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CERTIFICATION BODY LICENSE AGREEMENT

(the “Agreement”)

dated

is between

BevVeg International LLC
3801 PGA Blvd, Suite 600
Palm Beach Gardens, FL 33410
Represented by
Carissa Kranz

and

Hereinafter “Company”

individually a “Party” and together the “Parties.”

RECITALS

BeVeg International LLC (hereinafter “BeVeg”) has developed a proprietary, comprehensive system of processes and controls and systems designed to lend consumer transparency and trust in the BeVeg vegan certification logo.

Company is an international certifying body looking to expand into the vegan sector and vegan product industries. Company desires to obtain an non-exclusive license from BeVeg to provide the Licensed Services (as defined below) in Territory, and BeVeg agrees to grant such license to Company subject to the terms and conditions of this Agreement.

AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

Certification Agreements – means agreements entered into between Company and Registrants for provision of the Licensed Services.

Chain of Custody - means the whole supply chain from the producer to the retailer and requires the segregation of BeVeg certified products from BeVeg-non certified in accordance with the BeVeg vegan standard as defined.

Database – means the database hosted by BeVeg and Company and used by the Parties for registration and record-keeping relating to Registrants, including the BeVeg consumer app, which will evolve and add registrants as they are added.

Vegan Standard - means the BeVeg vegan standard as defined and accredited, with the most updated version always prevailing.

Data Collection - means the collection of data specific to the BeVeg system of requirements used to adhere to the BeVeg “vegan standard,” as defined above, which the parties involved will follow pursuant to this Agreement.

Data Processing - means the recording, alteration, transfer, blocking and erasure of Personal Data in accordance with applicable regulations and laws.

Data Use - means any utilization or disclosure of Personal Data related specifically to the BeVeg system for vegan certification, the parties involved, or related activities being undertaken by Company pursuant to this Agreement.

IIT – means the Integrity Investigation Team used by Company to certify Vegan for purposes of licensingthe BeVeg vegan logo to registrants.

Integrity Assessments – means inspections and audits by BeVeg, or authorized representatives, of Company’s premises’ and in certified Registrants’ premises, to verify compliance of Company with the BeVeg system of vegan standardization and control.

Integrity Program – means the BeVeg Vegan Integrity Program, which is a part of the BeVeg system of certification and is designed to ensure the consistent delivery and execution of the BeVeg system worldwide through approved certification bodies.

Licensed Services – means inspection, audit, information gathering, supplier ingredient research, approval and certification provided by Company to a Registrant utilizing the BeVeg system for certification.

Personal Data - means any information concerning the personal or material circumstances of an identified or identifiable person.

Registrant – means those producers, producer groups, producer organizations, sales organizations, packers, resellers, traders, and manufacturers that produce or commercialize product products and undergo inspection, audit, and certification activities with Company.

Registration (or Certification) Number – means a unique number assigned to each Registrant for product identification and traceability purposes.

BeVeg system – has the meaning set forth in the Recitals to adhere to the BeVeg vegan standard as defined by BeVeg.

APP - BevVeg consumer application cataloguing vegan products, available for download in the Android and Apple App Store as “BevVeg.”.

Territory – All Countries

Trademarks - means the names, logos (including QR Code logos) and trademarks or service marks owned by or validly licensed to Company by BeVeg.

2. Grant of License
2.1 During the Initial Term of this Agreement, BeVeg hereby grants to Company a non-exclusive, non-transferable (subject to Section 5.1(n)) license, within the Territory, to: (a) use the Trademarks; (b) enter into Certification Agreements with Registrants; (c) enter Registrant and product information provided by Registrant’s into the Database; and (d) conduct the Licensed Services.

2.2 The Parties may from time to time amend this license and add products and certain further Licensed Services to this license by written amendment (extension or reduction) to this Agreement.

3. Limitations on Use and Quality Control
3.1 Company shall ensure that the nature of performance and quality of the Licensed Services does not violate the framework and rules of the BeVeg system and contract for logo use, and that all uses of the Trademarks in all advertising, promotional and other forms of media shall be pre-approved in writing by

BeVeg. Company shall reasonably cooperate with BeVeg in protecting BeVeg’s rights, title and interest in and to the Trademarks and the system .

