INDEPENDENT CONTRACTOR AGREEMENT

Contractor Name (first and last Matheus Almeida

name if individual or full legal
name if company):

Contractor Representative (SAME Matheus Almeida

if Contractor is an individual):

Address: Rua Padre Nobrega 30/301 Bloco 5

Bairro Paineiras

Juiz de Fora Minas Gerais

Brasil

Social Security # (if Contractor is

US resident):

EIN # (a.k.a. FEIN, FIN, Employer

ID or Tax ID (if Contractor is US
Company):

I. Independent Contractor Status

Contractor, including without limitation, Contractors agents, employees, subsidiaries, divisions, affiliates and related entities
and companies (hereinafter Contractor), expressly acknowledges and agrees that any and all services (Services) rendered
by Contractor for, to, or on behalf of TransPerfect Translations International, Inc. or any of its subsidiaries, affiliates,
divisions, and related entities and companies (the Company) and Companys clients (Clients) are done so as an
independent contractor, pursuant to this Independent Contractor Agreement (Agreement). Contractor further expressly
acknowledges and agrees that Contractor is NOT an employee of the Company and hereby represents and warrants that:
1) Contractor will not be entitled to any of the benefits which the Company may make available to its employees,
including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Contractor further
agrees that Contractor will not under any circumstances claim or seek any entitlement to any of the benefits which the
Company has made available to its employees.
2) Contractor is not authorized to make any representation, contract or commitment on behalf of the Company.
3) Contractor shall exclusively provide the equipment, supplies, and all other materials necessary for Contractors
performance of the Services hereunder. Such equipment, supplies, etc. shall include, but are not limited to, books and

TransPerfect Translations p. 1 of 7
TPT 074 rev. 8 4 June 2013
Contractor Initials: _______
 reference materials, dictionaries, facsimile equipment, beepers, cellular phones, PDA devices, personal computers,
and special software packages, or other equipment used in performing the services.
4) Contractor is responsible for all the products and Services provided by Contractor, or any employee or individual
working for the Contractor.
5) The Company will NOT withhold any taxes from Contractor fees regardless of whether or not the Contractor is an
individual or a company.
6) The Company will report Contractors gross fees as may be required by federal, state and local law on an IRS Form
1099 if Contractor is in the US.
7) Contractor is solely responsible for the payment and filing of all applicable federal, state, or other applicable taxes,
income or otherwise, incurred or due as a result of the receipt of gross fees under this Agreement, and Contractor will
file, on a timely basis, all tax returns required to be filed by any federal, state, local or other tax authority with respect
to the receipt of gross fees under this Agreement. Contractor shall indemnify, defend and hold harmless Company
and its officers, directors, employees, Clients agents and others considered responsible persons under applicable state,
federal or local law for Companys costs incurred in connection with Contractors failure to pay any required taxes
pursuant to this Agreement.
8) Contractor represents and warrants that it has obtained any and all applicable federal, state, city and other necessary
business license(s) and permit(s) and insurance to perform the Services required pursuant to this Agreement; and
Contractor has an established business as evidenced by business cards, letterhead, and business resume with
established credentials. If Contractor is a legal entity, Contractor represents and warrants that it is validly existing and
in good standing in the state or jurisdiction of origination.
9) Contractor is NOT covered under any of the Companys insurance policies (including but not limited to: disability
insurance, workers compensation insurance, unemployment insurance, etc.)
10) The Company may terminate the use of Contractors service at any time without cause and without further obligation,
except for payment due for satisfactorily performed Services prior to the date of termination.
11) By executing this Agreement, and Contractors performance of Services to the Company under this Agreement,
Contractor is not violating any agreement between Contractor and another third party.
12) Contractor may perform Services for any translation/interpreting company or other companies or individuals,
provided such performance is compliant and consistent with Contractors obligations contained within this
Agreement.
13) The Company will not regularly observe or supervise Contractor while Services are performed pursuant to the
Agreement and the Company will not regularly provide directives regarding the specifics of the Services being
performed by Contractor.
14) The Company will not set definite and regular hours for Contractors performance of Services hereunder.
15) If performing translation Services, Contractor generally shall not do so on the premises of the Company or at a
location established by the Company. The Client for which such Services are being performed may designate, in its
discretion, a location where Contractor shall perform such translation services.
16) Contractor retains the right to accept or reject any assignment.
17) Contractor will not be reimbursed for usual and ordinary expenses which are incurred in connection with the
performance of Services pursuant to this Agreement.
By signing this Agreement, Contractor expressly acknowledges and agrees that Contractor has read the terms and conditions
of this Agreement.

