Owner: Director of FinanceApprover: CEO

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GLOBAL ELECTRONICS COUNCIL EPEAT
LICENSE AND PARTICIPATING MANUFACTURER AGREEMENTTHIS AGREEMENT, including all Schedules and Exhibits attached hereto (this"Agreement"), is entered into as of the date indicated below (the "Effective Date"), between
Green Electronics Council dba Global Electronics Council ("GEC"), an Oregon, U.S.A., not-forprofit corporation and__________________________________, a _______________________________ corporation("Participating Manufacturer"). GEC and Participating Manufacturer will be referred toindividually as a "Party" and collectively as the "Parties."
RECITALS
GEC is the owner of certain valuable trademarks as defined in Section 6 of theAgreement (the "Marks"), including the name EPEAT and stylized marks EPEAT Bronze,
EPEAT Silver, EPEAT Gold, and the EPEAT logo, as shown on Exhibit 1. GEC operates an online database (the "EPEAT Registry") listing electronic products that meet the Criteria (asdefined below) associated with the Marks. The EPEAT Registry is viewable by the public
without charge at URL www.epeat.net (the "Website").
Participating Manufacturer is in the business of designing and marketing one or moreunique brands of electronic products.
Participating Manufacturer may enter products (once so entered, "Products") into the
EPEAT Registry by (1) entering into this Agreement; (2) paying the EPEAT License Fee (the"Fee") as specified in this Agreement; (3) entering into a binding agreement with a GEC
approved Conformity Assessment Body (the "CAB"); (4) declaring certain information related tothe environmental and social characteristics of their products ("Product Information") to the
CAB, as defined by the EPEAT Policy Manual and EPEAT Conformity Assurance
Implementation Manual on the Website; and (5) gaining approval of Product Information by the
CAB.
Products appearing in the EPEAT Registry have been verified as meeting specific
EPEAT environmental and social criteria associated with the Marks. By appearing in the EPEAT
Registry, Products are considered to be using the Marks. Participating Manufacturer is not
required to use the Marks on their physical Products.
Products appearing in the EPEAT Registry may also appear on GEC-approved thirdparty platforms. Participating Manufacturer has the option to agree to their Products appearing
on each third-party platform.
Participating Manufacturer would like their Product Information to appear on the EPEAT
Registry after it is declared to and approved by a CAB, and also desires to purchase a license foruse of the Marks on the terms and subject to the conditions set forth in this Agreement.

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AGREEMENT
NOW, THEREFORE, the Parties agree as follows:1.

Term and Termination.

(a)Term and Fee. Participating Manufacturer agrees to pay GEC the Feeamount that is published on the Website as of the Effective Date of this Agreement. The initial
term of this Agreement will begin upon the Effective Date and will continue for one year.
Participating Manufacturer may enter products into the EPEAT Registry only after getting
approval of the Product Information by a CAB and GEC's receipt of Participating
Manufacturer’s payment of the Fee and this signed agreement. If the Fee is not received by GEC
within 90 days of the Effective Date, this Agreement will become null and void.
(b)
Renewal. The Agreement will automatically renew for successive one year
terms (each a "Renewal Period") on each one-year anniversary of the Effective Date ("Renewal
Date") under the then-current GEC EPEAT License and Participating Manufacturer Agreement(the "Renewal Agreement") terms. Participating Manufacturer agrees to pay GEC the thencurrent amount that is published on the Website ("Renewal Fee") as of 30 days before theRenewal Date. If the Renewal Fee is not received by GEC within 30 days of the Renewal Date,
GEC may, but is not obligated to, remove Participating Manufacturer's products from the
EPEAT Registry and will no longer be required to perform its obligations under Section 5 of thisAgreement until it receives the Renewal Fee. If the Renewal Fee is not received by GEC within
180 days of the Renewal Date, Participating Manufacturer's products will be removed from the
EPEAT Registry, this Agreement and all licenses granted by GEC to Participating Manufacturer
under this Agreement will terminate, and such termination will be deemed for Cause forpurposes of Section 1(c) below. Participating Manufacturer’s payment of the Renewal Fee to
GEC will constitute Participating Manufacturer’s acceptance of the terms and conditions of theRenewal Agreement as published on the Website on the Renewal Date. Participating
Manufacturer understands and agrees that the Renewal Agreement and Renewal Fee in any given
year may differ from the terms of this Agreement and its associated Fee. The Renewal
Agreement and Renewal Fee published on the Website and identified as being effective as ofParticipating Manufacturer’s Renewal Date will apply to any Renewal Period. This Agreement
may be updated as reflected on the Website, which updates will be binding on the Parties within
45 days of notice provided by GEC. Updates to the Renewal Agreement will not change theRenewal Date.
(c)

