Terms and Conditions

Master Service Level Agreement

If you are a resident of the United States, then: 

(a) this Master Service Level Agreement (the “Agreement”) is entered into as of your acceptance of this Agreement (the “Effective Date”) by and between you, a services company engaged in the business of providing professional consulting services (“Supplier”), and Lionbridge U.S. Inc., a Delaware corporation, with its principal office at 1050 Winter Street, Suite 2300, Waltham, MA 02451 (“Lionbridge”);
 
(b) this Agreement shall be governed by the laws of the state in which the majority of the Services under this Agreement are performed; 
 
(c) the arbitration provisions set forth in Section 20 apply to you and such arbitration provisions are governed by the Federal Arbitration Act; 

(d) this Agreement sets forth the mutual understanding about the terms under which Supplier shall provide professional services to Lionbridge’s customers (“Customer Company”) as described in the applicable Statement of Work (described below); and

(e) by checking Box 1 next to “I have read and agree to the terms of this agreement” and Box 2 regarding the arbitration provisions set forth in Section 20, and by clicking “Sign SLA”, you acknowledge that you have read and accept the terms and conditions of this Agreement in their entirety, including the terms in the confirmation boxes in Section 26.

If you are not a resident of the United States, then:

(a) this Master Service Level Agreement (the “Agreement”) is entered into as of your acceptance of this Agreement (the “Effective Date”) by and between you, a services company engaged in the business of providing professional consulting services (“Supplier”), and Lionbridge International Unlimited Company, a corporation organized under the laws of the Republic of Ireland, with its principal office at 3 West Pier Business Campus, Dun Laoghaire, Co. Dublin A96 A621, Ireland (“Lionbridge”); 

(b) this Agreement shall be governed by the laws of Ireland and each of the parties consents to the jurisdiction of the courts of Ireland in any action or proceeding instituted in connection with this Agreement; 

(c) the arbitration provisions set forth in Section 20 do not apply to you and any references to Section 20 in this Agreement do not apply to you;

(d) this Agreement sets forth the mutual understanding about the terms under which Supplier shall provide professional services to Lionbridge’s customers (“Customer Company”) as described in the applicable Statement of Work (described below); and

(e) by checking Box 1 next to “I have read and agree to the terms of this agreement”, and by clicking “Sign SLA”, you acknowledge that you have read and accept the terms and conditions of this Agreement in their entirety, including the terms in the confirmation box in Section 26.

1. Services; Statements of Work. 

Under this Agreement, Supplier agrees, from time to time in its discretion, to provide the services individually, and deliver the deliverables as set forth in either a Purchase Order issued by Lionbridge or in written Statements of Work signed by both parties, and incorporated by reference herein (collectively, each a “Statement of Work” or “SOW”). SOWs may also be in the form of an email and shall be treated as a written SOW if so transmitted by Lionbridge and agreed to through an email confirmation by Supplier. 

The Statement of Work will specify the following:

• A description of the services to be performed (“Services”) and the deliverables to be delivered by Supplier;
• Customer specifications applicable to the Services and/or deliverables;
• The applicable invoice schedule and/or fee milestones, and pricing if rates have not already been agreed; 
• Specific qualifications required for Supplier;
• A schedule for performance of the Services and delivery of the deliverables; and
• Any specific technology or personnel resource commitments of the parties.
 
If the Supplier is providing translation Services, the Supplier must perform the Services in accordance with the terms set forth in Exhibit A. 

2. Confidentiality. 

In consideration of (a) a Customer Company permitting Lionbridge to disclose to Supplier, (b) a Customer Company's direct disclosure to Supplier and/or (c) access by Supplier to confidential and proprietary information of a Customer Company and/or Lionbridge (the “Confidential Information”) in the course of supplying Services, and in consideration of the fee for services made to Supplier for the supply of Services, Supplier agrees that (x) it will not use Lionbridge or Customer Company Confidential Information or disclose same to third parties; (y) it shall protect such Confidential Information from unauthorized disclosure using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care; and (z) further agrees as follows: 

(i) Upon completion of the Services, the expiry or termination of this Agreement for any reason, or at any time upon request by Customer Company, Supplier shall promptly return and procure the return to Lionbridge (or, if Customer Company so directs, directly to Customer Company), of any and all equipment, materials, documents or other information, including but not limited to Confidential Information, and any copies of it, which are then in Supplier’s control and which were either loaned or otherwise delivered to Supplier by Lionbridge, whether on its own behalf or on Customer Company’s behalf. Supplier will take all necessary steps to ensure that no copies, electronic or otherwise, of such Confidential Information and materials are retained by Supplier and will provide Lionbridge and Customer Company reasonable access to Supplier’s premises, files and equipment to verify compliance with this obligation.

(ii) Lionbridge does not wish to be informed of any information considered confidential and belonging either to Supplier or to a third party. Supplier agrees not to reveal such confidential information, including but not limited to any medical or health information, to Lionbridge. In the event Lionbridge knowingly agrees in a signed writing to accept confidential information from Supplier or a third party, Lionbridge agrees to cooperate with Supplier to take reasonable and appropriate measures necessary to keep such information confidential, return such confidential information upon request, and prevent disclosure of such confidential information. 

(iii) Supplier agrees not to market any Customer Company as a customer in Supplier documentation or websites, unless Customer Company consents in writing. Supplier may market its relationship with Lionbridge in Supplier’s documentation or websites, but Lionbridge shall have the right to review and approve any such marketing materials solely to ensure that the nature of the relationship is accurately represented.

3. Personal Data.

(a) Definitions. The following definitions apply to this Section 3 and this Agreement:

(i) “Security Incident” means (1) any unauthorized access to or acquisition of data that compromises the security, confidentiality or integrity of Protected Personal Information, or (2) any unauthorized disclosure of, access to or use of any Protected Personal Information, or (3) any unauthorized intrusion into systems containing Protected Personal Information resulting in unauthorized access or access in excess of authorization.

(ii) “Privacy Laws” means the privacy, data security and data disposal laws and the corresponding rules and regulations enacted by a governmental authority of the United States or the country where Protected Personal Information is collected, used, processed, stored, or disposed of, including but not limited to the EU Data Protection Directive 95/46/EC, the General Data Protection Regulation (2016/679), the Commission Implementing Decision 2016/1250, Decision 2010/87/EU, and the Electronic Communications Data Protection Directive 2002/58/EC, as implemented under applicable international, federal, state or local law (e.g., the Massachusetts Code of Regulations, 201 CMR Sections 17.00 et seq.). 

(iii) “Protected Personal Information” means any information furnished under this Agreement, or that Supplier may have or may obtain concerning Lionbridge’s employees, Customer Companies, subcontractors or agents and that is subject to Privacy Laws. 

