GSA CERTIFICATION AGREEMENT

RECITALS

A. The Global Seafood Alliance d/b/a Best Aquaculture Practices and d/b/a Best Seafood
Practices (collectively, “GSA”) is a not-for-profit Delaware corporation with a principal place of
business in Portsmouth, New Hampshire, USA.
B. Applicant (“Applicant” or “you”) is either (i) an individual or business entity lawfully
engaged in the harvesting, production and/or processing of products described in either the Best
Aquaculture Practices (BAP) Certification Standard, the Best Seafood Practices (BSP) Certification
Standard, or the Seafood Processing Standard (as applicable, the “Certification Standard”); or (ii)
an individual or legal entity serving as common sponsor to, or common owner of, and are legally
representing and seeking certification of, a collection of individuals or business entities lawfully
engaged in the harvesting, production and/or processing of products described in the Certification
Standard that have organized for the sake of a collective certification process that have
implemented a shared Quality Management System (“QMS”), as set forth in the GSA facility group
policy and control document.
C. Applicant desires to enroll one or more facilities (each, a “Facility”) or vessels (each, a
“Vessel”) in (i) GSA’s Aquaculture Certification Program (such Facility or Vessel being, e.g., an
aquaculture farm, hatchery, feed mill, processing plant, re-processor, etc.); (ii) GSA’s Wild-caught
Seafood Certification Program (such Facility or Vessel being, e.g., a fishing vessel, processing
plant, re-processor, etc.); and/or (iii) a GSA Improver Program (as applicable, the “Program”) with
the goal of having said Facility or Vessel certified by a Certification Body (“CB”) as compliant with
the applicable Certification Standard. Said Facility or Vessel will be or has been identified by
Applicant in its Application and Self-Assessment, which Applicant will complete or has completed
as part of GSA’s assessment process.
D. If you are applying to a GSA Improver Program or are already participating in an
Improver Program, please see the Addendum entitled “Improver Program Addendum” included
herewith.
E. A condition of enrollment in the Program is Applicant’s acceptance of and compliance with
this Agreement, which sets forth the terms and conditions under which the Facility or Vessel must
operate in order to be compliant with the Certification Standard. A further condition of enrollment in
the Program is Applicant’s payment of any and all applicable fees within the time frames specified
in GSA’s rules, standards, policies and procedures.
F. THE INDIVIDUAL EXECUTING THIS GSA CERTIFICATION AGREEMENT (THE
“AGREEMENT”) IN DOING SO REPRESENTS (i) SUCH INDIVIDUAL HAS THE AUTHORITY TO
BIND THE APPLICANT TO THE AGREEMENT, THE APPLICABLE CERTIFICATION

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STANDARD, AND THE GSA WEBSITE PRIVACY POLICY AND TERMS OF USE, EACH AS
AMENDED FROM TIME TO TIME (COLLECTIVELY, THE “APPLICABLE TERMS”); AND (ii) TO
THE EXTENT SUCH APPLICANT IS A GROUP ENTITY (AS DEFINED IN THE GSA FACILITY
GROUP POLICY AND CONTROL DOCUMENT), SUCH APPLICANT:
• HAS THE LEGAL AUTHORITY TO ENSURE EACH FACILITY AND/OR VESSEL
LISTED IN THE APPLICABLE PROGRAM APPLICATION(S) COMPLIES WITH ALL
APPLICABLE TERMS;
• SHALL BE RESPONSIBLE AND LIABLE FOR EACH SUCH FACILITY’S AND/OR
VESSEL’S COMPLIANCE WITH THE APPLICABLE TERMS; AND
• ACKNOWLEDGES AND AGREES THAT GSA HAS THE RIGHT TO ENFORCE THE
APPLICABLE TERMS AGAINST THE APPLICANT DIRECTLY.
G. SECTION 13 BELOW CONTAINS PROVISIONS REQUIRING MANDATORY
ARBITRATION TO RESOLVE DISPUTES, WHICH AFFECT YOUR LEGAL RIGHTS. PLEASE
READ IT.

TERMS AND CONDITIONS

In consideration of the obligations in this Agreement, GSA’s assessment of the Facility or Vessel,
the exchange of mutual promises, and other good and valuable consideration, the receipt and
sufficiency of which are mutually acknowledged, the parties hereto, intending to be legally bound,
agree as follows:

1.0 ELECTRONIC CONTRACTING: Your application and participation in the Program

includes the ability to enter into agreements and/or to make transactions electronically. YOU
ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR
AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND
TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC
SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER
INTO WITH GSA, INCLUDING, WITHOUT LIMITATION, APPLICATIONS, AUDITS, SELF-
ASSESSMENTS, ASSESSMENTS, RE-ASSESSMENTS, RENEWALS, QUESTIONNAIRES,
EVALUATIONS, STANDARDS AND POLICIES, UPDATES AND CONTRACTS.

2.0 PAYMENTS AND REFUND POLICY: You agree that you will pay for all fees, including
the Application Fee(s), Audit Fee(s) and Program Fee(s), for the Program, as well as any additional
fees or amounts (including late fees, translator fees and other fees) that may be accrued by or in
connection with the Program. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL
FEES AND FOR PROVIDING GSA WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL
FEES.

Your Application Fee(s), Audit Fee(s) and Program Fee(s) will be calculated according to the Fee

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Schedule applicable to the Facility or Vessel, as well other amounts calculated in GSA’s rules,
standards, policies and procedures, which are subject to change periodically in GSA’s sole
discretion. GSA will provide you with a written or electronic proposal, including a schedule of fees,
which sets forth fees, costs and expenses you will be legally obligated to pay, as well as time
frames for payment, in order for the Facility or Vessel to be considered for enrollment in the
Program.

ALL FEES, INCLUDING LATE FEES AND OTHER FEES, COSTS AND EXPENSES PAID BY
YOU ARE FINAL AND NONREFUNDABLE. FAILURE TO PAY ANY OR ALL FEES, INCLUDING
LATE FEES AND OTHER FEES, COSTS AND EXPENSES IN THE TIME FRAMES
REFERENCED IN THE PROPOSAL MAY RESULT IN REVOCATION OF YOUR
PARTICIPATION IN THE PROGRAM. Fees, including the Application Fee(s), Audit Fee(s) and
Program Fee(s), as well as all costs and expenses you are required to pay in order to participate
in, or be considered for, the Program, may change at any time in GSA’s sole discretion.

3.0 INCORPORATION BY REFERENCE: Upon your written or electronic acceptance of

GSA’s proposal detailing fees, costs and expenses, you will be legally obligated to pay said fees,
costs and expenses in order for the Facility or Vessel to be considered for enrollment in the
Program. Said proposal shall be incorporated into this Agreement and made a part hereof. Your
failure to follow the terms of the proposal may result in your termination from the Program.

