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AOL Time Warner / AOL Latin America - Localization Services, Licensing And Content Programming Agreement
Exhibit 10.1
CONFIDENTIAL
LOCALIZATION SERVICES, LICENSING AND CONTENT PROGRAMMING AGREEMENT
THIS LOCALIZATION SERVICES, LICENSING AND CONTENT PROGRAMMING AGREEMENT (the " Agreement") is made and entered into as of September 2, 2004 (the "Effective Date"), by and between America Online, Inc., a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166 (hereinafter referred to as " AOL"), and America Online Latin America, Inc., a Delaware corporation, with its principal offices at 6600 N. Andrews Avenue, Suite 400, Ft. Lauderdale, Florida 33309 (hereinafter referred to as " AOLA") (each a " Party" and collectively the " Parties"). All capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Exhibit A attached hereto.
WHEREAS, the Parties have previously entered into the AOL License Agreement dated as of August 7, 2000 (the " License Agreement"), pursuant to which AOL licenses to AOLA certain Licensed Products (as defined in the License Agreement) upon the terms and conditions set forth in the License Agreement; and
WHEREAS, AOL acknowledges and agrees that the Content programming services provided by AOLA in the third and fourth quarters of 2003 are satisfactory, and the Parties have agreed that AOLA shall continue to provide localization, translation and content programming services for the AOL Latino service, as more specifically set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, AOL and AOLA hereby agree as follows:
1. Localization Engineering and Services . As more specifically set forth below, AOL shall offer to AOLA the opportunity to participate in certain Product Programs. If AOLA elects to participate in such Product Programs, as consideration for AOL providing Localization Engineering, AOLA shall provide Localization Services, as defined in Section 1(b) below) to AOL in connection with such Product Programs. If AOLA elects not to participate in such Product Programs, AOL may elect to engage AOLA for Localization Services.
a. AOLA Products: Localization Engineering . AOL shall provide AOLA with prompt notice (the " IRB Notice") of any decision by AOL's senior executive investment/project review board (i.e., the Internal Review Board or equivalent organization) to approve a Product Program, and whether such Product Program is approved to be offered internationally (an " IRB Decision"). In the event that such Product Program is approved to be offered internationally pursuant to the License Agreement, within three (3) business days after AOLA's receipt of such IRB Notice, AOLA shall notify AOL in writing of its decision whether to participate in such Product Program for the development of associated AOLA Products (the " Decision"). All Products provided by AOL hereunder shall be considered "Licensed Products" as defined by the License Agreement and the Parties shall have such rights and obligations for such Products as set forth in the License Agreement for Licensed Products.
i. Opt-In Decision . If AOLA selects an offered Product Program as an AOLA Product, the Parties shall mutually agree upon a timetable under which AOL shall provide AOLA with the final executable code for such AOLA Product(s). Prior to delivery to AOLA of such final executable code, AOL shall perform Localization Engineering on such AOLA Product(s) at no additional cost to AOLA. The specific Product requirements for each Product Program shall be described in a PRD. AOLA shall be responsible for all In-Country Quality Assurance and local country beta testing functions for all AOLA Products.
ii. Opt-Out Decision . If AOLA elects not to participate in such Product Program for the development of associated AOLA Products, AOL may elect to engage AOLA to provide the Localization for the corresponding Latino Products at the price of AOLA's hourly cost of resources, based on time and materials, plus a ten percent (10%) management fee, at a total cost no less favorable than AOLA charges any third party (such costs and fees, the " Localization Costs") to perform such Localization Services. AOLA shall deliver a proposal to AOL for performing the Localization Services, including all Localization Costs, timetables, and specific deliverables for such Localization Services, within two (2) weeks after the Decision. If AOL agrees to engage AOLA for such Localization Services, the Parties shall execute a Statement of Work based on AOLA's proposal, which shall be considered a Schedule to this Agreement setting forth the agreed upon Localization Costs, timetables, specific deliverables and acceptance criteria. Any Deliverables (as defined in Section 3(a) below) provided under any such Statement of Work shall be considered Work as defined under this Agreement and its Schedules going forward.
