Product License & Certification Application...Branding Service Product License & Certification Application Form ... General purpose wipes For food service Household surface cleaning

Branding Service Product License & Certification

Application Form

Document Name: VEOCEL™ Product License Application Form_EN Rev. No: 01 LCM Nr.: Page: 1 of 20

Product License & Certification Application Form


Application Form


The main purpose of the Lenzing Branding Service is to provide you with a means of promoting your high quality goods made of LENZING™ fibers in the nonwovens value chain.

Evidence of the use of LENZING™ fibers is established through the Lenzing Certification process. Lenzing Brands may only be used on products based on Lenzing certified materials.

The issuing of a Product License for a specific Lenzing Brand is a voluntary service by Lenzing that is generally open to all market players.

Get your Product License in 4 steps

1 Fill out and submit the Product License & Certification Application Form (I), by also

accepting the Lenzing Certification Standards (II) and the Lenzing Certification and License Terms (III), together with the required product samples to Lenzing, as set forth in detail in the Product Sampling Requirements to the specified regional address:

• For Europe, Americas, Turkey, Middle East and Africa:

Lenzing Aktiengesellschaft Werkstraße 2, 4860 Lenzing, Austria Contact person: Claudia Ebner [email protected]

• For Asia and Rest of the World:

Lenzing Fibers (Hong Kong) Ltd. Units 804-806, 8th Floor, Lu Plaza, 2 Wing Yip Street, Kwun Tong, Kowloon, Hong Kong, China Contact person: Karen Wong [email protected]

2 If additional data or any other update is needed, you will receive an email with details. In this case please update and re-submit your application to the Lenzing Branding Service to one of the above mentioned addresses.

3 Lenzing will carry out internally agreed test methods and verify that the product sample composition meets the requirements of the Lenzing Certification Standards.

4 A license confirmation letter will be sent to the email address specified in the application form within 14 working days following the certification confirmation and you will receive the Lenzing branding material to start promoting your product with the Lenzing Brand.

Please fill in all information in ENGLISH only!

mailto:[email protected]

mailto:[email protected]


Application Form


I. Application Form:

(1) Company Data (the “Partner”):

Contact Person:

Company Name: Company Identification Type: Company ID: Website: Company E-Mail Address: Phone: Fax: Company’s Business Nature Company Address:

State / Province: ZIP / Postal Code: City: Country / Region:

Name: E-Mail: Position in the Company: Phone:


Application Form


(2) Contractual Product

Contractual Product is the product for which the Applicant intends to use VEOCEL™ as an ingredient brand following the license provided by Lenzing. Please select one of the following Contractual Products (single selection for one subcategory!):

Roll Good:

Carded Spunlaced Wetlaid Spunlaced Carded Needlepunched Airlaid Spunlaced

Other

General Wipes:

Personal Care Wipes Industrial Wipes Home Care Wipes General purpose wipes For food service Household

surface cleaning Facial cleansing wipes Medical wipes Cleaning and disinfectant

wipes Intimate wipes Dry wipes Dust wipes Deodorant wipes Color Catcher Baby wipes Cosmetic wipes

Other

MTTs & Wetlaid Spunlaced Wipes:

Coarse tissue Moist Toilet Tissues (MTTs)

Toilet tissue made of paper

Other

Sheet Masks:

Cosmetic Masks Masks for certain body parts Packs

Cosmetic (facial) masks Foot masks for skin care Mask pack for cosmetic purpose

Beauty masks Facial (beauty) masks Facial packs Respiratory masks Hand masks for skin care Pores tightening mask

packs used as cosmetics Sleep masks Body masks Cosmetic facial masks Eye masks

Other


Application Form


Your Product Brand

Your Product Name

If applicable, please provide the detailed packaging design to the respective address mentioned in the beginning.

(3) Product Composition

LENZING™ fibers as approved for nonwoven applications:□ LENZING™ Lyocell %□ LENZING™ Lyocell Fine Shortcut %□ LENZING™ Lyocell Shortcut %□ LENZING™ Lyocell RB %□ LENZING™ Lyocell Micro %□ LENZING™ Lyocell Skin %□ LENZING™ Lyocell Fine Skin %□ LENZING™ Viscose Eco %□ LENZING™ Viscose Color %□ LENZING™ Viscose Black %

Blending Partner: □ LENZING™ Viscose %□ Wood Pulp %□ Cotton %□ Other non-synthetic /non-plastic components:

%

Sum: 100 %

(4) Product Specification:

* Product name of roll good, article number or Application ID from already certified and licensed product by Lenzing.

Roll good reference(contractual product reference*): Weight of roll good (g/m²):


Application Form


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(5) Roll Good Manufacturer Details:

Please use to list any additional Roll Good Manufacturers (5) and/or Product Specification (4) the extended form in the end of the Product License & Certification Application form (chapter VI).

(6) Brand Use Please specify what you want to use the Lenzing Brand for (multi-select-option):

□ Online Product Advertising □ Product Packaging □ Product Advertising / Marketing

(7) Brand / Branded Offer

In regards to the Lenzing certified products or material of your product the following Lenzing Brands including the respective Branded Offers shall be licensed to promote your product:

Chinese

Simplified Chinese

Traditional Japanese South

Korean

□✔ VEOCEL™

维绎丝™

維繹絲™

ヴェオセル™

비오셀™

VEOCEL™ Beauty

维绎丝™ 美容护肤

維繹絲™ 美容護膚

ヴェオセル™ ビューティ

비오셀™

뷰티

VEOCEL™ Intimate

维绎丝™ 私密护理

維繹絲™ 親膚護理

ヴェオセル™ インティメイ

ト

비오셀™

인티밋

VEOCEL™ Body

维绎丝™ 美体护理

維繹絲™ 身體護理

ヴェオセル™ ボディ

비오셀™ 바디

VEOCEL™ Surface

维绎丝™ 表面擦拭

維繹絲™ 表面擦拭

ヴェオセル™ サーフェス

비오셀™ 서페이스

Any applicable product technology may be specified by Lenzing in detail in the Licensing Confirmation Letter.

