WELOCALIZE, INC.

MUTUAL NONDISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement (the “Agreement”) is made by and between Welocalize,
Inc., a Delaware Corporation, on behalf of itself and its subsidiaries and affiliates, having its
primary place of business located at 15 West 37th Street, 4th Floor, New York, NY 10018 USA
(“Welocalize”), and ____________________________________________ (“Counterparty”)
having its primary place of business located at
____________________________________________.

1. Purpose. Welocalize and Counterparty are investigating the possibility of entering into
one or more transactions or business relationships involving the supply of services from
Counterparty to Welocalize (the “Relationship”) in connection with which each Party has disclosed
and/or may further disclose its Confidential Information (as defined below) to the other. This
Agreement is intended to cover the investigation and evaluation of entering into a Relationship
and shall continue to apply during the conduct of any Relationship between the Parties. Each
Party may disclose Confidential Information (a “Disclosing Party”) to the other Party (a “Receiving
Party”).

2. Definition of Confidential Information. “Confidential Information” or “CI” means this

Agreement and all oral, visual and written non-public, confidential or proprietary information,
technical data, trade secrets and/or know how, including without limitation, research, product
plans, products, services, customers, customer lists, pricing, revenue, markets, software,
developments, inventions, processes, formulas, technology, designs, drawings, engineering,
hardware configuration information, methodologies, translation memory databases, software
programs and source code including those licensed by a Party and made available to the other
Party for the purpose of facilitating either Party’s performance of services or its customers’ benefit,
identification names and passwords, documentation, proprietary information belonging to either
Party’s customers or licensors, and/or marketing, finances or other business information,
concerning the possible Relationship or concerning Welocalize or Counterparty, or their
respective property, business, suppliers or customers, which either Party or any directors, officers,
employees, representatives, advisors or agents of a Party or its affiliated companies (collectively,
“Representatives”) provides to the other Party or to any Representatives of the other Party at any
time, together with analyses, compilations, studies, notes, financial information or other
documents (collectively, “Analyses”), whether prepared by either Party or by others, which contain
or otherwise reflect such CI. Any written CI may be clearly labeled “Confidential Information.” Any
CI transmitted orally or visually may be clearly identified as such by the Disclosing Party at the
time it is disclosed. Failure to designate or label CI as such at the time of disclosure does not
prevent either Party from designating such information as CI.

3. Nondisclosure of Confidential Information.

(a) Welocalize and Counterparty each agree not to use any CI disclosed to it by the other Party
for its own use or for any purpose other than to carry out discussions concerning, and the
undertaking of, the Relationship. Neither Party shall disclose or permit disclosure of any CI of the
other Party to any third parties or Representatives other than Representatives who are required
to have the information in order to carry out the discussions regarding the Relationship. Each
Party shall require its Representatives who have access to the CI of the other Party to sign a
nondisclosure agreement prior to granting such individual access to CI that requires such
individual to protect CI in substantially the same manner required by this Agreement. Each Party
agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure
or use of CI of the other Party in order to prevent it from falling into the public domain or the
CF-005.024
Revision 07
Originator: Emilia Cotrone
Approver: Michelle Gao
Date: 06/07/2023
Applicability: Global Confidential 1
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MUTUAL NONDISCLOSURE AGREEMENT

possession of persons other than those persons authorized under this Agreement to have any
such information. Such measures shall include, but not be limited to, the highest degree of care
that the Receiving Party utilizes to protect its own CI of a similar nature, which shall be no less
than reasonable care. Each Party agrees to notify the other in writing of any actual or suspected
misuse, misappropriation, or unauthorized disclosure of CI of the Disclosing Party which may
come to the Receiving Party’s attention.
(b) Notwithstanding the above, neither Party shall have liability to the other with regard to any
CI of the other Party which the Receiving Party can prove: (i) was in the public domain at the time
it was disclosed or has entered the public domain through no fault of the Receiving Party; (ii) was
known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by
files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the
Disclosing Party; (iv) was independently developed by the Receiving Party without any use of the
CI of the Disclosing Party by employees of the Receiving Party who have not had access to the
CI, as demonstrated by files created at the time of such independent development; (v) becomes
known to the Receiving Party, without restriction, from a source other than the Disclosing Party
without breach of this Agreement by the Receiving Party and otherwise not in violation of the
Disclosing Party’s rights; (vi) is disclosed pursuant to the order or requirement of a court,
administrative agency, or other governmental body; provided, however, that the Receiving Party
shall provide prompt notice of such court order or requirement to the Disclosing Party to enable
the Disclosing Party to seek a protective order or otherwise limit such disclosure.
(c) In the event that a Party is requested or required, by subpoena, deposition, interrogatories,
request for document production, court or administrative order or legal process, to disclose any
CI, that CI has been made available to the Party, or the fact or substance of any discussion about
any possible Relationship, that Party shall provide the other Party with prompt notice of any such
request so that the other Party may seek, at its expense, an appropriate protective order or waive
compliance with the this Agreement. If, in the absence of a protective order or waiver, a Party is
compelled, in the opinion of counsel, to disclose any CI, that Party may furnish only that portion
of the CI that such Party is legally compelled or is otherwise required to disclose or else stand
liable for contempt or suffer other material censure or material penalty; provided, however, that
such Party must use reasonable efforts to obtain reliable assurance that confidential treatment
will be accorded any CI so disclosed.

