TRANSLATOR / INDEPENDENT CONTRACTOR AGREEMENT

The undersigned (“Contractor”) agrees to perform translation or other services as an independent

contractor for Affordable Language Services, Ltd. (“the Company”) under the following terms and
conditions:

Independent Contractor Status

1. It is agreed and understood between the parties that Contractor’s relationship to the Company is
that of an Independent Contractor and nothing in this Agreement is intended, or should be
construed, to create a partnership, agency, joint venture or employment relationship. Contractor
is not authorized to make any representation, contract or commitment on behalf of the Company
unless a written permission is issued by the Translation Department Manager at the Company.

2. Unless otherwise expressly set forth herein, the Company will not supervise, direct or control
Contractor in the manner or method of performing any assignment provided by the Company.
Contractor will determine the method, manner, and means of performing services, provided that
Contractor shall satisfactorily perform the services to produce the intended result to the Company
standards and timing requirements.

3. Contractor and contractor’s employees or subcontractors can document that he/she possesses the
education, training, skills, experience, licenses, supplies and equipment necessary to the provision
of translation services.

4. Contractor shall be responsible for payment of all taxes and insurance requirements under
existing law, including, but not limited to social security taxes, federal, state and local income
taxes, and unemployment requirements, if any. Contractor warrants that Contractor will make
any and all necessary payments to appropriate governmental agencies and indemnify the
Company against any and all claims, liabilities, costs, or expenses that may arise out of any
breach of this requirement.

5. It is agreed and understood that Contractor is not covered by any workers’ compensation
insurance provided by the Company to its direct employees and Contractor expressly waives any
such coverage as a condition of signing this Agreement.

6. Contractor agrees and understands that he/she is not eligible for unemployment benefits by
virtue of Contractor’s relationship with the Company.

7. The Contractor retains the right to perform services for others during the term of this Agreement.
8. Status as an independent contractor allows the Company and the Contractor to negotiate rates on
a per project basis. For any projects that can benefit from the use of CAT tools, Contractor agrees
to discount their standard rate according to the following schedule:

100% matches and repetitions 25% of standard rate

95 – 99% matches 40% of standard rate
85 – 94% matches 50% of standard rate
75 – 84% matches 75% of standard rate
no match – 74% matches 100% of standard rate

Non Solicitation – Non Compete – Non Disclosure

9. During this Agreement, and for a period of one year immediately following this Agreement's
termination, Contractor shall not directly or indirectly solicit or compete for the business of any
client of the Company. Forms of prohibited solicitation include, but are not limited to the
distribution of Contractor’s personal business cards, telephone numbers, or any other personal
contact information. The Company shall have the right to enforce the terms of this provision in
any appropriate court of law or equity. Contractor agrees to reimburse the Company for all costs
and expenses incurred in enforcing this provision including all attorneys’ fees, court costs and
related expenses.

10. Contractor acknowledges that during the course of this Agreement, Contractor will have access to
confidential information of the Company and the Company’s customers, including without
limitation customer lists, customer contact information, information regarding customer’s use of
or needs for language services, vendor/supplier lists, trade secrets, methods and processes
involved in providing services, marketing and sales techniques, product information, financial
data, pricing histories, pricing strategies, pricing margins, and other information and knowledge
relating to the business of the Company or of the Company’s customers (collectively,
“Confidential Information”). Contractor acknowledges that such Confidential Information is the
sole and exclusive property of the Company and that the maintenance of the confidentiality
thereof is essential to the Company’s ability to conduct its business. Therefore, during the term of
this Agreement or at any time thereafter, Contractor will not, without the express written consent
of the Company, directly or indirectly communicate or divulge any Confidential Information to
any third party; however, Contractor may disclose or use such information under any of the
following circumstances:

a. disclosure or use thereof in good faith by Contractor in connection with the performance
of Contractor’s duties for the Company;

b. disclosure which is required by a court or other governmental agency of competent

jurisdiction;

c. disclosure or use of any such Confidential Information which becomes part of the public
domain through no fault of Contractor or any agent of Contractor.
Performance Duties and Expectations

11. Contractor shall personally perform the entire assignment without subcontracting any part
thereof to any other company or individual unless otherwise agreed in writing with the Company
prior to project inception and the individual subcontractor has submitted their resume for
approval to the Company’s Translation Project Manager

12. Contractor shall not perform any services for a client while under the influence of illegal drugs or
alcohol.

13. Contractor agrees to deliver all services within the designated time frame and in accordance with
the Company’s quality procedures agreed to in each Project Assignment and set forth herein in
this section of this Agreement. Contractor further agrees to immediately inform the Company of
any potential delay in delivery or inability to comply with quality procedures or Agreement with
the Company. The Company shall have the right to make appropriate deductions from amounts
due to contractor upon the failure of the Contractor to comply with the terms of the section titled
“Performance Duties and Expectations”.

