GENERAL TERMS AND CONDITIONS VOF ZONDERLAND & VAN ZEIJL

1. SERVICES

1.1 Services by VOF Zonderland & Van Zeijl

VOF Zonderland & Van Zeijl (hereinafter: “Z-VZ”) will provide the services to the Client and its employees as expressly described in the Agreement. Z-VZ services may contain advice, recommendations and/or results, but the implementation of such advice, recommendations, and/or results is the responsibility of, and taken by, the Client. The Deliverables described in the Quotation that Z-VZ has delivered in the context of the Agreement are considered accepted if they are not refused in writing by the Client within fifteen (15) calendar days after delivery.

1.2 Planning

The schedule for the delivery of the Z-VZ services is described in the Quotation.

1.3 Professional consultants

The Z-VZ services described in the Contract Details and further in the Quotation will be performed, as may be expected from a professional consultant acting diligently, by the number of Z-VZ consultants specified in the Contract Details. The Client can never order/expect more Z-VZ services than can be performed by the agreed number of consultants.

1.4 Mutual cooperation

The Client acknowledges that the reasonable cooperation of the Client is required for the performance of the Z-VZ services, for example with regard to access to the facilities and personnel of the Client, the provision of data and the conduct of an open dialogue about the objectives of the Client. In addition, the Client acknowledges that it must (will) perform all tasks described in the Quotation on time and properly, so that Z-VZ can perform properly. The Client will grant and cooperate with all reasonable requests from Z-VZ, so that Z-VZ is able to perform the Z-VZ services properly. The Client will ensure that Z-VZ is immediately informed of facts and circumstances that are relevant or important for the (correct) performance of the Services.

1.5 Limited License to Materials In connection with the provision of Z-VZ services, Z-VZ may provide the Client with access to electronic or paper copies of certain materials related to the Services, including: reports, documentation, tools, spreadsheets, slides, information, processes, methods, electronic tools and other related material, which is copyrighted information either by Z-VZ or under license to Z-VZ, and is protected by the copyrights owned by Z-VZ or third parties licensed to have access to the material used by Z-VZ (collectively referred to as the “Material”).

As provided in the Agreement, Z-VZ grants the Client a limited revocable, non-exclusive, non-transferable license to use, but not reproduce, copy or distribute the Material solely as a reference source by the authorized employees of the Client when the Client wants to improve its internal activities. The Agreement does not include the right to sub-license the use of the Materials to any other person or entity, including suppliers or other consultants, agents or business partners of the Client. The Client will not use the Material for business activities that compete with those of Z-VZ. The Client may not copy or distribute the Material, nor any derivative works thereof, within the Client or to third parties. The Material will at all times be subject to the copyright of Z-VZ and will be described as such on the Material when it is delivered to the Client. The Client may not create derivative works of the Material. As agreed between the Client and Z-VZ, Z-VZ retains all ownership rights in the Material and derivative works thereof.

2. COMPENSATION

2.1 Remuneration for Z-VZ consulting services

The Client will reimburse Z-VZ for the consulting services in full in accordance with the amounts agreed in the Agreement or in the Quotation. provide a written invoice, duly itemized, and any additional information required by local tax law. Z-VZ will prepare reports on the Z-VZ services if and as agreed in the Quotation.

The invoiced fee must be paid within thirty (30) days after Z-VZ's invoice has been sent by transfer to the Z-VZ bank account specified in the Contract Details.

2.2 Expenses

The Client will only reimburse Z-VZ in exceptional cases, and provided that prior permission has been given, for the reasonable necessary expenses such as travel costs, which Z-VZ incurs when providing the consulting services (on invoice as specified above). .

3. CONFIDENTIALITY AND DATA PROTECTION

3.1 Confidential Information of the Client

“Confidential information of the Client” means all data that is not publicly accessible, which the Client provides to Z-VZ and of which the Client declares in writing to Z-VZ at the time of release that it concerns confidential information.

