AJINOMOTO FOODS NORTH AMERICA, INC. STANDARD TERMS AND CONDITIONS OF PURCHASE ORDER

1. Agreement to Perform Services and Provide Deliverables. Company’s Order is an offer to Provider and is binding subject to the terms and conditions herein upon acceptance by Provider’s acknowledgment, or delivery of the Deliverables or performance of the Services, in whole or in part. Upon receipt of any necessary materials and/or information from Company (the “Materials”), Provider shall perform the Services and/or provide the Deliverables in the Order in accordance with these terms and conditions and any other attachment(s) in the Order (collectively, “Documentation”). Time is of the essence and Provider shall provide such services (“Services”) and such deliverables (“Deliverables”) on a timely basis per the Order. In no event shall Provider assign, subcontract or delegate any of its rights or responsibilities hereunder or of any Order to any third party without Company’s prior written consent.

2. Materials Furnished by Company. Company shall at all times be the sole and exclusive owner and retain title to any Materials, and Provider agrees that title to Materials shall not be affected by Provider’s performance of the Services including those that result in incorporation in or attachment of the Materials to any other property. Provider shall use Materials, including but not limited to, designs, tools, patterns, drawings, information and equipment solely to perform the Services. Upon completion or termination of the Order, all items furnished by Company shall be returned to or disposed of per Company’s instruction. Provider shall be liable for any loss or damage to property furnished by Company while such property is in Provider’s possession or control.

3. Compliance with Laws. Provider shall comply with all applicable orders, regulations, requirements and laws of any and all supra-national, national, federal, state, provincial and local authorities and agencies. Provider has and will maintain all government permits, including without limitation, health, safety and environmental permits, necessary for any actions pursuant to the Order or Documentation. Any material violation of law by Provider relating to basic working conditions and human rights, including but not limited to, child labor, slavery, and human trafficking, may be considered a material breach for which Company may cancel any open orders with Provider at no cost to Company.

4. Shipment and Acceptance. All Deliverables provided hereunder shall be shipped to the destination(s) specified in the Order, FOB (INCOTERMS 2020) at such destination. Title and risk of loss to the Deliverables shall pass from Provider to Company at the designated FOB point. Provider will package and ship Deliverables in accordance with industry practices for similar goods, unless otherwise specified by Company. Unless otherwise explicitly provided on the face of the Order, all prices are FOB Destination Company’s designated receiving point and include all transportation costs. Prices do not include any duties or taxes. All Deliverables are subject to inspection and acceptance at Company’s facilities or specified destination. Company reserves the right to accept or reject any defective or partial shipment in whole or in part. Company, at its election, may return rejected Deliverables and require Provider to repair or replace any rejected Deliverables at Provider’s sole cost and expense, including transport fees. Provider will promptly reimburse Company for any loss incurred by Company due to any defects in such Deliverables, whether latent or patent, and will defend and hold Company harmless from any claims of third parties due to any failure of the Deliverables to conform to the specifications in the Order. This paragraph shall not limit Company’s right or Provider’s obligations under any other provisions of the Order in law or in equity.

5. Invoices & Payment. Provider shall promptly invoice Company for any amounts due under the Order. Company will not be obligated to pay any invoice received more than 60days after the date of the Service(s) or delivery of Deliverable(s). Company shall pay for the Services and Deliverables as specified in the Order, subject to Company’s right to discounts, deductions, or rebates agreed between the parties. Provider’s price for Services and Deliverables shall be the lowest price charged by Provider to buyers of similar services, deliverables and quantity. Payment does no or imply acceptance. Payment terms are Net 30 days, unless otherwise specified in the Order. Final payment shall only be made upon successful completion of Deliverables or delivery of Service. Company has the right to reduce and set-off against amounts payable for any indebtedness or other claim that Company may have against Provider.

6. Intellectual Property. As between Provider and Company, all intellectual property and information resulting from the Services or otherwise specifically relating to any custom Deliverable is or shall be owned by Company. Provider shall cooperate with Company to effectuate the purpose(s) of this Section 6, including, without limitation, the execution of all relevant documents, in Company’s sole discretion to effectuate assignments.

7. Termination. Company may terminate this Order at any time for any or no reason by written notice to Provider. Company shall only be liable upon termination for payment of the Order price for conforming Services or Deliverables completed up to the date of such termination.

8. Title upon Termination. Company may assume all right of possession, title and interest in or to all or any portion of the Materials, tooling, work in process or completed Deliverables in the Order by written notice to Provider following termination, subject to Company’s payment of amounts owing for such items pursuant to these terms and conditions.

9. Confidentiality. During the term and for five years thereafter, each party agrees to maintain the confidentiality of any confidential information obtained from the other party and not to use such information other than as expressly authorized. This obligation shall not apply to information which the receiving party can clearly demonstrate is: (i) through no act or failure to act by the receiving party, generally known or available; (ii) known by the receiving party before receipt from the disclosing party; or (iii) furnished to the receiving party by a third party without restriction or violation. All Documentation and Deliverables are the confidential and proprietary information of Company.

