Terms & Conditions

The Non-GMO Project Product Verification Program Terms and Conditions

This Agreement, setting forth the Non-GMO Project Product Verification Program Terms and Conditions, including the exhibits attached hereto and hereby incorporated by this reference (together, the “Agreement”), is entered into effective as of the date that Licensee signed the Principal Agreement (the “Effective Date”). The “Principal Agreement” shall mean that certain Trademark License and Program Participation Agreement, by and between The Non-GMO Project, a 501(c)(3) California nonprofit corporation (“The Project”), and Licensee (as defined in the Principal Agreement), on behalf of itself and its Qualified Affiliates (as defined below); the terms of the Principal Agreement are hereby incorporated in by this reference. The Project and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

AGREEMENT

Intending to be legally bound, and in consideration of the mutual promises set forth below, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, The Project and Licensee hereby agree as follows: 

1. Definitions. The terms set forth below and those defined throughout this Agreement when initially capitalized shall have the meanings ascribed to them.
   • “Affiliate” means any entity that controls, is controlled by, or is under common control with a Party.
   • “Prior Agreement” means one or more previous Trademark License Agreements, Trademark License and Program Participation Agreements, and/or any other agreement, including any agreement relating to the subject matter of this Agreement, whether written or oral, formal or informal, and regardless of whether any such agreement is identified on any schedule or exhibit hereto, entered into by Licensee and The Project, and/or any Qualified Affiliate and The Project, prior to the Effective Date, in connection with Licensee’s and/or any Qualified Affiliate’s right to use the Trademarks and/or participate in the Program.
   • “Program Consultant” means a third-party consultant engaged or hired by Licensee to complete, provide, prepare (or assist with the preparation of), and/or submit to a TA any Verification Materials (as defined below) in connection with a Verified Product, or any Input or Ingredient (as defined in the Standard) thereof.
   • “Program Documents” means all of the documents that convey the rules and requirements regarding participation in the Program and include, but are not limited to, the following: this Agreement; the Standard; The Project’s guidelines relating to display of the Trademarks (the “Trademark Use Guide”), a current copy of which is available at https://www.nongmoproject.org/product_resources/trademark-use-guide/; and the Product Verification Program Rules and Procedures, as may be amended from time to time by The Project in its sole discretion (the “Rules and Procedures”), a current copy of which is available at https://www.nongmoproject.org/resources/.
   • “Qualified Affiliate(s)” means those certain Affiliates of Licensee, each of whom are qualified to participate in the Program and/or use the Trademarks, in accordance with and subject to the requirements of this Agreement. A list of Qualified Affiliates, if any, shall be set forth in the Principal Agreement, and may be updated from time to time as Qualified Affiliates are added or removed in connection with this Agreement. (Licensee may request to update their Qualified Affiliates by sending an email to The Project, who shall confirm via return email whether such request has been approved; and upon Licensee’s receipt of an email confirming approval, the list of Qualified Affiliates in the Principal Agreement shall be deemed updated. For the avoidance of doubt, after the Effective Date, a Qualified Affiliate shall not be added to the Principal Agreement, and shall not have any rights under this Agreement, until The Project has confirmed its approval thereof.) Licensee shall have the right to add a Qualified Affiliate to the Principal Agreement at any time during the Agreement’s term, pursuant to the procedure set forth in this Section 1(e).
   • “Territory” means Canada, the United States, Mexico, and any other country in which the Verified Product (as defined in Section 1(h) below) is or may be sold, distributed, or otherwise made available by Licensee; provided, however, that Licensee acknowledges, understands, and agrees that (i) The Project does not maintain trademark registrations for the Trademarks in all countries in which Licensee may distribute Verified Products; and (ii) the licenses granted hereunder are subject to certain limitations and Licensee obligations, including without limitation, in connection with Licensee’s use of the Trademarks outside of the United States, Canada, and Mexico.
   • “Verification Materials” means any and all statements, information, and other materials, including as part of any affidavit or declaration provided by Licensee, a Supplier (as defined in the Standard), a Program Consultant, or any other third party for or on behalf of Licensee in connection with the verification, renewal, and/or otherwise regarding the non-GMO status of the Verified Products (and/or any Input or Ingredient).
   • “Verified Product” means any Licensee or Qualified Affiliate product, including any product manufactured by Licensee or a Qualified Affiliate for its own use, any product that Licensee or a Qualified Affiliate manufactures for or otherwise provides to a third party (including for use with such third party’s private brand or private label), and/or any product that a third party manufactures for or otherwise provides to Licensee or a Qualified Affiliate, that has been enrolled in the Program and verified to meet the Standard, and continues to meet the Standard upon each re-verification. “Third party” as used in this subsection (h) includes, without limitation, any Affiliate of Licensee or a Qualified Affiliate or any other third party.
   • “Brand Owner” means any Licensee that owns, controls, or is otherwise responsible for the commercial identity, trademarks, trade names, or branding under which a Verified Product is marketed, offered for sale, or distributed, but does not itself manufacture or process the Verified Product. A Brand Owner shall be “Licensee” throughout this Agreement, but Brand Owner (i) does not engage in manufacturing, processing, or packaging activities related to Verified Product(s); (ii) contracts with third-party manufacturers, co-packers, or processors who produce, package, or otherwise prepare Verified Product(s) on the Brand Owner’s behalf; and (iii) exercises authority over the Verified Product’s branding, labeling, marketing, and claims made to consumers.
2. Termination of Prior Agreement(s). The Parties hereby acknowledge and agree that all Prior Agreements, together with each Party’s—and, if applicable, each Qualified Affiliate’s—respective rights, interests, and obligations thereunder, are hereby terminated in their entirety as of the Effective Date. On and after the Effective Date, any and all rights, interests, and obligations of the Parties relating to the subject matter of the Prior Agreements shall be governed exclusively by this Agreement.
   
