GLOBALPLATFORM QUALIFICATION AND LISTING AGREEMENT
For Laboratory
This document (the “Agreement") is an agreement between GlobalPlatform, Inc. (“GP”), with offices
at 544 Hillside Road, Redwood City, CA 94062, and the undersigned laboratory (“Company”), and shall beeffective as of the date that both GP and Company (each sometimes referred to herein as a “party” andcollectively as the “parties”) have executed below (the “Effective Date”).
Whereas, one or more Facilities (defined below) of the Company have been or may be submitted
for Qualification (defined below) as a GP Qualified Lab (defined below); andWhereas, subject to the terms and conditions of this Agreement, GP is willing to provide a
Qualification and Listing (defined below) for each of Company’s Facilities that have achieved such
Qualification, and Company desires such Qualification and Listing.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, theparties hereby agree to the Terms and Conditions set forth in the following pages of this Agreement.
Company
Company Name:Business Address:
State/Province:

Country:

PostalCode:

City:
Company Contact
Name:
Direct Telephone
Number:Title:
E-mail:Location:

Fax:

Company Officer Signature Date 

Company Officer
Name:

Title:

GlobalPlatform, Inc.
GlobalPlatform, Inc.
Signature Name:
Title:
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Terms and Conditions
1.
Definitions.
meanings:

For purposes of this Agreement, the following terms shall have the following“Configuration” means a particular set of features and implementation rules as specified by GP for,or required by, a given GP specification, such as a configuration for mobile or a configuration for governmentuse or a given specification from a GlobalPlatform partner such as GSMA.
“Eligible Member” is defined in Section 3(d).
"Facility" means a specified functional evaluation facility of a laboratory, including personnel
operating or performing work for such facility, that performs tests of Products in compliance with GP ProductQualification defined requirements and procedures.
“Full or Participating GP Member” means a Full Member of GP or a Participating Member of GP,
as each is further described in the By-laws of GP.
"GP Certification Body" means, collectively, the individual(s) and/or entity(ies) designated by GP
as providing the role of certification secretariat for functional certification scheme in connection with thecurrent GlobalPlatform Self-Testing and Product Qualification Process.
“GP Certification Body Requirements” means the requirements established by GP from time to time
for certification of vendors and products under the associated GP Certification Body
“GP Lab Qualification” means written accreditation provided by GP with respect to a Facility
pursuant to an applicable Qualification Letter, indicating that GP formally recognizes such Facility as having
satisfied all of the requirements and conditions for laboratory accreditation for purposes of performing testsof certain types of Products submitted for GP Product Qualification under GP’s then current laboratory
accreditation and reaccreditation processes, so long as such Qualification has not expired, terminated, or
been revoked, withdrawn or invalidated.
“GP Lab Testing Services” means the testing and validation of proposed GP Qualified Products by
a GP Qualified Lab for purposes of determining whether such proposed GP Qualified Products comply with
relevant Configurations.
“GP Materials” is defined in Section 5(d).
“GP Product Qualification” means written validation by GP Certification Body pursuant to an
applicable Qualification Letter, indicating that a given Product has satisfied applicable test procedures usinga GP Qualified Test Tool by a GP Qualified Lab, and accordingly is formally recognized by GP as having
satisfactorily demonstrated compliance with the relevant and then current Configuration for the applicable
category of Product, so long as such Qualification has not expired, terminated, or been revoked, withdrawn
or invalidated.
“GP Qualified Lab” (also known as Accredited Laboratory) means a Facility that has received
written validation by GP that such Facility has satisfied all of the requirements and conditions for laboratory
accreditation for purposes of performing tests of certain types of Products submitted for GP ProductQualification under GP’s then current laboratory accreditation and reaccreditation processes, so long as
such validation has not expired, terminated, or been revoked, withdrawn or invalidated.
“GP Qualified Product” (also known as Certified Product) means a Product that has received written
validation from GP Certification Body that such Product has satisfactorily demonstrated compliance withthe relevant and then current Configuration for the applicable category of Product, so long as such validation
has not expired, terminated, or been revoked, withdrawn or invalidated.
“GP Qualified Test Tool” means a Test Tool that has received written validation from GP that suchtest tool has satisfactorily demonstrated compliance with the relevant and then current Configuration for theapplicable category of Test Tool, so long as such validation has not expired, terminated, or been revoked,
withdrawn or invalidated.
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“GP-related Consulting Services” means, excluding GP Lab Testing Services, any and all
consultative, technical or other professional services performed by Company (including without limitation,
training, support, customization or other services) that utilize, relate to, or otherwise exploit, Company’s
knowledge of the Licensed Works, the GP Certification Body Requirements or any other GP Materials or
portion thereof, including without limitation, Company’s knowledge of Tests, Test Suites, Configurations,related application layers or GP qualification, validation or certification programs or processes.
“GP Website” means GP’s website located at www.globalplatform.org, and any successor or
replacement web site thereto managed and operated by GP.
“Infringement Claim” is defined in Section 6(d).
“Intellectual Property” means, on a worldwide basis, any and all: (a) rights associated with works
of authorship, including copyrights thereof; (b) trade secrets or any data or information which provides value
or a competitive advantage to its holder by not being publicly known; (c) patents, patent applications,continuations, divisionals, reexaminations, reissues; (d) designs, algorithms and other industrial property
rights; (e) other intellectual and industrial property rights of every kind and nature, however designated,
whether arising by operation of law, contract, license or otherwise; and (f) applications, registrations,renewals, extensions, continuations, continuations-in-part, divisions or reissues thereof now or hereafter inforce of the foregoing (including any rights in any of the foregoing) and foreign equivalents thereof.
“Licensed Works” means the Test Suites and related GP Materials made available by GP for
purposes of enabling authorized users thereof to develop GP Qualified Products.
“Listing” means the listing of a GP Qualified Lab on the applicable list of GP Qualified Labs on the
GP Website or in other GP publications as permitted in accordance with this Agreement.
“Product” means a secure element (e.g., card), device or systems related product or component.
“Qualification” means GP Lab Qualification.
"Qualification Letter" is defined in Section 3(b) below.
"Qualification Request" means a completed written request for Qualification of a given Facility byCompany, using the form attached hereto as Exhibit A and executed by an officer of the Company.
“Sublicense” is defined in Section 5(a)(i).
“Subsidiary” means any entity of which a majority of the outstanding voting securities or interests
are owned, either directly or indirectly, by a Full or Participating GP Member.
“Test” means the testing of a proposed GP Qualified Product to determine whether the particularversion of the tested product complies with the relevant Configuration.
“Test Suite” means a suite consisting of GP testing documentation, GP test scripts and/or other GP
Materials, based on a given Configuration, which has been released by GP for purposes of enablingauthorized users to develop corresponding GP Qualified Products.
“Test Tool” means a tool that integrates any portion of the Licensed Works and is created,developed or produced for purposes of performing Tests of proposed GP Qualified Products.
2.