4.0 THE APPLICATION AND ASSESSMENT PROCESS: The application and assessment
process, as well as your subsequent participation in the Program, is voluntary. That is, you
voluntarily agree to provide GSA and the CB with information and access to your Facility or
Vessel. Additionally, you allow GSA and the CB to audit your Facility or Vessel as part of the
Program. Further, you voluntarily agree to abide by Program standards, rules, policies and
procedures. GSA has a vital interest in maintaining the integrity of the Program. However, GSA will
not (with certain exceptions) compel you to maintain your good standing in the Program or follow
the Program’s standards, rules, policies and procedures. Rather, your good standing in the
Program, or lack thereof, is based on your voluntary adherence to the Program scheme.

4.1 Accuracy of Information Provided by Applicant: Applicant affirms that any and
all information it has provided, or will provide, to GSA and/or the CB is complete and accurate,
including, without limitation, information provided in the Application and Self-Assessment. Applicant
further agrees and understands that any misrepresentation by Applicant shall constitute a material
breach of this Agreement and may result in termination from the Program.

4.2 Duty to Comply with Information Requests: As part of the assessment process,
GSA will provide questionnaires and evaluation forms for Applicant. Each questionnaire and form
must be fully and accurately completed as part of the certification process and a copy of each must
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be promptly delivered (in writing or electronically) to GSA and/or to the CB upon execution or
completion.

4.3 Time is of the essence and Applicant shall comply with any and all time
deadlines required by GSA and/or the CB for receipt of the requested information.

4.4 Duty to Cooperate with GSA and/or CB: Applicant shall fully cooperate with
GSA and/or the CB in the certification process. Applicant shall pay any fees, costs or expenses
incurred by GSA and/or the CB as a result of Applicant’s delay, cancellation, obstruction, or any
other action, whether intentional or unintentional, which impedes GSA and/or the CB from
assessing the Facility or Vessel.

4.4.1 Duty to Cooperate with Shadow and/or Witness Audits: CBs are
required to undergo shadow and/or witness audits in order to maintain their accreditation status
with their own certification bodies (ISO 17065, etc.). Applicant shall allow shadow and/or witness
audits of the CB to take place during the assessment and certification process of its Facility or
Vessel. Applicant agrees and understands that shadow and/or witness audits of CBs are required
under the Certification Standard as well as the applicable accreditation standard for CBs. The
shadow and/or witness auditor’s role is to assess the performance of the auditor assigned by the
CB to assess the Facility or Vessel. The shadow and/or witness auditor is not assessing the Facility
or Vessel. Applicant shall not be responsible for the cost of the shadow and/or witness auditor’s
participation in theassessment and certification process.

4.5 Assessment by Certification Body: GSA shall select an accredited third-party

CB. CB shall assess Applicant’s Facility or Vessel and determine if said Facility or Vessel meets all
of the requirements of the applicable Certification Standard.

Applicant understands and agrees that the Certification Standard referenced above does not
allow exclusions in conducting assessments of any Facility or Vessel against any of the standards.
CB must conduct a full evaluation of all parts of the participating Facility or Vessel and of all GSA-
eligible aquacultured or wild-caught species, product forms and their by-products that the Facility
or Vessel produces or harvests. Applicant cannot exclude particular rooms or areas of a Facility or
Vessel (including particular aquaculture ponds or cages, or particular areas of a fishing vessel),
production lines, cooked versus raw products, or aquaculture or wild-caught species from
assessment, even if Applicant is not seeking inclusion in the Program for these areas, products,
species, etc.

4.6 Findings by CB: CB shall assess the Facility or Vessel and identify the Facility’s
or Vessel’s nonconformities, if any, with the Certification Standard. Applicant may take action to
correct said nonconformities. Applicant shall notify CB when the Facility or Vessel has corrected
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said nonconformities withintimelines specified by the Program policy. CB shall thereafter re-assess
said Facility or Vessel, and issue a written or electronic report to GSA and Applicant stating
whether or not the Facility or Vessel meets the requirements of the applicable Certification
Standard (the “Audit Report”). CB may also provide GSA and Applicant with any other information
it deems relevant.

4.7 Review of Report by GSA: GSA shall review the Audit Report and any other
information submitted with the Audit Report.

4.7.1 When Facility or Vessel Does Not Meet Certification Standard: GSA
shall not find a Facility or Vessel is compliant with the Certification Standard if CB found it did not
meet the applicable Certification Standard. GSA may provide Applicant with recommendations and
corrective actions to address nonconformities, and may refer the Facility or Vessel to an Improver
Program in order to undertake required improvements.

4.7.2 When Facility or Vessel Does Meet the Certification Standard: If the
CB finds that the Facility or Vessel meets the applicable Certification Standard, GSA shall
determine, in its sole discretion, if said Facility or Vessel should be determined to be compliant with
the Certification Standard and this Agreement, as well the Program rules, policies and procedures.
GSA shall notify Applicant of its decision electronically or in writing.

4.7.2.1 Certification Granted: If GSA finds that the Facility or Vessel is

compliant with the applicable Certification Standard, as well as this Agreement and Program rules,
policies and procedures, GSA shall officially notify Applicant in writing or electronically that it has
successfully enrolled the Facility or Vessel in the Program and shall provide Applicant with CB’s
official certificate that delineates the parameters of said certification.

4.7.2.2 Certification Not Granted: If GSA does not find the Facility or
Vessel is compliant with the applicable Certification Standard, this Agreement, or Program rules,
policies and procedures, GSA shall officially notify Applicant in writing or electronically and shall
provide Applicant with the reasons for its decision. GSA may identify corrective actions that could
lead to certification by GSA or may refer the Facility or Vessel to an Improver Program.

4.8 No Obligation to Certify: In all events, Applicant agrees and understands that
GSA retains sole discretion in determining if the Facility or Vessel may participate in the Program
based upon CB’s Audit Report, as well as Applicant’s adherence to this Agreement and Program
rules, policies and procedures. Applicant’s compliance with this Agreement; payment of the fees,
costs and expenses required by GSA under this Agreement; participation in the assessment
process; the Audit Report that the Facility or Vessel meets the Certification Standard; and

14167126.2.3 5
Applicant’s adherence to Program rules, policies and procedures, shall not, jointly or severally,
constitute grounds for per se, or mandatory, inclusion of the Facility or Vessel in the Program.

4.9 Additional Requirements: Applicant acknowledges and agrees that Applicant,

or its Facility or Vessel, is required to comply with those certain additional requirements set forth in
Schedule 4.9 to this Agreement, if any.

5.0 MAINTAINING YOUR CERTIFICATION STATUS

5.1 Your Obligations and Responsibilities: Upon Applicant’s Facility or Vessel

being certified by the CB and accepted by GSA for participation in the Program, Applicant shall be
required to maintain such Facility’s or Vessel’s compliance with the applicable Certification
Standard, and undertake the following additional steps described below.

