GLOBALPLATFORM SESIP SECURITY LABORATORY RELATIONSHIPAGREEMENTThis document (the "Agreement") is an agreement between GlobalPlatform, Inc. ("GP"), with offices at 544 Hillside
Road, Redwood City, CA 94062, and the undersigned security laboratory ("Laboratory"), which shall be effective as ofthe date that both GP and Laboratory (each sometimes referred to herein as a “party” and collectively as the “parties”)
have executed below (the "Effective Date").
Whereas, Laboratory would like to submit for licensing as a GP Licensed Laboratory (defined below); andWhereas, subject to the terms and conditions of this Agreement, GP is willing to provide a Letter of Licensing(defined below) for Laboratory.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree to the Terms and Conditions set forth in the following pages of this Agreement.
Laboratory
Name:
Business Address:
State/Province:
City:

Country:

PostalCode:Country:

PostalCode:Laboratory Facility Details (if different than above)
Address:
State/Province:
City: Please check here if you do not want this licensing to appear on the GlobalPlatform website.
Laboratory Contact
Name:
Direct Telephone
Number:Title:
E-mail:Location:

Fax:

Finance and Invoice Contact
Name:
Direct Telephone
Number:Title:
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Terms and Conditions
1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:“Evaluation Services” means the services provided by a Laboratory to determine that a Product fulfils a well-defined setof Security Requirements.
“Full or Participating GP Member” means a Full Member of GP or a Participating Member of GP, which has selected
the TEE Committee for participation purposes, as each is further defined in the By-laws of GP, and remains in ‘good
standing,’ as further defined in the By-laws of GP.
"GP Licensed Laboratory" means a security laboratory and/or facility that performs the Evaluation Services and has
been licensed by GP under this Agreement, pursuant to the SESIP Governance Document.
“GP-related Consulting Services” means any and all consultative, technical or other professional services performed byLaboratory (including without limitation, training, support, customization or other services, but specifically excluding
those Evaluation Services performed under or pursuant to this Agreement) that utilize, relate to, or otherwise exploit,
Laboratory’s knowledge of the Licensed Works or any portion thereof, including without limitation, Laboratory’s
knowledge of tests, test suites, test plans, attack catalog, configurations, related application layers or GP qualification,
validation, evaluation or certification programs, methodologies or processes associated with the Licensed Works orotherwise made available by GP.
“GP Website” means GP’s website located at www.globalplatform.org, and any successor or replacement website
thereto managed and operated by GP.
“Letter of Licensing” means the written, formal recognition and acknowledgment of licensing under this Agreement,
provided by GP to a GP Licensed Laboratory with respect to a specified facility of that GP Licensed Laboratory.
“Licensed Works” means any and all GP materials, including but not limited to any and all scripts, tools, test plans,
technical note and computer code, and any other materials or information of GP made available to Laboratory inconnection with this Agreement or otherwise, any intellectual property rights therein, and all related documentation,
including any subsequent updates, revisions, improvements, and enhancements of some or all of the Licensed Works,that GP has developed or may develop in the future and may make available.
"Product" means a product that has been submitted for evaluation under the Evaluation Services.
“Provider” means the entity submitting a Product for evaluation under the Evaluation Services.
"Security Requirements" means collectively the most recent version (unless GP specifies an earlier version) of SESIP,
GlobalPlatform SESIP Profiles, and any applicable document or amendment as adopted by GP from time to time in the
SESIP context.
“SESIP” means the current publicly available version of the Security Evaluation Standard for IoT Platforms, and any
applicable document or amendment as adopted by GP from time to time in the SESIP context.
