SERVICE CONTRACT

BETWEEN THE UNDERSIGNED

The company TRAD ONLINE, a Limited Liability Company with a capital of 20,000 Euros, having its registered office at 19 rue Val de Mayenne, 53000 Laval, France, registered with the Laval trade and companies register under SIRET number 502 435 852 00038 activity sector code 7430Z, Represented by Danile MARECHAL MARECHAL, in their capacity as Co-directors. Hereinafter "Trad Online", and Mathieu ARTICLE 5 NATURE OF SERVICES Services that could be entrusted to the Service Provider include: the translation of various types of documents from a living language into the living native language of the Service Provider, interventions as an interpreter to provide oral translations to Clients, the transcription in writing and then translation of audio documents, or the re-drafting of documents to render them as close as possible to the original, the creation of original content or the provision of summaries using source elements provided by Trad Online Clients, the proofreading of translated documents in order to validate the translation in line with Trad Online's quality standards. In any event, Service Providers shall have no contact with Clients of Trad Online as regards the provision of the Services, except in certain cases where the physical presence of a Service Provider is required with a Client of Trad Online, or in exceptional cases with Trad Online's prior consent. Trad Onlines Project Manager shall be the sole intermediary between Trad Online, its Clients and it Service Provider. ARTICLE 6 ORDERING SERVICES

AND
Mr. / Mrs. ______________________________

Hereinafter the Service Provider,

Trad Online and the Service Provider may hereinafter be referred to collectively as the "Parties" and individually as the "Party".

WHEREAS
Trad Onlines business is translation and interpreting, including for websites, commercial brochures, contracts and various technical documents. As part of the company's activities, Trad Online engages independent service providers in order to translate documents and/or content submitted to it by clients or to participate in interpreting and/or other linguistic missions.

6.1. Trad Online shall send the Service Provider orders for Services according to its requirements by fax and/or electronic mail; the official order is the PO (Purchase Order) determined by Trad Online's online project management system. 6.2. The Order shall indicate: the type of Service to be carried out, the timeframe within which the completed. ARTICLE 7

THE PARTIES HAVE AGREED AS FOLLOWS

ARTICLE 1 DEFINITIONS

Service

must

be

"Services": this term designates all the Services carried out by Service Providers for Trad Online. ARTICLE 2 CONTRACTUAL DOCUMENTS

TIMEFRAMES FOR PERFORMING THE SERVICES

7.1. Service Providers shall perform the Services in accordance with their own organization, depending on the timeframe stipulated in the Order. 7.2. In the event of total or partial non-performance of Services by Service Providers within the timeframe indicated in the Order, for any reason, Service Providers have the obligation of notifying Trad Online by the most rapid means of their choice. Trad Online reserves the right to reduce the price or simply to cancel the order for the Services concerned. Service Providers shall guarantee Trad Online against any damages that a Client may seek from Trad Online because of the total or partial non-performance of the Services within the timeframe indicated in the Order. Trad Online reserves the right to call on the services of a third party to replace the defaulting Service Provider, in addition to any damages the Service Provider will have to pay relating to the loss suffered by Trad Online because of the Service Provider's failure. Continues on the next section

The contract herein shall be governed exclusively by the following documents, in the decreasing order in which they are listed: this document, its appendix entitled Professional Charter , and/or any additional clauses. categorically excluding any other document not signed by both parties. ARTICLE 3 PURPOSE

Trad Online entrusts the Service Provider with the provision of the Services under the conditions described in this contract. The Service Provider accepts the assignment. . ARTICLE 4 INTUITU PERSONAE The contract herein is concluded by Trad Online in consideration of the specificities of the Service Provider. Consequently the agreement herein, concluded on a personal basis, may under no circumstance be transferred or transmitted by the Service Provider without Trad Online's prior written consent. Continues on the next section