   To the extent any Prior Agreement was entered into between The Project and a Qualified Affiliate, Licensee hereby (i) represents and warrants that Licensee has full legal power and authority to execute this Agreement and to effectuate the foregoing termination on behalf of such Qualified Affiliate, and (ii) acknowledges and agrees that possessing such legal power and authority is a condition precedent to the effectiveness of the termination and to any sublicense rights granted to such Qualified Affiliate under this Agreement.
3. Trademark Use Guide and License Grants. Any display or other use of the Trademarks, including on all labels, containers, packages, products, tags, and displays, in all print or digital advertisements, literature, and television and radio appearances, and on any other materials used pursuant to the license grants described below in Sections 3(a) and 3(b), shall at all times comply with the Trademark Use Guide. If there is any conflict between the Trademark Use Guide and the terms of this Agreement, the Trademark Use Guide shall govern the display and use of the Trademarks, and the terms of this Agreement shall govern all other matters. The Parties agree that The Project may amend the Trademark Use Guide from time to time at The Project’s sole discretion, provided that The Project shall provide Licensee with written notice at least thirty (30) days prior to the effective date of any such amendments that require or impose new, material obligations on Licensee’s use of the Trademarks. Notwithstanding the foregoing, Licensee may continue to sell and distribute those Verified Products in its Inventory (as defined below) that are already packaged or labeled with the Trademarks in a manner that complies with the Trademark Use Guide in effect immediately prior to the amended Trademark Use Guide, until such Inventory is exhausted. Licensee shall not use the Trademarks on any Verified Product that, pursuant to the National Bioengineered Food Disclosure Standard (7 CFR 66) (“NBFDS”), also bears a bioengineered food disclosure in any format whatsoever. Upon The Project’s reasonable written request, Licensee shall submit to The Project, at Licensee’s expense, a true representation or example of Licensee’s proposed use of the Trademarks, including all proposed packaging, displays, advertisements, and promotional materials depicting, referring to, and/or otherwise used in relation to the Trademarks.
   • License Grant:  Verification, Bilingual Verification, French, and FSIS Marks.
     • The Verification Mark, Bilingual Verification Mark, and French Mark. Subject to the terms, limitations, conditions, and reservation of rights set forth in this Agreement (and in particular, Sections 3(c), 3(d), 3(e), and 7 insofar as Licensee’s use of the Verification Mark is outside of the United States, Canada, or Mexico and/or Licensee’s use of the Bilingual Verification Mark and/or French Mark is outside of Canada), The Project hereby grants to Licensee, and Licensee hereby accepts, a royalty-free, limited-scope, non-transferable (except for the right to sublicense to a Qualified Affiliate, as set forth herein), non-exclusive, revocable license in the Territory, during the Agreement’s term, to use the Verification Mark, Bilingual Verification Mark, and French Mark solely in the Territory and solely on and/or in connection with any Verified Product and for the purposes of the promotion, production, manufacture, distribution, shipment, and sale of, any Verified Product. Licensee shall have no right to, and shall not, use the Verification Mark, Bilingual Verification Mark, or French Mark on, or in connection with, any products that are not Verified Products or in connection with any other products or services.
     • The FSIS Mark. Subject to the terms, limitations, conditions, and reservation of rights set forth in this Agreement, The Project hereby grants to Licensee, and Licensee hereby accepts, a royalty-free, limited-scope, non-transferable (except for the right to sublicense to a Qualified Affiliate, as set forth herein), non-exclusive, revocable license in the United States, during the Agreement’s term, to use the FSIS Mark solely in the United States and solely on and/or in connection with any Verified Product whose label is subject to review by FSIS, and for the purposes of the promotion, production, manufacture, distribution, shipment, and sale of, any such Verified Product. Licensee shall have no right to, and shall not, use the FSIS Mark on, or in connection with, any products that are not Verified Products whose labels are subject to review by FSIS, or in connection with any other products or services.
   • License Grant:  The Project Name, the Logo, and LFTB. Subject to the terms, limitations, conditions, and reservation of rights set forth in this Agreement (and in particular, Sections 3(c), 3(d), 3(e), and 7 insofar as Licensee’s use of The Project Name and the Logo is outside of the United States and use of LFTB is outside of the United States or Canada), The Project hereby grants to Licensee, and Licensee hereby accepts, a limited-scope, non-transferable (except for the right to sublicense to a Qualified Affiliate, as set forth herein), non-exclusive, revocable license in the Territory, during the Agreement’s term, to use, reproduce, and display The Project Name, the Logo, and LFTB solely in marketing materials in connection with Verified Products and/or the Program.
   • Warranty of Non-Infringement. The grant of rights hereunder is made “AS-IS”, without warranty of any kind, except that The Project warrants that the Trademarks do not infringe upon the trademark rights of any third party in the United States, as to the Verification Mark, the FSIS Mark, The Project Name, The Logo, and LFTB; or in Canada, as to the Verification Mark, the Bilingual Verification Mark, the French Mark, and LFTB; or in Mexico, as to the Verification Mark.
     In addition, Licensee acknowledges and understands that The Project does not, and does not have the obligation to, maintain trademark registrations for the Trademarks in all countries in which Licensee may distribute Verified Products and, therefore, any use by Licensee or a Qualified Affiliate of (i) the Verification Mark outside of the United States, Canada, or Mexico, (ii) LFTB outside of the United States or Canada, (iii) the FSIS Mark, The Project Name, or the Logo outside of the United States, or (iv) the Bilingual Verification Mark or the French Mark outside of Canada, is at Licensee’s or such Qualified Affiliate’s own risk, including without limitation, in connection with any potential or actual claims that the Trademarks are infringing or in any other way violate the rights of a third party.
     Further, The Project makes no representations or warranties whatsoever in connection with or as to the right of Licensee or a Qualified Affiliate to use (i) the Verification Mark outside of the United States, Canada or Mexico; (ii) LFTB outside of the United States or Canada; (iii) the FSIS Mark, The Project Name, or the Logo outside the United States; or (iv) the Bilingual Verification Mark or French Mark outside of Canada.
     For the avoidance of doubt, nothing in this Agreement shall require Licensee to use the Trademarks in connection with any Verified Product.
   • Ownership; Limits on License; Reserved Rights. Licensee acknowledges and agrees that the Trademarks are the exclusive property of The Project. Licensee agrees that it will not take any action that derogates any of The Project’s rights in connection with the Trademarks, anywhere in the world. Licensee acknowledges the validity of each trademark application and/or registration, anywhere in the world, that The Project owns for the Trademarks. Licensee makes no claim and hereafter shall make no claim to the Trademarks and/or any application or registration for the Trademarks anywhere in the world. Licensee further recognizes the great value of the goodwill associated with the Trademarks and acknowledges that Licensee’s use of the Trademarks shall inure solely to The Project’s benefit and that Licensee shall not at any time or anywhere in the world acquire any rights in the Trademarks and/or their goodwill by Licensee’s use of the Trademarks or by virtue of this Agreement. Licensee agrees that it shall not, anywhere in the world, or under any circumstances, attack, challenge and/or otherwise contest: (i) the validity of the Trademarks; (ii) The Project’s ownership thereof and/or rights thereto; and/or (iii) the validity of the license granted in, or any assignment made pursuant to, this Agreement. Licensee agrees that it shall not use, authorize the use of, and/or seek to register with any governmental authority anywhere in the world, either during or after the term of this Agreement, any configuration, trademark, trade name or other designation confusingly similar to The Project’s name and/or the Trademarks. Licensee further acknowledges and agrees that nothing herein shall give to Licensee any right, title, or interest in or to the Trademarks except the right, privilege, and non-exclusive license in the Territory to use the Trademarks in accordance with the provisions of this Agreement. Nothing in this Agreement shall be construed as an assignment to Licensee of any right, title, and/or interest in and to the Trademarks, and The Project hereby reserves all rights not expressly granted to Licensee hereunder. No license is granted under this Agreement for the use of the Trademarks for any purpose other than as expressly stated herein, and The Project reserves the right to make a final determination as to whether a specific use of any Trademark is acceptable, provided that The Project will not disapprove of any use that is in compliance with the Program Documents.