"SESIP Governance Document" means the most recent version (unless GP specifies an earlier version) of the
GlobalPlatform SESIP Governance Document (GP_GUI_067), and all amendments, modifications and upgrades as
adopted by GP from time to time. This document is currently available on the GP Website.
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“SESIP Licensed Certification Body” means an ISO 17065 accredited certification body licensed by GP, pursuant to the
SESIP Governance Document.
2. SESIP Evaluation Services. In connection with its performance of Evaluation Services under or pursuant tothis Agreement:
2.1 Accepting Products. During the Term (defined in Section 11) of this Agreement, the Laboratory shallaccept Products directly from Providers to perform Evaluation Services. Laboratory will accept Products
for SESIP evaluation pursuant to this Agreement and negotiate separate agreements with the Provider.
The Laboratory is free to establish its own terms and conditions with Providers for the performance of
Evaluation Services, including, without limitation, pricing, priorities and indemnities; provided that suchterms and conditions are consistent with the Laboratory’s obligations to GP under this Agreement.
2.2 Supervision. The Laboratory shall perform all Evaluation Services under the supervision of a SESIP
Licensed Certification Body and with respect to which the Laboratory has a valid and effective Letter ofLicensing for each a “Licensed Facility”.
2.3 Licensed Facilities. The Laboratory shall perform all Evaluation Services through its Licensed
Facilities and in accordance with this Agreement and the SESIP Governance Document
requirements.
2.4 Laboratory Requirements. The Laboratory shall comply with the requirements set forth herein and in the
SESIP Governance Document, as may be amended from time to time.
2.5 Fees. Laboratory shall pay to GP Consulting Fees in accordance with Section 6.3.2, at the then applicable
Consulting Rate determined and established in accordance with Section 6.3.2 and Appendix B.
3. Risk of Loss. The Laboratory shall be solely responsible for the physical safekeeping of all Products andSecurity Requirements in its possession and shall maintain at all times during the Term of this Agreement, theinsurance policies required pursuant to this Agreement.
4. Confidentiality.
4.1 Generally. Restrictions on Use and Disclosure. Except as set forth in this Section 4, each party and theirrespective employees, officers, directors, and authorized agents (“Personnel”) shall use Confidential
Information of the other party only for the purpose of performing Laboratory’s obligations under thisAgreement, and/or Laboratory’s compliance with the Security Requirements (including but not limited toreporting such compliance as contemplated by the Security Requirements and Evaluation Services), andfor no other purpose whatsoever. Neither party nor any of its personnel shall disclose any Confidential
Information of the other party to any third party without the other party’s prior express written consent ineach instance except as otherwise permitted herein. Laboratory shall restrict disclosure of Confidential
Information to those of its Personnel who have a need to know such Confidential Information for the
purposes of this Agreement and have agreed in writing to restrict their use and disclosure thereof in amanner consistent with the terms of this Agreement. Without limiting the foregoing obligations,
Laboratory shall take all reasonable precautions to prevent the unauthorized use or disclosure of any
Confidential Information in its possession or control during the term of this Agreement and thereafter,
subject to Section 4.2 below.
4.2 Exceptions. Either party’s obligations under Section 4.1 above shall not apply to Confidential Information
to the extent that the receiving party can prove by written documentation that such Confidential
Information:
4.2.1 Was already known to the receiving party or its Personnel prior to its first disclosure to receiving
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4.2.2 is disclosed to receiving party or its Personnel without obligation of confidentiality from a third
party who has the right to disclose such information without restriction;
4.2.3

