GLOBALPLATFORM NON-CONFORMANCE INVESTIGATION AGREEMENT
This document (the "Agreement") is an agreement between GlobalPlatform, Inc. ("GP"), with
offices at 544 Hillside Rd, Redwood City, CA 94062, and the undersigned company ("Company"), andshall be effective as of the date that both GP and Company (each sometimes referred to herein as a“party” and collectively as the “parties”) have executed below (the "Effective Date"). All capitalized terms
used but not defined herein shall have the meanings ascribed to them in the Qualification and Listing
Procedures (defined below), and all other capitalized terms used herein shall have the meanings set forthin Section 1 below or elsewhere in this Agreement.
Whereas, GP manages the GP Compliance Program, as more fully described in its Qualificationand Listing Procedures, and in connection therewith, offers Product Vendors an opportunity to seek
Qualification and/or Listing (as applicable) of Products by subjecting such Products to applicable Testing;and, as part of the GP Compliance Program, GP offers the Services described herein to assist ProductVendors in assessing Products that may not, as a result of such Testing, demonstrate sufficientconformance to the GP Specifications; andWhereas, Company is the owner of one or more Products and wishes to engage GP to provide
such Services pursuant to this Agreement and one or more Addenda hereto.
Now wherefore, for good and valuable consideration, the receipt and sufficiency of which is
acknowledged, subject to the Terms and Conditions set forth in the following pages of this Agreement,
the parties herby agree as follows:
Company
Company Name:Business Address:
State/Province:

Country:

PostalCode:

City:
Company Contact
Name:
Direct Telephone
Number:Location:

Title:
E-mail:Fax:

Company Officer Signature ÇCompany Officer
Name:
GlobalPlatform, Inc.

GlobalPlatform, Inc.
Signature ÇName:
Title:
Date:

767261.7

Date Ç
Title:

Terms and Conditions
1.
Definitions. For purposes of this Agreement, the terms below when capitalized shall have thefollowing meanings:“Addendum” means an addendum substantially in the form attached as Exhibit A hereto, properly
completed and executed by Company and submitted to GP along with all supporting documentation
specified therein or as otherwise required by GP, and all applicable Fees.
“Assessment” is defined in Section 2(a)(iv) below.
“Assessment Request Form” means a request for an Assessment on the form attached as Exhibit
B hereto.
“Assessment Request Package” means the complete set of information, documentation and othermaterials required to be provided to GP by the applicable Product Vendor prior to GP beginning a given
Assessment, including without limitation, a completed Assessment Request Form executed by an officerof the Company, the items described in Section 2(c)(ii) below and such other information, documents orother materials as GP may request prior to beginning such Assessment.
“Fees” is defined in Section 4 below.
“GP Compliance Program” means the program managed by GP for purposes of validating
whether submitted Products demonstrate sufficient conformance with applicable GP Specifications andrelated Configurations.
“GP Materials” means, other than Assessment Reports, all materials and information of, or madeavailable to Company by or on behalf of, GP, each portion thereof, all right, title and interest in and toeach of the foregoing, and any other Intellectual Property of GP.
“GP Specification” means a specification published by GP.
“GP Website” means GP’s web site located at www.globalplatform.org, and any successor or
replacement web site thereto managed and operated by GP.
“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, patentapplications, continuations, divisionals, reexaminations, reissues; (d) designs, algorithms and otherindustrial 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 orreissues thereof now or hereafter in force of the foregoing (including any rights in any of the foregoing)
and foreign equivalents thereof.
“Listing” means the listing of a Qualified or Listed Product on the applicable list of Products on the
GP Website or in other GP publications in accordance with the GP Compliance Program.
“Product” means a card, device or systems related product or component, or a Test Tool.
“Product Vendor” means a vendor of a Product.
“Qualification” means written validation by GP pursuant to an applicable Letter of Qualification,
indicating that a given Product has satisfied applicable GP Compliance Program requirements and test
procedures, and accordingly, is formally recognized by GP as having satisfactorily demonstrated
compliance with the applicable GP Specification and Configuration (if applicable) for the applicable2
767261.7

