-contractors with necessary access
to the software and systems in order that the Services may be delivered and
maintained in accordance with the terms of this Agreement.

    


    8.2.
Compliance with Welocalize Security Policies

    


    The
Supplier will ensure that its employees are made aware of security policies and
will also ensure ongoing compliance with these policy statements. Welocalize
will provide the Supplier with up-to-date information on its security policies
and will keep the Supplier informed about any changes to these
policies.

    


    8.3.
Information and Data Security Measures

    


    The
Supplier will manage information and data security with reasonable efforts to
restrict unauthorized access. The Supplier will make best endeavors to ensure
that its employees and representatives are fully aware of the risks associated
with Information and data security issues.

    


    8.4.
Disaster Recovery

    


    The
Supplier will ensure that information and data under its responsibility are
properly backed up on a daily basis and also that arrangements are made for
recovery processes to be installed to minimize any potential disruption to
Welocalize's business. The Supplier is required to ensure that proper measures
are in place to enable continuation of services in the event of unexpected
disruptive events. These measures should include implementation and pre-testing
of formal disaster recovery and business continuity planning within the
Supplier's business.

    


    8.5.
Anti-Virus Software

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    The
Supplier agrees that it shall utilize best-in-class grade anti-virus software to
examine each deliverable to be provided by it hereunder and cleanse or otherwise
prevent such deliverable from containing any code described in Section 7.7, and
otherwise utilize all reasonable security measures to protect the integrity of
the deliverables provided hereunder.

    


     

    9.
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

    


    If the
Supplier has sub-contracted the entirety or parts of the Work Product, the
Supplier is under obligation to ensure that all copyrights are transferred
entirely to Welocalize.

    


    Should
Work Product or other deliverables hereunder become, or in either party's
opinion be likely to become, the subject of a claim of Infringement, the
Supplier:

    


    
      	
              •

            	
              Shall
      procure for Welocalize the right to continue to use the affected Work
      Product or deliverable

            


    

    
      	
              •

            	
              Shall
      replace the affected Work Product or deliverable with non-infringing
      functionally equivalent software or other materials, as applicable,
      or

            


    

    
      	
              •

            	
              Shall
      modify the affected Work Product or deliverable to make it
      non-infringing

            


    

    


    If the
foregoing remedies are not commercially feasible, the Supplier shall, at
Welocalize's request, uninstall the infringing Work Product or deliverable (and
any other Work Product or deliverable whose functionality is dependent on the
infringing product or deliverable) and shall provide Welocalize with a refund of
all fees paid for such affected Work Product or deliverable, prorated on a
five-year straight line basis from the date of its acceptance.

    


     

    10.
CONFIDENTIALITY

    


    10.1.
Obligation Not to Use or Disclose

    


    Both
parties agree to keep confidential all information concerning the other party's
business or its ideas, products, customers or services that could be considered
to be "Confidential Information," as such term is defined herein.

    


    The
receiving party will not, during or subsequent to the term of this Agreement,
use the Confidential Information for any purpose whatsoever other than the
performance of the Services for the benefit of Welocalize, or disclose
Confidential Information to any third party other than its employees or
subcontractors who have a need to have access to and knowledge of the
Confidential Information solely in connection with the performance of Services
hereunder.

    


    Prior to
disclosure, the receiving party shall have entered into non-disclosure
agreements with such employees and subcontractors having obligations of
confidentiality as strict as those contained in this Section, to ensure against
unauthorized use or disclosure of Confidential Information.

    


    10.2.
Definition of Confidential Information

    


    "Confidential
Information" shall be deemed to include any technology, proprietary information,
technical data, trade secrets and/or know-how, Including, without limitation,
research, product plans, products, services, customers, customer lists, pricing,
revenue, markets, software, developments, inventions, processes, formulas,
technology, designs, drawings, engineering, hardware configuration information,
methodologies, translation memory databases, software programs and source code
including those licensed by Welocalize and made available to Supplier for the
purpose of facilitating Supplier's performance of services for Welocalize's or
its customers' benefit, identification names and passwords, documentation,
proprietary

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Information
belonging to third-party Welocalize customers or licensors, and/or marketing,
finances or other business information, disclosed by the disclosing party either
directly or indirectly in writing, orally, electronically, or by drawings or
inspection of parts or equipment, including but not limited to any Work Product
delivered hereunder, and other such information which, by its nature, is
normally understood to be confidential.

    


    10.3.
Exclusions

    


    The
obligations described in Section 10.1 shall not extend to the
following:

    


    
      	
               
      

            	
              •

            	
              Confidential
      Information which at the time of disclosure is in the public
      domain

            


    

    
      	
               
      

            	
              •

            	
              Confidential
      Information which after generation or disclosure is published or otherwise
      becomes part of the public domain through no fault of the receiving party
      (but only after and to the extent that it is published or otherwise
      becomes part of the public domain)

            


    

    
      	
               
      

            	
              •

            	
              Confidential
      Information which either party can show was in its possession at the time
      of generation or disclosure and was not acquired, directly or indirectly,
      from the other party or from a third party under an obligation of
      confidence

            


    

    
      	
               
      

            	
              •

            	
              Confidential
      Information which was received after the time of generation or disclosure
      hereunder, from a third party who did not require that party to hold it in
      confidence and who did not acquire it, directly or indirectly, from the
      other party under an obligation of confidence;
  and

            


    

    
      	
               
      

            	
              •

            	
              Confidential
      Information which the receiving party can show was developed independently
      without benefit of, or being based on, information generated hereunder or
      made available by the other party

            


    

    


    10.4.
Standard of Care

    


    Each
party shall exercise at least such care in protection of the Confidential
Information of the other as they exercise in the protection of Confidential
Information of their own, but in no event shall such party exercise less than
reasonable care in doing so.

