Supplier Service Level Agreement

Exhibit 10.7





Supplier Service Level Agreement
















1. INTRODUCTION



This Agreement outlines the Terms and Conditions under which the undersigned Targetek Co., Ltd with a business address at 11F. No. 216, Sec. 2, Nanjing E. Rd., Taipei 10489, Ta iwan ("Supplier") acknowledges that it is supplying services to Welocalize, Inc., headquartered at 241 East 4th Street, Suite 207, Frederick, MD 21701, USA, and its subsidiaries and affiliated companies (collectively referred to as "Welocalize") for customers of Welocalize (each, a "Customer Company") or for Welocalize (collectively referred to as "the Services"), as a result of which in the course of supplying Services as an independent contractor of Welocalize, the Supplier may be given access to confidential information of a Customer Company or Welocalize.



The purpose of this Agreement is to provide a framework for the delivery of Services that meet the expectations of Welocalize and its Customer Companies and to provide the conditions which shall govern both Welocalize and the Supplier relations and the supply of Services.



This Agreement has an effective date of Oct. 20th, 2007 ("Effective Date"). This Agreement commences on the Effective Date for an initial period of one year and shall automatically renew on each anniversary of the Effective Date for successive one-year periods, unless either party gives the other party written notice of its intent not to renew, at least 90 days prior to the expiration of the then-current term.



In consideration of the mutual promises and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:



2. STATEMENT OF WORK



2.1. Statement of Work Definition



Welocalize may engage the Supplier to perform Services as described in a Statement of Work ("SOW"). Failing this, no order shall be deemed to have been placed. A Statement of Work can be represented by a purchase order, a written message or a work assignment entry in the Welocalize work assignment system. Modifications in an SOW must always be in writing.



2.2. Order Acceptance



Welocalize shall not send work to the Supplier without its prior approval.



Any Order not refused in writing by the Supplier within 24 hours of receipt shall be deemed to have been accepted and the Supplier shall be bound to perform the Services in accordance with such Order.



If the Supplier does not accept the Order, all physical materials supplied by Welocalize shall be returned to Welocalize within 24 hours following the non-acceptance. Failing this, Welocalize reserves the right to claim damages and interest for any loss suffered.



2.3. Change of Scope



Welocalize may at any time modify or add to the scope of the Services agreed to between the parties upon written notice to the Supplier specifying the desired modifications or additions to the same degree of specificity as in the original specifications. The Supplier must confirm receipt of this information and agrees that modifications or additions which are not considered by both parties to be substantial will be performed by the Supplier at no additional cost. If there are substantial modifications, the Supplier will submit to Welocalize an estimate of the time and cost to effect such modification or addition ("Estimate") within 24 hours of notification by Welocalize.
















The parties must agree to the Estimate in writing, prior to either party being bound to its terms. The performance of any modified or augmented Services by the Supplier shall be governed by the terms and conditions of this Agreement.



2.4. Project Cancellation



If the project is cancelled, Welocalize will promptly notify the Supplier. The Supplier may invoice Welocalize solely for the amount of work that has been approved and completed when the written cancellation was received. A written cancellation may reach the Supplier via post, overnight delivery service, fax or electronic mail.









3. DELIVERY



3.1. Delivery Expectations



Delivery shall take place in the way indicated in the Statement of Work.



Delivery at or before the date and time indicated in the Statement of Work is critical. In the event of any delay in delivery that is due to the Supplier's fault or negligence, Welocalize reserves the right to decline the work, to place the order with a third party and/or to claim compensation and interest for the damage suffered as set out in Schedule C.



The Supplier shall keep a full electronic and up-to-date backup copy of all project files for the duration of the project and thereafter until acceptance of the delivery by Welocalize.



When requested by Welocalize, the Supplier shall promptly deliver glossaries, translation memories or any other additional material produced in direct relation to the execution of the Statements of Work to Welocalize.



The Supplier is responsible for the cost of delivering work to Welocalize.





4. USE AND OWNERSHIP OF PROJECT-RELATED MATERIALS



The Supplier shall not make use of any information disclosed to, produced by or accessed by the Supplier in connection with this Agreement for any purpose other than to supply Services.