   • Limited Right to Sublicense. Subject to the terms, limitations, conditions, and reservation of rights set forth in this Agreement, Licensee may sublicense the rights set forth in  Sections 3(a) and 3(b) solely to a Qualified Affiliate; provided that the following conditions are met: (i) each Qualified Affiliate sublicensee shall have signed an agreement with a TA (“Affiliate TA Agreement”), or the Qualified Affiliate sublicensee solely is selling or distributing a Verified Product verified under or otherwise covered by the Licensee’s TA Agreement or explicitly is subject to another TA Agreement, and such Affiliate TA Agreement, Licensee TA Agreement or other TA agreement shall be in full force and effect during the time of any sublicense; (ii) each Qualified Affiliate shall acknowledge and agree to comply, and Licensee shall ensure each Qualified Affiliate’s compliance, to the same extent Licensee must comply, with all terms and conditions set forth in the TA Agreement (i.e., for a Qualified Affiliate, the Affiliate TA Agreement, the TA Agreement or the other TA agreement to which it is subject) and in the Program Documents, including, without limitation in connection with product verification and renewal, use of the Trademarks, quality assurance, and agreeing that The Project may have access to and use each Qualified Affiliate’s Confidential Information (as defined below) to the same extent that The Project may have access to and use Licensee’s Confidential Information; (iii) Licensee shall ensure that each Qualified Affiliate understands and agrees that the sublicense granted hereunder is subject to termination of this Agreement or the Principal Agreement, and all of the termination provisions of the Agreement apply to each Qualified Affiliate to the same extent they apply to Licensee; (iv) each Qualified Affiliate shall have the same obligations that Licensee has to The Project, and shall be subject to the same restrictions, limitations, and conditions as Licensee is subject to under the Agreement, and all such obligations, restrictions, limitations, and conditions apply to each Qualified Affiliate to the same extent they apply to Licensee, as if the activities of each Qualified Affiliate were directly those of Licensee (whether or not the term “Qualified Affiliate” is referenced in connection with a particular obligation, restriction, limitation, or condition set forth within this Agreement); and (v) Licensee shall be fully liable for each Qualified Affiliate’s obligations under this Agreement and the Principal Agreement, including, without limitation, the indemnification obligations under Section 7 below.
   • Use of Licensee’s Own Marks. Licensee shall not use Licensee’s trademarks, service marks, trade names, or artwork (“Licensee’s IP”), anywhere in the world, in any manner that misrepresents the relationship between Licensee and The Project or Licensee’s limited rights to the Trademarks as granted hereunder. The Project shall acquire no rights to any of Licensee’s IP simply as a result of Licensee’s use of Licensee’s IP on the Verified Products; provided that The Project shall have the right to display Licensee’s logo and/or name on The Project’s websites, pursuant to Section 4(f) below.    
4. Program Participation; Quality Control; Quality Assurance. Licensee understands and agrees that an essential condition of this Agreement is to protect the goodwill and reputation of The Project and the value of the Trademarks. Licensee agrees that all Verified Products shall at all times (including upon each renewal verification) comply with all provisions of the Standard, as may be amended from time to time in The Project’s sole discretion, and that all uses of any of the Trademarks continuously shall be compliant with all provisions of the Trademark Use Guide. For quality assurance purposes, to ensure that the Verified Products continue to conform to the Standard, and to retain the right to participate in the Program and continuously have the license rights granted hereunder, Licensee shall at all times comply with (i) all provisions of this Agreement and the TA Agreement, as determined by The Project in its sole discretion, and (ii) all provisions, requirements, and procedures set forth in the Program Documents, including, but not limited to, in connection with the verification and renewal verification of the Verified Products. Accordingly, Licensee agrees to the following:
   • Verification Materials. Licensee agrees that: (i) Licensee shall provide The Project and Licensee’s TA with true, correct, and complete Verification Materials as and when required or requested pursuant to the Program Documents; (ii) all Verification Materials completed, provided or otherwise prepared or submitted to a TA, whether directly by Licensee or by a Program Consultant, shall be true, correct, and complete in all material respects; (iii) all statements made, included, or otherwise submitted and any information provided in Verification Materials must be based on knowledge or fact and not hypothesis or opinion; and (iv) the foregoing obligations and requirements are material terms of this Agreement. Licensee understands and agrees that by or upon completing, providing, preparing (in whole or in part), or submitting any Verification Materials, such Program Consultant shall be deemed to have authority to do so. (As used in this Agreement, “Supplier” means a third party that manufactures, produces, packages, or otherwise creates a Verified Product, Input, or Ingredient for Licensee or from whom Licensee sources a Verified Product, Input, or Ingredient.) 
   • Changes to the Standard and Rules and Procedures. Licensee acknowledges and agrees that (i) Licensee is responsible for keeping itself informed of the current requirements set forth in the (1) Standard by reviewing from time to time the Standard posted on The Project’s website at https://www.nongmoproject.org/the-standard/; and (2) Rules and Procedures by reviewing from time to time the Rules and Procedures posted on the Project’s website at https://www.nongmoproject.org/resources/; and (ii) The Project is under no obligation to inform Licensee of changes to the Standard or Rules and Procedures other than posting the revised version of each, as applicable, on The Project’s website. Notwithstanding the foregoing, The Project will use commercially reasonable efforts to notify Licensee via email of changes to the Standard and/or the Rules and Procedures.
   • Supplying to Third Parties. If Licensee manufactures, supplies, labels, co-packs, or otherwise provides any Verified Product to a Brand Owner or other third party for such third party’s private brand, private label, co-branding, or other use, (i) Licensee shall inform Licensee’s TA of the foregoing; and (ii) Licensee hereby agrees to the additional terms and conditions set forth in Exhibit B, attached hereto and incorporated herein by this reference; provided, however, that if Licensee fails to notify Licensee’s TA or provide Licensee’s TA with the information required in Exhibit B, Licensee’s liabilities and obligations in connection with any Verified Product, including any Verified Product provided to a third party for such third party’s private brand, private label, co-branding, or other use (or any other Licensee liabilities and obligations under this Agreement) shall not be reduced, limited, changed, or otherwise affected. 
   • Representations on Behalf of each Qualified Affiliate. Licensee represents and warrants that it has the right, ability, and authority to direct each Qualified Affiliate, if any, to act in accordance with this Agreement, including, without limitation, to ensure that (i) The Project shall have the same rights in connection with each Qualified Affiliate that The Project has in connection with Licensee, (ii) The Project shall have access to each Qualified Affiliate’s Confidential Information as described herein, and (iii) each Qualified Affiliate shall comply with  all terms and conditions set forth in this Agreement.
   • Brand Owners. The provisions set forth in Sections 4(a) through 4(d) shall not apply to Brand Owners. For purposes of this Agreement, Brand Owners do not conduct manufacturing or processing activities and instead rely on contracted co-packers or third-party manufacturers. Accordingly, Brand Owners are exempt from the operational obligations described in Sections 4(a)–(d), except to the extent any such obligations are expressly imposed on them elsewhere in this Agreement or the Program Documents.
