INDEPENDENT CONTRACTOR AGREEMENT

Contractor Name: __________________________________________________________

Full Address: __________________________________________________________

__________________________________________________________

Phone: __________________________________________________________

Tax ID Number: ____________________ issued in (country): _____________________

I. Independent Contractor Status

Contractor, including without limitation, Contractor’s agents, employees, subsidiaries, divisions, affiliates and related
entities and companies (hereinafter “Contractor”), expressly acknowledges and agrees that any and all services rendered
by Contractor for, to, or on behalf of [INSERT CUSTOMER COMPANY NAME]. or any of its subsidiaries, affiliates,
divisions, and related entities and companies (the “Company”) are done so as an independent contractor. Contractor
further expressly acknowledges and agrees that Contractor is NOT an employee of the Company and hereby represents
and warrants that:

1) Contractor will not be entitled to any of the benefits which the Company may make available to its employees,
including, but not limited to, paid leaves, social insurance and other government contributions, 13th month pay, salary
loans, food and clothing subsidies, performance bonuses and incentives, etc. Contractor further agrees that Contractor
will not under any circumstances claim or seek any entitlement to any of the benefits which the Company has made
available to its employees.

2) Contractor is not authorized to make any representation, contract or commitment on behalf of the Company.

3) Contractor shall exclusively provide the equipment, supplies, and all other materials necessary for Contractor’s
performance of the services hereunder. (Such equipment, supplies, etc. include, but are not limited to, books and
reference materials, dictionaries, cellular phone, personal computer, and special software packages, or other equipment
used in performing the services.)

4) Contractor is responsible for all the products and services provided by Contractor, or any employee working for the
Contractor.

5) The Company will NOT withhold any taxes from Contractor fees regardless of whether or not the Contractor is an
individual or a company.

6) Contractor is solely responsible for the payment of his/her all applicable taxes, income or otherwise, incurred or due
as a result of the receipt of gross fees under this Agreement, and Contractor will file, on a timely basis, all tax returns
required to be filed by any national, state, local or other tax authority with respect to the receipt of gross fees under this
Agreement.

7) Contractor has any and all applicable national, state, local or other necessary personal or business license(s) and
permit(s) and insurance to perform the services required pursuant to this Agreement.

8) Contractor is NOT covered under any of the Company’s insurance policies (including but not limited to: Disability,
Workers’ Compensation, Unemployment, etc.)
9) The Company may terminate the use of Contractor’s service at any time without cause and without further obligation,
except for payment due for services prior to the date of termination.

10) By providing services to the Company, Contractor is not violating any agreement between Contractor and another
third party.

12) Contractor may NOT perform services for any translation/interpreting company or others if he/she will be using
Company-supplied equipment, hardware or software.

13) The Company will not regularly observe or supervise Contractor while services are performed pursuant to the
Agreement and the Company will not regularly provide directives regarding the specifics of the services being performed
by Contractor.

14) The Company will not set definite and regular hours for Contractor’s performance of services hereunder. Contractor,
however, must be available to perform services hereunder at times required by the client for whom such services are
being provided.

15) If performing translation services, Contractor generally shall NOT do so on the premises of the Company or at a
location established by the Company. The client for which such services are being performed may designate, in its
discretion, a location where Contractor shall perform such translation services.

16) Contractor retains the right to accept or reject any assignment.

17) Contractor will not be reimbursed for usual and ordinary expenses which are incurred in connection with the
performance of services pursuant to this Agreement.

By signing this Agreement, Contractor expressly acknowledges and agrees that Contractor has read the terms and
conditions of Contractor’s independent contractor relationship with the Company, as set forth in this section, prior to
signing this Agreement; Contractor understands such terms and conditions and what is expected of Contractor; and
Contractor agrees to comply with the terms and conditions of Contractor’s independent contractor relationship with the
Company.

Contractor must immediately notify the Company in writing if Contractor is unable to comply with the terms and
conditions of Contractor’s independent contractor relationship with the Company, as set forth above in this section. Such
notification must include a written statement from Contractor regarding the circumstances surrounding Contractor’s
inability and/or failure to comply with one or more of the terms and conditions of Contractor’s independent contractor
relationship with the Company.

Verbal communication from Contractor to the Company or any of its employees is insufficient to satisfy Contractor’s
obligations pursuant hereto. If Contractor is unable to comply with the terms and conditions of Contractor’s independent
contractor relationship with the Company, the Company reserves the right to immediately suspend or terminate this
Agreement and any open assignment being performed by Contractor.