(iv) “Supplier Information” means any information related to Supplier and Supplier’s performance of the Services, including any information that is subject to Privacy Laws. 

(b) Supplier Information. By entering into this Agreement, Supplier consents to the collection, processing and storing of Supplier Information in the United States or a jurisdiction other than where Supplier resides. Access to Supplier Information will be limited to authorized persons. Supplier Information will be collected, processed and stored for business purposes related to the performance of the Services, including payment of fees to Supplier for performance of the Services. Supplier may exercise any rights conferred on Supplier by any Privacy Law with respect to Supplier Information by submitting a request to data-privacy@lionbridge.com. 

(c) Customer Information. During the course of performing Services, Supplier may have access to Protected Health Information, Personal Information and Personal Data contained in source documents and files which are the subject of the Services. Supplier agrees that it will comply with the terms of the Lionbridge Policy for Protected Health Information, Personal Information and Personal Data regarding the handling of any such Protected Health Information, Personal Information and Personal Data, which Policy is found at: https://partners.lionbridge.com/Media/Default/Legal/ProtectedInformationPolicy_June2014.pdf. In the event this Policy is amended by Lionbridge, Lionbridge agrees to provide written notice to Supplier of any amendments before they become effective. 

(d) Confidentiality; Compliance with Privacy Laws. Supplier will treat Protected Personal Information as Confidential Information, in accordance with Section 2 of this Agreement. Supplier acknowledges that the provision of the Services may require the processing of Protected Personal Information and Supplier shall be responsible for complying with the obligations under applicable Privacy Laws governing the processing of the Protected Personal Information. In connection with these obligations, Supplier consents to the terms of Exhibit B-1, “Privacy Law Compliance Procedures” and Exhibit B-2, “Data Protection Addendum”. 

(e) Security. At a minimum, Supplier will implement and maintain a reasonable and appropriate written information security program for the protection of Protected Personal Information, adapted to the nature and sensitivity of the information to be protected and conform to applicable Privacy Laws, including appropriate physical, electronic and procedural safeguards, to (i) ensure the security and confidentiality of Protected Personal Information, (ii) protect against any threats or hazards to the security or integrity of Protected Personal Information, and (iii) prevent unauthorized access to or use of Protected Personal Information. 

(f) Breach of Security. If Supplier knows, discovers or suspects that there has been a Security Incident, then Supplier agrees to abide by the requirements and procedures set forth in Exhibit B-3, “Security Incident Notification Procedures.”

4. Ownership. 

(a) It is expressly understood and agreed that all plans, strategies, customer lists, prospect lists, copyrights, patents, trade secrets or other intellectual property rights associated with any works of authorship developed or created by Supplier in connection with the Services, or which are derived from use of the Confidential Information (collectively, the “Work Product”) is made for the benefit of Customer Company and all right, title and interest in such Work Product vests in and is conveyed to Customer Company or its designee either directly or through Lionbridge as provided herein. To the fullest extent possible, given Supplier is providing the Services as an independent contractor, all Work Product shall be the sole and exclusive property of Customer Company or its designee and shall, to the extent possible, be considered a “work made for hire” for the benefit of Customer Company or its designee, directly or through Lionbridge, within the meaning of any intellectual property law governing the parties’ relationship now or hereinafter in force and effect in the United States, Ireland or in any other country or pursuant to any treaties, conventions or proclamations, including without limitation under 17 USC § 101. To the extent that any Work Product is deemed or treated as not “work made for hire”, Supplier agrees to assign and hereby assigns to Customer Company or its designee, either directly or through Lionbridge on behalf of Customer Company, at the time of creation of such Work Product, without any requirement of further consideration, any right, title or interest Supplier may have in such Work Product, including any copyrights or other intellectual property rights pertaining thereto. Without limitation, Supplier acknowledges and agrees that with respect to any claims of moral rights or other intellectual property or proprietary rights in any part of the Work Product, (i) it has no objection to publication and use of the Work Product in the manner described in this Agreement or otherwise; (ii) Lionbridge (on behalf of Customer Company) and Customer Company and/or any person or entity obtaining rights directly or indirectly from Customer Company (including Lionbridge) (to the extent of such rights) shall have the right 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 may make future modifications and adaptations to the Work Product, and may disclose, transfer or dispose of the Work Product and any modifications or adaptations thereof or rights therein without notice, consent or further remuneration, in any manner whatsoever; (iii) Lionbridge (on behalf of Customer Company) and Customer Company and/or any person or entity obtaining rights directly or indirectly from Customer Company (including Lionbridge) (to the extent of such rights) shall have the right to withhold Supplier’s identity, as authors 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; and (iv) Supplier’s remuneration for the Work Product is adequate and reasonable. Supplier agrees that it will promptly disclose to Lionbridge (on behalf of Customer Company) all such Work Product upon its discovery or invention by Supplier and, in any event, upon the request of Lionbridge. The obligations of this Section shall continue beyond the termination of this Agreement with respect to all such Work Product reduced to practice, conceived, made or otherwise resulting from Services rendered under this Agreement, whether or not pursuant to this Agreement, and shall be binding upon Supplier’s successors and assigns. 

(b) To the extent that Supplier has any rights in the Work Product, including any moral or other rights, which are not capable of assignment under applicable law, Supplier hereby: (i) agrees to and does hereby grant to Lionbridge (on behalf of Customer Company) and its designee an exclusive, irrevocable, perpetual, transferable, royalty-free, fully paid up, worldwide right and license to exercise any and all such rights, and to sublicense any or all of the foregoing rights (including the right to grant further sublicenses); and (ii) irrevocably and unconditionally waives all enforcement of and agrees not to assert those rights. The provisions of this Section 4 shall be enforceable to the maximum extent permitted under applicable law.

(c) Supplier shall, during the term of this Agreement and at any time thereafter, at the request and cost of Lionbridge, promptly sign, execute, make and do all such deeds, documents, acts and things as Lionbridge may reasonably require, on behalf of Customer Company, relating to the Work Product: 

(i) to apply for, obtain, register and vest in the name of Lionbridge (unless Customer Company otherwise directs) patents, copyrights, mask works, trademarks or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the same; and 

(ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings or petitions or applications for revocation of such patent, copyright, mask work, trademark or other analogous protection. 

(d) Supplier agrees that if Lionbridge is unable, because of Supplier’s unavailability, or for any other reason, to secure Supplier’s signature to apply for or to pursue any application for any United States, Ireland or foreign patents, mask work, copyright or trademark registrations covering the assignments to Lionbridge (on behalf of Customer Company) above, then Supplier hereby irrevocably designates and appoints Lionbridge and its duly authorized officers and agents as Supplier’s agent and attorney in fact, to act for and in Supplier’s behalf and stead, to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright, mask work and trademark registrations thereon with the same legal force and effect as if executed by Supplier. 