    


    It is the
Supplier's responsibility to notify Welocalize if and when an employee with
access to their identification names and passwords leaves the company.
Welocalize will reset the password upon notification.

    


    10.5.
Acts of Employees, et al.

    


    Each
party shall be responsible for the acts or failures to act of their respective
employees, Including in Supplier's case, any ex-employee possessed of
Identification names and passwords as contemplated by Section 10.4
above.

    


    10.6.
Return of Confidential Information

    


    Upon the
expiration or termination of this Agreement or upon the earlier demand of the
other party, each party agrees to return to the other all of the documents,
software source code, translation memory databases (TMs), discs, files, printed
materials and other Confidential Information provided hereunder, and all copies
thereof.

    


    10.7.
Right to Disclose; No License

    


    Each
party warrants to the other that it has the unqualified right to disclose to
each other the Confidential Information disclosed hereunder. All such
Confidential Information will remain the property of the disclosing party and
the receiving party will not acquire any rights to that confidential
information. In particular, this Agreement does not grant any right or license,
express or implied, to use Confidential Information except as permitted by this
Agreement, nor any right to license, express or implied, under any patent, nor
any right to purchase, distribute or sell any product.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    10.8.
Client Contact

    


    Except
where expressly authorized by Welocalize, the Supplier shall not contact any
client for whom it is performing work through Welocalize.

    


    10.9.
Separate Mutual Non-Disclosure Agreement

    


    The
Supplier understands and agrees that it will be asked to enter into a separate
Non-Disclosure Agreement (NDA) document with Welocalize. The articles of that
separate NDA will take precedence over this Confidentiality article, but only to
the extent the former conflicts with the latter.

    


     

    11.
LEGAL COMPLIANCE & RESOLUTION OF DISPUTES

    


    11.1.
Governing Law

    


    This
Agreement shall be governed in accordance with the laws of the State of
Maryland, United States of America, excluding principles of conflict of laws.
Each party agrees and consents to venue and jurisdiction in connection with any
action arising hereunder, or in connection herewith, solely within the state
courts sitting in Frederick County or Montgomery County, Maryland or, if a
federal action, the federal District Court for the District of Maryland, in each
case at the option of Welocalize.

    


    11.2.
Export Control

    


    Both the
Supplier and Welocalize agree to comply fully with all relevant export laws and
regulation of the country or countries where their offices are
located.

    


    11.3.
Informal Resolution

    


    In the
event of dispute, the Parties will initially attempt to resolve any such
disputes through informal negotiation and discussion. Formal proceedings should
not be commenced until such informal negotiations and discussions are concluded
without resolution.

    


    11.4.
Arbitration

    


    Any
dispute, difference or question relating to or arising between the parties
concerning the construction, meaning, effect or implementation of this Agreement
will be submitted to, and settled by arbitration by a single arbitrator chosen
by the Washington, D.C., Regional Office of the American Arbitration Association
in accordance with the Commercial Rules of the American Arbitration Association.
The arbitrator shall apply Maryland law. Unless otherwise agreed by the parties,
arbitration will take place in Baltimore, Maryland, U.S.A. Any court having
jurisdiction over the matter may enter judgment on the award of the arbitrator.
Service of a petition to confirm the arbitration award may be made by regular
mail or by commercial express mail, to the attorney for the party or, if
unrepresented, to the party at the last known business address.

    


     

    12.
TERMINATION

    


    12.1.
Termination for Convenience

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    This
Agreement may be terminated at any time by either party, upon receipt of 45 days
prior written notice of termination by the non-terminating party, provided,
however, that Supplier may not terminate the Agreement during the performance of
an SOW. Upon notice of such termination, the Supplier shall advise Welocalize of
the extent to which performance has been completed through such date, and
collect and deliver to Welocalize whatever Work Product then exists in the
manner requested by Welocalize.

    


    12.2.
Termination for Cause

    


    If either
party fails to perform its obligations under this Agreement, and does not,
within 30 days of receiving written notice describing such failure, cure such
failure, then this Agreement may be terminated forthwith.

    


    12.3.
Payment on Termination

    


    Upon
termination of a SOW or this Agreement by Welocalize, the Supplier shall be paid
for any authorized work performed through the date of termination provided that
in no case will the amount paid exceed the total amount payable under the
particular SOW.

    


    12.4.
Obligations

    


    The
obligations set forth in Sections 2, 3, 4, 7, 10, 11 and 12.4 shall survive any
expiration, regardless of whether or not the Supplier remains associated in any
manner, either directly or indirectly with Welocalize, its agents and/or
contractors.

    


     

    13.
GENERAL PROVISIONS

    


    13.1.
Notices and Confirmation

    


    Notices
and confirmations required under this Agreement are to be sent to the address
and persons specified in this Agreement. Notices are to be sent in writing by
email, registered post, fax, express courier service or be delivered
personally.

    


    13.2.
Standard of Care

    


    Each
party will act in good faith in the performance of its respective duties and
responsibilities and will not unreasonably delay or withhold the giving of
consent or approval required for the other party under this Agreement. Each
party will provide an acceptable standard of care in its dealings with the other
party and its employees.

    


    13.3.
Assignment

    


    The
Supplier may not assign, transfer or subcontract this Agreement without the
prior written consent of Welocalize, and any attempt to do so shall be void. In
the event that consent for assignment is given, the terms of this Agreement will
be binding upon Supplier's successor. This Agreement shall inure to the benefit
of and may be enforced by the successors and permitted assigns of the
parties.

