Vendor Verification Agreement

GIBQ Verified™ Program Version 1.0 Effective Date: April 2026

Issued by GIBQ Operations LLC under license from Global Institute for Biomedical Quality.

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Parties and Effective Date

This Vendor Verification Agreement (this "Agreement") is entered into as of the Effective Date set forth on the signature page by and between:

INSTITUTE GIBQ Operations LLC a Delaware limited liability company Operating gibq.org under license from Global Institute for Biomedical Quality Notice email: legal@gibq.org

VENDOR [Vendor legal entity name] [Entity type / state of formation] Address: [ ] Notice email: [ ] Authorized signer: [ ]

In this Agreement, "Institute" refers to GIBQ Operations LLC. The phrase "Institute" is used as a convenience reference to the operator of the GIBQ Verified program; for the avoidance of doubt, the operator of the program and the contracting party hereunder is GIBQ Operations LLC, a Delaware limited liability company. References to "GIBQ Standards Body" refer to Global Institute for Biomedical Quality, a Delaware nonprofit corporation, which owns the GIBQ™ and GIBQ Verified™ certification marks and the standards underlying them.

Recitals

WHEREAS, Global Institute for Biomedical Quality (the "GIBQ Standards Body") owns the GIBQ™ and GIBQ Verified™ certification marks and has published the GIBQ Verified Certification Mark Standards (the "Standards"), which establish the documentation-quality criteria a research peptide vendor must satisfy in order to display the GIBQ Verified mark;

WHEREAS, the GIBQ Standards Body has granted GIBQ Operations LLC (the "Institute"), pursuant to a written Trademark License Agreement, the right to administer audits under the Standards, to grant sublicenses of the GIBQ Verified mark to vendors who pass the audit, and to operate the GIBQ Verified program;

WHEREAS, Vendor desires to apply for, and if approved, receive a sublicense to display the GIBQ Verified mark in connection with research peptide products that meet the Standards; and

WHEREAS, the Institute is willing to evaluate Vendor's application and, if approved, grant Vendor a sublicense, in each case on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows.

1. Definitions

In addition to terms defined elsewhere in this Agreement, the following capitalized terms have the meanings set forth below:

• "Audit Package" means the documents and information Vendor submits for evaluation under the Standards, including Certificates of Analysis, product labels, packaging artwork, supporting test methodology, the Vendor Attestation Form, and any other materials reasonably requested by the Institute.
• "Brand Guidelines" means the GIBQ Brand and Mark Usage Guidelines published by the Institute, as the same may be amended from time to time, which govern the manner in which Vendor may display the GIBQ Verified mark.
• "Certification Period" has the meaning set forth in Section 4.4.
• "Covered Product" means each research peptide product of Vendor that is the subject of an Audit Package and, if approved, becomes eligible to bear the GIBQ Verified mark under this Agreement.
• "GIBQ Verified Mark" means the GIBQ Verified™ certification mark and any related shield or logo design owned by the GIBQ Standards Body and licensed under this Agreement.
• "Privacy Policy" means the Privacy Policy of the Institute published at gibq.org/privacy, as the same may be amended from time to time.
• "Registry" means the publicly available registry of GIBQ Verified vendors maintained by the Institute at gibq.org.
• "Standards" means the GIBQ Verified Certification Mark Standards, as the same may be amended from time to time in accordance with the amendment procedures set forth in the Standards.
• "Terms of Service" means the Terms of Service of the Institute published at gibq.org/terms, as the same may be amended from time to time.
• "Vendor Attestation Form" means the sworn or affirmed statement Vendor signs in connection with each Audit Package confirming the authenticity, accuracy, and completeness of the materials submitted.

2. Application and Audit

2.1 Submission of Audit Package

Vendor shall submit a complete Audit Package for each Covered Product through the application process designated by the Institute. Each Audit Package shall include the materials specified in the Standards and shall be accompanied by a duly executed Vendor Attestation Form.