iii. Product Programs Not Available for International . If any Product Program is not approved to be offered internationally pursuant to the License Agreement, AOL may elect to engage AOLA to provide the Localization for the corresponding Latino Products at the price of the Localization Costs (as defined in Section 1(a)(ii) above) to perform such Localization Services. AOLA shall deliver a proposal to AOL for performing the Localization Services, including all Localization Costs, timetables, and specific deliverables for such Localization Services, within two (2) weeks after the IRB Decision. If AOL agrees to engage AOLA for such Localization Services, the Parties shall execute a Statement of Work based on AOLA's proposal, which shall be considered a Schedule to this Agreement setting forth the agreed upon Localization Costs, timetables, specific deliverables and acceptance criteria. Any Deliverables (as defined in Section 3(a) below) provided under any such Statement of Work shall be considered Work as defined under this Agreement and its Schedules going forward.
b. AOLA Products: Localization Services . Subject to AOLA's Decision as set forth in Section 1(a) above, AOLA shall provide the following services (the " Localization Services"):
i. AOLA shall Localize all Latino Products using (a) AOL's then-standard Tools, such as JV Web and CVS, to change forms, translate areas, commit changes and install forms and (b) HTML, Flash and any other required media development (such as Companion and Installer) pursuant to AOL Studio's requirements, if any. AOLA shall (i) perform all required translations reasonably in accordance with localization and translation guidelines, attached hereto as Exhibit A-2 (the " Localization Guidelines"), including integration of the translations into the appropriate forms and online areas and modification of forms to fit terms and language and (ii) create the forms and artwork necessary for the Localization work and then publish those forms and assets appropriately. AOL will work together with AOLA in good faith to define a list and glossary of all Spanish Key Terms for use in AOLA's translation efforts, however in the event of a dispute, AOL will have sole discretion over the Key Terms for the AOL Latino Service.
ii. AOLA shall provide In Country Quality Assurance for the Latino Products in accordance with the timetable(s) in the applicable PRD(s).
iii. The Parties shall enter into a Statement of Work for each of the Latino Products for which AOLA shall provide Localization Services, which shall be considered a Schedule to this Agreement setting forth the agreed upon Localization Costs (as defined in Section 1(a)(ii) above), timetables, specific deliverables and acceptance criteria. Any Deliverables (as defined in Section 3(a) below) provided under any such Statement of Work shall be considered Work as defined under this Agreement and its Schedules going forward.
2. Content License . Each Party shall license Spanish-language Content to the other Party as more specifically set forth on Exhibit C attached hereto.
3. Additional Services and Requirements .
a. Services . AOLA agrees to provide to AOL such services, including Localization services, as the Parties may mutually agree (collectively, the " Services"), as they are described in any Statement of Work attached hereto as a Schedule, including but not limited to providing to AOL the deliverables and documentation specified therein (collectively, " Deliverables"). All Services shall be provided in accordance with the provisions of this Agreement and any Schedule hereto. Any Deliverables provided under any such Statement of Work shall be considered Work as defined under this Agreement and its Schedules going forward.
b. Performance of Services . Except as otherwise agreed to by the Parties in writing, in this Agreement or any Schedule hereto, AOLA shall furnish all equipment and materials used to perform the Services, including but not limited to telephone lines, personal computers and modems; provided that AOL shall reimburse AOLA up to fifteen thousand dollars ($15,000) for the purchase of specialized hardware and software (including applicable Tools (defined in Section 5(e) below)) required by AOL for performance of the Services, such request for reimbursement to be submitted by AOLA pursuant to Section 6(b) below.
c. Compliance with Applicable Law and Rules. AOLA shall comply with all applicable local, state and federal laws and AOL's then-current Terms of Service and Privacy Policy in performing the Services. AOLA shall observe the working hours, working rules and polices of AOL while working on AOL's premises.
d. AOL Deliverables . To the extent AOL has the right to do so, AOL agrees to provide to AOLA those AOL and third party services and materials not already provided to AOLA pursuant to the License Agreement that are necessary to enable AOLA to perform the Services, including but not limited to those services, materials, content licenses (and access) and Tools (as hereinafter defined) as specified on any Schedule hereto.
