NON-DISCLOSURE AGREEMENT - TRANSCRIBER

THIS NON-DISCLOSURE AGREEMENT is made on ________________ [date].

BETWEEN:

1. AMBERSCRIPT B.V., a limited liability company (besloten vennootschap met

beperkte aansprakelijkheid), incorporated under the laws of the Netherlands
having its corporate seat in Amsterdam, the Netherlands and its business address
at the Keizersgracht 668B (1017 ET) Amsterdam, registered with the Trade Register
of the Chamber of Commerce of the Netherlands under number 70427585 (the
"Sending Party"),

2. _________________________ [Name], an independent transcription and/or subtitle

and/or translation provider, subject to the laws of the Netherlands and
________________ [country of transcriber], living at ________________________________
________________________________ [address & city] (the "Receiving Party").

The parties above are hereinafter collectively referred to as the "Parties" and individually as
a “Party”.

WHEREAS:

A. The Sending Party is a software company developing applications and materials

that, among others, automatically transforms audio or video into text and captions
(the "Amberscript Engine").

B. The Receiving Party makes use of the Amberscript Engine and provides the sending
party with manual transcription or caption services for the data and content
provided by the sending party.

C. The Parties now wish to enter into this non-disclosure agreement (the
"Agreement") in order to regulate their rights and obligations regarding the
Confidential Information.

HEREBY AGREE AS FOLLOWS:

1. Definitions

In this Agreement the following capitalised words shall have the following meanings:

1.1 "Information" means any information or data relating to the Sending Party, its business
and its concept, whether provided in writing, electronically (among which audio or
video), visually or in any other form and whether before or after the date of this
Agreement;
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1.2 "Intellectual Property" means patents, trademarks, service marks, rights (registered or
unregistered) in any designs, applications for any of the foregoing, trade or business
names, copyright (including rights in computer software) and topography rights; know-
how and processes, lists of suppliers and customers and other proprietary knowledge
and information; internet domain names; rights protecting goodwill and reputation;
database rights and all rights and forms of protection of a similar nature to any of the
foregoing or having equivalent effect anywhere in the world and all rights under
licences and consents in respect of any of the rights and forms of protection mentioned
in this definition;

1.3 "Breach" means a violation of the rights and obligations as mentioned in this
Agreement.

2. Confidentiality of Information

2.1 The Receiving Party shall hold any Information strictly confidential and shall not
without prior written consent of the Sending Party: (i) reveal, disclose, make available or
publish the Information, or any part thereof, in any form; or (ii) use or make use of the
Information, or any part thereof, for any purpose other than in connection with the
Amberscript Engine.

2.2 The term 'Information' as used in this Agreement means any Information which is
confidential or proprietary in nature as ascribed in Article 1.1, other than information
that: (i) as at the date of its disclosure to the Receiving Party is public knowledge, or
which subsequently becomes public knowledge other than by reason of any breach of
this Agreement, (ii) is lawfully obtained by the Receiving Party after the date hereof
through any other legitimate source, (iii) is required to be disclosed by any court of
competent jurisdiction or any competent governmental or supervisory body, and (iv) is
disclosed with the prior written consent of the Sending Party, subject to the conditions
set forth in such written consent.

2.3 The Receiving Party shall inform as soon as possible (to the extent permitted by law),
and in any event prior to the disclosure, the Sending Party of the full circumstances and
nature of any disclosure under Article 2.3 (C) or upon becoming aware that Information
has been disclosed in breach of this Agreement. The Receiving Party shall provide the
Sending Party with all written records in relation to a disclosure in accordance with
Article 2.3 (C) if requested.

2.4 The restrictions on disclosure and use set out in this Agreement apply similarly to all
documents and (computerized) data prepared by or on behalf of the Receiving Party
containing or based on the Information.

