1. Buyer’s “Intellectual Property Rights” includes any intellectual property rights which may exist or be created under the laws of any country or other jurisdiction anywhere in the world, whether arising under statutory or common law or otherwise, and whether or not perfected, including, without limitation, all (i) patents and patent applications whether owned or licensed; (ii) industrial property rights; (iii) rights associated with works of authorship, including copyrights, copyright applications, copyright registrations,; (iv) sui generis database rights, moral rights, or rights of publicity; (v) rights relating to the protection of trade secrets or other confidential information; (vi) rights of privacy or publicity; (vii) rights associated with trademark, service mark, trade dress, or trade name, including any common law rights and any state or federal trademark or service mark applications or registrations, including, but not limited to, the trademarks referenced in the following link: https://okeanos.global/trademarks/; (viii) divisionals, continuations, renewals, reissues and extensions of any of the foregoing whether in whole or in part (as and to the extent applicable) now existing, hereafter filed, issued or acquired; and (ix) any right analogous to those set forth above in this definition; and (x) any other proprietary rights relating to intangible property.

2. In the event Buyerprovides to Vendor anyIntellectual Property Rightsfor the purpose of the manufacturing and/or supply of products, Vendor is granted a non-exclusive, non-transferable, non-sublicenseable and non-assignable license required only for the production of products under thePO, and shall use Buyer’s Intellectual Property Rights only for that purpose. Except for this license, no right, interest, ownership or privilege of use of Buyer’s Intellectual Property Rights shall inure to the benefit of Seller.

3. The parties will retain all ownership, rights and title to their own Intellectual Property Rights and technology andshall not convey to either party any Intellectual Property Rights from the other party. Notwithstanding, the parties agree that Buyer will be the sole owner and retain ownership of and have all rights and interests to any improvements and intellectual property made, developed, conceived, first reduced to practice or fixed in any tangible medium of expression, by the Vendor and its representatives, affiliates, subsidiaries or parent company, resulting or related to Buyer’s know-how, trade secrets, patents, and technology. Therefore, Vendor (including its affiliates, subsidiaries, parent company and representatives) agree to assign to Buyer any rights, title and interest the Vendor may have in and to all such new intellectual property, and to take any action necessary to assign such rights to Buyer (including having its officers, directors, workers, employees or consultants execute any applicable assignment agreement).

4. Vendor agrees that it may only use Buyer’s registered or unregistered trademarks with the written authorization of Buyer. Should company desire to make use of Licensed Trademarks, particularly Made From Stone™, Company must follow the procedure on Okeanos’ Co-branding Procedure at www.madefromstone.com/cobranding-procedure/.

5. Vendor shall keep all confidential information, including Buyer’s Intellectual Property Rights, confidential and protect it accordingly, for a term of 5 years. However, obligations regarding confidential information relating to the Buyer’s formulae, ingredients, trade secrets or manufacturing and process know-how will not expire. Vendor shall not disclose any such information without the prior written consent of Buyer

6. Non-Circumvention. Vendor agrees that, without the specific written consent of Buyer, for a period of 5 years from the date of the Agreement, the Vendor will not conduct any direct or indirect business dealing of any kind related to the products under the this Agreement with Buyer’s leads and clientsintroduced to or otherwise made aware to Vendor by Buyer.

7. Buyer shall retain any and all rights that Buyer may have to any certificate, credit, allowance, incentive, tax benefit, payment or any other benefit (“Benefit”) under or pursuant to any carbon reduction or emissions reduction program, or any similar program that exchanges a Benefit for the use of environmentally beneficial practices (“Emission Program”) existing on or after the date of any purchase order between Buyer and Vendor, whether such Emissions Program is administered or operated by a government or private entity.

8. To the extent that any term in these Terms & Conditions conflicts with any other agreement between Vendor & Buyer, the terms of said agreement shall prevail over these Terms & Conditions.

LAST UPDATED: January 5th, 2023