category of Product, so long as such Qualification has not expired, terminated, or been revoked,
withdrawn or invalidated.
“Qualification and Listing Procedures” means the then current version of GP’s Self Testing and
Product Qualification Processes document and related guidance, as from time to time amended andmade publicly available by GP on the GP Website. The Qualification and Listing Procedures are hereby
incorporated as a part of this Agreement.
“Qualified or Listed Product” means a Qualified Product, Self-Tested Product or Qualified Test
Tool.
“Self-Tested Product” means a Product that has sufficiently demonstrated conformance with theapplicable GP Specification and Configuration through Testing by the Product Vendor.
“Test Tool” means a tool that integrates any portion of the GP Materials and is created,developed or produced for purposes of performing tests to determine compliance with any GP
Specification.
“Testing” means the testing of a Product (for a Product other than a Test Tool, by a Qualified
Laboratory or the applicable Product Vendor; and for a Test Tool, at or in connection with an applicable
TestFest), in order to satisfactorily demonstrate compliance with the applicable GP Specification for theapplicable category of Product in accordance with GP Compliance Program requirements and test
procedures.
“Vendor Impact Analysis” is defined in Section 2(c)(ii)(A) below.
2.
Services. In connection with the GP Compliance Program, subject to the terms and conditions of
this Agreement and the applicable Addendum, GP agrees to perform the following services described
below during the Term (collectively, the “Services”):
a.

Non-Conformance Assessment Services.

i.
Assessment Request. At any time and from time to time, by submitting acomplete Assessment Request Package to GP in accordance with the instructions on the Assessment
Request Form and applicable GP Compliance Program requirements, Company may request that GP
perform an Assessment (defined below) with respect to any Company Product that has failed during
Testing to satisfactorily demonstrate compliance with the applicable GP Specification and Configuration(if applicable) and as a result, is ineligible for a corresponding Qualification and/or Listing.
ii.
Initial Review. Upon receipt of Company’s Assessment Request Package, GP
shall review the materials provided by Company, and notify Company of any additional materials or
clarification that may be required or necessary for GP to initiate an Assessment of the relevant Product.
iii.
Addendum.
Once GP has determined that Company has provided all
information, documentation and other materials necessary and required to begin such Assessment, GP
shall prepare and deliver to Company an Addendum identifying the Product in question, and setting forth
GP’s estimate of the Fees GP will charge to perform the Assessment and the timeframe in which GP
expects the Assessment to be completed (the “Assessment Period”). GP shall have no obligation
whatsoever to begin such Assessment until the requirements set forth in this paragraph and theapplicable Addendum have been satisfied to GP’s satisfaction.
iv.
Assessment. Upon execution of a mutually acceptable Addendum by the parties
regarding such Assessment, and Company’s payment to GP of the Assessment Initiation Fee, subject tothe terms of this Agreement and such Addendum, GP shall use commercially reasonable efforts toperform an assessment of the Product identified in such Addendum in accordance with the applicable

