FREELANCE NON-DISCLOSURE AGREEMENT

This Freelance Contract (this “Agreement”) is made as of this _________, (the “effective
date”) by and between Lingual Library located at 118-F, First Floor, Scheme no.134, MR
10 Road, Behind Bank of Baroda Nipania Branch, Indore, M.P. 452010 (“client”) and
__________________ located at ___________, _____________, ____________,
_____________ (‘Independent contractor/Freelancer”). For the purposes of enabling the
Independent Contractor/Freelancer to provide the professional services to Lingual Library
(“client”) and Lingual Library (“client”) has agreed to provide the Freelancer/Independent
contractor with written and oral information (“Confidential Information”) concerning the
project, by which the Independent contractor/Freelancer has to complete project, subject
to the terms of this Agreement. Client and Independent contractor may each be referred
to in this Agreement as a “Party” and collectively as the “Parties”.

WHEREAS:
1. Client has a need for [Description of freelance services]; and
2. Freelancer has an interest in performing such services for client; and
3. The parties wish to set forth the terms and conditions upon which such services will
be provided to Customer;

NOW THEREFORE, in consideration of the premises, mutual covenants and

agreements set forth herein, the parties hereto agree as follows:

1. Undertaking of Service

Independent contractor shall provide localization services ("Services") to Lingual

Library and deliver the translated materials/Voice over recordings and translation
memory/scripts (hereinafter collectively called “Deliverables”) to Lingual Library.

2. Independent contractor

The parties agree and acknowledge that Independent Contractor is an Independent

contractor/Freelancer and is not, for any purpose, an employee of Lingual Library.
Independent contractor does not have any authority to enter into agreements or
contracts on behalf of Lingual Library, and shall not represent that it possesses any
such authority. Independent contractor shall not be entitled to any of client’s
benefits (Lingual Library), including, but not limited to, coverage under medical,
dental, retirement or other plans. Lingual Library shall not be obligated to pay
worker’s compensation Insurance, unemployment compensation, social security
tax, withholding tax, or other taxes or withholdings for or on behalf of Independent
contractor in connection with the performance of services under this Agreement.
Nothing contained in this Agreement shall be deemed or constructed by the parties
to create the relationship of a partnership, a joint venture or any other fiduciary
relationship.

Lingual Library, 118-F, First Floor, Scheme No.134, MR 10 Road, Behind Bank Of Baroda Nipania
Branch, Indore, M.P.452010
www.linguallibrary.com

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 3. Assignment

3.1 Neither party shall assign or transfer this Agreement, in whole or in part, without the
other party’s prior written consent.

3.2 This Agreement and/or any service orders issued by Lingual Library and accepted
by Independent contractor/Freelancer, shall be binding upon the parties and their
heirs, successors and valid assigns, as the case may be.

4. Ordering process, inspection and delivery

4.1 If Independent contractor is unable to deliver the Deliverables to Lingual Library by

the mutually agreed deadline (as stated in Lingual Library’s service order and
accepted by Independent contractor, by e-mail or fax), Independent contractor shall
notify Lingual Library of the same in writing, giving reason(s) for such delay and
stating the new expected delivery date (which shall be subject to Lingual Library
written approval). In case of delay in delivery of project deliverables, if improper
intimation or no intimation is provided by Independent contractor within the
stipulated timeline then Lingual Library will not be liable for any type of loss/ any
monetary loss occurred to Independent contractor.

4.2 If Lingual Library is unable to deliver materials required for the provision of the
Services to Independent contractor by the mutually agreed deadline, Lingual Library
shall notify Independent contractor of the same in writing, giving reason(s) for such
delay and stating the new expected delivery date (which shall be subject to mutual
acceptance between the parties).

4.3 Independent contractor/Freelancer warrants that the Deliverables shall be free from
mistakes, including but not limited to undisputed mispronunciation for Voice Overs,
mistranslation & grammatical mistakes for Translations and omissions in Voice Over
or Translations (“Mistakes”) for a period of 10 days from the date of Lingual Library
written acceptance of the Deliverables (“Warranty Period”).

4.4 If the Deliverables fail to conform to the above warranties during the Warranty
Period, in addition to any other remedies agreed to by the parties or provided by
the applicable law, Independent contractor shall, at Lingual Library’s sole discretion
and upon Lingual Library’s request:

a. Correct such mistake at independent contractor/Freelancer’s sole expense and

without any additional cost to Lingual Library.