(e) Supplier acknowledges that as part of the Services, Lionbridge will be providing to Supplier materials which are owned by Customer Company (“Customer Originals”) and may be used by Supplier in the performance of the Services as needed. 

5. Use. Supplier shall not make use of any Confidential Information disclosed to, produced by or accessed by Supplier in connection with this Agreement for any purpose other than to supply Services. Supplier acknowledges that this limitation is appropriate due to the sensitive nature of this information.

6. General Warranties. Supplier represents and warrants that Supplier has no agreement with or obligations to others which would prevent Supplier from performing the Services hereunder or that would require Supplier to obtain the prior consent of any third party in order to perform the Services. Supplier further represents and warrants that the Services and any deliverables: (a) will be free from errors, bugs and mistakes, and will meet and comply with the guidelines and specifications supplied by Customer Company from time to time; (b) 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; (c) will not incorporate or be derived from the intellectual property of any third party, without authorized prior written consent; and (d) will be provided to Lionbridge free of all liens, security interests or other encumbrances of any kind. 

7. Services Warranty. Supplier represents and warrants that it will use all commercially reasonable efforts to correct or repair any deliverables or Services provided by Supplier that do not conform to the specifications or acceptance criteria at no additional charge for the six (6) month period following delivery to Lionbridge of such deliverables or Services. 

8. Supplier’s Qualifications Warranty. Supplier represents and warrants that it shall be fully-qualified to perform the Services in accordance with the specifications required by Customer Company, including but not limited to the requirements of ISO17100:2015, as it may be amended, updated or revised; provided, however, that Lionbridge, in its sole discretion, may revise any such required specifications. To verify compliance with this warranty, Supplier agrees that, upon notice at any time, Lionbridge may review the documentation of the qualifications of Supplier, including but not limited to Supplier’s CV and university certificate or equivalent thereof. Lionbridge shall have the right, within ten (10) days’ written notice to Supplier, to review documentation verifying qualifications at Supplier’s premises or to request copies of all such documentation.

9. Anti-Bribery Warranties. Supplier represents and warrants that it has not made, offered, promised or authorized, and will not make, offer, promise or authorize, any offer or payment of anything of value to any person or organization, contrary to Lionbridge’s Supplier Code of Conduct, the laws of the United States (including the Foreign Corrupt Practices Act) or the laws of any applicable country (including the UK Bribery Act 2010). This representation and warranty applies equally to receiving or offering to receive bribes in relation to the performance of the Services. If Supplier learns of or has reason to know of any offer or payment of anything of value to any person or organization contrary to Lionbridge's Supplier Code of Conduct, the laws of the United States or the laws of any applicable country, then Supplier will immediately inform Lionbridge as provided in the Lionbridge Supplier Code of Conduct.

10. Debarment Warranties. Supplier represents and warrants that as of the Effective Date of this Agreement, Supplier is not excluded, debarred, suspended, convicted or otherwise ineligible to participate in any government health care programs (e.g., Medicare, Medicaid, CHAMPUS) or government procurement and non-procurement programs, whether in the United States or any other country (collectively, “Government Programs”). If during the term of this Agreement, Supplier becomes excluded, debarred, suspended, convicted or otherwise ineligible to participate in any Government Programs, Supplier shall disclose promptly by notice to Lionbridge details of such exclusion, debarment, suspension, conviction or other ineligibility, and this Agreement will terminate immediately. Upon the request of Lionbridge and from time to time, Supplier will certify to Lionbridge in writing Supplier’s compliance with the provisions of this Section 10.

11. Security Warranties. 

(a) Supplier represents and warrants that: (i) it will comply with all security and network access requirements required by Lionbridge and Customer Company, including but not limited to the secure transmission of e-mails and data, which requirements may be amended from time to time; (ii) the Services, Work Product and any deliverables will not contain any computer virus or other similar harmful, malicious or hidden program, code or data; (iii) any system that stores files must have current anti-virus software configured for automatic updates no less than once per week, and all systems that store Confidential Information or Work Product must have reasonable up-to-date versions of system security agent software which must include malware protection and reasonably up-to-date patches and virus definitions; and (iv) it will provide secure transmission and storage of Confidential Information, Work Product and deliverables (whether by encryption or other equally protective measures), including but not limited to that such transmission and storage will not contain any computer virus or other similar harmful, malicious or hidden program, code or data. Lionbridge agrees to provide notice of, or otherwise make available to Supplier, any such amendments which may be satisfied through posting on Lionbridge’s vendor portal.
 
(b) The term “Developer Tools” means any and all technology, software, tools, products, know-how, trade secrets, language resources, machine translation rules, glossaries and dictionaries, processes, and methods that are owned, controlled, developed, modified, or licensed by Lionbridge, and all derivatives thereof, used by Lionbridge in providing services to third parties generally. Supplier acknowledges that the Developer Tools may constitute confidential, valuable proprietary information and/or trade secrets of Lionbridge. Supplier agrees not to use, copy, disclose or otherwise make available to any third party any Developer Tools which may come into its possession, knowledge or control. Supplier shall take all reasonable steps and precautions to maintain the confidentiality of the Developer Tools and will not (and will not allow any third party to): (i) modify, adapt, reverse engineer (except as provided by law), decompile, disassemble, reverse assemble, or otherwise attempt to discover any source code of, the Developer Tools; or (ii) sell, rent, sublicense, lease, loan, distribute, copy (except for reasonable archival purposes), reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or modify the Developer Tools or any associated documentation. Supplier agrees and acknowledges that it will not use any Developer Tools in any unauthorized manner.
 
12. Non-Solicitation. 

(a) During the term of this Agreement, Supplier agrees that it will not directly approach any Customer Company for whom it is providing Services pursuant to this Agreement with the intention of providing such Services, or similar Services independent of Supplier’s Agreement with Lionbridge, provided that if the Supplier had provided services independently of Lionbridge to any Customer Company prior to the execution of this Agreement, this provision shall not preclude Supplier from offering or providing such services to Customer Company. This provision shall not prevent a Customer Company from soliciting the Services from Supplier independent of this Agreement. 

(b) During the term of this Agreement and for one (1) year thereafter, neither party will directly or indirectly solicit for hire or hire any employees, contractors or personnel resources of the other party, if any, involved in the performance or acquisition of Services under this Agreement, except that the following shall not be deemed a violation of this provision: (i) hiring such employees, contractors or personnel resources as a result of general solicitations which are not in any way targeted to such employees or contractors or (ii) contracting with a third party agency or firm which represents such employees, contractors or personnel resources.