is or becomes publicly available through no fault of the receiving party or its Personnel; or4.2.4 is independently developed by receiving party or its Personnel without any use ofConfidential Information disclosed pursuant to this Agreement.
4.2.5 Notwithstanding anything contained herein or any other agreement to the contrary, the receiving
party may disclose Confidential Information to:(a) the extent that it is so ordered by a court of competent jurisdiction or by any other governmental,
administrative, or quasi-judicial entity; and(b) the extent it is subject to a request in any litigation in which recipient is a party provided,
however, that recipient provides to discloser prompt written notice of such request prior to suchdisclosure and provides reasonable information and assistance to discloser, at discloser’s
request, to contest or limit such request.
4.2.6 In addition, notwithstanding anything contained herein or any other agreement to the contrary,
and regardless of whether such information constitutes Confidential Information of theLaboratory, GP may disclose to:(a) GP’s personnel with respect to all Products submitted under this Agreement, the corresponding
security evaluation status, results, and issues; and(b) any third party that is subject to confidentiality obligations consistent with those set forth in thisSection 4, any summary or cumulative information (such as, but not limited to, test benchmarking
and processes) that GP, in its sole discretion, deems appropriate in connection with aligningsecurity evaluation and/or certification standards and platforms.
4.3 Return or Destruction. Upon the earliest of the termination of this Agreement or GP’s demand, unlessand to the extent otherwise agreed by GP pursuant to a separate written agreement, Laboratory shallpromptly return to GP all GP property and all Confidential Information of GP. Alternatively, upon GP
request, the Laboratory shall destroy all Confidential Information, and all copies thereof, in Laboratory’s
possession or control, and shall provide a certificate signed by an officer of Laboratory that certifies such
destruction in detail acceptable to GP.
4.4 Confidential Information. "Confidential Information" means all information or material that (i) relates to (A)the Provider or any Products, (B) the Security Requirements, or (C) the evaluation of any Products underor in connection with the Evaluation Services and (ii) is provided by GP or is marked confidential or bears
a marking of like importance. Such marking must be sufficiently specific to enable the recipient to identify
the information considered to be Confidential Information by the discloser. Information disclosed byLaboratory in a non-tangible form will be considered Confidential Information only if the discloser
identifies such information in writing to the recipient within thirty (30) days of the initial disclosure.

