Independent Contractor Service Agreement

This Agreement is made this ______day of _________ , ______between iLingo2.com, lnc., a California
corporation (“Company”), having a principal place of business in Carlsbad, CA 92010 and
_____________________________, a __________________ (“Contractor”), having its principal place of
business at ____________________________.

SECTION 1. SERVICES

The parties are engaged in the business of providing interpreting services, and Contractor represents and
warrants to Company that (a) Contractor is customarily engaged in an independently established business
that provides businesses with language translation and interpreting services (the “Services”); and (b)
Contractor advertises and holds itself out as available to provide the Services to the public.

Contractor shall provide such Services to Company on an as needed basis at times and hours mutually
agreed by both parties.

For purposes of this Agreement, "interpreting" means spoken or oral translation in any mode
(simultaneous, consecutive, sight, as liaison interpreter, etc.), whether performed on site (with or without
equipment), or remotely.

SECTION 2. RELATIONSHIP BETWEEN PARTIES.

Contractor serves as an independent contractor of Company in the performance of Contractor's Services

under this Agreement. Nothing contained or implied in this Agreement creates a relationship of employer-
employee between Company and Contractor nor does it create a joint venture, partnership, or similar
relationship between Company and Contractor.

Contractor is free from control and direction of Company in connection with the performance of the
Services, subject only to the right of Company to specify the desired results. Contractor shall provide all
of its own tools, vehicles and equipment necessary for the performance of the Services.

Contractor understands and agrees that (a) Contractor must file all corporate and/or individual tax returns
and pay Federal and State taxes, as appropriate; (b) Company is not responsible for withholding any
income or any other taxes with respect to Contractor's fees; and (c) Contractor has no claim against
Company for any employee benefits of any kind. Contractor bears the full expenses of its operations,
except as to those expenses which are for the specific performance of Services contracted by Company
and agreed to in advance in writing by Company. Contractor agrees to indemnify, defend and hold
Company harmless from any liability for, or assessment of, any claims or penalties with respect to such
withholding taxes, labor or employment requirements, including any liability for taxes imposed on
Company by the relevant taxing authorities with respect to any compensation paid to Contractor or
Contractor's partners, agents or its employees.

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Neither Contractor, nor any partner, agent or employee of Contractor, has authority to enter into
contracts that bind Company or create obligations on the part of Company without the prior written
authorization of Company.

SECTION 3. COMPENSATION AND PAYMENT.

Company agrees to pay Contractor the negotiated fee(s) set forth in each project assignment for Services.

Contractor must provide a W-9 Form with a correct Employer Identification Number (EIN) in order for
payments to be made.

In addition, Contractor is entitled to reimbursement of pre-approved expenses, such as mileage, airfare,

parking, tolls, ground transportation, lodging, meals, per diem allowance, and compensation for travel
time, as applicable, except for any expenses which are pre-paid by Company.

In the event an assignment is cancelled after being confirmed by Company, where Contractor is expected
to reserve the scheduled time, or while assignment is in progress, then Contractor's fee is payable, in
whole or in part, according to the terms set forth in the Contractor Handbook, unless Company offers
another similar work assignment and schedule in its stead. Any previously approved nonrefundable out-
of-pocket expenses paid for by Contractor prior to cancellation are to be reimbursed by Company.

Payment in full of interpreting fees must be made by Company to Contractor no later than 30 days from
receipt of invoice from Contractor, by the method of payment specified in writing between the parties.
Reimbursement in full of approved expenses will be made promptly to Contractor upon receipt of an
invoice and reasonable evidence that the expense was incurred in connection with the provision of
Services.

For long-term assignments, Contractor may request an initial payment and periodic installments. If an
installment becomes overdue, Contractor, upon giving Company a fifteen- (15) day written notice, has the
right to stop work until the outstanding payment is received.