Termination.

i.
By Participating Manufacturer. Participating Manufacturer may at
any time and without cause terminate this Agreement by giving 30 days advance written noticeof termination to GEC. In case of Participating Manufacturer’s voluntary termination,
Participating Manufacturer is not entitled to a refund of any Fee or Renewal Fee.
ii.
By GEC. GEC may terminate this Agreement for cause by giving
30 days’ advance written notice for Participating Manufacturer’s (i) nonpayment of the

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applicable Fee or Renewal Fee, (ii) breach of or noncompliance with this Agreement which
remains uncured for more than 30 days after written notice thereof from GEC to Participating
Manufacturer, (iii) bankruptcy or general assignment for the benefit of creditors, (iv)disqualification, as determined by and recommended by Participating Manufacturer CAB to
GEC (v) disqualification, as determined by GEC, for causes not otherwise described herein, thecriteria for which will be made known to all Participating Manufacturers 90 days before any such
disqualification (each of (i) – (v) are hereafter referred to as "Cause"). A termination of thisAgreement for Cause will not entitle Participating Manufacturer to the return of any portion of
the Fee or Renewal Fee.
2.
Invoicing. GEC will invoice Participating Manufacturer for the initial term of theAgreement after receipt of the signed agreement by GEC. GEC will invoice Participating
Manufacturer for the Renewal Fee at least 30 days before the Renewal Date. At GEC’s request,
Participating Manufacturer will provide data to substantiate, in GEC’s sole judgment, that
Participating Manufacturer is paying the correct Fee.
3.
Payment. Participating Manufacturer may enter new products or edit existingproducts in the EPEAT Registry only after GEC receipt of Participating Manufacturer’s paymentof the Fee or Renewal Fee. Failure to pay the Renewal Fee within 30 days after the Renewal
Date will authorize GEC, at its sole discretion, to remove Participating Manufacturer’s Products
from the EPEAT Registry and revoke and terminate Participating Manufacturer’s License andany other rights afforded Participating Manufacturer under this Agreement or any Renewal
Agreement without notice.
4.
Obligations of Participating Manufacturer. During the Term of this Agreement,
and any Renewal Periods thereafter, Participating Manufacturer will bear sole responsibility for
and will:(a)Appoint a liaison (the "Participating Manufacturer Liaison") to interact
with GEC on behalf of the Participating Manufacturer regarding the subject matter of thisAgreement.
(b)Comply with EPEAT Policy Manual and EPEAT Conformity Assurance
Implementation Manual published on the Website.
(c)Comply with any new or revised requirements in the EPEAT Policy
Manual, EPEAT Conformity Assurance Implementation Manual or other relevant EPEAT
program documents within 60 days of their publication on the Website.
(d)Only use the Marks subject to the terms of Section 6 of this Agreement.