3
767261.7

provisions of the Qualification and Listing Procedures, and the Addendum (an “Assessment”), including
but not limited to the following:A.
Review of the corresponding materials provided by Company, and listingof failed Tests identified therein; andB.
Within the applicable Assessment Period, delivery to Company of awritten Non-Conformance Analysis Report (an “Assessment Report”) regarding the Product in accordancewith the non-conformance provisions of the Qualification and Listing Procedures, including:1.
An assessment of whether the deficiencies of the Product (eacha “Deficiency”), as indicated by the failed Tests, may (or may not) generate an interoperability impact
when deploying the Product;2.
An assessment of which Deficiencies are critical for achieving
compliance with the applicable GP Specification and Configuration (each a “Critical Deficiency”), andwhich Deficiencies that are not critical for achieving such compliance (each a “Non-Critical Deficiency”);
and3.
For all identified Deficiencies, identification of the corresponding
portion of the applicable Test Suite, indication of whether or not each Deficiency is acceptable, andrecommendations for remediation thereof.
v.
Successful Assessment Results. If GP determines (whether before or after
remediation efforts by Company) that all Deficiencies noted in the applicable Assessment Report are
Non-Critical Deficiencies, and that Company and such Product otherwise satisfy all applicable conditions
and requirements for Qualification and/or Listing in accordance with applicable GP Compliance Program
requirements, then:A.
for Products (other than Test Tools) submitted for Testing by a Qualified
Laboratory and Test Tools submitted for Testing at an applicable TestFest, if Company has executed anddelivered to GP a Qualification and Listing Agreement acceptable to GP (a “Qualification Agreement”),
then GP shall: (A) provide to Company a proposed Letter of Qualification for such Product, identifying the
Non-Critical Deficiencies of such Product, and (B) if Company countersigns such Letter of Qualification
and returns the executed version thereof to GP, deem such Product to have satisfied the conditions andrequirements for initial Qualification and/or Listing (as applicable) pursuant to such Qualification
Agreement, and in accordance therewith, provide a Listing of such Product (identifying such Non-Critical
Deficiencies) on the applicable list of Products that have achieved Qualification on the GP Website,
subject to the terms, conditions and restrictions (including but not limited to the provisions thereof relating
to revocation and maintenance of the applicable Qualification) of the Qualification Agreement; orB.
for Products subjected to Testing by Company, if Company has executedand delivered to GP a GP Self Tested Product Listing Agreement acceptable to GP (a “Listing
Agreement”, and each Qualification Agreement and Listing Agreement, a “Program Agreement”), then GP
shall: (A) provide to Company a letter or other communication identifying the Non-Critical Deficiencies ofsuch Product (a “Listing Letter”), and (B) if Company countersigns such Listing Letter and returns theexecuted version thereof to GP, deem such Product to have satisfied the conditions and requirements for
initial Listing pursuant to the Listing Agreement, and in accordance therewith, provide a Listing of such
Product (identifying such Non-Critical Deficiencies) on the list of self-tested Products on the GP Website,
subject to the terms, conditions and restrictions of the Listing Agreement.
b.

Non-Conformance Investigation Services.

i.
Notification. If at any time during the Term a Company Qualified or Listed
Product is removed from the applicable GP list of Qualified or Listed Products on the GP Website and/or
identified in the “Interoperability Issues List” on the GP Website (which identification may include a copy

4767261.7

of the corresponding Vendor Impact Analysis where available), GP shall notify Company (each a “NonConformance Notice”).
ii.
Delivery of Vendor Impact Analysis. With respect to each Product for which
Company receives a Non-Conformance Notice, unless otherwise agreed by GP and Company in a given
instance, Company shall, within fifteen days of the later of (A) the effective date of such NonConformance Notice or (B) the Effective Date of this Agreement, provide to GP a corresponding Vendor
Impact Analysis and proposal for a corrective action plan.
iii.
Initial Review. Following receipt of Company’s Vendor Impact Analysis pursuant
to the preceding clause (ii), GP shall (A) review the materials provided by Company, (B) notify Company if
any additional materials or clarification is required or necessary for GP to initiate an Assessment of the
Product in question, and (C) once GP has determined that Company has provided all information,
documentation and other materials necessary and required to begin such Assessment, prepare anddeliver to Company an Addendum identifying the Product in question, and setting forth GP’s estimate of
the applicable Fees and Assessment Period for such Assessment. GP shall have no obligation
whatsoever to begin such Assessment until the requirements set forth in this paragraph and theapplicable Addendum have been satisfied to GP’s satisfaction.
iv.
Assessment. Upon execution of a mutually acceptable Addendum for such
Assessment by the parties, and Company’s payment to GP of the Assessment Initiation Fee, subject tothe terms of this Agreement and such Addendum, GP shall use commercially reasonable efforts toperform an Assessment of the Product identified therein, including but not limited to the following:A.