Company Name: Company Address:

State / Province: ZIP / Postal Code: City: Country / Region:


Application Form


(8) Country / Quantity

1. For Brand/Retailer Please list the countries, where you intend to use the Brand/Branded Offer based on a license provided by Lenzing and please specify the number of Contractual Products per Country:

Country Number of packages* Number of wipes per package

* defined as final package that is directly wrapped around the product


Application Form


2. For Roll Good Manufacturer Please list the countries, where you intend to use the Brand/Branded Offer based on a license provided by Lenzing and please specify the number of Contractual Products per Country:

Country Estimated Sales quantities (g/m2)


Application Form


II. Signature / Acceptance

With my signature I hereby confirm that I have the legal capacity and signatory authority to validly represent and legally bind PARTNER, that the information in the Product License & Certification Application is true, complete and accurate, that the Lenzing Certification Standards, the Lenzing Certification and License Terms and the Lenzing Branding Guidelines were provided to me prior to the signing of this Product License & Certification Application and I accept with binding effect the Lenzing Certification Standards, the Lenzing Certification and License Terms and the Lenzing Branding Guidelines, which will form an integral part of any Product License, provided by Lenzing Aktiengesellschaft by means of a License Confirmation Letter.

Place: Date:

Authorized Signature

Print Name

Function: Company Seal:


Application Form


III. Lenzing Certification Standards 1. Product and Sampling Requirements for Brands/Retailers

To qualify for certification the product must fulfil the requirements listed below.

Wipes: 1. Product must not contain fibers of regenerated cellulose made by fiber

producers other than Lenzing.

2. Next to Lenzing fibers only other cellulosics, such as cotton fibers or wood pulp, are allowed as blending partners.

3. For co-branding the products must contain a minimum of 30% LENZING™ fibers approved for nonwoven applications.

4. For the final application in Absorbent Hygiene Products third party proof for biodegradability of product must be provided.

Sheet Masks: 1. Product must contain LENZING™ Lyocell Skin / LENZING™ Lyocell Fine Skin fibers.

2. There are no other fibers allowed as blending partners. Other botanic, biodegradable substances (e.g. tea leaves) can be blended in in a minority share.

Moist Toilet Tissues / other wetlaid wipes:

5. Product must not contain fibers of regenerated cellulose made by fiber producers other than Lenzing.

6. As blending partner only wood pulp is allowed.

7. Products must contain a minimum of 15% LENZING™ Lyocell Shortcut / LENZING™ Lyocell Fine Shortcut fibers.

3. Products designed for the application in Moist Toilet Tissues or toilet cleaning wipes must provide proof to be flushable according to EDANA GD4 guideline or similar.

Documentation Information about the supply chain including fabric and final product production and fiber details will be requested during application.

For Moist Toilet Tissues applicant must provide the information to substantiate the claim that the product conforms to the product requirements stated above (EDANA GD4 certification or similar (third party test report)).

For Absorbent Hygiene Products applicant must provide the information to substantiate the claim by third party proof that the product is biodegradable.

Sampling : Supply of final nonwoven:

- 2m2 of roll-good

and

Reference of final product:

- 2 original packages of final product containing a minimum of 20 products

(alternative for Facial Sheet Masks: 20 single pack sachets)


Application Form


2. Product and Sampling Requirements for Roll Good Manufacturers

To qualify for certification, the product must fulfil the requirements listed below.

Roll Goods produced with carded spunlaced, carded needlepunched and others:


2. Next to Lenzing fibers only other cellulosics, such as cotton fibers or wood pulp, are allowed as blending partners.

3. For co-branding the products must contain a minimum of 30% LENZING™ fibers approved for nonwoven applications.

Exception for LENZING™ Lyocell Skin / LENZING™ Lyocell Fine Skin fibers – there are no other fibers allowed as blending partners. Other botanic, biodegradable substances (e.g. tea leaves) can be blended in in a minority share.

Roll Goods produced with wetlaid spunlaced:


2. As blending partner only wood pulp is allowed.

3. Products must contain a minimum of 15% LENZING™ Lyocell Shortcut / LENZING™ Lyocell Fine Shortcut fibers.

Documentation Information about the roll good production and fiber details will be requested during application.

Sampling : Supply of final nonwoven:

- 2m2 of roll-good


Application Form


IV. Lenzing Certification and License Terms 1. Preamble

1.2. Lenzing Aktiengesellschaft and/or its affiliates (hereinafter also referred to as “Lenzing”) are renowned producers of wood-based cellulose fibers, filaments and other products (“hereinafter also referred to as “Lenzing Products”). Lenzing is inter alia the owner of various trademarks, including the VEOCEL™ word trademark as well as the figurative mark, protected in more than 100 countries around the globe (hereinafter also referred to as “Lenzing Trademarks”).

1.3. The PARTNER (as determined in Section (1) of the

Application Form (I); hereinafter referred to as “PARTNER”)) is interested in obtaining a license for the use of the Lenzing trademarks and device mark as co- brands for products containing Lenzing Products on the product itself / on such products’ packaging and for certain product related marketing activities (hereinafter referred to as “Product License”) together with marketing material and marketing claims.

1.4. Thus, Lenzing offers to the PARTNER the Product License

& Certification Application (hereinafter referred to as “Branding Service”) where the PARTNER can apply for Product Licenses. Lenzing however shall be under no obligation to grant any licenses nor to accept any application for a Product License. Any licenses granted to a PARTNER shall be subject to these Lenzing Certification and License Terms. Lenzing and the Partner are hereinafter together referred as “Parties”, each a “Party”.