TransPerfect Translations p. 2 of 7
TPT 074 rev. 8 4 June 2013
Contractor Initials: _______
Contractor must immediately notify the Company in writing if Contractor is unable to comply with the terms and conditions of
Contractors this Agreement, The Company reserves the right to immediately, with or without notice and in its sole discretion,
suspend or terminate this Agreement and any open assignment being performed by Contractor.

II. Services
1) Contractor represents and warrants that Contractor is not presently debarred, suspended, proposed for disbarment,
declared ineligible, or voluntarily excluded from covered transactions by any United States or foreign government
department or agency, and more specifically that Contractors name does not appear on the FDA/ORA Debarment
List. In addition, Contractor represents and warrants that any person or entity performing work with or for Contractor,
as agreed upon in writing with the Company, is not presently debarred, suspended, proposed for disbarment, declared
ineligible, or voluntarily excluded from covered transactions by any department or agency as described within this
section.
Contractor represents and warrants that Contractors nor any individual or entity performing Services or employed or
contracted with or for Contractor, does not appear any United States Department of the Treasurys Specially
Designated Nationals and Blocked Persons List.
In the event that Contractor becomes aware of or receives notice of the debarment of any individual, corporation,
partnership, or association providing Services to Contractor which relate to the Services being provided under this
Agreement, Contractor agrees to immediately notify Company.
Contractor represents and warrants that both Contractor and the Services provided by Contractor hereunder shall
comply with all applicable laws and regulations, including but not limited to, applicable international, federal, state
and local regulations, laws and ordinances.
2) Contractor agrees to provide Services in accordance to the Companys specifications, to complete all assignments
previously accepted by Contractor and to have work reviewed by the Company and/or an independent third party. If
it is determined that Contractor has returned, in Companys sole opinion, sub-standard, deficient or incomplete work,
the Company has the right to withhold and/or reduce payment and terminate this Agreement.
3) Contractor warrants that the intellectual property and Services Contractor will produce will be original and will not
infringe any third party's patents, trademarks, trade secrets, copyrights or other proprietary rights. To the extent that
Contractor is required to incorporate a third party's proprietary materials into the intellectual property and Services,
Contractor produces for Company or Companys Clients, Contractor will obtain all authorizations necessary for such
incorporation and will obtain such permissions as are required by Company or Companys Clients to allow Company
or Companys Clients to fully exploit the intellectual property and Services produced by Contractor.
4) Contractor understands that during an assignment Contractor must adhere to deadlines and project requirements as
delineated by the Company or Companys Client, and provide summaries of Services upon request.

III. Confidentiality and Ownership

1) Contractor understands that Contractor will, in the course of providing Services to the Company, be exposed to and
have access to sensitive and confidential matters, and that Contractor is required to maintain strict confidentiality
over all products, designs and matters which come to Contractors attention through the Company directly or
indirectly. "Confidential Information" means proprietary information, technical data, trade secrets or know-how of
Company or Companys Clients, including, but not limited to, research, product plans, products, services, customers,
customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings,
engineering, hardware configuration information, marketing, finances or other business information, or information
prepared for litigation purposes or that may be subject to the attorney-client, attorney work product or other
applicable privileges or immunities that the Client is providing to TransPerfect without waiver of any such privileges,
that is disclosed to the other party, either directly or indirectly, in writing, orally or by drawings or inspection of