TRAD ONLINE SERVICE CONTRACT

Page 6 / 6

ARTICLE 8

PRICES AND INVOICING

8.1. Service Providers shall perform their Services on the basis of the price per source word indicated in their translator's profile on the Trad Online site. As an exception, Service Providers shall agree to adapt their prices, after negotiation, according to the nature of the documents and/or the volume to be translated. In certain cases, in agreement with the Project Manager, Service Providers may invoice a Service on the basis of a flat fee. Service Providers shall have the obligation of informing Trad Online in writing of any changes in their prices. The price of the Service shall not be payable in the event of a cancellation by Trad Online in application of article 13 of the contract herein. 8.2. Service Providers shall send Trad Online an invoice for the price of the Service, being sure to indicate the following details: The precise PO (Purchase Order) number; the date of the Service; Trad Online's address; the IBAN number and BIC/Swift Code of the Service Provider's bank or, with Service Providers established outside the European Union, details of a PayPal or Moneybookers account. In any event, Trad Online does not pay invoices issued by Service Providers established outside the European Union by bank transfer. 8.3. By agreement between the parties, this remuneration shall be inclusive of all expenses incurred by the Service Provider in respect of the contract herein, and shall exclude any possibility of reimbursement or additional compensation. ARTICLE 9 PAYMENT DEADLINES

10.6. In any event, Trad Online may not be held responsible for any unexpected events, including the simple cancellation of the Service or, during its performance, last-minute changes of support, content, format or place, delays caused by Clients of Trad Online or dysfunctions of equipment and/or supports concerned by the Service that are caused by the Client of Trad Online, for any reason. However, in such cases, Trad Online may seek compensation from the Client, which will be passed on to the Service Provider in the appropriate proportion. Trad Online accepts no liability for any risks of any kind that could affect Service Providers during the performance of a service at the Client's premises or the premises where the Client has requested them to intervene. Trad Online accepts no liability under the same conditions for any risks of any kind that could affect Service Providers during any journeys they need to make as part of their assignments. Trad Online may not be held responsible for any technical or material problems affecting Clients, which could affect the work of the Service Providers. 10.7. Service Providers shall have a rapid recovery system for Services performed or underway should any technical and/or material problems arise, such as problems connected with computer hardware or Internet connection and other types of support. In order to control any changes made by the Client in the content to be translated, the Service Provider must, if so specified by the Project Manager, set up a screen-copying system, particularly in the context of certain Services such as Services in Content Management System (hereinafter "CMS") format. 10.8. In the event of a dispute and/or any other problem connected with a Service, notably as concerns a translation or revision, and/or an invoice, Service Providers shall undertake to promptly contact the Project Manager with whom they are working in view of settling this dispute and/or problem. If need be, they may contact the Trad Online directors by electronic mail at the following address: compta@tradonline.fr. In any event, Service Providers shall undertake to respond as quickly as possible to electronic mails sent by the Project Manager or the Trad Online management, and to make every effort to successfully resolve the dispute and/or problem. Service Providers shall desist from making any negative, libellous or abusive comments that could jeopardise Trad Online's image on social networks or any other website. ARTICLE 11 LIFE

Service Providers' invoices shall be settled by Trad Online within 45 days maximum of their date of receipt by Trad Online (through downloading on the site in the translators' space). Any invoices not paid by the due date shall be increased, to the exclusion of any other indemnity and without any prior notification, by interest at three times the legal interest rate in force at the date of the invoice. ARTICLE 10 RESPONSIBILITY OF THE SERVICE PROVIDER

