Translation Contract

(1) Infinno intends to assign various technical descriptions for translation into the English language to Translator as an independent contractor. The technical descriptions will be attached as Annex 1.

(2) Infinno will place a request for translation via phone/fax/e-mail to Translator. Translator shall inform Infinno in writing within24./hours whether he will perform the translation in question or not after 24 hours after request.

(3) Basis for business now and in future is this contract. Translators agree with

Confirmation of order on all terms and chapters.

§ 2 Obligations of Translator

(1) Translator agrees to translate the technical descriptions specified in Annex 1 into the English language using all reasonable skill and care. This means that the translation has to be in accordance with the rules of the English Grammar (American or British English?) applicable at the date of translation. The translation shall be a faithful rendition of the work into English. It shall neither omit anything from the original text or add anything to it other than such verbal changes as are necessary in translating into English. Infinno has the right to suggest corrections to the translation. Should essential changes be made to the original text during the translation process, the parties may discuss a compensation of the translator for necessary additional work.

(2) The translator shall translate technical descriptions with a length of

· one page/1000words within 5 days/after confirmation of order

· two(2) to five(5) pages/5000 words within 5.days/ after confirmation of order

· 10 to 50 pages/10000.words within10 days/ after confirmation of order

· 50 to 100 pages/15000words ….within 15days/weeks after confirmation of order

· more than 100pages/20000words within20days/after confirmation of order

The term for the translation commences after the written confirmation of

the Translator that he will perform the translation. The term of translation shall only be extended by mutual agreement of both parties. For every day of delay 2% deduction of net price is possible.

§ 3 Price and Payment

(1) Infinno shall pay Translators for every translation 40 % payment in advance, after sending a small prove of 2 sentences to thomasbartel@infinno.biz or info@infinno.biz from each translated language.

(2) Another 30% after confirmaton of order by employees or staff or Infinno International Ltd

(3) Rest of 30% after the translation has been made to the fully grammar satisfaction of Infinno.

Translator shall submit invoices to Infinno for the service rendered and Infinno shall pay invoices for reviewed and approved translations within 30 days of receipt by Infinno, without offset or deduction.

§ 4 Warranties

(1) The Translator warrants that the translation shall be

a) free of any grammatical mistakes or mistakes in writing.

b) fit for the purposes for which intended.

c) Done with precision and without making additions or deletions in conflict with good translation practice.

(2) Upon any breach of Warranty, Infinno may

a) cancel all or any portion of the Translation, or

b) require Translator to translate the technical description in question again at Translator’s sole expense and

c) reduce the agreed remuneration according to the following:

· 10 % deduction per mistake from net price in translations up to 1000 words, 2 DIN A4 pages

· 5 % deduction per mistake from net price in translations up to 2000 words,4 DIN A4 pages

· 4 % deduction per mistake from net price in translations with 3000-5000 words, 5 pages

§ 5 Delay in Delivery

(1) Time is of the essence to Infinno. If Translator does not comply with the time frame of Infinno or any deadline of Infinno, Infinno may

a) either accept a revised delivery schedule or

b) terminate this contract in whole or in part

c) each day of delay means 2% deduction on the net price of all translations

without any liability of Infinno. Translator must advise Infinno immediately if the Translator anticipates that he/she may be unable to comply with Infinnos’s time frame / deadline.

§ 6 Default

(1) Translator shall be in default hereunder if

a) Translator does not comply with the rules of the English grammar in all respects; or

b) If Translator does not meet the time schedule of the particular project.

c) Translator does not render an faithful translation of the submitted original text according to good translation practice. This means 10% deduction of net price.

Upon default hereunder, Infinno may cancel all or parts of the translation in question without liability except to pay the price for translations delivered prior to notice of cancellation, order the translation from a Third Party and recover from Translator on demand all increased costs or other damages relating thereto.

§ 7 Indemnification

(1) Translator shall indemnify, defend and hold harmless Infinno, its directors, officers, employees and other representatives from and against any and all claims, demands, losses, liabilities, damages, expenses and causes of action for injury to, or death of, any person including without limitation the employees and agents of Infinno, or damage to, or destruction of, any property whether owned by Infinno or otherwise, or the failure of Translator to comply with the provisions of this contract or arising out of the acts of omissions of Translator in the performance of the services defined in this contract.

(2) Translator’s indemnity shall not extend to or cover any claim from the sole negligence or intentional misconduct of Infinno, but shall apply to any claim resulting from the joint negligence or intentional misconduct of Translator and Infinno.

(3) Where personal injury or death or loss of, damage to or destruction of property is the result of the joint negligence or intentional misconduct of Translator and Infinno, the amount of the claim for which Infinno shall be entitled to indemnification shall be limited to that portion thereof attributable to the negligence or intentional misconduct of Translator.

§ 8 Confidentiality

(1) Any information or knowledge which Infinno may have disclosed or may hereafter disclose to the Translator in connection with the translation and any and all services to be rendered pursuant to this contract is and shall be deemed confidential and proprietary information of Infinno. Translator shall not, without authorization in writing from Infinno, use, communicate or disclose the confidential and proprietary information of Infinno. Translator agrees to safeguard the confidential and proprietary information of Infinno by using reasonable efforts to prevent its disclosure to third parties.

(2) All documents containing proprietary information relating to the translation rendered by the Translator under this contract will belong to Infinno. All confidential information supplied to Translator by Infinno and all rights therein remain the property of Infinno and will be kept confidential in accordance with paragraph 8 (1).

(3) Translator shall within five business days of Infinno’s request or the cancellation or termination of this contract, return all confidential and proprietary information (including all copies, notes and/or extracts thereof furnished by Infinno pursuant to this contract).

§ 9 Term and Termination

(1) The initial term of this contract shall commence on the date of the last signature to this contract and shall continue until completion of the translation in question unless not terminated earlier according to the stipulations in this agreement.

(2) If Infinno in its sole discretion determines Translator’s performance under this Agreement to be unsatisfactory, Infinno will give Translator written notice thereof. If within…..days after the receipt of such notice, Translator has not corrected such unsatisfactory performance to Infinno’s satisfaction, Infinno may thereafter terminate this Agreement immediately upon written notice to Translator.

(3) Infinno has the right to terminate this Agreement immediately upon written notice to Translator at any time in the event of material breach by Translator of his/her obligations under this Agreement.

(4) Infinno has the right to terminate this contract at any time for its convenience. In this case, the translator is entitled to reasonable compensation for work already performed under this contract.

§ 10 Assignment

Translator has to perform the translation in question in person. He/she is not entitled to assign the rights and obligations of this contract to a third party without explicit prior written permission of Infinno. Or he/she it has to ask this in written form during 24 hours after confirmation of order

§ 11 Applicable Law / place of jurisdiction

Without regard to choice of law provisions this Agreement shall be governed by and construed and enforced in accordance with the laws of Germany. The place of jurisdiction shall be Stuttgart.

§ 12 Severability

In the event that any provision of the Contract, or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of the Contract will continue in full force and effect. The parties further agree to replace such illegal, void or unenforceable provision of this Contract with a legal, valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such illegal, void or unenforceable provision.

§ 13 Modification

This Contract together with Annex 1 constitutes the full and complete understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior understandings relating to such subject matter Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing and signed by the parties hereto. This is also applicable for this clause itself.

Infinno International Internet Ltd. Date: Translator

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