Paradise Welfare Local Pub Wab R 306 09

WAB-R 306.09

PUBLICATION AND DISTRIBUTION AGREEMENT

This Publication and Distribution Agreement (“Agreement”) is entered into by and between NCS Pearson, Inc., a Minnesota Corporation, with its corporate and Clinical Assessment offices located at 5601 Green Valley Drive, Bloomington, MN 55437, U.S.A. (“NCS Pearson, Inc. and Clinical Assessment are hereafter referred to as “Pearson” unless reference to the legal entity is necessary for clarity), and Paradise Welfare Foundation, having its principal offices at 116-39 Jangchungdong 2 ga Jungo, Seoul, KOREA (“Local Publisher”).

WHEREAS, Pearson is the copyright holder or exclusive worldwide publishing and distribution licensee of the copyright holder for various psychological and educational assessment instruments (defined and identified hereinbelow as the “Test(s)”); WHEREAS, Pearson has the right to adapt certain of those Test(s) into the Target Language (as defined hereinbelow) for distribution within the Territory (as defined hereinbelow); WHEREAS, Local Publisher has the professional capability to translate and culturally adapt certain of those Test(s) into the Target Language and to market and Distribute (as defined hereinbelow) those Translated Test(s) (as defined hereinbelow) to qualified Customers (as defined herein below) within the Territory; AND WHEREAS, Pearson and Local Publisher desire to enter into a contractual arrangement under which Local Publisher will translate and culturally adapt certain of the Test(s) into the Target Language (using the method for the translation as described hereinbelow) and, where appropriate, modify or create locally accurate Local Test(s) Data (as defined hereinbelow) supportive of the Translated Test(s) for Distribution to qualified Customers in the Territory, NOW THEREFORE, in consideration of the premises and the mutual agreements contained herein, Pearson and Local Publisher agree as follows: 1. Definitions. For purposes of this Agreement, the following definitions will apply:

1.1. “Confidential Information” of a party means all trade secrets and confidential

information pertaining to that party’s business and management, including without limitation any of its proprietary or trade secrets, technology, or business records, excluding information:

i. that is or becomes publicly available through no fault of the other party; ii. that is disclosed with the prior written consent of such party; iii. that is disclosed pursuant to a court order or other legal compulsion; or iv. that is independently developed without use of the other party’s Confidential

Information. Confidential Information or trade secrets may be (but are not required to be) marked as Confidential Information or trade secrets by the disclosing party.

WAB-R Publication and Distribution Agreement 2/28 Paradise Welfare Foundation

CONTRACT IS HELD BY PEARSON AS A TRADE SECRET. DO NOT DISCLOSE.

1.2. “Contractor” means any individual or organization other than the Local Publisher that performs any portion of this Agreement. If Local Publisher uses Contractors to perform any portion of this Agreement, Local Publisher must obtain, from each Contractor, the Contractor’s written agreement to at least the provisions of Sections 2.5 (Quality), 4 (Warranties), 6 (Product Marks and Intellectual Property Rights), 8 (Additional Covenants), 9 (Confidential Information), 10 (Limitation of Liability), 11.1 and 11.3 (Indemnification), and 14 (General) of this Agreement.

1.3. “Customer” means a qualified purchaser of the Translated Test(s) (as further set forth in Section 8.3), within the Territory.

1.4. “Distribution” means a sale of any portion of the Local Publication(s) by Local Publisher to a Customer, and the word "Distribute" as used in this Agreement will have the corresponding meaning.

1.5. “Effective Date” means the date this Agreement is signed by Pearson. 1.6. “including” and “includes” will be deemed to be followed by the statement “without

limitation” and neither of such terms will be construed to limit any word or statement that it follows to the specific or similar items or matters immediately following it.

1.7. “Intellectual Property Rights” means all intellectual property rights and interests including, without limitation: (i) all copyrights and copyrightable subject matter, including any and all worldwide applications, registrations, renewals and extensions thereof and all rights of reproduction and publication, rights to create derivative works and all of the rights incident to copyright ownership including but not limited to neighboring rights and database rights; (ii) all trade secrets and confidential information, all technology, ideas, know-how and proprietary processes and formulae; (iii) all inventions, designs, models, mask works, patents and pending patent applications; (iv) all product marks (defined as any and all trademarks, trade names, service marks, logos and other commercial symbols of Pearson or its licensors, associated at any time with the Test(s), Test(s) Data, Local Test Data, or Translated Test(s), whether registered or unregistered) and pending trademark applications applicable to the Test(s), Test(s) Data or Translated Test(s); and (v) all causes of action heretofore and hereafter accrued in favor of the owner of such intellectual property rights for infringement of any one or all of the aforesaid intellectual property rights.

1.8. “Local Normative Data” means, for each Test for which data is collected by Local Publisher and used in the creation of local norms or norm references for the Local Publication(s), a complete and correct raw data file, including (a) a complete list of all background variables used (e.g. sex, age, educational level (own or parents depending on the test), geographical region, etc.); (b) raw data on Test item responses, arranged in such a way that each Test item can be identified (for example, belonging to a certain subtests/scale and having a specific Test item number); and (c) keys identifying each category of data collected for each Test, describing how different kinds of data have been labeled and entered. Local Normative Data also includes the norms tables published in the Local Publication and any conversion formula(s) created for use of the Local Normative Data with the Tests.