10.1. Service Providers shall exercise their activity in total independence and shall be free to organize their business as they wish, provided that they respect the conditions of the contract herein. 10.2. Service Providers shall undertake to perform the Services with their own equipment, and shall be responsible for any damage that this may cause or undergo. In any event, Service Providers shall carry out their services by respecting the support and format of the work to be accomplished as presented by Trad Online. 10.3. In any event, Service Providers shall be solely responsible for any damage they may cause to: any person, any object, during the performance of the Services. 10.4. Whatever Service is to be performed, Service Providers shall undertake to respect the Professional Charter appended to the contract herein. 10.5. While the Service is underway, Clients of Trad Online may cancel it in whole or in part because of any failing or technical deficiency of the Service Provider. In this event, Trad Online reserves the right to revise the amount of sums due to the Service Provider downwards, excluding any damages that may be sought in respect of the loss suffered by Trad Online and/or its Client through the Service Provider's fault. If such a cancellation should take place after an assessment carried out by a Client of Trad Online, in agreement with Trad Online, providing unequivocal proof of the Service Provider's failing or technical deficiency, the latter shall be responsible for all the costs relating to this assessment. TRAD ONLINE SERVICE CONTRACT

The contract herein is concluded for a specific period of 48 months as from its entry into force, which takes place on the date of the signature of the contract herein. The contract herein shall be automatically renewed under the same conditions for successive periods of the same duration. Either party may terminate the contract with notice of three months by registered letter with acknowledgment of receipt before the contract actually ends. ARTICLE 12 FORCE MAJEURE

The Parties may not be held responsible if delivery is delayed or cancelled for reasons of force majeure. Cases of force majeure include wars, riots, strikes, bad weather, fire and any unforeseeable event outside the control of the parties. In the case of an incident linked to problems with equipment or Internet connections affecting the Service Provider, the latter will make all possible efforts to find an alternative solution in order to ensure timely delivery. ARTICLE 13 EARLY TERMINATION

Either party may end the agreement herein as of right if the other Party infringes the obligations incumbent upon it through the terms of the contract herein, fifteen (15) days after notification to remedy the situation sent by registered letter with acknowledgment of receipt has remained without response, without prejudice to the right to obtain damages in addition. Page 6 / 6

ARTICLE 14

NON-COMPETITION

Service Providers shall desist from poaching any Clients of Trad Online during the life of the contract herein for a period of fortyeight (48) months after said contract has ended for any reason. Service Providers shall undertake to promptly inform Trad Online in writing if they directly receive an order from a Client of Trad Online for whom they have carried out a service at Trad Online's request. ARTICLE 15 CONFIDENTIALITY

AS A CONCLUSION
The Service Provider certifies that he/she has read, understood and adheres fully to the various articles of this Contract Service Contract and its Appendix Professional Charter which can be consulted on line on the Trad Online Translator site, link: http://www.tradonline.fr/translator On1 ____________ at
2

________________________

In any event, during the life of the contract herein and for a period of ten (10) years after it has ended for any reason, Service Providers shall preserve as strictly confidential any documents and information of which they become aware during the life of the contract, including those relating to Clients of Trad Online and their activities, except for those whose disclosure has been authorized in writing by Trad Online. Under no circumstances may Service Providers make direct or indirect personal use of the source or translated documents entrusted to them by Trad Online. The very existence of the contract herein and all its terms must be considered as confidential. The disclosure by Service Providers of confidential information in violation of the provisions of the contract herein shall expose them to unilateral cancellation as of right without any notice, without prejudice to any damages that may result from such action. Service Providers shall undertake not to make reference to Clients of Trad Online for which they have worked on any support, including the Internet. ARTICLE 16 MISCELLANEOUS

Full name3:

Full address4 :

Signature:

16.1 Any modification to the contract herein must be made through an additional clause signed by both parties. 16.2 The invalidity of any clauses in the contract herein herein shall in no way affect the validity of the other clauses in the contract. 16.3 The fact that either of the parties does not take advantage of any clause in the agreement herein may not be interpreted as a renunciation by said party of the right to take advantage of said clause at a later date. 16.4 The contract herein cancels and supersedes any previous agreements concluded between the Parties with the same purpose. ARTICLE 17 ATTRIBUTION OF JURISDICTION