3.2 Company shall use the Trademarks solely in the manner provided by BeVeg and Company shall not alter, modify, or distort it in any way.

3.3 Company shall indicate ™ when using the Trademarks on marketing to others.

3.4 When requested by BeVeg, Company shall submit to BeVeg for approval, representative samples of its advertising and promotional materials using the Trademarks, as well as logo use before packaging print for applicant certified product hopefuls.

3.5 Company shall not alter official BeVeg advertising or promotional materials for the Licensed Services without prior written approval.

3.6 Company shall advertise and promote the BeVeg system and Licensed Services in accordance with all applicable national, state, provincial, local, or other laws and regulations. BeVeg approval of any sample advertising or promotional materials is not to be construed to mean that BeVeg has determined that the advertising or promotion conforms to the laws or regulations of any jurisdiction.

3.7 Company shall not use the Trademarks in any manner that could be construed as distasteful, offensive, controversial, or otherwise negatively affects the BeVeg brand.

3.8 The Trademarks licensed hereunder are the sole property of BeVeg. During the term of this Agreement and thereafter, Company shall not contest BeVeg’s title to the mark, or aid others in contesting or opposing the validity of the Trademarks or this Agreement; and that all uses of the Trademarks by Company inures to the benefit of BeVeg.

3.9 Company shall provide documents and information reasonably requested by BeVeg with respect to activities required to maintain BevVeg’s rights in the Trademarks, and to confirm BeVeg’s ownership of those rights. Company shall reasonably cooperate with BeVeg in obtaining and maintaining applications and registrations as may be required.

3.10 BeVeg shall maintain the Trademarks and defend them legally if challenged by third parties. Company shall not be permitted to pursue infringements or dilutions of the Trademarks by third parties. Company shall, upon becoming aware and without undue delay, inform BeVeg of any utilization or application of BeVeg’s Trademarks by any third party likely to be confused with the Trademarks of BeVeg.

3.11 Company shall make provisions that each Registrant promptly informs Company of any interim injunction or claim for damages of third parties caused by the utilization of the Trademarks. Company shall upon becoming aware inform BeVeg about such proceedings. BeVeg shall use its reasonable efforts to assist and defend Company and Registrant in defending against such claims.

Each party will retain all its rights, title and interest in any and all inventions (including, but not limited to, discoveries, ideas, or improvements, whether patentable or not) owned by it prior to this Agreement. Further, except as expressly provided herein, no license or right is granted hereby to a party, by implication or otherwise, with respect to or under any patent application, patent, claims of patent or proprietary rights of the other Party.

4. BeVeg Standards, Registration, Inspection and Certification

4.1 BeVeg shall be responsible for maintaining the BeVeg Standard to be followed within Territories.

4.2 BeVeg shall compile informational materials concerning the documents for the relevant approved standards and make these available to Company. Company shall transfer this information, including updates, to Registrants without unreasonable delay.

4.3 BeVeg shall participate in the development of its standards for the identification and traceability of products in the product chain and will inform Company of these accordingly. Company shall transfer this information to Registrants within (2) two weeks.

4.4 BeVeg may offer informational services to the Registrants, if requested by Registrants or Company, regarding the application of the BeVeg system and any further questions that Registrants may have concerning the BeVeg standards and certification system.

4.5 Company shall be responsible for carrying out the registration, verification, information gathering, supplier research, or inspection and certification activities in compliance with the relevant BeVeg standards and/or other requirements as specified in this Agreement. BeVeg can, as a part of the Integrity Program, confirm that the Chain of Custody of product under assessment have been recorded, accounted for, and not tampered with.

4.6 When Company enters Registrants into the Database, Company shall be responsible for confirming the registration to the Registrant and informing them of the Registration Number which has been assigned by the Database to the Registrant. Certificates should communicate with the BeVeg centralized system database.