4. AOLA Personnel
a. Independent Contractor; No Agency . AOLA is and shall remain an independent contractor of AOL. AOLA is not and shall not be deemed for any purpose to be an employee of AOL. AOL shall not be responsible to AOLA or any governing body for any payroll-related taxes related to the performance of the Services, including but not limited to, withholding or other taxes related to federal or state income tax, social security benefits or unemployment compensation. AOLA further represents and warrants that AOLA qualifies as an independent contractor under the provisions of the Internal Revenue Code and its common law rules and, as such, AOLA is filing all required forms and necessary payments appropriate to AOLA's tax status. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability on behalf of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an employment relationship, an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
b. AOLA's Employees and Assistants . AOLA shall provide all Services through employees of AOLA or its subsidiaries unless AOL agrees in writing (which may include email) in advance that certain Services may be provided through subcontractors, independent contractors, consultants, volunteer assistants or other persons or entities (collectively, " Assistants"), which agreement shall not be unreasonably withheld or delayed. AOL has no relationship with or to such Assistants and such Assistants are not employees, agents, consultants, representatives, assistants, subcontractors or independent contractors of AOL. AOLA shall be fully and solely responsible for the supervision and payment of such Assistants and for all work performed by such Assistants.
5. Product and Project Management
a. AOLA Project Managers . AOLA shall appoint a qualified member of its staff to act as project manager in connection with AOLA's provision of the Localization Services and for AOLA Products and another in connection with the content programming services (the " AOLA Project Managers"), each of whom duties shall act as a liaison between AOL and AOLA and to provide overall oversight and management of the applicable Services. With respect to Localization Services, AOLA shall have primary responsibility for managing daily communication, deliverables and resources for subprojects and subproducts within each Product (e.g., AIM, Love@AOL, Mail, Groups, Radio@AOL, AOL Communicator, AOL Companion, etc.), and for managing the relationship with the Localization teams in Dublin, Ireland, providing project management, translation, quality assurance, design and technology development services.
b. AOL Project Manager . AOL shall designate a project manager for the Localization Services (the " AOL Project Manager"), who shall act as a liaison between AOL and AOLA in connection with the Localization Services.
c. Latino Products: Product and Project Management . AOL shall have sole responsibility for creating the PRDs for the Latino Products; provided that AOL shall consult with AOLA during the requirements definition process to ensure that both Parties are working toward minimizing the differences between requirements for Latino Products and requirements for AOLA Products and the related costs of adapting Latino Products for AOLA. For all Latino Products, the AOL Latino staff shall remain the main point of contact for product management and product marketing teams in Dulles. AOL shall continue to have overall project management responsibility for the Latino Products, including maintaining ownership of and directing all development initiatives in connection therewith.
d. Management Review . The Parties shall have a quarterly discussion among senior management to address the progress of the relationship and any outstanding issues. Pursuant to Section 9.7 below, the Parties shall use good faith efforts to resolve any outstanding issues through this forum prior to further escalation, mediation, arbitration or other legal action.
e. Software Tools . The Parties shall mutually agree, which, if any, of AOL's proprietary software tools, including without limitation Rainman, Catalyst, Robohelp and Shark Lite and any other necessary tools (e.g., Telescope) for localizing technology and/or for producing and maintaining the content, clients and products for the AOL Latino Service (each a " Tool"), shall be made available to AOLA in order for AOLA to perform its duties hereunder pursuant to the terms and conditions of the License Agreement; provided, however, that AOLA must have appropriately trained personnel if required by the third party licensor for use of any such Tool and further provided that AOL has the rights to provide to AOLA for each such Tool. Notwithstanding the foregoing, AOL will provide AOLA with those Tools for which AOL has the applicable rights, and any applicable training (and necessary travel), for AOLA's use in performing its duties hereunder and the term of the license for such Tools shall be the term of the applicable Schedule or the development requirements under the applicable PRD(s). AOL shall provide such Tools to AOLA as soon as reasonably practicable and AOLA shall have no obligation to provide Services for which such Tools are required until AOL has delivered such Tools and provided necessary training.