Lingual Library, 118-F, First Floor, Scheme No.134, MR 10 Road, Behind Bank Of Baroda Nipania
Branch, Indore, M.P.452010
www.linguallibrary.com

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 5. Service Fee

5.1 Lingual Library agrees to pay such Service Fee to Independent

contractor/Freelancer, for the provision of the Services by Independent
contractor/Freelancer. The amount and rate table shall be agreed by the parties
prior to the Effective Date. The Service Fee shall be payable in Indian Rupees to
Indian contractors/Freelancers and in United States Dollars (US$) to other than
India.

5.2 The Service Fee includes the charges for the translation memory/Voice overs. Each
party reserves the right to review the Services Fees as well as any other charges
payable under this Agreement at the time of the renewal of the Term. Any review
will be discussed between the parties in good faith.

5.3 Lingual Library shall pay the Service Fees and any other charges payable under this
Agreement to Independent contractor/Freelancer within forty-five (45) days from
the date of the invoice(s) from Independent contractor/Freelancer. Also, 10% TDS
will be deducted from final payments of Indian vendors (only if applicable), which
the vendor may receive as return/rebate after filing his/her ITR.

5.4 (For Translators only) In the event that a test is required by Lingual Library when
assessing new materials to be translated, the terms and scope of the test shall be
agreed in advance by Independent contractor/Freelancer and Lingual Library.

6. Intellectual Property; Rights to the Results

6.1 Lingual Library shall have the sole and exclusive right, title and interest (including
trade secret, patent, copyright, trademark and trade name interests) in all
Deliverables upon full payment of the applicable Service Fees. Subject to the above-
mentioned, Independent contractor/Freelancer shall assign all rights, title and
interest (including trade secret, patent, copyright, trademark and trade name
interests) in all the Deliverables to Lingual Library.

6.2 Lingual Library is solely responsible for determining the propriety of any documents
or materials in whatever format which is provided by Lingual Library to Independent
contractor/Freelancer under this Agreement. Independent contractor/Freelancer
shall only accept instructions from Lingual Library in relation to the provision of
Services under this Agreement.

7. Confidential Information

7.1 Both parties acknowledge that they will acquire information and materials about the
other party (including, but not limited to Lingual Library’s end customers’
information), and that all such knowledge, information and materials acquired or
developed are and shall be the trade secret and confidential and proprietary

Lingual Library, 118-F, First Floor, Scheme No.134, MR 10 Road, Behind Bank Of Baroda Nipania
Branch, Indore, M.P.452010
www.linguallibrary.com

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 information of the disclosing party (hereinafter referred to as "Confidential
Information"). Both parties agree to hold such Confidential Information in strict
confidence, not to disclose it to any other parties, not to use it in any way,
commercially or otherwise, and not to allow any unauthorized person to have access
to it, either before or after expiration or termination of this Agreement, without the
prior written consent of the disclosing party.

7.2 Both parties further agree to take all reasonably necessary actions to protect the
confidentiality of the Confidential Information, including without limitation,
implementing and enforcing operating procedures to minimize the possibility of
unauthorized use or copying of the Confidential Information.

7.3 Confidential Information will not include information which: (i) is now, or hereafter
becomes, through no act or failure to act on the part of one party, generally known
or available to the public; (ii) was known by one party prior to the Effective Date of
this Agreement; (iii) was acquired by the other party before receiving such
information from the disclosing party and without restriction as to its use or
disclosure; (iv) is hereafter rightfully furnished to the receiving party by a third party;
(v) has been independently developed by either party without the use of the
Confidential Information; (vi) is required to be disclosed pursuant to any law or
regulation; or (vii) is disclosed with the prior written consent of the disclosing party
under this Agreement.

8. Non-Solicit

Independent contractor/Freelancer agrees and covenants that during the term of

this agreement, and for a period of 1 year following the termination of this
agreement, Independent contractor/Freelancer will not, directly or indirectly, solicit
any officer, director or employee, or any customer, client, supplier or vendor of
client for the purpose of inducing such party to terminate its relationship with client
in favor of Independent contractor/Freelancer or another business directly or
indirectly in competition with client.

9. Limitation of Liability

9.1 Except as set forth in this section below, in no event will either party will be liable for
any special, indirect, incidental, or consequential damages nor for loss of data, profits
or revenue, cost of capital or downtime costs, nor for any exemplary or punitive
damages, arising from any claim or action, incidental or collateral to, or directly or
indirectly related to or in any way connected with, the subject matter of the
agreement, whether such damages are based on contract, tort, statue, implied duties
or obligations, or other legal theory, even if advised of the possibility of such
damages.