5.1.1 Compliance with Standards, Policies, Procedures, Practices and

Applicable Law: GSA and CB will provide Applicant with access to the GSA standards,
procedures, policies and practices, as well as periodic updates and amendments necessary for the
Facility or Vessel to maintain its certification status and participation in the Program. Applicant
agrees to comply with all standards, policies, procedures and practices established by GSA and
accredited CBs that are required to maintain its Facility’s or Vessel’s certification status and
participation in the Program. Applicant’s inability to ensure compliance with these standards,
policies, procedures and practices may result in GSA taking any action, including, but not limited
to: investigation, escalation, or suspension, revocation and/or termination of its Facility’s or
Vessel’s participation in the Program. Applicant agrees that it will, at all times during the term of
this Agreement, comply with all applicable international, federal, state, and local laws, regulations,
rules, and orders, as well as any other instruments having the force of law.

5.1.2 Change in Ownership, Management, or Key Personnel; Asset Sale:

Applicant shall timely notify GSA any time there is a change in Applicant’s or a Facility’s or
Vessel’s ownership, management or key personnel, or any time all or substantially all of
Applicant’s or any Facility’s or Vessel’s assets are sold.

5.1.3 Change in Ability to Meet Certification Standard: Applicant shall

timely notify GSA, without delay, of any changes that may affect the Facility’s or Vessel’s ability to
maintain its certification status and good standing in the Program.

5.1.4 Access to Facility or Vessel and Records: Applicant shall provide

access to all parts of the Facility or Vessel to CBs and their personnel, or to any GSA staff or
authorized agent of GSA, as necessary to maintain its certification status and participation in the
Program. This includes provision for examining documentation and records, collecting product

14167126.2.3 6
samples for testing, accessing relevant equipment, location(s), area(s), and personnel, and the
investigationof complaints.

5.1.5 Audit: GSA reserves the right to audit Applicant’s records and the
Facility or Vessel relating to the Program under its obligations as the Program owner in monitoring
the performance of the Program. GSA may provide notice of said audit to Applicant within a
reasonable time prior thereto. However, GSA MAY, IN ITS SOLE DISCRETION, CONDUCT
UNANNOUNCED AUDITS OF APPLICANT AND/OR THE FACILITY OR VESSEL AT ANY TIME.
APPLICANT SHALL COOPERATE IN ALL ASPECTS OF ANY UNANNOUNCED AUDIT.
APPLICANT’S FAILURE TO COOPERATE WITH GSA’S UNANNOUNCED AUDIT, WHETHER
INTENTIONAL OR UNINTENTIONAL, SHALL RESULT IN GSA TAKING ANY ACTION IT
DEEMS NECESSARY, INCLUDING, WITHOUT LIMITATION, SUSPENSION, REVOCATION
AND/OR TERMINATION OF APPLICANT’S OR THE FACILITY’S OR VESSEL’S
PARTICIPATION IN THE PROGRAM.

5.1.6 Representations to Third Parties: Applicant shall reproduce in their

entirety, and as specified in the GSA standards, rules, practices and procedures, documents
provided to third parties relating to GSA certification and the Facility’s or Vessel’s participation in
the Program. Applicant shall comply with GSA’s rules, practices and procedures and those
contained in the applicable Certification Standards, when referencing the Facility’s or Vessel’s
participation in the Program in communication media such as advertising, brochures or
documents. Applicant shall only makes claims regarding the Facility’s or Vessel’s participation in
the Program that are consistent with the scope of its status. Applicant shall not use its Facility’s or
Vessel’s participation in the Program in such a manner as to bring the Program or the CB into
disrepute and shall not make any statement regarding its participation in the Program which GSA
considers misleading or unauthorized.

5.2 Actions GSA May Take When You Do Not Meet Your Obligations and
Responsibilities: GSA reserves the right to take any and all actions it deems necessary, in its
sole discretion, to preserve the integrity of the Certification Standard applicable to the Facility or
Vessel, and the Program rules, policies and procedures. These actions include, but are not limited
to: investigation, escalation, or suspension, revocation and/or termination of Applicant’s or its
Facility’s or Vessel’s participation in the program.

5.2.1 Investigation: GSA may, in its sole discretion, investigate Applicant

and/or its Facility or Vessel at any time. GSA may notify Applicant of any investigation, the reasons
therefore, the progress thereof, and/or any conclusions reached by GSA. Applicant is not entitled
to, and shall not seek, any information generated or discovered by GSA as a result of its
investigation, including, but not limited to: notes, documents, memoranda, communications, video
14167126.2.3 7
and audio recordings, witness or third-party interviews and any other information in GSA’s
possession, custody or control regarding the investigation, unless pursuant to a court order,
administrative ruling, or other binding governmental action. Applicant may bear the fees, costs and
expenses, including reasonable attorney’s fees, for GSA to undertake any investigation under this
paragraph.

5.2.2 Escalation: GSA’s investigation may reveal nonconformities, or potential

nonconformities, with the applicable Certification Standard, as well as violations, or potential
violations, of this Agreement and/or the rules, policies and procedures which govern your or your
Facility’s or Vessel’s participation in the Program. In this event, GSA will notify you, in writing or
electronically, of the issues you must correct, and the time period to make said corrections, in order
to maintain your or your Facility’s or Vessel’s good standing in the Program. If you do not correct
the issues specified by GSA in its notice,or any other issues, in the time frames referenced therein,
GSA may take any action it deems necessary, including, without limitation, suspension, revocation
and/or termination of your or your Facility’s or Vessel’s participation in the Program. The Applicant
may bear the fees, costs and expenses, including reasonable attorney’s fees, for GSA to
undertake any escalation under this paragraph. YOU AGREE THAT YOUR FAILURE TO TIMELY
PERFORM YOUR OBLIGATIONS UNDER THIS PARAGRAPH SHALL CAUSE GSA TO SUFFER
IMMEDIATE AND IRREPARABLE HARM THAT CANNOT BE COMPENSATED WITH MONEY
DAMAGES AND THAT GSA IS ENTITLED TO INJUNCTIVE RELIEF, PURSUANT TO THE
TERMS OF THE ARBITRATION PROVISIONS CONTAINED IN THIS AGREEMENT, IN A
COURT OF COMPETENT JURISDICTION TO COMPEL, OR ENJOIN, YOUR ACTIONS. YOU
FURTHER AGREE THAT YOU MAY BE RESPONSIBLE FOR GSA’S FEES, COSTS AND
REASONABLE ATTORNEY’S FEES IN SEEKING ENFORCEMENT OF THIS PARAGRAPH,
EITHER INFORMALLY OR THROUGH JUDICIAL OR ARBITRAL INTERVENTION.

5.2.3 Suspension: GSA, in its sole discretion, may suspend your or your
Facility’s or Vessel’s participation in the Program if the CB finds the Facility or Vessel is out of
compliance with the Certification Standard, or if Applicant or its Facility or Vessel is in violation of
this Agreement, or is not following Program rules, policies, procedures and practices, irrespective
of whether an investigation, escalation or any other action has previously been taken against you.
Without limiting the foregoing, GSA will suspend your or your Facility’s or Vessel’s participation in
the Program if you do not correct the issues identified in GSA’s notice, referenced in Section 5.2.2
above, within the required time period specified therein. In this event, GSA shall send you, in
writing or electronically, a Notice of Suspension. The Applicant may bear the fees, costs and
expenses, including reasonable attorney’s fees, for GSA to undertake any action under this
paragraph.