1.9. “Local Publication(s)” means and includes the Translated Test(s), the Local Test(s) Data, and all promotional material for the Local Publication(s). Local Publication(s)



further means and includes all production files and programs (and documentation) in any media for all Local Publication(s).

1.10. “Local Test(s) Data” means and includes any or all of the following: Test(s) items, scales, raw scoring information, Local Normative Data (as defined herein), item weights, profiles, base-rate conversion tables, reference-sample norming tables, reporting formats, and related materials adapted, translated, created, prepared, devised, and combined for the administration, scoring, reporting, and analysis of the Translated Test(s) or for use with the Translated Test(s), together with all revisions and derivative works of the Translated Test(s), and includes artwork, words, numbers, letters, or other verbal or numerical symbols of indicia and the combinations and compilations of the foregoing, used to express or represent concepts, relationships, facts or other information in any language format or medium now or hereafter known or developed, and includes any derivative of the Test(s) Data created by Local Publisher pursuant to Section 2.1 of this Agreement.

1.11. “Product Mark(s)” means any trademarks, trade names, service marks, logos and other commercial symbols of Pearson or its licensors, associated at any time with the Test(s) or Translated Test(s), whether registered or unregistered, including, but not limited to those identified on the attached Schedule B.

1.12. “Target Language” means Korean. 1.13. “Taxes” means all taxes, imposts, duties, rates, levies, assessments and government

fees or dues lawfully levied, assessed or imposed, including, without limitation, sales, goods and services, excise, use, withholding, property and value added taxes and import, export and custom duties.

1.14. “Term” means, the combination of the Initial Term (as defined in this Section 1.14) continuous through any Renewal Term(s) (as defined herein), if any, in current effect. This Agreement will commence on the Effective Date and, subject to the early termination provisions contained in this Agreement, continue until seven (7) years after the Effective Date (the “Initial Term”), at which time this Agreement will automatically expire without any requirement for written notice. After expiration of the Initial Term, Pearson has no obligation to renew this Agreement or to extend Local Publisher’s Distribution rights related to the Local Publication(s). In the event that Pearson, in its sole discretion, offers to extend this Agreement after its Initial Term, each such period will be a “Renewal Term”, but no such extension will become effective until it has been documented in writing and signed by both parties.

1.15. “Territory” means Korea. 1.16. “Test(s)” means the psychological and/or educational assessment instrument(s) set forth

with specificity on Schedule A hereto. 1.17. “Test(s) Data” means and includes any or all of the following: Test(s) items, scales, raw

scoring information, normative data, item weights, profiles, base-rate conversion tables, reference-sample norming tables, reporting formats, and related materials created, prepared, devised, and combined for the administration, scoring, reporting, and analysis of the Test(s), together with all revisions and derivative works of the Test(s), and includes artwork, words, numbers, letters, or other verbal or numerical symbols of indicia and the combinations and compilations of the foregoing, used to express or represent concepts,



relationships, facts or other information in any language format or medium now or hereafter known or developed.

1.18. “Translated Test(s)” means the version(s) of the Test(s) as translated or culturally adapted into the Target Language and produced by Local Publisher pursuant to this Agreement. When Local Test(s) Data (as defined herein) is produced by Local Publisher, such Local Test(s) Data is included in the definition of Translated Test(s).

2. Commission.

2.1. Subject to the provisions of this Agreement and the limitations and restrictions contained in Section 2.2 and elsewhere in this Agreement, Pearson hereby commissions Local Publisher to prepare the Translated Test(s) and Local Test(s) Data at Local Publisher’s sole cost and expense (including reasonable costs of validation of such Translated Test(s) and the creation of the Local Test(s) Data). Local Publisher will prepare an accurate and idiomatic translation of the Test(s) into the Target Language, using the exact order and form of instructions and Test(s) questions/items that appears on the Test(s) as published in English by Pearson;

2.2 Pearson will own all rights, title, and interest in the Local Publication(s). The Local

Publication(s) are hereby agreed to be deemed “Works Made For Hire” for Pearson as defined under U.S. Copyright law, to the extent allowable. Local Publisher hereby grants, assigns, and transfers to Pearson any and all Intellectual Property Rights it may have, or in the future be deemed to have, in the Local Publication(s). Local Publisher agrees to sign any additional assignment and similar documents as reasonably requested by Pearson to fulfill the intent of this subpart, such as copyright assignment registration. To the extent any such rights cannot be assigned or waived under applicable law, Local Publisher hereby irrevocably and unconditionally waives all rights to any claim against Pearson and/or its affiliates and/or its licensors for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in the Local Publication(s). Except for the license explicitly granted under this Agreement, no proprietary rights in or to the Local Publication(s) are granted by Pearson to Local Publisher by virtue of this Agreement. Exclusive ownership rights in and to the Local Publications are reserved solely to Pearson.

2.3 If Local Publisher contracts with any Contractor(s) to translate and adapt the Test(s) or

create any part of the Local Publication(s), it will do so pursuant to a written agreement, which shall provide (a) that the work performed by the Contractors will be a Work Made For Hire for Pearson as defined under U.S. Copyright law, to the extent allowable, (b) that the Contractor thereby grants, assigns and transfers to Pearson any and all Intellectual Property Rights it may have, or in the future be deemed to have, in such work; (c) that, to the extent any such rights cannot be assigned or waived under applicable law, the Contractor irrevocably and unconditionally waives in writing all rights to any claim against Pearson and/or its affiliates and/or its licensors and/or its licensees (including Local Publisher) for any alleged or actual infringements of any



proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in any part of the Local Publication(s) contributed by such Contractor; and (d) that the Contractor agrees to sign any additional assignment and similar documents as reasonably requested by Pearson to fulfill the intent of the provisions of Local Publisher’s agreement with the Contractor. Local Publisher will provide to Pearson a copy of all such Contractor agreements, as soon as they have been signed.

