Licence Agreement
By using the Superior Taste Award and all Superior Taste Award material, you recognize to be fully
informed of and to have accepted the present agreement (hereinafter, the “Agreement”) as well as
the Evaluation Rules available on the Taste Institute Website: www.taste-institute.com that form an
integral part hereof.
THIS AGREEMENT is madebetween
The International Taste Institute, company incorporated and existing under the laws of Belgium,
having its registered office at 105A rue colonel Bourg 1140 Brussels - Belgium, registered under thenumber 867 327 874, and duly represented by Eric de Spoelberch, Managing director (hereinafter the“Taste Institute”):
And
The designated Non-Exclusive Licensee:-having received confirmation by email by The Taste Institute that it was granted an award.
-having validated the terms of this licence in the private “my account” section of The Taste institute’s
website: www.taste-institute.com
Separately referred to as “Party” and jointly referred to as “Parties”.
WHEREAS, the Taste Institute organizes taste-evaluations (hereinafter the "Evaluations") of consumer
food and drink products (hereinafter the “Product(s)”), and grants a certification to the participatingcompanies (hereinafter the “Participants”) to honour and promote superior tasting products, known
as the Superior Taste Award (hereinafter "Award");
WHEREAS, the Products that have obtained a positive evaluation (overall score above 70%) are
granted the Award (hereinafter “the Awarded Products”);
WHEREAS, the Taste Institute is the owner of all rights, title and interest in and to the several
registered trademarks and associated names, as well as copyright related to the Award andassociated logos and graphics (hereinafter the “Licensed Marks and Copyrights”);
WHEREAS, the Taste Institute desires to grant a free, limited and non-exclusive license to awarded
participating companies for use of the Licensed Marks and Copyrights in the advertising, marketing,promotion and sales of their Awarded Products , and the Licensee wishes to use such Licensed Marksand Copyrights for these Awarded Products.

The Taste Institute and the Licensee do hereby covenant and agree as to the following:
Licensed Marks and Copyrights
The Licensed Marks and Copyrights under this Agreement refer to the Award trademarks andassociated names, logos and graphics as described on the Taste-Institute website: www.tasteinstitute.com and available in the private “My account” section of the Taste Institute’s website:
www.taste-institute.com
Effective dateThis Agreement shall become effective upon the date of the written notification sent via e-mail by
the Taste Institute that a Product has been granted an Award provided that the Licensee has
accepted this Agreement (hereinafter, the “Effective Date”).
Grant of a Non-Exclusive License
Subject to Licensee's continued compliance with this Agreement and the Evaluation Rules, the Taste
Institute hereby grants the Licensee a non-transferable, non-assignable and non-exclusive limited
license (hereinafter the “License”) to use the Licensed Marks and Copyrights for the Awarded
Products for a period of three (3) years.
FeeThe present License is granted by the Taste Institute to the Licensee free of any charge.
Term of the License
The License shall terminate automatically and without further notice three (3) years after the EffectiveDate. Tacit renewal is explicitly excluded.
Notwithstanding the above, the License shall terminate prior to the term stated under Article 5.1 incase:this Agreement is terminated by mutual agreement of the Parties;
this Agreement is terminated by the Taste Institute as provided hereunder in this Agreement.
Compliance with the Evaluation Rules
The Evaluation Rules as duly agreed by the Licensee form an integral part of this Agreement.
Any violation, by the Licensee, of the Evaluation Rules shall be considered as a violation of thisAgreement, and vice-versa.

Use of the Licensed Marks and Copyrights:
Licensee shall use the Licensed Marks and Copyrights solely on and in association with the Licensee's
advertising, marketing, promotion and sale of the Awarded Product(s) on labels, packaging, printed
documents, advertisement and electronic media.
Licensee shall not use the Licensed Marks and Copyrights in any other way, unless it has obtained
the Taste Institute prior written express consent hereto.
Quality Control Monitoring:
The Taste Institute is entitled at all times to monitor and verify the Licensee’s compliance with thisAgreement and the Evaluation Rules. For example:
Upon written demand at any time by the Taste Institute, Licensee shall supply a sample of any or all
advertising and promotional material, labels, packaging, etc., which will be/are used by the Licensee
bearing the to the Award and associated logos and graphics protected by the Licensed Marks andCopyrights .
The Taste Institute may also, at any time, proceed to an audit with the Licensee (including theinspection of its books and records) in order to verify that the actual use of the Licensed Marks andCopyrights is in full compliance with this Agreement and the Evaluation Rules.
The Taste Institute may also re-evaluate randomly selected commercially available samples of theProduct(s) that were originally tested for the Award.
Licensee understands and agrees that this provision is of key importance to the Taste Institute andthat any breach thereof shall be considered as a material breach sufficient to allow the Taste Instituteto terminate this Agreement immediately, without notice, indemnity, or legal action in accordancewith Article 11 of this Agreement.
Intellectual property
The Taste Institute is and remains the sole and exclusive owner of and maintains every right, title andinterest in and to the Licensed Marks and Copyrights.
The Taste Institute may continue to use the Licensed Marks and Copyrights as it deems fit, including
but not limited to granting a License to third parties having been granted an Award for theirAwarded Products.
Licensee has no right to modify or change the Licensed Marks and Copyrights without the priorwritten express consent of the Taste Institute.
Licensee shall have no right to sublicense, assign, encumber, transfer, convey or otherwise dispose of
the License or right to use the Licensed Marks and Copyrights, or to permit the same to besublicensed, assigned, encumbered, transferred, conveyed or otherwise disposed of without the priorwritten express consent of the Taste Institute.
Licensee covenants and warrants that the use of the Licensed Marks and Copyrights is in compliancewith local applicable laws, rules and regulations.
Counterfeiting
Licensee shall inform the Taste Institute immediately in case of a claim or a legal action incounterfeiting directed against the Licensee, as well as of any suspected infringement of the Licensed
Marks and Copyrights that comes to its attention.
The Taste Institute shall have the sole right to decide to take any legal action against counterfeitersof the Licensed Marks and Copyrights indicated by Licensee.
The defence against claims by third parties relating to the validity of the Licensed Marks andCopyrights (request for cancellation, oppositions, official refusals, actions for cancellation) shallexclusively be reserved to the Taste Institute. The Taste Institute will not indemnify the Licensee
against any damages and losses arising or resulting from such claims.
Suspension of the License
In case of a material change to the Awarded Product, its ingredients or its manufacturing process,the Licensee shall immediately inform the Taste Institute in writing.
Upon receipt of the notification, the Taste Institute shall have the Product reassessed in order for theLicensee to keep the right of use of the Award and the Licensed Marks and Copyrights.
During the time of the reassessment, the License granted under this Agreement shall be suspended
and the Licensee shall not further use the Licensed Marks and Copyrights.
At the end of the reassessment, the Taste Institute shall inform the Licensee of its decision. If theTaste Institute decides against the renewal of the Award, it shall of the right to terminate theAgreement in accordance with Article 11.2.