2.2 Vendor Representations Regarding Submissions

Vendor represents and warrants that, with respect to each Audit Package and Vendor Attestation Form:

• All materials submitted are authentic, accurate, and complete in all material respects;
• All Certificates of Analysis were issued by qualified analytical laboratories, accurately reflect the testing performed, and have not been altered, fabricated, or selectively redacted;
• Vendor has the right to submit the materials and to permit the Institute to use them for the purposes set out in this Agreement and the Privacy Policy;
• The submitted materials do not infringe the intellectual property, contractual, privacy, or other rights of any third party;
• Vendor is legally formed and operating in the United States and is in good standing under the laws of its state of formation; and
• The Authorized Signer identified on the signature page has the authority to bind Vendor to this Agreement.

2.3 Audit Procedure

Following submission, the Institute will evaluate each Audit Package against the Standards. The Institute will use commercially reasonable efforts to issue an audit determination within five (5) to seven (7) business days from the date of receipt of a complete Audit Package, although this is a target service level and not a binding obligation. The Institute may issue one of three determinations:

• "Pass" — the Audit Package satisfies the Standards;
• "Conditional" — the Audit Package satisfies the Standards subject to specified clarifications or supplemental information; or
• "Fail" — the Audit Package does not satisfy the Standards.

Audit determinations are made under the Standards using documented, objective criteria. Determinations are reviewed and approved by qualified human reviewers and are not made by automated decision alone.

2.4 Right of the Institute to Decline Without Cause

Notwithstanding any other provision of this Agreement, the Institute reserves the right to decline any application, in whole or in part, with or without cause, including in circumstances where the Institute reasonably determines that participation by Vendor would create reputational, legal, or operational risk for the GIBQ Verified program. A decision to decline does not give rise to any claim for damages by Vendor and is not subject to the dispute resolution provisions of this Agreement, except for claims of intentional misconduct or violation of applicable anti-discrimination laws.

3. Sublicense to Display the Mark

3.1 Grant of Sublicense

Subject to and conditioned on (a) a Pass determination on the applicable Audit Package, (b) Vendor's continuing compliance with this Agreement, the Standards, the Brand Guidelines, the Terms of Service, and the Privacy Policy, and (c) timely payment of any fees due under Article 6, the Institute hereby grants Vendor a non-exclusive, non-transferable, non-sublicensable, royalty-free (subject to the Fee Schedule), revocable sublicense to display the GIBQ Verified Mark on and in connection with each Covered Product for which a Pass determination has been issued, during the Certification Period and in accordance with the Brand Guidelines.

3.2 Scope of Permitted Uses

Vendor may display the GIBQ Verified Mark in the following contexts only, and only in accordance with the Brand Guidelines:

• On the Covered Product's label, packaging, and any insert materials;
• On Vendor's website on pages directly relating to the Covered Product;
• In Vendor's product photography, marketing collateral, and digital advertising for the Covered Product;
• In Vendor's public registry listing on gibq.org; and
• In any other context expressly authorized in writing by the Institute.

3.3 Prohibited Uses

Vendor shall not, and shall not permit any third party to:

• Display the GIBQ Verified Mark on or in connection with any product that is not a Covered Product for which a Pass determination has been issued;
• Display the GIBQ Verified Mark in any manner inconsistent with the Brand Guidelines;
• Use the GIBQ Verified Mark in a manner that suggests endorsement, sponsorship, or warranty by the Institute or the GIBQ Standards Body of any product, person, or business beyond the documented certification of the specific Covered Product;
• Combine the GIBQ Verified Mark with any other mark, logo, or design in a manner that creates a unitary or composite mark, except as expressly authorized in writing by the Institute;
• Use the GIBQ Verified Mark to imply or state that any Covered Product is approved, cleared, or registered by the United States Food and Drug Administration, the Federal Trade Commission, or any other governmental authority;
• Use the GIBQ Verified Mark in connection with any product intended or marketed for human consumption, therapeutic use, or any use other than research conducted by qualified personnel; or
• Continue any use of the GIBQ Verified Mark after suspension or revocation under Article 11.