(e)Within the timeframe specified in the EPEAT Policy Manual and EPEAT
Conformity Assurance Implementation Manual published on the Website, as respects any
Product Information declared to a CAB by Participating Manufacturer, provide to GEC theinformation identified in the Verification Requirements (as defined in applicable Criteria orPage 3 of 16

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EPEAT documents). Failure to comply with such request may result in immediate removal of the
Product Information from the EPEAT Registry.
(f)
Each year, provide to GEC, or to a GEC designated third party, data on theunit sales of Participating Manufacturer’s Products in the previous calendar year in the countries
in which those Products are registered, in order for GEC to estimate and publicly report thesustainability benefits, market impact, and general effectiveness of EPEAT registered products.
The deadline date for the submission of this data, identity of GEC-designated third parties, andthe format of this data will be published by GEC on the Website.
(g)
Sign and perform all obligations in the GEC Logo/Trademark Use
Authorization form attached as Exhibit 2, which is incorporated into this Agreement by thisreference.
(h)
Inform GEC of any material changes to Participating Manufacturer’sorganization or operations that may affect its ability to meet the requirements of the EPEAT
Policy Manual and EPEAT Conformity Assurance Implementation Manual.
Participating Manufacturer also understands and agrees that:(i)
Participating Manufacturer may declare its Product Information to one ormore CABs. Participating Manufacturer’s Product Information will appear on the EPEAT
Registry only when the Product Information is declared to and approved by a CAB subject to
CAB’s rules and procedures and to EPEAT Requirements as defined in EPEAT Conformity
Assurance Implementation Manual.
(j)Participating Manufacturer may declare to a CAB only Product
Information related to Products as they are sold in one or more specific countries.
(k)
The EPEAT Registry supports Product Information as related to the saleof Products in only certain countries. GEC is solely responsible for determining which countries
are supported by the EPEAT Registry. GEC may add or remove countries to/from the list of
supported countries.
(l)
By declaring Product Information to a CAB, Participating Manufacturer
is solely responsible for ensuring and hereby represents and warrants that all Product Information
uploaded to the EPEAT Registry is accurate in all material respects and that all units that are soldby Participating Manufacturer of the subject Product in the applicable country(ies) conform witheach of the criteria, as published on the Website, (the "Criterion(a)") entered for the Product inthat country by the Participating Manufacturer.
(m)According to the Product Information declared by Participating
Manufacturer to a CAB, GEC will assign each Product as registered in each country thedesignation as EPEAT Bronze, EPEAT Silver, or EPEAT Gold (each, a "Designation")corresponding to the appropriate level identified in the adopted EPEAT Criteria applicable to the
Product. Because Participating Manufacturer may specify conformance to different Criteria inPage 4 of 16

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different countries, Participating Manufacturer understands that a Product may have different
Designations in different countries.
(n)
The Product Information declared to the CAB will include a clear
description of the Product that conforms to the Criteria indicated and unique productidentification number(s).
(o)
By uploading the Product Information, Participating Manufacturer
acknowledges that all such Product Information relating to the Criterion(a) claimed for such
Product in each country is subject to verification by the CAB to which it is declared.
(p)Participating Manufacturer will keep all Product Information declared to
the CAB up to date and will remove the Product and its Product Information when the Product is
no longer available for sale in the countries specified with the Product Information. "Up to date"means that the declared Product Information will be accurate in all material respects for all unitsof the subject Product sold by Participating Manufacturer in the indicated countries while theProduct Information appears on the EPEAT Registry.
(q)
Participating Manufacturer acknowledges and agrees that Product
Information is not Confidential Information as defined in Section 10 below, that GEC may
publish the Product Information to the EPEAT Registry where it may be viewed by anyone
accessing the EPEAT Registry website, and that GEC may provide approval for the Product
Information contained in the EPEAT Registry to appear on GEC-approved third-party platforms.
Participating Manufacturer has the option to agree to the Product Information appearing on eachthird-party platform.
5.
Obligations of GEC. During the Term of this Agreement, and any Renewal
Periods thereafter, GEC will bear sole responsibility to and will:(a)

Maintain the Website and the EPEAT Registry,(b)
Develop, maintain, and implement the processes necessary, in suchmanner and using such methodology as it reasonably determines, to maintain the credibility andconsistency of the EPEAT Registry, including the processes to qualify and approve third-party
CABs and assure appropriate program training, consistency of verification processes anddecisions, and overall quality control,(c)
Estimate, publicize, market, and publicly report, in such manner andusing such methodology as it reasonably determines, the EPEAT Registry and the value andsustainability benefits of purchasing EPEAT-registered Products and,(d)Communicate to Participating Manufacturers any new or revised
requirements in the EPEAT Policy Manual and EPEAT Conformity Assurance Implementation
Manual as published on the Website.