    


    13.4.
Entire Agreement

    


    This
Agreement constitutes the entire agreement between the Parties hereto and
supersedes and cancels any prior agreements or communications, whether oral or
written, between the Parties hereto relating to the subject matter
hereof.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    13.5.
Severability

    


    The
provisions of this Agreement shall be deemed severable, and the unenforceability
of any one of the provisions shall not affect the enforceability of other
provisions. In the event that a provision is found to be unenforceable, the
parties or reviewing court shall substitute for that provision an enforceable
provision that preserves as near as possible the original intent and position of
the parties.

    


    13.6.
Changes to the Agreement

    


    Any
change made in the provisions of this Agreement and applicable to a specific
undertaking, must be in writing and be approved by both parties before the work
concerned is begun in order to be effective. SOWs entered into hereunder shall
be deemed to incorporate therein the terms of this Agreement. In the event of
any conflict between the terms of an SOW and this Agreement, the SOW will
control.

    


    13.7.
Non-Solicitation

    


    During
the term of this Agreement and for twelve (12) months thereafter, the Supplier
agrees that it will not directly or indirectly approach any Customer Company for
whom it is providing Services with the intention of providing such Services, or
similar services, directly to the Customer Company. All communication on
projects and on the Services will be through the Welocalize project manager
unless otherwise authorized by Welocalize in writing. The Supplier will promptly
notify Welocalize if the Supplier is approached directly or indirectly by the
Customer Company to perform the work for which it has been engaged by Welocalize
to perform for Customer Company, or by a competitor of Welocalize to perform the
work for which it has been engaged by Welocalize to perform for Customer
Company.

    


    13.8.
Non-Exclusive Agreement

    


    It is
understood and agreed that this Agreement does not grant to the Supplier any
exclusive rights to do business with Welocalize and also that Welocalize may
contract with other partners for the procurement of similar services. Nothing in
the Agreement prevents the Supplier from marketing, developing, using and
performing similar services or products to other potential clients as long as
this does not violate the Non-Disclosure Agreement between Welocalize and the
Supplier.

    


    13.9.
Insurance

    


    Throughout
the term, the Supplier will procure and maintain at its own expense Commercial
General Liability insurance, with policy limits for bodily injury and damage to
property in amounts acceptable to Welocalize. The insurance Supplier maintains
pursuant to this Section will be in a form and with insurers reasonably
acceptable to Welocalize. Upon Welocalize's request the Supplier will provide to
Welocalize certificates of insurance evidencing full compliance with the
requirements of this Section.

    


    13.10.
Publicity

    


    The
Supplier agrees not to list any Customer Company or Welocalize as a customer in
the Supplier documentation or websites. Without Welocalize's prior written
approval, the Supplier will not directly or indirectly disclose to anyone the
terms of this Agreement.

    


    13.11.
Independent Contractor

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    The
Supplier is an independent contractor and shall not be deemed for any purpose to
be an employee of Welocalize. The Supplier shall not be entitled to participate
in any Welocalize employee benefits programs. Welocalize shall not be
responsible to the Supplier for any payroll-related taxes related to the
performance of the Services.

    


    13.12.
Authorization to Sign This Agreement

    


    The
Supplier certifies that it is duly authorized to sign this document. The
Supplier certifies that it has no outstanding agreement or obligation that is in
conflict with any of the provisions of this Agreement, or that would preclude
the Supplier from complying with the provisions of this Agreement, and further
certifies that Supplier will not enter into any such conflicting agreement or
obligation during the Term of this Agreement.

    


    Any
conflict between the provisions of this Agreement and any legal provision, or
their non-applicability to a given undertaking because of its specific nature,
shall in no way affect the validity of the other provisions of the Agreement,
which shall continue to apply in full.

    


    13.13.
Schedules

    


    The
Schedules referred to in, and attached to, this document are to be considered an
integral part of this Agreement.

    


    14.
SIGNATURES

    


    The
following authorized representatives of each party execute this Agreement as of
the Effective Date:

    


    


    For the
Supplier   TARGETEK CO., LTD.

    


    
      
        	
                Signature

              	: 
      	
                /s/
      Lee, Wen-Hui

              
	 
      	 
      	 
      
	
                Name

              	: 
      	
                Lee,
      Wen-Hui

              
	 
      	 
      	 
      
	
                Position

              	: 
      	
                General
      Manager

              
	 
      	 
      	 
      
	
                Date
      of Signing: 

              	: 
      	
                Oct.
      20, 2007

              


      

    

    


    For
Welocalize

    


    
      
        	
                Signature

              	: 
      	
                /s/
      Olga Blasco

              
	 
      	 
      	 
      
	
                Name

              	: 
      	
                Olga
      Blasco

              
	 
      	 
      	 
      
	
                Position

              	: 
      	
                Director,
      Global Language Services

              
	 
      	 
      	 
      
	
                Date
      of Signing  

              	:	 
      


      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      
        	
                 

                SCHEDULE
      A -TASKS INCLUDED IN WORD/PAGE RATES

                 

              


      

    

    


    A.1.
Word Rates

    


    A.1.1
Project tasks included in word rates

    


    (Tasks
in italics apply to agencies or freelance networks, but not to individual
freelancers)

    


    Included
in all word rates (if not stated otherwise):

    


    
      	
              •

            	
              Review
      handoff from Welocalize and raise queries if anything is missing or
      unclear within 24 hours or as soon as possible
  thereafter

            


    

    
      	
              •

            	
              Review
      and ensure adherence to style guides, glossaries, reference materials, and
      instructions

            


    

    
      	
              •

            	
              Project
      coordination and
      resource management

            


    

    
      	