Initial Qualification and Listing.

a.
Initial Qualification. Subject to the terms and conditions of this Agreement and satisfactionof all conditions and requirements of this Agreement and the GP Certification Body Requirements
applicable to Company and Qualification of a given Facility of Company (including without limitation,
payment of applicable initial Qualification, re-Qualification and other fees), GP Certification Body will (i)review each Qualification Request submitted by Company to GP Certification Body with respect to such
Facility, and (ii) if GP Certification Body determines that all conditions and requirements for Qualification of© GlobalPlatform 2014-2021

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Facility.
b.
Listing. Subject to the terms, conditions and restrictions set forth in this Agreement, at all
times while Company has a valid Qualification, unless Company has affirmatively opted out of Listing withrespect to such Qualification by notifying GP Certification Body in writing, Company hereby authorizes GP
to include, and GP shall use reasonable commercial efforts to include, a Listing of the Facility subject tosuch Qualification, including related details and Qualification status, and a copy of the corresponding
Qualification Letter, on the GP Website and in such other GP publications as GP may deem appropriate.
Company shall provide any information necessary to ensure that all Listing and Company contact
information provided to GP Certification Body is true, accurate and complete.
3.

Qualification and Listing Restrictions. Company acknowledges and agrees as follows:a.

Each Qualification and Listing is subject to the terms and conditions of this Agreement.

b.
Qualification only applies to the specific Facility of Company that has received
Qualification. Qualification of a given Facility will not imply the Qualification of other facilities of Company.
Qualification of a given Facility will not apply if any aspect of the Facility is changed or modified in any
manner, even if the Facility conforms to the basic Facility description contained in the applicable letter fromGP Certification Body notifying Company of the Qualification of such Facility (each a “Qualification Letter”).
Any change in the Facility that has received Qualification must be communicated to GP Certification Body
and will require additional Qualification.
c.
Qualification is conditioned upon all agreements required by GP in connection with such
Qualification having been executed, including without limitation, all applicable license agreements with GP(the “Required Agreements”, see Exhibit B), and Company’s continued compliance with all Required
Agreements. GP Certification Body is not required to review a Qualification Request unless and until
Company has satisfied all GP conditions and requirements applicable for the corresponding Qualification.
Company grants GP Certification Body permission to witness test procedures performed by GP Qualified
Labs and to access, upon request, all information submitted to, or received from, GP Qualified Labs relating
to each Product for which Company has submitted a Qualification Request to GP.
d.
Qualification is granted solely to the Company identified in the applicable Qualification
Letter. Qualification may not be assigned, transferred, conveyed or sublicensed, either directly or indirectly,
by operation of law or otherwise and any purported assignment, transfer, conveyance or sublicense shallbe null and void and shall automatically terminate and invalidate such Qualification. Only those Companies
who have received a valid Qualification Letter from GP Certification Body for a given Facility may claim thatthey have obtained Qualification, and only for the Facility specified in such Qualification Letter, and only forso long as such Qualification is effective and has not been terminated or revoked. In order to obtain andmaintain any GP Lab Qualification, Company must be, or must be a Subsidiary of, a Full or Participating
GP Member, which: (a) is in “good standing” in accordance with the By-laws of GP; and (b) pays andcontinues to pay all fees associated with its GP membership (including without limitation, annual member
dues, assessments and any other fees relating to GP membership) within 45 days of the date when due(an “Eligible Member”).
e.
GP may revoke any Qualification at any time as provided in this Agreement. Because
Qualification may be revoked at any time, no third party should rely on any Qualification or Qualification
Letter at any time without first confirming the continued effectiveness of such Qualification with GP
Certification Body. GP reserves the right to modify the terms, conditions and/or duration of any Qualification
at its sole discretion, including without limitation to accommodate business or security requirements.
Notwithstanding any Qualification, Company shall be solely responsible for compliance with all applicable
Configurations and for all liabilities resulting from the use or distribution of its Facilities and the performanceof any services provided by Company. Without limiting the generality of the foregoing, Qualification shallnot be deemed to constitute an endorsement of Company or any of its Facilities or services, or to include
or constitute any warranty, guarantee or representation from GP, including, without limitation, any implied
warranties of merchantability, fitness for any particular purpose, non-infringement, freedom from violation,or freedom from misappropriation of any Intellectual Property, all of which warranties are hereby expressly
disclaimed by GP and waived by Company.