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6.

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License.

(a)
Subject to the terms and conditions of this Agreement, GEC grants to
Participating Manufacturer, and Participating Manufacturer accepts, a non-exclusive, nontransferable (and without the right to sublicense) license (the "License") to use the Marks
displayed on Exhibit 1 in connection with the promotion of the Products active on the EPEAT
Registry for the term of this Agreement. GEC represents and warrants that GEC is the exclusive
owner of the Marks, and GEC warrants that it is authorized to grant this license. Participating
Manufacturer affirms that it has no ownership interest in the Marks and agrees that it will do
nothing inconsistent with GEC’s ownership of the Marks. Nothing in this Agreement will give
Participating Manufacturer or any third party any right, title, or interest in the Marks other than
as is expressly provided in this Agreement.
(b)
All EPEAT-related advertising, promotional, marketing and related usesof the Marks by Participating Manufacturer will conform to standards set by GEC as publishedon the Website. Claims made by Participating Manufacturers about EPEAT and Registeredproducts will conform to standards set by GEC as published on the Website. Participating
Manufacturer will cooperate with GEC in facilitating GEC’s control of the nature and quality of
the use of the Marks. At GEC’s reasonable request, Participating Manufacturer will submit
representative examples of any of its advertising and promotional materials utilizing the Marksor claims about EPEAT to GEC for GEC’s review in order to verify compliance with thisLicense.
(c)
The License granted herein will automatically terminate upon thetermination of this Agreement for any reason. Upon termination of the License, Participating
Manufacturer must immediately terminate its use of the Marks.
(d)
The Marks may only be associated with Products which actively appear on
the EPEAT Registry and may only be used in a manner consistent with the level assigned by
GEC pursuant to the EPEAT Policy Manual and EPEAT Conformity Assurance Implementation
Manual in the appropriate country.
(e)
In no event will GEC require Participating Manufacturer to use any of theMarks for Products to be considered EPEAT-registered. Products appearing in the EPEAT
Registry have been verified as meeting specific environmental and social criteria associated with
the Marks and are considered to be using the Marks by appearing in the EPEAT Registry.
(f)Participating Manufacturer will not in any way imply that EPEAT or GEC
endorses, approves, or rates Participating Manufacturer.
(g)
Notwithstanding anything to the contrary in this Agreement, Participating
Manufacturer acknowledges that GEC may not have registered or otherwise sought or obtained
legal protection for the use of the Marks, and therefore GEC cannot and does not warrant or
represent that it or any of its licensees may enforce common law or statutory rights against
infringers.

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Owner: Director of FinanceApprover: CEO

7.

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Warranty.

(a)
GEC warrants to Participating Manufacturer that, during the Term of
this Agreement ("Warranty Period") that the Website will substantially achieve thefunctionality described herein and that such functionality will be substantially maintained insubsequent upgrades to the Website. GEC does not warrant the Website’s performance or that
any Website application will be error-free. GEC’s sole liability for any breach of this warranty
will be, in GEC’s sole discretion, to use commercially reasonable efforts to modify the Website
to substantially achieve the functionality described herein. GEC will have no obligation withrespect to a warranty claim subject to this Section 7 unless written notice of such claim arising
within the Warranty Period is sent to GEC.
(b)
EXCEPT AS PROVIDED IN SECTION 7(a), GEC HEREBYDISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHER, AND GEC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING,
USAGE, OR TRADE PRACTICE.
8.

Limitation of Liability.

(a)
IN NO EVENT WILL GEC BE LIABLE TO PARTICIPATINGMANUFACTURER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR
PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF
WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT GEC HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITSESSENTIAL PURPOSE.
(b)
IN NO EVENT WILL GEC'S AGGREGATE LIABILITY ARISINGOUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR
RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR
OTHERWISE, EXCEED THE LATEST FEE OR RENEWAL FEE PAID BY
PARTICIPATING MANUFACTURER. NOTWITHSTANDING THE FOREGOING, THIS
LIMITATION OF LIABILITY WILL NOT APPLY TO GEC’S INDEMNIFICATIONOBLIGATIONS UNDER THIS AGREEMENT.
9.