              •

            	
              Query
      management: submit timely queries to appointed Welocalize or client
      contact and implement answers globally throughout the
  files

            


    

    
      	
              •

            	
              Interface
      with appointed contact regarding language
issues

            


    

    
      	
              •

            	
              Implement
      feedback from Welocalize Language Quality Assurance (LQA) and provide
      feedback on LQA results

            


    

    
      	
              •

            	
              Replace
      software terms in documentation and help, whenever they are kept in the
      source language until the software is
frozen

            


    

    
      	
              •

            	
              Implement
      one round of customer review
comments

            


    

    
      	
              •

            	
              Run
      simple verification tool(s), for example, tag checker to ensure integrity
      of tags in translated files, spell checker to ensure absence of spelling
      mistakes, consistency checker to ensure consistent use of terminology, and
      others

            


    

    
      	
              •

            	
              Clean
      translated files (if a tool such as Trados is used) and verify integrity
      of tags

            


    

    
      	
              •

            	
              Create
      MIF or simple PDF for language quality assurance purposes (this does not
      include any DTP formatting work)

            


    

    
      	
              •

            	
              Delivery
      by email, FTP, collaboration portal or regular
  mail

            


    

    
      	
              •

            	
              Deliverables:
      clean files, unclean files, up-to-date translation memory (or export), log
      files, hardcopy (as requested), handoff checklists and/or any reports
      created by mentioned verification
tool(s)

            


    

    


    A.l.2.
Full word rates include:

    


    
      	
              •

            	
              Translating
      the source text in translation memory tool, word processor or software
      localization tool

            


    

    
      	
              •

            	
              Checking
      software references in documentation and help against glossary or running
      software

            


    

    
      	
              •

            	
              Ensuring
      consistency with legacy translations (if
  applicable)

            


    

    
      	
              •

            	
              Editing
      of target text, i.e., comparing the translation to the source text and
      checking it for accuracy, use of correct terminology and country
      standards, adherence to specifications, adherence to style guides (if
      available), consistency, and use of correct spelling, grammar, and
      punctuation. This step
      should be performed by a person other than the original translator unless
      agreed otherwise with Welocalize in
  writing.

            


    

    
      	
              •

            	
              Implementing
      corrections into the translated
files

            


    

    
      	
              •

            	
              Verifying
      that all corrections have been
implemented

            


    

    


    A.1.3. Percentage rates for review of 100%
matches include: *

    


    
      	
              •

            	
              Comparing
      the translation to the source text and checking it for spelling, grammar,
      punctuation, adherence to specifications and
  consistency

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    A.1.4.
Percentage rates for fuzzy matches include: *

    


    
      	
              •

            	
              Modifying
      leveraged translations as needed

            


    

    
      	
              •

            	
              Editing
      of target text, i.e., comparing the translation to the source text and
      checking it for accuracy, use of correct terminology, adherence to
      specifications, adherence to style guides (if available), consistency, and
      use of correct spelling, grammar, and punctuation. This step should be performed
      by a person other than the original translator unless agreed otherwise
      with Welocalize in writing.

            


    

    
      	
              •

            	
              Implementing
      corrections into the translated
files

            


    

    
      	
              •

            	
              Verifying
      that all corrections have been
implemented

            


    

    


    A.1.5.
Examples of tasks not Included in word rates:

    


    
      	
              •

            	
              Glossary
      translation

            


    

    
      	
              •

            	
              DTP-related
      tasks other than preserving original layout
  settings

            


    

    
      	
              •

            	
              Engineering
      tasks other than preserving integrity of links and original
      layout

            


    

    
      	
              •

            	
              Graphics
      editing

            


    

    
      	
              •

            	
              Dialog
      box resizing **

            


    

    
      	
              •

            	
              Hotkey
      duplication check **

            


    

    
      	
              •

            	
              Software
      In-Context Validation, i.e. verifying translated software after
      compilation **

            


    

    
      	
              •

            	
              Final
      QA of documentation after DTP and art linking
  ***

            


    

    
      	
              •

            	
              Implementing
      spelling reforms (e.g. convert legacy translations to new German
      spelling)

            


    

    
      	
              •

            	
              Implementing
      changes of UI terms, glossaries and style guides into finalized
      translation

            


    

    
      	
              •

            	
              Delivery
      by courier (unless necessary because of late
  delivery)

            


    

    


    *
Welocalize reserves the right to renegotiate discount percentages for Trados
categories on a project-by-project basis; however, this should always be
clarified prior to project start.

    


    ** For
some accounts, word rates may be negotiated to include these activities. This
should always be clarified prior to project start.

    


    *** In
some cases, the agreed word rates include the final Documentation QA after the
DTP step. This should always be clarified prior to project start.

    


    A.2.
DTP Page Rates

    


    A.2.1.
Project tasks included in DTP page rates

    


    (Tasks
in italics apply to agencies or freelance networks, but not to individual
freelancers)

    


    Included
in per-page rates:

    


    Infrastructure:

    
      	
              •

            	
              Provide
      required hardware and software

            


    

    


    Preparation:

    
      	
              •

            	
              Review
      handoff from Welocalize and raise queries if anything is missing or not
      clear

            


    

    
      	
              •

            	
              Install
      necessary applications for the
project

            


    

    
      	
              •

            	
              Install
      necessary fonts for the project

            


    

    
      	
              •

            	
              Install
      correct printer driver for the
project

            


    

    
      	
              •

            	
              Produce
      a hardcopy of the original source files if this has not been
      provided

            


    

    


    Production:

    
      	
              •

            	
              Apply
      appropriate language templates, i.e. import paragraph and other styles
      from either the original or previously localized
  document

            


    

    
      	