3.4 Reservation of Rights

Except for the limited sublicense expressly granted in Section 3.1, no rights are granted to Vendor under this Agreement, by implication, estoppel, or otherwise. The GIBQ Verified Mark, the GIBQ™ mark, the GIBQ shield, the Standards, the Brand Guidelines, and all related intellectual property remain the property of the GIBQ Standards Body or the Institute, as applicable.

3.5 Goodwill

All use of the GIBQ Verified Mark by Vendor, and all goodwill arising from such use, inures solely to the benefit of the GIBQ Standards Body. Vendor shall not, by reason of its use of the GIBQ Verified Mark, acquire any right, title, or interest in or to the GIBQ Verified Mark or the goodwill associated with it.

4. Ongoing Obligations of Certified Vendors

4.1 Continued Compliance

Throughout the Certification Period, Vendor shall maintain documentation, manufacturing practices, supplier relationships, and labeling in a manner consistent with the Standards as applied to each Covered Product. A material change in formulation, supplier, manufacturing process, label content, or product specification with respect to a Covered Product requires re-submission for audit before the Vendor may continue to display the GIBQ Verified Mark on the changed Covered Product.

4.2 Notice of Adverse Events and Material Changes

Vendor shall promptly notify the Institute, and in any event within ten (10) business days, of any of the following:

• Any regulatory inquiry, warning letter, untitled letter, subpoena, or formal action from any governmental authority relating to a Covered Product or to Vendor's research peptide business generally;
• Any product recall, withdrawal, or quality hold relating to a Covered Product;
• Any change of control of Vendor (defined as a change in beneficial ownership of more than fifty percent (50%) of Vendor's equity, or a sale of all or substantially all of Vendor's assets);
• Any bankruptcy, insolvency, or assignment for the benefit of creditors of Vendor; and
• Any material change to a Covered Product that would warrant re-audit under Section 4.1.

4.3 Annual Re-Audit

Each Certification Period is subject to annual re-audit. The Institute will provide Vendor with written notice no less than sixty (60) days before the anniversary of the initial certification, identifying the materials required for re-audit. Failure to provide a complete re-audit Audit Package within the time specified by the Institute may result in lapse of certification under Section 11.4.

4.4 Certification Period

Subject to suspension, revocation, or non-renewal under Article 11, certification of a Covered Product is effective from the date the Institute issues a Pass determination and continues for one (1) year, automatically renewable for successive one-year terms upon successful completion of each annual re-audit (each such period, a "Certification Period").

4.5 Cooperation

Vendor shall cooperate in good faith with reasonable requests for information, supplemental documentation, or clarification from the Institute in connection with the operation of the GIBQ Verified program, including any quality-control inquiry initiated by the GIBQ Standards Body under the Trademark License Agreement.

4.6 Compliance with Law

Vendor shall comply with all laws and regulations applicable to its business and to the Covered Products. Nothing in this Agreement constitutes a representation by the Institute that any Covered Product complies with any law or regulation.

5. Public Registry

5.1 Listing

Each Covered Product for which a Pass determination has been issued and remains in effect will be listed in the Registry. The Registry listing will display Vendor's legal entity name, the date of certification, the certification status, and the categories of Covered Products. Vendor consents to the inclusion of this information in the Registry and to its public display.

5.2 Publication of Suspension and Revocation

The Institute may publish on the Registry the fact, date, and reason for any suspension, revocation, or lapse of certification. Vendor acknowledges that the public function of the GIBQ Verified program depends on accurate and current Registry information, including transparent disclosure of changes in certification status.

5.3 Removal

On expiration, lapse, suspension, revocation, or termination of this Agreement, the corresponding Registry listing will be updated or removed as appropriate. Vendor's former certification status may be retained in an archival section of the Registry for historical reference.