4.1. Reference Materials



Any material (texts, drawings, models, films, pictures, negatives, magnetic media, terminology or other glossaries, etc.) relating to the SOW shall remain the exclusive property of Welocalize or the Customer Company and shall be returned without delay on completion of the order, together with any software (discs and manuals) provided to the Supplier to carry out the work. The Supplier shall also totally erase any such software from its computer(s), and destroy any copy or copies of the same made by way of backup(s) or otherwise.



White the materials and software are in its possession, the Supplier will ensure that they are not damaged or lost. The Supplier will bear full responsibility in case of any damage or loss of materials or software and will hold Welocalize harmless against any claim resulting from such damage or loss.
















4.2. Work Product Materials



Any materials produced by the Supplier in connection with Services ("Work Product") shall be considered "work made for hire" on behalf of Welocalize and, as such, shall be the sole property of Welocalize. The Supplier hereby assigns whatever right, title and interest the Supplier may have or claim to such Work Product property and all rights therein, including, but not limited to, any patent, copyright, right to create derivative works, trademarks, trade secret, mask works, or other intellectual property rights, to Welocalize or its designee. The Supplier waives any "moral rights" it may have in any such Work Product and hereby authorizes Welocalize and/or any person or entity obtaining rights directly or indirectly from Welocalize (to the extent of such rights) to make any desired changes to the Work Product or any part thereof, to combine or use the Work Product with any other goods, products, materials, services or software in any manner desired, and to withhold the Supplier's identity as an author in connection with any distribution or use of the Work Product in any manner thereof, either alone or in combination with other goods, products, materials, services or software. In the event Welocalize is unable, after reasonable effort, to secure the Supplier's signature on any letters patent, copyright or other analogous protection relating to Work Product, Supplier hereby irrevocably designates and appoints Welocalize and its duly authorized officers and agents as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution thereon with the same legal force and effect as if executed by the Supplier.



4.3. Limited License



Welocalize may provide the Supplier with computer software and related documentation ("Licensed Programs") which are proprietary to Welocalize or to a Customer Company. If such Licensed Programs are so provided, the Supplier acknowledges that they are licensed to the Supplier on a royalty-free, revocable, non-transferable and non-exclusive basis for the sole purpose of facilitating the provision of Services by Welocalize under this Agreement, and the Licensed Programs may not be transferred, distributed, conveyed or disclosed in any manner, in whole or in part, to any third party. This limited license to the Licensed Programs shall expire upon the termination or expiration of this Agreement. Upon such termination or expiration, the Supplier shall return the Licensed Programs and any copies thereof, to Welocalize and certify to Welocalize that it has de-installed the Licensed Programs. The Supplier agrees to establish and maintain appropriate security measures and safeguards against the destruction, loss, or alteration, and the unauthorized access, use, or disclosure, of any Licensed Programs in its possession during the term of this Agreement. ALL LICENSED PROGRAMS PROVIDED TO THE PARTNER ARE PROVIDED ON AN 'AS IS' BASIS. WELOCALIZE MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH LICENSED PROGRAMS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. All rights in the Licensed Programs not expressly granted by this paragraph to the Supplier are hereby reserved by Welocalize or the applicable Customer Company.




5. FEES AND EXPENSES



5.1. Standard Fees



The standard fees to be applied for individual SOWs, as well as a description of what these fees cover, are specified in Schedule A and/or in the SOWs. The cost of the work as specified in the SOW shall not be amended without the written agreement of both parties. If the fee indicated in the SOW differs from the one indicated in Schedule A, the former takes precedence.



5.2. Invoicing Terms
















All invoices submitted shall include all the legally required references of the Supplier, and in particular name, address, and bank account number (including IBAN, SWIFT, bank ID, bank address, sort code and/or routing number) and Tax Income Reference Number. The invoice should also include the invoice number, invoice date, purchase order number, project name, description, unit quantity, unit price, invoice total value, Welocalize name and address and the name of the Welocalize project manager.



Invoices will be submitted in the correct currency to the accounts payable address listed below:



f0 Email: (This is the preferred method for faster processing)

In the United States: In Europe:
accounts.payable@welocalize.com

AP@welocalize.com


f0 Postal service:

In the United States: In Europe:
Welocalize, Attn.: Accounts Payable

241 East 4th Street, Suite 207

Frederick, MD 21701

USA Welocalize, Attn.: Accounts Payable

Unit 5, Block 4B

Blanchardstown Corporate Park

Dublin 15

Ireland


Invoices shall not be paid until Welocalize has provided final acceptance of the quality criteria in writing. Final acceptance or rejection will be provided within 10 business days of final receipt of translated files.