1.5. Precondition for a Product License is that the Product

Sample submitted by the Partner is meeting the Lenzing Certification Standard and the Contractual Product (as determined by the PARTNER in Section (2) of the Application Form – hereinafter the “Contractual Product”) does not deviate from the certified sample as defined below.

2. Specific Provisions for Product Licenses

2.1 PARTNER may apply for a Product License by completing the Product License & Certification Application Form (I) and by unconditionally accepting the Lenzing Certification Standards (III), the Lenzing Certification and License Terms and Conditions (IV) as well as the Lenzing Branding Guidelines (V) (hereinafter referred to as “Product License Application”). The Product License Application shall in particular indicate (1) the Company Details, (2) the Contractual Product, (3) the Product Composition, (4) the Product Specification, (5) the Roll Good Manufacturer Details, (6) the Brand Use, (7) the Brand together referred to as “Brand”) and the applicable Branded Offer (hereinafter referred to as “Branded Offer”) and (8) the determined quantity of contractual products and for which country / countries the license is requested.

2.2 The availability and applicability of Branded Offers shall be set out in detail in the Lenzing Confirmation Letter as well as the branding guidelines attached hereto as Schedule (V) and as updated by Lenzing from time to time (“hereinafter referred to as “Lenzing Branding Guidelines”), which constitute, together with the Lenzing Certification Standards an integral part of these Lenzing Product Certification and License Terms.

2.3 Subject to the provisions of the Lenzing Certification and

License Terms, Partner might apply for a license to use the Brand or Branded Offer in connection with specific products offered by the PARTNER by means of individual product packaging designs and other product related online and offline marketing or promotional activities such as catalogues, tags and other point-of-sale materials, website and advertising online and offline; billboards; product advertisement (hereinafter referred to “Partner’s Product Marketing”).

The Product License Application shall be sent together with Product Samples meeting the Product and Sampling Requirements set forth in the Lenzing Certification Standards to the specified regional Lenzing address, set forth at the beginning of the Product License Application for examination.

On the basis of every Product License Application, following the completion of the Product Certification Process as set forth in Clause 3.8, Lenzing may issue to PARTNER the specific Product License by sending a confirmation letter to the Partner (hereinafter referred to as “License Confirmation Letter”).

By virtue of the Product License, Lenzing grants to PARTNER a non-exclusive, non-transferable, non- sublicenseable and royalty free license to use the Brand together with the Branded Offer, as defined in and set out in detail in the License Confirmation Letter and the then applicable Lenzing Branding Guidelines (i) within the defined countries and (ii) in order to label the determined quantity of the Contractual Products as a co-branding together with PARTNER’S own product brand/name set forth in the Certification and License Application Form hereinafter also referred to as the “Agreement”. Such Product License contains the right to use the Brand and Branded Offer on the Contractual Products and Partner Product Marketing related to the Contractual Product.

Any Brand or Branded Offers mentioned in the Lenzing Branding Guidelines but not included in the License Confirmation Letter must not be used by PARTNER and only such claims mentioned in the Lenzing Branding Guidelines as related to the Brand and/or Branded Offers as specified in the License Confirmation Letter may be used by PARTNER together with the Contractual Product by means of PARTNER Product Marketing, hence any other claims mentioned in the Lenzing Branding Guidelines but not linked to the Brand and/or Branded

Branding Service Product License &

Certification Application


Offers as specified in the License Confirmation Letter must not be used by PARTNER.

2.4 PARTNER shall use the Brand and the Branded Offer and

the Lenzing Marketing Material according to and within the scope of the respective Product License or the Marketing License only in conformity with this Agreement and as defined in the respective License Confirmation Letter and the Lenzing Branding Guidelines. Any other use is prohibited. Whenever used within the scope of the Product License or Partner Product Marketing, Partner shall only use the Brand (i) in the style, format, logo style and color set forth in the Lenzing Branding Guidelines and that complies with the registration of the Brand in the respective trademark register, (ii) as approved by Lenzing and as depicted in the License Confirmation Letter and (iii) as set forth by Lenzing on a case by case basis. Further, PARTNER shall observe any reasonable directions given by Lenzing.

2.5 The precise way to use the Brand and the Branded Offer

is set out in the Lenzing Branding Guidelines. In case the License comprises several trademarks of Lenzing, Partner shall only be entitled to use a combination of such trademarks as depicted herein or in the License Confirmation Letter both in accordance with the Lenzing Branding Guidelines. Any use of the Brand, the Branded Offer and the Lenzing Marketing Material – whether used on the Contractual Products itself, for Partner Product Marketing related to Contractual Products shall require the prior written approval by Lenzing (e-mail being sufficient). However, once the Contractual Product packaging has been approved by Lenzing, any reference to the Contractual Product by means of pictures, graphics etc. in marketing materials will not require any further approval by Lenzing.

2.6 (Lenzing Branding Guidelines Change Notification)

Notwithstanding Clause 2.1 Lenzing will notify Partner of any material amendments to the Lenzing Branding Guidelines during the term of this Agreement. Electronic mail is sufficient for such notice (the “Change Notification”). The Change Notification does not have any effect on existing Contractual Products on the basis of this Agreement, but shall apply for new Contractual Products on the basis of this Agreement as of the date of the Change Notification.

2.7 Contractual Products within the scope of a Product

License shall be solely products that fulfill the Lenzing Certification Standards (hereinafter referred to as “Product License Requirements”).