Termination without notice
In case of the Licensee’s bankruptcy, liquidation, insolvency, restructuring, sale of business,
administrative or judicial tutoring, judicial request for suspending payment, deferred or conditional
payment arrangements of any type with its creditors, the Taste Institute shall have the right, without
prejudice to its other rights or remedies, to terminate this Agreement and all rights granted under,
without prior notice, indemnity or legal action.

This Agreement and all rights granted herein shall cease and terminate immediately, without
prejudice the Taste Institute’s other rights or remedies and without prior notice, indemnity or legal
action if:
in case of a material breach of this Agreement, including the Evaluation Rules, that cannot be cured,
the Taste Institute decides against the renewal of the Award in case of the re-evaluation of amodified Awarded Product as referred to in article 10.

Termination for cause
The Taste Institute may terminate this Agreement immediately upon the Licensee’s material default
to perform this Agreement and/or to comply with the terms and conditions of this Agreement,
including the Evaluation Rules, provided that the Licensee has not remedied such default within
fifteen (15) days after a written notice thereof was sent by the Taste Institute to the Licensee.

The Taste Institute may terminate this Agreement immediately if the Licensee's use of the Licensed
Marks and Copyrights materially or immaterially impairs the reputation and goodwill of the Taste
Institute, as solely determined by the Taste Institute, provided that Licensee has not adapted its
conduct within fifteen (15) days after a written notice thereof was sent by the Taste Institute.
The foregoing is without prejudice to the Taste Institute’s other rights, including its right to inform
third parties and the public of the termination of the Agreement, as well as its right to claim
compensation from the Licensee of all direct, indirect, special or consequential damages, such as but
not limited to, loss of profits.

Consequences of termination
The provisions of this Agreement that, by their sense and context, are intended to survive
performance by either Party or both Parties shall also survive the completion, expiration, terminationor cancellation of this Agreement.
Upon termination of this Agreement, for whatever reason, Licensee shall :immediately cease to use the Licensed Marks and Copyrights, as well as any imitation, look-a-like orvariation thereof, in any way.
promptly withdraw any and all advertising and promotional materials, packaging, etc. which uses the
Licensed Marks and Copyrights.

promptly return to the Taste Institute any and all proprietary information received in the frame ofthis Agreement.

Force Majeure
No Party shall be deemed in breach of this Agreement or the Evaluation Rules, if it is unable to fulfil
its obligations by reason of ﬁre, earthquake, strikes, act of God, death, illness or incapacity, acts orrequirements of government authorities, war or other hostilities, riot or civil commotion, embargo
any other event beyond its control (collectively referred to as ‘Force Majeure Event’). Upon
occurrence of any Force Majeure Event, the Party hit shall promptly give written notice to the otherParty of its inability to perform or of delay in fulfilling its obligations. In case the Force Majeure Event
continues to exist for 30 days, the other Party will have the right to terminate the Agreement without
having to pay compensation.
Severability
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to beeffective and valid under the applicable law.
If at any time, any provision or part thereof of this Agreement is held invalid or unenforceable in any
respect, this shall not affect the validity of the remaining provisions or parts thereof, which willremain in full force and effect. Moreover, the Parties undertake to renegotiate in good faith a newprovision replacing the original one, maintaining the initial purpose and, to the extent possible,
having an equivalent result, in order to re-establish the contractual balance between the Parties.
Entire Agreement
This Agreement and the Evaluation Rules comprise the entire understanding of the Parties hereto on
the subject matter herein contained, and supersede all prior or other agreements, understandings
and discussions between the Parties, whether written or oral, relating to the subject matter of thisAgreement.
Modification/WaiverThis Agreement may be modiﬁed by the Parties. Any modiﬁcation of this Agreement must be agreed
upon and signed in writing by the Parties.
Failure by either Party to enforce any right or to seek to remedy any breach under this Agreement
shall not be construed as a waiver of such rights, nor shall a waiver by either Party of default in one
or more instances be construed as constituting a continuing waiver or as a waiver of any otherbreach.
LanguageThis Agreement is drawn up in English. In case of inconsistencies with a version drawn up in anotherlanguage the English version shall prevail as the only official language of this Agreement.

Governing Law and Jurisdiction
The present Agreement shall be governed by, construed and enforced in accordance with BelgianLaw.
Any dispute arising from or in connection with this Agreement, shall be submitted to the exclusive
jurisdiction of the French speaking Commercial Court of Brussels.

A signed version of this agreement is available to the Licensee upon request by email to info@tasteinstitute.com