6. Fees and Phase 1 Free Period

6.1 Fee Schedule

Fees for participation in the GIBQ Verified program are set out in the Fee Schedule maintained by the Institute and made available to Vendor before any fee is charged.

6.2 Phase 1 Free Period

Phase 1 — No Fees. During the period the Institute designates as Phase 1, participation in the GIBQ Verified program is provided at no charge. No application, audit, badge, or registry fees are payable by Vendor during the Phase 1 Free Period. The Phase 1 Free Period for each Vendor begins on the Effective Date of this Agreement and continues until the Institute provides written notice of transition to a paid tier in accordance with Section 6.3.

6.3 Transition to Paid Tiers

Before any fees become payable by Vendor, the Institute shall provide Vendor with at least ninety (90) days' prior written notice of (a) the date on which Vendor's Phase 1 Free Period will end, (b) the applicable paid tier and pricing, and (c) the option for Vendor to elect a "Founding Vendor" rate or other transition pricing the Institute may offer. If Vendor does not affirmatively elect a paid tier and execute the corresponding fee addendum before the end of the ninety-day notice period, the Institute may, at its election, (i) suspend Vendor's certification under Section 11.1, (ii) place Vendor on a default tier subject to Vendor's right to terminate under Section 9.2, or (iii) terminate this Agreement under Section 9.3.

6.4 Invoicing and Payment

Once a paid tier is in effect, fees will be invoiced monthly or annually as set forth in the Fee Schedule and are payable within thirty (30) days of the invoice date. Past-due fees accrue interest at the rate of one percent (1%) per month or the maximum rate permitted by law, whichever is lower. All fees are non-refundable except as expressly stated in this Agreement.

6.5 Taxes

All fees are exclusive of taxes. Vendor is responsible for any sales, use, value-added, or similar taxes applicable to the fees, other than taxes on the Institute's net income.

7. Confidentiality

7.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information of Vendor includes the contents of Audit Packages and Vendor Attestation Forms. Confidential Information of the Institute includes audit methodology, internal scoring rubrics, fee structures not yet publicly published, and the terms of this Agreement that are not also incorporated into the publicly published Standards or Brand Guidelines.

7.2 Obligations

Each party shall (a) hold the other party's Confidential Information in confidence and protect it with at least the same degree of care it uses to protect its own Confidential Information of similar nature, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth in this Article 7; and (c) not use Confidential Information for any purpose other than the performance of this Agreement.

7.3 Exclusions

The obligations of this Article 7 do not apply to information that (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the receiving party without restriction prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

7.4 Permitted Disclosures by the Institute

Notwithstanding Section 7.2, the Institute may disclose Vendor's identity, certification status, and audit outcome (a) in the Registry, (b) to the GIBQ Standards Body in connection with the exercise of its quality-control rights under the Trademark License Agreement, (c) to the Institute's service providers and sub-processors under written confidentiality obligations, and (d) as required by law or compelled by valid legal process. The Institute will use de-identified, aggregated information derived from Audit Packages for analytics, benchmarking, and improvement of the Standards, and such use is permitted without notice to Vendor.

7.5 Compelled Disclosure

If a party is compelled by law to disclose the other party's Confidential Information, it shall (to the extent legally permitted) provide prompt notice to the other party so the other party may seek a protective order or other appropriate remedy, and shall reasonably cooperate with the other party's efforts.

8. Data and Privacy

8.1 Privacy Policy

The Institute's collection, use, and disclosure of personal information in connection with this Agreement is governed by the Privacy Policy. By executing this Agreement, Vendor acknowledges that it has reviewed the Privacy Policy and consents to the practices described in it as applicable to Vendor's submitted information.

8.2 Vendor Personnel Data

Where Vendor provides the Institute with personal information of Vendor's employees, contractors, or other personnel (such as contact information of an authorized signer or audit liaison), Vendor represents and warrants that it has provided any required notices to and obtained any required consents from such individuals to enable the Institute to process that information for purposes of this Agreement.