Review of the corresponding materials provided by Company; andB.
Assisting (at Company’s sole cost and expense) in Company’s
development and implementation of an appropriate investigation and corrective action plan.
v.
Successful Remedial Action. At such time as GP has determined to its
satisfaction that the documentation submitted to GP no longer indicates the presence of any Critical
Deficiencies of such Product, and that Company and such Product otherwise satisfy all applicableconditions and requirements for reinstatement of the applicable Listing, such Listing shall be reinstated;
provided, however, that if any Non-Critical Deficiencies remain, the provisions of Section 2(a)(v)(A) and2(a)(v)(B) shall apply and the Letter of Qualification issued by GP pursuant to such Sections shall havethe same expiration date as the original Letter of Qualification for such Product.
c.

General Requirements. Company hereby acknowledges and agrees to the following:i.
Retests. In the event that any Test Report, Test Results or Assessment withrespect to any Product proves to be inconclusive or fails to demonstrate a Product’s sufficientconformance with applicable GP Compliance Program requirements, Company shall, upon GP’s request
and at Company’s sole cost and expense: (A) retest some or all of the corresponding Product samples
with one or more different Qualified Laboratories, (B) use different Product samples for retests and/or (C)permit GP to witness any and all retest procedures performed by such Qualified Laboratories.
ii.
Additional Information. Prior to each Assessment pursuant to Section 2(a)above, and upon GP’s reasonable request in connection with each other Assessment, Company shallprovide to GP the following:A.
Company-prepared impact analysis of all Product Deficiencies (a“Vendor Impact Analysis”) and proposal for a corrective action plan;
B.
Complete copies of all Test Reports and Test Results (or the applicable
TestFest results in the case of a Test Tool) relating to the applicable Product, including a detailed list of
all failed Tests;

5767261.7

C.
A detailed analysis of all failed Tests and Deficiencies of the Product inquestion, prepared by the applicable Qualified Laboratory (or by Company in the case of a Self-Tested
Product or Test Tool);D.
Product samples to the extent requested by GP or a Qualified Laboratory
in connection with Product retests required by GP; andE.
Any and all other information, documentation or materials reasonably
requested by GP in connection with such Assessment.
iii.
Prior to Assessment of any Product previously tested by a Qualified Laboratory,
Company shall ensure that the latest Test Suite published for the Configuration supported by such
Product has been performed by a Qualified Laboratory.
iv.
Company is and shall be solely responsible for all of its costs and expenses inconnection with this Agreement and all Assessments, including but not limited to any and all costs andexpenses associated with required retests and the provision of sample Products to Qualified Laboratories
in connection therewith.
v.
Company shall ensure that all information, documentation and other materials
provided to GP in connection with this Agreement and any Assessment is true, accurate and complete inall material respects.
vi.
Company shall, upon GP’s reasonable request, promptly provide GP or its
agents with access to any and all information submitted to, or received from, the applicable Qualified
Laboratories in connection with the Testing of any Company Product subject to Assessment.
vii.
Company shall comply at all times with the Qualification and Listing Procedures
and all related GP Compliance Program and Assessment policies, rules, procedures and requirements.
viii.

GP may engage subcontractors to perform any portion or all of the Services on

its behalf.
ix.
With respect to each Assessment, Company shall describe the system andhardware requirements for the applicable Product as part of the Vendor Impact Analysis. If any Product
Assessment cannot reasonably be performed using equipment then available to GP, Company must
supply GP with the additional hardware and system support (collectively, the "Company Equipment")
necessary to enable GP to perform the Assessment. Company will list such Company Equipment in the
Addendum covering the Product for which such Company Equipment is required. GP will archive andretain possession of such Product and user documentation for a period of one year following delivery of
the Assessment Report for such Product, after which time GP may keep or destroy these materials at its
option, except as otherwise agreed in writing between the parties or as set forth in this Agreement or theapplicable Addendum. If Company so requests, GP will make arrangements, at Company's expense andrisk and subject to any applicable export restrictions, to return Company Equipment to Company at theconclusion of the Assessment. Although GP will use reasonable efforts to safeguard the Product and any
Company Equipment while such items are in its possession, GP assumes no responsibility for such items
and recommends that Company maintain proper insurance for such items at all times. Upon request,
Company agrees to supply replacement or additional Company Equipment if GP determines, in its
discretion, that such replacement or additional Company Equipment is necessary to conduct theAssessment.
x.
For the avoidance of doubt, each Assessment shall be limited to the assessmentof the Product in accordance with the applicable Addendum, and shall not include re-Assessment of thesame (or a modified version of such) Product after remediation thereof. Accordingly, in the event that an