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Company acknowledges and agrees that it may only communicate that a given Facility hasreceived Qualification if (i) Company also communicates to the recipients of the communication regarding
such Qualification all of the limitations and/or restrictions (if any) applicable to such Qualification, as
described in the applicable Qualification Letter, (ii) when making such communication, Company provides
specific details identifying which specific Facility has received such Qualification and does not merely
release a general statement implying that the Qualification applies more broadly or that all of Company’s
Facilities or services have received Qualification, (iii) such communication in no way suggests that by using
the Facility that has received Qualification a user will be guaranteed GP Certification Body approval of theirproducts or services, (iv) such communication in no way implies that Company is a preferred vendor of GP,
and (v) all such written communications referring to such Qualification shall contain the following legend:"GlobalPlatform qualification does not under any circumstances constitute or include any
endorsement or warranty by GlobalPlatform regarding the functionality, quality or performance ofany particular product or service. GlobalPlatform does not warrant any products or services
provided by third parties. GlobalPlatform qualification does not under any circumstances constitute,
include or imply any product warranties from GlobalPlatform, including, without limitation, any
implied warranties of merchantability, fitness for a particular purpose, or non-infringement, all ofwhich are expressly disclaimed by GlobalPlatform. To the extent that any rights or remedies areprovided regarding products or services which have received GlobalPlatform qualification, suchrights or remedies shall be provided by the party providing such products or services, and not by
GlobalPlatform."g.
Each Qualification and the continuance of each Listing is further subject to Company’s
continued satisfaction of all applicable GP certification Body Requirements and policies, including without
limitation, those relating to such Qualification and Listing and Company’s maintenance thereof. Company
shall at all times during the term of this Agreement satisfy and comply with all such requirements, testing
policies and agreements, and comply with the relevant standards upon which each of its Qualifications isbased. Upon request from GP or its agents, Company shall cooperate to demonstrate that each of its
Facilities (as applicable) are in compliance with the requirements for the applicable Qualification and therelevant standards upon which such Qualification is based. Failure to comply with all requirements of thisAgreement, any other agreement between Company and GP, a given Qualification (and all related
requirements and policies of GP), or the relevant standards upon which a given Qualification is based, shallentitle GP to terminate this Agreement and/or revoke such Qualification.
h.
Each Qualification is subject to required re-qualification in accordance with applicable GP
Qualification maintenance policies, which may be amended by GP in its sole discretion at any time andfrom time to time. Unless otherwise specified by GP Certification Body in writing or by posting to the GP
Website, each Qualification must be renewed annually, and if not so renewed, shall automatically expire
4.
Payment and Reporting. In addition to any applicable payment or other obligations arising from
Company’s status as a Full or Participating GP Member, Company shall record, report to GP regarding,and pay to GP all Fees as an in the manner specified below:a.
Reporting. Within fifteen (15) days after the end of each calendar quarter, Company shallprovide to GP a report identifying and enumerating all Sublicenses granted, all GP-related Consulting
Services performed, and all Tests conducted by Company during such calendar quarter (each a “Report”),
in each case detailing each such Sublicense and the GP-related Consulting Services and Tests performed,
and the corresponding amounts Company charged for such Sublicenses and GP-related Consulting
Services.
b.
Sublicense Fees. On a calendar quarterly basis, GP will invoice Company for an amount(such amounts, collectively, “Sublicense Fees”) equal to the product of GP’s then current sublicense rate(the “Sublicense Rate”) multiplied by the number of Sublicenses granted by Company during the applicable
calendar quarter.
c.
Testing Fees. On a calendar quarterly basis, GP will invoice Company for an amount (suchamounts, collectively, “Testing Services Fees”) equal to the product of GP’s then current Testing services
rate (the “Testing Services Rate”) multiplied by the amount Company charged for all Tests and related
services performed by Company during the applicable calendar quarter (other than GP-related Consulting
Services for which Consulting Fees are paid).
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Consulting Fees. On a calendar quarterly basis, GP will invoice Company for an amount(such amounts, collectively, “Consulting Fees”) equal to the product of GP’s then current consulting rate(the “Consulting Rate”) multiplied by the amount Company charged for all GP-related Consulting Services
during the applicable calendar quarter.
e.
Program Fees. In addition to the foregoing, Company agrees to pay to GP, and GP may
invoice Company for, all such other applicable fees and costs as GP may establish from time to time inconnection with the GP Certification Body Requirements, including without limitation, applicable fees
associated with initial Qualification (including Facility accreditation), re-Qualification (including Facility reaccreditation), Listing, review of Test results (such fees, collectively, “Program Fees”; and collectively with
Sublicense Fees, Testing Services Fees and Consulting Fees, “Fees”), in each case, as and in the manner
specified by GP.
f.
Payment of Invoices. Company shall pay each invoice described in this Section 4 within
thirty (30) days of the invoice date, and a late fee of 1% per month will apply to all late payments. The
current Sublicense Rate, Testing Services Rate, Consulting Rate and other Fees are set forth on Exhibit C
hereto, and Company acknowledges and agrees that GP may change any of its rates or Fees at any timeand from time to time upon at least ten (10) days’ notice (which notice shall be deemed to be effective anddelivered upon GP’s posting of revised rates and/or Fees on the GP Website, notwithstanding anything to
the contrary in Section 13 below).
g.
Access to Books and Records. Company shall prepare and maintain complete andaccurate books and records relating to all Sublicenses, Tests and related services, GP-related Consulting
Services, its use of the Licensed Works, and all payments made or received in connection with any of theforegoing. While this Agreement is in effect, and for a period of six (6) months thereafter, GP shall havethe right, at its expense and upon reasonable notice, twice per calendar year, to examine, or have examinedby an accountant designated by GP, any such Company books and records (including without limitation,
copies of any agreements between Company and any of its End Users or other customers relating to any
and all such Sublicenses, Tests and related services, GP-related Consulting Services, use of Licensed
Works and payments, and any amendments or modifications thereof) to the extent necessary to enable GP
to determine and verify Company's performance under this Agreement (each such examination, an “Audit”).
In the event GP determines, in its reasonable discretion, that Company has underpaid the amount of Fees
owed by Company in accordance with this Agreement, Company shall reimburse GP for all costs incurredin connection with the applicable Audit, and shall promptly pay to GP the amount of such underpayment,along with all applicable late fees.
5.