3. Further undertaking by the Receiving Party

3.1 In the event of the termination of this Agreement, the Receiving Party will return to the
Sending Party, at its first request, all Information and all copies thereof. In addition, the
Receiving Party will destroy (or confirm the destruction of) any documents or data
(including data held in computerized forms) which contain or are based on the
Information.
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4. Intellectual Property

4.1 The ownership of the Information and any and all Intellectual Property rights included
the Information and relating to Company shall remain with the Sending Party. Nothing
in this Agreement shall confer or be deemed to confer on the Receiving Party and any
right or in a license to use the Information and/or any Intellectual Property right therein.
The Receiving Party shall leave all signs which indicate ownership or origin intact.

4.2 The ownership, right, title and interest in and to all proprietary and Intellectual Property
rights of the Sending Party in any information and documentation developed by the
Receiving Party on the basis of Information provided to it shall vest in the Sending
Party.

5. Penalty for breach

5.1 The Receiving Party acknowledges that the Sending Party could be damaged by a
breach of the obligations hereunder. The Receiving Party accepts that in case of a
breach of this Agreement, it shall in any event, deliberately or negligently, without
prejudice to the Sending Party's right to claim actual direct or indirect damages
(schadevergoeding), forfeit an immediately payable penalty in the amount of EUR
5.000 (in words: five thousand) to the Sending Party, to be increased with an amount of
EUR 500 (in words: five hundred) for each day that such breach continues, without
prejudice to the rights of the Sending Party to, in addition, claim equitable relief,
including injunctive relief and specific performance in the event of any breach or
threatened breach of the provisions of this Agreement. The Receiving Party
furthermore acknowledges that the Sending Party shall have the right to enforce all the
terms hereof.

5.2 The Receiving Party indemnifies the Sending Party and the Company for any
reasonable costs, claims, damages, losses or liabilities of whatsoever nature arising
directly from any breach of the Receiving Party and/or any Representative's obligations
hereunder, which shall be determined by a competent court or agreed by the Receiving
Party.

5.3 Notwithstanding Article 5.1 hereof, the Receiving Party is obliged to in as much as
possible remedy any breach of this Agreement in order to as much as possible to restore
the situation as it was before such breach occurred.

6. Disclaimer

All Information is provided on an "as is" basis, without any warranty or representation
whatsoever, whether express, implied or otherwise, regarding its correctness, accuracy or
completeness, and the Sending Party and/or the Company shall be under no liability in this
respect and shall have no liability whatsoever with respect to the use of or reliance upon
the Information by the Receiving Party.

7. Amendments

The terms of this Agreement and the obligations under this Agreement of the Parties may
only be amended or modified by written agreement between the Parties.
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8. Third party rights

The terms of this Agreement may only be enforced and relied upon by the Parties.

9. Term

9.1 This Agreement will remain effective for a term equal to the use of the Amberscript
Engine by the Sending Party, unless amended or terminated earlier in writing by
mutual consent between the Parties hereto.

9.2 The obligations in this Agreement are continuing and, in particular, shall survive the
termination between the Parties for a term of three (3) years.

9.3 To the extent permitted by law, each of the Parties, waives its rights, if any, in whole or
in part to annul (vernietigen) or dissolve (ontbinden) this Agreement.

10. Obligations after termination

If the discussions regarding the envisaged transaction is terminated without the

transaction being finalized, the Receiving Party shall: (i) return all (copies of) the Information
that it possesses to the Sending Party as well as confirm to the Sending Party in writing
that it has destroyed and erased all digitally held Information; and (ii) not use the
Information in any way whatsoever.

11. Applicable law, competent court

This Agreement shall be governed by and construed in accordance with the laws of the
Netherlands. Any and all disputes arising out of or in connection with this Agreement shall
be exclusively submitted to the competent court in Amsterdam, the Netherlands.

THUS AGREED AND SIGNED:

AMBERSCRIPT B.V. ________________________________

Name: Peter-Paul de Leeuw [NAME CONTRACTOR]

Date: ________________ [date] Date: ________________________

Signature: Signature: ________________________