14. Contractor agrees to be available for work-related communication and will respond within 24
hours of email or phone calls. Notification of any inability to comply with this policy, especially
after project delivery, should be given in advance to the Translation Project Manager in writing

15. Contractor understands that he/she may not perform any translation services on behalf of the
Company without authorization from the Company, and that he/she will not be eligible for
payment for any services rendered without proper authorization.

16. Invoices. The contractor shall submit a separate invoice to the company for each assignment
performed. The invoice must include Contractor’s name, business name, address, invoice
number, project assignment number as assigned by the Company, along with summary
description of services including language combination, word count, and total due. Invoices shall
be sent with project as a separate attachment or the same day as project delivery unless agreed
otherwise in writing by the Company’s Translation Project Manager. Failure to send invoices on
time could lead to processing delay of up to 90 days. Failure to send an invoice may result in the
following penalties being applied to payment:

a. Invoice not received within 30 days of project delivery – up to $50.00 deducted from
amounts due to Contractor.

b. Invoice not received within 60 days of project delivery – up to $100.00 deducted from
amounts due to Contractor.

c. Invoice not received within 90 days of project delivery – invoice will be considered null
and payment will not be made.

17. Payment terms. When services provided comply with Performance Duties and Expectations, The
Company shall pay contractor the fees set forth in each project within 30 days of invoice receipt.
Any exceptions to this policy will be discussed and agreed to by Translation Project Manager and
 Contractor before the start of any Project Assignment. Payment will be made in US dollars. ALS
will normally provide payment via mailed check without any deductions for payment processing
charges, unless otherwise requested by Contractor on the Contractor’s invoice. If Contractor
requests payment via PayPal, money order or wire transfer, then any and all applicable fees for
payment via PayPal, money order or wire transfer incurred by the Company will be deducted
from amounts due to Contractor.

Miscellaneous Provisions

18. This Independent Contractor Agreement supersedes any previous agreement you may have
reached with the Company.

19. Contractor agrees to indemnify and hold harmless the Company, its officers, employees and
clients from and against all claims, losses, damages, liabilities and expenses (including attorney's
fees) arising out of or based upon Contractor’s conduct, acts or omissions.

20. This agreement contains the entire understanding of the parties relating to the subject matter
herein contained, and this Agreement cannot be changed, modified or terminated except in
writing signed by both parties.

21. This Agreement and all matters or issues collateral thereto shall be governed by the laws of the
state of Ohio applicable to contracts performed entirely therein.

22. Unless otherwise set forth herein or mutually agreed to by the parties, any controversy between
the parties hereto shall be resolved in the following manner. The parties to this Agreement will
appoint two persons, one chosen by each party, to hear and agree upon the resolution of the
dispute. If those persons are unable to agree within a reasonable time, then the two persons so
chosen will jointly select a third impartial arbitrator whose decision will be final and conclusive
on both parties. The cost of this process will be borne in such proportions as the arbitrator(s)
decide.

23. It is mutually agreed and understood that either party may terminate this Agreement by giving
72 hours written notice to the other party. Following any termination of this Agreement, all
assignments fully completed prior to termination shall be invoiced and paid pursuant to the
terms of the assignment. With respect to any assignments in progress at the time of termination,
such assignments shall be completed, invoiced and paid after termination pursuant to the terms
of this Agreement, as if not terminated with respect thereto, unless otherwise specifically agreed
by the parties in writing.

Representations and Warranties

24. By signing this Agreement, Contractor affirms and represents that Contractor is competent to
translate in the language(s) stated on Contractor’s application provided to the Company.

CONTRACTOR AGREES THAT ANY VIOLATION OF ANY OF THE FOREGOING MAY

SUBJECT CONTRACTOR TO DISCIPLINARY ACTION, UP TO AND INCLUDING
TERMINATION OF THIS AGREEMENT.