4.7 If, while registering or updating Registrant data, Company detects that any information supplied by the Registrant is inconsistent with registration information previously recorded and saved in the Database, Company shall be responsible for working with the Registrant to take all appropriate actions to ensure that the correct information is entered.

4.8 Any objective evidence that indicates that a Registrant has been misusing the BeVeg Trademarks and/or the BeVeg system shall lead to the exclusion of the Registrant from the BeVeg certification framework for twelve (12) months after evidence of misuse. As soon as Company becomes aware of the misuse, Company shall communicate with BeVeg regarding such events. The Registrants will be listed as excluded and Company shall check this list before registration in the BeVeg Database.

4.9 The verification, inspection, and audit activities of Company are to be carried out at the respective registered production sites of the Registrant and, to the extent relevant, at their relevant administrative sites, and according to BeVeg training programs.

4.10 Company shall issue a certification or verification/approval/certification instrument after a positive evaluation decision following the deadlines of the applicable BeVeg system requirements and at the same time register the certification or verification/approval in the Database. Company shall enter or transfer the verification/inspection/audit checklist and results as well as relevant Registrant registration and status data in the Database for BeVeg to access and maintain files within the universal BeVeg system.

4.11 If Company, during an inspection or verification, detects that a Registrant does not comply with the relevant BeVeg certification requirements, it shall take appropriate action as outlined in BeVeg sanction or corrective action requirements, as outlined in logo use guidelines and signed contracts. If measures have been taken by Company according to the applicable list of sanctions, then Company shall verify whether they have been complied with and are effective.

4.12 BeVeg and any agent commissioned by BeVeg is entitled to participate, upon prior notice, in verifications, inspections or audits carried out by Company.

5. Licensee Process and Training Requirements
5.1 Company agrees to:

(a) Comply with all requirements of the BeVeg Certification Procedures. Submit the Standard Operating Procedures, audit plan, staff training manuals, client contract, fee schedule and any BeVeg ‐specific documents that Company staff will use to assess sites, and gather ingredient supplier, process and manufacturing information to certify vegan in accordance with the BeVeg Vegan Standard.

(b) Designate at least one internal representative to be responsible for the BeVeg system and act as the primary contact with BeVeg.

(c) Submit and obtain BeVeg approval of an internal Company Staff Training Program for all auditors working with the BeVeg system, to be led by the internal representative.

(d) Have each auditor complete the BeVeg mandated training program.

(e) Perform at least two Registrants certifications with BeVeg review, with copies interacting with and submitted to BeVeg universal system and database in exchange for certificate.

(f) Provide the certification or renewal information of each Registrant on a monthly basis.

(g) Send information for all certified products to BeVeg immediately upon issuance of the BeVeg certificate.

(h) Be responsible for the accuracy of reporting data.

(i) Company will make available the name and contact information of certified Registrants to BeVeg in order to make it available publicly through the BeVeg website, and free consumer app.

(j) Ensure that all Registrants undergoing certification understand that this information can be made public on the BeVeg website, and that they shall advise in writing if they do not want to be listed.

(K) Promptly advise BeVeg of any issues that may affect their validity to certify (e.g., suspension or cancellation of accreditation or license for other standards).

(l) Promptly advise BeVeg of any changes to their certification procedures.

(m) Issue sub-license rights with respect to BeVeg Trademarks to Registrants holding valid certification.

(n) Require logo artwork approval prior to public use. Company agrees to follow logo use guidelines provided by BeVeg.

(o) Pay all fees promptly.

5.2 Certain expertise is required for auditing and certifying BeVeg certified Registrants. The following personnel qualifications supersede those relevant in the BeVeg Accreditation and Certification Procedures and ISO 17065. The internal representative for all areas of the BeVeg system shall have:

(a) A degree or demonstrated professional experience in certification processes.

(b) At least five (5) years of qualified technical experience in the area being audited. Completion of the ISO level, ISO benchmarked, Company or BevVeg lead auditor training.

(c) Participation in shadowed assessments, if necessary to understand vegan scope.

(d) For each standard certification decision, all involved personnel are able to demonstrate an understanding of the production methods, ingredient research, potential issues, and risks specific to the Registrant’s local industry/business sector. Relevant education and/or work experience can be used.