              •

            	
              Ensure
      the components of the page layout match the paragraph and character
      styles, look and size of the original source
  document

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              •

            	
              Adjust
      page and line breaks; apply copy fit, if so
  directed

            


    

    
      	
              •

            	
              Link
      or embed localized graphics into the localized document, size
      graphics

            


    

    
      	
              •

            	
              Check
      that all callouts within and around graphics are visible and complete, and
      that callout lines point to the correct
  positions

            


    

    
      	
              •

            	
              Check
      for correct punctuation

            


    

    
      	
              •

            	
              Check
      the headers and footers for correct information/format and page
      numbers

            


    

    
      	
              •

            	
              Generate
      lists (Table of Contents, Index, List of figures and tables, etc...),
      ensure the styles and entries are correct, and all ranges are
      linked

            


    

    
      	
              •

            	
              Link
      and check cross-references to the correct
  paragraphs

            


    

    
      	
              •

            	
              Check
      that variables are represented correctly and in the target
      language

            


    

    
      	
              •

            	
              Adjust
      part numbers, publication dates, etc. as
  directed

            


    

    
      	
              •

            	
              Ensure
      no languages are mixed in the
content

            


    

    
      	
              •

            	
              Ensure
      no source language remains in the target language unless otherwise
      directed

            


    

    


    Quality
Assurance:

    
      	
              •

            	
              Put
      QA workflow in place before commencing a project (the Supplier should
      never expect or depend on Welocalize to carry out a final
    QA)

            


    

    
      	
              •

            	
              Review
      process which involves comparing a hard copy of the formatted localized
      files to a hard copy of the original source files, as well as on-screen
      review of cross-references and links. This step should involve a person
      other than the original DTP
operator.

            


    

    
      	
              •

            	
              Query
      management: submit timely queries to Welocalize or client validator and
      implement answers

            


    

    
      	
              •

            	
              Complete
      checklist or signoff sheet as
directed

            


    

    
      	
              •

            	
              Delivery
      of flat PDF file for review

            


    

    
      	
              •

            	
              Implement
      of Welocalize QA results and/or provide feedback on QA
    results

            


    

    
      	
              •

            	
              Implement
      of one round of client validation
comments

            


    

    
      	
              •

            	
              Delivery
      by email, FTP, collaboration portal or regular mail, according to
      instructions provided

            


    

    


    A.2.2.
Not included in per page rates

    


    Activities
not listed above are not included in the per-page rates and may be charged by
resource on an hourly basis. For example:

    
      	
              •

            	
              Creation
      of template or style sheet

            


    

    
      	
              •

            	
              Implementation
      of linguistic corrections

            


    

    
      	
              •

            	
              Creation
      and QA of PDFs with links or PostScript
*

            


    

    
      	
              •

            	
              Graphics
      editing

            


    

    
      	
              •

            	
              Creation
      of screen capture

            


    

    
      	
              •

            	
              Creation
      of film output

            


    

    
      	
              •

            	
              Ensure
      all changes received during the course of the project to date have been
      entered

            


    

    
      	
              •

            	
              Conversion,
      e.g. in S-Tagger or from word processing to publishing file format
      *

            


    

    


    A.2.3
Distinction between standard and complex DTP

    


    To be
confirmed at the start of each project, based on following
guidelines:

    


    
      	
              •

            	
              According
      to application used: typically (but not always), formatting in Word and
      FrameMaker is standard DTP; formatting in Quark Xpress, InDesign,
      PageMaker or Interleaf is complex
DTP.

            


    

    
      	
              •

            	
              According
      to tasks: typically, standard DTP applies when formatting from the source
      files has been preserved but needs to be tidied up; complex DTP applies
      when formatting is done from
scratch.

            


    

    


    * For
some resources or accounts, page rates may be negotiated to include these
activities. This only applies if stated explicitly. For example, some DTP
resources have specific page rates for PostScript and/or PDF creation, whereas
others may include this in the DTP page rates.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                 

                SCHEDULE B - LANGUAGE QUALITY
      CRITERIA

                 

              


      

    

     

    


    Welocalize
reserves the right to request a written copy of the Supplier's Quality Assurance
Process.

    


    The
standard quality evaluation applied on translation work, called Language Quality
Assessment (LQA), consists of an objective error count based on a sample of the
total work. The LQA process currently applies a number of error criteria,
severity levels and metrics. As quality requirements evolve and new quality
methodologies are developed, Welocalize reserves the right, at its sole
discretion, to determine which level of quality assessment and which error
threshold will be applied to the work delivered by the Supplier.

    


    The
definitions of the error categories are:

    


    • Accuracy - Errors
of the Accuracy category indicate translation errors. They are normally detected
by comparing the source and target texts.

    


    •
Language - Errors of the Language category indicate language errors. Usually,
these are deviations from generally accepted language conventions such as
punctuation, spelling, or grammar.

    


    • Terminology -
Errors of the Terminology category indicate compliance errors. Usually, these
are deviations from an approved translation glossary or industry-specific term
usage.

    


    • Style -
Errors of the Style category indicate compliance errors or poor readability of
the target language due to register and tone. Usually, these are deviations from
an approved style guide or from the general style required by the
text.

    


    • Country
- Errors of the Country category indicate localization errors, i.e. the
translation is not appropriate for the target culture or market or does not
conform to the localization standards in use in the target country.

    


    •
Functional - Errors of the Functional category usually indicate technical,
non-language-related errors as a direct result of the translation process such
as deletion or misplacement of tags, links or codes.