II. Services
1) Company desired that Contractor perform, and Contractor agrees to perform, translation and/or interpretation services
from time to time on a project basis as requested by the Company.

2) Contractor represents and warrants that Contractor is not presently debarred, suspended, proposed for disbarment,
declared ineligible, or voluntarily excluded from covered transactions by any national or local agency with any country.
In addition, Contractor certifies that any person or entity performing work with or for Contractor, as agreed upon in
writing with the Company, is not presently debarred, suspended, proposed for disbarment, declared ineligible, or
voluntarily excluded from covered transactions by any national or local agency with any country.
3) Contractor agrees to provide services in accordance to the Company’s specifications, to complete all assignments
previously accepted by Contractor and to have work reviewed by the Company and/or an independent third party. If it is
determined that Contractor has returned sub-standard or incomplete work, the Company has the right to withhold and/or
reduce payment.

4) Contractor understands that during an assignment Contractor must adhere to deadlines and project requirements as
delineated by the Company and provide summaries of services upon request.

III. Confidentiality and Contract Requirements

The Contractor also agrees to meet the following requirements:

1) Contractor understands that Contractor will, in the course of providing services to the Company, be exposed to and
have access to sensitive and confidential matters, and that Contractor is required to maintain strict confidentiality over all
products, designs and matters which come to Contractor’s attention through the Company directly or indirectly.
Contractor agrees that Contractor shall not, during or at any time following the execution of this Agreement, use or
disclose in any manner any Company confidential information or the information of a Company client.

2) Contractor agrees that all Company and client information is the sole property of the Company and shall not be
disclosed without the express written consent of the Company.

3) Except in connection with the performance of Contractor’s services herein, Contractor shall not, during the term of
this Agreement, and for a period of 3 years following the termination of this Agreement, contact directly or indirectly,
accept business or orders from, or otherwise deal with the Company’s customers; nor shall Contractor assist others to do
so.

4) Contractor agrees not to interfere with the business relationships between the Company and any of its customers,
either directly or indirectly, at any time.

5) Contractor shall not, during the term of this Agreement, and for a period of 3 years following the termination of this
Agreement, induce, attempt to influence, or recruit any employee of the Company, either directly or indirectly, in order
that the employee terminate his/her employment with the Company and/or to work for Contractor or any other entity or
individual.

6) All materials subject to copyright protection, including any inventions, technologies, reports, memoranda, studies,
writings, exhibits or other materials prepared by Contractor in the performance of services for the Company, have been
specially commissioned by the Company and are hereby deemed “work for hire” as such term is defined under the law of
the Republic of the Philippines. Any such materials that do not qualify as “work for hire” under applicable law, and to
the extent they include materials subject to copyright, patent, trade secret, or other proprietary rights protection,
Contractor hereby assigns to the Company all rights, title, and interest in and to all such materials. To the extent
Contractor has any rights in the same; Contractor hereby waives all enforcement of such rights.

7) Contractor agrees to immediately notify the Company in of any and all matters that could be construed as conflicts of
interest.

8) Contractor shall not disclose the amount of any compensation received from the Company with any person other than
the Company’s management, except as required by law. Any discussion of compensation received from the Company
with current or former clients, current or former linguists working with the Company, or anyone else is strictly
prohibited.

9) Contractors shall not discuss rates or project budgets with Clients at any time.

10) The Company shall be copied in any and all emails and/or correspondence involving any of the Clients.
IV. Commercial terms
The Contractor and the Company will have to agree on a per-unit rate before embarking on a project. Without any
written (e.g. by email) evidence of such a per-unit rate, the Contractor agrees to use the default rate, which is PhP 0.50
(Fifty Philippine Cents) per one weighted word (WW).

The Contractor must NOT begin any job without a Purchase Order from an authorized Project Manager or Coordinator
of the Company. By the 23rd day of each month, the contractor must issue a consolidated invoice to the company
covering all the jobs he/she has completed and successfully deliver to the Company from the past 30 calendar days. The
Contractor is given seven (7) days' grace period to issue such an invoice, beyond which (or upon the 1st day of the next
calendar month, which ever happens first), the said invoice will no longer be accepted for the current month and will be
considered as having been issued in the succeeding month.

The Company's payment terms are Net 15 (calendar days) from the last day of the month of the accepted date of the
Contractor's invoice.