All invoices submitted by Contractor shall contain an Authorization Code, Start and End time of
Assignment, the date service was rendered, the client's name, and any other information that is
reasonably requested by Company. If invoices do not contain the required information, Company reserves
the right to withhold payment until all necessary information/documentation is received.

SECTION 4. PERFORMANCE.

Company will specify in writing or by phone call to Contractor within a reasonable time prior to each
interpreting assignment the location, duration, and nature of the assignment, and the languages into and
from which Contractor is being hired to interpret.

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 SECTION 5. PRIVACY RULES CONCERNING PROTECTED HEALTH INFORMATION

Section 5.01. Definitions.

(a) “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health
Information, codified at 45 CFR Parts 160 and 164, Subparts A and E.

(b) “Security Rule” shall mean the Standards for Security of Individually Identifiable Electronic
Health Information, codified at 45 CFR Parts 160 and 164, Subparts A, C and E.

(c) “Breach” shall have the meaning given to such term in 45 C.F.R. § 164.402 or applicable
State data breach notification law.

(d) “Breach Notification Rule” shall mean the rule related to breach notification for Unsecured
Protected Health Information at 45 C.F.R. Parts 160 and 164.

(e) “Protected Health Information” or “PHI” shall have the meaning given to such term under
the Privacy and Security Rules at 45 C.F.R. § 160.103, limited to the information created or received by
Contractor from or on behalf of Company.

(f) “Electronic Protected Health Information” or “ePHI” shall have the same meaning given to
such term under the Security Rule, including, but not limited to, 45 C.F.R. § 160.103, limited to the
information created or received by Contractor from or on behalf of Company.

Section 5.03. Privacy Rule Permitted Uses And Disclosures of Contractor.

(a) Permitted Uses and Disclosures of PHI. Except as provided in Paragraphs (b) and (c), below,
Contractor may only use or disclose PHI to perform functions, activities, or services for, or on behalf of
Company, as specified in the Agreement.

(b) Use for Management and Administration. Except as otherwise limited in this Agreement,
Contractor may, consistent with 45 C.F.R. 164.504(e)(4), use PHI if necessary (i) for the proper management
and administration of Contractor, or (ii) to carry out the legal responsibilities of Contractor.

(c) Disclosure for Management and Administration. Except as otherwise limited in this
Agreement, Contractor may, consistent with 45 C.F.R. 164.504(e)(4), disclose PHI for the proper
management and administration of Contractor, provided (i) the disclosure is required by law, or (ii)
Contractor obtains reasonable assurances from the person to whom the information is disclosed (“Person”)
that it will be held confidentially and will be used or further disclosed only as required by law or for the
purpose for which it was disclosed to the Person, and that the Person agrees to notify Contractor in writing
of any instances of which it becomes aware in which the confidentiality of the information has been
breached.

Section 5.04. Privacy Rule Obligations and Activities of Contractor.

(a) Limitations on Disclosure. Contractor shall not use or disclose PHI other than as permitted
or required by this Agreement or as required by law. Contractor shall not use or disclose PHI in a manner
that would violate the Privacy Rule if done by Company, unless expressly permitted to do so pursuant to the
Privacy Rule and this Agreement.
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 (b) Appropriate Safeguards. Contractor shall use appropriate safeguards to prevent use or
disclosure of PHI other than as provided for by this Agreement or as required by law.

(c) Mitigation. Contractor shall mitigate, to the extent practicable, any harmful effect that is
known to Contractor of a use or disclosure of PHI by Contractor in violation of the requirements of this
Agreement.

(d) Reporting of Improper Use or Disclosure. Contractor shall report within five (5) days to the
Company, in writing, any use or disclosure of PHI not provided for by the Agreement after becoming aware
of such use or disclosure.

(e) Obligations on Behalf of Company. To the extent Contractor carries out an obligation of
Company’s under the Privacy Rule, Contractor must comply with the requirements of the Privacy Rule that
apply to Company in the performance of such obligation.