9. Term and Termination

9.1 Term

This Agreement begins on the Effective Date and continues in force unless earlier terminated in accordance with this Article 9.

9.2 Termination by Vendor for Convenience

Vendor may terminate this Agreement at any time on thirty (30) days' prior written notice to the Institute. On termination by Vendor, Vendor shall comply with the wind-down obligations of Section 9.5.

9.3 Termination by the Institute for Cause

The Institute may terminate this Agreement, in whole or in part, on written notice if any of the following occurs:

• Vendor materially breaches this Agreement (including the Standards, the Brand Guidelines, or the Terms of Service) and fails to cure the breach within thirty (30) days after written notice describing the breach in reasonable detail (or such shorter cure period, including no cure period, as is reasonable in the circumstances of the breach);
• Vendor submits an Audit Package or Vendor Attestation Form that contains, in any material respect, false, misleading, fabricated, or fraudulent information;
• Vendor fails to pay any fee when due and the failure continues for fifteen (15) days after written notice of non-payment;
• Vendor undergoes a Change of Control (as defined in Section 4.2) and the Institute, acting reasonably, determines that the resulting entity is not eligible or appropriate to continue under this Agreement;
• Vendor becomes the subject of a regulatory enforcement action that the Institute, acting reasonably, determines materially compromises the integrity of the GIBQ Verified program or the GIBQ Verified Mark;
• Vendor files for bankruptcy, becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed; or
• The Institute's rights under the Trademark License Agreement terminate, expire, or are materially restricted in a manner that prevents the Institute from continuing to grant the sublicense under Article 3.

9.4 Termination by the Institute for Convenience

The Institute may terminate this Agreement at its convenience on ninety (90) days' prior written notice. The Institute shall not exercise this right in a manner that is arbitrary, retaliatory, or contrary to applicable law.

9.5 Wind-Down Obligations

On termination of this Agreement for any reason, Vendor shall, within fifteen (15) days of the effective date of termination:

• Cease all use of the GIBQ Verified Mark on Vendor's website, marketing materials, and digital advertising;
• Remove the GIBQ Verified Mark from Vendor's product labels, packaging, and inserts in all newly produced or distributed inventory; existing inventory in transit or in the possession of distributors or buyers as of the effective date of termination need not be recalled, but Vendor shall not produce or distribute additional units bearing the Mark;
• Promptly remove or correct any public statement that Vendor or any Covered Product is GIBQ Verified, certified, or endorsed by the Institute or the GIBQ Standards Body;
• Return or destroy any Confidential Information of the Institute in Vendor's possession, except that Vendor may retain one archival copy solely for legal compliance and records purposes; and
• Pay any fees accrued and payable through the effective date of termination.

9.6 Survival

Articles 1, 7, 8, 9.5, 10 (with respect to liabilities incurred before termination), 11.5, 12, 13, 14, and any other provisions that by their nature are intended to survive, will survive termination of this Agreement.

10. Disclaimers

THE GIBQ VERIFIED PROGRAM, ALL AUDIT DETERMINATIONS, REGISTRY LISTINGS, AND ALL OTHER SERVICES PROVIDED BY THE INSTITUTE UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE INSTITUTE AND THE GIBQ STANDARDS BODY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

THE GIBQ VERIFIED MARK CERTIFIES ONLY THAT THE COVERED PRODUCT'S SUBMITTED DOCUMENTATION HAS BEEN AUDITED AGAINST THE STANDARDS AND FOUND TO MEET THOSE STANDARDS AT THE TIME OF AUDIT. THE GIBQ VERIFIED MARK IS NOT A WARRANTY OR GUARANTEE OF PRODUCT SAFETY, EFFICACY, IDENTITY, PURITY, STERILITY, MANUFACTURING QUALITY, REGULATORY COMPLIANCE, OR FITNESS FOR ANY PURPOSE. THE INSTITUTE IS NOT A LABORATORY, MANUFACTURER, PHARMACY, OR REGULATOR. THE INSTITUTE DOES NOT INDEPENDENTLY TEST PRODUCTS.

