CONFIDENTIALTEST MATERIALS LICENSE AGREEMENT(For GlobalPlatform Member Test Tool Vendors to use
GP Test Suites to create Qualified Test Tools for their own internal use only)
THIS TEST MATERIALS LICENSE AGREEMENT (the “Agreement”) by and between
GlobalPlatform, Inc., a Delaware corporation with its principal place of business at 544 Hillside Road,
Redwood City, CA 94062 (“GP”), and the undersigned Licensee (“Licensee”; and Licensee and GP eacha “Party” and collectively the “Parties”), is effective as of the date executed by both Parties, and isentered into in connection with Licensee’s participation in the GP Test Product Compliance Program.
Subject to the terms and conditions herein, for good and valuable consideration, including the promises,
covenants and payments provided for in this Agreement, the Parties hereby agree as follows:
DEFINITIONSAs used in this Agreement:“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 forgovernment use.
“Full or Participating GP Member” means a Full Member of GP or a Participating Member of GP, aseach is further described in the By-laws of GP.
“GP Compliant Product” means a commercial implementation of a smart card or terminal related productor component that has successfully demonstrated sufficient conformance with the relevant GP
specifications at a “Test Fest” conducted by GP.
“GP Materials” has the meaning ascribed to it in Section 4.1 below.
“GP Test Product Compliance Program” means the program managed by GP for purposes of validating
whether submitted Test Products, smart cards or terminal related products or components, or applying
functional evaluation laboratory facilities, are in compliance with applicable GP specifications.
“Improvement” shall mean, with respect to any of the Licensed Works, any invention, discovery, concept,
data, information, know-how, suggestion, modification, idea, original expression, working model,
prototype or other enhancement or improvement of such Licensed Works, whether patentable or not.
“Intellectual Property” shall mean on a worldwide basis any and all: (i) rights associated with works ofauthorship, 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, patentapplications, continuations, divisionals, reexaminations, reissues; (iv) designs, algorithms and otherindustrial 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.
“Licensed Works” means the GP Test Suites that GP makes generally available to Full or Participating
GP Members from time to time in connection with the GP Test Product Compliance Program for

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purposes of enabling Test Product vendors to develop Qualified Test Products, any Intellectual Property
therein, and all related documentation, including any subsequent updates, revisions, Improvements, andenhancements of some or all of the Licensed Works, that GP has developed or may develop in the future
and may make available as part of the GP Test Product Compliance Program.
“Qualified Test Product” means a Test Product for which GP has provided written validation at or inconnection with an applicable GP “Test Fest” event that such Test Product has satisfactorily
demonstrated compliance with the relevant and then current GP specification for the applicable categoryof Test Product, so long as such validation has not expired, terminated, or been revoked, withdrawn orinvalidated.
“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 Compliant Product to determine whether the particularversion thereof complies with the relevant GP specification.
“Test Product” means any test tool that integrates the Licensed Works or any portion thereof and iscreated, developed or produced by Licensee for purposes of testing proposed GP Compliant Products forcompliance with relevant GP specifications.
“Test Suite” means a suite consisting of GP testing documentation, GP test scripts and/or other GP
Materials, based on a given GP smart card specification and related Configuration, which has beenreleased by GP for purposes of enabling authorized users to develop corresponding Qualified Test
Products.
TERMS AND CONDITIONS
1.0
Grant of License. Subject to the terms and conditions of this Agreement, GP hereby grants toLicensee a limited, non-exclusive, royalty-free, worldwide, non-transferable, revocable license to use theLicensed Works, on a non-commercial basis, solely for purposes of creating, developing, producing andinternally testing Test Products created by Licensee and intended by Licensee to be qualified as Qualified
Test Products (the “License”).
2.0

Restrictions, Compliance Obligations, Reporting and Payment.
2.1

Restrictions.