The contract herein is subject to French law. Any dispute to which the agreement herein and its appendices may give rise and which cannot be amicably resolved, including as concerns its validity, interpretation, execution or termination, shall fall within the jurisdiction of the courts of Rennes. If the contract herein is drafted in several languages, only the French version shall be considered authentic. Continues on the next section

Trad Online SARL

SIRET: 502 435 852 00020 - Code APE: 7430Z EU VAT : FR27502435852 Adrdess: Trad Online: 19 rue Val de Mayenne, 53000 Laval, FRANCE

1 2 3 4

Date of the signature Place of the signature Information on the Service Provider (LAST NAME, First name) Information on the Service Provider

TRAD ONLINE SERVICE CONTRACT

Page 6 / 6

Professional Charter

TRAD ONLINE SERVICE CONTRACT

Page 6 / 6

Positioning and aims of Trad Online

The Trad Online team wishes to maintain relations that are as confident and professional as possible with its clients and Service Providers. It thus wishes to set up a virtuous circle of continuous, across-the-board improvement of its services, aimed at improving the skills of not only its Service Provider partners but also its Project Managers, internal processes, tools, etc. One of its first actions has been to set up a Service Provider Questionnaire (assessment), which Trad Online wishes to be an annual event, to enable open exchanges on its operation and to pinpoint approaches for improvement (as well as exchanges on the specific situation of each Service Provider). Trad Online wishes to provide support, if at all possible, in terms of training, grouped purchases, etc., and any subject relevant to both Parties. It is also keen to receive feedback, including any ideas for improvement that may be identified in order to examine their relevance and feasibility, so that it can plan for their rapid implementation as the case may be. Trad Online also wishes to support any initiatives and projects it considers of interest, and in this respect is entirely open to any suggestions. In addition, Trad Online is highly active as regards all matters concerning the environment and its protection, and all actions in this direction are encouraged.

The commitments of Trad Online and its Service Providers

In a service business relationship such as translation and/or interpreting , all players (the translation agency, translators/interpreters) play an essential part in the relationship with the client and therefore in the quality and enduring nature of this relationship. Customer satisfaction is the priority for Trad Online, whose credibility is at stake with regard to the client! This satisfaction is a key aspect of Trad Online's strategy of conquering and creating loyalty in its clients. The Service Provider therefore commits to providing a service of professional quality to Trad Online. The satisfaction of its Service Providers is equally as important for Trad Online, which considers this a proof of quality. Service Providers undertake to maintain a relationship of trust and total transparency with Trad Online, fostering professionalism, availability, flexibility and mutual confidence. The confidentiality of documents is likewise a strong commitment for Trad Online, which undertakes to ensure total compliance in this respect. Service Providers shall thus observe confidentiality in every way, and under no circumstances distribute a document to third parties without Trad Online's express written consent, or make any personal use of documents entrusted to them. When the Service Provider accepts a project from Trad Online, he/she takes entire responsibility for carrying out this work of exemplary quality, within the given deadline at the price negotiated with Trad Online. Prior to accepting a project, the Service Provider shall ensure that he/she has fully understood all the parameters of the project (file formats to be delivered, glossaries to be used, the customers environment, the objectives of the document, the tools to be used, etc.). If the Service Provider has any questions while working on the project, he/she must contact the Trad Online Project Manager in charge, so as not to jeopardize the project in terms of deadlines, quality or pricing. If the Service Provider outsources the translation to a third party, which is forbidden without Trad Online's written agreement, he/she shall assume entire responsibility to Trad Online for such subcontractors, and shall guarantee quality, deadlines, prices and confidentiality in this respect. The Service Provider shall ensure (by Skype and/or email) that Trad Online has actually received the final translated document(s) so that Trad Online can deliver the documents to its client in due time. The Service Provider shall also be open to feedback regarding the quality of the translation. Trad Online shall confirm receipt of translated documents. In the event of negative feedback from the client or Trad Onlines internal quality control, the Service Provider shall undertake to be available to correct any errors in the translation work at no further costs.