THE INSTITUTE DOES NOT GUARANTEE THAT VENDOR'S DISPLAY OF THE GIBQ VERIFIED MARK WILL RESULT IN APPROVAL BY ANY PAYMENT PROCESSOR, ADVERTISING PLATFORM, FINANCIAL INSTITUTION, INSURER, OR REGULATOR, OR THAT IT WILL PREVENT ENFORCEMENT ACTION BY ANY GOVERNMENTAL AUTHORITY, INCLUDING THE UNITED STATES FOOD AND DRUG ADMINISTRATION OR THE FEDERAL TRADE COMMISSION. THE GIBQ VERIFIED MARK IS NOT A LEGAL SHIELD.

VENDOR ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY REPRESENTATION, WARRANTY, OR PROMISE OF THE INSTITUTE OR THE GIBQ STANDARDS BODY OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND THAT VENDOR IS RESPONSIBLE FOR ITS OWN COMPLIANCE WITH ALL APPLICABLE LAWS AND FOR THE SAFETY, QUALITY, AND LEGAL STATUS OF ITS PRODUCTS.

11. Suspension and Revocation

11.1 Grounds for Suspension

The Institute may suspend Vendor's certification with respect to one or more Covered Products, in whole or in part, on written notice if, in the Institute's reasonable judgment:

• Vendor has materially failed to comply with this Agreement, the Standards, the Brand Guidelines, the Terms of Service, or the Privacy Policy;
• Information has come to the Institute's attention that materially calls into question whether the Covered Product continues to satisfy the Standards;
• Vendor is the subject of a pending regulatory inquiry, recall, or enforcement action that the Institute, acting reasonably, determines warrants suspension pending resolution;
• Vendor has failed to pay fees when due, in accordance with Section 9.3;
• Vendor has failed to submit a complete annual re-audit Audit Package within the time specified by the Institute; or
• Continued certification, in the reasonable judgment of the Institute, would create material reputational, legal, or operational risk for the GIBQ Verified program or the integrity of the GIBQ Verified Mark.

11.2 Suspension Procedure

The Institute will provide written notice of suspension identifying the Covered Products affected, the basis for suspension, and the steps (if any) required to lift the suspension. Suspension takes effect on the date specified in the notice, which may be the date of notice in cases involving fraud, regulatory action, or imminent risk to public-facing program integrity. During suspension, Vendor shall not display the GIBQ Verified Mark on the suspended Covered Products and shall remove or correct any public statement of certification with respect to those products.

11.3 Cure and Reinstatement

Where the basis for suspension is curable, Vendor may submit evidence of cure within thirty (30) days of the suspension notice (or such longer period as the Institute may specify). If the Institute, acting reasonably, determines the cure is satisfactory, the Institute will lift the suspension and reinstate the affected certification, which may include a requirement to re-submit the Covered Product for audit.

11.4 Lapse

Certification of a Covered Product lapses automatically if Vendor fails to complete a required annual re-audit, fails to pay fees within the period specified in Section 9.3, or fails to maintain its legal existence. Lapse has the same effect as revocation under Section 11.5, except that the basis stated on the Registry will be "lapse" rather than "revocation."

11.5 Revocation

If suspension is not cured within the period specified by the Institute, or if the Institute, acting reasonably, determines that the basis for suspension warrants revocation rather than continued suspension (including in the case of fraud, deliberate misrepresentation, or regulatory action against Vendor), the Institute may revoke the affected certification on written notice. Revocation has the following effects:

• The sublicense to display the GIBQ Verified Mark on the affected Covered Products terminates immediately;
• Vendor shall comply with the wind-down obligations in Section 9.5 with respect to the affected Covered Products;
• The Registry listing for the affected Covered Products will be updated to reflect the revocation, including, where the Institute determines disclosure is warranted, a brief, factual statement of the basis for revocation; and
• Vendor may not reapply for certification of the same Covered Product for a period of twelve (12) months following the date of revocation, or such longer or shorter period as the Institute may specify.

