MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

THIS MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT is

made as of (“Effective Date”) between Welocalize, Inc.
and its subsidiaries and affiliated companies, (“Welocalize”), a Delaware
Corporation, having its principal address at 15 West 37th Street, 4th Floor, New
York, New York, 10018 and . (“Counterparty”), having its
principal address at .
Throughout this Agreement Welocalize and Counterparty are individually
referred to as a “Party” and collectively as the “Parties.”
Welocalize and Counterparty are investigating the possibility of entering
into one or more transactions or business relationships (“Transaction”). In order
to pursue that possibility, it will be necessary for each of the Parties to review
and to discuss with appropriate personnel certain information relating to the
other Party’s business and affairs, which such Party considers proprietary and
confidential. It is understood that neither Welocalize nor Counterparty has
made a decision to enter into any Transaction and that either may elect, in its
sole discretion, to not pursue any Transaction or to pursue a similar Transaction
without the involvement of the other.
Each Party is willing to disclose confidential information to the other for
the purposes set forth above, subject to the following conditions and limitations:
1. As used herein, “Confidential Information” means this Agreement
and all oral, visual and written non-public, confidential or 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 a Party and made available to
the other Party for the purpose of facilitating either Parties performance of
services or its customers’ benefit, identification names and passwords,
documentation, proprietary information belonging to either Parties customers
or licensors, and/or marketing, finances or other business information,
concerning the possible Transaction or concerning Welocalize or Counterparty,
or their respective property, business, suppliers or customers, which either
Welocalize or Counterparty or any directors, officers, employees,
representatives, advisors or agents (collectively, “Representatives”) of either
Welocalize or Counterparty provides to the other Party or to any
Representatives of the other Party at any time, together with analyses,
compilations, studies, notes, financial information or other documents
(collectively, “Analyses”), whether prepared by either Party or by others, which
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contain or otherwise reflect such Confidential Information. Any written

Confidential Information may be clearly labeled “Confidential Information.”
Any Confidential Information transmitted orally or visually may be clearly
identified as such by the Party disclosing such information at the time it is
disclosed. Failure to designate or label Confidential Information as such at the
time of disclosure does not prevent either Party from designating such
information as Confidential Information.
2. “Confidential Information,” as used herein, shall not include
information which (a) is, or becomes, publicly known, otherwise than through a
wrongful act of a Party; (b) was in the possession of a Party prior to receipt from
the other Party or is received from a third party without an obligation of
confidentiality; (c) is independently developed by the other Party, as provable
by competent evidence in writing, and provided that it was not derived from
the Confidential Information; (d) is furnished to others by the disclosing Party
without restrictions similar to those herein on the right of such others to use or
disclose; (e) is approved in writing by a Party for disclosure; or (f) is required to
be disclosed by subpoena, oral deposition, interrogatories, request for
production of documents, court or administrative order or legal process,
provided that a Party complies with paragraph 7 below. Specific information
shall not be deemed to be within an exception set forth in this paragraph
merely because it is embraced by general information within the exception,
nor shall a combination of elements of information be deemed to be within
such an exception merely because the individual elements of the combination
are within the exception. Further, if any portion of Confidential Information falls
within one of the above exceptions, the remainder of the Confidential
Information shall continue to be subject to the requirements and confidentiality
obligations set forth herein.
3. Each Party agrees that it will, in the same manner as it protects its
own confidential information, but with no less than a reasonable degree of
care, hold in trust and confidence and not disclose any Confidential
Information, including any Analyses, received by it from the other Party.
4. Each Party agrees that the Confidential Information will not be
used for any purpose other than in connection with the evaluation of a possible
Transaction. Each Party will restrict access to Confidential Information to such
of its Representatives, entities controlling, controlled by or under common
control with the Party (“Affiliates”) and the Representatives of such Affiliates, in
each case whose access is reasonably necessary for the purposes described
herein. Each such recipient of Confidential Information shall be informed by the
Party disclosing said Confidential Information of its confidential nature, and shall
be directed to treat such information confidentially and shall agree to abide
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by the provisions of this Agreement. In any event, each Party shall be