6767261.7

Assessment is performed, and Company thereafter wishes for GP to perform further assessment of that
product, a new Addendum and applicable Fees will be required.
3.
Qualification and Listing. Company acknowledges and agrees that, notwithstanding anything
to the contrary herein: (a) Assessment does not guaranty Qualification or Listing, (b) GP may at any time
reject, refuse to list, or de-list any Product in accordance with the applicable Program Agreement or GP
Compliance Program procedures and requirements, (c) each Qualification and/or Listing is subject to theterms and conditions of the applicable Program Agreement and GP Compliance Program procedures andrequirements, and (d) nothing in this Agreement shall or shall be construed to grant to Company or entitle
Company to any Qualification or Listing, or to authorize Company to use any trademark, logo or otherIntellectual Property of GP. All such rights (if any) shall be governed by separate written agreement
between the parties.
4.
Payments. In consideration of the Services under a given Addendum, Company shall pay to GP
all fees specified in such Addendum (collectively, “Fees”), as and when specified therein. Unlessotherwise expressly provided in the applicable Addendum, Company shall pay each invoice for Fees
within thirty (30) days of the applicable invoice date. GP shall have no obligation to initiate or continue
any Assessment while applicable Fees are due and payable. All Fees are non-refundable.
5.

Ownership.

a.
Company acknowledges and agrees that the GP Materials and all other information andmaterials (other than Assessment Reports) provided to Company by or on behalf of GP in connection withthis Agreement are and shall at all times be and remain the exclusive property of GP, and that, except asotherwise expressly provided in this Section, nothing in this Agreement shall be construed to convey orlicense to Company or any third party any right, title or interest in or to any of the GP Materials.
b.
Company hereby grants to GP the license (with the right to sublicense to subcontractors
performing Services on GP’s behalf) to use any and all information and materials provided to GP in
connection with this Agreement (including but not limited to Assessment Reports, Test Reports andProduct samples) for internal testing purposes and otherwise as necessary, reasonable or appropriate inorder to perform the Services. GP shall use the foregoing in accordance with this license, and will nottake title to, sell or otherwise use any of the foregoing unless authorized by Company in writing.
Company represents and warrants that it has all necessary rights and licenses to fully comply with its
obligations pursuant to this Agreement and to grant all of the rights and licenses provided for herein.
6.

Limitation of Remedies; No Warranty; Indemnification.

a.
GP's entire liability and Company's exclusive remedy for any error by GP or its
subcontractors in the performance of any Services with respect to a given product under this Agreement
or for any other claim against GP or its subcontractors based directly or indirectly on this Agreement shallbe for GP, in its sole discretion, to either: (a) refund the fee paid by Company to GP under the respective
Addendum for such Product, or (b) perform a new Assessment of the Product which is the subject ofCompany's claim. NO RESULT SET FORTH IN ANY ASSESSMENT REPORT, AND NO STATEMENT
OF GP, WHETHER WRITTEN OR ORAL, SHALL BE DEEMED TO BE OR CONSTRUED AS A
WARRANTY THAT ANY PRODUCT OR IS COMPATIBLE WITH ANY OTHER PRODUCT, OPERATINGSYSTEM, HARDWARE, OR THIRD PARTY MATERIALS. GP EXPRESSLY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE,
WITH RESPECT TO THE SERVICES, THE RESULTS OF SUCH SERVICES, AND THE USE,DISCLOSURE, OR PUBLICATION BY ANY PARTY OF SUCH RESULTS (INCLUDING BUT NOT
LIMITED TO THE ASSESSMENT REPORTS).
b.
IN NO EVENT SHALL 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