   • The Project’s Websites; List of Verified Products. Licensee agrees that The Project shall have the right, but not the obligation, in its sole discretion, to display or not display, at any time and for any reason, Licensee’s or, as applicable, a Qualified Affiliate’s, Verified Products, logo and/or name on The Project’s websites. Notwithstanding the foregoing, The Project shall have the right to include Licensee’s or, as applicable, a Qualified Affiliate’s, Verified Products in any Verified Product lists that are created, published, or otherwise distributed by The Project (“Published Lists”). Licensee further understands and agrees that if, at any time, a Verified Product is out of compliance with any provision of the Standard, The Project may remove Licensee’s or a Qualified Affiliate’s name and logo, or the specific non-compliant Verified Product, from The Project’s website and from all Published Lists.
5. Survival of Certain Terms. The provisions set forth in Sections 3(c), 3(d), 7, 8, 9, 10, 13 and 14 and all other provisions that may reasonably be construed as surviving termination of this Agreement, shall survive the termination of this Agreement for any reason whatsoever. Notwithstanding anything to the contrary contained herein, obligations that remain executory after the termination of this Agreement shall remain in full force and effect until discharged by performance, and such rights as pertain thereto shall remain in force until their expiration.
6. Term; Termination. The term of this Agreement begins on the Effective Date and shall continue until terminated in accordance with this Section 6 (each date of termination, as described below, the “Termination Date”).
   • Termination without Cause; Withdrawal. The Project may terminate this Agreement at any time and for any reason upon one hundred and eighty (180) days written notice of termination to Licensee, with termination effective one hundred and eighty (180) days after the notice date. In addition, Licensee may (i) terminate this Agreement at any time and for any reason by giving written notice of termination to The Project, with termination effective as of the notice date or such other date provided in the termination notice; or (ii) if applicable, withdraw from the Program by giving written notice of withdrawal to Licensee’s TA (or any other TA, if applicable), pursuant to the Rules and Procedures, and the effective withdrawal date, as noted in the withdrawal notice (“Effective Withdrawal Date”), shall be deemed the Termination Date.
   • Termination for Cause.  If either Party defaults in the performance of any material provision of this Agreement, then the non-defaulting Party shall give written notice describing the events and circumstances causing such default and providing the defaulting Party no less than thirty (30) calendar days to cure such default (the “Default Cure Period”). If the defaulting Party fails to cure such default to the reasonable satisfaction of the non-defaulting Party during the Default Cure Period, then this Agreement shall automatically terminate at the end of the Default Cure Period.  In addition, if a TA must terminate Licensee from the Program, pursuant to the Rules and Procedures, then The Project or Licensee’s TA (or any other TA, if applicable) shall give written notice of termination to Licensee, and termination of this Agreement shall be effective as of the date provided in such termination notice (and there shall be no Default Cure Period).
   • Effect of Termination and Disposal of Inventory.
     • Effect of Termination. Subject to Section 6(c)(ii) below, upon the Termination Date, and if Licensee is a Brand Owner, upon the termination date of any agreement between The Project and a third-party licensee that supplies Verified Products to Licensee, all of Licensee’s rights under the licenses granted pursuant to this Agreement, including, without limitation, the right to use the Trademarks or to otherwise represent or imply that Licensee’s products are Non-GMO Project Verified, shall terminate, and Licensee shall immediately cease all uses of the Trademarks and any other representation that its products are Non-GMO Project Verified, including, without limitation, ceasing all manufacturing, advertising, distribution, display, sale, or other dealings of all Verified Products and shall immediately cease any and all uses of the Trademarks, except as may be expressly authorized by The Project in writing at The Project’s sole discretion. 
     • Disposal of Inventory. 
       • Termination without Cause. If this Agreement is terminated without cause in accordance with Section 6(a), or is terminated for cause by Licensee due to an uncured default by The Project in accordance with Section 6(b), or if Licensee (or Licensee’s Supplier) withdraws from the Program pursuant to the Rules and Procedures, and on the Termination Date or Effective Withdrawal Date, as applicable, Licensee is in possession of or owns any Verified Products using the Trademarks or which were listed, named, included or otherwise identified in any communication that used the Trademarks (all such Verified Products are individually and collectively referred to herein as the  “Inventory”), Licensee shall have the right, for a period of no greater than one hundred eighty (180) days after the Termination Date or Effective Withdrawal Date, to continue selling the Inventory. In such event, the license granted to Licensee hereunder shall be deemed to have been extended solely for such reasonable period of time as will enable Licensee to dispose of its Inventory in the ordinary course of business. No later than one hundred eighty (180) days after the Termination Date or Effective Withdrawal Date, Licensee shall respond to any inquiry, order for, or other communication made in connection with, or otherwise inform any third party that inquires about, any Verified Product, that such Verified Product is no longer Non-GMO Project Verified. Upon the earlier of (A) the disposition of the last of the Inventory, or (B) one hundred eighty (180) days after the Termination Date or Effective Withdrawal Date, Licensee shall promptly discontinue the use of the Trademarks, destroy any remaining Inventory or completely cover up and hide from view the Trademarks on such remaining Inventory, and use reasonable efforts to destroy all advertising materials, signs, labels, communications, or other materials in its possession which incorporate the use of the Trademarks.
       • Termination for Cause. If, in accordance with Section 6(b), this Agreement is terminated for cause by The Project or because the TA has terminated Licensee (or Licensee’s Supplier) from the Program pursuant to the Rules and Procedures, and on the Termination Date, Licensee is in possession of or owns any Inventory, Licensee shall have the right, for a period of no more than thirty (30) days after the Termination Date, to continue selling the Inventory. In addition, no later than thirty (30) days after the Termination Date, Licensee shall respond to any inquiry, order for, or other communication made in connection with, or otherwise inform any third party that inquires about, any Verified Product that such Verified Product is no longer Non-GMO Project Verified. Upon the earlier of (A) the disposition of the last of the Inventory, or (B) thirty (30) days after the Termination Date, Licensee shall promptly discontinue the use of the Trademarks, destroy any remaining Inventory or completely cover up and hide from view the Trademarks on such remaining Inventory, and use reasonable efforts to destroy all advertising materials, signs, labels, communications, or other materials in its possession which incorporate the use of the Trademarks.
   • Termination of License for and Withdrawal of Certain Products. The Project reserves the right to terminate Licensee’s right to use the Trademarks on and/or in connection with a particular Verified Product (each, a “Terminated Product”), as opposed to termination of this entire Agreement; and, pursuant to the Rules and Procedures, Licensee may withdraw a particular Verified Product from the Program (“Withdrawn Product”). In either of the foregoing cases, as applicable, the withdrawal or termination of a Verified Product shall be deemed effective as of the date provided in the notice of Withdrawn Product or Terminated Product, pursuant to the Rules and Procedures. Within thirty (30) days after the date of such withdrawal or termination notice for a particular Withdrawn Product or Terminated Product, Licensee (i) shall cease application of labeling and, if applicable, remove or otherwise fully cover and hide from view any of the Trademarks printed on such Withdrawn Product or Terminated Product; (ii) shall take down all posted or displayed, and cease creating, posting, or displaying, all advertising, signage, or other materials related to the Withdrawn Product or Terminated Product that bears labeling containing the Trademarks; and (iii) shall cease any and all representations that any Withdrawn Product or Terminated Product is Non-GMO Project Verified.
     