License Grants and Restrictions.

a.
License Grants. Subject to the terms and conditions of this Agreement (including without
limitation, payment of applicable Fees) and any additional terms, conditions and/or restrictions applicable
to a given Qualification pursuant to the corresponding Qualification Letter:i.
Commercial Lab License. If Company owns a GP Qualified Test Tool orpossesses a valid license from a third party vendor to use a GP Qualified Test Tool, then for so long as
the Qualification for such GP Qualified Test Tool remains in full force and effect, GP hereby grants toCompany a non-exclusive, worldwide, non-transferable, revocable license to copy and use the Licensed
Works as incorporated in such GP Qualified Test Tool for purposes of performing Tests of proposed GP
Compliant Products on a commercial basis (the “Commercial Lab License”). Each Commercial Lab
License is subject to the following additional restrictions:A.
ISO Certification. Company must be an officially recognized testinglaboratory under ISO 17025 or higher certification and shall maintain current its certification status eachtime Company applies to GP’s laboratory for accreditation and reaccreditation.
B.
Testing Personnel. All testing of proposed GP Qualified Products and theprovision of all Test-related services must be conducted by an employee of Company who, within the thenpreceding 12 month period, has successfully completed all required GP training and examinations (if any)
relating to Configurations and the use of GP Qualified Test Tools and related GP Materials, as provided by
a GP certified trainer.
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C.
Accreditation and Reaccreditation. Company shall be accredited by GP
in accordance with the GP Certification Body Requirements, and shall be reaccredited every two (2) years
in accordance with the GP Certification Body Requirements, including maintaining its ISO 17025 or higher
certification status.
D.
Maintenance of GP Qualified Test Tool. All testing of proposed GP
Qualified Products shall be conducted in accordance with the GP Certification Body Requirements andusing the then most current versions of the applicable GP Qualified Test Tools made available by thecorresponding GP Qualified Test Tool vendor, which GP Qualified Test Tool in each case must haveincorporated each applicable Mandatory Update released by GP in accordance with the corresponding planof adoption issued by GP for such Mandatory Update.
E.
Company shall comply with all reasonable GP requirements for assessing
whether any Facility of Company for which Company is seeking or has obtained GP Lab Qualification arecapable of testing the functionality of GP Qualified Products in compliance with GP Certification Body
Requirements and procedures, as GP may establish from time to time.
ii.
Consulting License. If Company has obtained a valid GP Lab Qualification, thenfor so long as such Qualification remains in full force and effect, GP hereby grants to Company a limited,
non-exclusive, worldwide, non-transferable, revocable license to use the Licensed Works solely asnecessary for purposes of providing GP-related Consulting Services (the “Consulting License”, and each
Consulting License, and Commercial Lab License, a “License”).
iii.

Each License is subject to the following additional restrictions:A.
Except as otherwise expressly provided herein or approved in writing by
GP, Company shall not (and shall not permit any End User to) copy, publish, demonstrate, modify,
distribute, sell, offer for sale, disclose, create derivative works based upon, sublicense or otherwise use
any Licensed Works or portion thereof for any purpose.
B.
All reproductions or embodiments of any of the Licensed Works, related
documentation or any portion of any of the foregoing shall incorporate the legends that appear on such
Licensed Works or such other legends as GP may instruct Company from time to time.
C.
Use, duplication or disclosure of the Licensed Works by or to the UnitedStates government may be subject to Restricted Rights as set forth in the Rights in Technical Data andComputer Software Clauses in DFARS 252.227-7013 (c)(1) and FAR 52.227-19(a)-(d) as applicable (orsuccessor or similar regulations), and Company agrees to comply with all such Restricted Rights inconnection with its use of any of the Licensed Works.
D.
Under no circumstances shall Company make or publish (or permit any
End User to make or publish) any representation, warranty or guarantee by or on behalf of GP concerning
the GP Materials or any portion thereof.
E.
Under no circumstances shall any End User use, or shall Company permit
any End User to use, any Licensed Work for any commercial purpose, unless such End User has executeda separate written agreement with GP, permitting such commercial use, in the form then provided by GP.
F.
To the extent applicable, Company agrees to comply with the US Export
Administration Regulations (“EAR”) and all other applicable laws and regulations governing export, importor use of encryption products and technology.
b.
Support and Maintenance. GP shall have no obligation (to Company, any End User orotherwise) to support or maintain the Licensed Works or any portion thereof.
c.
Intellectual Property. Notwithstanding anything to the contrary in this Agreement,
Company acknowledges and agrees that all right, title and interest in and to the Licensed Works, the Titles,
all Improvements, any and all scripts, tools, computer code or other materials of, or made available by or© GlobalPlatform 2014-2021