2.4 The translator may be identified on the cover of the Translated Test(s), but will not be

identified as the “Author” of the Translated Test(s). The Local Publication(s) may identify the translator(s) in type visibly smaller than that identifying the English language author(s) using an introduction in the Target Language similar to the following:

“Korean adaptation created for NCS Pearson, Inc. by: …” followed by the names and degrees (if any) of the translators.

Notwithstanding the foregoing, prior to identifying any translator(s) in or on the Local Publication(s), Local Publisher must receive from Pearson written approval of the text to be used to identify such translator(s).

2.5 Quality Requirements for Translation of the Test(s) and the Local Normative Data.

2.5.1 The Test(s) will be translated by Local Publisher into only the Target Language,

in accordance with generally accepted translation standards and procedures, and in accordance with the standards of the American Psychological Association, as documented in the publication, “Standards for Educational and Psychological Testing”.

2.5.2 Translated Test(s) will: (i) be grammatically correct; (ii) be accurate at the basic level of meaning; (iii) read naturally in the translated language; (iv) carry the same connotations in both the English and the Target Language; (v) be done by proficient and qualified speakers of the translation’s respective language; (vi) and be done under the supervision of a qualified psychologist.

2.5.3 An independently-created back translation of the Translated Test(s) into the English language will be done by Local Publisher at Local Publisher's expense in order to help Local Publisher verify the accuracy of the Translated Test(s).

2.5.4 Upon creation of the Translated Test(s) by Local Publisher and prior to any Distribution of such Translated Test(s) as permitted under this Agreement, Local Publisher will deliver the Translated Test(s) to Pearson, including the back translation and an explanation of any departures from a true and accurate translation, for approval by Pearson in accordance with the review schedule set forth on Exhibit 1 to this Agreement. Such approval will be deemed given if Pearson does not notify Local Publisher of non-approval within sixty (60) days of Person’s receipt of such Translated Test(s).



2.5.5 Local Publisher will collect and process Local Normative Data in such a manner

that the Local Normative Data is and remains readily accessible in a digital format and on a data matrix using SPSS, SAS, Statistica, or another generally accepted statistics package, as well as any other form of data retention required by the applicable test development professional guidelines.

3. License to Local Publisher; Limitations.

3.1. Subject to the provisions of this Agreement and the limitations and restrictions contained in this Agreement, Pearson hereby grants to Local Publisher a limited, exclusive, non-transferable license, which shall be effective only after Pearson’s approval of the Translated Test(s) as set forth in Section 2.5.4 above,

(a) to reproduce the Translated Test(s) in the Target Language only; (b) to Distribute the Translated Test(s) in hard-copy format only (i.e. not in

any electronic format) to qualified Customers within the Territory; (c) to utilize the Test(s) Data and/or Local Test(s) Data to create answer forms

and scoring templates that permit hand-scoring of the Translated Test(s); (d) to Distribute the hand-scorable answer sheets and scoring templates for the

Translated Test(s) in hard-copy format only (i.e. not via electronic means, nor permit electronic use of the same) to qualified Customers within the Territory;

(e) to reproduce the Translated Test(s) solely in the Territory; and (f) to create promotional materials related to the Translated Test(s).

3.2. Limitations on license grant. Subject to the provisions of this Agreement:

3.2.1. Local Publisher’s grant of marketing and Distribution rights in Section 3.1.

above does not include the right for Local Publisher to sub-license distribution of or authorize reproduction of the Local Publication(s) or any material related thereto except as may be expressly authorized in this Agreement.

3.2.2. Local Publisher will purchase from Pearson or a Pearson affiliated company any

component(s) of the Test(s) that are appropriate for use without adaptation or translation as part of the Translated Test(s). Distribution of said components is not permitted except as part of the Translated Test(s).

3.2.3. Pearson will not directly sell or supply the Local Publication(s) within the

Territory, and will refer to Local Publisher any orders and inquiries regarding Local Publication(s) within the Territory that are received by Pearson. The foregoing notwithstanding, Pearson expressly reserves the right without compensation to the Local Publisher :

(a) to distribute the Local Publication(s) in those areas not included in the



Territory; (b) to purchase the Local Publication(s) and related materials from Local

Publisher at fifty percent (50%) of Local Publisher’s published retail price, (quantity discounts to apply to reduce price further if purchased in qualifying quantities);

(c) to advertise in the Territory, at its own expense, provided such advertising will not solicit the placing of orders for Local Publication(s) directly with Pearson;

(d) to sell Local Publication(s) directly to agencies and departments of the U.S. Government for use within the Territory;

(e) to sell the Local Publication(s) directly to multinational corporations incorporated in the U.S., for subsequent export to their subsidiaries or affiliates in the Territory;

(f) to sell Local Publication(s) in the Territory to U.S. residents at conventions, seminars, and other meetings of U.S. based organizations held in the Territory; and

(g) to authorize research involving the Test(s) in the Territory regardless of whether the research involves the researcher’s translation of the Test or utilizes the Local Publication(s).