     Licensee shall dispose of each Withdrawn Product in accordance with the timeframe described in Section 6(c)(ii)(1) (i.e., within one hundred eighty (180) days after the effective date of such Verified Product’s withdrawal). In addition, Licensee shall dispose of each Terminated Product in accordance with the timeframe described in Section 6(c)(ii)(2) (i.e., within thirty (30) days after the effective date of such Verified Product’s termination).
7. Indemnification.
   • Indemnification By Licensee. Licensee shall defend, indemnify and hold The Project, its officers, directors, agents, lawyers, and employees (each, a “Project Indemnified Party”) harmless against any and all legal actions, suits, proceedings, hearings, governmental investigations, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, penalties, fines, costs, liabilities, obligations, taxes, liens, losses, expenses, and fees,  including litigation costs and reasonable attorneys’ fees and expenses (collectively, “Adverse Consequences”) a Project Indemnified Party shall suffer resulting from, arising out of or related to a third-party claim based upon: (i) any breach or alleged breach of any warranty, representation, or covenant made by Licensee or a Qualified Affiliate in this Agreement, the TA Agreement, or the Affiliate TA Agreement (or other TA agreement covering the applicable Qualified Affiliate); (ii) the business operations of Licensee, a Qualified Affiliate, or any assignee; (iii) any product liability claim related to any product of Licensee, a Qualified Affiliate, or any assignee; (iv) any use of the Trademarks by Licensee, a Qualified Affiliate, and/or any of their respective agents, employees, or assignees, and/or any other individual or entity acting on Licensee’s or a Qualified Affiliate’s behalf, not in conformance with this Agreement or any Program Document; (v) the negligence or willful misconduct of Licensee, a Qualified Affiliate, an assignee of Licensee or a Qualified Affiliate, or anyone acting on behalf of Licensee, a Qualified Affiliate, or an assignee; (vi) any false, incorrect, or incomplete statements, information, or materials submitted, provided, or otherwise included, including in any Verification Materials, in connection with the verification, renewal, and/or non-GMO status of any Input, Ingredient, or Verified Product; and/or (vii) Licensee’s, a Qualified Affiliate’s, or any assignee’s use of the Verification Mark outside of the United States, Canada, or Mexico; LFTB outside of the United States or Canada; the FSIS Mark, The Project Name, and/or the Logo outside of the United States; and/or the Bilingual Verification Mark or the French Mark outside of Canada. (For the avoidance of doubt, any Supplier, Program Consultant and/or third-party distributor, in addition to any other applicable third parties, shall be deemed to be “acting on Licensee’s or a Qualified Affiliate’s behalf” or “acting on behalf of Licensee, a Qualified Affiliate, or an assignee” as used herein.)
   • Indemnification By The Project. The Project shall defend, indemnify and hold Licensee, its shareholders, officers, directors, agents, lawyers, and employees (each, a “Licensee Indemnified Party”) harmless against any and all Adverse Consequences a Licensee Indemnified Party shall suffer resulting from, arising out of or related to a third-party claim based upon: (i) any breach or alleged breach of any warranty, representation, or covenant made by The Project in this Agreement; (ii) any claim by a third party that Licensee’s use of any of the Trademarks infringes upon the trademark rights of such third party, provided such use is in accordance with, and subject to the terms of, this Agreement; or (iii) the negligence or willful misconduct of The Project or anyone acting on behalf of The Project (provided that a TA shall never be deemed to be “anyone acting on behalf of The Project”). Notwithstanding the foregoing, The Project will not be liable for any Adverse Consequences to the extent such Adverse Consequences result from Licensee’s or a Qualified Affiliate’s violation of any material provision of this Agreement, including those relating to proper use of the Trademarks, if the Adverse Consequences would have been avoided in the absence of such violation. Further, The Project will not be liable for indemnity of any Adverse Consequences to the extent such Adverse Consequences result from Licensee’s, a Qualified Affiliate’s, or an assignee’s use of the Verification Mark outside of the United States, Canada, or Mexico; LFTB outside of the United States or Canada; the FSIS Mark, The Project Name, or the Logo outside of the United States; and/or the Bilingual Verification Mark or the French Mark outside of Canada. 
   • Conduct of Defense. If any third party notifies a Party (the “Indemnified Party“) with respect to any matter (a “Third-Party Claim“) that may give rise to a claim for indemnification against the other Party (the “Indemnifying Party“) under this Section 7, then each Party shall comply with all of the following: (i) the Indemnified Party shall promptly (and in any event within ten (10) business days after receiving notice of the Third-Party Claim) notify the Indemnifying Party thereof in writing; (ii) the Indemnifying Party shall have the right at any time to assume and thereafter conduct the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably); and further provided that unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided herein, the Indemnified Party may defend against the Third-Party Claim in any manner it reasonably may deem appropriate; and (iii) the Indemnified Party shall provide the Indemnifying Party with all available information and assistance available, as reasonably required to defend the claim.
8. Confidentiality.
   • Protection of Confidential Information. “Confidential Information” means any non-public information disclosed by one party to the other, whether oral, written, electronic, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of The Project specifically includes, without limitation, any non-public business or strategic information related to the operation of the Standard or the Program. Confidential Information of Participant includes non-public information specifically related to ingredient sources, supply chain information, verification documentation, nonpublic business practices, proprietary processes, and/or business relationships. For avoidance of doubt, Confidential Information does not include Certificate(s) of Verification, including dates associated therewith, Licensee, brand and/or manufacturer names, or any publicly available product information, including but not limited to product ingredients, package codes and/or expiration dates associated therewith. 
     