Indemnification.

(a)
Subject to the terms of this Agreement, Participating Manufacturer willprotect, defend, indemnify, and hold GEC, and its executors, successors and assigns, and theirrespective officers, directors, agents, shareholders and employees, if any (each, a "GEC
Indemnitee") harmless from and against any claims, losses, damages, costs and expenses,
including reasonable attorneys’ fees, suffered by a GEC Indemnitee to the extent that the claims,

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losses, damages, costs and expenses, including reasonable attorneys’ fees, result from or relate to
any breach of any of the representations, warranties, covenants, or agreements of Participating
Manufacturer in this Agreement.
(b)Subject to the terms of this Agreement, GEC will protect, defend,
indemnify, and hold Participating Manufacturer, and its executors, successors and assigns, andtheir respective officers, directors, agents, shareholders and employees, if any (each, a"Participating Manufacturer Indemnitee") harmless from and against any claims, losses,
damages, costs and expenses, including reasonable attorneys’ fees, suffered by a Participating
Manufacturer Indemnitee to the extent that the claims, losses, damages, costs and expenses,
including reasonable attorneys’ fees, result from or relate to any breach of any of therepresentations, warranties, covenants, or agreements of GEC in this Agreement.
10.

Confidentiality(a)Disclosure by Participating Manufacturer. It is anticipated that
Participating Manufacturer in performance of this Agreement may disclose certain confidential
and/or proprietary information to GEC or to third parties engaged in Product Verification.
(b)
Confidential Treatment. GEC will treat as confidential any information
disclosed to or obtained by it from Participating Manufacturer, whether disclosed or obtained
before or after the Effective Date, which relates to Participating Manufacturer or any of its
subsidiaries or affiliates, including, information relating to the services, software, products, salesdata, customers, potential customers, procedures, strategies or other business information
respecting Participating Manufacturer and/or any of its subsidiaries or affiliates (the"Confidential Information").
(c)Definition of Confidential Information. "Confidential Information" as
defined in Section 10(b) above will include only that written documentation clearly marked"Confidential" on the face thereof, and will not include (i) information which is publicly
available at the time of GEC’s receipt thereof from Participating Manufacturer, (ii) information
which, after GEC’s receipt thereof from Participating Manufacturer becomes publicly available
through no act or fault of GEC; (iii) information which GEC can show was lawfully in GEC’s
possession prior to the receipt thereof from Participating Manufacturer; (iv) information which
was lawfully received by GEC from a third party who was lawfully in possession of suchinformation and under no obligation of secrecy with respect thereto; (v) information which
Participating Manufacturer has approved in writing to GEC for release by GEC without
restriction (vi) Product Information Participating Manufacturer declares to a CAB, (vii) conformity
decisions and information described in Product Registration and Maintenance Agreement(s); and(viii) information required to be disclosed by service of a subpoena or other governmental
process, but only after notification to the owner of such information and an opportunity for thatowner to seek protection from disclosure.
(d)Disclosure Restrictions. GEC will not disclose Confidential Information
except to the directors, officers, or employees of GEC having a need-to-know, or to agents of orcontractors to GEC having a need-to-know who are also subject to a written obligation ofPage 8 of 16

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confidentiality with respect to such information. When GEC is required by law or authorized bycontractual commitments to release Confidential Information, Participating Manufacturer will,
unless prohibited by law, be notified of the information provided.
(e)Compliance Procedures. GEC agrees to advise any parties to whom
Participating Manufacturer’s Confidential Information is disclosed of their obligations hereunder
and to ensure compliance by such parties with the terms hereof.
(f)Retention and Return. Upon termination of this Agreement by either
Party, GEC may destroy, retain or return to Participating Manufacturer, at GEC’s option, all
documents and materials provided by Participating Manufacturer, together with any copies ornotes derived therefrom.
(g)
Injunctive Relief. As monetary damages may be insufficient to remedy
any breach of this Section 10, or any breach of Section 6, Participating Manufacturer will beentitled to immediate equitable relief, including injunctive relief and specific performance, as
remedies for any such breach. Such remedies will not be the exclusive remedies for any breachbut will be in addition to all other remedies available at law or equity.
11.