9.2 Notwithstanding the foregoing, any purported limitation or waiver of liability shall not
apply to contractor’s obligation under the indemnification or confidential information
sections of this agreement or either party’s liability to the other for personal injury,

Lingual Library, 118-F, First Floor, Scheme No.134, MR 10 Road, Behind Bank Of Baroda Nipania
Branch, Indore, M.P.452010
www.linguallibrary.com

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 death or physical damage to property claims.

10. Governing Law

This Agreement will be construed in accordance with and governed by the law of
Madhya Pradesh India and each party agrees to submit to the non-exclusive
jurisdiction of the Courts of Madhya Pradesh India.

11. Terms and Termination

11.1 This Agreement shall be effective as of the Effective Date and remain effective for a
period of one (1) year (“Initial Term”).

11.2 Thereafter, this Agreement shall be automatically renewed for successive terms of
one (1) year each (“Extended Term”), without further notice unless either party gives
written notice to the other party to terminate this Agreement at least thirty (30) days
prior to the expiry of the Initial Term or Extended Term, as the case may be. In the
event of a material breach of the terms by either party, the non-defaulting party may
give a written notice to the defaulting party and asking the defaulting party to remedy
the breach within thirty (30) days, and if the defaulting party does not remedy the
breach within the time given, this Agreement may be terminated by the non-
defaulting party forthwith.

11.3 Upon the expiration of this Agreement or in the event of termination of this
Agreement for any reason, each party shall be released from all obligations and
liabilities to the other party which occurs or arises after the date of expiration or
termination, except that the expiration or termination of this Agreement shall not
relieve either party from its obligations under clauses 3, 4, 5, 6 and 7 hereof, or
any liabilities which have already accrued as at the date of expiration or termination.

11.4 Upon expiration or termination of this Agreement, both parties shall promptly notify
each other of all Confidential Information in their possession and, at the request
and expense of the party requesting for the return of its Confidential Information
and in accordance with such party’s instructions, shall promptly deliver or cause to
be delivered to the other party all such Confidential Information.

12. Compliance

12.1 Independent contractor/Freelancer, in carrying out the Services under this

Agreement, shall apply to the relevant government agency or authorities for all the
necessary export licenses, authorizations or other forms of export permission.

Lingual Library, 118-F, First Floor, Scheme No.134, MR 10 Road, Behind Bank Of Baroda Nipania
Branch, Indore, M.P.452010
www.linguallibrary.com

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12.2 In the performance of each party’s respective obligations under this Agreement,
each party shall comply with and abide by all applicable laws, regulations,
ordinances, administrative guidance, and other rules of the country, state, territory,
or any other duly constituted public authority.

13. Entire Agreement

This Agreement constitutes the entire understanding of the parties on this subject-
matter and supersede all prior understandings or agreements on the subject-
matter hereof. Further, this Agreement may not be modified except by agreement
in writing signed by the parties.

14. Miscellaneous

14.1 In the event of any conflict or inconsistency between the terms and conditions of
Lingual Library’s service orders and this Agreement, the terms of this Agreement
shall prevail.

14.2 If any provision of this Agreement is held invalid, illegal or unenforceable for any
reason by any court of competent jurisdiction, such provision shall be severed and
the remainder of the provisions hereof shall continue in full force and effect as if
this Agreement had been executed with the invalid, illegal or unenforceable
provision eliminated. In the event that it is held by the courts that the invalidity is
so fundamental that it prevents the accomplishment of the purpose of this
Agreement, the parties shall immediately commence negotiations to remedy the
situation in good faith.

14.3 The parties hereby expressly acknowledge and agree that, save where expressly
provided by this Agreement, no persons other than the parties hereto shall derive
any rights with respect to this Agreement pursuant to the Contracts (Rights of Third
Parties) Act.
Accepted and agreed as of the date first above written by the following authorized Party representatives:

Lingual Library Freelancer

Date: Date:

Name: Nupur M K Name: _______________

Lingual Library, 118-F, First Floor, Scheme No.134, MR 10 Road, Behind Bank Of Baroda Nipania
Branch, Indore, M.P.452010
www.linguallibrary.com

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 Title: Managing Director

Lingual Library, 118-F, First Floor, Scheme No.134, MR 10 Road, Behind Bank Of Baroda Nipania
Branch, Indore, M.P.452010
www.linguallibrary.com

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