5.2.3.1 Effect of Suspension: If you or your Facility or Vessel is

14167126.2.3 8
suspended from the Program, you shall immediately discontinue your use of all advertising matter
that contains any reference thereto. Further, you shall immediately discontinue use of any
packaging containing the GSA logo or trademarks (including the Licensed Marks, as defined in
Section 8 below). Additionally, you shall immediately notify any/all third parties to whom you have
previously communicated your or your Facility’s or Vessel’s participation in the Program that you or
your Facility or Vessel has been suspended and provide GSA proof of said notification(s) promptly.
YOU AGREE THAT YOUR FAILURE TO TIMELY PERFORM YOUR OBLIGATIONS UNDER
THIS PARAGRAPH SHALL CAUSE GSA TO SUFFER IMMEDIATE AND IRREPARABLE HARM
THAT CANNOT BE COMPENSATED WITH MONEY DAMAGES AND THAT GSA IS ENTITLED
TO INJUNCTIVE RELIEF, PURSUANT TO THE TERMS OF THE ARBITRATION PROVISIONS
CONTAINED IN THIS AGREEMENT, IN A COURT OF COMPETENT JURISDICTION TO
COMPEL, OR ENJOIN, YOUR ACTIONS. YOU FURTHER AGREE THAT YOU MAY BE
RESPONSIBLE FOR GSA’S FEES, COSTS AND REASONABLE ATTORNEY’S FEES IN
SEEKING ENFORCEMENT OF THIS PARAGRAPH, EITHER INFORMALLY OR THROUGH
JUDICIAL ORARBITRAL INTERVENTION.

Further, GSA may notify producers, suppliers, endorsers, marketplace partners or other third
parties in your integration chain listed on our website, and GSA’s affiliates and business partners,
of your or your Facility’s or Vessel’s suspension and the causes therefore (each of which shall be
subject to obligations of confidentiality concerning the causes for such suspension), and, to the
extent applicable, may update its website to reflect the reduction in stars for these producers,
suppliers, endorsers, marketplace partners, or other third parties. GSA may disseminate the
suspended status of the Applicant, Facility or Vessel (and the causes therefore), in any manner to
any third party, in its sole discretion, so as to avoid any misrepresentation. GSA may also
disseminate the suspended status of the Applicant, Facility or Vessel to the public, including by
posting the Applicant’s, Facility’s or Vessel’s suspended status on the GSA website or by removing
the Applicant, Facility or Vessel from its website altogether.

5.2.3.2 Rescinding Your Suspension: GSA may rescind your or your

Facility’s or Vessel’s suspension, in its sole discretion. Without limiting the foregoing, GSA may
rescind your or your Facility’s or Vessel’s suspension and reinstate your or your Facility’s or
Vessel’s good standing in the Program if you notify GSA that you have corrected the issues which
caused such suspension. Upon receiving your notification, GSA and/or the CB shall assess
your or your Facility’s or Vessel’s compliance with the applicable Certification Standard, this
Agreement, and any policies, rules and procedures governing your participation in the Program. If
this assessment reveals you have corrected the issues that caused the suspension, GSA may
rescind your or your Facility’s or Vessel’s suspension. However, in no event shall GSA rescind
your or your Facility’s or Vessel’s suspension if nonconformities with the applicable Certification

14167126.2.3 9
Standard still exist at the Facility or Vessel, or you are not in compliance with this Agreement, or
you are not following Program rules, policies and procedures. The Applicant may bear the fees,
costs and expenses, including reasonable attorney’s fees, for GSA and/or CBs to assess your
compliance. GSA may terminate your or your Facility’s or Vessel’s participation in the Program, or
take any other action it deems necessary in its sole discretion, if the suspension is not rescinded.

5.2.4 Revocation: GSA, in its sole discretion, may revoke your or your
Facility’s or Vessel’s participation in the Program if the CB finds the Facility or Vessel is out of
compliance with the Certification Standard or if Applicant or its Facility or Vessel is out of
compliance with this Agreement, or is not following Program rules, policies, procedures and
practices, irrespective of whether an investigation, escalation, suspension or any other action has
previously been taken against you.

If your or your Facility’s or Vessel’s good standing in the Program is revoked, you shall
immediately discontinue your use of all advertising matter that contains any reference to your or
your Facility’s or Vessel’s participation in the Program and return, as required by the Program,
your official certificate as well as any certification documents. Further, you shall immediately
discontinue use of any packaging or other marketing materials containing GSA logos or
trademarks (including the Licensed Marks, as defined in Section 8 below) and shall immediately
destroy all such packaging and materials containing such GSA logos or trademarks. Finally, you shall
immediately notify any/all third parties to whom you have previously communicated your Facility’s
or Vessel’s certification status that your or your Facility’s or Vessel’s good standing in the Program
has been revoked and provide GSA proof of said notification(s) promptly. YOU AGREE THAT
YOUR FAILURE TO TIMELY PERFORM YOUR OBLIGATIONS UNDER THIS PARAGRAPH
SHALL CAUSE GSA TO SUFFER IMMEDIATE AND IRREPARABLE HARM THAT CANNOT BE
COMPENSATED WITH MONEY DAMAGES AND THAT GSA IS ENTITLED TO INJUNCTIVE
RELIEF, PURSUANT TO THE TERMS OF THE ARBITRATION PROVISIONS CONTAINED IN
THIS AGREEMENT, IN A COURT OF COMPETENT JURISDICTION TO COMPEL, OR ENJOIN,
YOUR ACTIONS. YOU FURTHER AGREE THAT YOU MAY BE RESPONSIBLE FOR GSA’S
FEES, COSTS AND REASONABLE ATTORNEY’S FEES IN SEEKING ENFORCEMENT OF THIS
PARAGRAPH, EITHER INFORMALLY OR THROUGH JUDICIAL OR ARBITRAL
INTERVENTION.

Further, GSA may notify any GSA producers, suppliers, endorsers, marketplace partners or other
third parties in your integration chain listed on our website, and GSA’s affiliates and business
partners, of your or your Facility’s or Vessel’s revocation and the causes therefore (each of which
shall be subject to obligations of confidentiality concerning the causes of such revocation) and
may, to the extent applicable, update the GSA website to reflect the reduction in stars for these
producers, suppliers, endorsers, marketplace partners or other third parties. GSA may disseminate

14167126.2.3 10
the revoked status of the Applicant, Facility or Vessel (and the causes therefore) in any manner to
any third party, in its sole discretion, so as to avoid any misrepresentation. GSA may also
disseminate the revoked status of the Applicant, Facility or Vessel to the public, including by
posting the Applicant’s, Facility’s or Vessel’s revoked status on the GSA website or by removing
the Applicant, Facility or Vessel from the GSA website altogether.

5.3 Recertification: You agree to abide by this Agreement, and with GSA rules,
policies, procedures and practices with respect to periodic recertification and participation in the
Program. As of the effective date of this Agreement, GSA has established the recertification
interval for Program participants at one (1) year following initial certification, and annual intervals
thereafter, subject to adjustment as necessary due to the grow out period or other requirements of
the species.