    


    The
definitions of error severity levels are:

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    • Major
errors - Major errors are blatant and severe errors that jeopardize, invert or
distort the meaning of a translation. Major errors are severe failures in
accuracy, compliance, or language. Examples include:

    


    
      	
               
      

            	
              •

            	
              Any
      statement that can be potentially
offensive

            


    

    
      	
               
      

            	
              •

            	
              Errors
      that endanger the integrity of data or the health/safety of
      users

            


    

    
      	
               
      

            	
              •

            	
              Errors
      that modify or misrepresent the functionality of the device or
      product

            


    

    
      	
               
      

            	
              •

            	
              Errors
      that clearly show that the client's and/or Welocalize's instructions
      haven't been followed

            


    

    
      	
               
      

            	
              •

            	
              Errors
      that appear in a High Visibility Portion and/or is numerously
      repeated

            


    

    
      	
               
      

            	
              •

            	
              Grammar
      or syntax errors that are gross violations of generally accepted language
      conventions

            


    

    


    • Minor errors -
Minor errors are all errors that do not fall in the major error category as
defined above or are merely preferential changes. Examples include:

    


    
      	
               
      

            	
              •

            	
              Accuracy
      errors that result in a slight change in
meaning

            


    

    
      	
               
      

            	
              •

            	
              Small
      errors that would not confuse or mislead a user but could be
      noticed

            


    

    
      	
               
      

            	
              •

            	
              Formatting
      errors not resulting in a loss of meaning, e.g. wrong use of bold or
      italics

            


    

    
      	
               
      

            	
              •

            	
              Wrong
      use of punctuation or capitalization not resulting in a loss of
      meaning

            


    

    
      	
               
      

            	
              •

            	
              Generic
      error to indicate generally inadequate style (e.g. literal translation,
      "stilted" style, etc.)

            


    

    
      	
               
      

            	
              •

            	
              Grammar
      or syntax errors that are minor violations of generally accepted language
      conventions

            


    

    
      	
               
      

            	
              •

            	
              Typos
      and misspellings that do not result in a loss of
  meaning

            


    

    


    As the
LQA process is based on a sample of the translation, it is possible that the LQA
result is not representative of the overall quality of the translation.
Therefore even if an LQA result or any other QA check meets expectations, it
cannot automatically be considered as an acceptance of the work by
Welocalize.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                 

                SCHEDULE
      C - SCALE OF PENALTIES

                 

              


      

    

    
 

    
      
        
          
            	
                    Late
      Delivery Penalties

                  
	
                    12-24
      Hour Delivery Delay

                  	
                    5%
      reduction in total PO value

                  
	
                    25-48
      Hour Delivery Delay

                  	
                    10%
      reduction in total PO value

                  
	
                    49-72
      Hour Delivery Delay

                  	
                    15%
      reduction in total PO value

                  
	
                    73
      Hours Delivery Delay or More

                  	
                    Welocalize
      reserves the right, in its sole discretion, to re-assign the work to
      another Supplier and void the
PO.

                  


          

        

      

    

     

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Service
      Quality Penalties

                                            
	
                                              Scenario
      One

                                            	
                                               

                                            
	
                                              •    
       Work delivered by Supplier does not meet quality expectations
      as defined in Sections 3.1, 7.1 and Schedule B

                                              •      Supplier
      is deemed capable and available to remediate non-compliance in the
      required time frame

                                            	
                                              •      Immediate
      re-work at the Supplier's expense and re-delivery of corrected work to
      Welocalize

                                              •      5%
      reduction in total PO value

                                              •      If
      re-work still renders non-compliance, Welocalize reserves the right, in
      its sole discretion, to void the PO

                                               

                                            
	Scenario
      Two	 
	
                                              •      Work
      delivered by Supplier does not meet quality expectations as defined in
      Sections 3.1, 7.1 and Schedule B

                                              •      Supplier
      is deemed capable but unavailable to remediate non-compliance in the
      required time frame

                                               

                                            	
                                              •      15%
      reduction in total PO value

                                            
	Scenario
      Three	 
	
                                              •      Work
      delivered by Supplier does not meet quality expectations as defined in
      Sections 3.1, 7.1 and Schedule B

                                              •      Supplier
      is deemed incapable of remediating non-compliance in the required time
      frame

                                               

                                            	
                                              •      Welocalize
      reserves the right, in its sole discretion, to void the
  PO

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    CONFIDENTIAL
AND PROPRIETARY

    Welocalize,
Inc

     

    


    MUTUAL
NON-DISCLOSURE AGREEMENT

    


    THIS
MUTUAL NON-DISCLOSURE AGREEMENT (the "Agreement"), is made this 19th day of December,
2007 by and between Welocalize, Inc., a Delaware Corporation
("Welocalize"), and Targetek Co., Ltd.
("Supplier").

    


    WHEREAS,
the Supplier will provide certain specialized services to include software
development, translation, localization and globalization consulting (the
"Services") for customers of Welocalize (each, a "Customer Company") or for
Welocalize and,

    


    WHEREAS,
the Supplier will need to have access to certain proprietary technology and
materials (including methodologies, translation memory databases, software
programs and source code, identification names and passwords, documentation
and/or marketing materials or other business information) in order to evaluate
its strategy for delivering the Services and for actually delivering the
Services; and,

    


    WHEREAS,
the Supplier and Welocalize consider such documents, identification names and
passwords, records, translation memory databases and information pertaining to
products confidential and do not want them disclosed to third
parties;

    


    NOW,
THEREFORE IN CONSIDERATION of the mutual covenants and conditions herein
contained, the parties agree as follows:

    


    1.  OBLIGATION
NOT TO USE OR DISCLOSE

    


    Both
parties agree to keep confidential all information concerning the other party's
business or its ideas, products, customers or services that could be considered
to be "Confidential Information," as such term is defined herein.