2.1.1 No Copying, Modification, Distribution, Sublicensing or Consulting.
Except as otherwise expressly provided herein or approved in writing by GP, Licensee shall not, andnothing in this Agreement shall be construed to grant to Licensee any right to, for any purpose, copy,
modify, distribute, disclose, demonstrate, implement, sell, offer for sale, create derivative works based
upon, sublicense or otherwise the Licensed Works, any portion thereof or any Test Product. Without
limiting the foregoing, Licensee hereby expressly acknowledges and agrees that, except as expressly
provided pursuant to a separate written agreement executed by GP, Licensee shall not sell or offer forsale Test Products or derivative Test Products or provide any consultative, technical or other professional
services (including without limitation, training, support, customization, provision of Tests, support for
Test Products or other services) that utilize, relate to or otherwise exploit Licensee’s knowledge of theLicensed Works or any other GP Materials or portion thereof, including without limitation, Licensee’s
knowledge of any Tests, Test Suites, Configurations, related application layers or GP qualification,

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validation or certification programs or processes.
2.1.2 Copyright/Patent Notice. All reproductions or embodiments of any of theLicensed Works, related documentation or portion of any of the foregoing shall incorporate the legends
that appear on such Licensed Works or such other legends as GP may instruct Licensee from time totime.
2.1.3 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 andComputer Software Clauses in DFARS 252.227-7013 (c)(1) and FAR 52.227-19(a)-(d) as applicable (orsuccessor regulations thereto) and Licensee agrees to comply with all such Restricted Rights inconnection with its use of any of the Licensed Works.
2.1.4 No Warranties or Guaranties. Under no circumstances shall Licensee make or
publish any representation, warranty or guarantee by or on behalf of GP concerning any GP Materials or
portion thereof.
2.1.5 No Commercial Use. Under no circumstances shall Licensee use any of theLicensed Works, portion thereof or Test Product for any commercial purpose, except pursuant to, andthen only in accordance with, a separate written Qualification and Listing Agreement or Testing andConsulting Services License Agreement (or other written agreement acceptable to GP) executed anddelivered by Licensee and GP.
2.2
Compliance Obligations. All times while this Agreement is in effect, Licensee mustbe, or must be a Subsidiary of, a Full or Participating GP Member that (a) is in “good standing” inaccordance with the By-laws of GP and (b) pays and continues 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.
3.0
Support and Maintenance. GP shall have no obligation (to Licensee or otherwise) to support
or maintain the Licensed Works or any portion thereof.
4.0Intellectual Property.

4.1
Ownership of Intellectual Property. Notwithstanding anything to the contrary in thisAgreement, Licensee acknowledges and agrees that the Licensed Works, the Titles, all Improvements,
any and all scripts, tools, computer code or other materials of, or made available by, GP, each portion ofeach of the foregoing, all right, title and interest in and to each of the foregoing, and any otherIntellectual Property of GP (the foregoing, collectively, “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 to Licensee or any third party any right, title, interest or license in the any of theforegoing. GP acknowledges and agrees that, as between Licensee and GP, Test Products developed
exclusively by Licensee shall be Licensee’s exclusive property; provided that Licensee’s ownership anduse of such Test Products shall be subject in all respects to GP’s exclusive ownership of the underlying
GP Materials and the terms and conditions of this Agreement. Except for the licenses expressly granted
herein, nothing in this Agreement shall be construed to convey or license to Licensee or any third party
any right, title or other interest whatsoever, and GP hereby expressly reserves all other rights.
4.2
Ownership of Improvements. All Improvements shall be and remain the exclusive
property of GP, and Licensee hereby agrees that this Agreement constitutes an irrevocable transfer andGlobalPlatform, Inc. - Test Materials License Agreement