5.3.1 Time Frames: GSA will contact you in advance of the expiration of your
annual recertification date in order to start the recertification process. Applicant is obligated to
comply with recertification time frames set forth by GSA. These include completing the
recertification process by or before the annual recertification expiration date on the GSA website.
You or your Facility or Vessel may be removed from the GSA website if Applicant has not met the
recertification time frames or GSA may denote the Facility’s or Vessel’s failure to recertify on its
website. In these events, GSA may notify any GSA producers, suppliers, endorsers, marketplace
partners or other third parties in your integration chain listed on our website of your Facility’s or
Vessel’s change in status.

6.0 CONFIDENTIALITY: GSA agrees to make reasonable efforts to maintain the

confidentiality of information provided by Applicant; provided that GSA shall be authorized (i) to
share such information, including without limitation, information contained in applications, Self-
Assessments, Audit Reports and other test results, with other interested parties, including without
limitation, CBs, producers, endorsers, marketplace partners, and suppliers, and GSA affiliates and
business partners (each of which shall be subject to obligations of confidentiality concerning such
disclosed information), and (ii) to use, aggregate, analyze and/or disclose such information to
further its mission and contribute to generalized knowledge with regard to the aquaculture industry
and wild-caught fisheries industry (including by posting certain information on the GSA website).
Further, GSA will make information provided by Applicant available as provided under the provisions
of this Agreement or as requested by governmental authority or court of competent jurisdiction.
Applicant agrees to hold GSA forever free and harmless with respect to any claim related to
release of such information should GSA and/or CB release Applicant’s information or be requested
by any governmental authority or court of competent jurisdiction to make available such
information.

Applicant hereby consents to disclosure of its information as set forth herein, including without
14167126.2.3 11
limitation, the following information of Applicant and its Facility or Vessel: business contact
information, the name; location; relationship(s) with other producers, suppliers, endorsers,
marketplace partners or other third parties; species harvested or produced; products produced;
production volumes; date certified and certification renewal date; copies of the CB Certificate; and
the BAP or BSP validation letter.

Notwithstanding the foregoing, Applicant hereby acknowledges and agrees that information
provided to GSA or CB via GSA’s website shall be governed by the website Terms of Use and
Privacy Policy, as set forth in Section 7.1 below.

7.0 USE AND ACCESS TO THE GSA WEBSITE: You are required to register and create a
GSA account (“Account”) on the GSA website in order to participate in the Program. You are solely
responsible for maintaining the confidentiality and security of your Account and for all activities that
occur on or through your Account, and you agree to immediately notify GSA of any security breach
of your Account. GSA shall not be responsible for any losses arising out of the unauthorized use of
your Account.

You agree to provide accurate and complete information when you register and create an Account
in order to participate in the Program, and you agree to update your Account information to keep it
accurate and complete. You agree that GSA may store and use your Account information for
maintenance and billing purposes and in any other way not prohibited by this Agreement.

7.1 Website Terms of Use and Privacy Policy: You hereby acknowledge and agree
that any and all use of and access to, and all information submitted through, the GSA website
(including information submitted through your Account) is subject to the GSA website Terms of
Use and Privacy Policy, each of which is posted on GSA’s website and each of which GSA may
change at any time in its sole discretion. You will comply with, and will cause your employees,
representatives, agents, and subcontractors to comply with the website Terms of Use.

8.0 INTELLECTUAL PROPERTY

You hereby acknowledge and agree that GSA, the GSA logo, and other GSA trademarks,
certification marks, service marks, graphics, and logos used in connection with the GSA Program
are marks or registered marks of GSA in the U.S. and/or other countries. You further acknowledge
and agree that other trademarks, certification marks, service marks, graphics, and logos used in
connection with the GSA may be the trademarks of their respective owners.

You are granted no right or license with respect to any of the aforesaid marks and any use of such
marks, except as expressly provided herein.

8.1 Use of Certification Marks: GSA is the sole and exclusive owner of all versions
of the BAP and BSP certification marks outlined in the GSA trademark guidelines (collectively, "the
Licensed Marks"), which are used in connection with the BAP and BSP Programs. GSA has the
14167126.2.3 12
sole power and authority to grant Applicant a license to use the applicable Licensed Marks on or in
association with the Program. GSA is willing to permit Applicant to use the Licensed Marks
subject to the terms and conditions described in this Agreement and the GSA trademark
guidelines, which may be revised from time to time in GSA’s sole discretion. Applicant agrees
that it will comply with the terms and conditions of this Agreement and the GSA trademark
guidelines, which may be revised from time to time in GSA’s sole discretion.

8.1.1 License: Upon Applicant’s receipt of (i) GSA’s written or electronic notice
that its Facility or Vessel has been successfully enrolled in the Program, and (ii) CB’s official
certificate that delineates the parameters of said certification, and subject to Applicant’s and its
Facility’s or Vessel’s continued compliance with this Agreement, the applicable Certification
Standard, GSA’s rules, practices and procedures, and the GSA trademark guidelines, GSA grants
to Applicant a limited, non-exclusive, non-sublicensable, non-assignable, non-transferable, royalty-
free and revocable license to use the Licensed Marks throughout the world for the period of time
specified in Section 8.1.2 in connection with the marketing, sale, distribution, and display of
products produced or harvested by the certified Facility or Vessel in compliance with the applicable
Certification Standard. Applicant understands and agrees that, depending on its product and/or
customer category, it is permitted to use only certain of the Licensed Marks as set forth in the GSA
trademark guidelines.

No rights are granted herein to Applicant other than the license delineated in this Section and GSA
expressly reserves all other rights. Applicant acknowledges that all right, title and interest in and to
the Licensed Marks is owned by GSA. Applicant agrees it will do nothing inconsistent with such
ownership and all use of the Licensed Marks shall inure to the benefit of GSA. Applicant agrees
that it will not challenge the validity, ownership or registration of the Licensed Marks. Applicant
further agrees that it will not apply to register or use any mark which is confusingly similar to the
Licensed Marks as a certification mark, trademark, trade name, domain name or as a user name
or handle in connection with any social media accounts, and will execute any documents, provide
proofs of use, and take any other actions which are reasonably required to confirm GSA’s
ownership of the Licensed Marks and to support GSA’s registration thereof.

8.1.2 Duration: As noted above, Applicant’s license to use the Licensed

Marks shall commence upon Applicant’s receipt of (i) GSA’s written or electronic notice that its
Facility or Vessel has been successfully enrolled in the Program, and (ii) CB’s official certificate
that delineates the parameters of said certification, and shall continue so long as Applicant and its
Facility or Vessel remain in compliance with this Agreement, the applicable Certification Standard,
GSA’s rules, practices and procedures, and the GSA trademark guidelines, each which may be
amended from time to time in GSA’s sole discretion.

