Worker Agreement

Background

SpeechInk, Inc. (Company) engages freelance Workers that have the necessary qualifications, experience and abilities to provide transcription and editing services in connection with the business of the Company and its final transcriptions defined as Work Product. The Worker is agreeable to providing such services to the Company, on the terms and conditions as set forth in this Agreement. IN CONSIDERATION for the above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which considerations is hereby acknowledged, the parties to this Agreement as follows:

Engagement

The Company hereby agrees to engage the Worker to provide the Company with services consisting of transcription, captioning, translation, and editing services that result in final transcripts, captions, or translations, collectively known as Work Product. The Worker may elect to accept or reject any engagement at any time.

Term of Agreement

The term of this Agreement will begin on the date the Worker accepts the Agreement and will remain in full force until terminated by either Company or Worker with written notice or by non-acceptance of an engagement for more than six months.

Performance and Work Product

Both parties agree to do everything necessary to ensure that the terms of the Agreement are met. All engagements are completed on the Worker’s own schedule and own facility. All Work Product is considered “work for hire” and owned by Company. All work must be original and Worker may be held liable for any unoriginal work.

Compensation

For the services provided by the Worker under this Agreement, the Company will pay to the Worker compensation based on the prevailing rate that the Worker voluntarily agrees to. Such rate may vary from time to time. Compensation is only due for Work Product that is delivered on-time and that meets Company quality requirements. Compensation will be payable based on a periodic payment schedule set by Company. Such payment schedule may change from time to time, but will the frequency of payments will be at least every two weeks.

Confidentiality

The SpeechInk Worker Confidentiality Agreement is hereby incorporated into this Agreement.

Additional Compensation

The Worker acknowledges that compensation provided in the Agreement constitutes full monetary compensation for the transcription and editing services performed. Accordingly, there will be no additional compensation.

Assignment

The Agreement is a personal one, being entered into in reliance upon and in consideration of the personal skill and qualifications of the Worker. The Worker will not voluntarily or by operation of law assign or otherwise transfer the obligations incurred pursuant to the terms of this Agreement.

Independent Contractor

It is expressly agreed that the Worker is acting as an independent contractor and not as an employee in providing the services hereunder. The Worker and the Company acknowledge that this Agreement does not create a partnership or employment relationship between them.

Expenses

As an Independent Contractor, the Worker is responsible for providing his or her own computer, workspace, tools, insurance, etc. Company will not reimburse worker for any expenses incurred.

Speechpad Account

The Worker will not disclose his or her Speechpad.com username or password to anyone, and will not allow or enable anyone to sign into or otherwise access his or her speechpad account. The Worker will not create more than one Speechpad account. If Company becomes aware of Worker’s violation of any part of this agreement, Company may terminate or suspend Worker’s Speechpad.com account.

Qualifications, Ratings, and Assessment Tests

The Worker will not utilize or attempt to obtain answers to any Speechpad tests, including those tests used to obtain qualifications, establish an initial rating, or assess Worker competency levels. If the Worker becomes aware of any such answers being offered or publicly available, the Worker will immediately advise the Company.

Modification of Agreement

SpeechInk may modify this Agreement from time time time. In such cases, the modified Agreement will be available on the Speechpad.com website, and the Worker’s continued use of the website will constitute acceptance of the modified Agreement.

Time of the Essence

Time will be of the essence in this Agreement and of every part hereof. No extension or variation of this Agreement will operate as a waiver of this provision.

Severability

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Currency

Unless otherwise provided for all monetary amounts referred to herein will be paid in US dollars.

Governing Law

It is the intention of the parties to this Agreement that this Agreement and the performance under this Agreement and all suits and special proceedings under this Agreement be construed in accordance with and governed, to the exclusion of the law of any other forum, by the Laws of the State of California, without regard to the jurisdiction in which any action or special proceeding may be instituted.