    


    The
receiving party will not, during or subsequent to the term of this Agreement,
use the Confidential Information for any purpose whatsoever other than the
performance of the Services for the benefit of Welocalize, or disclose
Confidential Information to any third party other than its employees or
subcontractors who have a need to have access to and knowledge of the
Confidential Information solely in connection with the performance of Services
hereunder.

    


    Prior to
disclosure, the receiving party shall have entered into non-disclosure
agreements with such employees and subcontractors having obligations of
confidentiality as strict as those contained in this Section, to ensure against
unauthorized use or disclosure of Confidential Information.

    


    2.  DEFINITION
OF CONFIDENTIAL INFORMATION

    


    "Confidential
Information" shall be deemed to include any technology, proprietary information,
technical data, trade secrets and/or know-how, including, without limitation,
research, product plans, products, services, customers, customer lists, pricing,
revenue, markets, software, developments, inventions, processes, formulas,
technology, designs, drawings, engineering, hardware configuration information,
methodologies, translation memory databases, software programs and source code
including those licensed by Welocalize and made available to Supplier for the
purpose of facilitating Supplier's performance of services for Welocalize's or
its customers' benefit, identification names and passwords, documentation,
proprietary information belonging to third-party Welocalize customers or
licensors, and/or marketing, finances or other business information, disclosed
by the disclosing party either directly or indirectly in writing, orally,
electronically, or by drawings or inspection of parts or equipment, including
but not limited to any work product delivered hereunder, and other such
information which, by its nature, is normally understood to be
confidential.

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    
      


      CONFIDENTIAL
AND PROPRIETARY

      Welocalize,
Inc

       



    3.  EXCLUSIONS

    


    The
obligations described in Section 1 shall not extend to the
following:

    


    
      	
               
      

            	
              •

            	
              Confidential
      Information which at the time of disclosure is in the public
      domain

            


    

    
      	
               
      

            	
              •

            	
              Confidential
      Information which after generation or disclosure is published or otherwise
      becomes part of the public domain through no fault of the receiving party
      (but only after and to the extent that it is published or otherwise
      becomes part of the public domain)

            


    

    
      	
               
      

            	
              •

            	
              Confidential
      Information which either party can show was in its possession at the time
      of generation or disclosure and was not acquired, directly or indirectly,
      from the other party or from a third party under an obligation of
      confidence

            


    

    
      	
               
      

            	
              •

            	
              Confidential
      Information which was received after the time of generation or disclosure
      hereunder, from a third party who did not require that party to hold it in
      confidence and who did not acquire it, directly or indirectly, from the
      other party under an obligation of confidence;
  and

            


    

    
      	
               
      

            	
              •

            	
              Confidential
      Information which the receiving party can show was developed independently
      without benefit of, or being based on, information generated hereunder or
      made available by the other party

            


    

    


    4.
STANDARD OF CARE

    


    Each
party shall exercise at least such care in protection of the confidential
information of the other as they exercise in the protection of Confidential
Information of their own, but in no event shall such party exercise less than
reasonable care in doing so.

    


    It is the
Supplier's responsibility to notify Welocalize if and when an employee with
access to their identification names and passwords leaves the company.
Welocalize will reset the password upon notification.

    


    5. ACTS
OF EMPLOYEES, FT AL.

    


    Each
party shall be responsible for the acts or failures to act of its respective
employees, including in Supplier's case, any ex-employee possessed of
identification names and passwords as contemplated by Section 4
above,

    


    6. RETURN
OF CONFIDENTIAL INFORMATION

    


    Upon the
expiration or termination of this Agreement or upon the earlier demand of the
other party, each party agrees to return to the other all of the documents,
software source code, translation memory databases (TMs), discs, files, printed
materials and other Confidential Information provided hereunder, and all copies
thereof.

    


    7. RIGHT
TO DISCLOSE; NO LICENSE

    


    Each
party warrants to the other that it has the unqualified right to disclose to
each other the Confidential Information disclosed hereunder. All such
Confidential Information will remain the property of the disclosing party and
the receiving party will not acquire any rights to that confidential
information. No license or other rights in and to Confidential Information is
granted hereunder and neither of the parties hereto is under any obligation to
enter into any business/technical arrangement or agreement with the other party
by virtue of this Agreement or any disclosure hereunder, or in fact to make any
disclosure hereunder. In particular, this Agreement does not grant any right or
license, express or implied, to use Confidential Information except as permitted
by this Agreement, nor any right to license, express or implied, under any
patent, nor any right to purchase, distribute or sell any product.

    


    8. CLIENT CONTACT

    


    Except
where expressly authorized by Welocalize, the Supplier shall not contact any
client for whom it is performing work through Welocalize.

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    
      


      CONFIDENTIAL
AND PROPRIETARY

      Welocalize,
Inc

       



    9.
NOTIFICATION OF PARTNER OWNERSHIP CHANGE. In the event of a change in ownership
of the Supplier pursuant to which the group of equity owners possessing a
majority of the equity interests of the company immediately prior to the change,
fails to possess a majority after the change, the Supplier shall immediately
notify Welocalize in writing about the change. This applies regardless of
context and regardless of the corporate form of Supplier — e.g., it applies to
partnerships, acquisitions, mergers and/or the bringing in of new investors,
etc.

    


    10.
ASSIGNMENT. Neither party shall assign this Agreement (directly, indirectly, or
by operation of law as the result of a merger, sale of equity interest or
otherwise) without the other party's consent, and any attempt to do so shall be
void. Notwithstanding the foregoing, however, a party shall have the right to
assign this Agreement to an affiliate, provided the affiliate agrees in writing
to be bound by the terms of this Agreement, and provided that such assignment
shall not release the assigning party from its obligations
hereunder.

