TERMS AND CONDITIONS OF PRODUCTS PURCHASED UNDER THE KWS COVER+™ SOIL PROTECTION PROGRAM

The purchase or use of soil protection product under the KWS Cover+™ Soil Protection Program (the “Product”) is subject to the following terms and conditions (“T&Cs”):

The purchase or use of soil protection product under the KWS Cover+™ Soil Protection Program (the “Product”) is
subject to the following terms and conditions (“T&Cs”):
1. Buyer acknowledges that KWS has certain intellectual property or other proprietary rights (“KWS IP Rights”) in the
Product.
2. KWS grants to Buyer a limited, single use, non-exclusive, non-transferable license to use the Product solely for the
purpose of growing soil protection that must be terminated prior to harvest, and not used for the production of any crop,
including seed, grain, silage, hay, straw, or greenfeed/haylage (the “Permitted Purpose”).
3. “Termination” is defined as the destruction of the Product in spring before maturity using established agronomic
methods, which include herbicide, tillage, roller crimping or mowing.
4. Grazing is a Permitted Purpose for the Product under these T&Cs. However, Buyer must still use established
agronomic methods for Termination of the Product after grazing.
5. If Termination is not possible due to unforeseen circumstances, Buyer may contact KWS in writing to request a
case-by-case evaluation.
6. Buyer agrees: (a) to acquire Product only from entities authorized by KWS to sell the Product; (b) to use the Product
solely for a single planting; (c) not to transfer any Product to any other person or entity; (d) to use the Product only for
the Permitted Purpose; and (e) not to use the Product or its progeny for research, evaluation, breeding, crossing,
propagation, seed multiplication, production, or development of a hybrid or different variety of seed.
7. KWS has the right to audit Buyer’s growing, storage, and other records related to the Product and its Termination
for a period of up to three years from the date Buyer purchased the Product. Buyer agrees to provide copies of all such
documents upon request from KWS. Buyer grants KWS the right to inspect Buyer’s fields and/or to test or take samples
grown from the Product to ensure compliance with these T&Cs, and to protect KWS’ IP Rights.
8. KWS DISCLAIMS ALL WARRANTIES REGARDING THE PRODUCT, TRAIT OR TRAIT TECHNOLOGY
IN THE PRODUCT, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-
INFRINGEMENT.
9. KWS ASSUMES NO LIABILITY OF ANY KIND REGARDING THE PRODUCT, WHETHER
CONTRACTUAL OR EXTRACONTRACTUAL, FOR NEGLIGENCE OR OTHERWISE, REGARDLESS OF THE
NATURE, CAUSE OR EXTENT OF THE LOSS OR DAMAGE. IN NO EVENT SHALL KWS BE LIABLE TO
BUYER OR ANY THIRD PARTY FOR ANY DAMAGE, INCLUDING CONSEQUENTIAL, CONTINGENT,
INCIDENTAL, LOST PROFITS, LOST REVENUES OR LOSS OF GOODWILL.
10. If Buyer breaches any of these T&Cs and/or infringes or otherwise violates any KWS IP Rights, Buyer agrees that
KWS shall be entitled to preliminary and permanent injunctive relief. KWS shall be entitled to recover its reasonable
attorneys’ fees and costs to enforce these T&Cs against Buyer.
11. These T&Cs shall be governed by the laws of the Province of Alberta, Canada and Buyer consents to exclusive
jurisdiction in the federal or provincial courts in Alberta.
12. Buyer may not transfer its rights or obligations under these T&Cs to any third party without the prior written consent
of KWS.
13. If any provision of these T&Cs is held or determined to be illegal, inoperative or unenforceable, that provision shall
not affect any other provision contained in these T&Cs.