13. Fees; Expenses. Lionbridge shall use all reasonable efforts to remit fees as described in the SOW to Supplier within thirty (30) days after receiving an invoice from Supplier for Services performed. Supplier is liable for Supplier’s own expenses, except as noted otherwise in each SOW. If such expenses are to be reimbursed per the SOW, Supplier shall be responsible for including any such expenses on Supplier’s invoice, along with any supporting documentation. Supplier must submit all invoices within one hundred and eighty (180) days of the Services being performed or the expenses being incurred. Lionbridge reserves the right to not pay any invoice received more than one hundred and eighty (180) days after the related Services were performed or expenses incurred. 

14. Term and Termination. This Agreement shall be effective for the later of three (3) years from the Effective Date or the date all of Supplier’s obligations hereunder have been completed (the “Initial Term”) at which point the Agreement shall automatically renew on a month-per-month basis. This Agreement may be terminated at any time by either party, upon receipt of one (1) month’s prior written notice of termination; provided, however, that Supplier must complete the performance of any SOW pending at the time notice is given. Upon notice of such termination, Supplier shall advise Lionbridge of the extent to which performance has been completed through such date. Supplier shall collect and deliver to Lionbridge whatever Work Product then exists in the manner requested by Lionbridge, and any other equipment, documents or other materials belonging to Lionbridge to an address to be designated by Lionbridge. Either party may terminate the agreement immediately upon written notice in the event of a material breach by the other party that cannot be cured by the breaching party. Written notice of termination based on a material breach must specify the breach relied upon. The obligations set forth in Sections 1 through 15, and 17 through 26 shall survive any expiration or termination of this Agreement.

15. Independent Contractors. 

(a) It is the intention of the parties that the relationship between the parties hereunder is one of independent contractors and under no circumstances shall this Agreement be construed as one of agency, partnership, joint venture or employment between Lionbridge and Supplier. While Lionbridge is entitled, on behalf of Customer Company, to provide Supplier with general guidance to assist Supplier in completing the Services to Customer Company’s satisfaction, Supplier is not obligated to comply with this guidance, and is ultimately responsible for directing, controlling and supervising the performance of the tasks comprising the Services, in accordance with the terms and conditions of this Agreement. 

Lionbridge shall not and shall have no right to direct, supervise or control Supplier in the performance of Services under this Agreement, or the manner or means by which those Services are performed. 

(b) Supplier is responsible in the conduct of its business, using its own methods and procedures, for complying with all applicable laws, rules, ordinances and other requirements imposed by federal, state, county or municipal government authorities relating to and concerning the operation of Supplier’s business. Supplier shall not be entitled to participate in any Lionbridge employee benefits programs. Lionbridge shall not be responsible for any payroll-related taxes related to the performance of the Services by Supplier. Supplier shall be responsible for all taxes (including the reporting and withholding of any such taxes), insurance and fees associated with Supplier, Supplier’s business and any persons working on behalf of Supplier.

(c) Supplier acknowledges that Supplier may be required to obtain visas, work permits, stay permits and/or other permits as required by the immigration laws and regulations of the countries in which the Services are to be performed (the “Permits”). Supplier shall ensure that it complies with all Permit requirements and will obtain all necessary Permits. Supplier shall provide copies or other evidence of all such Permits to Lionbridge within ten (10) days of any request. Supplier shall indemnify and hold Lionbridge harmless from and against any and all fines, penalties, costs, attorneys’ fees and/or other outlays which are incurred because Supplier is not authorized for work in the United States or in any other involved country.

(d) Supplier acknowledges that Supplier is not identified by OFAC (the U.S. Department of Treasury Office of Foreign Assets Control) as a “specially designated national” or blocked person, and that Supplier is not a resident of a “blocked country” as identified by OFAC. If at any time Supplier’s status changes, such that Supplier becomes a “specially designated national,” a blocked person, or resident of a “blocked country” by OFAC, Supplier will promptly inform Lionbridge and cease performing any Services. 

(e) Supplier has the right to negotiate with Lionbridge regarding the terms of the SOW, including with respect to pricing, and is under no obligation to accept any SOW offered if the terms are not acceptable to Supplier. Lionbridge may seek approval from Customer Company for any changes to the SOW negotiated between Supplier and Lionbridge. In the event those changes are not accepted, Supplier is free to reject the SOW without penalty. Supplier acknowledges that Lionbridge has sole and complete discretion regarding which, if any, SOW to offer to Supplier, just as Supplier has the discretion whether to reject or accept any SOW offered. 

(f) Supplier retains the right to perform services for others and to hold itself out to the general public as a separately established business. Lionbridge neither has nor reserves the right to restrict Supplier from performing Services for other entities or customers at any time, even should such business directly compete with Lionbridge. 

(g) Supplier acknowledges and agrees that Supplier is obligated to report as income all monies received by Supplier pursuant to this Agreement, and Supplier agrees to and acknowledges the obligation to pay all personal taxation, service tax and other legal obligations including insurance and other taxes and benefits. Notwithstanding the foregoing, if required by applicable law or regulation, notwithstanding Supplier’s status as an independent contractor, including but not limited to the Tax Deduction at Source provisions in India, Lionbridge may withhold from amounts otherwise due Supplier in accordance with such law or regulation. Supplier further agrees to indemnify Lionbridge and hold it harmless to the extent of any obligation imposed on Lionbridge (i) to pay in withholding taxes or similar items or (ii) resulting from Supplier's being determined not to be an independent contractor.

(h) Supplier will be responsible for providing, at his/her/its own expense, all necessary equipment and supplies to complete all tasks associated with the Services. 

(i) Supplier shall procure and maintain for Supplier’s business all forms of insurance necessary to perform the Services described in this Agreement and any insurance required by any applicable employee benefit act or any other applicable governmental statute or regulation as a precondition to lawfully offering the Services. To the extent Supplier uses subcontractors to perform any of the Services contemplated by this Agreement, Supplier understands and hereby warrants that it will only use subcontractors operating legitimate independent businesses that meet all of the insurance requirements specified in this Section. 

(j) If applicable, Supplier shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.

16. Service Failure. Supplier understands that timely performance of all Services hereunder in accordance with the delivery schedule set forth in each SOW is critical in order to meet Lionbridge’s schedules and commitments. Supplier’s delivery of deliverables that does not meet the delivery schedule set forth in the applicable SOW constitutes a service failure on the part of Supplier. In addition to any other remedy available to it, Lionbridge reserves the right to withhold, deduct or reduce (or set off against any other amounts owed to Supplier) the greater of (a) up to ten percent (10%) of the fees otherwise due for the Services as a penalty for late delivery or failure to provide notification of such late delivery; and (b) the amount of any liquidated damages (if any) charged to Lionbridge by the applicable Customer Company for such late delivery or failure to provide notification of such late delivery. Supplier, however, shall not be responsible for any delays that are not due to Supplier’s fault or negligence or that could not have reasonably been foreseen or provided against. 

