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Standard Conditions

Standard Conditions covering the services by Octrooibureau Los & Stigter B.V.

1. These standard conditions (hereinafter “Standard Conditions”) apply with the exception of any and all standard conditions of another party to all legal relations and agreements, including any pre-contractual relation relating thereto between Octrooibureau Los & Stigter BV (“L&S”) and another party (“Principal”), whereby L&S has rendered or has committed itself to render certain services. L&S and Principal are collectively referred to hereinafter as the parties.

2. Any variation concerning the standard conditions is only valid amongst the parties hereto provided that these variations are explicitly agreed among the parties in writing. Any condition mentioned in these standard conditions which is not explicitly varied in such way, continues to prevail among the parties.

3. The legal relation among the parties including these standard conditions are governed exclusively by Dutch law, except for its rules concerning conflicts of law. The articles 7:404 (providing a rule in case it is the intention that the assignment is executed by a particular person) and 407, paragraph 2 (providing for personal liability of each person individually that together with another person executes an assignment on behalf of a Principal) of the Dutch Civil Code do not apply. All assignments of Principal will always be deemed to be accepted solely by L&S, even in the event the assignment has been accepted by an employee or representative of L&S, and said employee or representative has promised that the assignment will be executed by one or more specified persons.

4. In the performance of any activities in connection with any assignment from Principal, L&S shall perform its duties according to its reasonable best efforts. Under no condition whatsoever will L&S be bound to realize certain results.

5. L&S will perform its duties as much as possible in accordance with instructions from Principal. Instructions are only deemed given provided Principal has submitted these instructions in writing and without undue delay. In case Principal’ s instructions do not reach L&S in time, L&S is deemed authorized to take those measures that it deems appropriate to preserve the rights of Principal, notwithstanding the right of L&S to receive its fees for the actions so performed.

6. It is Principals duty to clearly inform L&S and keep L&S clearly informed, in time and in writing of any address changes and other data relevant for establishing contact with Principal. It comes for the account of Principal in case Principal cannot be reached due to keeping L&S ill informed.

7. L&S will safeguard the confidentiality concerning all secret information provided by Principal in connection with any assignment provided to it.

8. In executing an assignment L&S is entitled to communicate with Principal and with any retained third-party through email. This may result in third parties getting access to the information communicated this way. L&S is not liable for possible damage resulting from this way of communication. If Principal so elects L&S is prepared to communicate with it and with third parties exclusively through fax and/or mail.

9. L&S Is entitled to engage one or more third parties to carry out any assignment from Principal. L&S cannot be held responsible for failures, faults or shortcomings of that third party, and shall not be liable for the damages resulting therefrom or in connection therewith.

10. Any price offering or cost calculation provided by L&S to Principal is indicative and nonbinding, unless explicitly agreed otherwise in writing.

11. To the extent not agreed upon otherwise in writing, L&S is entitled to a fee to be determined on the basis of the hourly rate of the person or persons executing the assignment and prevailing at the time of carrying out the assignment as well as to a reimbursement for activities or tasks that are not reimbursed in terms of hours spent but are based on fixed tariffs, as well as reimbursement of advance payments and incurred costs like the costs of services retained from third parties and the costs of telephone, fax, postage and copy-costs made by L&S in carrying out an assignment, all this to be increased by the applicable VAT due.

12. In case of two or more Principals, each Principal is jointly and severally liable towards L&S for the complete payment of the fees and reimbursements due to L&S. L&S may require advance payments or issue interim notes for costs already incurred

13. All debit notes, with the exception of advance debit notes, must be paid within 30 calendar days of the date mentioned on the debit note. Advance debit notes must be paid immediately.

14. Commercial interest (handelsrente) will accrue on the unpaid amount due of any debit note, with the exception of advance debit notes, at the statutory rate counting from the day following the date that the invoice should have been settled. Further L&S has the right to receive full compensation for the judicial and extrajudicial costs incurred in connection with collecting the funds of the unpaid invoices. The extrajudicial costs comprise the cost of sending reminders, summons, and notices of default, and shall at least amount 15% of the unpaid amounts, with a minimum of €500.