4. Representations and Warranty Regarding the Test(s).

4.1. Warranty of Pearson. Pearson warrants that it has the right to grant the license specified herein to Local Publisher and that the Test(s) Data does not infringe on any valid United States Letters Patent, copyrights, trade secrets or other proprietary rights of any third party enforceable in the United States, provided, however, that this warranty and representation will not apply to infringement resulting from (a) any additions, translations, modifications or revisions made by Local Publisher; or (b) the combination of the Test(s) Data with other items, systems or materials not supplied by Pearson. Pearson makes no other warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES, OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARISING OUT OF THIS AGREEMENT ARE HEREBY DISCLAIMED.

4.2. Warranty of Local Publisher. Local Publisher’s representations and warranties are

contained in various sections and paragraphs in this Agreement, including Section 8 (Additional Covenants).

5. Distribution and Marketing.

5.1. On an annual basis during the Term of this Agreement, Local Publisher will set forth in writing (via e-mail or letter) information regarding the Distribution and marketing activities for the Local Publication(s) that Local Publisher will undertake during the



next calendar year, and the parties will discuss Local Publisher’s budget and marketing plans for the Local Publication(s).

5.2. Local Publisher will produce regular promotional announcements and subject brochures

featuring the Local Publication(s) and mail or otherwise distribute them to relevant academics, professionals, and university and clinic settings in the Territory. Local Publisher will maintain data on the number of responses received from promotional efforts and will supply such data and copies of the promotional announcements to Pearson when reasonably requested.

5.3. In order for Pearson to effectively coordinate its international sales and marketing

efforts, Local Publisher agrees to provide information in a timely manner in response to Pearson’s reasonable requests for information pertaining to Local Publisher's marketing activities for the Local Publication(s).

5.4. Local Publisher will exhibit, at Local Publisher’s sole expense, the Translated Test(s) at

such relevant conferences in the Territory as Pearson and Local Publisher will mutually determine.

6. Product Mark(s) and Intellectual Property Rights.

6.1. Grant of Right. Subject to the terms and conditions set forth in this Agreement, Pearson grants to Local Publisher a non-exclusive, non-transferable, royalty-free license to use the Product Mark(s) only in the form in which the Product Mark(s) are registered or applied for and with appropriate notices indicating the name of the owner thereof, and such other notices and in such form as Pearson may from time to time specify, in promoting and advertising the Local Publications in the Territory.

6.2. Limitations on Grant.

6.2.1. Local Publisher will: (a) not, by act or omission, depreciate the value of the goodwill attaching to

the Product Mark(s); (b) not Distribute the Local Publication(s) under any mark other than the

applicable Product Mark(s) for such Local Publication(s) or such other marks specified by Pearson;

(c) not use or register any trademarks, service marks, logos, or other commercial symbol which are identical to, conflict with, or are confusingly similar to the Product Mark(s);

(d) not use or register any translated version of any Product Mark(s); (e) not use or register in a domain name or URL or any other web or Internet

address indicator any Product Mark(s) in whole or in part; (f) ensure that each element of the Local Publication(s) bears (i) the author

names(s) as such appear on the corresponding element of the US version of



the Test(s) and (ii) the appropriate copyright and/or trademark notice, as found on Schedule B hereto or as otherwise instructed by Pearson subject to Section 6.3 below; and

(g) not dispute or contest directly or indirectly at any time during or after the term of this Agreement, in any manner, the validity, enforceability, or ownership of the Product Mark(s).

6.3. Prior to production of the commercial version of the Translated Test(s), Local Publisher

shall consult with Pearson to confirm that the copyright and/or trademark notice(s) on Schedule B are still appropriate for use with the Translated Test(s) and to review the form of Intellectual Property Rights notices to be included on the Translated Test(s). Local Publisher shall act in conformity with Pearson’s instructions with respect to the form of Intellectual Property Rights’ notices included on the Translated Test(s).

6.4. Local Publisher will take such reasonable actions as may be required to protect the

right, title, and interest of Pearson and its licensors in the Product Mark(s) and the other Intellectual Property Rights in the Test(s) and Local Publication(s) in the Territory. Local Publisher will immediately report to Pearson any infringement or unauthorized use of, or challenge to, any of the Product Mark(s) or other Intellectual Property Rights of Pearson or its licensors of which Local Publisher becomes aware. Pearson will have the sole discretion in determining whether any action will be taken on account of any infringement, unauthorized use, or challenge of such Product Mark(s) or other Intellectual Property Rights. Pearson will have no obligation or liability to Local Publisher with respect to any act or failure to act with respect to such infringement, unauthorized use, or challenge. At the request of Pearson, Local Publisher will execute and deliver any instruments and documents and render such assistance and do such acts as may be necessary or advisable, in the opinion of Pearson, to protect and maintain the right, title, and interest of Pearson and its licensors in the Product Mark(s) and in the other Intellectual Property Rights protecting the Test(s) and the Local Publication(s).

6.5. Copyright Protection.

6.5.1 It is in the mutual interest of Pearson and Local Publisher to maintain copyright

protection for the Local Publication(s) in all places where the Local Publications may be distributed. Local Publisher shall, at its own expense, undertake, complete, and adhere to all formalities and requirements of law necessary or advisable in order to secure and maintain copyright protection for each Local Publication in the name of Pearson or recording Pearson as assignee thereof as allowable (unless otherwise instructed by Pearson).

6.5.2 If copyright registration is required or advisable in any part of the Territory,

Local Publisher shall be responsible for making the registration, at its own expense, in Pearson’s name or recording Pearson as assignee thereof as allowable, but shall consult with Pearson in advance of doing so and will act in



conformity with any written instructions provided by Pearson. Local Publisher will provide Pearson with copies of all registration documents, and any other documents that Pearson may reasonably request.