17. Assignment. Neither party shall assign, transfer or subcontract the whole or any part of this Agreement without the prior written consent of the other, and any attempt to do so shall be void; provided, however, that no consent shall be required for Lionbridge to assign, transfer or subcontract the whole or any part of this Agreement to a party acquiring all or substantially all of the assets or securities of Lionbridge. Supplier shall be fully liable for compliance by itself with all applicable laws and with the provisions of this Agreement, any Statements of Work hereunder and any Non-Disclosure Agreement between the parties. 

18. Indemnity. Supplier agrees to indemnify, defend and hold harmless Lionbridge and its affiliates, and each of their successors, directors, officers, employees, agents and contractors, from and against any and all actions, causes of action, claims, demands, costs, liabilities, judgments and damages arising out of or in connection with Supplier’s breach of any obligations under this Agreement, errors or omissions, and/or negligence or willful misconduct. This indemnity provision shall survive termination or expiration of this Agreement. 

19. Equitable Relief. Supplier agrees that it would be impossible or inadequate to measure and calculate Lionbridge’s damages from any breach of the covenants set forth in Sections 2, 3 or 4 of this Agreement. Accordingly, Supplier agrees that if Supplier breaches Sections 2, 3 or 4 of this Agreement, Lionbridge will have available, in addition to any other right or remedy available, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of any such provision. Supplier further agrees that no bond or other security shall be required in obtaining such equitable relief and Supplier hereby consents to the issuances of such injunction and to the ordering of such specific performance.

20. Arbitration. Arbitration—PLEASE READ. Lionbridge and Supplier mutually agree to resolve any disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. This arbitration provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and shall apply, including, but not limited, to any and all claims arising out of or relating to this Agreement, the nature of the relationship between Lionbridge (including any Lionbridge affiliates or customers) and Supplier and/or any of Supplier’s Personnel, Lionbridge’s and/or Supplier’s provision of Services under this Agreement, the fees received by Supplier pursuant to this Agreement, the termination of this Agreement, and all other aspects of Supplier’s relationship with Lionbridge, past or present, whether arising under federal, state or local statutory and/or common law. 
 
Only an arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration provision. However, as stated in Section 20(b)(4) below, the preceding clause shall not apply to the Class Action Waiver or Representative Action Waiver. 
BY AGREEING TO ARBITRATE ALL SUCH DISPUTES, THE PARTIES TO THIS AGREEMENT AGREE THAT ALL SUCH DISPUTES WILL BE RESOLVED THROUGH BINDING ARBITRATION BEFORE AN ARBITRATOR AND NOT BY WAY OF A COURT OR JURY TRIAL. 
(1) If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration must be delivered by the initiating party to the address set forth below for the other party or such other address identified in writing by the other party. Demands for arbitration may also be sent via email with the other party’s written consent. 
(2) CLASS ACTION WAIVER—PLEASE READ. Lionbridge and Supplier mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an arbitrator shall not have any authority to hear or arbitrate any class and/or collective action (“Class Action Waiver”). 
(3) REPRESENTATIVE ACTION WAIVER—PLEASE READ. Lionbridge and Supplier mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a representative action, and an arbitrator shall not have any authority to arbitrate a representative action ("Representative Action Waiver"). This Representative Action Waiver does not apply to any representative claim brought pursuant to the California Private Attorneys General Act of 2004 (Labor Code section 2698, et seq.). All such claims must be brought in a Court of competent jurisdiction, not in arbitration. 
(4) Notwithstanding any other clause contained in this Agreement, this arbitration provision, or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver and/or Representative Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. As stated above, all other disputes regarding interpretation, applicability, enforceability, or formation of this arbitration provision shall be determined exclusively by an arbitrator.
(5) Supplier agrees and acknowledges that entering into this arbitration provision does not change the parties’ status as independently contracting parties in fact and in law, that Supplier is not an employee of Lionbridge or any Customer Company and that any disputes in this regard shall be subject to arbitration as provided in this arbitration provision.
(6) Any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), except as follows: (1) The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules. The Arbitrator shall be an attorney or former judge with experience in the law underlying the dispute; (2) Lionbridge shall pay the Arbitrator’s fees and costs, unless applicable law requires otherwise; (3) The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes; (4) Except as provided in the Class Action Waiver and Representative Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable; (5) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions; (6) The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law; (7) Either Lionbridge or Supplier may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Section may be rendered ineffectual.
(7) The AAA Rules may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.Google.com or www.Bing.com or by asking Lionbridge to provide a copy. 
(8) Regardless of any other terms of this Agreement, nothing prevents Supplier from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commissions, National Labor Relations Board, or Office of Federal Contract Compliance Programs, and nothing in this Agreement or arbitration provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this arbitration provision. This arbitration provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on the claims addressed in this Section, even if the claims would otherwise be covered by this arbitration provision. Nothing in this arbitration provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Lionbridge will not retaliate against Supplier for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act. 

(9) Supplier has the right to consult with private counsel of Supplier’s choice with respect to any aspect of, or any claim that may be subject to, this arbitration provision. 

(10) In the event any portion of this arbitration provision is deemed unenforceable, the remainder of this arbitration provision will be enforceable. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver and/or Representative Action Waiver is invalid or unenforceable, the class, collective, or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver and Representative Action Waiver that is valid and enforceable shall be enforced in arbitration. 

21. Ethical Practices. Supplier agrees to the terms of the Lionbridge Supplier Code of Business Conduct which is found at the Lionbridge website at: Lionbridge Supplier Code of Conduct (or such successor website designated by Lionbridge), which Code may be amended from time to time at the sole discretion of Lionbridge. In the event the Code is amended, Lionbridge agrees to provide written notice of the amendments to Supplier.

22. Notices. Except as otherwise specifically provided in Section 20 of this Agreement, all notices which either party gives to the other party shall be in writing and shall be given by personal service, registered or certified mail, return receipt requested, courier, or nationally recognized carrier which tracks receipt, to the other party at its address set forth in the first paragraph of this Agreement, or such other address for notices as may be provided by such party in writing. Notices shall be deemed delivered upon receipt.

23. Entire Agreement. This Agreement, along with the Statements of Work referenced herein, and the documents incorporated herein by reference, constitutes the complete agreement between Supplier and Lionbridge with respect to its subject matter and supersedes all prior or other proposals, understandings, agreements or other communications between the parties, whether oral or written. This Agreement and any Statement of Work may be amended or modified only by a signed writing executed by both parties.

