Paradise Welfare Local Pub 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 306.09

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)

WAB-R Publication and Distribution Agreement 2/28
Paradise Welfare Foundation
CONTRACT IS HELD BY PEARSON AS A TRADE SECRET. DO NOT DISCLOSE.

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
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as measured against the timetable provided by Local Publisher pursuant
to section 8.1 of this Agreement.
(c) immediately upon written notice in the event:
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Local Publisher is hereby obliged to timely, and in good faith, seek such
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(i) If, after termination or expiration of this Agreement, Local Publisher fails to
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have a license to enter the premises of Local Publisher at reasonable times to
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13.3. Following termination or expiration of this Agreement, Pearson may elect to publish or
license others to publish the Local Publication(s) in the Territory and elsewhere without
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13.4. Neither party shall incur any liability whatsoever for any damage, loss, or expense of
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13.5. All remedies, either under this Agreement or at law or in equity or otherwise afforded
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that a breach of any of its covenants contained in the following Sections of this
Agreement and their subparts, if any: 2 (Commission), 3 (License to Local Publisher;
Limitations), 6 (Product Mark(s)), 8.3, 8.7, 8.8, 8.9 (Additional Covenants and
Agreements), 9 (Confidential Information), and 14.5 (Assignment) may result in
immediate and irremediable damage to the other party. It is agreed that, in the event of
a breach of such covenants, the remedies at law would be inadequate and that the
aggrieved party will be entitled to relief in the way of temporary and permanent
injunctions and such other and further relief as any court with jurisdiction may deem
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13.6. The provisions of the following Sections of this Agreement and their subparts, if any,
1 (Definitions), 2.2 – 2.4, 4 (Warranties), 6.2 (Product Mark(s) and Intellectual
Property Rights; Limitations on Grant), 7 (Royalties), 8.6 – 8.11 (Additional Covenants
and Agreements), 9 (Confidential Information), 10 (Limitation of Liability), 11
(Indemnification), 13 (Termination; Remedies), and 14 (General) will survive any
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14. General.

14.1. Except as otherwise expressly provided herein, each party will bear its own costs in
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bring a claim against the other for any effort expended in either promoting or otherwise
developing a market for the Local Publication(s). Each party acknowledges that it has
conducted an independent investigation and recognizes that the business venture
contemplated by this Agreement involves certain business risks. Each party
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as to the potential volume, profits or success of the business venture contemplated by
this Agreement.

14.2. This Agreement will be governed by, construed, and interpreted in accordance with the
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
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14.3. If any provisions of this Agreement are found to be invalid, illegal or unenforceable by
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14.4. All legal notices with regard to compliance or non-compliance with this Agreement,
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served when (i) delivered personally, (ii) sent by certified or registered mail, postage
prepaid, (iii) sent by reputable overnight delivery service, or (iv) sent by telephonic
facsimile transmission, and, pending the designation of another address, addressed as
follows:


If to Local Publisher: If to Pearson:
Intellectual Property and Contracts
Paradise Welfare Foundation Clinical Assessment North America
116-39 Jangchungdong 2 ga Jungo Pearson
Seoul, KOREA 5601 Green Valley Drive
Bloomington, MN 55437-1099
USA
Attn: Dr. Hanul Park, Senior Researcher
Tel: +82-2-2277 3296 Tracey.Sheehan@pearson.com
Fax: +1 (952)-681-3289

Notice by e-mail alone is not effective for legal notice. Other communications
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14.5. The rights and obligations of Local Publisher hereunder may not be assigned,
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No delay or failure on the part of a party to exercise, any right under this Agreement
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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
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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.

14.10. This Agreement may be executed in counterparts in the English language, and each
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 __________________________ By ____________________________
Authorized Signature Authorized Signature

Name Carol Watson Name _____________________________

Title President Title ______________________________
Clinical Assessment, North America

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


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