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5. Competency.
5.1 GP Recognition. Neither the Laboratory nor any Licensed Facility thereof shall accept any Products for
SESIP evaluation unless the Laboratory, and all physical facilities that will be involved in the Evaluation
Services, have first undergone an assessment and been formally recognized as a Licensed Facility by
GP, which assessment may be carried out directly by GP or through a third party assessor selected by
GP. GP shall be free to establish the terms and conditions of the assessment, the purpose of which is toensure that the Laboratory and the facilities engaged in the Evaluation Services meets the SESIP
Governance Document. When a third-party assessor is used, Laboratory agrees to pay all fees incurred
to conduct such assessment directly to the assessor. Once satisfactory assessment is completed, GP
shall be permitted to identify the Laboratory’s name, and its recognized facilities and related information,on the GP Website, or in such other publications as may be released by GP from time to time, which
detail all the licensed facilities.
5.2 Periodic Audits. In addition to any audit rights that may exist in the SESIP Governance Document, andunless GP otherwise has good cause for additional periodic audits, GP may perform periodic
assessments (not more often than once every 12 months) to assess whether the Laboratory, and each of
its Licensed Facilities engaged in Evaluation Services, continues to meet SESIP Governance Document
requirements. When a third-party assessor is used, the Laboratory shall pay the assessment fees directly
to the assessor.
5.3 Interim Proficiency Assessments. In addition to the audit described in Section 5.2, from time to time, andnot more than once per calendar year, the Laboratory and each of its Licensed Facilities engaged in
Evaluation Services, shall perform proficiency tests requested by GP. GP shall be free to establish theterms and conditions of the assessment, the purpose of which is to assess whether the Laboratory, andeach of the Licensed Facilities engaged in Evaluation Services, continues to meet SESIP Governance
Document requirements.
5.4 Witnessing Evaluation Services. The Laboratory shall (a) permit GP (or its designee) to observe any
Evaluation Services performed under this Agreement and shall follow any reasonable requests made by
GP in connection with such visits regarding the manner of conducting any or all such security
evaluations, in each case, at Laboratory’s sole cost and expense.
5.5 Accreditations and Certifications. The Laboratory shall provide evidence of all accreditations claimed.
These may include accreditation under the relevant national implementation of ISO/IEC 17025, ISO/IEC
9000 (Quality management systems), ISO/IEC 15408 and ISO/IEC 18045 (Common Criteria for IT
security evaluations) or other international, national, or industry standards.
6. Consulting Services.
6.1 Grant of License. Subject to the terms and conditions of this Agreement, GP hereby grants to Laboratory
a limited, non-exclusive, worldwide, non-transferable, revocable license to use the Licensed Works solely
on an internal basis as necessary for purposes of providing GP-related Consulting Services (the“License”).
6.2 Restrictions.
6.2.1 No Copying, Modification, Distribution or Sublicensing. Except as otherwise expressly
provided herein or agreed by GP in writing, under no circumstance shall Laboratory copy orotherwise use the Licensed Works or any portion thereof for any purpose, including without
limitation, for purposes of creating or developing any test Product or providing GP testing
services. Notwithstanding anything to the contrary in this Agreement, under no circumstances
shall Laboratory sublicense, publish, modify, distribute, demonstrate, sell, offer for sale, disclose,or create derivative works based upon the Licensed Works or any portion thereof without theexpress written approval of GP.
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6.2.2 Copyright/Patent Notice. All reproductions or embodiments of any of the Licensed Works,
related documentation, or any portion of any of the foregoing shall incorporate the legends thatappear on such Licensed Works or such other legends as GP may instruct Laboratory from time
to time.
6.2.3 Restricted Rights. Use, duplication, or disclosure by or to the United States government may
be subject to Restricted Rights as set forth in the Rights in Technical Data and Computer
Software Clauses in DFARS 252.227-7013 (c)(1) and FAR 52.227-19(a)-(d) as applicable (orsuccessor regulations thereto) and Laboratory agrees to comply with all such Restricted Rights inconnection with its use of any of the Licensed Works.
6.2.4 No Warranties or Guaranties. Under no circumstances shall Laboratory make or publish any
representation, warranty, or guarantee by or on behalf of GP concerning any Licensed Works or
portion thereof.
6.3 Payment and Reporting. In addition to any applicable payment or other obligations arising fromLaboratory’s status as a member of GP, Laboratory shall, as and in the manner specified below, record,
report to GP regarding, and pay to GP the Consulting Fees specified below with respect to, all GP-related
Consulting Services performed or provided by Laboratory:
6.3.1 Reporting. Within fifteen (15) days after the end of each calendar quarter, Laboratory shallprovide to GP a report identifying and enumerating all GP-related Consulting Services performedby Laboratory during such calendar quarter (each a “Report”), in each case detailing all such GPrelated Consulting Services and the corresponding amount Laboratory charged to perform such
GP-related Consulting Services.
6.3.2 Fees. On a calendar quarterly basis, with respect to all GP-related Consulting Services
performed by Laboratory during the applicable calendar quarter, GP will invoice Laboratory for an
amount (“Consulting Fees”) equal to the product of (a) GP’s then current Consulting Rate
multiplied by (b) the amount Laboratory charged for such GP-related Consulting Services.
Laboratory shall pay each of the foregoing invoices within thirty (30) days of the applicableinvoice date. A late fee of 1% per month will apply to all late payments. For purposes hereof,“Consulting Rate” means the percentage set forth on Appendix B hereto, as modified from time
to time by GP in accordance with this Section. Laboratory acknowledges and agrees that GP
may change the Consulting Rate at any time and from time to time upon at least ten (10) days’
notice (which notice may be delivered by email and shall be deemed delivered upon transmission
regardless of anything to the contrary) or by posting a corresponding revised Consulting Rate on
the GP Website.
6.3.3 Access to Books and Records. Laboratory shall prepare and maintain complete and accurate
books and records relating to all GP-related Consulting Services, related fees, and its use of theLicensed Works. While this Agreement is in effect, and for a period of six (6) months thereafter,
GP shall have the right, at its expense and upon reasonable notice, twice per calendar year, toexamine, or have examined by an accountant designated by GP, Laboratory’s books, andrecords in order to determine and verify performance under this Agreement (each suchexamination, an “Audit”). In the event GP determines, in its reasonable discretion, that
Laboratory has underpaid the amount of fees owed in accordance with this Agreement,
Laboratory shall reimburse GP for all costs incurred in connection with the applicable Audit andshall promptly pay to GP the amount of such underpayment, along with all applicable late fees.
6.4 Support and Maintenance. GP shall have no obligation (to Laboratory or otherwise) to support ormaintain the Licensed Works or any portion thereof.