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on behalf of, GP, each portion of each of the foregoing, all right, title and interest in and to each of theforegoing, and any other Intellectual Property of GP (all of the foregoing, collectively, the “GP Materials”)
shall, at all times, be and remain the exclusive property of GP, and except as expressly provided herein,nothing in this Agreement shall be construed to convey or license to Company or any third party any right,
title or interest in the any of the foregoing. Upon request, Company shall deliver to GP fully executed
documents giving full effect GP’s rights, title and interests as contemplated by this Section.
6.

Disclaimers; Indemnification; Insurance.

a.
ALL GP PROGRAMS AND GP MATERIALS (COLLECTIVELY, THE “GP PROGRAMSAND MATERIALS”) ARE PROVIDED ON AN “AS IS”, ‘WHERE IS”, BASIS, “WITH ALL FAULTS” KNOWNAND UNKNOWN. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GP EXPRESSLY DISCLAIMSALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE GP PROGRAMS AND MATERIALS,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE AND NON-INFRINGEMENT. GP MAKES NO REPRESENTATIONS OR WARRANTIESWHATSOEVER WITH RESPECT TO THE GP PROGRAMS AND MATERIALS, INCLUDING, BUT NOT
LIMITED TO, ANY REPRESENTATION OR WARRANTY THAT IT HAS EXCLUSIVE OWNERSHIPRIGHTS THEREIN OR THERETO OR THE POWER OR AUTHORITY TO GRANT THE RIGHTSGRANTED HEREUNDER. COMPANY HEREBY ACKNOWLEDGES AND AGREES THAT IT SHALLTAKE NO ACTION AGAINST GP, AND UNCONDITIONALLY RELEASES GP FROM ANY AND ALL
LOSSES, DAMAGES OR OTHER LIABILITIES WHICH COMPANY MAY SUFFER OR INCUR ARISINGOUT OF OR RESULTING FROM ANY THIRD PARTY ACTIONS OR CLAIMS RELATING TO THE GP
PROGRAMS AND MATERIALS OR COMPANY'S PARTICIPATION IN OR USE THEREOF.
b.
IN NO EVENT WILL GP OR ANY OF ITS MEMBERS, OR ANY OF ITS OR THEIRRESPECTIVE AFFILIATES, SUBSIDIARIES OR PARENT ENTITIES, OR ANY DIRECTOR, OFFICER,EMPLOYEE, CONTRACTOR, OR AGENT OF ANY OF THE FOREGOING (EACH OF THE FOREGOING,
A “GP PARTY” OR COLLECTIVELY, THE “GP PARTIES”) BE LIABLE FOR ANY SPECIAL,CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, ANY GP PROGRAMS AND MATERIALS OR THE USE
THEREOF, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER MONETARY LOSS,WHETHER OR NOT SUCH GP PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES. THE LIMITATIONS OF DAMAGES OR LIABILITY SET FORTH IN THIS AGREEMENT ARE
FUNDAMENTAL ELEMENTS OF THIS AGREEMENT.
c.
Company acknowledges and agrees that a Qualification does not indicate that the Facility
is free of defects or will operate properly in all conditions, or that any services (including laboratory services)
are free of errors, omissions or other defects, and shall not make any representations inconsistent with theforegoing.
d.
Company agrees to indemnify, defend and hold harmless the GP Parties from all losses,
costs, damages, claims and other expenses (including reasonable attorneys’ fees) (collectively, “Losses”)
arising out of (i) any breach of any of the terms or conditions of this Agreement by Company or its End
Users (ii) any third party claims relating to any Company services or activities or the use thereof, including
but not limited to, any claim that a third party Intellectual Property right is infringed in connection with the
manufacture, use, importation, sale, offer for sale, distribution, reproduction or display of any Company
Product or by Company’s provision or performance of any Test, related services or GP-related Consulting
Services (or by any other product, process, service or system of Company which implements or relies on
the Licensed Works or any portion, improvement or derivative thereof), either alone or in combination withother products, processes, services or systems (each an “Infringement Claim”).
e.
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 be asserted against GP, Company or any third
party, GP may in its sole discretion (i) modify the infringing or potentially infringing Licensed Works so as
to avoid such infringement or potential claim, (ii) procure for Company the right to continue using such
Licensed Works or (iii) terminate any or all related Licenses granted in this Agreement in accordance with
Section 8(b)(iii) with respect to such Licensed Works. In the event that GP modifies such Licensed Workspursuant to this Section, Company shall promptly upon written notice thereof from GP, cease using such
Licensed Works and providing or using any Tests, related services, GP-related Consulting Services and© GlobalPlatform 2014-2021

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Products that incorporate, reference, rely upon or implement the unmodified version of such Licensed
Works.
f.
At all times while this Agreement is in effect, Company shall procure, maintain and keep infull force and effect for GP’s mutual benefit, at Company’s sole cost and expense, the following types of
insurance and minimum coverage amounts: (i) a fully-paid commercial general liability insurance policy,
alone or in combination with umbrella liability insurance, with a combined single limit of at least $1,000,000
and an annual aggregate limit of at least $2,000,000 with respect to bodily injury, personal injury, andproperty damage; and (ii) professional liability or errors and omissions insurance with a limit of at least$2,000,000 per claim and an annual aggregate limit of at least $2,000,000. If the policies described above
are claims made policies, Company shall maintain such insurance in force for not less than one year after
the termination of this Agreement. Upon request, Company shall submit certificates of said policies to GP
evidencing that the required coverages are in effect. Company shall provide at least ten (10) days notice
to GP prior to any cancellation or reduction of any required coverage, and shall provide written notice to
GP promptly upon receiving notice from any insurer that any such insurance policy will be or has beencancelled or subject to a reduction in coverage.
7.