6.5.3 Pearson agrees to execute any documents necessary or proper to enable Local

Publisher to carry out Local Publisher’s obligations with respect to the maintenance of copyright protection under this Agreement.

6.5.4 If Local Publisher believes or has knowledge that copyright protection may not

be available in any part of the Territory for the Local Publication(s) or any element thereof, Local Publisher will notify Pearson prior to any Distribution in such part of the Territory, and the parties shall consult concerning the matter. Pearson will instruct Local Publisher in writing thereafter with respect to publication and/or Distribution of the Local Publication(s) or any element thereof, and Local Publisher will act in conformity with such written instructions.

7. Royalties and Payments. In consideration of the licenses granted by Pearson under this

Agreement, Local Publisher agrees to prepare the Translated Test(s) and Local Test(s) Data as specified under Section 2, perform its obligations hereunder, and pay to Pearson royalties as follows:

7.1. As payment to Pearson hereunder:

7.1.1. Local Publisher will pay royalties of twenty percent (20%) of Local

Publisher’s net revenues directly attributable to Local Publisher’s exercise of rights under this Agreement including but not limited to the Distribution of the Local Publication(s). . For purposes of this Agreement, “net revenues” will mean gross receipts of Local Publisher less shipping charges and applicable taxes.

7.1.2. Local Publisher guarantees a minimum annual royalty payment of not less than

one thousand US Dollars (US$1,000.00) per Test during each calendar year of this Agreement following the commercial release of each of the Translated Test(s). Earned royalty that exceeds the minimum royalty cannot be carried over to a subsequent calendar year nor be used to recover any amounts paid for an earlier calendar year in which the minimum royalty exceeded the actual earned royalty.

7.2. Royalties will be reported and paid on a quarterly basis for each three (3) month period

ending on March 31, June 30, September 30, and December 31 during the Term of this Agreement. Such reports shall be provided to Pearson within thirty (30) days after the end of each royalty reporting period in the format provided by Pearson and shall list the components of the Translated Test(s) and the number of such components sold or



otherwise Distributed (and, as applicable, related services provided) during the relevant quarter, the gross amount (less value added tax or other sales tax) received by Local Publisher for such components and services, and the gross amount of the royalties accrued therefore (in both the local currency and USD at the exchange rate listed in the Financial Times on the first business day following the end of the relevant reporting period). After receipt of each royalty report, Pearson will issue to Local Publisher an invoice for the gross royalties that may be due. The terms of payment are net thirty (30) days from the date of invoice. All payments will be made in US Dollars at such location as is designated by Pearson. Local Publisher will provide a detailed remittance advice with each payment, and all electronic payments must reference Pearson’s invoice number. Local Publisher will be responsible for all bank charges levied in connection with payments made to Pearson.

7.3. Local Publisher shall report the gross royalty accrued, and Pearson shall invoice Local

Publisher for the gross royalty due to Pearson under this Agreement. In the event that sums payable to Pearson by Local Publisher under this Agreement are subject to withholding tax, Local Publisher may withhold from sums payable to Pearson the amount of withholding tax required by law to be withheld, taking into account any applicable tax treaties, provided that Local Publisher first furnishes to Pearson an official tax receipt or comparable government document (and English translation thereof) evidencing that such withholding tax has been paid by Local Publisher to the taxing authorities.

7.4. As security for Local Publisher’s payment of all amounts due hereunder by Local

Publisher to Pearson in accordance with the terms and conditions of this Agreement, Local Publisher hereby agrees upon Pearson’s request to pledge to Pearson, by way of first priority kun-pledge (kun-jilkwon) (the “Pledge”), all of its rights, titles, interests and benefits, now owned or hereafter acquired, in and to a designated account notified to Pearson in writing (the “Account”), into which all of Local Publisher’s net revenues directly attributable to Local Publisher’s exercise of rights under this Agreement shall be deposited, and all balances, credits, deposits, monies or other sums now or hereafter in the Account or on deposit in the Account and any interest accrued or payable thereon and the proceeds thereof. Pearson hereby accepts the Pledge as security for the punctual payment, performance and discharge in full of Local Publisher’s obligations hereunder and the Pledge shall not be discharged by any intermediate payment or satisfaction of any part of such obligations. Local Publisher agrees to execute such additional documents and obtain such consents as may be reasonably requested by Pearson to evidence or perfect the above-described security interest, including but not limited to providing notice of the Pledge to Local Publisher’s bank and obtaining the bank’s consent thereto in order to perfect the Pledge. Local Publisher will promptly provide to Pearson copies of all documentation related to the Pledge (and English translations thereof).



7.5. The parties agree that nothing contained in this Agreement will be deemed to restrict or influence the prices Local Publisher charges to its Customers for the material or service components of the Local Publication(s). Local Publisher will set the selling price at which the Local Publication(s) and related services are sold. In those cases where International Competitive Bidding (ICB) regulations apply, Local Publisher will abide by such regulations.

8. Additional Covenants and Agreements of Local Publisher.

8.1. Local Publisher will prepare and make the Translated Test(s) commercially available in the Territory, within three (3) years after the Effective Date. Local Publisher will provide to Pearson within thirty (30) days of the Effective Date a timetable of Local Publisher’s projected translation and development activities, which will be attached to this Agreement as an exhibit. At the end of each calendar year and at any other time if so requested by Pearson in writing, until Local Publisher has made the Translated Test(s) commercially available, Local Publisher will provide to Pearson a report of its progress regarding the translation and development of the Translated Test(s).