2.8 Lenzing is the sole owner of the Brand, the Branded Offer

and the Lenzing Marketing Material and goodwill associated therewith. PARTNER hereby acknowledges that Lenzing has valuable rights in and to the Brand, the Branded Offer and the Lenzing Marketing Material. Nothing in this Agreement shall be construed as granting to PARTNER any ownership rights in or to the Brand, the Branded Offer and the Lenzing Marketing Material. Except as explicitly set forth in this Agreement, nothing in this Agreement shall be construed as assigning, transferring or

granting any right, title or interest in the Brand, the Branded Offer or any Lenzing sign / symbol (whether registered or not). Partner shall not obtain any right, title or interest in the Brand or the Branded Offer other than as expressly set out herein. Any use of the Brand, the Branded Offer and the Lenzing Marketing Material, even if beyond the scope of this Agreement, and all goodwill shall inure to the sole benefit of Lenzing. In case Partner acquires any rights whatsoever with respect to the Brand, the Branded Offer and the Lenzing Marketing Material triggered by its use, Partner shall assign any such rights to Lenzing without being entitled to any remuneration whatsoever.

2.9 PARTNER shall not use the Brands / Branded Offer as any

sort of seal of quality or seal of approval or create any impression that the Brands / Branded Offer would constitute any sort of seal of quality or seal of approval and Partner shall by no means create the impression that Lenzing would be the producer of the Contractual Products labelled with the Brands / Branded Offer or the Contractual Products being used in relation to the Brands / Branded Offer. The Brand shall not be used in substitution for the name of Lenzing or any Affiliated Company of Lenzing, nor may it be used in any matter which implies that PARTNER is an Affiliated Company of Lenzing or which otherwise misrepresents the nature of Partner’s business relationship with Lenzing or any Affiliated Company of Lenzing. Further, PARTNER may not use the Brand or the Branded Offer separately or in spatial connection with one of the trademarks of Lenzing or any third party so as to raise the impression that there is a connection between Lenzing and the Contractual Products (other than the License) or Lenzing and PARTNER or any third party other than that the Contractual Products are manufactured using Lenzing fibers. The Brand and Branded Offer shall only be used in conjunction with PARTNER’s primary trade name, logo or trademark and must be smaller in size and less prominent than PARTNER’s trade name, logo or trademark and any use must be in a manner which makes clear PARTNER’s business relationship with Lenzing.

2.10 The Contractual Products, Contractual Product’s

packaging and PARTNER Marketing Material and material used for PARTNER Product Marketing shall include all appropriate legal notices as required by this Agreement, the License Confirmation Letter or the Lenzing Branding Guidelines or as reasonably directed by Lenzing prior to production. For written forms of use of the Brand, in particular by means of presentation or packaging of the Contractual Products and in PARTNER Marketing Material, unless otherwise determined by Lenzing, PARTNER undertakes and warrants to attach a trademark notice both in English and in Chinese or in PARTNER’s reasonable discretion in a competent translation into another local language stating the following: “[Brand]™ is a trademark of Lenzing AG” (the “Trademark Notice”). Lenzing may direct PARTNER to use alternative notices (such as, for example, use of the ™ symbol where appropriate). Further, for written forms of use of the Branded Offer and the Lenzing Marketing Material unless otherwise determined by Lenzing, PARTNER undertakes and warrants to attach a copyright notice in English or in PARTNER’s reasonable discretion, in a competent




translation into the local language stating the following: “© Copyright Lenzing AG”. The respective notices may also be attached in fine print that is still readable, however, not on the underside of the means of presentation or packaging and not twisted in relation to the principal trademark and/or Brand.

2.11 During the term of this Agreement, but at least as long as

a Product License is valid, Lenzing and its Affiliates shall be entitled to use the name of PARTNER (including PARTNER’s trademarks, brands, trade names and logos) and the Contractual Products labelled with the Brand and Branded Offer (including pictures thereof) royalty-free as a reference in Lenzing’s marketing materials and advertising online and offline, including but not limited to Lenzing’s internet appearance and Lenzing’s participation in fairs and exhibitions.

2.12 In those jurisdictions where Lenzing, in its discretion,

decides that it is desirable or otherwise required to record the existence of the respective License granted to PARTNER, or to enter PARTNER as a licensee or registered user of the Brand, PARTNER agrees to cooperate with Lenzing and execute any documentation prepared on behalf of Lenzing and presented to PARTNER for such purposes; the recordation procedures will be at the expense of Lenzing. At the termination of any License that was so recorded, PARTNER agrees to cooperate with Lenzing in canceling any such existing recordation.

2.13 (Copyrights, Claims) As far as Lenzing makes available

to PARTNER – by whatever means and from whatever source – any copyright protected material of whatever nature, such as but not limited to texts, pictures, drawings, visuals or photographs, claims - included but not limited to all material provided within the Branded Offer - (hereinafter referred to as “Lenzing Marketing Material”), the same principles as set out in this Agreement shall apply mutatis mutandis and Lenzing grants PARTNER a non-exclusive, limited, revocable, non-transferable, non-sublicenseable and royalty free license to reproduce, import, distribute, publicly display and perform such Lenzing Marketing Material solely for purposes of promoting, marketing, and advertising the Brand and Branded Offer pursuant to this Agreement, the respective License and the Lenzing Branding Guidelines. However, only such Lenzing Marketing Material as linked to the Brand and/or Branded Offers as defined herein or in the License Confirmation Letter may be used by PARTNER; any other Lenzing Marketing Material mentioned in the Lenzing Branding Guidelines but not included in the respective License must not be used by PARTNER.

Lenzing Marketing Material shall never be amended by PARTNER. PARTNER shall, in exercising its rights under this Agreement, comply with all applicable laws, regulations and codes of practice and PARTNER shall promptly provide Lenzing with copies of all communications, relating to the Lenzing Marketing Material and the Brand, with any regulatory, industry or other authority.

In case PARTNER uses any marketing claims (such as provided within the Lenzing Branding Guidelines) in connection with Contractual Products or the PARTNER Marketing Material, PARTNER shall only use claims as approved in writing by Lenzing or as stated in the Lenzing Branding Guidelines (hereinafter referred to as “Claims”).