Responsibility of Translator and Proofreaders during the different phases of a project

Definitions
Trad Online Service Provider CLIENT PM PO Trad Online SARL Person or entity providing a linguistic service such as translation, proofreading, DTP, TM alignment, etc. any of Trad Onlines clients Project Manager (PM) Purchase Order

Responsibilities of the Translator

etc.) Translating only into his/her mother tongue in compliance with the instructions given by the PM Delivering the translated document to the proofreader/reviewer or PM in the required format within the requested timeframe, as well as any terminology element requested (TM, unclean/clean files,

If necessary, reviewing and validating any modifications made by the proofreader and integrating these into the files for a new delivery, AND, if necessary, reviewing and validating any modifications requested by the client Delivering the final translation to the PM, if necessary taking into account any comments, quality feedback or process notification to be followed from Trad Online to be factored into future projects.

Complex projects (large volume, 2 or several translators working in the same language) Translator 1 reviews Translator 2s work & vice versa

Normal project (Translation by Translator 1, PM, Proofreading by Translator 2) Translation Translator 1 PM Proofreading by Translator 2 "Urgent" project (Translation / proofreading, translator & proofreader in direct relationship)

Responsibilities of the Proofreader/reviewer

Editing, proofreading, correcting and changing the translated texts by comparing the translated files with the source files Notifying the PM and/or first translator about any doubts, suggestions or questions Delivering the proofread/reviewed files to the PM and/or first translator for final validation

Delivery of the translation

The Service Provider must comply with the delivery date given by the PM without fail and make every effort to deliver his/her work on the date and at the time arranged. The format of the translated file must meticulously respect the source text file format, unless specifically indicated otherwise by the PM. Any modification caused by a third party software/tool (text editing software, TM software, etc.) or any manipulation by the translator/proofreader must be corrected before delivery to the PM.

TRAD ONLINE SERVICE CONTRACT

Page 6 / 6

Any problem which could lead to missing the delivery deadline must be immediately communicated to the PM, by Skype and/or email. Not informing the PM of any unexpected delay in delivery (except in cases of force majeure) is more serious than the delay itself, as in this case Trad Online will not be able to notify its client in time. If the Service Provider delivers a document so late to Trad Online that the end client considers the service to be no longer acceptable, the translation shall be subject to a partial or total reduction in price depending on the seriousness of the delay, unless the translator/proofreader can provide official proof of force majeure.

Reminder: it is the Service Providers responsibility to refuse any project for which he/she cannot guarantee delivery in due time .

Cancellation and/or interruption of a project

In the event of the cancellation or interruption of a project by Trad Online, Trad Online shall pay the translator for the work already done up to the time of cancellation on the basis of the translated work accomplished.

Outsourcing by the Service Provider

Any outsourcing of work, whatever its nature, is strictly forbidden without the written approval of Trad Online. All subcontractors must comply with this document, sign it and return it to the Service Provider. The outsourcing of all or part of a project by the Service Provider implies that the latter, and all of his/her providers, must comply with all the provisions of this document (confidentiality, quality, deadlines, project follow-up, invoicing, etc.). The Service Provider shall assume all risks if his/her outsourcers fail to meet these commitments.

Inadequate services
A translation is considered inadequate if:

The client decides that the translation is not satisfactory and provides written proof of its inadequacy (including mistakes in spelling or grammar and terminology that does not respect any glossary or instructions provided beforehand; but here, "inadequacy" does not include the issue of style). A proofreader/reviewer (and in the event of a dispute, a second proofreader/reviewer) or the PM reaches the same conclusion, on their own or following a clients complaint. Consensus between two professional and competent proofreaders assessing the quality of a translation is sufficient to confirm the relevance of a cl ients complaint. Service Providers have the right to respond to such complaints and may explain their point of view, giving concrete examples of their good faith regarding the quality of their work.