11.6 Equitable Relief

Vendor acknowledges that any continued display of the GIBQ Verified Mark after suspension or revocation will cause irreparable harm to the Institute and the GIBQ Standards Body for which monetary damages alone are inadequate. Accordingly, the Institute and the GIBQ Standards Body are entitled to seek injunctive and other equitable relief in the courts of Wilmington, Delaware to enforce this Article 11, in addition to any other remedies available at law or in equity, without the requirement of posting a bond and without prejudice to the dispute-resolution provisions of Article 14.

12. Indemnification and Limitation of Liability

12.1 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE INSTITUTE, THE GIBQ STANDARDS BODY, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, ADVISORS, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE GIBQ VERIFIED PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE INSTITUTE AND THE GIBQ STANDARDS BODY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) ONE THOUSAND U.S. DOLLARS (US$1,000) OR (B) THE TOTAL FEES PAID BY VENDOR TO THE INSTITUTE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE LIMITATIONS ABOVE MAY NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

12.2 Indemnification by Vendor

Vendor shall defend, indemnify, and hold harmless the Institute, the GIBQ Standards Body, and their respective officers, directors, members, employees, advisors, agents, affiliates, and licensors (each, an "Indemnified Party") from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• The Covered Products, including any product liability, personal injury, property damage, or regulatory enforcement claim;
• Vendor's manufacturing, sourcing, marketing, sale, or distribution of any product (whether or not a Covered Product);
• Any false, misleading, fabricated, or fraudulent statement, document, or representation in any Audit Package or Vendor Attestation Form;
• Vendor's use or display of the GIBQ Verified Mark in violation of this Agreement, the Brand Guidelines, or any law;
• Any continued use of the GIBQ Verified Mark after suspension, revocation, lapse, or termination; and
• Vendor's breach of any representation, warranty, or covenant of this Agreement.

12.3 Indemnification Procedure

The Indemnified Party shall (a) promptly notify Vendor of any claim subject to indemnification (provided that any failure to notify shall not relieve Vendor of its obligations except to the extent Vendor is materially prejudiced by the delay); (b) reasonably cooperate with Vendor in the defense of the claim; and (c) permit Vendor to control the defense and settlement of the claim, provided that Vendor shall not settle any claim that imposes any obligation on, or admits liability of, an Indemnified Party without that Indemnified Party's prior written consent. The Indemnified Party may participate in the defense at its own expense with counsel of its choice.

12.4 Insurance

The Institute may, at its option, require Vendor to maintain commercial general liability insurance and product liability insurance with reasonable limits and to provide a certificate of insurance naming the Institute as an additional insured. The Institute will give Vendor reasonable written notice of any such requirement before it takes effect.

13. Representations and Warranties

13.1 Mutual Representations

Each party represents and warrants to the other that (a) it is duly formed and validly existing under the laws of its jurisdiction of formation; (b) it has full power and authority to enter into and perform this Agreement; (c) the execution and performance of this Agreement does not conflict with any other agreement to which it is a party; and (d) this Agreement, when executed, will be its valid and binding obligation enforceable in accordance with its terms.

13.2 Vendor Eligibility Representations

Vendor further represents and warrants that (a) Vendor is legally formed and operating in the United States; (b) Vendor is not on any U.S. or international sanctions list; (c) Vendor is not currently the subject of a criminal investigation, indictment, or conviction relating to its products or business operations; and (d) all information Vendor provides in connection with this Agreement is, to the best of Vendor's knowledge after reasonable inquiry, true, accurate, and complete.

14. Dispute Resolution

14.1 Informal Resolution

Before filing any formal proceeding, the parties shall first attempt in good faith to resolve any dispute through informal negotiation. The aggrieved party shall send written notice of the dispute, describing the facts and the relief sought, to the other party at the notice address set forth in this Agreement, and the parties shall negotiate in good faith for thirty (30) days from receipt of the notice.