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assignment by Licensee to GP of all right, title and interest in and to all Improvements, except asprovided in Section 4.3 below. Licensee waives and further agrees not to assert any moral orcomparable rights that Licensee may have in the Improvements including, without limitation, any right toprevent modification, any right to receive attribution of authorship, or any right to control Improvements.
4.3
Improvements that Incorporate Licensee’s Intellectual Property. To the extent thatany Improvement incorporates any element which is subject to any Intellectual Property right owned by
Licensee, Licensee hereby grants to GP an unrestricted, non-exclusive, perpetual, royalty-free,world-wide, irrevocable and fully transferable license to make, use, sell, offer for sale, reproduce, create
derivatives of, publish, display or otherwise practice such Intellectual Property right.
4.4
Duty to Assist. Upon request, Licensee shall deliver to GP fully executed documents
giving full effect to GP’s rights, title and interests as contemplated by this Section 4.0.
5.0
Confidentiality. For the purposes of this Agreement, “Confidential Information” shall mean
the Licensed Works and each portion thereof, all drawings, samples, artwork or computer-generated media
pertaining to Titles, and any other proprietary or confidential information or materials of GP or its
licensors, in any form or media, written or oral, whether or not marked “Confidential”. Confidential
Information shall not include information that (1) is or becomes generally publicly available through nofault of Licensee; (2) is lawfully obtained from a third party that has the right to make such disclosure; (3)is known to Licensee prior to receipt from GP or any officer, agent, contractor or representative of GP; or(4) Licensee independently develops without use of or reference to any information or materials provided
or made accessible to Licensee by GP. Licensee will hold in strict confidence and will not use for any
purpose other than purposes within the scope of the License granted hereunder, either before or aftertermination of this Agreement, any Confidential Information; provided that Licensee may disclose theLicensed Works to those of Licensee’s employees and third party developers that (a) need access to the
Licensed Works in order to assist Licensee in its development of Test Products (including thedevelopment of related documentation to support such Test Products) and (b) have executed writtenagreements obligating them to hold the Licensed Works in strict confidence and to use the Licensed
Works solely for purposes of assisting Licensee in such development. Licensee will take all reasonableprecautions to avoid any use or disclosure of Confidential Information in violation of the terms andconditions of this Agreement. As between Licensee and GP, all Confidential Information is and shallremain the sole property of GP. Upon the termination of this Agreement and Licensee’s status as a Fullor Participating GP Member, or upon GP’s earlier request, Licensee will immediately destroy or deliver to
GP (at GP’s election) all copies of any Confidential Information that may be in Licensee’s possession orcontrol. If Licensee destroys such information, Licensee shall promptly certify such destruction to GP.
Licensee acknowledges and agrees that any violation of its obligations pursuant to this Section would
cause GP irreparable injury and that damages at law for any such breach would be inadequate andimpossible to ascertain. In the event of the breach or threatened breach of any such obligations, inaddition to any and all other remedies at law or in equity, GP shall have the right to injunctive relief
enjoining any and all threatened or actual activities in violation thereof; and Licensee hereby consents andagrees that temporary and permanent injunctive relief may be granted in any proceedings which might bebrought to enforce any such rights without the necessity of posting bond.
6.0

Termination.

6.1
Breach. In the event of any breach of any of the provisions of Section 2.0 by Licensee,
this Agreement shall automatically and immediately terminate with no further action of GP; provided thatif, at the time of such breach, Licensee is a Subsidiary of a Full or Participating GP Member (the“Parent”), and Licensee’s only breach of this Agreement is its Parent’s failure to pay fees in the manner