Dispute Resolution.

(a)Informal Dispute Resolution. Subject to Section 10(g) above, in theevent that any dispute, controversy or claim arises under or in connection with this Agreement (a"Dispute"), the Participating Manufacturer Liaison and GEC each will notify the other in writing
describing the Dispute. Thereafter the Participating Manufacturer Liaison and GEC will meet orconverse to discuss the Dispute and negotiate in good faith in an effort to resolve the Dispute. If
the Participating Manufacturer Liaison and GEC are unable to resolve the Dispute within 15 days
after the referral of the Dispute to them, then each Party will appoint one senior executive who is
not involved on a day-to-day basis with the subject matter of this Agreement. Such senior
executives will meet to discuss the Dispute and negotiate in good faith in an effort to resolve the
Dispute. If the senior executives are unable to resolve the Dispute within fifteen 15 days, theDispute may be terminated pursuant to Section 11(b) or it will be submitted for arbitration.
(b)
Failure to Informally Resolve; Termination. If the appointed senior
executives are unable to resolve the Dispute within 15 days after referral of the Dispute to themby GEC and the Participating Manufacturer Liaison, this Agreement may be immediately
terminated by GEC or Participating Manufacturer within 30 days after referral of the Dispute tothem. Upon termination, Participating Manufacturer will immediately cease any further use of
the Marks in any manner whatsoever.
(c)
Arbitration. If the appointed senior executives are unable to resolve the
Dispute within 15 days after referral of the Dispute to them, and neither Party terminates theAgreement pursuant to Section 11(b), then either Party may submit the Dispute to binding
arbitration in Portland, Oregon with a professional arbitration service selected by the Parties and,in that event only, the further conditions set forth in this paragraph 11(c) will apply. If the Parties
do not otherwise agree on an arbitration service, arbitration services will be provided in Portland,

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Oregon pursuant to the rules of the International Chamber of Commerce. The costs of arbitration,
including the fees and expenses of the arbitrator, will be shared equally by the Parties unless thearbitration award provides otherwise. Each Party will bear the cost of preparing and presenting
its case. The Parties agree that this section and the arbitrator’s authority to grant relief will be
subject to the United States Arbitration Act, 9 U.S.C.§§ 1-6, et seq. ("USAA"), the provisions of
this Agreement, and the ABA-AAA Code of Ethics for Arbitration in Commercial Disputes. The
Parties agree that the arbitrator will have no power or authority to make any award that provides
for punitive or exemplary damages. The arbitrator’s decision will be final, binding and nonappealable. The award may be confirmed and enforced in any court of competent jurisdiction.
All post-award proceedings will be governed by the USAA.
(d)
Equitable Relief. The provisions of this Section will not be construed toprevent a Party from seeking a temporary restraining order or injunctive or other equitable relief
in appropriate cases or instituting litigation to compel compliance with this informal dispute
resolution process.
(e)
Exclusive Remedy. The Parties do not intend the remedies contained inthis Section 11 to be exclusive of other remedies that may be available to them at law or equity,and to obtain damages (subject to the limitations herein) or equitable relief.
(f)
Court. The Parties agree to submit to the jurisdiction of the U.S. District
Court for the District of Oregon. If the U.S. District Court for the District of Oregon refuses totake jurisdiction, then the Parties agree to submit to the jurisdiction of the state and/or federal
courts where jurisdiction and venue is proper.
12.

Miscellaneous Provisions.