8.1.3 Use of Licensed Marks: Applicant undertakes that the quality of all

14167126.2.3 13
materials bearing the Licensed Marks shall be of the same quality set forth in the GSA trademark
guidelines and of such style, taste and appearance as is reasonably necessary to maintain the
goodwill of GSA in the Licensed Marks. At GSA’s request, Applicant agrees to provide GSA with
samples of uses of the Licensed Marks, including on websites, signage, print and electronic
materials, packaging, labels, advertising, trade materials and any other promotional materials that
utilize, incorporate or make reference to the Licensed Marks ("Promotional Materials"). Applicant
agrees to make any changes that GSA requests to ensure that the Licensed Marks are used
properly and in accordance with the GSA trademark guidelines.

Applicant agrees to utilize the Licensed Marks in accordance with the terms and conditions of this
Agreement and the GSA trademark guidelines, each of which may be amended from time to time
by GSA in its sole discretion. A current version of the GSA trademark guidelines will be posted on
the GSA website. Applicant has an obligation to check the GSA website frequently for the current
version of the GSA trademark guidelines.

If Applicant also sells products that are not harvested or produced by the certified Facility or
Vessel in compliance with the applicable Certification Standard, Applicant will ensure that any
and all such products do not display the Licensed Marks and are not marketed, sold,
packaged, distributed or displayed in a way that implies that such products are included in the
Program.

8.1.4 Categories of Use: Applicant shall refer to the GSA trademark guidelines
for specifics regarding all aspects of permissible use of the Licensed Marks, including, but not limited
to, the Licensed Marks’ size, placement on packaging, use in marketing materials, etc.

8.1.5 Audit Rights: Applicant shall maintain and keep true, accurate and
complete books and records with respect to all of its activities relating to its use of the Licensed
Marks during the term of this Agreement. GSA shall have the right to inspect and make copies of
such books and records at any time and from time to time during the term of this Agreement, as
set forth in Section 5.1 above, and for a period of one (1) year after expiration or termination of this
Agreement.

8.1.6 Infringements: Applicant shall immediately notify GSA if Applicant

becomes aware of any unauthorized use, misuse, or proposed misuse, whether intentional or
unintentional, by themselves or any other party, of the Licensed Marks, or any use or registration
of or the filing of any applications to register any marks or any indicia confusingly similar to the
Licensed Marks. GSA shall have the sole right and discretion to bring infringement, unfair
competition, and other relevant proceedings involving such use, and to receive all damages
and settlement proceeds as a result, and Applicant shall cooperate with GSA’s efforts in
such proceedings.

14167126.2.3 14
 8.1.7 Termination: As referenced in Section 14 below, either party may
terminate this Agreement by giving written or electronic notice to the other in the event of a
“material breach” by the other party of this Agreement that is not cured within thirty (30)
days after such written or electronic notice is given. For avoidance of doubt, persistent breach
by Applicant of the GSA trademark guidelines shall constitute a material breach of this
Agreement. Other examples of material breaches shall include, but are not limited to: (i)
Applicant’s use of the Licensed Marks inconsistent with or otherwise contrary to the license
granted under this Agreement; (ii) Applicant's challenge of GSA’s ownership of the Licensed
Marks or the validity of the Licensed Marks; or (iii) the failure of any of Applicant's products
bearing the Licensed Marks, or marketed using the Licensed Marks, to meet the applicable
Certification Standard. GSA may also terminate this Agreement immediately upon written or
electronic notice to Applicant if it determines in its sole discretion that the Applicant's use of the
Licensed Marks may reasonably lead to legal liability on the part of GSA or may result in harm to
the Program.

Upon termination of this Agreement for whatever reason, Applicant, at its sole expense, shall
immediately cease all uses of the Licensed Marks. GSA may review Applicant’s Promotional
Materials and inspect its facilities and records to ensure that all use of the Licensed Marks has
ceased. Notwithstanding the foregoing, so long as termination was not for Applicant’s breach of
this Agreement, to the extent that Applicant has inventory bearing the Licensed Marks in existence
at the date of termination of this Agreement, and such inventory was produced in the ordinary
course of this Agreement by a certified Facility or Vessel in compliance with the Certification
Standards, then such inventory may be used by Applicant for an additional one hundred and
eighty (180) days after the date of termination, provided that such use is subject to, and must be
in accordance with, the terms and conditions in this Agreement governing use of the Licensed
Marks.

9.0 DISCLAIMER OF WARRANTIES

9.1 DISCLAIMER OF WARRANTIES: GSA’S PROGRAM, CERTIFICATION
STANDARDS AND ANY PRODUCTS OR SERVICES RELATED THERETO ARE PROVIDED TO
APPLICANT "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY
KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GSA EXPRESSLY
DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, WITH RESPECT TO GSA’S PROGRAM, CERTIFICATION STANDARDS AND
ANY PRODUCTS OR SERVICES RELATED THERETO, INCLUDING ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING,
COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO
THE FOREGOING, GSA PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO
REPRESENTATION OF ANY KIND THAT THE PROGRAM, CERTIFICATION STANDARDS AND

14167126.2.3 15
ANY/ALL PRODUCTS OR SERVICES RELATED THERETO WILL MEET THE APPLICANT’S
REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, COMPLY WITH ANY OTHER
GOVERNMENTAL AND/OR NONGOVERNMENTAL RULES, REGULATIONS, STATUTES,
ADMINISRATIVE REQUIREMENTS, SCHEMES, WHETHER MANDATORY OR VOLUNTARY,
OR THAT ANY ERRORS OR DEFECTS IN GSA’S PROGRAM, CERTIFICATION STANDARDS
AND/OR ANY PRODUCTS OR SERVICES ASSOCIATED THEREWITH CAN OR WILL BE
CORRECTED.

10.0 WAIVER AND INDEMNITY

BY APPLYING TO AND/OR PARTICIPATING IN THE GSA PROGRAM, YOU AGREE, TO THE
EXTENT PERMITTED BY LAW, TO DEFEND, INDEMNIFY AND HOLD GSA, ITS DIRECTORS,
OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS
HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF THIS AGREEMENT, OR
YOUR APPLICATION AND/OR PARTICIPATION IN THE PROGRAM. YOU CANNOT SUE OR
RECOVER ANY DAMAGES FROM GSA, ITS DIRECTORS, OFFICERS, EMPLOYEES,
AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF OR IN
CONNECTION WITH YOUR APPLICATION AND/OR PARTICIPATION IN THE PROGRAM.

10.1 WAIVER, DISCHARGE, AND COVENANT NOT TO SUE FOR GSA’S

NEGLIGENCE: GSA operates voluntary certification programs for companies involved in the
aquaculture industry and in the wild-caught fisheries industry. In this regard, GSA promulgates,
publishes, amends and/or republishes its Certification Standards, or best practices, for facilities
and vessels engaged in aquaculture or aquaculture-related activities, as well as facilities and
vessels engaged in wild-caught fisheries or related activities. The Certification Standards are
based upon its determination of best practices at the time it promulgates, publishes, amends
and/or republishes such Certification Standards. These Certification Standards are verified by
accredited CBs who have been approved by GSA based upon representations made by them
during the application process, and thereafter. The CBs independently assess facilities and
vessels located in countries throughout the world. These facilities and vessels are subject to the
laws and regulatory schemes of their respective jurisdictions, as well as regional and/or
international regulatory or trade agreements. GSA thereafter reviews the CB’s written or electronic
findings and determines if a facility or vessel is complying with the applicable Certification Standard
and is eligible to participate in the applicable Program. GSA also takes action to ensure each
Program participant adheres to the applicable Certification Standard, as well as this Agreement
and any of GSA’s policies, procedures, regulations, and rules. GSA manages information, and
maintains and updates a website that provide a wide range of up-to-date information regarding
companies, facilities, vessels, and other aquaculture-related and wild-caught fishery related
resources.