(f) Access to PHI. Contractor shall provide access, within five (5) days of a request of Company,
and in the time and manner reasonably designated by Company, to PHI in a Designated Record Set, to the
Company or, as directed by the Company, to an Individual or a third party designated by the Individual, in
order for Company to meet the requirements at 45 C.F.R. § 164.524.

(g) Amendment of PHI. Within five (5) days of receipt of a request from Company, Contractor
shall make any PHI contained in a Designated Record Set available to the Company (or an Individual as
directed by the Company) for purposes of amendment per 45 C.F.R. § 164.526. Within five (5) days of receipt
of a request from Company, Contractor shall make any amendment(s) to PHI in a Designated Record Set
that the Company directs or agrees to pursuant to the Privacy Rule, at the request of the Company, and in
the time and manner reasonably designated by the Company. If an Individual requests an amendment of
PHI directly from Contractor, Contractor shall, as soon as possible, but no later than five (5) days after receipt
of the request, forward the request to Company. Any denial of amendment of PHI maintained by Contractor
shall be the responsibility of Company.

(h) Accounting/Documentation of Disclosures Contractor shall document disclosures of PHI

and information related to such disclosures as would be required for Company to respond to a request by
an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. Within five (5) days
of receipt or a request from Company, Contractor shall make available to Company the written information
required to provide an accounting of such disclosures. Contractor shall implement a process that allows for
an accounting to be collected and maintained by Contractor for at least six (6) years prior to the request
(except for disclosures occurring prior to the effective date of the Agreement). At a minimum, such
accounting information shall include the information described in 45 CFR 164.528(b), including, without
limitation: (i) the date of disclosure of PHI; (ii) the name of the entity or person who received PHI and, if
known, the address of the entity or person; (iii) a brief description of PHI disclosed; and (iv) a brief statement
of purpose of the disclosure that reasonably informs the Individual of the basis for the disclosure, or a copy
of the written request for disclosure. If a request for an accounting is delivered directly to Contractor,
Contractor shall forward the request to Company such that Company receives the request for accounting,
as soon as possible, but no later than five (5) days after Contractor’s receipt of the request.

(i) Governmental Access to Records. Contractor shall make its internal practices, books and
records, including policies and procedures and PHI, relating to the use and disclosure of PHI received from,
or created or received by Contractor on behalf of Company available to the Secretary and Company for
purposes of determining Company’s compliance with the Privacy Rule as applicable. Such access will be
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provided to both Company and the Secretary five (5) days after receipt of a written request and during
normal business hours from Company or the Secretary, unless a shorter duration has been designated by
the Secretary.

(j) Minimum Necessary. In accordance with 45 C.F.R. 164.502(b), Contractor shall only request,
use and disclose the minimum amount of PHI necessary to accomplish the purpose of the request, use or
disclosure. Further, Contractor will restrict access to PHI to those employees of Contractor or other
workforce members under the control of Contractor who are actively and directly participating in providing
goods or services under the Agreement who need to know such information in order to fulfill such
responsibilities.

Section 5.05. Security Rule Obligations of Contractor.

(a) Compliance with the Security Rule. Contractor shall comply with the Security Rule with
respect to ePHI and have in place reasonable and appropriate administrative, physical, and technical
safeguards to protect the confidentiality, integrity, and availability of ePHI and to prevent the use or
disclosure of ePHI other than as provided for by this Agreement or as Required by Law.

(b) Security Incident/Breach Notification Reporting. Contractor shall report any Security
Incident to Company within 24 hours after becoming aware of such incident. Contractor shall take prompt
corrective action to mitigate and cure any harmful effect that is known to or anticipated by Contractor
resulting from a Security Incident. Separate from the requirements related to Security Incident reporting,
Contractor shall also make the reports and notifications set forth below in Section 5.06 related to a Breach
of Unsecured PHI.

Section 5.06. Breach Notification (Federal and State) Rule Obligations of Contractor.