Z-VZ, and Z-VZ's employees and subcontractors will: (a) keep the Confidential Information confidential; (b) use the Client's Confidential Information only as necessary in the performance of Z-VZ services and (c) make the Client's Confidential Information available only to employees and subcontractors of Z-VZ who have such confidential information of the Client reasonably need in the performance of the Z-VZ services.3.2 Without prejudice to mandatory provisions, the above does not apply to the parts of the Client's Confidential Information:

(a) of which Z-VZ is already aware for other reasons before the assignment is given by the Client;

(b) which are disclosed to Z-VZ without restriction in good faith by third parties who are entitled to and may dispose of this information or have the right to disclose it;

(c) are (become) generally known by publication or in any other way, without Z-VZ being responsible for this or

(d) which Z-VZ is required by law to disclose to a judicial (investigation) body or comparable legal body.

3.3 Confidential Information of Z-VZ

Confidential information of Z-VZ includes all data that is not publicly accessible, that Z-VZ provides to the Client and of which Z-VZ declares in writing to the Client at the time of release that it concerns confidential information, or that it is this concerns information that the Client should reasonably recognize as confidential information of Z-VZ.

3.4 The Client and its employees shall: (a) keep Z-VZ's Confidential Information confidential: (b) use Z-VZ's Confidential Information only as stipulated in the Agreement and (c) Z-VZ's Confidential Information Make VZ available only to the employees and subcontractors of the Client

3.5 Without prejudice to mandatory provisions, the foregoing does not apply to parts of Z-VZ's Confidential Information: (a) of which the Client is already aware before it receives it from Z-VZ; are disclosed by third parties who are the legal owner of this data and thus have the right to disclose it;

(c) which are (become) generally known by publication or in any other way, without the Client bearing any responsibility for this or which the Client is obliged to disclose to a judicial (investigation) authority or comparable legal authority.

3.6 Data protection

With regard to the processing of personal data by Z-VZ on behalf of the Client in the performance of Z-VZ consultancy services, the Parties refer to the Data Protection Provisions in Appendix B.

4 INTELLECTUAL PROPERTY RIGHTS

4.1 Ownership and transfer of ideas

Z-VZ has the proprietary right (including, but without limitation to copyright and other intellectual property rights) and all rights (without prejudice to its obligations of confidentiality) to use the Deliverables, its ideas, concepts, know-how, methods, techniques, processes and expertise, and adaptations thereof during the business, to use and disclose it, and the Client may still prohibit or prevent Z-VZ its personnel from doing so.

Z-VZ hereby grants the Client the non-exclusive, royalty-free, worldwide, perpetual, non-transferable right to use, reproduce, distribute and modify the Deliverables for the purposes of the Client for which they were delivered. If Z-VZ uses its intellectual or other property rights for the

performance of the Z-VZ consulting services, Z-VZ retains all right, title and interest with respect to such property, and the Client, except for the right expressly granted in this paragraph, shall not have any right, title or interest in such property acquire.

For the purposes of the Agreement, “Deliverables” are all products first created by Z-VZ for delivery to the Client with respect to the Z-VZ consulting services described in the Agreement, excluding software or related documentation for which the Client licensed from third parties, or any changes, improvements, or derivative works thereof.

All intellectual property and property rights in the material made available by the Client for the implementation of the Z-VZ consulting services remain the property of the Client. The Client hereby grants Z-VZ the right to use, reproduce, distribute and modify the material used to create Deliverables.

4.2 Ideas behind

All intellectual property, including inventions, know-how, copyrights, data, information and trademarks (hereinafter referred to as “Intellectual Property”) owned by either party prior to the Commencement Date or independently generated by either party during the Agreement (hereinafter referred to as “Understanding IP”), remains the property of that party, and the other party has no rights or title in the Underlying IP, except where incorporated into the Deliverables, where Section 4.1 applies. For the purposes of this point 4.2, Underlying IP also includes any intellectual property rights licensed to the parties from third parties.

4.3 Information about the Client

All Data about the Client that the Client provides or is generated by Z-VZ on behalf of the Client as part of the Z-VZ consulting services are the sole and exclusive property of the Client. The Client hereby grants Z-VZ the perpetual, non-exclusive, worldwide, transferable, royalty-free right to use, copy, modify, improve and prepare derivative works, and to commercialize them in anonymous form and in accordance with Article 3 on Confidentiality .