10. Representations and Warranties. Services shall be performed, and Deliverables shall conform to the specifications in the Order, in accordance with current good laboratory practices, good clinical practices, and/or good manufacturing practices, and be safe and fit for the intended purpose, including if applicable, fit for human consumption. At the time of delivery, all Deliverables shall be free from defects in design, workmanship, material and manufacture, and shall be free and clear of any lien or encumbrance or infringement of third-party rights. These representations and warranties are non-exclusive and in addition to any others contained in the Order or by law.

11. Limitation of Liability. EXCEPT WITH RESPECT TO SECTION 10, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THESE TERMS AND CONDITIONS EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Indemnification. Provider shall indemnify, defend and hold harmless, Company, its affiliates and their respective directors, officers, employees and agents (“Company Indemnitees”) from and against any and all losses (including accounts receivable deductions by customers of the Company), expenses (including reasonable attorney fees and expenses incurred in connection with disputes related to these terms and conditions), costs, liabilities or damages (“Losses”) to which Company Indemnitee is obligated to pay related to Provider’s performance of the Services or Deliverables to the extent such Loss arises out of or relates to (a) breach by Provider of any representation, warranty (whether implied or express), or any provision of these terms and conditions or the Order, (b) acts, errors, and omissions of Provider or its affiliates, employees, officers or agents, or (c) violation of law or regulation by Provider or its affiliates, employees, officers or agents.

13. Insurance. Provider shall maintain commercial general liability insurance, including coverage for bodily injury, property damage, and product liability claims, with a combined single limit of not less than one million dollars per occurrence and two million in the aggregate. Policy shall be endorsed to include Company and its affiliated parent and subsidiary companies as additional insureds and shall be primary and non-contributory with respect to all other available sources. Policy shall contain a waiver of subrogation in favor of Company. Coverage shall be satisfactory to Company and will insure Provider and Company from and against any and all claims for loss and/or damages because of bodily injury, death or property damage arising from or relating to the Services and Deliverables. An excess policy or umbrella policy may be used to meet minimum liability requirements provided that the coverage is written on a “following form” basis. Provider shall maintain worker’s compensation insurance with statutory limits, and employer’s liability limits equal to not less than one million dollars each accident, one million dollars by disease of each employee with policy limits of at least one million dollars. Policy shall contain a waiver of subrogation in favor of Company. Provider shall maintain automobile liability with a combined single limit of one million dollars for bodily injury and property damage. Policy shall be endorsed to include Company and its affiliated parent and subsidiary companies as additional insured. Policy shall contain a waiver of subrogation in of Company. Provider’s coverage shall be primary and non-contributory with respect to all other available sources. An excess policy or umbrella policy may be used to meet minimum liability requirements provided that the coverage is written on a “following form” basis. Supplier and its subcontractors shall maintain a minimum umbrella or excess policy with a limit of five million dollars. Suppliers and its subcontractors shall maintain a recall policy with a limit of two million dollars. Company may require additional coverages and higher limits than the coverages and limits listed above, upon written notice to the Provider. Provider shall provide at least 30 days’ prior written notice to Company of material change, expiration, cancellation, or termination of policy. Upon request, Provider’s policies or Provider shall supply Company with certificates evidencing such insurance (ACCORD form or equivalent approved by the company). All insurance will be provided by insurance carriers with minimum AM Best financial rating A-VII.

14. Recall. Each party shall promptly notify the other party regarding any circumstances reasonably likely to result in a recall. If a recall results from the acts or omissions of one party, such party shall bear the direct expenses of both parties incurred in the recall. If a recall is partially caused by the actions or omissions of both parties, each party shall be responsible for its proportionate share of the recall expenses based on its proportionate share of causation. Recall expenses, including but not limited to, the expenses of notification, shipping, return, replacement, and destruction of recalled Deliverables (including Deliverables which cannot be shipped due to the condition causing the recall). The parties shall discuss in good faith and agree on the scope and costs of recall, if practicable, prior to enforcement of the recall and each shall reasonably mitigate the losses cause by any recall.

15. Survival. Completion of the Services and delivery of the Deliverables will not relieve the parties of any obligation accruing prior to such completion. The provisions of Sections 2, 3, 6, 8, 9, 10, 11, 12, 13, 14 and 16 will survive such completion.

16. Miscellaneous. Disputes shall be resolved by arbitration in accordance with the rules of the American Arbitration Association. Any arbitration decision will be binding on both parties and may be enforced in any court with competent jurisdiction. The parties knowingly and voluntarily waive their rights to have any dispute tried and adjudicated by a judge or a jury. The party prevailing at arbitration will be entitled to a sum fixed by the arbitrator for its related costs and expenses, including reasonable attorney fees. These terms and conditions are governed by the law of the state where Company’s business unit that purchased the Products is located, to which Supplier hereby consents. The prevailing party in any action shall be entitled to recover from the other party, in addition to any other relief to which it may be entitled, reasonable attorneys’ fees and costs incurred in prosecuting or defending such action. If any term or provision, or any portion thereof, is held to be invalid, illegal or unenforceable, the remaining portions shall not be affected. No waiver of any provision herein constitutes a waiver of any other provision. The Order, these terms and conditions and the Documentation constitute the entire understanding between the parties, unless otherwise agreed in writing signed by both parties.