TransPerfect Translations p. 3 of 7
TPT 074 rev. 8 4 June 2013
Contractor Initials: _______
 samples, equipment or facilities, pursuant to this Agreement. Contractor agrees that Contractor shall not, during or at
any time following the execution of this Agreement, use or disclose in any manner any Company Confidential
Information or the information of a Company Client.
2) Contractor agrees that all Company or Client Confidential Information is the property of the Company and/or its
Client and may not be disclosed, without the express written consent of the Company and its Client.
3) Except in connection with the performance of Contractors Services hereunder, Contractor shall not, during the term
of this Agreement and for a period of 18 months following the termination hereof, attempt to contact directly or
indirectly any Client for whom Contractor was referred by the Company in the performance of Services, without
prior written consent from the Companys Chief Executive Officer.
4) Contractor agrees, during the term of this Agreement and for a period of 18 months following the termination hereof
not to induce or attempt to influence, directly or indirectly, any employee or subcontractor of the Company to
terminate his/her employment with Company
5) All work product, including but not limited to, computer files, concepts, designs, discoveries, drawings, inventions,
models, plans, programming, schedules, specifications, technical documentation, software, translations, translation
materials, or source code (Work Product) produced in connection with the performance of Contractors obligations
under this Agreement shall become the property of Company and Companys Clients and Company and Companys
Clients shall obtain all right, title and interest in such Work Product, including but not limited to exclusive copyright,
trademark or any other intellectual property interest or right. Work Product shall be deemed work for hire as such
term is defined under United States or international law. To the extent any such materials do not qualify as work for
hire under applicable law, and to the extent they include materials subject to copyright, patent, trade secret, or other
proprietary rights protection, Contractor hereby assigns to the Company all rights, title, and interest in and to all
Work Product. To the extent Contractor has any rights in the same; Contractor hereby waives all enforcement of such
rights.
6) Contractor shall indemnify, defend and hold harmless Company and each Company affiliate, and their respective
customers, Clients, employees, officers, directors, shareholders, successors and assigns, from any and all Losses (as
defined below) that arise from, are connected with, are attributable, or are otherwise related to any and all claims that
any goods, deliverables, Work Product or Services provided to Company or any Company affiliate infringes another
partys patent, copyright, trade secret, or trademark or other intellectual property or proprietary right. (Losses) shall
mean all losses, liabilities, damages and claims, and all related costs and expenses (including any and all reasonable
legal fees, expert witness fees and reasonable costs of investigation, litigation, settlement, judgment, appeal, interest
and penalties) incurred by Company, Companys Clients, and any of their affiliates.
7) Contractor agrees to immediately refuse cooperation and/or notify the Company in case of any conflicts of interest.
8) Contractor agrees not to discuss any negotiated compensation (NC) received from the Company with
representatives from any organization other than the Company, including but not limited to other independent
contractors, vendors and Clients of the Company. Any discussion of NC with Clients or any other linguists working
with the Company is strictly prohibited.

IV. Miscellaneous
Contractor understands that this Agreement, and the rights and obligations relating hereto, applies to the Company and all
its subsidiaries, affiliates, divisions, and related entities and companies.
Contractor shall indemnify, defend and hold harmless Company and each Company affiliate, and their respective
customers, Clients, employees, officers, directors, shareholders, successors and assigns, from any and all Losses (as
defined below) that arise from, are connected with, are attributable to Contractors breach of this Agreement. Contractor
understands that all assessment and certification materials are the sole property of the Company and shall not be
distributed, disseminated or imparted to any third party (in any physical, electronic or verbal form) without the express