Restrictions on Use and Disclosure.

a.
Confidentiality. For the purposes of this Agreement, “Confidential Information” shall mean
any and all proprietary or confidential information or materials disclosed in connection with the performanceof this Agreement and conspicuously marked as “Confidential” or “Proprietary” by the party disclosing suchinformation (“Discloser”), and with respect to GP, shall also include any and all GP Materials, whether or
not so marked; provided, however, that the term “Confidential Information” shall not include any informationthat (1) is or becomes generally publicly available through no fault of the party receiving such information(“Recipient”); (2) is lawfully obtained from a third party that has the right to make such disclosure; (3) is
known to Recipient prior to receipt from the Discloser or any officer, agent, contractor or representative
thereof; or (4) Recipient independently develops without use of or reference to any of the Discloser’s
Confidential Information. With respect to the Discloser’s Confidential Information, the Recipient shall:i.
not use, or allow any other person or entity to use, such Confidential Information
for any purpose other than as necessary under the terms of this Agreement, or as otherwise may be
specifically authorized by the Discloser in writing (the "Permitted Purposes");ii.
except for Permitted Purposes, not make any copies or summaries of such
Confidential Information without the Discloser's prior written approval;iii.
take reasonable precautions and measures to maintain the confidentiality of such
Confidential Information, which precautions and measures shall be at least equal to those taken to protect
its own Confidential Information;iv.
not disclose or furnish such Confidential Information to any person or entity except
to employees and consultants of the Recipient who have a need to know the information for the Permitted
Purposes and are under a written obligation to maintain the confidentiality of the Confidential Information;
andv.
promptly return such Confidential Information to the Discloser, including all copies(excluding archival and/or automatically generated backup copies), drawings, documents, and othermanifestations containing any such Confidential Information, immediately upon (A) request (or at theDiscloser's discretion, destroy such Confidential Information with evidence in writing), or (B) termination ofthis Agreement.
b.
No Implied Grant of License. Unless otherwise stated herein, all Confidential Information
shall remain the property of the Discloser. No license or other right under any patent, copyright, trade
secret, trademark or other proprietary right of Discloser is granted or implied by Discloser's disclosure ofany such Confidential Information to the Recipient.
c.
Disclosures Required by Law. A disclosure of Confidential Information by the Recipient (i)in response to a valid order by a court or other governmental body, (ii) otherwise required by law, or (iii)
necessary to establish the rights of either party under this Agreement, shall not be considered to be a
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breach of this Agreement or a waiver of confidentiality; provided, however, that Recipient shall provide
prompt written notice thereof to Discloser to enable Discloser to seek a protective order or otherwise prevent
such disclosure.
8.
Term and Termination. Subject to the remainder of this Section 8, this Agreement shall beeffective upon the Effective Date and shall remain in effect for as long as Company has a valid Qualification,
unless earlier terminated in accordance herewith. The term of this Agreement shall automatically expire
upon the expiration or termination of all of Company’s Qualifications.
a.
Termination By Company. Company may terminate this Agreement for any or no reason
immediately upon written notice to GP.
b.

Termination By GP.

i.
GP may terminate this Agreement without cause by providing Company with one
hundred twenty (120) days prior written notice of its intent to terminate, such termination to be effective at
the end of such one hundred twenty (120) day period.
ii.
GP may terminate this Agreement immediately upon notice if it is discontinuing all
Qualification programs for which Company then has a valid Qualification.
iii.
GP may terminate this Agreement or all or part of the Licenses granted hereunder
immediately upon notice to Company in the event that GP suspects, determines or receives notice that anyof the Licensed Works, any portion thereof, any service of Company incorporating any of the foregoing, orCompany’s use of any of the foregoing (A) gives rise to a claim against a GP Party (as defined in Section
6(b) above) that contains at least one claim predicated upon the manufacture, use, importation, provision,offer for sale, sale or licensing of any service of Company (1) for which the indemnification of GP Parties in
Section 6 does not apply or (2) for which Company asserts that such indemnification does not apply or (B)infringes any third-party Intellectual Property.
if:

iv.