8.2. Local Publisher will provide to Pearson at no cost two (2) complete copies of each

version or edition of the Translated Test(s) immediately after each such version or edition is first printed or otherwise reproduced.

8.3. Local Publisher acknowledges and agrees that given the potential for misuse of

psychological testing materials, it is essential that the Translated Test(s) be Distributed only to those professionals who are appropriately trained to administer, score, interpret and analyze psychological test results. In representing, providing and Distributing the Translated Test(s) under this Agreement, Local Publisher agrees to maintain and adhere to psychological test user qualification standards and requirements applicable in the Territory, and will provide and Distribute the Translated Test(s) solely to Customers meeting those qualification standards and requirements.

8.4. Local Publisher agrees to maintain such competent staff and otherwise commit such

resources as are reasonably necessary to timely fulfill Customer orders for the Translated Test(s) and to meet day-to-day obligations hereunder. Local Publisher will be responsible for all aspects of order handling, order fulfillment, invoicing, collections, product training and support for its Customers. Local Publisher will be solely liable for the costs involved in its Distribution of the Translated Test(s), including but not limited to, sales costs, import duties, any banking charges, shipping and handling costs, installation costs or other operating expenses and Taxes, however, designated, except that Local Publisher will not be liable for taxes imposed or based on Pearson's income.

8.5. Local Publisher will, at its own expense, obtain and maintain such licenses, permits and

approvals within the Territory as are required by it to meet its day-to-day obligations hereunder.



8.6. Local Publisher will provide to Pearson on a timely basis all information and

documentation requested by Pearson in order to permit Pearson to obtain any required export licenses for the Translated Test(s) ordered and the other items to be supplied by Pearson to Local Publisher under this Agreement. Local Publisher agrees to comply with U.S. export regulations and to sign whatever documents are required by Pearson to evidence this compliance. Local Publisher will further comply with any restrictions or conditions imposed by the terms of any U.S. export license or license exception upon Local Publisher's use or disposition of the Translated Test(s) and such items and hereby warrants and represents to Pearson that any undertakings or statements made by Local Publisher in this regard are and will remain true and correct.

8.7. Local Publisher will exercise its best efforts, consistent with good business practice, to

promote the Distribution of the Translated Test(s) in the Territory. Local Publisher accepts the widely-accepted canon of scientists that all scientific claims should be supported by publicly available data and related information. Local Publisher agrees that it will encourage publication of reports of the Translated Test(s) in test manuals, books, journals, and other media and that it will not impose on any user of the Translated Test(s) any restrictions on the right of the user to conduct independent research and publicly to report such research, provided that no copyrighted materials related to the Translated Test(s) or nonverbal components are included in such publication or report. For the purpose of clarity, no Test(s) or Translated Test(s) item text or scale definitions that include item level scored direction may be published in such publications.

8.8. Local Publisher will:

(a) not employ illegal or unethical practices in representing, promoting, marketing, Distributing the Translated Test(s) hereunder;

(b) Distribute the Translated Test(s) in a manner intended to preserve and enhance the reputation of Pearson as a provider of quality products;

(c) carry out its obligations hereunder in accordance with the laws of the various jurisdictions in the Territory where such obligations will be performed and the Translated Test(s) will be marketed, represented and Distributed hereunder;

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(g) Local Publisher will promptly provide to Pearson and/or execute as may be



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(h) Local Publisher, subject to agreement by Customers, will provide Pearson with information regarding Customers and the Local Publications provided through Local Publisher during the Term of this Agreement as Pearson may require. Local Publisher is hereby obliged to timely, and in good faith, seek such agreement in writing from its Customers in order to provide Pearson with the means to continue business with such Customers in the event of termination or expiration of this Agreement (without renewal or extension).

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laws of the State of Minnesota without reference to its choice of law, and the federal laws of The United States of America applicable therein, and will be treated, in all respects, as a Minnesota contract. The State and Federal courts in Minnesota will have exclusive jurisdiction over any controversy relating to this Agreement, and the parties hereby irrevocably submit to the exclusive jurisdiction of the State and Federal courts of the State of Minnesota and consent to service of process by mail. To the maximum extent possible, all issues involving Copyright, Trademark, and Patent will be construed in accordance with the laws of the United States and the decisions of the Federal Courts of the District of Minnesota and the 8th Circuit Court of Appeals, with exclusive forum in the U.S. 8th Circuit. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

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If to Local Publisher: If to Pearson: Paradise Welfare Foundation 116-39 Jangchungdong 2 ga Jungo Seoul, KOREA Attn: Dr. Hanul Park, Senior Researcher Tel: +82-2-2277 3296

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14.8. If an action or suit is brought by either party to this Agreement to enforce the terms of this Agreement, the prevailing party will be entitled to payment from the other party, in addition to any other sums due, of such reasonable attorneys’ fees, costs, and disbursements as are incurred by the prevailing party.

14.9. This Agreement, together with its Schedules A and B and Exhibit 1, constitutes the

complete and entire agreement between the parties with respect to the subject matter hereof and supersedes all prior conversations, negotiations, correspondence, writings, agreements and understandings of the parties with respect to this matter. This Agreement will not be deemed to be altered, amended or modified except in writing executed by both parties.