(e) For each standard certification decision, all personnel have knowledge of product ingredients, manufacturing, processes, practices; principles employed, and techniques used to packaging; and Company’s procedures, which adopt the BevVeg vegan standard.

(f) Each auditor is able to demonstrate an understanding of the principles and criteria of the standard and other normative documents.

(g) Each auditor is able to demonstrate the ability to interview stakeholders without compromising confidentiality.

(h) Each auditor is able to use BeVeg approved checklists and produce written reports that are clear, accurate, and that articulate the audit findings in relation to the standard.

5.3 Both parties shall supply information and cooperate with each other with respect to each of the Registrants who have been certified or are going through the certification process.

6. Data Collection

Data Collection is an important part of the mission of BeVeg, as it will help set regional and global benchmarks, and inform the future development of the standard.

6.1 Company agrees to accept feedback through client questionnaires and provide responses to BeVeg.

6.2 Company agrees to submit reports to BeVeg detailing non‐conformance by Registrants under the BeVeg system, for analysis to improve the standards and identify training needs.

6.3 All Personal Data collected, processed or used shall only be used for the purposes of this Agreement and shall not be further processed or disclosed without the Registrant’s prior consent.

6.4 Company shall comply with all reasonable requests by BeVeg, and its representatives who are subject to reasonable and appropriate confidentiality undertakings being given by BeVeg or its representatives to assess Company’s Data Collection, Data Processing and Data Use activities, facilities, processes and procedures, documents, resources and equipment to enable BeVeg to verify that Company is complying fully with its obligations under this Agreement. For these purposes, Company shall allow BeVeg or its representatives reasonable access to the premises that it occupies or other locations at which any Personal Data related to the licensing services is being held and processed at that time to enable such assessment shall be carried out. Undertaking any such inspection by BeVeg shall not be deemed to release Company from any liability for violations of applicable data collection, processing and use laws and regulations.

6.5 Company will provide BeVeg with full cooperation and assistance to ensure that Company complies with its requirements and obligations in accordance with applicable data protection laws and regulation, including without limitation, by:

(a) notifying BeVeg within ten (10) business days if it receives a subject access request from a Registrant to have access to its Personal Data and at the same time providing full details and a copy of such request;

(b) notifying BeVeg within ten (10) business days of any complaint received from a Registrant about the processing of its Personal Data and providing at the same time BeVeg with full details and a copy of the complaint;

(c) providing reasonable assistance to BeVeg in dealing with or responding to any subject access request or any complaint referred to in 6.5(a) and 6.5(b) above.;

(d) providing BeVeg, within five (5) business days of the date of such request from BeVeg, with any Personal Data that it holds to enable BeVeg to respond to requests received from Registrants.

6.6 Without prejudice to the other provisions of this Agreement, Company and BeVeg shall take all reasonable precautions to preserve the integrity and prevent any corruption or loss, damage or destruction of Personal Data, which is subject to this Agreement.

6.7 In the event of termination of this Agreement, Company shall, when directed to do so by BeVeg, erase all information and Personal Data, which are subject to this Agreement and all copies of any part of the information. This does not apply to those Personal Data, which are subject to legal retention periods.

6.8. All Personal Data acquired by Company shall only be used for the purposes of this Agreement.

6.9 Where Company is established in a member state of the European Union or in European Economic Area (EEA), it shall appoint a data protection officer in accordance with the Directive 95/46/EC and with the respective regulations enacted to implement this directive. If Company is established outside the European Union or the EEA, it shall designate a correspondent.

6.10 Company shall refrain from entering or transferring verification/inspection/certification/audit checklists and results as well as relevant Registrant registration and status data in the Database which include information about the relevant Registrant’s employees or makes the Registrant’s employees identifiable without prior written consent of the relevant Registrant.

7. Licensing Revocation
7.1 BeVeg reserves the right to deny, suspend or revoke the granted license under this Agreement if Company has failed to meet one or more of the licensing requirements to maintain the BeVeg vegan standard. Clients licensing logo use from BeVeg are clients of BeVeg LLC, irrespective of the auditing body that promoted the Standard to get the audit.