7767261.7

FOREGOING, A “GP PARTY” AND COLLECTIVELY, THE “GP PARTIES”) BE LIABLE FOR ANY
DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, INCIDENTAL,
INDIRECT, ECONOMIC, OR SPECIAL DAMAGES) ARISING OUT OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO
THE SERVICES PERFORMED BY GP UNDER THIS AGREEMENT OR ANY USE, DISCLOSURE, OR
PUBLICATION OF THE RESULTS OF SUCH SERVICES, EVEN IF SUCH GP PARTY HAS BEEN
ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. IN NO EVENT SHALL GP'S
LIABILITY ARISING UNDER THIS AGREEMENT EXCEED THE FEE PAID BY COMPANY TO GP
UNDER THE ADDENDUM PURSUANT TO WHICH THE PARTICULAR PRODUCT WHICH IS THE
SUBJECT OF COMPANY'S CLAIM WAS SUBMITTED TO GP.
c.
Company shall indemnify, defend and hold harmless the GP Parties from all losses,
costs, damages, claims and other expenses (including reasonable attorneys’ fees) (collectively, “Losses”)
resulting from or arising out of (i) any breach of any of the terms or conditions of this Agreement by
Company or (ii) any third party claim relating to any Company product, service or activity or the use
thereof, including but not limited to, any claim that a third party Intellectual Property right is infringed inconnection with the manufacture, use, importation, sale, offer for sale, distribution, reproduction or displayof any Company Product either alone or in combination with other products, processes, services orsystems, except to the extent that such losses, damages, liabilities, costs and expenses are directly
attributable to the gross negligence, reckless conduct or intentional wrongdoing of GP.
7.

Restrictions on Use and Disclosure.

a.
Confidentiality. For the purposes of this Agreement, “Confidential Information” shallmean any and all proprietary or confidential information or materials disclosed in connection with theperformance of this Agreement and conspicuously marked as “Confidential” or “Proprietary” by the party
disclosing such information (“Discloser”), and (a) with respect to GP, shall also include all GP Materials(all of which shall be deemed Confidential Information of GP) and (b) with respect to Company, shall also
include all Assessment Reports (which shall be deemed Confidential Information of Company), whether
or not so marked; provided, however, that the term “Confidential Information” shall not include any
information that (1) is or becomes generally publicly available through no fault of the party receiving suchinformation (“Recipient”); (2) is lawfully obtained from a third party that has the right to make suchdisclosure; (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 theDiscloser’s Confidential Information. With respect to the Discloser’s Confidential Information, theRecipient shall:i.
not use, or allow any other person or entity to use, such Confidential Information
for any purpose other than as contemplated by this Agreement, or as otherwise may be specificallyauthorized 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, consultants, subcontractors or agents of the Recipient who have a need to know
the information for the Permitted Purposes and are under a written obligation to maintain theconfidentiality 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, andother manifestations containing any such Confidential Information, upon (A) request (or at the Discloser's