6. Fees and Expenses; Taxes.
a. Services Fees . In consideration of the Services performed hereunder, AOL shall pay AOLA the fees set forth in any applicable Schedule (the " Services Fees"). Such fees shall be payable according to the timeline and milestones set forth in such Schedule(s). Except as set forth in Section 7(b) below, the Services Fees and AOL's provision of Localization Engineering shall be AOLA's complete compensation for providing the Services.
b. Expenses . AOLA shall not be entitled to reimbursement of expenses except as specifically set forth on any applicable Schedule or as set forth in this Section 6(b). AOL shall reimburse AOLA for expenses relating to travel (including transportation, hotel and meals) by AOLA employees, such travel to be requested and approved in advance by AOL. All such travel shall be limited to ten (10) days in the aggregate per person per calendar quarter, unless otherwise agreed in writing by AOLA. AOLA will submit any expenses to be invoiced, together with the applicable documentation, to the AOL Project Manager for approval prior to actual invoicing. AOLA shall invoice AOL on a monthly basis for expenses incurred as approved. Such expenses shall be limited to reasonable out-of-pocket expenses necessarily and actually incurred by AOLA in the performance of its services hereunder, provided that (i) the expenses have been detailed on a form acceptable to AOL and submitted to the appropriate AOL Project Manager for review and approval; and (ii) if requested by AOL, AOLA submits supporting documentation in addition to the approved expense form. Any travel expenses shall comply with AOL's travel policy, a copy of which has been provided to AOLA, and AOL may, at AOL's sole discretion, require AOLA to make travel arrangements through an AOL-approved travel agency.
c. Taxes. AOLA shall be responsible for determining the applicability of any sales, use, excise, or similar transactional taxes that may be applicable to the performance of the Services, if any. AOLA shall clearly and separately state any applicable taxes on AOLA's invoice to AOL for corresponding Services. AOL shall pay applicable taxes, if any, on the invoice or, in lieu of the payment of any such taxes, AOL may provide AOLA with a certificate acceptable to the taxing authorities exempting AOL from payment of these taxes. AOL shall not be liable for taxes based on AOLA's net income, items of tax preference, net worth, capital stock, franchise, property or conduct of business, or similarly-based taxes. AOLA shall pay all taxes collected from AOL to the appropriate taxing authority. AOLA, and not AOL, shall be obligated to pay any applicable taxes not so invoiced to AOL for corresponding Services, including without limitation, any and all interest, penalties and attorneys' fees. AOL will not be responsible to AOLA or any governing body for any payroll-related taxes including but not limited to, withholding or other taxes related to federal or state income tax, social security benefits, or unemployment compensation. AOLA shall bear any and all costs, and shall indemnify AOL pursuant to section (iv) of Exhibit B, including, without limitation, penalties, interest and attorneys' fees. AOL shall be entitled to contest, pursuant to applicable law and at its own expense, any taxes it is ultimately obligated to pay, and AOLA shall reasonably cooperate with any such contest.
7. Acceptance of Services; Change Requests .
a. Acceptance of Services . All Services, Deliverables and Work delivered by AOLA pursuant to the Agreement and any Schedule shall be subject to acceptance by AOL as set forth in such Schedule, which acceptance shall not be unreasonably withheld or delayed. Except for bug fixes and normal maintenance modifications, once a Deliverable has been accepted by AOL pursuant to the provisions of an applicable Schedule, additional features and modifications to such Deliverable requested by AOL shall be subject to the provisions of Section 7(b) below.
b. Change Requests . AOL may from time to time request modifications to the specifications for the Deliverables (defined in Section 3(a) above), alternative deliverables or additional deliverables by providing notice to AOLA and indicating the nature of the change request. AOLA agrees to cooperate with AOL to make reasonable changes to such specifications or provide alternative or additional deliverables, provided, however, that if (i) any such changes or alternative or additional deliverables require AOLA to invest additional resources (including personnel resources) or costs beyond what is contemplated by the then-current specifications, or will result in additional costs to AOLA, (ii) AOLA has opted out of a Product Program, and (iii) AOLA has obtained prior written approval from AOL (which may include email), then AOL will pay AOLA for its services in effecting such change request. If any AOL change request will impact a milestone or delivery schedule previously agreed upon by the parties, AOLA shall notify AOL and the parties shall make reasonable and appropriate adjustments to such milestone or delivery schedules.
c. Dependencies . In the event that AOLA's performance of any Services contemplated hereunder is delayed by the failure of AOL to perform any duty or obligation set forth under this Agreement or to meet any milestone upon which AOLA is dependent or which is a prerequisite to AOLA performing any Services (an " AOL Delay"), then AOLA must notify AOL as soon as possible and may adjust any applicable delivery date to reasonably take into account the time of such AOL Delay.
