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<br /> GSA 5000336350
<br /> This Agreement may be modified only in writing and only if such writing is duly executed by authorized agents for both Parties.
<br /> Under no circumstances shall any preprinted additional or different terms or conditions on Client's purchase orders,invoices,sales or
<br /> marketing materials,or other business documents apply to Services provided under this Agreement.
<br /> 19.Termination.This Agreement will continue in effect until terminated by either Party,with or without cause,upon 30 days'prior
<br /> written notice to the other("the termination notice"). In the event of any breach of this Agreement,either Party may terminate this
<br /> Agreement,effective immediately upon the other party's receipt of the termination notice.Client further agrees that any additional
<br /> provisions regarding rights of termination set forth in any applicable Service Terms and Conditions or Quotations are expressly
<br /> incorporated herein by reference.Finally,Client hereby agrees that it shall pay all reasonable fees and expenses incurred by UL up to
<br /> the date of termination.If Client fails to pay such fees and expenses upon demand,Client agrees that it shall pay any and all costs
<br /> (including,but not limited to,collection agency fees,attorneys'fees,and court costs)that UL incurs in obtaining payment from Client.
<br /> 20.Notice.Notice under this Agreement must be made by hand delivery,courier service,mail,facsimile,or e-mail transmission at
<br /> Client's designated place of business.Notice delivered by facsimile or e-mail shall be effective upon confirmed receipt,and by mail or
<br /> courier upon the earlier of(i)receipt or(ii)five(5)business days after the notice is deposited in the mail.UL's designated place of
<br /> business shall be:Underwriters Laboratories inc.,c/o General Counsel,333 Pfingsten Road,Northbrook,Illinois,U.S.A.,60062.
<br /> 21.Severability.If any provision of this Agreement is held invalid,void,or unenforceable for any reason,all other provisions of this
<br /> Agreement shall be severed and remain valid to the extent permissible under law.
<br /> 22.Dispute Resolution/Binding Arbitration.Any dispute or disagreement arising out of,or relating to,UL's Services or this
<br /> Agreement,including the breach,termination,or validity thereof,shall be finally settled by binding arbitration,which shall be
<br /> administered by the International Centre for Dispute Resolution of the American Arbitration Association("AAA")pursuant to the
<br /> AAA Commercial Arbitration Rules and,specifically,the Procedures for Large,Complex Commercial Disputes,by which UL and
<br /> Client agree to be bound.Unless the Parties expressly agree in writing otherwise,the venue for arbitration shall be Chicago,Illinois,
<br /> except for:(i)Clients whose Principal Place of Business is in Europe,the venue shall be London,UK;and(ii)Clients whose Principal
<br /> Place of Business is in Asia,the venue shall be Singapore,Republic of Singapore.The arbitration proceedings shall be conducted
<br /> before a panel of three(3)arbitrators.Unless the Parties consent in writing,each arbitrator shall be an individual with substantial
<br /> commercial transactional experience of at least fifteen(15)years in a corporate legal setting.The arbitration panel shall be selected as
<br /> follows:the Parties shall request a list of ten(10)arbitrators drawn from the AAA's panel of commercial arbitrators(to be experienced
<br /> in and familiar with the AAA's Procedures for Large,Complex Commercial Disputes).From this list of ten(10)arbitrators,Client and
<br /> UL shall each choose one arbitrator After they have been notified of their selection to the panel,the two chosen arbitrators shall agree
<br /> on a third arbitrator from the list often(10),who shall be the chair of the panel,and the panel shall be final.The decision of the
<br /> majority of the arbitrators shall be the decision of the panel.The arbitrators shall not have the authority to add to,change,or disregard
<br /> any lawful term of this Agreement,to award incidental,consequential,or punitive damages(including,but not limited to,loss of use,
<br /> unjust enrichment,and/or lost profits),or to exceed the remedies provided by Paragraph 15 above,or the limitation of liability and
<br /> release and waiver described in Paragraphs 15 and 16 above.The decision of the panel shall be final and binding and judgment on the
<br /> arbitration award may be entered by a court of competent jurisdiction,as described in Paragraph 23 below.Arbitration shall be the
<br /> exclusive,final remedy for any dispute between the Parties arising out of this Agreement,provided,however,that nothing in this
<br /> provision shall prevent either Party from seeking injunctive relief for misuse or misappropriation of its Marks,confidential or
<br /> proprietary information,or for infringement of its intellectual property,in a court of law.The language of the arbitration shall be
<br /> English.Except as may be required by law,neither a Party nor an arbitrator may disclose the existence,content,or results of any
<br /> arbitration hereunder without the prior written consent of both Parties.The non-prevailing Party shall bear all costs of the arbitration
<br /> proceeding and,unless the arbitrators determine otherwise,shall bear all legal fees and costs of the prevailing Party.NOTHING IN
<br /> THIS PROVISION SHALL PREVENT UL,AT iTS OPTION,FROM ENFORCING THE TERMS OF PARAGRAPH 17 IN ANY
<br /> COURT OF COMPETENT JURISDICTION,INCLUDING ANY COURT iN WHiCH ANY THIRD-PARTY ACTION AGAINST
<br /> UL IS PENDING,WHERE SUCH ACTION iN ANY WAY RELATES TO CLIENT'S PRODUCT(S)OR TO UL'S PROVISION
<br /> OF SERVICES UNDER THIS AGREEMENT.
<br /> 23.Governing Law/Jurisdiction.This Agreement shall be governed by the laws of the State of Illinois,United States of America,
<br /> without reference to Illinois's choice of law principles.Subject to Paragraph 22,and without limiting its scope,the Parties consent to
<br /> the sole and exclusive jurisdiction in the state courts and federal courts that have jurisdiction over Cook County,Illinois,for any
<br /> claims or disputes that are determined not to be subject to resolution by arbitration,as provided in Paragraph 22 above.
<br /> 24.Insurance.UL reserves the right to require Client to produce satisfactory evidence that Client has in force satisfactory insurance
<br /> coverage for the purpose of meeting any third party liability.
<br /> 25.Survival of Terms.The provisions of Paragraphs 5(Client information);6(Ownership of Work Product);7(Confidentiality); 13
<br /> (Third Party Beneficiaries); 14(Waiver); 15(Limitation of Remedies Available to Client); 16(Release and Waiver); 17
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<br /> COPYRIGHT C 2009 UNDERWRITERS LABORATORIES INC.
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