8
767261.7

discretion, destroy such Confidential Information with evidence in writing), or (B) termination of thisAgreement.
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 of
any 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 abreach 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. This Agreement shall be effective upon the Effective Date and shallremain in effect until expired or terminated in accordance with this Section. The term of this Agreement(the “Term”) shall automatically expire upon the expiration or termination of all of Company’s
Qualifications and Listings.
a.
Termination By Company. Company may terminate this Agreement for any or no reason
immediately upon written notice to GP.
b.
Termination By GP. GP may terminate this Agreement (i) without cause by providing
Company with at least thirty (30) days prior written notice of its intent to terminate, such termination to beeffective at the end of such thirty (30) day period or (ii) immediately upon written notice to Company if (A)GP discontinues all Qualification or Listing programs for which Company then has a valid Qualification or
Listing, (B) Company violates or does not comply or cooperate fully with any material term or requirementof this Agreement or (C) Company makes any assignment of assets or business for the benefit ofcreditors, a trustee or receiver is appointed to conduct the business or affairs of Company, or Company is
adjudged in any legal proceeding to be in either a voluntary or involuntary bankruptcy.
c.
Effect of Termination. Upon any expiration or termination of this Agreement, allobligations of the parties hereunder shall cease, except that the parties respective obligations pursuant to
the provisions of Sections 3 through 7, 8(c) and 9 through 21 of this Agreement shall survive.
9.
Force Majeure. GP shall not be liable in any way because of any delay or failure in performancedue to unforeseen circumstances or any cause beyond GP's control, including, without limitation, strike,lockout, riot, war, fire, earthquake, act of God, accident, failure or breakdown of components necessary toaccomplish the Services, Company or subcontractor caused delays, or compliance with any law,regulation or order of any government body, agency or any instrumentality thereof.
10.
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.
11.
Relationship of the Parties. This Agreement creates no agency relationship between theparties hereto, and nothing herein contained shall be construed to place the parties in the relationship ofpartners or joint venturers, and Company shall have no power to obligate or bind GP in any mannerwhatsoever.
12.
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 allof its rights and obligations under this Agreement, to any successor of its business; provided, however,that any such assignment will not relieve Company of any of its obligations under this Agreement.

9767261.7

Subject to the foregoing restrictions, this Agreement shall be binding upon and shall inure to the benefit of
the parties and their successors and assigns.
13.
Entire Agreement. Each Addendum shall constitute a separate agreement for Services on theterms and conditions stated herein, and the terms and conditions set forth herein shall be incorporated byreference in each Addendum. This Agreement, all Addenda hereto, and all schedules, appendices orother materials attached hereto or thereto (each of which is incorporated herein by this reference) or
incorporated herein by reference, sets forth the entire agreement and understanding between the parties
regarding the subject matter hereof and supersedes any and all prior agreements between the parties
regarding such subject matter.
14.
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
by email shall be sent to secretariat@globalplatform.org, and notices to Company by email shall be sent
to the email address specified by Company herein.
15.
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 beamended, modified, or supplemented, or provisions hereof waived, except by an express agreement inwriting executed (including through an electronic click-through process) by both parties. Any waiver of abreach by either party is not a waiver of any subsequent or other breach. The failure of either party hereto
to enforce, or the delay by either party in enforcing, any of its rights under this Agreement, shall not be
deemed a continuing waiver or a modification thereof and either party may, within the time provided byapplicable 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 byreason of anything contained in this Agreement.
16.
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.
17.
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
this Agreement. In addition, as used in this Agreement, unless otherwise expressly stated to the contrary,
all references to days, months or years are references to calendar days, months or years. A reference toa Section by number includes all subparagraphs contained in the Section.
18.
Counterparts. This Agreement may be executed in two or more counterparts, each of whichshall 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.
19.
Choice of Law. This Agreement shall be governed by and construed in accordance with thelaws 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 the state and federal
courts within the State of Delaware.
20.
Arbitration. All disputes, controversies or claims arising out of or relating to this Agreement,
which are not settled by the parties hereto shall be settled by binding arbitration conducted by theAmerican Arbitration Association ("A.A.A.") in Delaware, in accordance with the A.A.A. rules then in
effect. The award rendered in any arbitration will be final and binding, and may be enforced in any court

10767261.7

of competent jurisdiction. GP and Company agree that each will bear its own costs and fees incurred inany arbitration hereunder, and that the arbitrator shall not have the power or authority to award costs orfees to a prevailing party.
21.
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 awaiver of any other rights and remedies to which GP may be entitled under this Agreement or otherwise.