8. Term and Termination
a. Term . Unless earlier terminated as set forth in this Agreement, the term of this Agreement (the " Term") shall commence on the Effective Date and shall continue in full force and effect through and including June 1, 2006; provided that AOL shall be obligated to provide Localization Engineering, and AOLA shall be obligated to provide Localization Services, only until December 31, 2005; and further provided that for any Localization Engineering in process by AOL for an AOLA Product, or for any Localization Services in process by AOLA for a Latino Product, scheduled (as of December 31, 2005 or any earlier date of termination of this Agreement) by senior executive investment/project review board (i.e., the Internal Review Board or equivalent organization) to have been released as a "Gold Master" version prior to the termination of this Agreement, the applicable Party shall perform all necessary Localization Engineering or Localization Services until such AOLA Product or Latino Product is released by AOL or AOLA as a "Gold Master" version.
b. Termination For Breach. Either Party may terminate this Agreement at any time in the event of a material breach by the other Party which remains uncured after thirty (30) days' written notice thereof (or such shorter period as may be agreed to by the Parties in any applicable Schedule). Notwithstanding the foregoing, the obligations of the Parties to provide Localization Engineering and/or Localization Services, as applicable, shall survive to their natural conclusion (i.e. until the applicable Product is released to the public) a termination under this Section 8(b) for any reason other than a breach of such Localization Engineering and/or Localization Services.
c. Termination for Bankruptcy/Insolvency . Either Party may terminate this Agreement immediately following written notice to the other Party if the other Party (i) ceases to do business in the normal course, (ii) becomes or is declared insolvent or bankrupt, (iii) is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) calendar days or (iv) makes an assignment for the benefit of creditors.
d. Other Termination . AOL shall have a right to terminate this Agreement upon thirty (30) days' prior written notice to AOLA in the event that (i) AOL is no longer a shareholder of AOLA pursuant to the Stockholder Agreement, (ii) neither Time Warner Inc. nor AOL is a holder of any of AOLA's debt or similar instrument; (iii) AOL elects, in its sole discretion, to cease producing or offering the AOL Latino Service; or (iv) AOL, AOLA or both Parties sell, transfer, or otherwise dispose of the majority of rights to own, operate or manage the AOLae branded PC access service in Mexico. The Parties further acknowledge that a change in ownership or control of one or more of the services currently owned, operated or managed by AOLA may change access by such service(s) to Products, Tools and/or Content provided to AOLA under this Agreement.
e. Effect of Termination .
i. Payment Upon Termination. If either Party terminates the Agreement, AOL agrees to pay AOLA for any reimbursable expenses, if any (pursuant to the applicable Statement of Work), incurred by AOLA hereunder with AOL's approval up to the effective date of termination. Unless otherwise stated in an applicable Schedule, in the event AOL terminates this Agreement or any Schedule under Section 8(d)(i) above, prior to completion of all Deliverables, (x) AOLA shall be compensated a pro-rata share of the Services Fees due to AOLA under this Agreement and any applicable Schedule(s), and (y) if applicable, AOL shall pay AOLA for all milestones (as set forth in any applicable Schedule) completed and accepted by AOL and a pro-rata share of the milestone AOLA is working to complete at the time the Agreement is terminated. Undisputed amounts owed to AOLA and invoiced to AOL upon termination shall be paid by AOL promptly, and in any event no later than thirty (30) days after the effective date of termination.
ii. Wind-Down Period . Upon the expiration or earlier termination of this Agreement, the Parties shall cooperate in any transition (including the Wind-Down Period defined below) to ensure that users of the AOL Latino Service do not experience any interruption in service. Upon the expiration or earlier termination of this Agreement, the Parties shall have ninety (90) days during which to make a transition of any Services hereunder from AOLA to another provider (the " Wind-Down Period"). During the Wind-Down Period, AOLA shall continue to provide all Services. AOL shall pay all sums accrued and owed to AOLA but unpaid during the Term and the Wind-Down Period to AOLA within thirty (30) days after the end of the Wind-Down Period. All terms and conditions of this Agreement that are reasonably necessary for the Parties to fulfill their obligations and exercise their rights during the Wind-Down Period shall survive during the Wind-Down Period.
f. AOL Rights Upon Termination. Termination under this Agreement shall not affect AOL's rights in and to all Work (as defined in Exhibit B) created by AOLA pursuant to this Agreement prior to such termination. If this Agreement is terminated by reason of an uncured material breach by AOLA, then AOLA shall refund to AOL a pro-rated portion of the Services Fees ? based on the Work that was accepted by AOL prior to the effective date of the termination ? promptly, and in any event no later than thirty (30) days after the effective date of termination. In the event that Services are provided on a fixed fee basis, "pro-rated" shall be determined based on the number of days during which Services are provided to AOL prior to the effective date of termination.