24. Third Party Beneficiary. Supplier acknowledges and agrees that the Customer Company to which it provides Services under the terms of this Agreement and any applicable Statement of Work is an intended third party beneficiary of this Agreement with the right to enforce the terms of this Agreement, including the arbitration provision in Section 20, and any applicable Statement of Work directly against Supplier. 

25. Order of Precedence. In the event of a conflict or inconsistency between anything contained in this Agreement and a Statement of Work, this Agreement shall take precedence except to the extent that the Statement of Work explicitly provides that it is to override specific provisions contained in this Agreement, and then such override shall apply only with respect to that Statement of Work.

26. General. No term or provision of this Agreement is deemed waived and no breach excused, unless the waiver or consent is in writing and signed by the party claiming to have waived or consented. Except to the extent otherwise specifically provided in Section 20, if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law, the parties agree that such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect, and further agree to substitute for the invalid or unenforceable provision a valid or enforceable provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision within the limits of applicable law. Each of the parties hereby irrevocably acknowledges the receipt and sufficiency of the mutual covenants contained in this Agreement and other good and valuable consideration. The parties may indicate their agreement to this Agreement by execution of this Agreement or by the provision and receipt, as applicable, of the Services. This Agreement shall be executed in the English language, which language shall be the sole and controlling language used in its interpretation. 

Box 1:  By checking the confirmation box next to the following language, Supplier represents that: Supplier understands and agrees Supplier will perform services under this Agreement as an independent contractor, not an employee of Lionbridge or any Customer Company. 

Box 2 (US Residents Only):  By checking the confirmation box directly next to the following language, Supplier represents that: Supplier has read and understands and agrees to the arbitration provision in Section 20. 
EXHIBIT A
TASKS INCLUDED IN WORD/PAGE RATES FOR TRANSLATION WORK

The following requirements apply to Supplier if Supplier is performing translation work: 

Tasks included in word rates

(Tasks or remarks in italics apply to agencies or freelance networks, not to individual freelancers.)

Tasks included in all word rates (if not stated otherwise):
• Review Statement of Work from Customer Company and raise queries if anything is missing or not clear within 24 hours, or as soon as possible thereafter
• Project coordination (selection and management of resources, etc.)
• Query management
• Communication with client validator regarding linguistic issues
• Replace UI terms in UA, which may have been kept in English because the UI terms were not “frozen” at the time of the translation of the UA
• Implement one round of client validation comments
• Run simple verification tool(s)
• Clean the translated files (if a translation memory tool is used) and verify the integrity of tags
• Create a simple PDF for linguistic QA (this does not include any DTP formatting work)
• Delivery by email, FTP, regular mail, or using a collaboration portal
• Deliverables: cleaned files, uncleaned (bilingual) files, up-to-date translation memory (or export), log files, hardcopy (as requested), handoff checklists and/or any reports created by the verification tool(s) mentioned above
• Concordance searches 

Full word rates include:
• Translating the source text in a translation memory tool, word processor or software localization tool
• Checking software references
• Ensuring consistency with legacy translations (if applicable)
• Editing the target text. This step should be performed by a person other than the original translator unless agreed otherwise with in writing.
• Implementing corrections into the translated files
• Verifying that all corrections have been implemented.

Discounted rates for full matches (incl. review) include: 
• Quality process which involves comparing the translation against the source text and checking the spelling, grammar, punctuation, the adherence to specifications, and consistency.

Discounted rates for fuzzy matches include:
• Adjusting existing translations as needed
• Editing the target text. This step should be performed by a person other than the original translator unless agreed otherwise in writing.
• Implementing corrections into the translated files
• Verifying that all corrections have been implemented.

Examples of tasks not included in word rates:
• Glossary translation
• DTP-related tasks other than preserving original layout settings
• Help engineering tasks other than preserving the integrity of links and the original layout
• Graphics editing
• Dialog box resizing **
• Hotkey uniqueness check **
• Linguistic software testing, i.e. verifying the translation in-context in the compiled application **
• Final proofreading of the documentation/help after DTP and artlinking ***
• Implementing spelling reforms (e.g. converting legacy translations to the new German spelling)
• Implementing changes made to UI terms, glossaries and style guides into the finalized translation
• Delivery by courier (unless necessary because of late delivery).

** For some accounts, word rates may be negotiated which do include these activities. This should always be clarified prior to project start.

*** In some cases, the agreed word rates include the final proofreading step. This should always be clarified prior to project start.

Project tasks included in DTP page rates

(Tasks or remarks in italics apply to agencies or freelance networks, not to individual freelancers)

Tasks included in per-page rates:

Infrastructure:
• Provide required hardware and software

Preparation:
• Review handoff/instructions
• Install necessary applications
• Install necessary fonts
• Install correct printer driver
• Produce a hardcopy of the original source files if a hardcopy was not provided.

Production:
• Apply templates, i.e. import paragraph and other styles from either the original or previously localized document
• Ensure the components of the page layout match the paragraph and character styles, look and size of the original source document
• Adjust page and line breaks; apply copyfit, if so directed
• Link or embed localized graphics into the localized document, size graphics
• Check that all callouts within and around graphics are visible and complete, and that callout lines point to the correct positions
• Make sure that the punctuation is correct
• Verify that the content and formatting of the headers and footers (e.g. page numbers, title, etc.) are correct
• Generate lists (Table of Contents, Index, List of figures and tables, etc.), make sure that the styles and entries are correct, and that all ranges are linked. In Microsoft Word, generate all required field codes and run all applicable macros as specified in the SOW and/or project instructions
• Link and check cross-references to the correct paragraphs
• Check that variables are represented correctly and in the target language
• Adjust part numbers, publication dates etc. as directed.

Quality Control:
• Review process that involves comparing a hard copy of the formatted localized files against a hard copy of the original source files, as well as on-screen review of cross-references and links. This step should involve a person other than the original DTP operator.
• Query management
• Complete checklist or signoff sheet as directed
• Delivery of flat PDF file for review, generated according to the SOW and/or project instructions
• Implement QA results and/or provide feedback on QA results
• Implement one round of client validation comments
• Delivery by email, FTP, regular mail, or using a collaboration portal as directed in the project instructions.