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6.5 Intellectual Property. Notwithstanding anything to the contrary in this Agreement, Laboratory
acknowledges and agrees that the Licensed Works and all intellectual property rights in or thereto shall,at all times, be and remain the exclusive property of GP. Except for the licenses expressly granted
herein, nothing in this Agreement shall be construed to convey or license to Laboratory or any third party
any right, title, or other interest whatsoever, and GP hereby expressly reserves all other rights. For
purposes of this Agreement, “intellectual property rights” means, on a worldwide basis, any and all: (i)rights associated with works of authorship, including copyrights thereof; (ii) trade secrets or any data or
information which provides value or a competitive advantage to its holder by not being publicly known;(iii) patents, patent applications, continuations, divisionals, reexaminations, reissues; (iv) designs,
algorithms and other industrial property rights; (v) other intellectual and industrial property rights of every
kind and nature, however designated, whether arising by operation of law, contract, license or otherwise;and (vi) applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions orreissues thereof now or hereafter in force of the foregoing (including any rights in any of the foregoing)
and foreign equivalents thereof.
7. Public Statements. GP shall have the right to publicly announce that the Laboratory has entered into thisagreement with GP, as well as any subsequent licensing provided by GP. Subject to GP’s prior written approval,
during the Term only, the Laboratory may publicly announce that it has entered into this Agreement with GP.
Unless otherwise authorized by GP in writing, the Laboratory shall not make any other public statements regarding
this Agreement, or the arrangements contained herein. GP may publish, in connection with SESIP documentation,
contact information about those facilities including the Laboratory, and each of its Licensed Facilities engaged in
Evaluation Services. The Laboratory acknowledges that GP intends to enter into agreements like this Agreementwith other entities, and that such other entities may also be listed by GP.
8. Indemnity. Except to the extent solely caused by GP’s gross negligence or willful misconduct, the Laboratory
shall indemnify, defend and hold harmless GP, GP’s members, and each of GP’s and GP Member’s subsidiaries,
member financial institutions, and their respective directors, officers, employees, agents, successors and assigns(collectively, the “Indemnified Parties”) from all claims, losses, liabilities, damages, suits, actions, government
procedures, taxes, penalties, or other costs brought against the Indemnified Parties arising from: (i) any breachof this Agreement or failure by Laboratory or any of its facilities to perform any tests in accordance with or tootherwise comply with SESIP Governance Document requirements ; (ii) any negligent act or omission by
Laboratory or any of its facilities or its or their willful misconduct; and (iii) any action or the use of any device,product, system or methodology that has not been expressly required by GP. EXCEPT FOR DAMAGES CAUSEDBY WILLFUL MISCONDUCT OF A PARTY OR BY BREACH OF SECTION 4 OF THIS AGREEMENT, IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT OR SPECIAL DAMAGES, HOWEVER CAUSED, WHETHER UNDER THEORY OF CONTRACT,TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO
INDEMNIFICATION OWED BY LABORATORY TO GP FOR THIRD PARTY CLAIMS. NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY, GP’S TOTAL LIABILITY UNDER THIS AGREEMENTSHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000).
9. Insurance. The Laboratory shall comply with the insurance requirements set forth in Appendix A, as
may be amended from time to time in writing by GP and shall maintain all other insurance as required byapplicable law.