9. Terms and Conditions. The terms and conditions set forth on Exhibit B attached hereto are hereby made a part of this Agreement.
IN WITNESS WHEREOF, the Parties hereto, each acting under due and proper authority, have executed this Agreement as of the Effective Date. AMERICA ONLINE, INC. AMERICA ONLINE LATIN AMERICA, INC. By: /s/ David Wellisch By: /s/ Travis Good Print Name: David Wellisch Print Name: Travis Good Title: Vice President, GM AOL Latino Title: Vice President Technology and Operations
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EXHIBIT A
DEFINITIONS
1. 1. "AOL Affiliate" means an entity that is controlled by AOL, including any entity in which AOL owns at least a 19% equity interest.
2. " AOL Latino Service" shall mean AOL's multi-topic Spanish-language Content and services interactive area for the U.S. Hispanic audience currently available at Keyword: Latino on the AOL Service.
3. " AOL Products" shall mean the various client-based and host-based features that AOL in its sole discretion determines will be rolled out to an international audience, to the extent AOL has the right to do so under any and all third-party licenses. Back office system features/products which are not visible to AOL Members shall not be considered "AOL Products" under the Agreement.
4. " AOL Service" shall mean the America Onlineae brand proprietary service.
5. " AOL Network" shall mean (a) the AOL Service and (b) any other product, service or property owned, operated, distributed or authorized to be distributed by or through AOL or any AOL Affiliate (other than AOLA and its wholly owned direct or indirect subsidiaries) worldwide. Without limiting the foregoing, a service operated by AOL under a third party brand is an AOL Network service, excluding AOLA and its wholly owned direct or indirect subsidiaries.
6. " AOLA Network" shall mean the web-based and client-based Internet access services and interactive sites offered, or which may be offered, by AOLA or its affiliates in Brazil, Mexico, Argentina, and Puerto Rico and in any other countries in the AOLA Territory, specifically excluding the AOL Service and the AOL Latino Service, but including any other product, service or property owned, operated, distributed or authorized to be distributed by or through AOLA or any of its affiliates.
7. " AOLA Products" shall mean a Spanish-language Localized version of the AOL Products, to the extent AOL has the license rights to provide such to AOLA, with the additional features requested by AOLA as outlined in the applicable PRD(s).
8. " AOLA Territory" shall have the same meaning as "Territory" in the License Agreement.
9. " Content" shall mean text, images, video, audio (including, without limitation, music used in time relation with text, images, or video), and other data, products, services, advertisements, promotions, URLs, keywords and other navigational elements, links, and pointers, as well as any media or work product that AOLA produces for AOL.
10. " Error" shall mean bugs or deviations from the AOL Studio style guide or other specifications that cause either (1) return of any Deliverables to AOLA for correction or (2) rework by AOL to ensure usability.
11. " In Country Quality Assurance" shall mean the specific services set forth on Exhibit A-1 attached hereto.
12. " Key Terms" shall mean unique descriptions, abbreviations and product names associated with the Products.
13. " Keywords" shall mean AOL Keyword online search terms, such as those used in the AOL Service, which are shortcuts to online areas.
14. " Latino Products" shall mean all the AOL Products and any other products that AOLA Localizes for the AOL Latino Service during the term of the Agreement.
15. " Localize" or " Localization" shall mean (1) translation of English text strings, art files and other resources that may require adaptation for Products into Spanish and (2) fixing of bugs that arise from such translation.
16. " Localization Engineering" shall mean (1) engineering Localized strings into the AOLA Products and Latino Products and producing Localized builds, (2) quality assurance "smoke testing" and (3) quality assurance bug management, which includes sending product and localization bugs, receiving associated bug fixes and integrating such fixes back into the Products.
17. " PRD" shall mean a product requirement document for any Product or Product Program.
18. " Product" shall mean any of the AOL Products, AOLA Products, or Latino Products.