Not included in per page rates

Activities not listed above are not included in the per-page rates and may be charged by a resource on an hourly basis. For example:
• Creation of template or style sheet
• Implementation of linguistic corrections
• Creation and QA of PDFs with links or PostScript *
• Graphics editing
• Creation of screen capture
• Creation of film output
• Ensuring that all the changes received during the course of a project have been entered
• Conversion, e.g. in S-Tagger or from word processing to publishing file format *

Distinction between standard and complex DTP

To be confirmed at the start of each project, based on following guidelines:

• According to application used: typically (but not always), formatting in Word and FrameMaker is standard DTP, formatting in Quark Xpress, InDesign, PageMaker or Interleaf is complex DTP
• According to tasks: typically, standard DTP applies when formatting from the source files has been preserved but needs to be tidied up; complex DTP applies when formatting is done from scratch.

* For some resources or accounts, page rates may be negotiated which do include these activities. This only applies if stated explicitly. For example, some DTP resources have specific page rates for PostScript and/or PDF creation, whereas others may include this in the DTP page rates.

EXHIBIT B-1
PRIVACY LAW COMPLIANCE PROCEDURES

In connection with Supplier’s obligations to comply with Privacy Laws, Supplier agrees to the following:

(a) Roles. As between Supplier and Lionbridge, Supplier acknowledges that Lionbridge shall have sole responsibility for determining the purposes and the means of processing any Protected Personal Information provided to Supplier under this Agreement. Supplier shall only process the Protected Personal Information for and on behalf of Customer Company and in accordance with the instructions of Customer Company, in compliance with Privacy Laws and this Agreement.

(b) Cooperation. Supplier shall provide all such co-operation and information as Lionbridge may reasonably require to enable Lionbridge to comply with its obligations under applicable Privacy Laws.

(c) Confidentiality. The provisions of Section 2 of this Agreement apply to all Protected Personal Information. Supplier shall promptly notify Lionbridge of any legally binding request for the disclosure of the Protected Personal Information, or any request received directly from an individual and Supplier shall not, unless authorized to do so in a writing signed by Customer Company and Lionbridge, respond to such request.

(d) Use Limitation. Supplier will (i) not use any of the information protected under Section 2, and any Protected Personal Information for any purpose other than to fulfill its obligations under this Agreement; and (ii) dispose of all Protected Personal Information after the termination of this Agreement as instructed by Lionbridge and, at a minimum, in compliance with all Sections of this Agreement dealing with Privacy and Security.

(e) Privacy. Supplier will comply with the applicable Privacy Laws when collecting, using, processing, sharing, or disposing of Protected Personal Information at all times, and will exercise at least the degree of care required by the applicable Privacy Laws. In particular and as a minimum, Supplier will collect, use, process, share and dispose of Protected Personal Information: (i) in a commercially reasonable manner designed to prevent unauthorized access to or use of Protected Personal Information; and (ii) in accordance with all applicable Privacy Laws, and Lionbridge’s policies and procedures regarding privacy and information security.
 
(f) Audit. Upon reasonable request by the Customer Company and during normal business hours, Supplier shall permit Lionbridge, or its nominated representative, to carry out an audit or review of the facilities, practices and procedures used by Supplier to process the Protected Personal Information. Supplier shall cooperate with Lionbridge’s reasonable requests to facilitate such monitoring. 

(g) Effects of Termination/Expiration. Upon termination or expiration of this Agreement, Supplier shall immediately return all Protected Personal Information and the copies thereof to Lionbridge or shall, at Lionbridge’s request, promptly destroy all Protected Personal Information consistent with Privacy Laws and shall certify to Lionbridge that it has done so.

(h) EEA Transfers. Supplier will not transfer any Protected Personal Information outside the countries of the European Economic Area, without and only to the extent of any express written consent of Lionbridge, which may be refused at the sole discretion of Lionbridge; provided, however, Supplier may transfer Protected Personal Information to any Lionbridge facility outside of the European Economic Area, without any additional consent.

EXHIBIT B-2
DATA PROTECTION ADDENDUM

This Data Protection Addendum (“DPA”) shall amend and apply to all of your agreements with Lionbridge Technologies, Inc., its affiliates, and/or subsidiaries (“Lionbridge”) to the extent that you, as Lionbridge’s supplier, process any personal data made available to you in the course of your providing services to Lionbridge (“Lionbridge Data”), including personal data originating from the European Economic Area, the United Kingdom, and Switzerland (such jurisdictions are “Europe,” and such Lionbridge Data is “Lionbridge European Data”). Lionbridge European Data includes personal data controlled by Lionbridge International Unlimited Company, an Irish registered company, or its affiliates or subsidiaries located in Europe (such entities are “Lionbridge International,” and such Lionbridge European Data is “Lionbridge International Data”). For example, Lionbridge International controls the personal data of (a) its clients as described in the Lionbridge Privacy Policy at http://www.Lionbridge.com/legal, (b) individuals who are employed by or have a working relationship with Lionbridge or Lionbridge International, and (c) individual contacts of third parties with whom Lionbridge International has or may develop a commercial relationship. Terms and expressions as used herein, including “personal data,” shall have the meanings set forth in the privacy and data protection laws, regulations, and decisions applicable to a party to this DPA (“Applicable Data Protection Law”). For Lionbridge European Data, Applicable Data Protection Law includes the EU Directive 95/46/EC (the “Directive”), General Data Protection Regulation (2016/679) (the “GDPR”), Commission Implementing Decision 2016/1250 (“Privacy Shield”), and Decision 2010/87/EU (the “Clauses”). To the extent that you process Lionbridge International Data, you agree and acknowledge that you do so solely on Lionbridge International’s behalf, and that Lionbridge may enforce Lionbridge International’s rights and interests under Applicable Data Protection Law. 

1. Protection of Lionbridge Data. You will (a) process Lionbridge Data pursuant to your agreement with Lionbridge solely and exclusively for the purpose of providing services to Lionbridge, on Lionbridge’s behalf, and subject to paragraph 3(a)(ii), in compliance with Lionbridge’s instructions; (b) cooperate with Lionbridge on and implement appropriate (including organizational and technical) security measures prior to and during processing of any Lionbridge Data to protect against accidental, unlawful or unauthorized access to or use, destruction, loss, alteration, disclosure, transfer, commingling or processing of Lionbridge Data and ensure a level of security appropriate to the risks presented by the processing of Lionbridge Data and the nature of such Lionbridge Data, including the organizational and technical measures incorporated into your agreement with Lionbridge, and consistent with commercially reasonable industry practice and standards. These measures shall remain in place throughout the duration that you provide services to Lionbridge or until you cease to process Lionbridge Data (whichever is the later); (c) treat Lionbridge Data with strict confidence and take all reasonable steps to ensure that (i) persons you employ and (ii) other persons engaged at your place of business, who will process Lionbridge Data are aware of and comply with this DPA and are under a duty of confidentiality with respect to Lionbridge Data no less restrictive than the duties set forth herein; (d) not subcontract the processing of Lionbridge Data without Lionbridge’s prior written approval, to be provided in Lionbridge’s sole discretion. You only will enter into written contracts with approved subprocessors who guarantee at least a level of data protection and information security as provided for herein, and you will remain fully liable to Lionbridge for any subcontractor’s failure to comply; and (e) upon Lionbridge's request, make all such records, appropriate personnel, data processing facilities and/or any location from which Lionbridge Data can be accessed by your personnel and relevant materials available for inspection by Lionbridge or a third party appointed by Lionbridge, to demonstrate compliance hereunder, provided that such inspection shall be carried out with reasonable notice during regular business hours and under a duty of confidentiality. 