GP may terminate this Agreement for cause in accordance with Section 8(c) below

A.
Company violates or does not comply or cooperate fully with any material
terms of this Agreement or any of the Required Agreements.
B.
Company fails to maintain compliance with the relevant standards onwhich all of its Qualifications are based or any of the requirements for such Qualifications, other than as aresult of Company’s failure to be a Full or Participating GP Member in “good standing”.
C.
Any of the Required Agreements terminates, expires, was not fully orproperly executed or otherwise ceases to be in full force and effect, in whole or in part.
D.
Company makes any assignment of assets or business for the benefit ofcreditors, if a trustee or receiver is appointed to conduct the business or affairs of Company, or if Company
is adjudged in any legal proceeding to be in either a voluntary or involuntary bankruptcy.
E.
Company does not at the time have a valid and effective GP Qualificationin place and fails to be a Full or Participating GP Member that is in “good standing” (as defined in the GP
By-laws); provided that if, at the time of such breach, Company is a Subsidiary of a Full or Participating GP
Member (the “Parent”), and the sole basis for such termination is the Parent’s failure to pay applicable GP
membership fees, such termination shall not be effective until the date thirty (30) days after the occurrenceof such failure and shall be ineffective if, within such thirty (30) day period, such fees are paid in full or
Company becomes an Eligible Member.
c.
Notice of Termination for Cause. GP shall provide Company with thirty (30) days written
notice of intent to terminate pursuant to Section 8(b)(iv)(A), such notice shall state the basis for terminationand the effective date of such termination (not to be earlier than the last day of such thirty (30) day notice
period), and such termination shall be effective immediately as of the end of such thirty (30) day period orupon such later effective date of termination as was stated in such notice of intent, unless Company cures© GlobalPlatform 2014-2021

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Page 10 | 17the condition giving rise to such notice to GP's reasonable satisfaction prior to such effective date, in whichcase such termination shall be ineffective. Termination pursuant to Sections 8(b)(iv)(C), 8(b)(iv)(D) or8(b)(iv)(E) shall be effective immediately without any notice required, regardless of whether either party has
previously provided to the other party a notice of its intent to terminate the Agreement pursuant to any other
Section, and regardless of whether the party receiving such notice has or has attempted to cure thecondition that gave rise to such notice. Notwithstanding anything to the contrary herein, if GP provides anotice pursuant to Section 8(b)(iv)(B), then upon such notice and until such time as (1) Company has cured
the condition giving rise to such notice, (2) Company is in compliance with all of the terms of this Agreementand (3) this Agreement is in full force and effect, Company shall not in any manner state or imply that
Company or any of its services have received a Qualification.
d.

Effect of Expiration or Termination. Upon any expiration or termination of this Agreement:i.
each Qualification shall automatically terminate, Company shall cease allreferences to all of its Qualifications and, except as expressly provided in Section 8(d)(ii) below, all Licenses
shall automatically terminate; andii.
the provisions of Sections 4, 5(d), 6, 7, 8(d) and 9 through 20 of this Agreement
shall survive. Upon any revocation, expiration or termination of any specific Qualification, except as
expressly provided in the remainder of this Section, Company shall cease all references to such
Qualification and all Licenses shall automatically terminate except to the extent applicable to any
Qualifications that remain in full force and effect.
9.
Compliance with Laws. In performing its obligations under this Agreement, neither party will be
required to undertake any activity that would conflict with the requirements of any applicable law, statute,rule, regulation, interpretation, judgment, order or injunction of any governmental authority.
10.
Relationship of the Parties. This Agreement creates no agency relationship between the parties
hereto, and nothing herein contained shall be construed to place the parties in the relationship of partners
or joint venturers, and Company shall have no power to obligate or bind GP in any manner whatsoever.
11.
Assignment and Transfer. Company may not assign or transfer this Agreement or any right
granted hereunder without the prior written consent of GP, and any attempted assignment without consent
shall be void. Notwithstanding the foregoing, Company may assign this Agreement, including all of its rights
and obligations under this Agreement, to any successor of its business that at the time is a Full or
Participating GP Member in “good standing”; provided, however, that any such assignment will not relieve
Company of any of its obligations under this Agreement. Subject to the foregoing restrictions, thisAgreement shall be binding upon and shall inure to the benefit of the parties and their successors andassigns.
12.
Entire Agreement. This Agreement (including any schedules or appendices attached hereto orreferenced herein, each of which is incorporated herein by this reference) sets forth the entire agreement
and understanding between the parties regarding the subject matter hereof and supersedes any and allprior agreements between the parties regarding such subject matter.
13.
Notices. Except as otherwise provided herein, all notices to be made hereunder shall be given or
made at the respective address of the intended recipient (for GP, as set forth in the preamble to thisAgreement; and for Company, to the address specified by Company on the first page hereof), unless
notification of a change of address is given by either party in writing in accordance with this Agreement.
Where notices are required to be given in writing, such notices shall be by first-class or equivalent mailservice, and the date of mailing shall be deemed the date the notice is given. Notice in writing also may be
given by email, provided that a confirming electronic receipt is received by the sender. Notices to GP byemail shall be sent to secretariat@globalplatform.org, and notices to Company by email shall be sent to theemail address specified by Company herein.
14.
Modification, Waiver. Except for the requirements and terms of GP’s Qualification programs,
which may be amended by GP in its sole discretion, none of the terms of this Agreement may be amended,
modified, or supplemented, or provisions hereof waived, except by an express agreement in writing
executed (including through an electronic click-through process) by both parties. Any waiver of a breach byeither party is not a waiver of any subsequent or other breach. The failure of either party hereto to enforce,© GlobalPlatform 2014-2021

