WELOCALIZE, INC.

MUTUAL NONDISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement (the “Agreement”) is made by and between

Welocalize, Inc., a Delaware Corporation, on behalf of itself and its subsidiaries and
affiliates, having its primary place of business located at 15 West 37 th Street, 4th Floor,
New York, NY 10018 USA (“Welocalize”), and
____________________________________________ (“Supplier”) having its primary place of
business located at ____________________________________________.

1. Purpose. Welocalize and Supplier are investigating the possibility of entering

into one or more transactions or business relationships involving the supply of services
from Supplier to Welocalize (the “Relationship”) in connection with which each Party
has disclosed and/or may further disclose its Confidential Information (as defined
below) to the other. The Purpose of this Agreement is to cover the evaluation of
entering into a Relationship and the conduct of any Relationship between the Parties.
Each Party may disclose Confidential Information (a “Disclosing Party”) to the other
Party (a “Receiving Party”).

2. Definition of Confidential Information. “Confidential Information” means

information which a Party or any directors, officers, employees, representatives,
advisors or agents of a Party or its affiliated companies (collectively, “Representatives”)
provides to the other Party or to any Representatives of the other Party at any time.
Confidential Information includes, without limitation, the contents of 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, products,
services, customers, customer lists, pricing, revenue, markets, developments,
inventions, processes, technology, 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
and including identification names and passwords, documentation, proprietary
information belonging to Welocalize’s customers or prospective customers. Any
written Confidential Information may be clearly labeled “Confidential Information” or
shall be such that any reasonable person would understand the information as
Confidential Information. Any Confidential Information transmitted orally or visually
may be clearly identified as such by the Disclosing Party 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.

3. Nondisclosure and Nonuse of Confidential Information. Welocalize and

Supplier each agree not to use any Confidential Information disclosed to it by the
other Party for its own use or for any purpose other than the Purpose. Neither Party
shall disclose or permit disclosure of any Confidential Information of the other Party
to any third parties other than Representatives who are required to have the
information in order to carry out the Purpose. Each Party shall require its
Representatives who have access to the Confidential Information of the other Party to

CF-005.024
Revision 08
Originator: Emilia Cotrone
Approver: Michelle Gao
Date: 11/29/2023
Applicability: Global Confidential 1
 WELOCALIZE, INC.
MUTUAL NONDISCLOSURE AGREEMENT

sign a nondisclosure agreement prior to granting such individual access to

Confidential Information that requires such individual to protect Confidential
Information in substantially the same manner required by this Agreement. Each Party
agrees that it shall take all reasonable measures to protect the secrecy of and avoid
disclosure or use of Confidential Information of the other Party but no less than the
highest degree of care that the Receiving Party utilizes to protect its own Confidential
Information of a similar nature. Each Party agrees to notify the other in writing of any
actual or suspected misuse, misappropriation, or unauthorized disclosure of
Confidential Information of the Disclosing Party which may come to the Receiving
Party’s attention.

4. Exceptions. Notwithstanding the above, neither Party shall have liability to the
other with regard to any Confidential Information of the other Party which the
Receiving Party can prove: (i) was in the public domain at the time it was disclosed or
has entered the public domain through no fault of the Receiving Party; (ii) was known
to the Receiving Party, without restriction, at the time of disclosure; (iii) is disclosed
with the prior written approval of the Disclosing Party; (iv) was independently
developed by the Receiving Party without any use of the Confidential Information of
the Disclosing Party; (v) becomes known to the Receiving Party, without restriction,
from a source other than the Disclosing Party without breach of this Agreement by
the Receiving Party and otherwise not in violation of the Disclosing Party’s rights; (vi) is
disclosed pursuant to the order or requirement of a court, administrative agency, or
other governmental body; provided, however, that the Receiving Party shall provide
prompt notice of such court order or requirement to the Disclosing Party to enable
the Disclosing Party to seek a protective order or otherwise limit such disclosure.

In the event that a Party is requested or required, by subpoena, deposition,

interrogatories, request for document production, 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 Relationship, that Party shall provide the other Party with prompt notice
of any such request so that the other Party may seek, at its expense, an appropriate
protective order or waive compliance with the this Agreement. If, in the absence of a
protective order or waiver, a Party is compelled, in the opinion of counsel, to disclose
any Confidential Information, that Party may furnish only that portion of the
Confidential Information that such Party is legally compelled or is otherwise required
to disclose; provided, however, that such Party must use reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded any Confidential
Information so disclosed.

