Test Lab Agreement - NFC Forum

1 NFC Forum Authorized Test Lab Agreement Page 1 of 10 NFC Forum AUTHORIZED TEST LAB Agreement This Agreement is entered into as of _____ (the Effective Date ), by and between NFC Forum , Inc., a Delaware not for profit membership corporation ( NFC Forum ), with its principal office located at 401 Edgewater Place, Suite 600, W akefield, MA 01880, and the company identified immediately below ( Test Lab ), with its principal office located at the address specified immediately below: Company Name: Company Address: Lab Category (check one): First Party Test Lab Third Party Test Lab Background: A.

2 NFC Forum has created the NFC Forum Certification Program ( Certification Program ) under which devices ("Devices") built to comply with NFC Forum specifications ("Specifications") are subject to testing, using Approved Test Tools (defined below), performed by Authorized Test Labs (defined below), for purposes of demonstrating that such Devices comply with the Specifications in accordance with the Certification Program ("Testing"). B. Test Lab desires to be approved by NFC Forum as an Authorized Test Lab of the applicable Lab Category specified above (the "Applicable Lab Category") and, if so approved, to be listed as such on the Approved Lab List (defined below).

3 In consideration of the mutual benefits anticipated by both parties from Test Lab becoming an Authorized Test Lab and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Definitions. For purposes of this Agreement , the following terms shall have the following meanings: Applicable Lab Category means the category of Authorized Test Lab ( First Party Test Lab or Third Party Test Lab) specified by Test Lab on the cover page to this Agreement and with respect to which Test Lab has received or is currently seeking Authorization from NFC Forum . "Approved Lab List" means the list of Authorized Test Labs appearing on the W ebsite.

4 "Approved Test Tool" means a test tool that (i) has been validated as satisfying applicable NFC Forum testing requirements by an Authorized Test Lab in accordance with the Certification NFC Forum Authorized Test Lab Agreement Page 2 of 10 Program and (ii) at the time of such testing, has been approved by NFC Forum and is identified on the Approved Test Tool List. "Approved Test Tool List" means the list of Approved Test Tools appearing on the W ebsite. Authorization means written authorization provided to Test Lab by NFC Forum , indicating that NFC Forum formally recognizes Test Lab as an Authorized Test Lab, so long as such Authorization has not expired or been revoked, withdrawn, suspended, terminated or otherwise invalidated.

5 Authorized Test Lab means either a First Party Test Lab or a Third Party Test Lab. Authorized Test Lab Requirements means the then current version of (or successor document to) the NFC Forum Authorized Test Lab Requirements document made available by NFC Forum on the W ebsite. The current version of the Authorized Test Lab Requirements as of the release date of this version of the Agreement is available at First Party Test Lab means a company that, at the time in question: (a) has an in-house testing laboratory facility (or facilities) that is in compliance with the Requirements applicable to First Party Test Labs and performs all Testing at such facility (or facilities), (b) either wholly manufactures or is wholly owned and controlled by the manufacturer of the Devices being tested by such facility, (c) is in compliance with the terms and conditions of this Agreement and all other Requirements applicable to First Party Test Labs and to Authorized Test Labs generally, and (d)

6 Has received Authorization of First Party Test Lab status from NFC Forum , which Authorization has not expired, or been revoked, withdrawn, suspended, terminated or otherwise invalidated. NFC Forum Certification Policy means the then current version of (or successor document to) the NFC Forum Certification Policy Rules and Procedures for the Certification Program document made available by NFC Forum on the W ebsite. The current version of the NFC Forum Certification Policy as of the release date of this version of the Agreement is available at Requirements means, collectively: (a) Test Lab s obligations, responsibilities and duties pursuant to this Agreement , (b) the requirements, rules, policies and procedures generally applicable to all Authorized Test Labs (whether referred to as labs, NFC Forum Authorized Test Laboratories or otherwise) as set forth in the Requirements Documents or otherwise established by NFC Forum from time to time and (c)

7 The requirements, rules, policies and procedures generally applicable to Authorized Test Labs within the Applicable Lab Category, as set forth in the Requirements Documents or otherwise established by NFC Forum from time to time, in each case, including but not limited to obligations, responsibilities, duties, requirements, rules, policies and procedures relating to NFC Forum Membership, meeting attendance, insurance, annual requalification, lab accreditation and facilities, disclosure and maintenance of Testing results and records, RF requirements, audit and assessment requirements, and Certification Program requirements, policies and procedures relating to quality assurance, remediation and Revocation).

8 "Requirements Documents means the Authorized Test Lab Requirements, the NFC Forum Certification Policy, and all other documents published by NFC Forum from time to time in connection with the Certification Program, in each case as amended and in effect from time to NFC Forum Authorized Test Lab Agreement Page 3 of 10 time and made available on the W ebsite. Third Party Test Lab means a company that, at the time in question: (a) has a testing laboratory facility (or facilities) that is in compliance with the Requirements applicable to Third Party Test Labs and performs all Testing at such facility (or facilities), (b) is in compliance with the terms and conditions of this Agreement and all other Requirements applicable to Third Party Test Labs and to Authorized Test Labs generally, and (c) has received Authorization of Third Party Test Lab status from NFC Forum , which Authorization has not expired or been revoked, withdrawn, suspended, terminated or otherwise invalidated.

9 Website means the NFC Forum Web site and accompanying pages and materials available at 2. Eligibility and Certification Program Compliance for all Labs. Test Lab hereby acknowledges that is has received, has read, and understands all of the Requirements Documents. Test Lab hereby (a) represents and warrants that (i) it currently satisfies all of the Requirements specified in the Authorized Test Lab Requirements that are required to be satisfied in order to receive Authorization for the Applicable Lab Category and that (ii) all information provided to NFC Forum in connection with this Agreement , its application for Authorization, and the Certification Program is and shall be true, accurate and complete in all respects.

10 (b) agrees that it shall at all times satisfy and comply with all Requirements then in effect, and that all such Requirements shall apply to Test Lab s participation in the Certification Program; and (c) agrees to notify NFC Forum immediately in the event it fails to satisfy any such Requirements. Without limiting the generality of the foregoing, Test Lab hereby agrees as follows: (a) Test Lab shall ensure at all times that it has the ability to perform Testing of NFC Forum Functionality (defined in the NFC Forum Certification Policy) in accordance with the Requirements Documents. (b) In performing Testing, Test Lab shall use only Approved Test Tools and shall perform all Testing in a professionally competent manner and in accordance with the Requirements.