4.4 Public procurement

Z-VZ relies, if applicable, on Article 6 of EU Directive 2004/18/EC of 31 March 2004 on the coordination of procedures for the award of public contracts for works, supplies and services to prevent the disclosure of confidential information to restrict third parties. If a scan is performed as part of the Z-VZ consulting services, the respective confidential parts of this scan will be clearly marked as “confidential” within the report of the scan for ease of use. Taking into account this confidential information that remains protected by Z-VZ, the Client has the right to release the content of the Z-VZ scan to involved third parties in order to meet the objectives of paragraph 8 of Directive 2004/18/EC and ensure a fully competitive tender process for the implementation of all purchase operations launched by the Client pursuant to this report. The Client guarantees that the performance of the Z-VZ consulting services, as stipulated in the Agreement or described in the Declaration of Performance, will not exclude Z-VZ nor will it lead to the exclusion of Z-VZ from participating in government contracts that the Client could directly organizing with regard to the subject(s) described in the Declaration of Performance.

5 DURATION AND TERMINATION

5.1 Fixed duration

The Agreement is valid for a definite period of time, from the Commencement Date to the End Date.

5.2 Premature Termination

If a party fails and commits a breach of contract, the other party must notify the defaulting party thereof in writing within a reasonable period of time. In the absence of remedy within thirty (30) days of written notice, the party alleging the breach of contract may terminate the Agreement with immediate effect by giving written notice to the defaulting party. Failure by a party to terminate the Agreement after a serious breach of contract does not mean that party waives its right to terminate the Agreement in the event of subsequent breach of contract or that it loses its claims for indemnification outright.

5.3 Consequences of Termination

In the event of premature termination of the Agreement for any reason whatsoever, the Client will in any case reimburse all Z-VZ services already provided and Z-VZ will deliver all Deliverables for Z-VZ services it has performed up to that time. , without prejudice to the other possible claims of Z-VZ against the Client.

5.4 Validity

6 LIABILITY AND FORCE MAJEURE

6.1 Liability and Exoneration

Z-VZ's liability does not exceed the compensation received under the Agreement.

6.2 Z-VZ is not liable to the Client for losses and/or other (indirect) consequential damage such as loss of profit, goodwill, business opportunities or planned savings.

6.3 The limitation of liability does not apply if and insofar as the damage is the result of intent or gross negligence.

6.4 Force majeure

Neither party shall be liable for any delay or other failure to perform due to circumstances or causes beyond its reasonable control, including, but not limited to, acts or omissions or failure to cooperate of the other party (including, but not limited to, entities or individuals under its control, or their respective directors, officers, employees or other personnel and other agents), acts or omissions or inactions of third parties, fire or other disasters, acts of God, epidemics (including, for the avoidance of doubt, pandemic influenza), strike or social disputes, war or other violence, or government laws, orders or demands.

7 FINAL PROVISIONS

7.1 Independent contractor

Z-VZ acts as an independent contractor for the Client. Z-VZ and its employees or subcontractors are in no way regarded as an agent, representative or employee of the Client. The relationship between the Client and

Z-VZ laid down in the Agreement is that of independent contractors. The Agreement or its performance does not include any franchise, joint venture or partnership. Neither party to the Agreement is in any way agent, broker, partner, employee, joint venture or legal agent of the other party.

7.2 Entire Agreement

The Agreement including Annexes constitutes the only agreement or understanding between the parties or between a party and participants, whether or not named, in the activities described in the Agreement, with respect to the subject matter of the Agreement. Changes, adjustments, extensions or changes to the agreement are only valid and binding if they are set out in a written agreement signed by both parties. The Agreement may be ratified in one or more copies, all of which together constitute an Agreement and each of which shall be deemed an original copy of the Agreement.

7.3 Statements

The Agreement may be ratified in one or more original copies.

7.4 Applicable law

Dutch law applies to the Agreement.

7.5 If a provision of the Agreement should be void or voidable, this will not affect the validity of the other provisions and a provision will apply which, in terms of nature and scope, corresponds as closely as possible to what the parties have in mind when entering into the Agreement or aim.

7.6 Notices and choice of domicile

All notices, requests, requests, judgments, reports or other communications permitted or necessary under the Agreement must be sent to the addresses set forth on the first page of the Agreement and shall be deemed to have been duly sent if they were sent by registered mail to the specified address of both parties. Either party may change its address with notice to the other party. When a party confirms the proper receipt of a non-registered letter or digital message, this is (also) sufficient as notification.