(a) Notification Requirement. Within three (3) days following Contractor’s discovery of a
Breach, or upon Contractor’s reasonable belief that a Breach has occurred, Contractor shall provide written
notification of such Breach to Company. Contractor shall provide such written notification regardless of
whether Contractor determines that there is a low probability that PHI that is the subject of a Breach has
been compromised.

(b) Discovery of Breach. For purposes of reporting a Breach to Company, the discovery of a
Breach shall occur as of the first day on which such Breach is known to Contractor, by exercising reasonable
diligence, would have been known to or suspected by the Contractor. Contractor will be considered to have
had knowledge of a Breach if the Breach is known, or by exercising reasonable diligence would have been
known to, or suspected by, any person (other than the person committing the Breach) who is an employee,
officer, or agent of the Contractor.

(c) Content of Notification. Any notice referenced above in Section 5.06(a) of this Agreement
will include, to the extent known to Contractor, the identification of each individual whose Unsecured PHI
has been, or is reasonably believed by Contractor to have been, accessed, acquired, or disclosed during such
Breach. Contractor will also provide (on a continuing basis as information is discovered) to Company other
available information that the Company is required to include in its notification to the individual pursuant
to the Breach Notification Rule or applicable State data breach notification laws.

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 (d) Cooperation with Company. Contractor shall:

(i) Cooperate and assist Company with any investigation into any Breach or alleged
Breach by Company, including those conducted by any Federal agency, State
Attorney General, State agency (or their respective agents);

(ii) Comply with Company’s determinations regarding Company’s and Contractor’s

obligations to mitigate to the extent practicable any potential harm to the
individuals impacted by the Breach; and

(iii) As directed by Company, assist with the implementation of any decision by

Company or any Federal agency, State agency, including any State Attorney
General, or their respective agents, to notify individuals impacted or potentially
impacted by a Breach.

SECTION 6. QUALITY ASSURANCE.

Contractor understands and agrees that Company may, at Company's discretion, monitor Contractor's
work as part of Company's quality-assurance efforts.

If in Company's reasonable opinion, Contractor delivers substandard Services, Contractor's Services may
be cancelled immediately upon notice; Company is only obligated to pay for Services actually rendered to
the point of termination and any previously agreed expenses actually incurred.

SECTION 7. CERTIFICATION AND LICENSING.

Contractor is responsible for maintaining all licensing and certifications required by federal, state, or local
law for the performance of the Services under this Agreement, including any costs and/or fees associated
therewith, and shall provide Company with confirmation that Contractor's certification and licensing is
current and in good standing.

Without limiting the generality of the foregoing, Contractor warrants to Company that Contractor has
obtained a business license for the jurisdiction in which the Services will be performed. Contractor must
provide a copy of such business license to Company prior to commencing work hereunder.

SECTION 8. INDEMNIFICATION.

Contractor shall indemnify, defend and hold Company, and its officers, directors, employees, agents,
successors and assigns harmless, from and against any and all losses, claims, actions, demands, liabilities,
damages, costs and expenses (including but not limited to costs of providing notifications and credit
monitoring services to individuals pursuant to the Breach Notification Rule and State data breach
notification laws, administrative costs associated with Company’s and Contractor’s compliance with
Breach Notification Rule and State data breach notification laws, judgments, settlements, court costs and
reasonable attorneys’ fees actually incurred) arising from or related to: (1) any act, omission, or breach of
this Agreement by Contractor, its subcontractors, employees, or agents, including but not limited to the
use or disclosure by Contractor of Individually Identifiable Information (including PHI) in violation of the
terms of this Agreement or applicable law; and (2) whether in oral, paper or electronic media, any Breach
of Unsecured PHI or State data breach of Individually Identifiable Information by Contractor.
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If Contractor assumes the defense of any claim, action, or government investigation associated with a
Breach, Company shall have the right, at Contractor’s expense, to participate in the defense of such claim,
action, or government investigation. Contractor shall not take any final action with respect to any claim,
action, or government investigation associated with a Breach without the prior written consent of
Company, which consent shall not be unreasonably withheld. To the extent permitted by law, Contractor
shall be fully liable to Company for any acts, failures or omissions of Contractor’s subcontractors in
furnishing services to Contractor as if they were the Contractor’s own acts, failures or omissions. The
obligations set forth in this Section shall survive termination of this Agreement, regardless of the reasons
for termination.