15. In case debit notes or advance debit notes have remained unpaid at the due date of payment, L&S has the right to delay all further work until complete payment of all amounts due has occurred, next to the right of L&S to dissolve the agreement by a simple written statement addressed to the Principal or Principals. In case the agreement is dissolved, the duty of the Principal or Principals to pay all amounts already due at the time of the dissolvement is unaffected.

16. Setting off a counterclaim, irrespective of whether the counterclaim is by reason of contract or by law, including the law of torts, is not permitted except to the extent that the counterclaim has irrevocably been confirmed in court or expressly and in writing acknowledged by L&S.

17. Disputes of whatever nature do not give Principal the right to deny or delay payment of debit notes.

18. In case Principal has the opinion that L&S does not fully or timely perform its duties, Principal is obliged to notify L&S in writing within eight days after Principal discovered the shortcoming or should have reasonably discovered the shortcoming, failing which the right to claim anything with respect to the shortcoming is deemed surrendered.

19. The total aggregate liability of L&S whether arising out of contract, tort or otherwise relating to one or more faults in connection with one or more assignments, shall be limited to the amount that is awarded under the professional liability insurance of L&S supplemented with the part of the damage that L&S has to assume as its own risk.

20. The exclusion of liability according to article 19 does not apply to damage which is caused by willful misconduct or gross negligence on the part of L&S.

21. Any entitlement of Principal to damages and/or compensation lapses, if the damage after the moment of its actual discovery or the moment in which it should have been discovered, is not promptly reported to L&S in writing and in any event as soon as twelve months have lapsed after the event occurred to which the damage relates.

22. Any claim for damages and/or compensation, irrespective of its legal basis is excluded in as far as it concerns any natural person, present or past employee and/or any present or past shareholder of L&S. Through the mere act of accepting an assignment L&S accepts on behalf of the present and past employees of L&S, as well as on behalf of its present and past shareholders the exclusion of liability just mentioned as having been agreed between any of the mentioned employees and/or shareholders on the one hand and Principal on the other hand.

23. Principal will keep L&S harmless and indemnify it from all third party claims, and shall reimburse L&S the costs that it makes or shall make in connection with defending against such third party claims, which relate or connect or are the result of the execution of the assignment or assignments given by Principal.

24. If Principal’s assignment only consists of translating, certifying and/or validating a European patent, that assignment does not constitute a conflict of interest that would prevent L&S to render services to another Principal which goes against the interests of Principal, even if this would concern an action to invalidate the European patent for which L&S has rendered its services.

25. Each party is entitled to terminate the agreement for convenience, also with immediate effect. When Principal terminates the agreement the termination becomes effective at the moment that L&S receives a written notification to that effect from Principal. Principal will in any event compensate L&S for all services rendered and costs incurred until the moment of termination as meant in article 11. In addition L&S is entitled to charge Principal the costs of a possible file transfer.

26. In case Principal does not, not appropriately, or not timely performs its duties in connection with the assignment given to L&S, as well as in case of bankruptcy, suspension of payment, or when a receiver is appointed over the Principal’s business or the Principal’s company gets liquidated, L&S is entitled to dissolve partly or wholly the agreement concerning the assignment or to terminate the agreement, or suspend its further execution, without being liable for damages and without affecting L&S’s right to receive full compensation envisaged by law or otherwise. Principal is liable for all damages incurred by L&S in this connection, including the costs of capital and loss of profits.

27. The competent court in the Hague, the Netherlands, shall have exclusive jurisdiction over any and alldisputes between Principal and L&S. The foregoing does not prejudice L&S’s right to submit a dispute to any other court that would have jurisdiction absent this clause.

28. The Dutch version of these Terms and Conditions prevails over the version in any other language.

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