Each invoice shall be submitted to Welocalize no later than 45 days from the date of final project/file delivery to Welocalize. Only for projects whose value is less than $50.00 or ?37 shall the Invoicing period be extended to 90 days from project completion. Welocalize shall not accept invoices 90 days past completion of any project.



5.3. Payment Terms



All fees and expenses are to be paid to the Supplier, in the currency of the invoice, by check or wire transfer. Welocalize shall use all reasonable efforts to pay the Supplier at 45 days after receiving an invoice for the Services.



The Supplier is liable for the Supplier's own expenses, except as noted otherwise in each SOW. If such expenses are to be reimbursed per the SOW, the Supplier shall submit monthly expense reports to Welocalize for each open SOW detailing the expenses incurred for the project. Expense reporting must be completed and approved by Welocalize prior to payment.



Any amounts disputed in good faith may be deducted from the invoice. The disputed amount shall be notified in writing to the Supplier giving the reasons for withholding payment. Upon receipt of Welocalize's dispute notice, the Supplier and Welocalize will work together in good faith to resolve such disputes in a prompt and mutually acceptable manner. Welocalize agrees to pay any disputed amounts once the issues have been resolved.




6 . WELOCALIZE DUTIES AND RESPONSIBILITIES
















6.1. Training on Specialized Equipment or Tasks



Welocalize will provide suitable training both to ensure the safety of the Supplier's personnel and to safeguard Welocalize's and/or the Customer Company's systems or equipment. The Supplier will ensure that all Supplier personnel who work on Welocalize's and/or the Customer Company's systems or equipment are adequately qualified.



6.2. Project Information and Support



Welocalize shall use all reasonable efforts to:



? Supply the Supplier with adequate information which allows the Supplier to provide final files that meet the required standards on time
? Clearly specify deliverables, deadlines and quality expectations in the SOW
? Provide all reasonable technical and linguistic support to the Supplier
? Manage project queries adequately and in a timely manner
? Provide all relevant quality feedback Indicating necessary corrective actions


6.3. Supplier Requests for Approvals and Information



Welocalize will respond promptly to any Supplier requests to provide direction, Information, approvals, authorizations or decisions that are reasonably necessary for the Supplier to perform the services.




7. WARRANTIES AND REMEDIES



7.1. Quality of Service and Remedies for Breaches



The Supplier represents and warrants that the Services and any deliverables will meet the quality criteria as set out in Schedule B and in any separate document accompanying the SOW or otherwise sent by Welocalize to the Supplier before or during the performance of the Services. In the absence of any explicit written description of quality criteria for the type of Services provided in the SOW, the Supplier undertakes and warrants that it shall:



? Deliver an accurate translation for each of the files in the inventory with each being linguistically and stylistically appropriate for the target market
? Maintain consistency of terminology throughout (including references to software and other related materials)
? Follow all client-specific and project-specific instructions (including compliance to glossaries, style guides, previous translations, customer reviewer corrections, etc.)
? Thoroughly review all the files so that grammar, spelling (including mandatory use of spell checkers) and punctuation are 100% correct


In addition, the Supplier represents and warrants that all Services and all deliverables will be:



? Performed in a professional and workmanlike manner
? Of a high grade, nature and quality
? Free from known errors, bugs and mistakes
? Compliant with the guidelines and specifications supplied by the customer company or by Welocalize on the customer company's behalf from time to time
? Consistent with industry standards reasonably applicable to such services


If Welocalize considers, during the period of time described in Section 7.5 below, that a breach of the warranties set forth in this section has occurred and notifies the Supplier in writing stating the nature of the breach, then the Supplier shall use its best efforts to immediately correct any affected Services so that they comply with the warranty.
















The Supplier shall reimburse and indemnify Welocalize for any losses or damages incurred by it as a result of any breach by the Supplier of this Agreement.



The penalties and refunds payable in the event of defective service are as defined in Schedule C to this Agreement and are supplemental to, and not in lieu of, all other remedies available to Welocalize by contract or law.



7.2. Acceptance and Inability to Perform



Acceptance of the Work by Welocalize may be subject to quality assessments performed as set out in Schedule B and Welocalize reserves the right to decline any Work which does not comply with the stated quality criteria. If Work is refused as not meeting the requisite standards, the Supplier agrees to correct it without additional cost or, if the delivery date does not permit, reimburse Welocalize for the additional expense of having the corrections completed elsewhere as set out in Schedule C.