SECTION 9. CONFIDENTIALITY.

"Confidential Information" means any Company proprietary information, technical data, trade secrets or
know-how, including, but not limited to, research, product plans, products, services, suppliers, customer
lists and customers (including, but not limited to, customers of Company for whom Contractor performed
services or with whom Contractor became acquainted during the term of this Agreement), prices and
costs, markets, software, developments, inventions, technology, marketing, budgets or other business
information disclosed to Contractor by Company, either directly or indirectly, in writing or orally, or
created by Contractor during the term of this Agreement in connection with Contractor’s performance of
Services for Company. Confidential Information does not include any of the foregoing items which has
become publicly and widely known and made generally available through no wrongful act of Contractor
or of others who were under confidentiality obligations as to the items involved. With respect to
Confidential Information, Contractor agrees at all times, both before and after the date hereof: (a) to
exercise the same degree of care as it accords to protect its own confidential information from disclosure,
but in no case less than reasonable care, (b) to use Confidential Information only for the performance of
Services for Company and not for Contractor's own benefit, and (c) to hold Confidential Information in
strict confidence and not disclose it to any person, firm, corporation or other entity without prior written
authorization of Company.

Notwithstanding any other provision in this Agreement, and without limiting any of Company's other
rights, Company has the right to immediately terminate this Agreement in the event of any breach of this
provision.

SECTION 10. TERM.

Contractor understands and agrees that Company will be utilizing Contractor's Services only on an as-
needed basis and at Company's discretion. Contractor may, without penalty, decline to accept any offered
assignment from Company. This Agreement shall remain in effect from the date hereof until the first
anniversary of the date hereof, at which time it shall automatically renew for successive one- (1) year
terms, unless otherwise terminated in accordance with this Agreement.

SECTION 11. TERMINATION.

Section 11.01. Noticed Termination.

Either party may terminate this Agreement upon thirty (30) days' written notice to the other party.

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In the event of termination of this Agreement, Contractor must invoice Company for, and Company must
pay Contractor for all Services performed and approved expenses incurred through the date of
termination, and Company is not obligated to pay Contractor any other compensation whatsoever.

Section 11.02. Termination for Cause.

Upon Company’s knowledge of a breach of the terms of this Agreement by Contractor, Company may:

(a) Immediately terminate this Agreement; or

(b) Provide an opportunity for Contractor to cure, and, if Contractor does not cure the breach
within ten (10) days, Company may immediately terminate this Agreement.

If performance of work under this Agreement is terminated for cause, Company may complete or arrange
for the completion of the Services, and Contractor shall be liable to Company for increased costs incurred
by Company as a result of the default. Contractor hereby waives any and all rights and/or claims for, and
agrees that it shall not be entitled to, any other payment or compensation of any type or kind, or
calculated on any other basis, including without limitation on account of: (i) any loss of anticipated profits
or revenue; (ii) opportunity cost; (iii) any investment of time, money, materials, personnel or other
resources, or (iv) any other economic loss arising out of this Agreement or resulting from such termination.

Section 11.03. Effect of Termination.