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specified in Section 2.2(b) hereof, such termination shall not be effective until the date thirty (30) days
after the occurrence of such breach, and such termination shall be ineffective if, within such thirty (30)day period, such fees are paid in full or Licensee becomes a Full or Participating GP Member. In theevent of any material breach of any other provision of this Agreement by Licensee, GP may terminate
this Agreement upon thirty (30) days’ written notice to Licensee; provided that such termination shall beineffective if such breach is cured to GP’s satisfaction within the applicable thirty (30) day period.
6.2
Termination for Convenience. Licensee may immediately terminate this Agreement
upon written notice to GP. GP may terminate this Agreement for convenience upon sixty (60) days
prior written notice to Licensee.
6.3
Litigation. GP may terminate this Agreement or all or part of the licenses granted inthis Agreement in the event that any of the Licensed Works, the Titles, any Test Product or any portion
or Licensee's use of any of the foregoing gives rise to a claim against a GP Party (as defined in Section
9.1 below) that contains at least one claim predicated upon the manufacture, use, importation, offer for
sale, sale or licensing of any Test Product (a) for which the indemnification of GP Parties in Section 9.0
does not apply or (b) for which Licensee asserts that such indemnification does not apply.
6.4
Licensee’s Insolvency; Breach of Confidence. GP may terminate this Agreement
immediately upon notice to Licensee if Licensee becomes insolvent, is dissolved or liquidated, has apetition in bankruptcy, reorganization, dissolution or liquidation, or similar action filed by or against it, isadjudicated as bankrupt, has a receiver appointed for its business, or makes an assignment for the benefitof creditors, or if Licensee breaches the confidentiality provisions of this Agreement.
6.5
IP Claims. In the event GP suspects, determines or receives notice that the Licensed
Works, any part thereof or any Test Product infringes any third-party Intellectual Property right (an“Infringement Claim”), GP may, at its sole option, pursuant to Section 9.2(iii), upon written notice toLicensee, immediately terminate this Agreement or all or part of the licenses granted in this Agreement.
6.6
Rights and Obligations After Termination. Upon termination of this Agreement, (a)Licensee will immediately (i) (A) if Licensee is still a Full or Participating GP Member, cease all use of
the Licensed Works and Titles other than as is generally permitted for all such Members and (ii) if andwhen Licensee is no longer a Full or Participating GP Member, cease all use of the Licensed Works andTitles and (b) all rights and obligations of the Parties hereunder shall terminate, except that the Parties’
respective rights and obligations under Sections 2.1 and 3 through 11 of this Agreement shall survive.
7.0
No Warranties. THE LICENSED WORKS AND ALL OTHER GP MATERIALS AREPROVIDED ON AN “AS IS”, “WHERE IS”, BASIS, “WITH ALL FAULTS” KNOWN AND
UNKNOWN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GP
EXPRESSLY DISCLAIMS, AND LICENSEE EXPRESSLY WAIVES, ALL WARRANTIES,EXPRESS OR IMPLIED, REGARDING THE LICENSED WORKS, TITLES AND ALL OTHER GP
MATERIALS, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
8.0
No Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN
NO EVENT SHALL GP OR ANY OF ITS PRINCIPALS, MEMBERS, OFFICERS, EMPLOYEES,AFFILIATES, CONTRACTORS, SUBSIDIARIES, OR PARENT ORGANIZATIONS, BE LIABLE TO
LICENSEE OR TO ANY THIRD PARTY FOR ANY DAMAGES IN CONNECTION WITH THISAGREEMENT, THE LICENSED WORKS OR ANY OTHER GP MATERIALS, INCLUDINGWITHOUT LIMITATION, SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR PUNITIVE

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DAMAGES AND DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF BUSINESS INFORMATION, OR OTHER MONETARY LOSS, WHETHER OR NOTADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE LIMITATIONS OF DAMAGES OR LIABILITY SET FORTH IN THIS AGREEMENT ARE
FUNDAMENTAL ELEMENTS OF THIS AGREEMENT. LICENSEE ACKNOWLEDGES AND
AGREES THAT GP WOULD NOT BE ABLE TO PROVIDE THE LICENSED WORKS ORPERFORM HEREUNDER ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS.
9.0

Indemnification; Claims; Insurance.

9.1
Indemnity of GP. Licensee agrees to indemnify, defend and hold harmless GP, its
members and affiliated companies, and each of their respective employees, officers, directors and agents(each, a “GP Party”) from all losses, costs, damages, claims and other expenses (including reasonable
attorneys’ fees) (collectively, “Losses”) arising out of or in connection with any (a) breach by Licenseeof any term or condition of this Agreement or (b) claim that a third party Intellectual Property right isinfringed in connection with the creation, development, manufacture, testing, importation, sale, offer for
sale, distribution, reproduction, display or other use by Licensee of any Test Product (or any otherproduct, process, or system which implements or relies on the Licensed Works or any portion,
Improvement or derivative thereof), either alone or in combination with other products, processes orsystems.
9.2
Avoidance of Claims and Mitigation of Damages. In the event that GP becomesaware of a potential claim of infringement with respect to the Licensed Works or any portion thereof thathas been or may be asserted against GP, Licensee 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 forLicensee the right to continue using such Licensed Works or (iii) terminate any or all of the licenses
granted in this Agreement pursuant to Section 6.5 above with respect to such Licensed Works. In theevent that GP modifies any of the Licensed Works pursuant to this Section 9.2, Licensee shall promptly
upon written notice from GP modify each Test Product so as to implement such modification of theLicensed Works.
9.3
Insurance. At all times while this Agreement is in effect, Licensee shall procure,maintain and keep in full force and effect for GP’s mutual benefit, at Licensee’s sole cost and expense,
the following types of insurance and minimum coverage amounts: (i) a fully-paid commercial generalliability 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 tobodily injury, personal injury, and property 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, Licensee shall maintain suchinsurance in force for not less than one year after the termination of this Agreement. Upon request,
Licensee shall submit certificates of said policies to GP evidencing that the required coverages are ineffect. Licensee shall provide at least ten (10) days notice to GP prior to any cancellation or reductionof any required coverage, and shall provide written notice to GP promptly upon receiving notice fromany insurer that any such insurance policy will be or has been cancelled or subject to a reduction incoverage.
10.0
Compliance with Laws and Export Regulations. To the extent applicable, Licensee agrees tocomply with the US Export Administration Regulations and all other applicable laws and regulations
governing export, import or use of encryption products and technology.

