Assignment Agreement to Arc

Except to the limited extent necessary to comply with applicable laws, court proceedings or court orders, or to enforce a final settlement agreement or to ensure the enforcement of the arbitrator`s award, the parties agree that the existence, conditions and content of any arbitration, all information and documents disclosed in the arbitration, or the results of the arbitration, evidence, awards, judgments or rules or their enforcement, as well as any allegations, statements, confessions or positions made by either party to an arbitration shall be treated and kept confidential and shall not be intended to be used or disclosed for any other purpose or in any other forum. From time to time, GBCI may develop and make available new versions of the online platform to improve demand and improve the certification process. You may be able to upgrade to a new version of the online platform, as outlined in the Certification Guide. If you enter into this Agreement with the intention of upgrading (i.e., saving a previously saved project to a different version), you understand and agree that this Agreement will replace, delete and replace all agreements you have previously entered into with GBCI with respect to that project. You agree that the additional benefits granted to you and GBCI under this Agreement constitute valid consideration and that this Agreement constitutes a valid novation with respect to all prior agreements entered into with respect to any Project registered under this Agreement. This Service Agreement (this “Agreement”) is entered into by you (as defined below) and Green Business Certification Inc. (“GBCI”), a district of Columbia non-profit corporation located at 2101 L Street, NW, Suite 500, Washington, DC 20037, and constitutes a binding agreement between you, of the one part, and GBCI, of the other part. As used herein, the terms “you”, “your”, “yourself” and “owner” refer to the person(s) or entity(ies) who have all legal rights to own and control the real estate and personal property associated with the Project (defined below) and who perform this Agreement as implemented by a third party such as an architect, a property manager or consultant, who has been authorized to act on your behalf (your “Agent”). If this Agreement is accepted by a third party as an agent acting on behalf of a Project Owner, the words “you”, “your” and “yourself” used herein refer to the Project Owner and not the Agent, and such Project Owner will be considered a party to this Agreement as if that entity had agreed on its own behalf. Note: The “owner” of a LEED for Cities project is the municipality or other government agency responsible for the project boundaries. Nothing in this Agreement shall be deemed to grant any benefit or right to or to any person or entity other than you and GBCI (including the Agent); provided, however, that gbci`s indemnities are third party beneficiaries of this Agreement. GBCI reserves the right, in its sole discretion, to assign and/or delegate its rights and/or obligations, including, without limitation, the right to subcontract the provision of services related to the Program.

You may not assign and/or delegate any of the rights and/or obligations under this Agreement, except as set forth in Section 12.1(g) above. Any unauthorized assignment or delegation is null and void. 16.4 No rights granted by you to GBCI under this Agreement violate any other agreement; and 13.7 No public approval. Each party to this Agreement agrees not to provide the company logo, trademark (other than the trade name used to identify the Project) or proprietary circumstantial evidence of the other party or any affiliate in press releases, testimonials, quotes, case studies or endorsements without the prior written consent of the other party or any affiliate. This Agreement (including all attachments, appendices, documents and information accessible via hyperlinks or by reference to a URL (the “Additional Materials”) contained herein and form part of it) constitutes a fully integrated agreement that supersedes all prior agreements between you and GBCI with respect to the Project. You agree to abide by and be bound by the terms, conditions and terms of any Additional Material, whether or not this Agreement refers to a particular term or provision. Additional documents must be complementary and interpreted in harmony. In the event of any conflict, this Agreement shall prevail, followed by the Certification Guide, Fee Schedule, Scoring System, MPRs, Reference Manual and Trademark Use Policy in descending order. The terms and conditions of use of the website hosting the Application are not superseded by this Agreement. The Program is a process by which GBCI reviews documentation submitted by you or on your behalf to determine whether a building, interior or neighbourhood, as described by GBCI, meets the requirements of the LEED Green Building Rating System (“Rating System”) that you have selected for the project and whether it has been recognized to meet the requirements, that are required for certification or a specific level of certification. GBCI administers the program and grants certification through a license from the U.S. Green Building Council, Inc.