As of the effective date of termination of this Agreement, neither party shall have any further rights or
obligations hereunder except: (a) as otherwise provided herein; (b) for continuing rights and obligations
accruing under the Privacy Rule; or (c) arising as a result of any breach of this Agreement, including, but
not limited to, any rights and remedies available at law or equity. Upon termination of this Agreement for
any reason, Contractor shall return to Company or destroy all PHI (regardless of form or medium). The
obligation to return or destroy all PHI shall also apply to PHI that is in the possession of subcontractors of
Contractor. If the return or destruction of PHI is not feasible, Contractor shall provide Company written
notification of the conditions that make return or destruction not feasible. Upon mutual agreement of the
parties that return or destruction of PHI is not feasible, Contractor shall continue to extend the protections
of this Agreement to such information, and limit further uses or disclosures of such PHI to those purposes
that make the return or destruction of such PHI not feasible, for as long as Contractor maintains such PHI.
If Contractor elects to destroy the PHI, Contractor shall notify Company in writing that such PHI has been
destroyed.

SECTION 12. NON-EXCLUSIVITY.

Company acknowledges that Contractor may perform Services for other customers, businesses, persons,
or companies during the term of this Agreement, as Contractor sees fit.

SECTION 13. NON-INDUCEMENT/NON-SOLICITATION.

For the duration of this Agreement and for a period of three (3) years immediately following its
termination, Contractor must not: (a) induce, solicit, or recruit, or attempt to induce, solicit, or recruit,
any of Company's employees to leave their employment or otherwise terminate their relationship with
Company, or (b) solicit work from parties known to Contractor to have worked with Company, or attempt

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to induce any customer of Company to cease working with Company or to reduce its volume of business
with Company.

SECTION 14. INFORMATION TECHNOLOGY SECURITY AGREEMENT

In conjunction with this Agreement, the parties have executed an Information Technology Security
Agreement (“ITSA”) that is attached hereto as Attachment 2 and incorporated by reference. Contractor
agrees to comply with the terms of the ITSA as to all Services provided by Contractor in association with
this Agreement and as to all information provided by Company to Contractor.

SECTION 15. INSURANCE

Contractor is required to maintain Liability insurance prior to commencing any Services and throughout
the term of this Agreement.

Upon execution of this Agreement and for as long as it is effective, Contractor shall cause Company to be
named as an additional insured under Contractor’s general liability policies and business automobile
polices. The insurance coverage required by this Section 15 shall not be canceled, materially changed or
allowed to expire unless at least thirty (30) days’ prior written notice has been given to Company and
equivalent replacement coverage has been obtained. Contractor shall provide Company with evidence of
all such insurance upon request.

SECTION 16. MISCELLANEOUS

Any term of this Agreement may be amended or waived only with the written consent of the parties.

This Agreement, including the ITSA (Information Technology Security Agreement) , constitutes the sole
agreement of the parties and supersedes all oral negotiations and prior writings with respect to the
subject matter hereof. The validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of California, without giving effect to its conflict of laws principles.
This Agreement is for the professional services of Contractor and is non-assignable by Contractor without
the prior written consent of Company. Each of the parties agrees that any legal action or proceeding
arising out of or relating to this Agreement brought by the other party or its successors or assigns shall be
brought and determined in an appropriate state court located in Ventura County, California, or United
States District Court for the Central District of California, and each of the parties hereby submits to the
jurisdiction of such courts. If any provision of this Agreement shall be construed to be illegal, invalid, or
unenforceable, it shall not affect the legality, validity or enforceability of any of the other provisions
hereof, and the illegal, invalid or unenforceable provision(s) shall be deemed stricken and deleted hereof
to the same extent and effect as if never incorporated herein, but all other provisions hereof shall
continue. This Agreement may be executed in counterparts, each of which shall be deemed an original,
but all of which, together, shall constitute one and the same agreement. Any reference made in this
Agreement to "in writing" includes email and/or facsimile communications.

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CONTRACTOR: ILINGO2.COM, INC.:

By: By:
(Signature) (Signature)

Name: Name:

Title: Title:

Contractor Employer Identification Number (EIN): ___________________

Copy of Contractor’s Business License Provided: ______________

date

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