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10. Technology License.
10.1 Grant. GP hereby grants the Laboratory a royalty-free, revocable, non-transferable, non-assignable
license to use all Licensed Works delivered by GP to the Laboratory in connection with this Agreement(including Security Requirements), as may be necessary to permit Evaluation Services during the Term.
Except as otherwise expressly provided in this Agreement or in a separate written agreement with GP,
the Laboratory may use such Licensed Works solely for purposes of carrying out Evaluation Services
under this Agreement or to facilitate Laboratory’s efforts to assist vendors in developing products that will
be submitted for Evaluation Services. ALL LICENSED WORKS ARE PROVIDED ON AN “AS IS” BASIS,“WITH ALL FAULTS” KNOWN AND UNKNOWN, AND WITH NO WARRANTIES OF ANY KIND. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GP EXPRESSLY DISCLAIMS AND
LABORATORY EXPRESSLY WAIVES, ALL IMPLIED WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR ANY PURPOSE,
MERCHANTABILITY AND NON-INFRINGEMENT.
10.2 Avoidance of Claims and Mitigation of Damages. In the event that GP becomes aware of a potential
claim of infringement with respect to the Licensed Works or any portion thereof that has been or may beasserted against GP, Laboratory or any third party, GP may in its sole discretion (i) modify such Licensed
Works so as to avoid such infringement or potential claim, (ii) procure for Laboratory the right to continue
using such Licensed Works or (iii) terminate any or all of the licenses granted in this Agreement withrespect to such Licensed Works upon written notice. In the event that GP modifies the Licensed Workspursuant to this Section, Laboratory shall promptly upon written notice thereof from GP cease providing
Evaluation Services and/or GP-related Consulting Services that incorporate, reference or implement theunmodified version of the Licensed Works.
11. Term.
11.1 Term. This Agreement shall commence on the Effective Date and shall continue thereafter for a term
ending as of the effective date of termination pursuant to this Section 11 (the “Term”).
11.2 Termination. Either party shall have the right to terminate the Agreement at any time during the Term,with or without cause, by delivering written notice of its intent to terminate with 30 calendar days’ notice.
Additionally, (a) either party may terminate this Agreement immediately upon notice to the other if theother becomes insolvent or files a voluntary or involuntary proceeding in bankruptcy, or has a receiverappointed to administer its assets, or if the other party becomes subject to a dissolution, liquidation orother winding-up of its business and (b) GP may terminate this Agreement immediately upon notice toLaboratory in the event GP suspects, determines or receives notice that the Licensed Works, any part
thereof or any Evaluation Services or GP-related Consulting Services provided by Laboratory infringe any
third-party intellectual property right.
11.3 Effect of Termination. Upon termination of this Agreement: (a) Laboratory will immediately (i) cease all
Evaluation Services in connection with this Agreement (provided, however, that if and to the extent
instructed by GP, Laboratory shall complete all work in progress in connection with SESIP evaluations
under the Evaluation Services pursuant to this Agreement) and (unless and to the extent approved inwriting pursuant to a separate written agreement with GP) cease all GP-related Consulting Services, andin either case destroy all marketing and other materials relating to such ceased services, (ii) while
Laboratory remains a Full or Participating GP Member, cease all use of the Licensed Works other thansuch use as is generally permitted for Members of GP of the same class as Laboratory and (iii) at suchtime as Laboratory is no longer a Full or Participating GP Member, cease all use of the Licensed Worksand (b) all rights and obligations of the parties hereunder shall terminate, except that Laboratory’s
obligation to pay GP any amounts then due hereunder and the parties’ respective rights and obligations
under Sections 2.5, 2.6, 3, 4, 7, 8, 11.3 and 12 of this Agreement shall survive.