TransPerfect Translations p. 4 of 7
TPT 074 rev. 8 4 June 2013
Contractor Initials: _______
 written permission of the Company. Contractor agrees not to discuss Contractors participation in the assessment and
certification process with any third party (in any written or verbal form), regardless of the results. Contractor understands
that samples completed for the Companys assessment are NOT subject to payment, and that the completion of any and all
translation, proofreading and/or quality management assessment is voluntary. Contractor understands that the Company
does not use Contractor test samples or any other application materials for profit, or for any purposes other than for the
assessment and confirmation of Contractors qualifications. Contractor understands that Contractor assessments are
subject to review by the Companys internal and/or external linguists to whom this responsibility is assigned, and that the
assessment reports issued are final, binding, and not subject to challenge.
Contractor represents and warrants that Contractor will, upon request, at the conclusion of an assignment, or in the event
that Contractor is not retained to perform or to continue to perform an assignment or Services, delete and/or destroy all
source files, documents, software, and any other materials and Confidential Information provided by the Company to
Contractor at any time in connection with such assignment.
Contractor authorizes the Company to maintain and store, consistent with applicable law and for legitimate business
purposes, data regarding Contractor.
The Company reserves the right, in its sole discretion, to conduct, or have a third party conduct audits of Contractors
facilities, business practices, and any other matters reasonably relating to the performance of Contractors Services
hereunder. Contractor acknowledges that the Companys right request and conduct such audits is a condition of
Contractors engagement hereunder, and Contractor agrees to cooperate fully in such audits. Although the Company,
where practicable, will endeavor to provide advance notice to Contractor of its intent to conduct an audit, the parties agree
that the Company may conduct an unannounced audit.
Checks issued by Company for payment of all Services and/or goods under this contract shall be presented by Contractor
for payment within, but not exceeding, one hundred twenty (120) days after the date of issuance of the check or the
obligation will be deemed discharged. Failure to present check within the one hundred twenty (120) -day stipulated period
after issuance of the check will discharge Companys underlying obligation to make payment.
Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality,
validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
This Agreement constitutes the entire agreement and understanding between the parties relating to this subject matter and
supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement may
only be changed by mutual agreement of authorized representatives of the parties in a signed writing.
This Agreement is governed and construed by the laws of the State of New York, United States without regard to conflict
of law principles. This Agreement will be in full effect from the date it is signed and will remain in effect for 18 months
after Contractors last performed service for the Company, unless terminated earlier by either party with or without notice.
Contractor acknowledges that any actual or threatened breach of this Agreement may cause Company immediate and
irreparable harm that cannot be adequately compensated by monetary damages, and therefore agrees that the Company
shall be entitled to seek equitable and injunctive relief for actual or threatened breach of this Agreement in addition to any
other remedies available at law or otherwise.
In the event of a dispute, both parties agree to submit it to binding arbitration in New York City by the American
Arbitration Association. Legal costs shall be paid as determined by the arbitrator.
The above is understood and hereto agreed.

TransPerfect Translations p. 5 of 7
TPT 074 rev. 8 4 June 2013
Contractor Initials: _______
 Signed Date

Position (if representing a company) Date

TransPerfect Translations International, Inc. Date

TransPerfect Translations p. 6 of 7
TPT 074 rev. 8 4 June 2013
Contractor Initials: _______
 Addendum 1
Prohibition Regarding the Use of Google Translate or Other Tools That Do Not
Guarantee Confidentiality of Material
Contractor Name (first and last name if
individual or full legal name if company): Matheus Almeida

As a condition of accepting any source materials or files from TransPerfect Translations International
Inc. or any, subsidiary, division, affiliate, related entity or any entity under common control or ownership
(TransPerfect or Company), you agree not to upload, transmit or send in hardcopy or electronic form,
any such source materials or files to any external or web-based software, tools, repositories or Services
(such as, but not limited to "Google Translate") which have End User Licensing Agreements that claim
ownership of material or in any way do not guarantee the confidentiality of the material. You further
agree not to donate, sell or distribute in any manner, any Translation Memory to any public or private
Translation Memory Amalgamator (such as, but not limited to TAUS) as these memories contain our
Clients confidential source material.

By submitting source materials or files to certain external or web-based software, tools, repositories or
Services (such as, but not limited to "Google Translate"), you may be granting a third party permission to
permanently retain, use and promote those source materials or files. This constitutes a direct violation of
the Confidentiality and Ownership provision (Section III) of the Independent Contractor Agreement you
have signed. If we determine that any of our or our Clients confidential information becomes public
through any action you or any party you have disclosed such confidential information to, have taken in
violation of this or any other agreements you have signed, TransPerfect and/or our Client may hold you
liable for any such breach of confidentiality.

____________________________ January 16, 2017

Signed Date

____________________________
Position (if representing a company)

___________________________ _______________________
TransPerfect Representative Date

TransPerfect Translations p. 7 of 7
TPT 153 rev. 1 03-Aug-11
Contractor Initials: _______