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such counterpart will be deemed an original hereof. In case of any conflict between the English version and any translated version of this Agreement, the English version will govern.

IN WITNESS WHEREOF, the parties have executed this Agreement. NCS PEARSON, INC. PARADISE WELFARE FOUNDATION

By __________________________ Authorized Signature

By ____________________________ Authorized Signature

Name Carol Watson

Name _____________________________

Title President Clinical Assessment, North America

Title ______________________________

Date ____ day of _____________, 2010 (day) (month)

Date ____ day of _____________, 2010 (day) (month)



SCHEDULE A

TESTS

Western Aphasia Battery – Revised (WAB-R)



SCHEDULE B

PRODUCT MARKS

Unless otherwise instructed by Pearson, including but not limited to instructions pursuant to Section 6.3 of this Agreement, Local Publisher must include the following proprietary, copyright, and trademark notices on all elements of the Local Publication(s) and on any document derived from or incorporating any part of the Local Publication(s), whether fixed in a written, electronic, or other storage format in Local Publisher’s possession or control: Trademark Notice: WAB is a trademark, in the U.S. and/or other countries, of Pearson

Education, Inc. or its affiliate(s). Copyright Notice: Western Aphasia Battery – Revised. Copyright © 2006 NCS Pearson, Inc.

All rights reserved. Korean translation copyright © 20XX (insert year translation published by Paradise Welfare) NCS Pearson, Inc. Translated and adapted under license.



EXHIBIT 1

ACCEPTANCE CRITERIA FOR LICENSED ADAPTATIONS & TEST REVIEW SPECIFICATIONS

Acceptance Criteria for Licensed Adaptations

General. The process of adapting the Test must follow generally accepted procedures for test development as outlined by a relevant professional organization such as APA, AERA, British Psychological Society, COTAN, or other locally appropriate source. Subtests and Scores. The adapted edition must include all of the same subtests and index scores as the original edition, use the same score metric, and each subtest and index must be scored using the same methods as the original edition. Item Development. Local Publisher must provide evidence that culturally inappropriate items were identified and replaced with items of similar difficulty measuring the same construct. Representativeness. Evidence of the representativeness of the norming sample must be provided as compared to the most reliable country level population statistics available, and presented separately for each normative group. Representativeness must be demonstrated for key demographic variables known to account for significant variance in the test scores. (For cognitive tests, these key variables include education level or socio-economic status, region of the country, age, and gender. In countries with mixed racial/ethnic populations, race/ethnicity and / or language status also must be representative.) The stratification plan must be reviewed and approved by Pearson prior to collecting the sample. Administration / Scoring. Local Publisher must provide evidence that examiners were appropriately qualified and / or trained to administer and score the Test, checks were conducted to verify data integrity, and any data anomalies were identified and corrected. Norms. Norms tables must have a unique scaled score for every raw score, must not contain developmentally inappropriate reversals across ages, and must show expected developmental patterns of increasing or decreasing scores across ages that are appropriate to the construct measured by the test, and must be smoothed to eliminate unnecessary bunching of scores. Ranges of scores (i.e., floor and ceiling) must be adequate for the intended uses of the Test. Reliability. Reliability coefficients must be presented for each group for which there are unique norms, and for every subtest and composite score available in the test. Reliability coefficients must achieve standards accepted in the field for the intended uses of the test, and use appropriate statistical formulas. The design of the reliability studies must have sufficient statistical power to find the obtained reliability coefficient significant. Factor Structure. If the manual for the original edition of the Test included a factor analysis, then the manual for the adapted test must include a confirmatory factor analysis which evaluates the fit of the best model presented in the original edition. Concurrent Validity. If a previous edition of the adapted test was locally available, data must be presented showing the correlations and score differences between composite scores on the two editions using a counter balanced design with sufficient statistical power to find the obtained correlation significant. If no previous edition exists, then data must be presented with the most commonly used test of its type in the region and show correlations and score differences between composite scores with the adapted test using a counterbalanced design with sufficient statistical power.



Construct Validity. At least one study must be presented showing the expected score patterns for the most common use of the test. (For IQ tests, two studies must show means and standard deviations of scores in samples of developmentally disabled and intellectually superior subjects.) Each study must be based on a sample size that is the larger of 25 cases or 3% of the size of the norm sample. Cases for these studies must be identified independently of the adapted test and using a reliable procedure. Study results must show convincing evidence that the adapted test provides scores in the range expected for the target group(s). Materials. The test manual and materials must meet local standards for professional appearance. The test manual and materials must utilize the same trademark, logo, and design as used on the English version of the test, unless otherwise authorized in writing by Pearson.

Test Review Specifications Introduction. There are three required reviews. The timing and minimum documentation for each review is described below. Documentation will be reviewed to ensure that The International Test Commission (ITC) guidelines (Hambleton, 1994; van de Vijver & Hambleton, 1996) have been followed as appropriate. Please refer to the ITC Test Adaptation Guidelines, below, for more information.

First Review: Prior to collecting tryout and/or standardization data -

• Translation / adaptation must be approved. o Minimum documentation includes the translated record form and instructions to examinee,

accompanied by an independently created back-translation, qualifications of the translator, a written description of the steps followed in the translation process used.

• Proposed data collection methods must be approved.

o Minimum documentation includes examiner qualifications, methods for training examiners, methods for recruiting subjects, and method for ensuring quality of data collected.