[remainder of page intentionally left blank]

11
767261.7

Exhibit A
Addendum to GlobalPlatform Non-Conformance Investigation Agreement
This document constitutes an “Addendum” for purposes of the GlobalPlatform Non-Conformance
Investigation Agreement (the “Agreement”) between GlobalPlatform, Inc. ("GP") and the undersigned
company ("Company"). This Addendum is entered into in connection with and incorporates the terms of
the Agreement, as of the date executed by GP and Company below.
Company Name:
Company Registration No:
Business Address:
City:
Product
Details:

State/Prov.:

Country:

Postal Code:

Product Reference and Version No. (as it
appears or will appear on the GP Website):

Product Type (check one):

 Lab Tested Product Self-Tested Product Test Tool

GlobalPlatform Configuration and Version No.:
GlobalPlatform Test Suite and Version No.:
Company Primary Contact:
Name:

Title:

Direct Telephone:

E-mail:Location:

Fax:

Additional Required Information
Assessment Initiation Fee(paid at Addendum signing)

Additional Fees

(billed net 30)

Total Fees
Assessment Period(number of weeks)

By signing this Addendum, I acknowledge, agree and certify, by and on behalf of the Company, to the foregoing,
and that (i) Company hereby engages GP to perform an Assessment of the above Product in accordance with theAgreement, (ii) the above Product satisfies all prerequisites for performance of an Assessment, (iii) all information
provided to GP by Company regarding the above Product is accurate and complete, and (iv) I have been duly
authorized by Company to execute and submit this Assessment Request.

Company Officer Signature ÇCompany Officer Name:

Date Ç
Title:

Received by GlobalPlatform, Inc.

GlobalPlatform, Inc. Signature ÇDate Ç

Name:
Title:

12767261.7

Exhibit B
Assessment Request Form
This document constitutes an Assessment Request Form for purposes of the GlobalPlatform
Non-Conformance Investigation Agreement between GlobalPlatform, Inc. ("GP") and the undersigned
company ("Company") as of the date executed by GP and Company.
Company Name:
Company Registration No:
Business Address:
City:

State/Prov.:

Product
Details:

Country:

Postal Code:

Product Reference and Version No. (as it
appears or will appear on the GP Website):

Product Type (check one):

 Lab Tested Product Self-Tested Product Test Tool

GlobalPlatform Configuration and Version No.:
GlobalPlatform Test Suite and Version No.:
Company Primary Contact:
Name:

Title:

Direct Telephone:

E-mail:Location:

Fax:

Instructions for Submission of Assessment Request Package:
1. If the Product is Lab Tested, check here, please confirm that the latest Test Suite published for theConfiguration supported by such Product has been performed by a Qualified Laboratory. Lab Tested Products will
not be assessed until this condition has been satisfied.
2. Confirm that you have gathered all of the following for submission:

Vendor Impact Analysis

Proposal for a corrective action planComplete copies of all Test Reports and Test Results (for Products other than Test Tools)Complete copies of all applicable TestFest results (for Test Tools)



Detailed list of all failed Tests



Detailed analysis of all failed Tests and Deficiencies, prepared by the applicable Qualified Laboratory (orby Company in the case of a Self-Tested Product or Test Tool);Product samples if previously requested by GP or a Qualified Laboratory for retestsAll additional information, documentation and materials specifically requested by GPThis Assessment Request Form executed by an officer of the Company

3. Deliver the completed Assessment Request Package to GP as follows:[_______________][_______________][_______________][_______________]

13
767261.7

By signing this Assessment Request Form, I acknowledge, agree and certify, by and on behalf of the company
identified above ("Company"), to the above and that (i) Assessment of the Product identified above and theprocedures for such Assessment, are subject to the terms, conditions and restrictions of the GP Compliance
Program, the Agreement and the Addendum to be executed in connection with such Assessment, including
without limitation, payment of applicable Fees, (ii) the Product satisfies all prerequisites for the corresponding
Assessment, (iii) all information provided to GP by Company regarding the above Product is accurate andcomplete and (iv) I have been duly authorized by Company to execute and submit this Assessment Request.

Company Officer Signature ÇCompany Officer Name:

Date Ç
Title:

Received by GlobalPlatform, Inc.

GlobalPlatform, Inc. Signature ÇDate Ç

Name:
Title:

14
767261.7