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12. General.
12.1 Compliance with Laws and Export Regulations. To the extent applicable, Laboratory agrees to comply
with the US Export Administration Regulations and all other applicable laws and regulations governing
export, import or use of encryption products and technology.
12.2 Governing Law. This Agreement shall be governed by the internal laws of the state of Delaware, without
regard to its choice of law provisions, as such laws are applied to agreements entered into and fully
performed in Delaware. The Laboratory consents to the non-exclusive jurisdiction of the Federal andState courts located in Delaware, U.S.A., for purposes of resolving disputes that may arise under thisAgreement.
12.3 Injunctive Relief. The parties acknowledge that a violation of Section 4 (Confidentiality) or any licenseprovision or restriction hereof would cause irreparable injury and that damages at law for any such breach
would be inadequate and would be impossible to ascertain. In the event of the breach or threatened
breach of any such obligations, in addition to any and all other remedies at law or in equity, the nonbreaching party shall have the right to injunctive relief enjoining any and all threatened or actual activities
in violation thereof; and each party hereby consents and agrees that temporary and permanent injunctive
relief may be granted in any proceedings which might be brought to enforce any such rights without thenecessity of posting bond.
12.4 Amendments. No modification or amendment to this Agreement shall be effective unless made in writing,executed by both parties. No waiver under this Agreement in one instance shall cause or be construed tocause a waiver in any other instance.
12.5 Entire Agreement. This Agreement, together with its appendices, represents the parties’ entire
agreement with respect to Evaluation Services, superseding all prior written or other agreements
pertained thereto.
12.6 Independent Contractor. This Agreement establishes the terms upon which the Laboratory will act as anindependent contractor to Providers, but does not establish any partnership, fiduciary, employment orother relationship between GP and the Laboratory.
12.7 Force Majeure. The Laboratory shall not have any liability to GP in respect of any delay in carrying out or
failure to carry out any of its obligations under this Agreement, caused by fire, strikes or other industrial
action or dispute, acts of Government, or any other circumstances outside the reasonable control of theLaboratory.
12.8 Compliance with Applicable Law. The Laboratory shall comply with all applicable laws in carrying out its
obligations under this Agreement and its agreements with Provider in connection with this Agreement. In
the event the Laboratory is unable to perform any of its obligations hereunder due to applicable law, theLaboratory shall promptly inform GP of such law. In the event any provision of this Agreement isunenforceable under applicable law, that provision will be stricken from this Agreement for so long, andonly to the extent necessary, to make the remaining portions of this Agreement effective, but only if bydoing so, the essential purposes of this Agreement remain in effect.
12.9 No Inconsistent Agreements. Laboratory shall not enter into any agreements or understandings with any
third-party or entity that would subject Laboratory to any obligation or responsibility, expressed or implied,that would prevent Laboratory from providing GP with the full benefit of the obligations andresponsibilities set forth herein, including but not limited to Sections 2.5 and 4.2 of this Agreement.
Further, Laboratory represents and warrants that as of the Effective Date, Laboratory is not subject toany agreements or understandings that would subject Laboratory to any obligation or responsibility,
expressed or implied, that would prevent Laboratory from providing GP with the full benefit of theobligations and responsibilities set forth herein, including but not limited to Sections 2.5 and 4.2 of thisAgreement.
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12.10
Attorneys' Fees. In the event of a dispute between the parties regarding the enforcement orinterpretation of any terms of this Agreement, the non-prevailing party shall pay the reasonable costs andattorneys' fees of the prevailing party, including the reasonable costs and attorneys' fees incurred in theappeal of any final or interlocutory judgment.
12.11
Rights and Remedies. The rights and remedies provided by this Agreement are cumulative andthe use of any one right or remedy shall not preclude or waive the right to use any or all other remedies.
These rights and remedies are given in addition to any other rights the parties may have by law, statute,ordinance or otherwise.
12.12
Notices. Except as otherwise stated in this Agreement, any notices required or permitted by thisAgreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (i)by electronic mail, sent with a confirming receipt, effective when such confirming receipt is received bysending party; (ii) by personal delivery when delivered personally; (iii) by overnight courier upon written
verification of receipt; (iv) by certified or registered mail, return receipt requested, upon verification ofreceipt; (v) by a facsimile transmission with a return receipt and written confirmation of such transmission
sent to the recipient. Notice shall be sent to the addresses first set forth above or such other address as
either party may specify in writing.
12.13
Counterparts. This Agreement may be executed in two or more counterparts, each of which shallbe deemed an original, but all of which together shall constitute one and the same instrument. For
purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall bedeemed to be an original.
IN WITNESS WHEREOF, the duly authorized officers of the parties have executed this Agreement on behalf of theparties for effectiveness as of the date first written above.
GLOBALPLATFORM, INC.