    


    11.
NON-HIRING. During any period in which this Agreement is effective, and for
twelve (12) months thereafter, neither party will solicit any employee of the
other party for the purposes of offering employment. Each party shall promptly
notify the other of any communications with any personnel regarding
employment.

    


    12.
NON-SOLICITATION. During the term of this Agreement and for twelve (12) months
thereafter, the Supplier agrees that it will not directly or indirectly approach
any Customer Company for whom it is providing Services with the intention of
providing such Services, or similar services, directly to the Customer Company.
All communication on projects and on the Services will be through Welocalize
project manager unless otherwise authorized by Welocalize in writing. The
Supplier will promptly notify Welocalize if the Supplier is approached directly
or indirectly by the Customer Company to perform the work for which it has been
engaged by Welocalize to perform for Customer Company, or by a competitor of
Welocalize to perform the work for which it has been engaged by Welocalize to
perform for Customer Company. This restriction does not apply with respect to
any service engagement between the Supplier (either directly or through other
MLVs) to a Customer Company in effect prior to the date of this
Agreement.

    


    13.
PARTNER COMPLIANCE WITH LAWS. The Supplier shall not take any action, or fail to
warn Welocalize not to take any action when Supplier is possessed of advance
knowledge of Welocalize's intended action, where such action or failure to warn
may cause Welocalize to be in violation of any law in any jurisdiction in any
service area, or the U.S., Including but not limited to the U.S. Foreign Corrupt
Practices Act of 1977 as amended, the U.S. Export Control Laws and the U.S.
Anti-Boycott laws.

    


    14.
INDEMNIFICATION; EQUITABLE RELIEF. The Supplier shall reimburse and indemnify
Welocalize for any losses or damages incurred by it as a result of any breach by
the Supplier of this Agreement. The Supplier acknowledges that monetary damages
may not be an adequate remedy for a breach of this agreement by the Supplier
and, consequently, that an injunction and/or other appropriate equitable relief
may be obtained to remedy a breach or threatened breach hereof.

    


    15. TERM.
This Agreement commences on the Effective Date for an initial period of one year
and shall automatically renew on each anniversary of the Effective Date for
successive one-year periods, unless neither party has disclosed any Confidential
Information to the other party within the prior six (6) months. Notwithstanding
the foregoing, the obligations of confidentiality set forth in this Agreement
shall survive expiration of the Agreement for a period equal to the longer of
(a) three (3) years following the last disclosure of Confidential Information
made hereunder or, (b) if the Confidential Information constitutes a trade
secret under applicable law, for such time as it remains a trade secret. Nothing
in this Agreement shall be construed so as to require either party to disclose
any particular Confidential Information to the other.

    


    16.
CHOICE OF LAW. This Agreement shall be governed in accordance with the laws of
the State of Maryland, United States of America, excluding principles of
conflict of laws. Each party agrees and consents to venue and jurisdiction in
connection with any action arising hereunder, or in connection herewith, solely
within the state courts sitting in Frederick County or Montgomery County,
Maryland or, if a federal action, the federal District Court for the District of
Maryland, in each case at the option of Welocalize.

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    
      


      CONFIDENTIAL
AND PROPRIETARY

      Welocalize,
Inc

       



    17.
MISCELLANEOUS. This Agreement constitutes the entire agreement between the
parties hereto and supersedes and cancels any prior agreements or
communications, whether oral or written, between the Parties hereto relating to
the subject matter hereof. This Agreement may not be changed, waived, discharged
or terminated orally, but only by an agreement in writing signed by the party
against which the enforcement of such change, waiver, discharge or termination
is sought. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, and all of which shall be deemed to be one
and the same instrument.

    


    


    IN
WITNESS HEREOF, the parties hereto by their duly authorized representatives have
executed this Agreement as of the date first written above.

    


    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Date:
      __09/10/07__

                                      	 
      	
                                        Date:
      __12/19/07__

                                      	 
      
	 
      	 
      	 
      	 
      
	
                                        Accepted
      by:

                                      	 
      	
                                        Accepted
      by:

                                      	 
      
	
                                        
                                          Welocalize Inc.

                                        

                                      	 
      	
                                        Targetek Co., Ltd.

                                      	 
      
	
                                        (Company
      Name)

                                      	 
      	
                                        (Company
      Name)

                                      	 
      
	 
      	 
      	 
      	 
      
	/s/
      Olga Blasco	 
      	/s/
      Wen-Hui Lee	 
      
	
                                        (Signature)

                                      	 
      	
                                        (Signature)

                                      	 
      
	
                                        Olga Blasco

                                      	 
      	
                                        Lee,
      Wen-Hui

                                      	 
      
	
                                        (Name)

                                      	 
      	
                                        (Name
      Printed)

                                      	 
      
	
                                        Director, Global Language
      Services

                                      	 
      	
                                        Approved
      Contract Officer

                                      	 
      
	
                                        (Title)

                                      	 
      	
                                        (Title)

                                      	 
      
	
                                        52-2212421

                                      	 
      	 
      	 
      
	
                                        (Federal
      ID#)

                                      	 
      	
                                        (Federal
      ID# or Tax ID)

                                      	 
      
	
                                        241 East 4th Street. Suite
    207

                                      	 
      	
                                        11F,
      No. 216,  Sec. 2,

                                      	 
      
	
                                        Frederick. Maryland 21701

                                      	 
      	
                                        Nanjina E. Rd., Taipei 10489.
      Taiwan

                                      	 
      
	
                                        (Address)

                                      	 
      	
                                        (Address)

                                      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

    4