PARTNER shall be solely responsible for determining the applicability and permissibility of any marketing claim used. In particular, but not limited to, PARTNER shall undertake all necessary efforts to ensure that marketing claims used by PARTNER in accordance with this Agreement comply with the local jurisdiction and do not infringe any local laws or third parties’ right. Lenzing assumes no liability whatsoever in this context. In applying marketing claims, PARTNER shall (i) use only such claims, which are permissible under local laws, regulations and official standards; (ii) use only such claims applicable to the Contractual Products; (iii) use only the prescribed wording in accordance with the Lenzing Branding Guidelines; (iv) not mix admissible marketing claims with those provided in the Lenzing Branding Guidelines but not encompassed by the License; (v) not use any translation of the marketing claims not authorized by Lenzing. Lenzing assumes no responsibility for any marketing claims made for Contractual Products.

3. Duties of PARTNER 3.1 PARTNER shall provide Lenzing with proof of the proper

use of the respective Brand, the Branded Offer and the Lenzing Marketing Material (i) without awaiting Lenzing’s request, as of the first time of each individual use by PARTNER and (ii) thereafter, upon Lenzing’s reasonable request. Unless otherwise mutually agreed on a case by case basis, such proof of use can be dated photos of the Contractual Products labelled with the Brand / Branded Offer, appropriate documents (including invoices), etc. PARTNER shall be obliged to keep such proper evidence stored with PARTNER for a period of at least seven years from the commencement of the license granted and provide Lenzing with respective proof of the proper use of the Brand / Branded Offer also after the expiry of the respective License granted hereunder. Lenzing shall be entitled to use the proof of use provided by PARTNER for an indefinite time period and for any purposes whatsoever, including but not limited to as evidence in any proceedings before courts, registration offices or other authorities.

3.2 PARTNER shall provide Lenzing upon Lenzing’s

reasonable request with information about PARTNER’s suppliers for the Contractual Products to be labelled and/or having been labelled with the Brand as far as relevant for the use of the Brand. Further, in cases of potential trademark infringements and as far as permitted by applicable law, PARTNER shall also disclose to Lenzing whether a potential infringer of a Brand is a customer of PARTNER. In case PARTNER provides information on its suppliers (including all members of the Value Chain as stated in every Product License Application), it is obliged to obtain consent from these suppliers to provide all information as provided about them to Lenzing, provided,




however, that in the event that any of PARTNER’s suppliers declines to consent to the submission of the requested information to Lenzing, PARTNER shall be excused from the obligation under this Agreement to provide such information to Lenzing.

3.3 PARTNER shall not directly or indirectly register or have

registered any of the Lenzing Brands or trademarks, trade names, trade dresses or designs confusingly similar thereto in any form whatsoever and wherever. In case of breach of the foregoing, PARTNER agrees, at PARTNER’s expense and at Lenzing’s request, to immediately terminate the unauthorized registration activity and to execute and deliver, or cause to be delivered, promptly to Lenzing such assignments and other documents as Lenzing may require to transfer to Lenzing all rights to the registrations or applications involved. The foregoing obligation to transfer such rights shall survive termination or expiration of this Agreement and any License granted hereunder. PARTNER shall further notify Lenzing immediately if PARTNER gains knowledge of any attempt to have the Brand / Branded Offer or confusingly similar signs registered or protected in any manner anywhere. Should PARTNER refuse to enter into any necessary assignment agreement in this regard, Lenzing may seek injunction and judicial enforcement of this Clause.

3.4 PARTNER hereby covenants, warrants, and agrees that:

(i) it will not misuse or bring into disrepute the Brand / Branded Offer / Lenzing Marketing Material or Lenzing; (ii) it will not use, except as permitted herein, the Brand / Branded Offer / Lenzing Marketing Material or any other trade name or trademark so as to cause a likelihood of confusion, deception or mistake with the Brand / Branded Offer / Lenzing Marketing Material or Lenzing; (iii) it will not create any expenses chargeable to Lenzing without the prior written consent of Lenzing; (iv) it will comply with all applicable laws and regulations relating to its display and use of the Brand / Branded Offer / Lenzing Marketing Material; (v) it will not register any domain name that incorporates in whole or in part any of the Brand / Branded Offer / Lenzing Marketing Material or any word that is confusingly similar to any of the Brand / Branded Offer / Lenzing Marketing Material; and (vi) it will comply with all applicable laws and regulations, and obtain all appropriate government approvals, pertaining to the sale, distribution, and promotion of the Contractual Products.

3.5 Whenever PARTNER uses the Brand or any Lenzing

Marketing Material, PARTNER hereby further covenants, warrants, and agrees that it will comply with any value propositions of Lenzing in connection with the high profile and the sustainability of Lenzing’s products and of the Brand / Branded Offer. PARTNER shall recognize any statements of Lenzing in this context and shall respect and consider them in connection with the use of the Brand / Branded Offer and Lenzing Marketing Material in accordance with this Agreement. PARTNER shall refrain from any use of the Brand / Branded Offer and Lenzing Marketing Material that in Lenzing’s sole discretion could be detrimental to the reputation of Lenzing or its products or their goodwill. PARTNER shall solely be responsible for

any use of the Brand / Branded Offer, Lenzing Marketing Material in any claim and for the compliance of such claim with applicable laws; Lenzing does not assume any liability whatsoever in this context.

3.6 PARTNER hereby further covenants, warrants, and

agrees that it will not, directly or indirectly, contest Lenzing’s ownership in or validity of the Brand or any Lenzing Marketing Material, either during the term of this Agreement, a License, or, to the fullest extent allowed by law, at any time thereafter, nor voluntarily assist in any action taken by any third party, an object of which action is to contest such ownership or validity, nor take any action with the specific intention of prejudicing the rights of Lenzing in the Brand or the Lenzing Marketing Material.