The contractor should notify at least 15 calendar days in advance of the payment due date the Company should he/she
prefer that the Company holds its payment until it reaches a certain amount. The Contractor and the Client will agree on
a payment method to be documented by email or other written means.

The Company uses a CAT Matrix in line with how it is paid by its own clients. The standardized CAT rates are as
follows:

• 100% of per-word rate for no match -74% matches

• 60% of per-word rate for 75-94% matches,
• 30% of per-word rate for 95-99% matches,
• 0% of per-word rate for repetitions and 100% matches

The CAT rates will apply only to translation, not editing. Reviewing and verifying pre-translated material, repetitions,
and 100% matches will be the sole responsibility of the editor who will review the document in full and be paid
accordingly.

Upon accepting any project from the Company, the Contractor agrees not to subcontract any part of the project and will
personally perform the work. Due dates as specified in the Company;s purchase orders are not flexible. If the Contractor
is unable to meet any deadline, please notify the project manager immediately so the Company can make other
arrangements right away. Late delivery may result in adjustment of payment or nonpayment.

All work is confidential and should not be discussed or shared with anyone outside of the Company without written
approval from its senior management.

The Contractor is responsible for providing a complete and accurate translation, free of spelling errors, omissions, and
grammatically and idiomatically poor language. The Contractor is responsible for reproducing all numbers unless
otherwise agreed. The Company reserves the right to reject unacceptable work and/or request improvements prior to
payment. An incomplete or inaccurate translation may result in adjustment of payment or, in extreme cases, non-
payment.

V. Miscellaneous
Contractor understands that this Agreement, and the rights and obligations relating hereto, applies to the Company and
all its subsidiaries, affiliates, divisions, and related entities and companies.

Contractor understands that all assessment and certification materials are the sole property of the Company and shall not
be distributed, disseminated or imparted to any third party (in any physical, electronic or verbal form) without the
express written permission of the Company. Contractor agrees not to discuss Contractor’s participation in the assessment
and certification process with any third party (in any written or verbal form), regardless of the results. Contractor
understands that samples completed for the Company’s assessment are NOT subject to payment, and that the completion
of any and all translation, proofreading and/or quality management assessment is voluntary. Contractor understands that
the Company does not use Contractor test samples or any other application materials for profit, or for any purposes other
than for the assessment and confirmation of Contractor’s qualifications. Contractor understands that Contractor
assessments are subject to review by the Company’s internal and/or external linguists to whom this responsibility is
assigned, and that the assessment reports issued are final, binding, and not subject to challenge.

Contractor expressly warrants and agrees that Contractor will, at the conclusion of an assignment, or in the event that
Contractor is not retained to perform or to continue to perform an assignment, delete and/or destroy all source files,
documents, software, and any other materials provided by the Company to Contractor at any time in connection with
such assignment.

Contractor authorizes the Company to maintain and store, consistent with applicable law and for legitimate business
purposes, data regarding Contractor.

The Company reserves the right, in its sole discretion, to conduct audits of Contractor’s facilities, business practices, and
any other matters reasonably relating to the performance of Contractor’s services hereunder. Contractor acknowledges
that the Company’s right to conduct such audits is a condition of Contractor’s engagement hereunder, and Contractor
agrees to cooperate fully in such audits. Although the Company, where practicable, will endeavor to provide advance
notice to Contractor of its intent to conduct an audit, the parties agree that the Company may conduct an unannounced
audit.

Checks issued by Company for payment of all services and/or goods under this contract shall be presented by Contractor
for payment within, but not exceeding, one hundred twenty (120) days after the date of issuance of the check or the
obligation will be deemed discharged. Failure to present check within the 120-day stipulated period after issuance of the
check will discharge Company’s underlying obligation to make payment.

Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality,
validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

This Agreement constitutes the entire agreement and understanding between the parties relating to this subject matter and
supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement may
only be changed by mutual agreement of authorized representatives of the parties in a signed writing.

This Agreement is governed and construed by the laws of ____________________, Republic of the Philippines, without
regard to conflict of law principles. This Agreement will be in full effect from the date it is signed and will remain in
effect for 18 months after Contractor’s last performed service for the Company, unless terminated earlier by either party
with or without notice.

In the event of a dispute, both parties agree to submit it to binding arbitration in ____________________, Philippines.
Legal costs shall be paid as determined by the arbitrator.

The above is understood and hereto agreed.

_______________________________________ __________________________________
Signed Date
_______________________________________ __________________________________
[Customer Name] Date