2. Transfers of Lionbridge European Data. If you are located in or transfer Lionbridge European Data to the United States of America, then to the extent that you rely upon and are certified under Privacy Shield to receive categories of data which include Lionbridge European Data, you represent and warrant that you will comply with the Privacy Shield principles. If Privacy Shield does not cover the transfer of Lionbridge European Data or you are located or transfer such Lionbridge European Data out of (a) the European Economic Area, or (b) a jurisdiction where a positive adequacy decision under Article 25(6) of the Directive or Article 45 of the GDPR is in force and covers such transfer, then you agree that your use of Lionbridge European Data is subject to the Clauses, which are hereby incorporated into this DPA, and you represent and warrant that you will comply with the Clauses. In such cases, Lionbridge International is the ‘data exporter’ and you are the ‘data importer’, and the Clauses and the provisions relating to data protection aspects for subprocessing of the contract referred to in Clause 11 paragraph 1 shall be governed by the law of Ireland. For the purposes of Appendix 1 of the Clauses, the following shall apply: (u) ‘data exporter’ is Lionbridge International, (v) ‘data importer’ is you, (w) ‘data subjects’ are individuals whose personal data is in the Lionbridge European Data, (x) ‘categories of data’ are Lionbridge European Data as defined herein, (y) ‘special categories of data’ is data described in Article 9 of the GDPR; and (z) ‘processing operations’ are the performance of the services under your agreement with Lionbridge. For the purposes of Appendix 2 of the Clauses, the description of the technical and organizational security measures are those described in paragraph 1(b) of this DPA.  

3. Duty to Notify and Cooperate. You will promptly give written notice to and fully cooperate with Lionbridge: 

a. if for any reason (i) you cannot comply, or have not complied, with any portion of this DPA, (ii) you would be in breach of or have breached any Applicable Data Protection Law governing your processing of Lionbridge Data, or (iii) Applicable Data Protection Law no longer allows the lawful transfer of Lionbridge European Data to you. In such cases, you will take reasonable and appropriate steps to remedy any noncompliance, or cease further processing of Lionbridge Data, including Lionbridge European Data, and Lionbridge may immediately terminate your agreement or access to Lionbridge Data, or take any other reasonable action; and 

b. regarding (i) any breach of security or unauthorized access to Lionbridge Data that you detect or become aware of, (ii) any complaint, inquiry, or request from a data subject or government or regulatory agency regarding Lionbridge Data, unless such notice is prohibited by law, or (iii) the preparation of data protection impact assessments and, where applicable, consulting with a government or regulatory agency regarding Lionbridge Data. In such cases, without limiting the generality of the foregoing, you will refrain from notifying or responding to any data subject, government or regulatory agency, or other third party, for or on behalf of Lionbridge or any Lionbridge personnel, unless Lionbridge specifically requests in writing that you do so, except as and when otherwise required by Applicable Data Protection Law. You agree and acknowledge that if Lionbridge receives a request from a government or regulatory agency, Lionbridge may share the terms of this DPA, your agreements with Lionbridge, and other information you provide to demonstrate compliance with this DPA or Applicable Data Protection Law. 

4. Effect of Termination. Upon the expiration or termination of your agreement with Lionbridge for any reason, you will promptly notify Lionbridge of all Lionbridge Data in your possession and promptly return or delete all such Lionbridge Data (at Lionbridge’s election) and certify to Lionbridge that all Lionbridge Data has been returned or destroyed, at your expense and in accordance with Lionbridge’s instructions. 

5. Order of Precedence. In the event of a conflict between the provisions of this DPA and those of your agreements with Lionbridge, the provisions of this DPA will control. Except as modified herein, all terms and conditions of the agreements you have with Lionbridge shall remain in full force and effect.

EXHIBIT B-3
SECURITY INCIDENT NOTIFICATION PROCEDURES

(a) In the event of an actual or suspected Security Incident, Supplier shall immediately notify Lionbridge of the incident followed by a written notice within 48 hours of the initial notice. The written report shall include, at a minimum subject to the availability of necessary information, the following: (1) a description of the incident; (2) the date that the incident occurred; (3) the date that the incident was discovered; (4) the identity and last known mailing address of each affected individual; (5) the affected categories of information for each affected individual; (6) an identification of any law enforcement agency that has been contacted about the incident and contact information for the relevant official; (7) a description of the steps that have been, or will be, taken to mitigate the incident; (8) a description of the steps that have been, or will be, taken to prevent a recurrence; and (9) contact information for the person at Supplier principally responsible for responding to the Security Incident. Supplier will update the written report periodically as material, new information becomes available. All reports required by this provision shall be made to data-privacy@lionbridge.com.

(b) In addition to the notification referenced above, Supplier shall (i) with the consent of Customer Company, immediately cooperate with Lionbridge and Customer Company to investigate, correct, mitigate, remediate and otherwise handle the Security Incident, including without limitation, by identifying Protected Personal Information affected by the Security Incident and taking reasonable steps to prevent the continuation and recurrence of the Security Incident; (ii) upon Customer Company or Lionbridge’s requests, provide timely notices of the Security Incident to affected individuals to the extent and in the manner required by applicable Privacy Laws, and all information and assistance needed to enable Lionbridge or Customer Company, as applicable, to provide timely notices disclosing a Security Incident; (iii) provide Lionbridge with all information and assistance needed to enable Lionbridge to evaluate the Security Incident including, without limitation, assistance to identify the names and contact information of affected individuals; and (iv) promptly reimburse Lionbridge and/or Customer Company for all expenses (including attorneys’ fees) incurred by it in connection with its response to the Security Incident. 

(c) If Customer Company requires that both Supplier and Lionbridge notify affected individuals following a Security Incident that constitutes a security breach as defined by applicable law, Lionbridge and Supplier will discuss whether it would be appropriate and feasible to provide a single form of notice. In addition, Lionbridge will have the right to approve (such approval not to be unreasonably withheld) notices provided by Supplier to the extent such notices identify Lionbridge or Customer Company or could lead to a belief that Lionbridge or Customer Company was involved in the Security Incident.