3.7 The License Confirmation Letter may be used for

PARTNER’s products which are identical with the Product Sample. Should such PARTNER’s products not be identical with the Product Sample, PARTNER shall be obliged to immediately cease the use of the License Confirmation Letter. The Product License is specifically issued to PARTNER and is non-transferrable.

3.8 (Product Certification Process) PARTNER agrees that

any Contractual Products that PARTNER may sell or provide in conjunction with the Brand and Branded Offer shall be of a quality sufficient to protect the goodwill and reputation associated with Lenzing and the Brand / Branded Offer and meet the Product License Requirements. To this end, Lenzing shall have the right to inspect and approve or reject any uses of the Brand / Branded Offer in conjunction with any of the Contractual Products.

Lenzing shall be entitled to test or having tested by third parties samples of the Contractual Products at reasonable intervals during the term of the respective License.

For the individual Contractual Products Lenzing is furthermore entitled to assess PARTNER’s compliance with all terms and obligations as set forth by this Agreement and to test if the composition and quality of the Contractual Products is compliant with the Product License Requirements by means of a certification system or any other identification system as established by Lenzing. For the purpose of such testing and the certification, PARTNER shall submit to Lenzing together with the Product License Application product samples as specified in detail in the Lenzing Certification Standards (the “Product Samples”). PARTNER further agrees and covenants to provide the information and documents reasonably necessary for such review, provided that any of Lenzing's representatives who will have access to any such information or documents agree to be bound to the confidentiality terms of Clause 4 herein.

Prior to the commencement of manufacture and sale of every Contractual Product PARTNER shall not sell, market or exploit any Contractual Products that are based on or conform to Product Samples which have been disapproved by Lenzing.




Once such Product Samples have been approved by Lenzing, PARTNER shall not materially depart therefrom without Lenzing’s prior express written consent. If the quality of the Contractual Product falls below a production- run quality, as previously approved by Lenzing, PARTNER shall use its best efforts to restore such quality. In the event that PARTNER has not taken appropriate steps to restore such quality within ten (10) days after notification by Lenzing, Lenzing shall have the right to terminate the respective Product License and this Agreement and require that PARTNER cease using the Brand.

If a test of Contractual Products in accordance with this Clause is done by a third party, Lenzing may submit data of PARTNER (like name, address, etc.) and the Contractual Products (like fiber composition, specifications, etc) to the third party.

3.9 PARTNER shall, in exercising its rights under this

Agreement, comply with all applicable laws, regulations concerning the Contractual Products and the marketing and sale of the same and codes of practice and PARTNER shall promptly provide Lenzing with copies of all communications with any regulatory, industry or other authority, relating to the Brand and the Branded Offer.

3.10 PARTNER shall inform Lenzing in written form about a

Change of Control of PARTNER. Change of Control means consummation of any of the following, in one transaction or a series of related transactions: (i) the sale, transfer, assignment or other disposition (including by merger or consolidation) of more than 50% of the voting power represented by the then outstanding securities of PARTNER, (ii) the sale or other disposition of substantially all the assets of PARTNER, or (iii) the liquidation or dissolution of PARTNER.

4. Confidentiality 4.1. The Parties acknowledge that by reason of their

relationship under this Agreement, they may have access to and acquire material, data, systems and other information concerning the operation, software, pricing, business, projections, market goals, financial affairs, products, services, and intellectual property rights of the other Party that may not be accessible or known to the general public, including, but not limited to, the terms of this Agreement and PARTNER’s unreleased collections, trends, and unreleased products, potential expansion plans in new countries or markets, or PARTNER’s supply chain (collectively, “Confidential Information”).

4.2. Notwithstanding any other provisions within this

Agreement, Each Party receiving Confidential Information (the “Receiving Party”) agrees to maintain all such Confidential Information received from the other Party (the “Disclosing Party”), both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party further agrees to use the Confidential Information only for the purpose of performing under this

Agreement. Notwithstanding the foregoing, PARTNER agrees that Lenzing may use and share such Confidential Information with third parties as necessary to complete the testing of Contractual Products according to Clause 3.8.

4.3. Notwithstanding the foregoing, the obligations set forth

herein shall not apply to Confidential Information which:

i. is or becomes a matter of public knowledge through no fault of or action by the Receiving Party;

ii. was lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party;

iii. subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party who is lawfully in possession of such Confidential Information without restriction;

iv. is independently developed by the Receiving Party without resort to the Confidential Information; or

v. is required by law or judicial order, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such required disclosure in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent the disclosure, and shall reasonably cooperate with the Disclosing Party's efforts to secure such a protective order or other legal remedy to prevent the disclosure.

5. Warranties, Liabilities And Indemnification 5.1.1. SINCE THE PRODUCT CERTIFICATION AND LICENSE

AND LENZING MARKETING MATERIAL AS WELL AS BRANDS, BRANDED OFFERS AND CLAIMS ARE OFFERED ROYALTY-FREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW LENZING ASSUMES NO WARRANTY WHATSOEVER WITH REGARD TO THE PRODUCT LICENSE OR LENZING MARKETING MATERIAL OR BRAND, BRANDED OFFERS AND CLAIMS. LENZING HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LENZING MARKETING MATERIAL / THE BRANDS / BRANDED OFFERS / THE CLAIMS, EITHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR LOCAL LAWS.

5.1.2. LENZING SHALL ONLY BE LIABLE FOR DAMAGES

CAUSED BY LENZING’S GROSS NEGLIGENCE OR WILLFUL INTENT. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LENZING BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO PARTNER’S USE OR INABILITY




TO USE THE BRAND, BRANDED OFFERS, LENZING

MARKETING MATERIAL OR CLAIMS HOWEVER CAUSED, REGARDLESS OF THE THEORY OF

as “Effective Date” in the respective License Confirmation Letter and shall be valid for a fixed period as determined in the respective License Confirmation Letter. At the

LIABILITY (CONTRACT, TORT, OR OTHERWISE), expiration, a Product License shall terminate automatically EVEN IF LENZING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT

without any termination notice. However the right to terminate the Product License(s) for the reasons set forth

SHALL LENZING’S TOTAL LIABILITY TO PARTNER in Clause 7.24 with immediate effect remains unaffected. EXCEED THE TOTAL AMOUNT PARTNER HAS PAID TO LENZING FOR THE PRODUCT LICENSE IN THE 12

7.1.2.