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or the delay by either party in enforcing, any of its rights under this Agreement, shall not be deemed acontinuing waiver or a modification thereof and either party may, within the time provided by applicable law,commence appropriate legal proceedings to enforce any or all of such rights. No person, firm, group or
corporation other than Company and GP shall be deemed to have acquired any rights by reason of anything
contained in this Agreement.
15.
Severability. If any provision of this Agreement or portion thereof should be declared invalid forany reason, the invalid provision or portion thereof shall be deemed omitted and the remaining terms shallnevertheless be carried into effect.
16.
Certain Construction Rules. The Section headings used in this Agreement are for convenienceof reference only and in no way define, limit, extend or describe the scope or intent of any provisions of thisAgreement. In addition, as used in this Agreement, unless otherwise expressly stated to the contrary, allreferences to days, months or years are references to calendar days, months or years. A reference to a
Section by number includes all subparagraphs contained in the Section.
17.
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 be deemed to be an
original.
18.
Attorney’s Fees. In the event of any action, suit or proceeding brought by either party to enforce
the terms of this Agreement, the prevailing party shall be entitled to receive its costs, expert witness fees,and reasonable attorneys fees and expenses, including costs and fees on appeal.
19.
Choice of Law. This Agreement shall be governed by and construed in accordance with the lawsof the State of Delaware, without regard to the choice of law provisions of the State of Delaware or any
other jurisdiction. Each party consents to the exclusive jurisdiction and venue of the state and federal courts
within the State of Delaware.
20.
GlobalPlatform’s Remedies. Company acknowledges that its failure to comply with the terms ofthis Agreement, including, but not limited to, Company’s duties after expiration or termination of thisAgreement, may result in immediate and irreparable damage to GP, and GP may seek equitable relief by
way of temporary and permanent injunction and such other further relief as any court with jurisdiction may
grant or deem just and proper. Resort to any remedies referred to herein shall not be construed as a waiverof any other rights and remedies to which GP may be entitled under this Agreement or otherwise.

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Exhibit A – GlobalPlatform Qualification Request Form
For Laboratory

New Laboratory
Laboratory Update (please provide Laboratory identification and updated data only)

Laboratory Identification
Company Name:
Company Registration
No:
Business Address:
City:

State/Prov.:

Country:

Postal Code:Facility Details:
Address if not Company Address:
Description:
Qualification Number of the GP Qualified Test Tool(s):Certificate of Accomplishment of GP Test Suite Training:
Certificate of Accomplishment of GP Specification Training:
Identify current lab certifications (please provide corresponding
certificates and documentation):- ISO 17025 Certification- EMVCo Certification- Common Criteria Certification- FIPS Certification- PCI Qualified Certification- Other Please check here if you do not want a Listing for this Qualification to appear on the
GlobalPlatform web site.

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General Laboratory and Facility Information
Please identify any superior or subordinate business
relationships, e.g., with a parent company or subsidiaries
Is there any conflict of interest in regard to Laboratory
ownership and your vendor customers?
Provide an organizational chart for your Laboratory

Please attach

Does your Laboratory have audited financial reports and theequivalent of a Dun & Bradstreet report?

Please attach, if available

Does your Laboratory have adequate insurance covering thecompany and each facility for which accreditation is beingsought?
Is your Laboratory currently a party to a contract with
GlobalPlatform or any of its Members? Please explain.
Laboratory Background and Experience
Provide an Executive and Financial Summary of the Laboratory
for the last 3 years

Please Attach

Describe the Laboratory’s technical expertise, including
experience with GP Specifications, to the extent relevant to the
Facility and its operations
Provide a brief description of your Laboratory’s background, tothe extent relevant to the Facility and its operations
Laboratory Contact Information
Laboratory Officer:
Name:

Title:

Direct Telephone:

E-mail:Location:

Fax:

Contact for Legal Notices:
Name:

Title:

Direct Telephone:

E-mail:Location:

Fax:

Primary Contact for all Communication regarding Evaluations
Name:

Title:

Direct Telephone:

E-mail:Location:

Fax:

Primary Contact for all Financial Communications and Invoices
Name:

Title:

Direct Telephone:

E-mail:Location:© GlobalPlatform 2014-2021

Fax:

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By signing this Qualification Request, I acknowledge, agree and certify, by and on behalf of thecompany identified above ("Company"), that (i) all capitalized terms used but not defined herein havethe meanings ascribed to them in the Qualification and Listing Agreement between Company andGlobalPlatform, Inc., as amended (the "QLA"), (ii) Qualification of the Facility identified above, if
obtained, and the procedures for obtaining Qualification, are subject to the terms, conditions andrestrictions of the QLA, the GP GlobalPlatform Self-Testing and Product Qualification Process
requirements, and any additional terms set forth in the corresponding Qualification Letter, including
without limitation, payment of applicable Fees and termination or revocation in accordance with the
QLA, (iii) Qualification is limited to the specific Facility identified in the corresponding Qualification
Letter, (iv) the Facility satisfies all prerequisites for the corresponding Qualification, (v) all information
provided to GlobalPlatform, Inc. by Company regarding the above Facility is accurate and completeand (vi) I have been duly authorized by Company to execute and submit this Qualification Request.

Company Officer Signature Company Officer
Name:

Date 
Title:

Received by GlobalPlatform, Inc.
GlobalPlatform, Inc. Signature Date 

Name:
Title:© GlobalPlatform 2014-2021

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Exhibit B – Qualification Requirements

All applicable GP Certification Body Requirements and policies established from time to time.

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Exhibit C – Fee and Rate Schedule

Initial Qualification/Accreditation Fees:
GP Qualified Lab$0 USD

Re-Qualification/Accreditation Fees:
GP Qualified Lab
Sublicense Rate:$0 USD$0 USD per Sublicense

Testing Services Rate: 10% of the amount charged by Company to perform each Test and all related
services (other than GP-related Consulting Services for which Consulting Fees
are paid)
Consulting Rate:

10% of the amount charged by Company to perform GP-related Consulting
Services© GlobalPlatform 2014-2021

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