     The Parties agree that the recipient of any Confidential Information of The Project or of Licensee will not disclose such Confidential Information to any third party, other than its employees, contractors, or agents who have a legitimate need to know such information and who are bound by confidentiality obligations no less protective than those set forth herein, and will protect such Confidential Information from unauthorized use and disclosure; provided, that the foregoing obligations will not apply to any information, including Confidential Information, that (i) becomes generally publicly available through no fault of the recipient; (ii) the recipient obtains from a third party having a right to disclose such information; (iii) is independently developed or acquired by the recipient; (iv) is disclosed with the prior written consent of the disclosing Party; or (v) is required to be disclosed by applicable law. Notwithstanding the foregoing, the recipient may disclose Confidential Information if required by any judicial or governmental request, requirement, or order; provided that the recipient will take reasonable steps to give the disclosing Party sufficient prior notice in order to contest such request, requirement, or order. 
     
     Licensee hereby acknowledges and agrees that in order to (i) operate the Program, (ii) approve and continuously supervise the compliance of Verified Products with the Standard, and (iii) protect The Project’s goodwill and reputation and the value of the Trademarks, among other reasons, The Project shall have access to, and/or any TA may disclose to or otherwise share with The Project, Licensee’s or any Qualified Affiliate’s Confidential Information, which Licensee or any Qualified Affiliate may provide to a TA in connection with the Program or this Agreement, subject to the terms set forth herein. Further, Licensee agrees The Project may share Licensee’s Confidential Information with Licensee’s TA, and The Project may share any Qualified Affiliate’s Confidential Information with such Qualified Affiliate’s TA. In addition, as between The Project and any TA, this Agreement shall not be deemed Confidential Information and may be shared by The Project with any TA. Notwithstanding the foregoing, Licensee acknowledges and agrees that (a) each TA, including Licensee’s TA, a Qualified Affiliate’s TA, and any Supplier TA, is an independent third-party certifier and a TA shall never be deemed to be a representative or agent or otherwise acting on behalf of The Project; and (b) The Project shall not, for any reason or at any time, be liable for Licensee’s TA, a Qualified Affiliate’s TA, a Supplier TA, or any other TA, including without limitation, for any negligence, breach, default, action, omission, or otherwise by such TA.
   • Anonymized and Aggregated Data. Notwithstanding the above, The Project may also use Licensee’s Confidential Information that anonymously has been aggregated with other information, where Licensee’s identity is neither disclosed nor identifiable in any related summary or aggregation report.
   • Document Management and Data Storage. In connection with this Agreement and Licensee’s participation in the Program, The Project may correspond or convey documentation via e-mail and maintain “cloud storage” of Licensee’s Confidential Information. Although The Project shall use industry standard efforts to protect communications and information storage, Licensee acknowledges and agrees that there may be issues of performance, reliability, and security in the modern digital environment, and The Project shall not be responsible or liable for failures relating to any of the foregoing issues related to document management and/or storage.
   • Use of Artificial Intelligence. The Parties hereby acknowledge that The Project may use artificial intelligence tools and technologies in connection with this Agreement, provided that such use maintains confidentiality, data security, and the integrity of all verification and Program-related information.
9. No Third Party Beneficiaries. Under no circumstances will any customer of Licensee or any other person, firm or other entity be considered a third-party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement. 
10. Disclaimer of Warranties; Limitation of Liability. 
    • EXCEPT FOR THE LIMITED WARRANTY IN SECTION 3(c), THE PROJECT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE TRADEMARKS OR ANY OTHER MATTER, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES OF NON-INFRINGEMENT OUTSIDE THE UNITED STATES, CANADA AND MEXICO. 
    • EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 7(a) AND 7(b), NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS OR INVESTMENT, OR THE LIKE), IN ANY WAY ARISING OUT OF OR AS A RESULT OF THE STANDARD, THE VERIFIED PRODUCTS, ANY INPUT OR INGREDIENT, THE TRADEMARKS, THE PROGRAM DOCUMENTS, AND/OR THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT,  BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR  OTHERWISE), COST OF COVER, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE VERIFICATION PROCESS, USE, OR SALE OF, OR INABILITY TO USE OR SELL, THE VERIFIED PRODUCTS EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE; PROVIDED, HOWEVER, THAT LICENSEE SHALL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF OR AS A RESULT OF THE USE OF THE VERIFICATION MARK OUTSIDE OF THE UNITED STATES, CANADA, OR MEXICO, THE USE OF LFTB OUTSIDE OF THE UNITED STATES OR CANADA, THE USE OF THE FSIS MARK, THE PROJECT NAME, AND/OR LOGO OUTSIDE OF THE UNITED STATES, AND/OR THE USE OF THE BILINGUAL VERIFICATION MARK AND/OR FRENCH MARK OUTSIDE OF CANADA, AND SELLING, DISTRIBUTING, SHIPPING, OR OTHERWISE PROVIDING VERIFIED PRODUCTS THAT USE OR DISPLAY ANY OF THE TRADEMARKS (ON PACKAGING, LABELS, OR OTHERWISE) OUTSIDE OF THE UNITED STATES, CANADA OR MEXICO. 
11. Insurance. Licensee shall, throughout the term of this Agreement, obtain and maintain at its own cost and expense, standard product liability insurance, covering all Verified Products throughout the Territory, naming The Project as an additional insured; and under such insurance policy, The Project shall not have any responsibility or liability for any payments, costs, or expenses, including, without limitation, any premiums. Such policy shall provide protection against any and all claims, demands and causes of action arising out of or in connection with any defects, alleged or otherwise, of the Verified Products and/or any Input, Ingredient, or other material used in connection therewith or any use thereof.  The minimum amount of coverage provided by such policy shall be Two Million Dollars (USD) (US$2,000,000.00) (which may be met with a combination of primary and umbrella/excess coverage). Further, in the event of any cancellation or termination of the insurance policy, Licensee shall notify The Project, in accordance with the notice provisions of Section 14 below.