If for any reason during the execution of the SOW Welocalize determines that the Supplier will be incapable of delivering the work within the required deadline and according to the agreed quality requirements, Welocalize shall have the right, in its sole discretion, to re-assign the work partly or entirely to another Supplier.



7.3. Third-Party Claims



The Supplier represents that it has no agreement with or obligations to others which would prevent it from performing the Services hereunder or that would require it to obtain the prior consent of any third party in order to perform the Services.



The Supplier warrants that all Services and all deliverables:



? Do not and will not infringe upon, violate, or misappropriate any patent, copyright, trade secret, trademark, contract, or any other publicity right, privacy right, or proprietary right of any third party
? Do not and will not incorporate or be derived from the intellectual property of any third party, without Welocalize's prior written consent
? Will be provided to Welocalize free of all liens, security interests, or other encumbrances of any kind


If a third party takes action against Welocalize for any infringements of this nature, then the Supplier will, at its own expense, settle the claim or arrange to defend Welocalize in such proceedings, and, in such circumstances, the Supplier will pay all settlement costs, damages, and legal fees and expenses finally so awarded.



7.4. Exclusions



The Supplier is not responsible for any infringements to copyright, trade secret, trademark, contract, or any other publicity right, privacy right, or proprietary right of any third party where Welocalize has made amendments to original documents and similar works prepared by the Supplier without the express approval of the Supplier, or where Welocalize fails to use the most recent versions of such works that have been delivered by the Supplier and the infringement is caused by such amendments or failures to use.



7.5. Services Warranty Period
















The Supplier agrees that it will correct or repair any deliverables or Services that do not conform to the specifications or acceptance criteria at no charge for the 12-month period following delivery to Welocalize of such deliverables or Services.



7.6. Force Majeure



Except in respect of payment liabilities, neither party will be liable for any failure or delay in its performance and/or provision of the Services under this Agreement due to reasons beyond either party's reasonable control, Including national emergency, acts of war, earthquake, flood, riot, embargo, sabotage, or governmental act, provided the affected party gives the other party prompt notice of the reasons for such cause.



7.7. No Malicious Code



All deliverables produced by the Supplier hereunder will be free of any and all time locks, viruses, trojans, worms, spyware, adware, other malware and malicious code, copy protect mechanisms, back doors, or features designed to (I) disable the deliverables or render them incapable of operation (whether after a certain time, after transfer to another machine, or otherwise), (II) permit access unauthorized by Welocalize or its customers to the deliverables or to any Welocalize or its customers' networks, systems, programs, or data, or (iii) enable Supplier to track Welocalize's or users' use of the deliverables without Welocalize's express consent.




8. SECURITY



8.1. Logical Access



Welocalize will provide the Supplier's employees and sub-contractors with necessary access to the software and systems in order that the Services may be delivered and maintained in accordance with the terms of this Agreement.



8.2. Compliance with Welocalize Security Policies



The Supplier will ensure that its employees are made aware of security policies and will also ensure ongoing compliance with these policy statements. Welocalize will provide the Supplier with up-to-date information on its security policies and will keep the Supplier informed about any changes to these policies.



8.3. Information and Data Security Measures



The Supplier will manage information and data security with reasonable efforts to restrict unauthorized access. The Supplier will make best endeavors to ensure that its employees and representatives are fully aware of the risks associated with Information and data security issues.



8.4. Disaster Recovery



The Supplier will ensure that information and data under its responsibility are properly backed up on a daily basis and also that arrangements are made for recovery processes to be installed to minimize any potential disruption to Welocalize's business. The Supplier is required to ensure that proper measures are in place to enable continuation of services in the event of unexpected disruptive events. These measures should include implementation and pre-testing of formal disaster recovery and business continuity planning within the Supplier's business.



8.5. Anti-Virus Software
















The Supplier agrees that it shall utilize best-in-class grade anti-virus software to examine each deliverable to be provided by it hereunder and cleanse or otherwise prevent such deliverable from containing any code described in Section 7.7, and otherwise utilize all reasonable security measures to protect the integrity of the deliverables provided hereunder.




9. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS



If the Supplier has sub-contracted the entirety or parts of the Work Product, the Supplier is under obligatio ...