8. Fees and Costs
8.1 Company shall pay BeVeg program membership and auditor training fees as set out by BeVeg on an annual basis, and remit all licensing fees owed to BeVeg timely (within 1 week of issuing certificates).

9. Liability
9.1 Company shall indemnify and hold harmless BeVeg and its affiliates, and their respective members, managers, officers, employees, successors and assigns, for any direct damage and costs (including reasonable attorneys’ fees and defense costs) incurred by BeVeg arising directly or indirectly through claims, causes of action, or suits or otherwise (hereinafter “claim” or “claims”), of whatever judicial or extrajudicial form asserted by a government body, or any other third party asserting any claim against BeVeg, whether sounding in contract, tort, or otherwise, arising out of any breach of any provision of this Agreement by Company, or any failure of Company to comply with any law, ordinance, regulation rule or order of any governmental authority or judicial authority, Subject to the limit of liability set forth in Section 9.6. Neither party will be liable for any indirect, punitive, special or consequential damages
arising out of or in connection with their respective obligations under this Agreement.

9.2 Subject to Section 9.6, Company shall be liable to BeVeg for any third-party claims arising out of Company’s misuse of the Trademarks for the Licensed Services.

9.3 Company shall be liable for failure to obtain or maintain any licenses required to operate its business or perform under this Agreement.

9.4 A Party shall be liable to the other for any violation of applicable data collection, processing and use laws and regulations relating to Data Collection, Data Processing or Data Use under this Agreement.

9.5 Company shall provide BeVeg with written proof that it has obtained appropriate commercial general liability insurance coverage with a limit of no less than one million (US Dollars 1,000,000) per occurrence and to million (US Dollars 2,000,000) in the aggregate, including “professional liability” coverage, against this eventuality. Company shall immediately inform BeVeg of any changes to their liability insurance or any lapse in coverage, and annually provide to BeVeg sufficient certificates of coverage.

9.6 The total aggregate liability of the Company and its and their officers, directors, agents, personnel or subcontractors in respect of claims for loss, damage or expense whether such liability arises in contract, tort, negligence, strict liability, misrepresentation, warranty, breach of statutory duty or otherwise howsoever and whether such liability is caused by or arises from a breach of a fundamental or other term of this Agreement shall be limited to ten (10) times the amount of the fee or charges payable in respect of the Services required under the particular Service which gives rise to such claims.

9.7 If by reason of “Force Majeure” (which shall mean for the purpose of this Agreement any cause beyond the reasonable control of the affected Party including, but not limited to any Act of God, war, riots, acts of the public enemy, fires, strikes, or any act in consequence of compliance with any order of any government or governmental authority) any party hereto is delayed or prevented from complying with its obligations under this Agreement, the affected party shall immediately give notice to the other party stating the estimated date the contingency is expected to be removed. To the extent that the affected party is or has been delayed or prevented by Force Majeure from complying with its obligations under this Agreement, the affected party may suspend the performance of its obligations until the contingency is removed.

10. Term and Termination
10.1 This Agreement shall be effective upon the date first set forth above and shall continue for two (2) years thereafter (the “Initial Term”). The Agreement is to be automatically extended for successive periods of one (1) year if neither of the Parties terminates the Agreement in writing within 90 days prior to the end of the then-current term. Either Party shall send notice of termination of this Agreement to the other party in accordance with Section 15.7.

10.2 Notwithstanding Section 11.1 above, the following shall apply immediately:

(a) A Party may terminate this Agreement if the other Party breaches any provision of this Agreement, and after having received written notice of the breach, fails to cure the breach within 30 days thereafter, or

(b) BeVeg may terminate this Agreement if Company consistently fails to comply with the relevant BeVeg rules and requirements of the BeVeg system after BeVeg has taken appropriate actions pursuant to the BeVeg list of sanctions for Company; or

(c) BeVeg may terminate this Agreement if Company consistently fails to adhere to its operational requirements and deadlines, such as responding to written requests for corrective actions or delaying the issuance of certificates; or

(d) BeVeg may terminate this Agreement if Company suffers a temporary or permanent loss of the ISO/IEC 17065/17021 accreditation to perform the Licensed Services; or

(e) A Party may terminate this Agreement where the other Party commences voluntary bankruptcy proceedings, makes a general assignment for the benefit of its creditors, files for dissolution or liquidation, involuntary bankruptcy or insolvency proceedings are brought against such Party which are not dismissed within 30 days, or a receiver is appointed for the assets of such Party.