14.2 Binding Arbitration

If a dispute cannot be resolved through informal negotiation, the parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement or its breach shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator. The seat of the arbitration shall be Wilmington, Delaware. The arbitrator may award only monetary damages and equitable relief, and may not award damages excluded by Section 12.1. Judgment on the award may be entered in any court of competent jurisdiction.

14.3 Class Action Waiver

The parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. The arbitrator may not consolidate the claims of multiple persons and may not preside over any form of representative or class proceeding.

14.4 Equitable Relief in Court

Notwithstanding Section 14.2, either party may seek injunctive or other equitable relief in the state or federal courts located in Wilmington, Delaware to (a) protect intellectual property rights, including unauthorized use of the GIBQ Verified Mark or the GIBQ™ mark, (b) enforce Article 7 (Confidentiality), or (c) enforce Article 11 (Suspension and Revocation), in each case pending the outcome of arbitration.

14.5 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.6 Governing Law

This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15. Miscellaneous

15.1 Notices

All notices under this Agreement shall be in writing and shall be deemed delivered: (a) when delivered personally; (b) one (1) business day after deposit with a recognized overnight courier; (c) three (3) business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested; or (d) when sent by electronic mail to the notice address of the recipient with confirmation of receipt. Notices to the Institute shall be sent to legal@gibq.org. Notices to Vendor shall be sent to the notice address set forth on the signature page or to such other address as Vendor may designate from time to time by written notice to the Institute.

15.2 Entire Agreement

This Agreement, together with the Standards, the Brand Guidelines, the Privacy Policy, the Terms of Service, the Fee Schedule, and any Vendor Attestation Forms executed in connection herewith, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, oral or written. In the event of conflict between this Agreement and the Standards or Brand Guidelines on a matter specific to certification or mark display, the Standards or Brand Guidelines (as applicable) controls. In the event of conflict between this Agreement and the Privacy Policy on the handling of personal information, the Privacy Policy controls.

15.3 Amendment

The Institute may amend this Agreement, the Standards, the Brand Guidelines, or the Fee Schedule from time to time. Material amendments will be communicated to Vendor by email to Vendor's notice address with at least thirty (30) days' prior notice (or, in the case of amendments to the Standards or Brand Guidelines, in accordance with the amendment procedures published in those documents). If Vendor does not agree to a material amendment, Vendor may terminate this Agreement under Section 9.2 within the notice period; Vendor's continued participation after the effective date of the amendment constitutes acceptance of the amendment.

15.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.5 No Waiver

No failure or delay by either party in exercising any right under this Agreement operates as a waiver of that right, nor does any single or partial exercise of a right preclude further exercise of that right or any other right.

15.6 Assignment

Vendor may not assign this Agreement, by operation of law or otherwise, without the Institute's prior written consent, except that Vendor may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of Vendor's assets, subject to the Institute's rights under Section 9.3 (termination on Change of Control). The Institute may assign this Agreement, in whole or in part, to an affiliate or successor without Vendor's consent. Any attempted assignment in violation of this Section is void.

15.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the parties or between Vendor and the GIBQ Standards Body. Neither party has authority to bind the other or to incur any obligation on the other's behalf except as expressly provided in this Agreement.

15.8 Force Majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, governmental action, labor disputes, internet or utility failures, or pandemics.

15.9 Third-Party Beneficiary

The GIBQ Standards Body is an intended third-party beneficiary of Articles 3, 7, 10, 11, 12, and 14, and may enforce those provisions directly. Except as expressly provided in this Section, this Agreement does not create any third-party beneficiary rights.

15.10 Counterparts; Electronic Signature

This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures delivered by electronic signature platform, email PDF, or facsimile are valid and binding.

15.11 Headings

Headings are for convenience only and do not affect interpretation.

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GIBQ Operations LLC · Vendor Verification Agreement v1.0 · April 2026 Operated under license from Global Institute for Biomedical Quality.