1. Parties

This contract (“Contract” or “Agreement”) governs relations between, LocaliZone L.L.C. (“LocaliZone” or “Company”), a company established in Cairo, Egypt, having its registered office at 99 Masr-Helwan Agriculture Rd., 2^nd Floor, Maadi, Cairo, Egypt, and, you (“You” or “Language Service Provider” or “LSP”). (LocaliZone and LSP will be jointly hereinafter referred to as “Parties”).

2. Preliminary Conditions-Credentials of the LSP

You hereby agree to provide, upon LocaliZone’s request, personal and/or professional references and other documentation, including but not limited to, resumes and certifications, by which LocaliZone may evaluate your professional credentials and character for the purpose of entering into this Agreement. You hereby warrant and represent that any references and documents provided by you, pursuant to this section, will be accurate and truthful.

You further warrant and represent that you are free and able to enter into this Agreement and perform the Work in accordance herewith, and that your execution and performance of this Agreement will not result in the breach of any other agreement or obligation or infringe upon the rights of any third-party. You also warrant and represent that any and all material prepared or submitted by you in connection with the Work performed hereunder shall not infringe upon the rights of any third-party.

Notwithstanding the provisions of Section 5 herein, LocaliZone reserves the right to terminate this Agreement, at any time, upon finding that you intentionally and willfully provided false or misleading information or omitted pertinent information with regard to the provisions of this paragraph.

3. Legal Status of the Parties-Relations Between Parties

Notwithstanding any provision hereof, you are an independent contractor and not an employee, agent or partner of Company, and you shall not be eligible to participate in any of Company’s employee benefit plans or similar programs. Company shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to you. You agree to indemnify and hold Company harmless from any and all claims, damages, liability, settlement, attorneys’ fees and expenses, as incurred, on account of the foregoing or any breach of this Agreement or any other action or inaction by or for or on behalf of you.

4. Scope of the Contract / Obligations of the Parties

LSP’s obligations: LocaliZone may engage you from time to time to complete translation, editing, interpreting, subtitling, voice-over or any of the professional services as specified by You in your Application Form (hereinafter “Work”). For every Work, you will receive an invitation from LocaliZone containing information regarding the compensation and timeframe necessary for its completion.

You will also receive any requirements related to Work including without limitations client’s instructions, style guide, glossaries and/or any necessary material.

Beginning to Work: You will only begin Work if you have agreed on the particular terms and conditions for the completion of the Work and received the PO from Company. Notwithstanding the foregoing, this Agreement does not create an obligation on behalf of LocaliZone to engage you.

Work Quality/Standard: You agree to produce Work that meets the professional standards of our industry. You represent and warrant that you shall comply with all applicable laws in the course of the Work and that you shall perform in a professional and workmanlike manner that reflects favorably on Company.

You are especially and stringently required to apply any and all style guides, glossaries or instructions provided for you.

If you fail to complete the Work in a satisfactory manner, LocaliZone at its option and in its sole discretion shall have the right to:

(1) defer all payments payable under the Agreement until you are in compliance with all performance and delivery requirements related to that Work; or

(2) Terminate your Agreement.

You will be personally responsible for the quality of any Work you submit to LocaliZone, regardless of who produces the Work.

Use of machine translation is strictly prohibited and may lead to termination of this Agreement.

Acceptance/Approval of the Work: When you have submitted your Work, LocaliZone will review it for any errors. If LocaliZone identifies any issue within a reasonable period of time, we agree to contact you, and you agree to correct these errors at no additional cost, if necessary.

Rejection: You are expected to check the Work material before acceptance. As soon as you accept the PO, you are expected to start work. In case of urgent circumstances or personal case, if you may decide that you are unable to complete Work, You shall inform Company within a reasonable time before the deadline.

LocaliZone’s Obligations:

Consultation: During the process of completing a Work, you may have questions about the context or meaning of particular terms within a document or other material. LocaliZone agrees to ask clients to resolve any ambiguities in the assigned text to your satisfaction within reasonable time. We will provide our best approach when answering your questions (which we welcome at all times as to us they mean you are digging deep which we really appreciate).

Technical Support: In case You encounter any technical issue related to software, CATTools, or any other tools required for the completion of Work, You are mostly welcome to seek Company’s advice and support. We at LocaliZone regard our LSPs as our most valuable assets, and we will do our best to help them grow as long as they do their best to provide the highest quality.

General IT support: Free, professional trainings for the major CAT tools we work with when you are collaborating with us regularly.

Payment/Compensation: Your contribution to each project gets validated after a project is edited, completed and delivered to the client. Once delivery to the client is done, Company shall give a reasonable duration for the client for any errors or complaints before the project is closed. You are required to send a monthly invoice to Company at the end of the month wherein Work has been completed. Within 30 (thirty) days after receiving your invoice, your payment will be made to your preferred method of payment.