4. No Modification and Return of Materials. Each Party agrees that it shall not modify,
reverse engineer, decompile, create other works from or disassemble any software programs
contained in the CI of the other Party unless permitted in writing by the Disclosing Party. Any
materials or documents that have been furnished by one Party to the other in connection with the
Relationship shall be promptly returned by the Receiving Party, accompanied by all copies of
such documentation, within thirty (30) days after (a) the Relationship has been rejected or
concluded or (b) the written request of the Disclosing Party, except one (1) copy for the Receiving
Party’s legal archives.

5. No Rights Granted and No Warranty. Nothing in this Agreement shall be construed as

granting any rights under any patent, copyright or other intellectual property right of either Party,
nor shall this Agreement grant either Party any rights in or to the other Party’s CI other than the
limited right to review such CI solely for the purpose of determining whether to enter into the
Relationship. Each Party (a) acknowledges that neither Party makes any representation or
warranty, either express or implied, as to the accuracy or completeness of any information

CF-005.024
Revision 07
Originator: Emilia Cotrone
Approver: Michelle Gao
Date: 06/07/2023
Applicability: Global Confidential 2
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MUTUAL NONDISCLOSURE AGREEMENT

(regardless of whether considered CI subject to the confidentiality obligations hereof), and (b)
agrees, to the fullest extent not prohibited by law, that neither Party shall have any liability to the
other Party on any basis (including, without limitation, in contract, tort, under federal or state
securities laws or otherwise) as a result of the Relationship, or the review of the CI of the other
Party, except for actions or conduct that otherwise constitutes a breach of this Agreement.

6. Term. The foregoing commitments of each Party shall survive any termination of the
Relationship, and shall continue for a period terminating on the later of: (a) three (3) years from
the date on which CI is last disclosed hereunder or (b) if the CI continues to remain confidential,
until such time as such CI disclosed is no longer confidential information; provided, however, that
any CI which constitutes a trade secret shall remain subject to the non-disclosure and non-use
restrictions in this Agreement until such CI ceases to be a trade secret.

7. Remedies; Indemnification. Welocalize and Counterparty each agree that its obligations
set forth in this Agreement are necessary and reasonable in order to protect the Disclosing Party
and its business. Each Party expressly agree that due to the unique nature of the Disclosing
Party’s CI, monetary damages would be inadequate compensation for any breach by the
Receiving Party of its obligations set forth in this Agreement. Accordingly, each Party agrees that
any such violation or threatened violation shall cause irreparable injury to the Disclosing Party
and that, in addition to any other remedies that may be available, in law, in equity or otherwise,
the Disclosing Party shall be entitled (a) to seek to obtain injunctive relief against the threatened
breach of this Agreement or the continuation of any such breach by the Receiving Party, without
the necessity of proving actual damages, and (b) to be indemnified by the Receiving Party from
any loss or harm, including but not limited to attorney’s fees, arising out of or in connection with
any breach or enforcement of the Receiving Party’s obligations under this Agreement or the
unauthorized use or disclosure of the Disclosing Party’s CI. In no event shall a Party be liable to
the other Party hereto for any lost or prospective profits or any other special, punitive, exemplary,
consequential, incidental, or indirect losses or damages under or in respect of this Agreement or
for any failure of performance related hereto howsoever caused, whether or not arising from such
Party’s sole, joint or concurrent negligence.

8. General. The terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the Parties, provided that Disclosing
Party’s CI may not be assigned without the Disclosing Party’s prior written consent unless the
assignee shall be the assignee’s successor entity. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, then such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such provision were
so excluded and shall be enforceable. This Agreement shall be governed in accordance with the
laws of the State of Delaware, without giving effect to principles of conflicts of law. Any term of
this Agreement may be amended with the written consent of Welocalize and Counterparty. This
Agreement constitutes the entire agreement between the Parties hereto pertaining to the subject
matter hereof and merges all prior negotiations and drafts of the Parties with regard to the
transactions and/or relationships contemplated herein.

~signatures on following page~

CF-005.024
Revision 07
Originator: Emilia Cotrone
Approver: Michelle Gao
Date: 06/07/2023
Applicability: Global Confidential 3
 WELOCALIZE, INC.
MUTUAL NONDISCLOSURE AGREEMENT

The Parties have executed this Mutual Nondisclosure Agreement as of the date last below written.

Welocalize, Inc. Counterparty

_______________________________ _______________________________
Brennan Smith
By: ____________________________ By: ____________________________

Head of Service Line Delivery

Title: ___________________________ Title: ___________________________

June 8, 2023
Date: __________________________ Date: ___________________________

CF-005.024
Revision 07
Originator: Emilia Cotrone
Approver: Michelle Gao
Date: 06/07/2023
Applicability: Global Confidential 4