(a)Notices. All notices required or permitted to be given under thisAgreement will be in writing. Notices may be served by certified or registered mail, postage paidwith return receipt requested; by private courier, prepaid; or personally. Mailed notices will bedeemed delivered 5 days after mailing, properly addressed. Couriered notices will be deemed
delivered on the date that the courier warrants that delivery will occur. Personal delivery will beeffective when accomplished. Unless a Party changes its address by giving notice to the otherParty as provided herein, notices will be delivered to the Parties at the addresses set forth below:
For GEC:
Global Electronics Council
888 SW 5th Ave, Suite 1600
Portland, OR 97204
Telephone: 503-279-9383

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For Participating Manufacturer:Name:______________________________________________

Address: ______________________________________________
Address: ______________________________________________
Phone:______________________________________________

E-mail: ______________________________________________(b)
Section Headings. The section headings in this Agreement are forconvenience only; they do not give full notice of the terms of any portion of this Agreement andare not relevant to the interpretation of any provision of this Agreement.
(c)Governing Law. This Agreement will be governed by and construed inaccordance with the laws of the State of Oregon, U.S.A., without respect to Oregon's rules
governing conflicts of laws.
(d)Survival. Notwithstanding any provision to the contrary contained in thisAgreement, Sections 8, 9, 10, 11, and 12 will survive any termination of this Agreement.
(e)Severability. Any provision of this Agreement that is deemed invalid or
unenforceable will be ineffective to the extent of such invalidity or unenforceability, without
rendering invalid or unenforceable the remaining provisions of this Agreement.
(f)Integration; Amendment. This Agreement constitutes the entire
agreement of the Parties relating to the subject matter of this Agreement. There are no promises,
terms, conditions, obligations, or warranties other than those contained in this Agreement. This
Agreement supersedes all prior communications, representations, or agreements, verbal or
written, among the Parties relating to the subject matter of this Agreement. This Agreement may
not be amended except in writing executed by the Parties.
(g)
Waiver. No provision of this Agreement will be waived unless thewaiver is in writing signed by the waiving party. No failure by any party to insist upon the strict
performance of any provision of this Agreement, or to exercise any right or remedy consequent
upon a breach thereof, will constitute a waiver of any such breach, of such provision or of any
other provision. No waiver of any provision of this Agreement will be deemed a waiver of any
other provision of this Agreement or a waiver of such provision with respect to any subsequent
breach, unless expressly provided in writing.
(h)
Attorneys’ Fees. If any suit, action or arbitration proceeding arising outof or related to this Agreement is brought by any party, the prevailing party or parties will beentitled to recover reasonable attorneys' fees and costs incurred by such party or parties in such
suit, action or proceeding, including without limitation any post-trial or appellate proceeding, orin the collection or enforcement of any judgment or award entered or made in such suit, action orproceeding.

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(i)
Binding Effect. This Agreement will bind and inure to the benefit of,and be enforceable by, the Parties and their respective successors, heirs, and permitted assigns.
Neither Party may assign its rights and obligations under this Agreement without the priorwritten consent of the other Party, which consent will not be unreasonably withheld or delayed.
(j)
No Third-Party Beneficiary Rights. No person not a party to thisAgreement is an intended beneficiary of this Agreement, and no person not a party to thisAgreement will have any right to enforce any term of this Agreement.
(k)Counterparts. This Agreement may be executed in counterparts, all ofwhich when taken together will constitute one agreement binding on both Parties,
notwithstanding that both Parties are not signatories to the same counterpart.
(l)Electronic or Facsimile Signatures. This Agreement may be executed byelectronic or facsimile signatures, each of which will be deemed an original and will be binding
upon each of the undersigned as if signed in the original.
(m)
Authorized Signature. Each individual signing this Agreement below
represents and warrants, on behalf of their respective principals, that they are duly authorized tosign this Agreement and to bind GEC or Participating Manufacturer, as applicable, to the terms
and conditions of this Agreement as set forth herein.