While GSA seeks to avoid acting negligently, it may not always be able to do so, given the broad
scope of GSA’s activities, and the wide degree of discretion it exercises in operating its Certification
14167126.2.3 16
Programs. Applicant or its Facility or Vessel may suffer economic or non-economic damages as a
result of GSA’s negligent acts, especially insofar as Program participants and other companies or
individuals may rely upon integrity of the Program, and the Facility’s or Vessel’s status within the
applicable Program, in initiating, consummating, or continuing business relationships.

THEREFORE, IN CONSIDERATION OF APPLICANT AND ITS FACILTY’S OR VESSEL’S

VOLUNTARY PARTICIPATION IN THE GSA CERTIFICATION PROGRAM, APPLICANT
RELEASES, WAIVES, DISCHARGES AND COVENANTS NOT TO SUE GSA, ITS AGENTS,
EMPLOYEES, DIRECTORS, AND OFFICERS FROM ANY AND ALL LIABILITY FOR
PERSONAL INJURY OR PROPERTY DAMAGE, OR LIABILITY FOR ANY DIRECT, INDIRECT,
INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES WHICH RESULTS IN
ANY WAY FROM GSA’S ACTS OR OMISSIONS TO ACT, WHETHER NEGLIGENT, GROSSLY
NEGLIGENT OR OTHERWISE. APPLICANT AFFIRMATIVELY STATES THIS AGREEMENT IS
NOT CONTRARY TO PUBLIC POLICY, AND NO SPECIAL RELATIONSHIP OR DISPARITY IN
BARGAINING POWER EXISTS BETWEEN THE PARTIES AND THAT, BUT FOR THIS
AGREEMENT AND THIS PARAGRAPH, GSA WOULD NOT BE ABLE TO ENTER INTO THIS
BUSINESS RELATIONSHIP. APPLICANT FURTHER AFFIRMATIVELY STATES THAT IT
UNDERSTANDS THE IMPORT OF THIS AGREEMENT AND THIS PARAGRAPH, AND THAT A
REASONABLE PERSON IN ITS POSITION WOULD UNDERSTAND THE IMPORT OF THIS
AGREEMENT. APPLICANT AFFIRMATIVELY STATES THAT APPLICANT’S CLAIMS WERE
WITHIN THE CONTEMPLATION OF THE PARTIES WHEN THEY EXECUTED THIS
AGREEMENT.

11.0 CERTIFICATION OF PRODUCTION PROCESS: Each GSA Program is intended to

demonstrate that the Facility or Vessel is adhering to the applicable Certification Standard.
Applicant’s and its Facility’s or Vessel’s certification and participation in the Program, including
authorized use of the Licensed Marks, is not intended to certify, endorse, or guarantee the
condition, quality, grade, weight, or any other indicator of food safety or quality of any wild-caught
or aquaculture product.

12.0 HOLD HARMLESS AGREEMENT: Applicant agrees to hold GSA and its directors, officers,
agents and employees forever free and harmless with respect to any claims arising from any
alleged violation of the terms and conditions of this Agreement or any alleged violation occurring
during Applicant’s and/or its Facility’s or Vessel’s application or participation in the Program. In
addition, Applicant agrees to hold GSA and its directors, officers, agents and employees forever
free and harmless with respect to any claims pertaining to alleged deficiencies in product quality,
product safety, suitability for human consumption, or related claims made against Applicant or in
connection with Applicant’s Facility or Vessel, or against any customer, distributor, importer, or
agent of Applicant.

14167126.2.3 17
13.0 ARBITRATION OF DISPUTES: Any dispute, controversy or claim arising out of or relating
to this Agreement or the breach, termination or validity thereof ("Dispute"), shall be submitted to
mandatory, final and binding arbitration before the American Arbitration Association in accordance
with International Dispute Resolution Procedures in effect at the time of filing of the demand for
arbitration, with the arbitration administered by the American Arbitration Association, subject to the
provisions of this Section, pursuant to the United States Federal Arbitration Act, 9 U.S.C., Section1
et seq.

13.1 Selection and Number of Arbitrators: There shall be a panel of three (3)
arbitrators. Each party shall select one arbitrator and the parties shall make a good faith attempt
to agree on the third arbitrator. If the parties cannot agree on the third arbitrator, s/he shall be
selected by two arbitrators previously selected by the parties. Each arbitrator shall be an individual
with significant education, training or experience in aquaculture or wild-caught fishery certification
schemes (as applicable) or other comparable schemes.

13.2 Language and Place of Arbitration: The language of the arbitration shall be
English. The place of arbitration shall be Portsmouth, New Hampshire, USA.

13.3 Exclusivity of Arbitration and Award: The arbitration shall be the sole and
exclusive forum for resolution of the Dispute, and the award shall be in writing, state the reasons
for the award and be final and binding. Judgment thereon may be entered in any court of
competent jurisdiction.

13.4 Pre-Arbitral Injunctive Relief: By agreeing to arbitration, the parties do not

intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral
attachment, or other order in aid of arbitration proceedings and the enforcement of any award.
Without prejudice to such provisional remedies as may be available under the jurisdiction of a
court, the Arbitrators shall have full authority to grant provisional remedies and to direct the parties
to request that any court modify or vacate any temporary or preliminary relief issued by such court,
and to award damages for the failure of any party to respect arbitral orders to that effect. In any
such judicial action: (i) each of the parties irrevocably and unconditionally consents to the
exclusive jurisdiction and venue of the federal or state courts located in Concord, New Hampshire,
USA (the "New Hampshire Courts") for the purpose of any pre-arbitral injunction, pre-arbitral
attachment, or other order in aid of arbitration proceedings, and to the non-exclusive jurisdiction of
such courts for the enforcement of any judgment on any award; (ii) each of the parties irrevocably
waives, to the fullest extent they may effectively do so, any objection, including any objection to the
laying of venue or based on the grounds of forum non conveniens or any right of objection to
jurisdiction onaccount of its place of incorporation or domicile, which it may now or hereafter have to
the bringing of any such action or proceeding in any New Hampshire Courts; and (iii) each of the
parties irrevocably consents to service of process by first-class certified mail, return receipt

14167126.2.3 18
requested, postage prepaid.

13.5 Payment of Costs, Fees & Expenses: Each party shall equally bear the fees
and expenses of the arbitration, excluding attorneys’ fees and experts' fees. The Arbitrators, in the
Arbitration Award, may re-allocate and award attorneys’ fees and experts’ fees to the prevailing
party.