Lenzing may terminate the Product License with

MONTHS PRECEDING SUCH CLAIM. ANY FURTHER immediate effect for cause in the event of: LIABILITY OF LENZING IS EXCLUDED TO THE FULLEST EXTENT ADMISSIBLE UNDER THE LAW. i. any breach by PARTNER of its obligations under

this Agreement, the License Confirmation Letter 5.1.3. To the extent not otherwise prohibited by law, PARTNER and/or the Lenzing Branding Guidelines; shall indemnify, defend and hold harmless Lenzing, ii. any non-compliance of Contractual Products with Lenzing Affiliated Companies, and their respective the Product License Requirements; officers, directors, employees, agents, successors and

assigns from and against any loss, claim, injury or liability iii. any use by PARTNER of the Brand / Branded

Offer within a Product License on or in whatsoever (including, but not limited to, out of product connection with products other than the liability cases) resulting from (i) the usage of the Brand Contractual Products; and/or Branded Offer and/or Lenzing Marketing Material iv. any act or behavior of PARTNER which in and/or Claims by PARTNER, (ii) PARTNER’s breach of Lenzing’s reasonable discretion is detrimental to any of the obligations under the License Confirmation the reputation of Lenzing or to the reputation or Letter, this Agreement, the Lenzing Branding Guidelines, goodwill of any of the Brand or or any applicable laws or violation of any third party rights

or (iii) the usage of PARTNER’s name, brands, logos or the marketing or sale of Contractual Products. Such

v. if a registration of a Lenzing Trademark terminates for whatever reason or in any other case that for legal or factual reasons prevents

indemnification shall include in particular, but shall not be limited to, any direct or indirect loss, liability, direct, consequential or incidental damage, cost or expense, including reasonable attorneys’ fees, or any other

Lenzing from granting or upholding any Product License; as the case may be, such circumstances also entitle Lenzing to partially terminate a Product License ;

damages arising out of or in connection with any claim, vi. PARTNER undergoes a Change of Control as action or proceeding brought or threatened against

Lenzing and/or any Lenzing Affiliated Company. described in Clause 3.10 above, unless its

successor-in-interest commits in writing to comply with this Agreement, the License and the

Lenzing Branding Guidelines, and Lenzing 6. Protection Of The Brand 6.1.1. PARTNER shall endeavor to notify Lenzing in writing of

any actual or potential third party infringements of the Brand that becomes known to the employees of PARTNER responsible for compliance with this Agreement. Without prejudice to the foregoing, Lenzing shall have the sole right to determine whether or not any action shall be taken on account of any infringement of the Brand, and any monetary proceeds resulting from any such action (including damages, costs, attorney fees, and payments out of settlements) shall belong to Lenzing.

6.1.2. At the reasonable request of Lenzing, and subject to

Lenzing reimbursing PARTNER’s reasonable costs, PARTNER shall assist Lenzing, to the extent reasonably necessary and subject to the limits of applicable law and any legal obligations, in the procurement of any relevant data and information which are available to PARTNER and which may be useful for Lenzing in defending its rights in the Brand.

7. Term 7.1.1. (Product License) Every Product License shall come into

force upon the date set forth and determined by Lenzing

agrees in is sole discretion.

Lenzing may furthermore terminate the Product License with immediate effect in case any material breach of the Product License Requirements.

In addition to Clauses expressly so stating, the following Clauses shall survive any termination any Product License granted hereunder: Section/Clauses 3, 4, 5, and 7.8.

7.1.3. Unless prohibited by mandatory statutory provisions, and

any License granted hereunder may further be terminated with immediate effect at any time by Lenzing if PARTNER becomes subject of any bankruptcy, winding-up or liquidation proceedings, or other proceedings analogous in purpose or effect.

7.1.4. Upon termination or expiration of the Product License,

except as expressly permitted herein, PARTNER shall immediately cease to be entitled to use the Brand on or in relation to the Contractual Products for which the terminated or expired Product License was/were granted. Any existing material containing the Brand / Branded Offer may not be used any further and as the case may be must be removed from the Contractual Products and destroyed if they cannot be used without infringing Lenzing’s trademark rights, this Agreement and the Lenzing




Branding Guidelines. Notwithstanding the foregoing, PARTNER shall have the right to sell the remaining inventory of the Contractual Products and such products still being manufactured at that time, provided that all such inventory and products being manufactured shall comply with this Agreement within a period of no more than twenty (20) days as of the expiry or termination of this Agreement.

7.1.5. To the extent PARTNER has acquired trademark rights or

similar rights in the Brand due to its use in commerce with the consequence that the marks have attained market recognition as trademarks in the pertinent market sectors, PARTNER is obliged to transfer such trademark rights acquired by use to Lenzing upon Lenzing’s request, or at the latest at the expiration or termination of the Agreement, the Marketing License or all Product License, whichever occurs later.

8. Governing Law And Jurisdiction 8.1. This Agreement and any contractual or non-contractual

obligations arising out of or in connection with it shall be governed by and shall be construed in accordance with the Laws of Austria without regard to any conflict of Law rules under Austrian private international Law.