(“USGBC”). GRANTING CERTIFICATION DOES NOT GUARANTEE THAT YOU OR YOUR REPRESENTATIVE WILL MEET THE MANDATES OR REQUIREMENTS SO THAT THE PROJECT CAN BE BUILT AS “SUSTAINABLE”, “HEALTHY” OR “GREEN”. This Agreement and all rights and obligations of you, your agent and the GBCI Indemnifications arising out of or in connection with the Program shall be governed by the laws of the District of Columbia, United States of America, without regard to its conflict of laws rules. If a user or application submits more than 10 requests per second, other requests from the IP address may be limited for a short time. Once the request rate has fallen below the threshold for 10 minutes, the user can continue to access the content on SEC.gov. This SEC practice is designed to limit excessive automated searches to SEC.gov and is not intended or should not affect anyone browsing the site SEC.gov. 14.1 USGBC owns all rights to several trademarks, service marks, certification marks, logos and other graphic images, including, but not limited to, the “LEED” trademark and LEED certification marks (collectively, the “Marks”) and in accordance with the USGBC licenses, IN the event that you obtain certification, GBCI has the right to grant you the limited right to use the Marks as set forth herein. Trademarks represent valuable intellectual property of the USGBC and GBCI and their licensors and are protected by law. You acknowledge and agree that any unauthorized use of these Marks constitutes both an infringement of intellectual property and a violation of this Agreement. IN THE EVENT OF A CHANGE TO ANY MATERIAL PROVISION IN ACCORDANCE WITH THIS SECTION AND GBCI`S NON-ACCEPTANCE, OR IF GBCI DOES NOT NOTIFY YOU OF ANY MATERIAL CHANGE, YOUR SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AS PROVIDED HEREIN AND OBTAIN A PRO-RATED REFUND OF THE FEES YOU PAID UNDER THIS AGREEMENT IN RESPECT OF YOUR PROJECT FOR THE SERVICES PROVIDED WITHIN ONE HUNDRED AND EIGHTY (180) DAYS. IMMEDIATELY PRIOR TO THE DATE OF TERMINATION.

BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU ARE FULLY AWARE OF AND AGREE TO ALL OF THE FOLLOWING TERMS, CONDITIONS AND TERMS, YOU REPRESENT THAT YOU HAVE CONSULTED WITH COUNSEL ABOUT YOUR RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, AND THAT YOU ARE HEREBY ENTERING INTO A LEGALLY BINDING AGREEMENT. GBCI WILL NOTIFY YOU OF ANY CHANGES TO THE SERVICES AND APPLICABLE POLICIES BY POSTING REVISIONS IN THE ONLINE VERSION OF THE USER MANUAL. YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE FULLY REVIEWED AND ARE AWARE OF THE PROGRAM INFORMATION PUBLISHED IN THE USER MANUAL AND THAT YOU AGREE TO PERIODICALLY CHECK ONLINE FOR UPDATES. YOUR CONTINUED PARTICIPATION AFTER THE DELIVERY OF THE NOTICE, AS PROVIDED HEREIN, CONSTITUTES YOUR IRREVOCABLE ACCEPTANCE OF ALL CHANGES MADE AND THE LEGAL MODIFICATION OF THIS AGREEMENT. 5.3 If you apply for certification through the Campus approach and intend to certify multiple buildings or interiors in a campus environment by registering and submitting one or more master sites, the term “Project” means each of the buildings and interiors (“Campus Projects”) and each of the Master Sites for which you are applying for certification. The term “master site” refers to a separately registered and submitted project that consists of a partial application designed to represent certain common aspects of many buildings or interiors within a campus for which certification is sought. Note: While master sites may be submitted for review, they are aggregation tools and do not complete applications for associated buildings or interiors and do not receive independent certification. All of your rights to use the Marks under the license granted under Section 11 will terminate and you must immediately cease using and displaying the Marks (or, if the Project includes more than the completed part, with respect to the relevant part of the Project). .