GSA – Agency Services Effective as of 4/22/09 AGENCY SERVICE TERMS AND CONDITIONS These Service Terms and Conditions shall govern Agency Services performed by UL and set out the responsibilities and obligations of the Client. These Service Terms and Conditions are incorporated by reference into and are an integral part of the Parties’ Global Services Agreement (the “Agreement”). The capitalized terms in these Service Terms and Conditions shall have the same meaning as in the Agreement. 1. Scope of Service/Agency Authorization. Client authorizes UL to act as Client’s agent to apply for certification from a third party certifier and UL agrees to perform such Agency Services ("AS") for Client. Client authorizes UL to: (i) sign third-party certifiers’ applications, contracts and other documents relating to obtaining third-party certification on behalf of Client; (ii) receive correspondence, including invoices and test results from third-party certifiers on behalf of Client; and (iii) pay invoices of third-party certifiers on behalf of Client. The specific services requested that Client requests UL to provide shall be set in individual Quotations (“Quotation”). 2. Fees. UL’s Quotation will establish the price for UL’s Services. UL's Quotation will include the price of the certification by the third-party certifier and any testing by the third-party certifier. UL’s Quotation is subject to change at UL’s discretion, upon reasonable notice to Client. UL may require a preliminary deposit before beginning services. Invoices are due and payable without discount or set off within thirty (30) days of the date of UL’s invoice. Client shall pay the full amount of UL’s invoices regardless of the result of its application to obtain certification from a third-party certifier. UL shall not pay the third-party certifier until Client has paid UL. Client shall remain liable for all unpaid invoices from the third-party certifiers notwithstanding that it has designated UL to receive and pay invoices. 3. No Opinion. Client agrees that UL is not providing any opinions or findings regarding whether Client will be issued a certification by the third-party certifier. 4. Confidentiality. Paragraph 5 of the Global Services Agreement notwithstanding, Client authorizes UL to disclose Client’s information to the third-party certifier(s) from whom Client seeks certification. Client also authorizes UL to transmit unencrypted confidential information and other information through the Internet or a public network to e-mail addresses or other locations provided by Client. Client acknowledges that UL-CCIC cannot guarantee the privacy and confidentiality of such transmissions and agrees that UL shall not be liable for any damages resulting from such transmissions. 5. Use of Names and Marks. AS shall not result in UL product safety certification of any product, or any authorization to use the Marks. Except as otherwise expressly authorized by UL, Client shall not use UL's name, abbreviation, symbols, Marks or any other form of reference which may be interpreted to mean Underwriters Laboratories Inc., its subsidiaries or affiliates, on any goods or their containers or packaging, or in connection with any oral or written advertising, promotions, or otherwise. 6. Independent Contractor. UL is an independent contractor. UL and Client intend that nothing in this Agreement shall be construed as creating an employment relationship, joint venture or other business group or concerted action. COPYRIGHT 2009 UNDERWRITERS LABORATORIES INC. Page 1 of 1