5. No Modification and Return of Materials. Each Party agrees that it shall not
modify, reverse engineer, decompile, create other works from or disassemble any
software programs contained in the Confidential Information of the other Party unless

CF-005.024
Revision 08
Originator: Emilia Cotrone
Approver: Michelle Gao
Date: 11/29/2023
Applicability: Global Confidential 2
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MUTUAL NONDISCLOSURE AGREEMENT

permitted in writing by the Disclosing Party. Any materials or documents that have
been furnished by one Party to the other in connection with the Relationship shall be
promptly returned by the Receiving Party, accompanied by all copies of such
documentation, within thirty (30) days after (a) the Relationship has been rejected or
concluded or (b) the written request of the Disclosing Party, except that the Receiving
Party may retain one (1) copy for the Receiving Party’s legal archives.

6. No Rights Granted. Nothing in this Agreement shall be construed as granting

any rights under any patent, copyright or other intellectual property right of either
Party, nor shall this Agreement grant either Party any rights in or to the other Party’s
Confidential Information other than the limited right to review such Confidential
Information solely for the Purpose.

7. Term. The foregoing commitments of each Party shall survive any termination
of the Relationship, and shall continue for a period terminating three (3) years from
the date on which Confidential Information is last disclosed hereunder, provided that
any Confidential Information which constitutes a trade secret shall remain subject to
the non-disclosure and non-use restrictions in this Agreement until such Confidential
Information ceases to be a trade secret.

8. Remedies; Indemnification. Welocalize and Supplier each agree that its

obligations set forth in this Agreement are necessary and reasonable in order to
protect the Disclosing Party and its business. Each Party expressly agree that due to
the unique nature of the Disclosing Party’s Confidential Information, monetary
damages would be inadequate compensation for any breach by the Receiving Party
of its obligations set forth in this Agreement. Accordingly, each Party agrees that any
such violation or threatened violation shall cause irreparable injury to the Disclosing
Party and that, in addition to any other remedies that may be available, in law, in
equity or otherwise, the Disclosing Party shall be entitled (a) to seek to obtain
injunctive relief against the threatened breach of this Agreement or the continuation
of any such breach by the Receiving Party, without the necessity of proving actual
damages, and (b) to be indemnified by the Receiving Party from any loss or harm,
including but not limited to attorney’s fees, arising out of or in connection with any
breach or enforcement of the Receiving Party’s obligations under this Agreement or
the unauthorized use or disclosure of the Disclosing Party’s Confidential Information.
In no event shall a Party be liable to the other Party 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.

9. General. (i) The terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the Parties,
provided that the rights and obligations under this Agreement may not be assigned
by the Receiving Party without the Disclosing Party’s prior written consent unless the
assignee shall be the assignee’s successor entity. (ii) If one or more provisions of this

CF-005.024
Revision 08
Originator: Emilia Cotrone
Approver: Michelle Gao
Date: 11/29/2023
Applicability: Global Confidential 3
 WELOCALIZE, INC.
MUTUAL NONDISCLOSURE AGREEMENT

Agreement are held to be unenforceable under applicable law, then such provision
shall be excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable. (iii) This
Agreement shall be governed in accordance with the laws of the State of Delaware,
without giving effect to principles of conflicts of law. (iv) Any term of this Agreement
may be amended with the written consent of Welocalize and Supplier. (v) This
Agreement constitutes the entire agreement between the Parties hereto pertaining
to the subject matter hereof and merges all prior negotiations and drafts of the Parties
with regard to the transactions and/or relationships contemplated herein.

The Parties have executed this Mutual Nondisclosure Agreement as of the date last
below written.

Welocalize, Inc. Supplier

_ _______________________________

By: _ Brennan Smith_________ By: ____________________________

Title: _Head of Service Line Delivery__ Title: ___________________________

Date: _ November 29, 2023 __ Date: ___________________________

CF-005.024
Revision 08
Originator: Emilia Cotrone
Approver: Michelle Gao
Date: 11/29/2023
Applicability: Global Confidential 4