responsible for any breach of this Agreement by any person to whom that Party
discloses Confidential Information.
5. Each Party warrants that they have the unqualified right to disclose
to each other the Confidential Information disclosed hereunder.
6. Except as otherwise required by applicable law, rules or regulations
(including, without limitation, rules or regulations of any securities exchange),
and subject to paragraph 7, neither Party will, without the prior written consent
of the other, disclose to any person not a party to this Agreement or not
authorized to receive the Confidential Information in paragraph 4, any
Confidential Information, the fact that Confidential Information has been
provided to the Party, that discussions about a possible Transaction are taking
place, or any of the terms, conditions or other facts with respect to any possible
Transaction. Subject to the terms of paragraph 7 herein, neither Party shall be in
breach of this Agreement as a result of any disclosure of Confidential
Information in compliance with any applicable law, regulation, subpoena or
court order.
7. In the event that a Party is requested or required, by subpoena,
oral deposition, interrogatories, request for production of documents, court or
administrative order or legal process, to disclose any Confidential Information,
that Confidential Information has been made available to the Party, or the fact
or substance of any discussion about any possible Transaction, that Party shall
provide the other Party with prompt notice of any such request so that such
other Party may seek, at its expense, an appropriate protective order or waiver
of compliance with the terms of this Agreement. If, in the absence of a
protective order or waiver, a Party is compelled, in the opinion of its counsel, to
disclose any Confidential Information, that Party may furnish that portion (and
only that portion) of the Confidential Information that, in the written opinion of
its counsel, that Party is legally compelled or is otherwise required to disclose or
else stand liable for contempt or suffer other material censure or material
penalty; provided, however, that that Party must use reasonable efforts to
obtain reliable assurance that confidential treatment will be accorded any
Confidential Information so disclosed.
8. The receiving Party shall notify the disclosing Party immediately
upon discovery of any unauthorized use or disclosure of Confidential
Information, or any other breach of this Agreement by the receiving Party, and
will cooperate with the disclosing Party in every reasonable way to help the
disclosing Party regain possession of the Confidential Information and prevent
further unauthorized use or disclosure; provided, however, that compliance
with this paragraph shall in no way relieve the receiving Party of its obligations
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under this Agreement or constitute a waiver of the rights and remedies

available to the disclosing Party hereunder or at law or in equity.
9. Each Party will, promptly upon the request of the other, deliver to
that Party any and all documents comprising the Confidential Information or
any part thereof and will destroy any copies, notes, or extracts thereof, without
retaining any copy thereof, except that any portion of the Confidential
Information that consists of Analyses and any written Confidential Information
not so requested and returned, shall be retained and kept subject to the terms
of this Agreement, or upon the other Party’s request destroyed (such
destruction to be confirmed in writing).
10. Either Party may, in its sole discretion, without giving any reason
therefor, terminate this Agreement and any discussion concerning any possible
Transaction by written notice to the other Party at the address indicated in the
first paragraph of this Agreement, or at such other address as a Party may by
notice hereafter specify. In no event shall termination of this Agreement affect
obligations under this Agreement already in effect. Neither Party is obligated
by this Agreement to enter into any agreement or other arrangement
concerning any possible Transaction. Each Party will bear its own costs and
expenses, including legal fees and fees of other advisors, with respect to the
possible Transaction and the development of appropriate documentation with
respect thereto. The Parties agree that no joint venture, partnership or other
fiduciary relationship shall be deemed to exist or arise between them with
respect to this Agreement or any possible Transaction.
11. Each Party (i) acknowledges that neither Party, nor any
Representative of either Party, makes any representation or warranty, either
express or implied, as to the accuracy or completeness of any information
(regardless of whether considered Confidential Information subject to the
confidentiality obligations hereof), and (ii) agrees, to the fullest extent not
prohibited by law, that neither Party, nor any such Affiliate or Representative
shall have any liability to the other Party or any Representatives or Affiliates of
the other Party on any basis (including, without limitation, in contract, tort, under
federal or state securities laws or otherwise) as a result of participation in
developing or evaluating the possible Transaction, or the review of the
Confidential Information of the other Party, except for actions or conduct that
otherwise constitutes a breach of this Agreement.
12. It is understood and agreed that money damages would not be a
sufficient remedy for any breach of this Agreement and that a Party may be
entitled, without the requirement of posting a bond or other security, to
injunctive relief as well as reimbursement by the other Party for legal and other
expenses as a remedy for any such breach. Such remedy shall not be deemed
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Date: 06/25/2021
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to be the exclusive remedy for the breach of this Agreement but shall be in
addition to all other remedies available at law or in equity. In the event of
litigation concerning this Agreement, if a court of competent jurisdiction
determines in a final, nonappealable order that a Party has breached this
Agreement, then such Party shall be liable for and pay to the nonbreaching
party the reasonable legal fees (including fees incurred to collect such fees)
such nonbreaching Party has incurred in connection with such litigation,
including any appeal therefrom or review thereof.
13. It is understood and agreed that no failure or delay in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any right, power or privilege hereunder.
14. In no event shall any party be liable to the other party hereto for
any lost or prospective profits or any other special, punitive, exemplary,
consequential, incidental or indirect losses or damages under or in respect of
this agreement or for any failure of performance related hereto howsoever
caused, whether or not arising from such party’s sole, joint or concurrent
negligence.

