This TRASLATION SERVICES AGREEMENT, dated Nov 04, 2011 (this “Agreement”), is made by and between TAEBAEK CO., LTD., with its principal place of business at 1876-46 bunji, Yeonsan-dong, Yeonje-gu, Busan, Korea (“SERVICE PROVIDER”) and AAA, a Korean corporation having its principal place of business at Korea.


WHEREAS, AAA desires to engage SERVICE PROVIDER, and SERVICE PROVIDER desires to accept such engagement, in the field of translation of foreign languages, upon the terms and conditions set forth herein;

WHEREAS, SERVICE PROVIDER is experienced in providing translation services of English into Korean language.

NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree as follows:

1. Services. SERVICE PROVIDER will provide the Services set forth on Appendix I hereto (“Services”). SERVICE PROVIDER warrants that this Agreement does not conflict with its duties and obligations under any other agreement to which it is a party and shall ensure its employees to perform the Services with their best efforts and in a professional manner applicable to the field of translation services.

2. Payment. In consideration of the performance of the Services, SERVICE PROVIDER shall be paid the fees as set forth on Appendix II. All SERVICE PROVIDER invoices shall be payable within 60 days of receipt by AAA.

3. Confidentiality. It is understood and agreed that information relating to the business of AAA, which may from time to time during the term of this Agreement be made available to SERVICE PROVIDER, is to be treated as confidential in the sense that for a period of ten (10) years from the expiration or earlier termination of this Agreement or any extension thereof, it is to be used solely for the performance of this Agreement, is not to be published or disclosed to any persons other than SERVICE PROVIDER’s employees who have a reasonable need for access thereto in connection with the Services and who are under a similar written obligation to keep such information confidential; and if the information is in tangible form, it will be returned to AAA upon AAA’s request or when SERVICE PROVIDER’s need therefore in connection herewith terminates; provided, however, that the above requirements shall not apply to any information which is, or subsequently may become, within the knowledge of the general public, or which may be known to SERVICE PROVIDER at the time of receipt thereof from AAA, or may subsequently be rightfully obtained from a third party without any known obligation of confidentiality to AAA, or which is required by any law, rule, regulation, order, decision, decree, subpoena or other judicial, administrative or legal process to be disclosed, provided, that SERVICE PROVIDER shall provide prompt written notice to AAA of such requirement so that it may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, SERVICE PROVIDER shall only furnish that information which it is advised by a written opinion of legal counsel is required and to use its best efforts to obtain assurance that confidential treatment will be afforded such information. It is agreed that SERVICE PROVIDER will take reasonable care of all materials entrusted to it by or on behalf of the other, and shall return such materials to AAA immediately upon expiration of termination of this Agreement, provided, that one copy thereof may be retained by SERVICE PROVIDER’s attorneys or as required by law. This Section 3 shall survive expiration or termination of this Agreement. SERVICE PROVIDER warrants that each of its employees to whom any confidential information is revealed shall previously have been informed of the confidential nature of such confidential information and have agreed to be bound to terms and conditions at least equivalent to those in this Agreement. SERVICE PROVIDER shall ensure the confidential information is not used or disclosed by its employees except as permitted by this Agreement and SERVICE PROVIDER shall be responsible for any of its employees’ breach of the obligation of confidentiality and non-use.

4. Ownership. All translated documents whether or not in tangible form arising out of the performance of the Services by SERVICE PROVIDER shall be the sole property of AAA. SERVICE PROVIDER shall not and shall procure that its employees will not make any publication on the Services without the prior written consent of AAA. This Section 4 survive any termination of this Agreement.

5. Subcontracting. SERVICE PROVIDER may not assign or subcontract its obligations hereunder without the prior written consent of AAA.

6. Term and Termination. The term of this Agreement shall be for the period commencing on [Apr 27, 2007] and ending on [May 07, 2007]. The Services hereunder may be terminated by either party upon 30 days written notice to the other party. In the event of termination by AAA hereunder, AAA shall remain responsible for all fees for Services performed through and including the date of termination, provided the SERVICE PROVIDER provides AAA with the translation work performed until the termination of this Agreement and the translation work provided is of the quality requested by AAA. AAA may terminate this Agreement by notice in writing in case SERVICE PROVIDER is not able to provide the translation work by the end of the term of this Agreement or

7. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the Republic of Korea. AAA and SERVICE PROVIDER irrevocably submit to the jurisdiction of the Seoul Central District Court.

8. Independent Contractor. It is understood and agreed that the parties are acting as independent contractors. Nothing in this Agreement shall constitute either party or any SERVICE PROVIDER’s employee, to be an employee of AAA. Moreover, neither SERVICE PROVIDER nor AAA shall be deemed to be a servant, agent, partner or joint venture of the other. Neither party nor their respective employees, servants or agents or independent contractors shall have authority to act on behalf of or bind the other, unless authorized in writing by such Party.

9. Entire Agreement. This Agreement together with all Appendices attached hereto or later incorporated herein by explicit reference constitutes the entire Agreement between the parties respecting the Services expected to be rendered by SERVICE PROVIDER to AAA. This Agreement supersedes all prior or contemporaneous agreements, commitments, representations, writings, and discussions between SERVICE PROVIDER and AAA, whether oral or written. This Agreement may be amended only by an instrument in writing executed by the parties hereto.

10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successor and assigns; provided, however, that SERVICE PROVIDER will not have the right to assign this Agreement or any rights or delegate any of the obligators hereunder without the prior written consent of AAA. Any unauthorized attempt to assign or delegate any portion of this Agreement shall be void. AAA may transfer this Agreement to an affiliate or to a successor in interest to its business by reason of any merger, acquisition, restructuring operation, partnership, license agreement or otherwise, provided that the assignee is subject to the terms and obligations provided in this Agreement. SERVICE PROVIDER undertakes to sign on the request of AAA any document necessary to the legal and administrative regularization of such transfer.

11. Notices. Any notices which any party may be required or shall desire to give hereunder shall be in writing and deemed to be effective when delivered personally or mailed by certified or registered mail, postage prepaid to the party to whom notice is to be given at the address first given above or such other address or addresses of which such party shall have given written notice. For purposes hereof, the person at AAA to whom notices shall be addressed is [Lionel Bascles and the person at SERVICE PROVIDER to whom notices shall be addressed is SERVICE PROVIDER].

12. Severability. Should any valid law or final determination of any administrative agency or court of competent jurisdiction invalidate or otherwise affect any provision of this Agreement, the provision or provisions so affected shall be conformed automatically and to the extent possible to the law or determination in question, and in all events the remaining provisions of this Agreement shall continue in full force and effect.

13. Force Majeure. The parties shall be excused from performing their obligations under this Agreement if its performance is delayed or prevented by any event beyond such party’s reasonable control, including, but not limited to, acts of God, fire, explosion, weather, disease, war, insurrection, civil strife, riots, government action, or power failure, provided that such performance shall be excused only to the extent of and during such disability.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.