12. Compliance With Local Laws / Government Approval. Each Party warrants that it shall comply, at its own expense, and shall use commercially accepted practices to ensure the compliance of its contractors (and Licensee shall ensure the compliance of each Qualified Affiliate), with all applicable laws, ordinances, rules, regulations, and other requirements of all governmental authorities and agencies having jurisdiction relating to each Party’s respective activities under this Agreement. In addition, Licensee shall be fully responsible and liable for complying, and ensuring that each Qualified Affiliate complies, with any applicable laws, rules, regulations, and other requirements within the Territory in connection with labeling Verified Products, using a certification mark or trademark, and the manufacture, sale, distribution, promotion, and advertising of the Verified Products, including, without limitation, any issues, approvals, compulsory disclosures, or other requirements in connection with NBFDS and/or the Canadian Food Inspection Agency (“CFIA”). Further, Licensee hereby represents and warrants that, pursuant to NBFDS, neither Licensee nor any Qualified Affiliate is required to include a bioengineered food disclosure on or in connection with any Verified Product. Furthermore, The Project shall not be responsible or liable for obtaining approval from or addressing any issues in connection with any government, regulatory, or other food inspection agency within the Territory, including, without limitation, the CFIA or NBFDS regarding any Verified Product or any part of this Agreement. To the extent applicable to Licensee and its subcontractors, without limiting the generality of the foregoing, Licensee warrants that it shall strictly comply with the United States’ Fair Labor Standards Act, and all other labor laws and regulations within the Territory (including, without limitation, all United States federal and state labor laws and regulations and Canadian labor laws and regulations), and shall take all necessary steps to ensure compliance with such laws and regulations by each Qualified Affiliate and all third-party contractors that are retained by Licensee or a Qualified Affiliate to manufacture the Verified Products. Licensee shall use commercially accepted practices to ensure that all Verified Products shall be of good and merchantable quality, free from all material defects, and free from any materials or substances that may be harmful or dangerous to human beings.
13. Assignment; Binding Effect. Any assignment of this Agreement by either Party without the other Party’s prior written consent, which will not be unreasonably withheld, will be void; provided, however, that subject to the terms and conditions of this Agreement, either Party may assign this Agreement, in whole or in part (by assigning any right or delegating any duty under this Agreement) to any third party (i) by operation of law, (ii) by merger, or (iii) in connection with the sale of the assigning Party’s business or substantially all of the assets thereof; provided that, if Licensee is the assigning Party, not less than thirty (30) business days after the effective date of any such assignment, Licensee shall give The Project written notice thereof. If The Project reasonably deems any assignee to be unqualified to participate in the Program, as determined by The Project in its sole discretion, The Project may terminate this Agreement by so notifying Licensee in writing within thirty (30) days after The Project’s receipt of Licensee’s assignment notice; in which case the termination provisions  pursuant to Section 6(a) shall apply. Further, (a) approval of one assignment shall not be deemed an approval of any other assignment; (b) each approved assignment will inure to the non-assigning Party’s benefit, but not release the assigning Party from liability for performance of its obligations hereunder, absent non-assigning Party’s express written agreement; and (c) this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. A change in a Party’s name, legal form, or internal corporate restructuring that does not involve a transfer of rights or obligations to a third party shall not be deemed an assignment under this Agreement. Notwithstanding the foregoing, The Project may require Licensee or its successor to execute a new agreement on the then-current terms.
14. Miscellaneous. No waiver of any provision of this Agreement will be effective unless in writing and signed by an authorized officer of the Party against which such waiver will be sought. No failure to exercise, delay in exercising, or single or partial exercise of any right, power or remedy by The Project will constitute a waiver of, or will preclude any other or further exercise of, the same or any other right, power or remedy by The Project. Either Party’s waiver, or failure to insist upon the other Party’s strict performance, at a particular time, of any provision of this Agreement will not be construed as a waiver or relinquishment of (or otherwise prevent) its right to later enforce claims arising out of such provision(s). This Agreement will be governed by and construed in accordance with the substantive laws of the State of California (without giving effect to principles of conflicts of laws). The Parties agree that venue for any and all disputes hereunder, or action on any obligation hereunder, will be exclusively brought in an appropriate state court in San Francisco County, California or in the United States District Court for the Northern District of California in San Francisco, California, and the Parties irrevocably consent to the jurisdiction of such courts for any dispute hereunder or action on any obligation hereunder. Any notice or other communication required by this Agreement, regardless of whether the applicable subsection of this Agreement contemplates email delivery of such notice or communication, may be given solely by email. Notices shall be sent to the Parties’ respective email addresses set forth in the signature block, or to such other email address as a Party may provide by email to the other Party from time to time. All notices will be deemed to have been received on the date the email is sent. The existence of any claim against Licensee or The Project will not constitute a defense or bar to the enforcement of this Agreement. If any provision of this Agreement is found to be illegal or unenforceable, the remaining provisions of this Agreement will remain in full force without regard to the illegal or unenforceable provision. Except as otherwise provided hereunder, this Agreement may not be amended except in writing signed by both Parties. For the avoidance of doubt, all references to “days” in this Agreement shall mean calendar days, unless otherwise stated.
15. Force Majeure. In the event that a Party (or a Qualified Affiliate) is compelled to cease performing any of its obligations hereunder, due to any causes or conditions that are beyond  such Party’s (or Qualified Affiliate’s) reasonable control, including without limitation, (a) any laws, rules, or regulations passed or instituted after the Effective Date, (b) the interpretation of any laws, rules, or regulations, or an order or demand made, by any local, state, provincial, or federal agency or other governmental unit after the Effective Date, or (c) any legal or administrative proceedings of any government or governmental agency, court or administrative agency, then the Party (or Qualified Affiliate) so affected, while so affected, will be relieved to the extent prevented from performing its obligations under this Agreement, but will take all reasonable measures to remove the disability and to resume full performance hereunder at the earliest possible date. Notwithstanding the foregoing and for the avoidance of doubt, if any laws, rules, or regulations, or any interpretation of any law, rule, or regulation, or an order made by any local, state, provincial, or federal agency or other governmental unit (each, a “Legal Directive”), requires The Project to cause, or directly requires, Licensee (or a Qualified Affiliate) to stop using any of the Trademarks in connection with a particular Verified Product or otherwise, Licensee hereby agrees that Licensee (or the Qualified Affiliate) promptly shall comply with such Legal Directive and The Project shall have no liability, for damages or otherwise, to Licensee or any Qualified Affiliate therefor.
16. Entire Agreement; Counterparts; Authorized Signatory. This Agreement sets forth the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written proposals, negotiations, understandings or agreements between the Parties (or if applicable, between a Qualified Affiliate and The Project), including without limitation, any Prior Agreements. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that signatures made or transmitted by any electronic and/or digital means shall bind the Parties in the same manner as ink-signed originals. Each Party hereby represents and warrants that its respective signatory, and by signing the Principal Agreement each signatory represents and warrants that they have been duly authorized to sign and has the necessary rights and power to sign on behalf of and bind each Party to, this Agreement.