19. " Product Program" shall mean a set of new AOL Products grouped for parallel development and simultaneous launch.
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Exhibit A-1
In Country Quality Assurance
? Functionally test the product and features and log all bugs in BLT (AOL's bug tracking system) ? ensure that all new features as per PRD and Feature Matrix have been thoroughly tested and cleared for release to Beta and ultimately GM. Functional testing shall have particular focus on international-specific features and ensuring that the localization process has not adversely affected the core functionality.
? Ensure that product functionality is consistent with US product and PRD and DRD, and that only differences are to account for country specific differences in requirements. -
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- Ensure reasonable adherence to global AOL studio UI standards.
Record Test Results for future reference and deliver to AOL within three (3) business days, if so requested.
Retest Resolved & Passed Bugs in a timely manner and update BLT with latest findings.
Update Pending Info Bugs with additional information requests.
Scrub bugs daily or on as needed basis.
Notify AOL that builds are ready ("clear") for Beta and GM release.
Within one (1) business day, pass on known issues to Member Services for each beta release.
Investigate beta reports and log bugs where appropriate ? i.e., reproducible bug or many beta reports.
Escalate beta reports of problems to AOL product team within same day as discovery of problems.
Look for failcases for elevations or spikes in performance stats found during beta.
? In-country QA Lead should ensure that QA testers are following then-current defined processes in terms of testing, bug logging, test tracking, etc.
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Exhibit A-2
In Country Localization engineering
? Acquire access to translation tools such as JVWeb and Catalyst to allow for translation of features.
? Ensure that appropriate up front in country training is carried out on new feature technologies in advance of localization commencement particularly where the features use new technologies such as Flash and XML that could have an impact on the translation schedule.
? Ensure that all translations are appropriate for the U.S. Hispanic market, including: (i) translating localizable client features and components of the product based on comparison reports received between the previous U.S. build and the U.S. build currently being developed; and (ii) translating all host based features that are agreed to be localized as part of the Product and ensure that these localizations coincide with testing schedule for these features.
? Schedule the translation work for each feature and publish the deliverable dates to the AOL program team for these translated features to the program.
? Ensure that product owners for all localizable features, particularly host products, are identified by in country engineering early in the program cycle. This is recommended so that issues or escalations can be directed in a timely manner to the correct people.
- Attend and contribute on bug scrubs when they occur on the project.
? Bug fix all localization bugs assigned to in country engineering. Update bug status in BLT as country specific bugs are resolved or addressed. Escalate difficult bugs or issues in an appropriate timeframe in order to ensure it does not have an impact on the program schedule. Ensure that beta stopper bugs assigned to in country engineering are addressed in time for their respective beta.
? Check in updated translations and bug fixes on a regular basis to CVS for inclusion in International client builds.
? Ensure that translations and bug fixes required for a beta release are checked into CVS in appropriate time for that beta.
? Work with Dublin localization engineering to resolve any assigned bugs that may require further input or support.
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EXHIBIT B
TERMS AND CONDITIONS
I. NO RIGHTS IN AOL PROPERTY AND TRADEMARKS
Agreement Grants No Ownership or License . Nothing in this Agreement shall convey to AOLA any right, license, title, interest in and to the Work (as defined below), the AOL Look and Feel, or any other AOL property, property interest, license or right. For purposes of this Agreement, " AOL Look and Feel" means the elements of graphics, design, organization, presentation, layout, user interface, navigation, trade dress and stylistic convention (including the digital implementations thereof) which are generally associated with interactive sites within the AOL Network, or any other AOL interactive site or service.
Agreement Grants No Right to Post Content . Unless specifically directed to do so by AOL pursuant to Schedule No. 1 or another Schedule, AOLA shall have no right under this Agreement to post or display content or other materials in any area of the AOL Network.
Agreement Grants No Right to Use Trademarks . Nothing in this Agreement grants AOLA any right to use any AOL trade name, trademark or service mark without the express written consent of AOL.
II. CONFIDENTIALITY; PROPRIETARY RIGHTS; SECURITY TRADING
Confidentiality . " Confidential Information" means this Agreement, and any and all software (whether in object code or source code), Documentation, data, drawings, benchmark tests, specifications, trade secrets, logins, passwords and other access codes, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not); schematics and other technical, business, financial and product development plans, forecasts, strategies and i...
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