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”):

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, which must be terminated prior to harvest, and cannot be harvested for grain or used to produce seed (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 and forage 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 are governed by the laws of the State of Illinois and Buyer consents to exclusive jurisdiction in the State or Federal courts in Illinois.

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.