8.2. The Parties shall attempt in good faith to promptly resolve

any dispute arising out of or relating to this Agreement. All disputes, controversies or claims arising out of or in connection with this Agreement which cannot be amicably resolved, including the issue of their valid conclusion and their pre- and post-contractual effects, are exclusively decided either by the competent court for the district where Lenzing has his registered seat, or, alternatively and at the sole discretion of Lenzing, by the competent court for the district of PARTNER’s registered seat, establishment or assets. Notwithstanding the foregoing provisions, Lenzing may request any judicial authority or other authority in any country to order any provisional or conservatory measures including but not limited to pre-award attachment, injunction or similar remedy for the preservation of Lenzing’s rights and interests.

Notwithstanding the foregoing, Lenzing may request any competent judicial authority or other authority in any country to order any provisional or conservatory measures including but not limited to preliminary injunction or similar remedy for the preservation of Lenzing’s rights and interests.

8.3. In case of breach of this Agreement, the breaching Party

shall be responsible for all reasonable attorney fees incurred by the non-breaching Party. Any breach of any provision of this Agreement by PARTNER shall result in irreparable harm to Lenzing and shall be immediately actionable by Lenzing, and such breach shall subject PARTNER to any and all applicable legal and equitable remedies, including, but not limited to, injunctive relief and damages for its breach, and an award of damages and attorney fees.

9. Update of Information / Communication / Electronic Signature

9.1. As long as this Agreement does not specify otherwise, requests, claims, demands and other communications between the Parties have to be in writing to the address or e-mail address specified below. Notice shall be deemed given upon receipt by the notified Party.

PARTNER shall keep its contact information (in particular but not limited to the information for electronic contacts) updated at all times and shall inform Lenzing of any changes with respect to this information without any delay. Should PARTNER fail to update the information, any notifications of Lenzing sent to an incorrect or no longer valid contact information shall nevertheless be regarded as received by PARTNER and shall be binding for PARTNER.

9.2. Lenzing uses digital signatures. All documents which have

to be signed by Lenzing (including License Confirmation Letters) may be signed by electronic means.

9.3. If sent by e-mail and the report generated by the sender’s

server shows that the e-mail was properly delivered to the recipient mailbox, on the date of dispatch noted on such report, the e-mail is regarded as delivered.

9.4. PARTNER shall provide sufficient and correct information

in the Product License Application. PARTNER shall keep all information updated at all times and shall inform Lenzing of any changes with respect to this information without any delay.

9.5. Should PARTNER fail to update the information, any

notifications of Lenzing sent to an incorrect or no longer valid contact information shall nevertheless be regarded as received by PARTNER and shall create the respective consequences for PARTNER.

10. Miscellaneous 10.1. The License Confirmation Letter, the Lenzing Certification

and License Terms, the Lenzing Certification Standards and the Lenzing Branding Guidelines (collectively also referred to as “Agreement”) constitute the entire agreement between the Parties and supersedes all prior discussions, negotiations and understandings on this matter, whether written or oral. This Agreement cannot be amended except by a writing that is executed by duly authorized representatives of both Parties.

10.2. The failure to exercise or any delay in exercising a right or

remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.




10.3. In the event that any provision of this Agreement is held

invalid or unenforceable for any reason by a competent judicial authority, such provision or part thereof shall be considered separate from the remaining provisions of this Agreement, which remaining provisions shall remain in full force and effect. Such invalid or unenforceable provision shall be deemed revised to effect, to the fullest extent permitted by law, the intent of the Parties as set forth herein.

10.4. The headings used in this Agreement are for purposes of

ease of reference only and in no event or respect shall the substance of any provision in this Agreement be interpreted or controlled by any such headings.

10.5. Nothing in this Agreement shall be construed to place the

Parties in a relationship of Partners, joint venturers, principal and agent, employer and employee, or master and servant. No Party shall have the power to obligate or bind any other in any manner whatsoever. No right or license granted hereunder shall in any manner be construed as the creation or designation of one Party as the representative or agent of any of the others.

10.6. The Parties shall execute such further documents and do

any and all such further things as may be necessary to implement and carry out the intent of this Agreement. Each Party shall act in good faith and engage in fair dealings when taking any action under or related to this Agreement.

10.7. No provision of this Agreement shall be interpreted for or

against a Party on the basis that such Party or Party’s legal counsel drafted such provision. Lenzing will electronically store all information provided about PARTNER on its systems for purposes and the period of PARTNER’s registration and licensing with Lenzing’s Brand Licensing Program as well as for PARTNER support and for the provision of information material on Lenzing products.

10.8. This Agreement and the License Confirmation Letters may

be executed in any number of counterparts, all of which, taken together, shall constitute one and the same instrument, and any of the Parties or signatories hereto may execute this Agreement and the License Confirmation Letters by signing any such counterpart. Electronic signatures in the form of secured PDF electronical signature by any Party and handwritten signatures on a facsimile transmittal and scanned and digitized images of a handwritten signature shall have the same force and effect as original manual signatures and the documents sent by facsimile or scanned (e.g. in PDF format) via e- mail will be deemed as original documents and binding for all purposes hereof without delivery of an original signature being thereafter required.

10.9. Each Party represents and warrants that it has full power

and authority to enter into this Agreement and that this Agreement has been duly authorized, executed, and delivered and constitutes a valid, binding, and legally enforceable agreement.

10.10. PARTNER may not assign this Agreement. Any attempt

by PARTNER to assign or transfer any of its rights, obligations or duties under this Agreement without the prior written consent of Lenzing shall be void.

10.11. This Agreement is for the sole benefit of the Parties hereto

and their respective affiliates and permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.



Certification Application Form

V. Lenzing Branding Guidelines

Please find the Branding Guidelines under this download link.

https://prismic-io.s3.amazonaws.com/lenzing-veocel/50f2633d-6849-444c-abdb-6aa643ee3f68_VEOCEL_Branding_Guideline_EN_v4.1_20191111.pdf

Documents

Product License & Certification Application...Branding Service Product License & Certification Application Form ... General purpose wipes For food service Household surface cleaning