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P26: Issue 1, Rev 6
QMS tracking only - document template approval / effective Date: July 16, 2023

IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement as of_______________, 20____ (the "Effective Date").
Global Electronics Council

PARTICIPATING MANUFACTURER

By:

By:

Name:

Name:

CEO

Title:

888 SW 5th Ave, Suite 1600

Address:

Portland, OR 97204

Telephone: 503-279-9383

Telephone:

E-mail:E-mail:

Date:

Date:

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Owner: Director of FinanceApprover: CEO

P26: Issue 1, Rev 6
QMS tracking only - document template approval / effective Date: July 16, 2023

EXHIBIT 1
Marks
EPEAT Program MarkEPEAT Gold MarkEPEAT Silver MarkEPEAT Bronze Mark

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Owner: Director of FinanceApprover: CEO

P26: Issue 1, Rev 6
QMS tracking only - document template approval / effective Date: July 16, 2023

EXHIBIT 2
GEC Logo/Trademark Use Authorization
The Green Electronics Council dba Global Electronics Council (GEC), managers of the ecolabel
known as EPEAT, requests a royalty-free, irrevocable, non-exclusive, worldwide right andconsent, exercisable at GEC’s sole discretion, to use the logos and trademarks owned by orlicensed to the undersigned ("Participating Manufacturer") solely for the acknowledgment ofParticipating Manufacturer’s participation (whether past or present) in EPEAT. Participating
Manufacturer hereby authorizes GEC to use all logos and trademarks that Participating
Manufacturer provides to GEC in connection with the parties' agreement(s) (collectively, the"Manufacturer Marks") via electronic, online, print or verbal means in any media now known or
hereafter developed. This right and consent extends to any successor in interest to GEC’s
EPEAT program.
Participating Manufacturer further authorizes GEC to use all product specifications, data, andother intellectual property provided to GEC in connection with any current or future agreement
between GEC or any of its divisions, on the one hand, and Participating Manufacturer or any of
its affiliates, on the other hand (collectively, the "Product IP"), solely for purposes of performing
GEC's obligations under such agreement(s).
Participating Manufacturer represents and warrants that it has full power, right, and authority to
grant to GEC the authorizations granted in this agreement, and that it owns or has a license to use(and sublicense) the Manufacturer Marks and the Product IP.
In order to ensure the accuracy of the Manufacturer Marks, Participating Manufacturer agrees toprovide GEC with the current Manufacturer Marks, along with any subsequent changes.
Participating Manufacturer must also notify GEC if Participating Manufacturer’s rights to use the
Manufacturer Marks or Product IP are terminated or restricted in any manner affecting theauthorizations granted to GEC.
Participating Manufacturer hereby promises to indemnify, defend and hold GEC harmless fromany and all claims, costs and expenses incurred by GEC relating thereto, including attorney fees,
insofar as the claim relates to the use by GEC of the Manufacturer Marks or Product IP as
permitted by this agreement. Other than the rights granted here, GEC acknowledges that it has noother rights for use of or in the Manufacturer Marks or Product IP.
LOGO/TRADEMARK ARTWORK REQUIREMENTS
To ensure GEC uses the correct logo/trademark, please provide two (2) digital files of yourlogo/trademark according to the format requirements below:• One (1) logo in color on a white background• One (1) logo in color or white (color preferred) on a black background• EPS format with native vector artwork is preferred (Adobe Illustrator)• PSD, JPEG, TIFF, BMP, GIF or PNG formats also accepted, if at a minimum 300 dpi
and 5" widthPage 15 of 16

Owner: Director of FinanceApprover: CEO

P26: Issue 1, Rev 6
QMS tracking only - document template approval / effective Date: July 16, 2023

Corporate tag lines cannot be part of the logo artwork and must not be included. GEC cannot
accept logos in the following applications or file formats: Adobe PageMaker, MS PowerPoint,
Corel Draw, MS Word, MS Excel, or Quark XPress. GEC cannot accept low-resolution,
flattened artwork. Any trademarks, service marks and related status symbols (TM, SM and ®)that are a part of the COMPANY logo will be included in the artwork. All fonts used in vectorbased applications should be converted to outline art. Color specifications, including Pantone
matching colors or the four-color process equivalent, should be included with the digital files.

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