Exhibit A: Trademarks

(i) the “Verification Mark”
(PTO, U.S. Registration No. 3811882;
CIPO, Registration No. TMA1,075,793;
Mexico National Registration Nos. 2279057, 2324997, 2324998, 2467550, 2467551, 2467552)

(ii) the “Bilingual Verification Mark”
(CIPO, Registration No. TMA863,782)

(iii) the “French Mark”
(CIPO, Registration No. TMA1,075,790)

(iv) the “FSIS Mark”
(PTO, U.S. Registration No. 5067328)

(v) the “Logo”
(PTO, U.S. Registration No. 3720769)

(vi) the Non-GMO Project name (“The Project Name”); i.e., “The Non-GMO Project”
(PTO, U.S. Registration No. 4840189)

(vii) the text-only mark “Look for the Butterfly” (“LFTB”)
(PTO, U.S. Registration No. 5281894; CIPO, Registration No. TMA1,050,497)

EXHIBIT B: SUPPLYING TO THIRD PARTIES: ADDITIONAL TERMS AND CONDITIONS

For the avoidance of doubt, this Exhibit B shall be deemed part of (and incorporated into) the Agreement to which it is attached, and all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. Licensee and/or one or more Qualified Affiliates intend to manufacture, sell, distribute, supply, and/or otherwise provide to Brand Owners Verified Products for use in connection with each Brand Owner’s private brand(s) or private label(s), or for co-branding or other use (each a “Brand Owner Verified Product”) and, in connection therewith, Licensee agrees to each of the following terms and conditions:

1. Acknowledgment of Liability; Brand Owner Information.  
   • Liability for Brand Owner Verified Products. Licensee hereby acknowledges and agrees that all of the terms and conditions of the Agreement, including, without limitation, all of Licensee’s and each Qualified Affiliate’s rights, liabilities, and obligations in connection with any Verified Product, including, but not limited to, Licensee’s and each Qualified Affiliate’s obligations to comply with the Trademark Use Guidelines, the Standard, the TA Agreement (or an Affiliate TA Agreement or other TA agreement), the Program Documents, and the quality control procedures, and Licensee’s indemnification obligations, as set forth in the Agreement, shall apply with equal force and effect to any Brand Owner Verified Product and Licensee’s or a Qualified Affiliate’s manufacture, sale, supply, or distribution thereof.  Accordingly, for the avoidance of doubt, throughout the Agreement (and this Exhibit B), the defined term “Verified Product” shall include each Brand Owner Verified Product, and this Exhibit B shall constitute a material provision of the Agreement.  Further, Licensee understands that no third party, including any Brand Owner, may use any Trademark in connection with the third party’s private brand, except solely on a Verified Product (as applied by Licensee or a Qualified Affiliate), until such third party enters into a license agreement with The Project. 
   • Brand Owner Information.  Throughout the term of the Agreement, Licensee shall provide Licensee’s TA with certain information relating to each Brand Owner for whom Licensee manufactures, sells, distributes, supplies, and/or otherwise provides Verified Products, including the following:  (i) the name of and contact information (including phone number and email address) for, and a list of brands owned by, each Brand Owner; and (ii) the name of Licensee or applicable Qualified Affiliate supplying Verified Products to such Brand Owner.  Licensee understands and agrees that neither Licensee nor any Qualified Affiliate may provide Verified Products to any new third-party brand owner for use with its private brand label until Licensee has provided the foregoing Brand Owner information to Licensee’s TA (or, if applicable, the Qualified Affiliate’s TA).
2. Termination of License for Certain Brand Owner Verified Products.  Upon termination of Licensee’s or a Qualified Affiliate’s, as applicable, or Brand Owner’s right to use the Trademarks with respect to any particular Brand Owner Verified Product (as opposed to termination of the entire Agreement), as soon as practical and in all cases within thirty (30) days of The Project’s notification in writing of the termination of Licensee’s or a Qualified Affiliate’s right to use the Trademarks on a particular Brand Owner Verified Product, Licensee and each applicable Qualified Affiliate (i) shall cease application of labeling and/or, if applicable, remove or otherwise fully cover and hide from view any of the Trademarks printed on such Brand Owner Verified Product, and (ii) shall, if applicable, cease all new advertising related to such Brand Owner Verified Product that bears labeling containing the Trademarks.  In addition, Licensee promptly shall notify (or shall ensure that the Qualified Affiliate promptly notifies) the Brand Owner in the event any Brand Owner Verified Product becomes deemed a Withdrawn Product or a Terminated Product, or is otherwise not renewed within One Hundred Eighty (180) days after such Verified Product’s Renewal Due Date, or if the Agreement is terminated.