1- AT shall make every effort to complete service(s) by the date specified but shall not be responsible for delays in completion caused by events beyond AT 's control.

2. Fee for services. Client agrees to pay AT 's fee for the service(s) provided. Payment is due within 15 days of delivery. Any payments for fees or costs not received by AT within 15 days of the due date will be deemed late and shall be subject to a 10% per month late charge. Client agrees to be responsible for AT 's costs in collecting late payments due from Client, including reasonable attorneys' fees.

3. Cancellation or withdrawal by Client. If Client cancels or withdraws any portion of the item(s) to be translated prior to AT 's completion of the service(s), then, in consideration of AT 's scheduling and/or performing said service(s) Client shall pay AT the portion of the above fee represented by the percentage of total service(s) performed, but in any event not less than 20% of said fee.

4. Additional fees. Additional fees will be payable by the client, to be calculated as provided below, in the event the following additional services are required: (a) investigation, inquiry, or research beyond that normal to a routine translation is required because of ambiguities in the item(s) to be translated; (b) additional services are required because Client makes changes in the item(s) to be translated and (c) AT is requested to make changes in the translation after delivery of the translation, because of Client's preferences as to style or vocabulary, and such changes are not required for accuracy. Such additional fees will be calculated as per AT 's Discretion.

5. Additional costs. Client shall reimburse AT for necessary out-of-pocket expenses incurred by AT that are not a normal part of routine translation procedure, such as overnight document delivery service requested by Client, long distance telephone and telefax expenses to clarify document ambiguity, etc.

6. Client's review of translation. Upon receipt of the translation from AT , Client shall promptly review it, and within 30 days after receipt shall notify AT of any requested corrections or changes. AT shall correct, at no cost to Client, any errors made by AT .

7. Confidentiality. All knowledge and information expressly identified by Client in writing as confidential which AT acquires during the term of this Agreement regarding the business and products of Client shall be maintained in confidentiality by AT and, except as expressly authorized by Client in writing, shall not be divulged or published by AT and shall not be authorized by AT to be divulged or published by others. Confidential information for purposes of this paragraph shall not include the following:

               a. Information which is or becomes available to the general public, provided the disclosure of such information did not result from a breach by AT of this paragraph.

               b. Terminological glossary entries compiled by AT in the course of AT 's performance of the translation service(s) under this Agreement; provided, however, that Client and AT may agree in writing that, upon payment by Client to AT of an agreed-upon fee, such terminological glossary entries shall be the property of Client and shall be covered by the confidentiality provisions of this paragraph.

8. Translation is property of client, copyright. Upon Client's completion of all payments provided herein, the translation shall be the property of Client. AT has no obligation to take any steps to protect any copyright, trademark or other right of Client with respect to the translation, except as may be expressly otherwise provided. Notwithstanding the foregoing, AT shall have the right to retain file copies of the item(s) to be translated and of the translation, subject to the provisions of paragraph 7 above.

9. Indemnification and hold-harmless by Client. Client agrees to indemnify and hold AT harmless from any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) which AT may incur based on information, representations, reports, data or product specifications furnished, prepared or approved by Client for use by AT in the work performed for the client.

10. Changes by others. AT shall have no responsibility whatever as to any changes in the translation made by persons other than AT .

11. Governing law. This Agreement shall be governed by the laws of Ontario, Canada.