Financial penalties
Financial penalties shall be applied if instructions imposed on the Service Provider are not respected. According to the seriousness of the infringements observed and/or their recurrence (non-respect of deadlines, mediocre quality, etc.), Trad Online reserves the right to reduce or cancel payment to the Service Provider concerned.

Quality Assurance guide

This guide complies with the standard NF EN no.15038 and the rules of good translating practices, and is based on Trad Online's experience

Self-management skills and behavior

The PM is the sole contact with the Service Provider, and his/her mission is to make every effort to help the latter accomplish the project in the best possible conditions. The PM must be alerted immediately in the following situations:

Any risks jeopardizing the quality, price or timeframe of the translation Any doubts about a term, a meaning, a choice between two words, etc. The Service Provider's impression that his/her competences are unequal to the topic Etc.

Technical aspects - Translation

Service Providers should:

I - Before accepting a project proposed by TRAD ONLINE

Ensure that they understand the full details of the source text Ensure that they can respect the required deadline Ensure that the price proposed by Trad Online is appropriate Ensure that they have understood the instructions provided and are able to follow them

Note: translators should examine documents to be translated, and check their content in detail

Note: any doubts should be resolved before accepting the project

II - While the project is under way

Scrupulously follow the PM's instructions and if in any doubt, contact the PM. Inform the PM from the very first paragraphs if in any doubt or difficulty concerning: o The quality of the Source text (spelling, inconsistency, lack of meaning, incomprehension, etc.) o The lack of references to enable a quality translation (previous documents glossaries, reference websites, etc.) o Non-mastery of the context and/or specialty Ensure that the quality of the translation provided respects all the following points: o Comprehension and accuracy: the target text must express the same message as the source text and no essential information must be omitted or misinterpreted (unless it is explicitly indicated that a freely-adapted interpretation is desired). o The strict application of the rules of grammar and syntax of the translation language. o Respect of any glossaries provided and consistency in the terminology applied throughout the text (whenever specified, using a terminology management tool, preferably Trados). In the absence of any glossary, respect of the terminology currently used for the subject (using Google or other search engines for information on the sector/company, etc.). o Respect of the instructions in terms of style, if provided, or a style appropriate to the type of target readership/intended use of the document by the client. o Verification of the overall consistency if the text contains internal references, captions, footnotes, page number references, contents, etc.; the PM should be asked if there is any doubt whether or not such elements are to be translated. o Adaptation to local features: if the text contains elements including (but not limited to) units, currency, times, dates, telephone numbers or addresses, local practices/constraints/requirements must be applied (to be checked with the PMP). o With acronyms, the use of standard translations if these exist. Contact the PM if in any doubt. o Maintenance and verification of any html links and all HTML and XML tags or PHP, ASP program codes, etc. o If a TM is provided, the revision of 100% matches identified to ensure their accuracy and the absence of spelling or grammar mistakes. All questions addressed to the PM must be summarized in an Excel file and sent to the PM to ensure traceability, consistency and the transfer of information between Trad Online (translators) and the client.

III At the review phase5

The reviewer is responsible for proofreading the document, and must attach great importance to:

The terminology (respect of the glossary, instructions, etc.) Consistency (terminology, style and page layout/numbering, instructions, etc.) Language (omitted phrases, respect of the meaning, grammar, spelling, respect of the style and punctuation, flow of the language, etc.) The integrity of the document (formatting [language coding, font, page layout], tags [html, xml, Trados files, etc.])

As the reviewer checks the final quality of the document , his/her role is essential!!

Proofreading means "re-reading" the translated document with regard to the Source document while making the appropriate modifications (Definition of reviewing and proof-reading: according to European standard NF EN 15038:2006 (concerning requirements relating to translation service providers): this includes the comparison of the Source text with the Target text, while reviewing focuses on checking the Target text (because all problems relating to the actual translation are deemed to have been resolved)
5

TRAD ONLINE SERVICE CONTRACT

Page 6 / 6