• Proposed stratification of sample must be approved.

o Minimum documentation includes the proposed sample size of each stratification variable by age as compared to population targets. Please include a rationale for the stratification variables and age categories selected. Also include a description of the SES variable and rationale for how the SES variable is categorized. Typically, the SES variable is education or parent education level. In this case, include a brief description of how the school systems are organized (e.g., are there different types of schools for students planning to attend university versus those planning to learn a trade? Does the term “college” have the same meaning as “university”? Any other relevant issues.)

Second Review: After collecting standardization data -

• Stratification of final sample must be approved. o Minimum documentation includes tables showing the actual stratification of the final sample by age

compared to the sampling plan previously approved.

• For each subtest, show a table of raw score means and standard deviations by age. Internal consistency reliabilities (and methods used for computing reliabilities) by age (and any other norming variables) for each scale.

Third Review: Before printing the manual -

• Norms must be approved.



o For each subscale and composite, include the following information for each age: Raw score mean, standard deviation, and skewness values. Also, the raw scores associated with the following percentiles: .02, .16, .50, .84, and .98.

o Within age plot of norms for each subscale: For each scale, plot raw scores along the x - axis and scaled scores along the y - axis for each age on the same graph.

o Across age plot of norms for each subscale: For each scale, plot age along the x – axis and raw scores along the y – axis for each scaled score on the same graph.

o Composite norms plots. For each composite, plot sum of scaled scores along x – axis and IQ (or index) scores along the y – axis.

o For each composite, report percent of cases in standardization sample in the following intervals: 69 and below; 70-79; 80-89; 90-109; 110-119; 120-129; 130 and above.

• Validity of adaptation must be approved. o If any clinical samples were collected (e.g., gifted and talented, mentally retarded, developmentally

delayed, learning disabled, etc) describe the sample and report sample size, mean, and standard deviation of each sample

o If there is a previous normed version of the test in the same language, a counterbalanced study must

be conducted. Describe the study in which participants were administered both versions and report the sample sizes, means, and standard deviations by order of administration and overall. Please include the date of publication of the previous version. - For Wechsler tests, concurrent studies are required with at least one other valid measure of

intelligence. Report the sample size, and correlation, as well as the mean, standard deviation of each test. Please include a brief description of the other test and the date of publication.

- Retest reliabilities for each scale - Intercorrelation tables by age and overall - Factor analysis results including description of method used.

General Notes: Allow 2 to 3 weeks for each review.

Provide translation of all table headings in English

ITC Test Adaptation Guidelines Context

C.1 Effects of cultural differences which are not relevant or important to the main purposes of the study should be minimized to the extent possible. C.2 The amount of overlap in the constructs in the populations of interest should be assessed.

Test Development and Adaptation

D.1 Test developers/publishers should insure that the adaptation process takes full account of linguistic and cultural differences among the populations for whom adapted versions of the instrument are intended. D.2 Test developers/publishers should provide evidence that the language use in the directions, rubrics, and items themselves as well as in the handbook are appropriate for all cultural and language populations for whom the instrument is intended.

D.3 Test developers/publishers should provide evidence that the choice of testing techniques, item formats, test conventions, and procedures are familiar to all intended populations. D.4 Test developers/publishers should provide evidence that item content and stimulus materials are familiar to all intended populations.



D.5 Test developers/publishers should implement systematic judgmental evidence, both linguistic and psychological, to improve the accuracy of the adaptation process and compile evidence on the equivalence of all language versions. D.6 Test developers/publishers should ensure that the data collection design permits the use of appropriate statistical techniques to establish item equivalence between the different language versions of the instrument. D.7 Test developers/publishers should apply appropriate statistical techniques to establish the equivalence of the different versions of the instrument, and identify problematic components or aspects of the instrument which may be inadequate to one or more of the intended populations. D.8 Test developers/publishers should provide information on the evaluation of validity in all target populations for whom the adapted versions are intended. D.9 Test developers/publishers should provide statistical evidence of the equivalence of questions for all intended populations.

D.10 Non-equivalent questions between versions intended for different populations should not be used in preparing a common scale or in comparing these populations. However, they may be useful in enhancing content validity of scores reported for each population separately.

Administration

A.1 Test developers and administrators should try to anticipate the types of problems that can be expected, and take appropriate actions to remedy these problems through the preparation of appropriate materials and instructions. A.2 Test administrators should be sensitive to a number of factors related to the stimulus materials, administration procedures, and response modes that can moderate the validity of the inferences drawn from the scores. A.3 Those aspects of the environment that influence the administration of an instrument should be made as similar as possible across populations for whom the instrument is intended. A.4 Test administration instructions should be in the source and target languages to minimize the influence of unwanted sources of variation across populations. A.5 The test manual should specify all aspects of the instrument and its administration that require scrutiny in the application of the test in a new cultural context. A.6 The administrator should be unobtrusive and the administrator-examinee interaction should be minimized. Explicit rules that are described in the manual for the test should be followed.

Documentation/Score Interpretations

I.1 When a test is adapted for use in another population, documentation of the changes should be provided, along with evidence of the equivalence. I.2 Score differences among samples of populations administered the test should not be taken at face value. The researcher has the responsibility to substantiate the differences with other empirical evidence.

I.3 Comparisons across populations can only be made at the level of invariance that has been established for the scale on which scores are reported.



I.4 The test developer should provide specific information on the ways in which the socio-cultural and ecological contexts of the populations might affect performance on the test, and should suggest procedures to account for these effects in the interpretation of results.

Documents

Paradise Welfare Local Pub Wab R 306 09