(f) A party may terminate this Agreement if any outstanding payment of invoices accepted by the other has not been settled within 60 days following receipt of invoice. An invoice is considered accepted where a party does not submit an objection including justifying proof within 10 days after receipt.

10.3 In the event of any termination of this Agreement, each Party shall immediately return or destroy (at the other Party’s request) any documents and other material provided by the disclosing party under this Agreement which is deemed confidential information.

10.4 In the event of any termination of this Agreement, Company shall provide Registrants with all information and undertake all action necessary to facilitate and cooperate in the transfer of the Certification Agreement with the Registrant to a new certification body or to BeVeg directly as Company agrees all Registrants are clients of BeVeg and not clients of Company, but clients serviced by Company.

10.5 When this Agreement is cancelled or otherwise terminated for any reason, Company shall inform its Registrants immediately. Failing this, BevVeg reserves the right to inform Registrants directly.

11. Assignment of Rights
11.1 The assignment of Company’s rights under this Agreement is prohibited, unless expressly consented to by BevVeg in advance in writing.

12. Arbitration

12.1 Any dispute, controversy, or claim arising out of or related to this Agreement or any breach of this Agreement, and any alleged violation of any applicable statute, regulation, common law, or public policy, shall be submitted to and decided by binding arbitration, or may be brought in a court of law in the jurisdiction of the United States, specifically, Florida. If arbitration is selected, it shall be conducted in Palm Beach County, Florida. Any arbitral award determination shall be final and binding upon the parties. Not withstanding any provision of this Section 13, there is no requirement to arbitrate disputes to enforce this instrument by means of temporary or permanent injunction or other appropriate equitable relief.

13. Confidentiality

13.1 Each Party shall make appropriate arrangements to safeguard the confidentiality of the information obtained or created during the performance of its activities at all levels of its structure, including committees and external bodies or individuals acting on its behalf.

13.2 Each Party shall inform all involved parties including Company or BeVeg, as applicable, in advance, of the information it intends to place in the public domain. All other information, except for information that is made publicly accessible by such disclosing party, is considered confidential.

13.3 Information about a particular Registrant shall not be disclosed to any third party without written consent of the Registrant concerned, unless required in this Agreement.

13.4 Where confidential information is requested to be made available to governmental or quasi-governmental bodies (e.g. an accreditation body), the receiving party shall promptly inform the disclosing party and cooperate in obtaining an appropriate protective order against disclosure.

14. Miscellaneous

14.1 Governing Law. This Agreement, for all purposes, shall be construed in accordance with the laws of the State of Florida without regard to conflicts of law principles.

14.2 Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

14.3 Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Parties. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time.

14.4 Severability. Should any provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.

14.5 Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

14.6 Successors and Assigns. This Agreement shall inure to the benefit of the Parties and their permitted successors and assigns.

14.7 Notice. Notices and all other communications provided for in this Agreement shall be given in writing by personal delivery, electronic delivery, or by registered mail to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):

If to BeVeg: 3801 PGA Blvd, Suite 600
Palm Beach Gardens, FL 33410
Email: [email protected]
Attention: Carissa Kranz, CEO

If to Company: Address:

14.8 Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement

IN WITNESS WHEREOF, BeVeg and Company have executed this Agreement as of the date first set forth above.

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Signed by Carissa Kranz
Signed On: June 5, 2021

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March 8, 2021 1:25 pm EDT

CERTIFICATION BODY LICENSE AGREEMENT Uploaded by Carissa Kranz - [email protected] IP 73.84.32.101