15. This Agreement constitutes the entire agreement of the Parties with
respect to a possible Transaction, and supersedes all prior understanding or
agreements, written or oral, on these matters, including with respect to
confidential and proprietary information. This Agreement shall be binding upon
and shall inure to the benefit of the Parties and their respective successors and
permitted assigns. Except as otherwise specifically provided, this Agreement is
not intended and shall not be construed to confer upon or to give any person
other than the parties any rights or remedies. No waiver or amendment of the
Agreement shall be effective unless it is in writing and signed by both Parties. If
any term, provision, covenant or condition of this Agreement is held invalid or
unenforceable for any reason, the remaining provisions of this Agreement shall
continue in full force and effect as if this Agreement had been executed with
the invalid portion eliminated, provided the effectiveness of the remaining
portions of this Agreement will not defeat the overall intent of the Parties. In such
a situation, the Parties agree, to the extent legal and possible, to incorporate a
replacement provision to accomplish the originally intended effect.

16. 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
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bound by the terms of this Agreement, and provided that such assignment shall
not release the assigning Party from its obligations hereunder.

17. During the term of this Agreement, and for a period of twelve (12)
months following the termination of this Agreement for whatever reason,
Counter Party nor any of its members, officers, directors, employees or agents
shall, directly or indirectly, for itself or themselves or on behalf of any other entity
or person, whether as a principal, agent, employee, contractor, consultant,
stockholder, partner, officer, member, director, sole proprietor, joint venturer or
otherwise, solicit any person who was employed by the other Party during the
term of this Agreement to cease to work for that Party or to accept
employment with any other person or entity; or hire, engage or employ any
person who was employed by the other Party during the term of this
Agreement.

18. During the term of this Agreement and for a period of twelve (12)
months thereafter, neither Party shall, directly or indirectly, for itself, or on behalf
of any other person, firm, corporation or other entity, whether as principal,
agent, employee, independent contractor, stockholder, joint venturer, partner,
officer, member, director, sole proprietor, or otherwise, (i) call upon or otherwise
communicate with any Customer or Prospective Customer of the other Party
for the purpose of rendering or offering to render services in competition with
those rendered by the other Party, or render such services to the Customer or
Prospective Customer; or (ii) call upon or communicate with any Referral
Source for the purpose of soliciting the referral of customers or potential
customers for services in competition with those rendered by the other Party.
For the purposes of this Agreement, “Customer” means any individual, firm,
corporation or other entity, and/or any principal, agent, employee,
stockholder, partner, officer, member, or director thereof (collectively,
“Person”) to which a Party has sold products or rendered services at any time
during the twentyfour (24) month period immediately preceding the date of
this Agreement and whose identity was made know to the other party during
the term of this agreement and was derived only from their professional
engagement with the other Party, “Prospective Customer” means any Person
which has been actively solicited to purchase products or services from a Party
at any time during the -twentyfour- (24) month period immediately preceding
the date of this Agreement and whose identity was made know to the other
party during the term of this agreement and was derived only from their
professional engagement with the other Party and “Referral Source” means a
Person who has referred customers to a Party at any time during the twenty-four
(24) month period immediately preceding the date of this Agreement. Both
Parties agree to notify each other promptly if approached by either Parties’
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Customers or Prospective Customers to perform services similar to those

performed by the other Party. This restriction does not apply with respect to any
service engagement in effect prior to the date of this Agreement.
19. The Parties represent and warrant that they have carefully
considered the nature and extent of the restrictions contained herein and the
rights and remedies conferred under this Agreement, and acknowledge and
agree that the same are reasonable in time, and are necessary to protect the
legitimate economic interests of the Parties.
20. This Agreement commences on the Effective Date for an initial
period of one (1) 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
continues to remain confidential, until such time as such Confidential
Information disclosed hereunder is no longer confidential information;
provided, however, that the obligation of the receiving Party to return
Confidential Information to the disclosing Party shall survive until fulfilled.
Nothing in this Agreement shall be construed so as to require either Party to
disclose any particular Confidential Information to the other.
21. All Confidential Information shall remain the property of the
disclosing Party. Neither Party will be deemed to have granted a license of or
any rights in any Confidential Information by disclosing it under the terms of this
Agreement. The receiving Party will not attempt to determine the content or
structure, decompile, disassemble, decode, reproduce, redesign, replicate or
copy the design, or otherwise reverse engineer any material sample, design or
design concept, hardware, or software to which it is provided access pursuant
to this Agreement.
22. This Agreement shall be construed and governed by and
construed in accordance with the law of the State of Delaware, United States
of America or London, England. Each party irrevocably agrees to submit to the
exclusive jurisdiction of the courts of the State of Delaware over any claim or
matter arising under or in connection with this agreement.

23. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE
RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING
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THE PARTIES HERETO.

24. This Agreement may be executed in two or more counterparts,

and may be executed by electronic or facsimile transmission, each of which
shall be deemed an original. In that event, in proving this Agreement it shall
only be necessary to produce or account for the counterpart signed by the
party against whom the proof is being presented.

IN WITNESS WHEREOF, the Parties have executed this Agreement by and

through their duly authorized representatives, as of the day first above written.

Welocalize, Inc.

(“Counterparty”)

By: By:

Title: Title:

Date: Date:

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QF-005.024
Revision 06
Originator: Jayme Desocio
Approver: Salim Catrina
Date: 06/25/2021
Applicability: Global