You shall acknowledge acceptance of the following payment scheme for CATTool projects:

Context Match            : 0%     Payment

100% Match                : 10%   Payment

Repetition                   : 10%   Payment

95%-99% Match          : 25%   Payment

85%-94% Match          : 40%   Payment

75%-84% Match          : 50%   Payment

50%-74% Match          : 75%   Payment

New Words                 : 100% Payment

If You are a citizen of a country that imposes VAT or any other taxation system, you are solely responsible for the said, and LocaliZone may not have any liability to you.

If delivering payment to your end requires payment of fees to an intermediary bank or fees discounted by an electronic medium such as PayPal, You will be solely responsible for payment of the required fees.

5. The term of the contract

Both the Company and the LSP may immediately terminate this Agreement at any time, with or without cause, upon notice. This Agreement will commence on the date that you first accept the terms of this Agreement. Sections 6, 7 and 9 hereof and any remedies for breach hereof shall survive any termination or expiration.

This Agreement will be in full force and effect until it is duly terminated. The following Section 6 will be in full force and effect for specified periods beyond the termination date of this Agreement.

6. Confidentiality

The services to be provided by You under this Agreement are services rendered by you as a Language Service Provider only, and nothing contained in this Agreement shall be construed to place you and Company in the relationship of employer-employee or principal-agent or authorize you or Company to create or assume any liability or obligation of any kind, notwithstanding the provisions in this Agreement, on behalf of the other, or represent to others that they have the authority to do the same. As an LSP, you are responsible and liable for any income tax, unemployment insurance, FICA (Social Security), or any other payment normally associated with an employee relationship.

LocaliZone might be required to disclose information about you pursuant to lawful requests, such as subpoenas or court orders, or in compliance with applicable laws. We agree not to reveal information until we have a good faith belief that an information request by law enforcement or private litigants meets applicable legal standards.

Additionally, we may disclose information when we believe it is necessary to comply with law, to protect our interests or property, to prevent fraud or other illegal activity perpetrated by you through LocaliZone, or to prevent bodily harm. This may include sharing information with other companies, lawyers, agents or government agencies.

While you are free to perform similar services for other firms, you agree not to solicit work from any individual or company of whom you became aware through your work with LocaliZone, unless you had a prior business relationship with this individual or company. You also agree not to accept work from any client who, having obtained your name and/or contact information through a previous LocaliZone assignment (including, but not limited to on‐site assignments and voiceover sessions), solicits your services directly. Under no circumstances may you use the name LocaliZone as a reference for the purpose of obtaining work without our prior consent. This clause shall remain in effect for 3 years from the date on which this Agreement is terminated. Failure to comply with this clause may subject you to injunctive relief and/or monetary damages.

7. You agree that all Deliverables and all business, technical, financial and other information learned or obtained by you in connection with this Agreement constitute “Proprietary Information.” You shall hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information. However, you shall not be obligated under this paragraph with respect to information you can document is or becomes readily publicly available without restriction through no fault of you. Upon termination or expiration of this Agreement or as otherwise requested by Company, you shall promptly return to Company all items and copies containing or embodying Proprietary Information (including, without limitation, all Deliverables). Company shall own, and you hereby assign to Company, all intellectual property rights throughout the world that arise in connection with the Services or that relate to Proprietary Information; further Company will be free to fully exploit any other information, works of authorship, technology or inventions you may provide, and any related intellectual property rights, and to allow others to do so. To the extent allowed by law, the foregoing includes all moral rights, and you hereby provide any consents necessary to accomplish the foregoing.

8. Exclusivity

This Agreement is nonexclusive and LocaliZone may enter into similar agreements with other parties without restriction as to number, location and application.

9. Liability Limitation

Notwithstanding anything else herein, except for indemnity obligations or breaches of confidentiality, in no event will either party be liable to the other party with respect to this agreement under any legal or equitable theory for (i) any special, indirect, incidental, or consequential damages, or (ii) any amount in the aggregate in excess of the fees paid (or payable) hereunder.

This Agreement shall be governed by the laws of Egypt without regard to conflicts of laws principles and irrespective of the places of execution or performance. All disputes shall be brought within the territorial jurisdiction of the Governorate of Cairo. In the event of a dispute between the parties under or in connection with this Agreement, such dispute shall be submitted to arbitration in Cairo for resolution in accordance with the Commercial Rules of the Cairo Regional Center for International Commercial Arbitration, and the arbitration determination resulting from any such submission shall be final and binding upon the parties, and judgment may be entered on any such award by any party.

10. Severability

If any provision or clause of this Agreement is held to be invalid by a court of competent jurisdiction, then such clause or provision shall be severed without affecting any other provision or clause of this Agreement, the balance of which shall remain in full force and effect.

11. This Agreement sets forth the entire understanding of the parties with respect to the subject matter and supersedes all prior agreements of the parties, oral or written.

12. Changes

No provision of this Agreement may be modified, except by writing, duly signed and acknowledged by each party.

Please countersign this Agreement by checking the “I agree to these terms and conditions” button below.