13.6 Confidentiality: Except as may be required by law, the parties shall preserve the
confidentiality of all aspects of the arbitration, and shall not disclose to a third party (other than
disclosure to affiliate(s) of a party on a need-to-know basis and such affiliate(s) are informed of the
confidential nature of such information and are instructed to keep such information confidential), all
information made known and documents produced in the arbitration not otherwise in the public
domain, all evidence and materials created for the purpose of the arbitration, and all awards arising
from the arbitration, except, and to the extent that disclosure is required by law or regulation, is
required to protect or pursue a legal right or is required to enforce or challenge an award in legal
proceedings before a court or other competent judicial authority.

14.0 TERM AND TERMINATION OF AGREEMENT: This Agreement will become binding
upon both parties at the time you acknowledge your acceptance of the terms herein by executing
this Agreement below. This shall be known as the Effective Date. This Agreement will remain in
effect until all Facility and Vessel certifications issued by GSA pursuant to this Agreement have
been terminated, or the Agreement is otherwise terminated pursuant to the terms herein. For
avoidance of doubt, all Facility and Vessel certifications in effect at the time this Agreement is
terminated will automatically be terminated.

14.1 Termination: Either party may terminate this Agreement by giving written or
electronic notice to the other in the event of a material breach by the other party of this
Agreement which is not cured within thirty (30) days after such written or electronic notice is
given. Either party may terminate this Agreement for no cause upon ninety (90) days
written or electronic notice to the other party.

Either party may terminate this Agreement upon written or electronic notice if the other party is
unable to pay its debts as they fall due, commences negotiations with its creditors with a view to
an adjustment of its debts or any step is taken or proceeding commenced (and is not dismissed
or stayed within thirty (30) days of the institution thereof) for its bankruptcy, winding-up,
liquidation, receivership, administration or protection or relief from creditors or any distress or
execution on its property. In any such event the other party (i.e., the first party specified in this
paragraph) may immediately terminate this Agreement at any time after such event by giving
written or electronic notice.

15.0 APPLICABLE LAW: The English language version of this Agreement is the official text
for questions of interpretation. This Agreement is governed by and construed in accordance with
14167126.2.3 19
the internal laws of the State of New Hampshire without giving effect to any choice or conflict of law
provision or rule that would require or permit the application of the laws of any jurisdiction other
than those of the State of New Hampshire. Subject to the arbitration provisions in Section 13,
above, any legal suit, action or proceeding arising out of, or related to, this Agreement shall be
instituted in the federal courts of the United States or the courts of the State of New Hampshire in
each case located in the city of Concord and county of Merrimack, and each party irrevocably
submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of
the parties irrevocably consents to service of process by first-class certified mail, return receipt
requested, postage prepaid.

16.0 MODIFICATIONS; WAIVER; BARGAINED-FOR EXCHANGE: This Agreement

supersedes all prior discussions and writings and constitutes the entire agreement between the
parties with respect to the subject matter hereof. GSA may revise this Agreement from time to
time and, in such event, will notify you of such change (which may be an electronic notification
within your GSA Account and/or via an email to the last known email address you have provided to
GSA, and will request your assent to such modifications. By downloading and executing the
revised Agreement, or by otherwise manifesting your assent when presented with an opportunity
to review either the specific change or the revised Agreement electronically (e.g., by clicking “I
Agree”), you agree to be bound by the revised Agreement. If you do not agree to the revised
Agreement, your choice is to terminate this Agreement and discontinue participation in the
Program. The most current version of this Agreement will always be available on the GSA website.

No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth
in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no
failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this
Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The parties expressly agree
this Agreement represents a bargained-for exchange of mutual promises and obligations, made at
arms-length, between parties with equal bargaining power. Consequently, this Agreement shall not
be characterized as a contract of adhesion and therefore any ambiguities in this Agreement shall
not, by operation of law, be construed against the drafter thereof.

17.0 SEVERABILITY: If any provision of this Agreement is found to be void, illegal, or

unenforceable, then that provision will be severed from this Agreement, and the remaining
provisions will remain in full force and effect.

18.0 HEADINGS: The headings in this Agreement are for reference only and do not affect the
interpretation of this Agreement.

19.0 ASSIGNMENT: Applicant shall not assign, transfer, subcontract, sub-license or in any
14167126.2.3 20
other manner transfer to any third party the benefit and/or burden of the whole or part of this
Agreement or purport to do any of the same without the prior written consent of GSA, which may
be withheld in GSA’s sole discretion.

[signature page follows]

14167126.2.3 21
IN WITNESS WHEREOF, intending to be bound, the parties have executed this
Agreement.

Applicant:

By:
Name:

Title:

Date:

14167126.2.3 22
 IMPROVER PROGRAM ADDENDUM
GSA operates certain improver programs for Facilities and Vessels that do not meet the
applicable Certification Standard, but are working toward full compliance with such
Certification Standard. International buyers and retailers generally recognize such
improver programs and will purchase from Facilities and Vessels engaged in such
programs. GSA’s improver programs begin with a self-assessment against the applicable
BAP or BSP standard via the BAP or BSP application in order to identify the areas that
may need improvement. The GSA office will examine this self-assessment and agree with
the Facility or Vessel on the amount of time for these improvements to be made and the
next steps of certification. After evaluation of application, Applicant will be given a
timeline to follow; this timeline ranges from 6 months to 3 years; Facilities and Vessels in
an improver program may transition into being a BAP- or BSP-Certified Facility or Vessel
before transition date, but time in an improver program cannot be extended. Improver-
program Facilities and Vessels are listed on the GSA website.

In addition to the terms and conditions of the Certification Agreement applicable to all
Applicants and their Facilities and Vessels, improver-program Facilities and Vessels have
one additional clause and one different clause as detailed below:

GSA reserves the right to revoke improver-program status where Applicant fails to
fully comply with all GSA requirements. Determination of such material breach of this
Agreement shall be at the absolute discretion of GSA. Notice of revocation shall be by fax
or email or by Commercial Courier Service, such as Federal Express, DHL, or comparable
service, and delivered to the last known address of Applicant. Upon such revocation
GSA will remove Applicant from the applicable improver-program website listing.

What this means: improver-program Facilities and Vessels are required to submit regular
reports and evidence of the improvements being undertaken, as highlighted during the
initial assessment. If these submissions are not made according to the agreed timeframe,
GSA reserves the right to revoke improver-program status.

Improver-program Facilities and Vessels are obliged to pay an Application Fee and
50% of the Audit Fee upon application, and the remaining 50% of the Audit Fee
upon arranging (but prior to) the CB audit. Application and Audit Fees are non-
14167126.2.3 23
refundable.

What this means: Under this ‘audit fees’ section improver-program Facilities and Vessels
are obliged to pay 50% of their future certification audit cost upon registering for the
program. The remaining 50% does not have to be paid until the Facility or Vessel is ready
to schedule its official audit with the assigned Certification Body.

14167126.2.3 24