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11.0

Miscellaneous Provisions.

11.1
Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of 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 thestate and federal courts within the State of Delaware.
11.2
Notices. All notices required under this Agreement shall be in writing. Notice shallbe deemed given when delivered in person or one (1) day after deposit for overnight delivery upon
written verification of receipt. Notices and correspondence to GP shall be sent to the attention of theSecretariat at the address for GP set forth above (or such other person or address as GP may designated inwriting), except as may be required or permitted by specific Sections of this Agreement. Notices andcorrespondence to Licensee shall be sent to the person and address identified by Licensee in the attached
Licensee Registration Form (which is incorporated herein by this reference) or such other person or
address as Licensee may designate in writing by notice in accordance with this Section.
11.3
Nonassignability. Licensee, by operation of law or otherwise, may not assign orotherwise transfer any of its rights or delegate any of its duties or obligations under this Agreement
without the prior written consent of GP, which consent shall not be unreasonably withheld. Any
attempt to do so is void.
11.4
Waiver. The waiver, express or implied, of any breach of this Agreement will not
waive any subsequent breach of the same or a different kind.
11.5
Headings. The headings to the Sections and subsections of this Agreement areincluded merely for convenience of reference and shall not affect the meaning of the language included
therein.
11.6
Counterparts. This Agreement may be executed in two or more counterparts, each ofwhich shall be 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.
11.7
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.
11.8
Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, such provision shall be deemed omitted to the extent required, the remaining terms shallremain in full force and effect, and the validity, legality and enforceability of the remaining provisions
will in no way be affected or impaired thereby so long as the intent of the Parties can be preserved.
11.9 Entire Agreement; Amendment. This Agreement (including any exhibits, schedules orappendices attached hereto or referenced herein, each of which is incorporated herein by this reference)
sets forth the entire agreement and understanding between the Parties regarding the subject matter hereofand supersedes any and all prior agreements between the Parties regarding such subject matter. Except
as expressly provided herein, no modification or waiver of this Agreement or any exhibit, schedule orappendix hereto shall be binding unless it is in writing and signed by both Parties.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed.
ACCEPTED AND AGREED TO BY:
LICENSEE:
Licensee Name:(please print complete name of Licensee company)
Signature:
Print Signatory Name:
Signatory Title:
Date:

ACCEPTED AND AGREED TO BY:
GLOBALPLATFORM, INC.
Signature:
Name:
Title:
Date:

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Licensee Registration Form
This Licensee Registration Form is to be completed by Licensee and attached to the accompanying Test
Materials License Agreement between the undersigned Licensee and GlobalPlatform, Inc.
Licensee Company Legal Name:
Licensee Company existing under the laws of:Address of Licensee’s registered office:Licensee Contact Name: (for legal notices)
Licensee Contact Email address (for legal notices):
Licensee Contact Telephone Number:
Licensee Contact Facsimile Number:
Licensee Business Contact Name:Business Contact Email address:
Business Contact Phone number:Business Contact Facsimile number:
What products or services is Licensee providing or does Licensee plan to make available using the
Licensed Works?

Form Prepared By: ___________________________________________“Print Name and Title”
Date: _____________________________________

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