LABORATORY

By:

By:

Name:

Name:

Title:

Title:

Date:

Date:

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GLOBALPLATFORM SESIP SECURITY LABORATORY RELATIONSHIP AGREEMENTAPPENDIX A – INSURANCE
Laboratory shall maintain in effect at all times during the Term of this Agreement with respect to the Laboratory, its
Licensed Facilities and all other facilities utilized by any of the foregoing in connection with the Evaluation Services(collectively, the “Laboratory”), at the Laboratory’s sole cost and expense, the following insurance coverage with respect
to Laboratory’s (and its personnel, including employees’ and contractors’) performance under this Agreement. Unlessprovided by a government-run system, such insurance shall be issued by financially responsible and properly licensed
insurance carriers rated at least A- VII by AM Best (or the reasonable equivalent by another reputable rating agency).
1. WORKERS’ COMPENSATION OR EMPLOYERS’ LIABILITY INSURANCE covering all Laboratory
personnel for employment-related injury or illness in accordance with applicable legal and regulatory requirements inthe jurisdictions where Laboratory’s services are performed.
2. COMMERCIAL GENERAL LIABILITY INSURANCE or PUBLIC LIABILITY INSURANCE written
on an occurrence form and including coverage for bodily injury, property damage, products and completed operations,personal injury, advertising injury and contractual liabilities with minimum limits of US$1,000,000 per occurrence andUS$2,000,000 annual aggregate (or equivalent value in foreign currency).
3. If automobiles will be used in connection with this Agreement in any way, AUTOMOBILE LIABILITY
INSURANCE including owned, leased, hired or non-owned autos subject to minimum limits of
US$1,000,000 (or equivalent value in foreign currency) for bodily injury and physical damage.
4. TECHNOLOGY ERRORS & OMISSIONS/PROFESSIONAL LIABILITY INSURANCE covering
liabilities for financial loss resulting or arising from acts, errors, or omissions in rendering of
Evaluation Services and Laboratory’s performance under this Agreement or from any related data
damage/destruction/corruption with a minimum limit of US$2,000,000 (or equivalent value in foreign
currency) each claim and annual aggregate.
5. All other insurance required by the applicable laws or regulations in the jurisdictions whereLaboratory’s services are performed.
If any of the above insurance is written on a claims-made basis, then Laboratory shall maintain such insurance withseparate limits for this Agreement for five (5) years after the termination of this Agreement.
To the extent permissible by law, Laboratory agrees to waive subrogation against GP for any injuries to Laboratory’s
personnel arising out of or in any way related to Laboratory’s performance under this Agreement. Further, unlessprohibited by law or commercially unavailable in the applicable jurisdiction where Laboratory’s services are performed,
Laboratory agrees that it shall ensure that the Workers’ Compensation/Employer’s Liability coverage required above
agree to waive all rights of subrogation against GP for any claims arising out of or in any way connected to Laboratory’s
performance under this Agreement.
Upon execution of this Agreement, or as otherwise agreed by GP, and annually thereafter, Laboratory shall furnish one
or more certificates, satisfactory to GP, from each insurer (or its authorized agent) evidencing that the coverage required
herein is in full force and effect in compliance with this Agreement. Each such certificate shall state, at a minimum, therelevant policy number(s), the insurer(s), date(s) of expiration and limits of coverage. Unless otherwise instructed by
GP, Laboratory shall cause such certificates to be sent to GP at the mailing address stated in this Agreement. Laboratory
shall obtain replacement insurance complying with these requirements immediately upon any cancellation or material
revision of its coverage. Fulfillment of obligations to procure insurance shall not otherwise relieve Laboratory of any
liability hereunder or limit Laboratory’s obligations to indemnify GP.

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In the eventuality that Laboratory subcontracts or assigns any portion of its services under this Agreement, Laboratory
shall require any such subcontractor to purchase, maintain and evidence insurance coverage of such types and insuch amounts as are reasonably appropriate for the services being provided by such subcontractor.
GP does not in any way represent that the insurance or limits of insurance required above are sufficient or adequate
to protect Laboratory’s interests. Laboratory is responsible at its sole expense for obtaining any additional insurance
Laboratory deems necessary to protect its interests.

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APPENDIX B – CONSULTING RATE
Consulting Rate:0%*.

*Subject to change at any time in accordance with Section 6.3.2 of the Agreement.

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