INTELLECTUAL PROPERTY RIGHTS POLICY

a) Subject to the express and limited rights granted by INTERLATAM, LLC (“INTERLATAM”) in the agreements executed with INTERLATAM (the “Agreement”), regarding products under the Interface or related brands (the “Products”), the counterparty of the relevant Agreement (the “Counterparty”) acknowledges and agrees that: (i) any and all Products’ Intellectual Property Rights are the sole and exclusive property of Interface or its licensors; (ii) Counterparty shall not acquire any ownership interest in any of Products’ Intellectual Property Rights under the relevant Agreement; (iii) any goodwill derived from the use by Counterparty of Products’ Intellectual Property Rights inures to the benefit of Interface or its licensors, as the case may be; (iv) if Counterparty acquires any Intellectual Property Rights in or relating to any Product (including any rights in any trademarks, derivative works or patent improvements relating thereto), by operation of law, or otherwise, these rights are deemed and are hereby irrevocably assigned to Interface or its licensors, as the case may be, without further action by either party; and (v) Counterparty shall use Products’ Intellectual Property Rights solely for the purposes of performing its obligations under the relevant Agreement and only in accordance with the relevant Agreement and the instructions of INTERLATAM. “Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks; (c) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the laws of any jurisdiction in any part of the world.

b) Subject to the prior written consent of INTERLATAM, Counterparty may translate or cause to be translated, certain items of Products’ marketing materials, user manuals or other documentation only in connection with the relevant Agreement. Counterparty hereby irrevocably assigns all copyrights in these translations to Interface.

c) Counterparty is authorized to refer to and advertise itself as an authorized distributor of the Products in the Territory set forth in the relevant Agreement. Counterparty shall not use the name “Interface”, “INTERLATAM” or any related trademark or Products’ Intellectual Property, except as previously authorized in writing by INTERLATAM.

d) Notwithstanding the foregoing, Counterparty shall submit to INTERLATAM for prior approval any proposed publication, advertising or other printed or electronic material identifying itself as an authorized Products distributor in the Territory set forth in the Agreement, including references to itself as an authorized Products distributor in the Territory.

e) Counterparty shall not: (i) take any action that may interfere with any of Products’ Intellectual Property Rights; (ii) challenge any right, title or interest of Products’ Intellectual Property Rights; (iii) make any claim or take any action adverse to the ownership of Products’ Intellectual Property Rights; (iv) register or apply for registrations, anywhere in the world, for Products’ Trademarks or any other trademark that is similar to Products’ trademarks or that incorporates Products’ Trademarks in whole or in confusingly similar part; (v) use any mark, anywhere, that is confusingly similar to Products’ trademarks; (vi) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the Products purchased under the relevant Agreement or any Product trademark; (vii) misappropriate any of Products’ trademarks for use as a domain name; (viii) alter, obscure or remove any of Products’ trademark or copyright notices or any other proprietary rights notices placed on the Products purchased under the relevant Agreement, marketing materials or other materials that INTERLATAM may provide; and (ix) create a combination mark consisting of any of Products’ Intellectual Property Rights with the proprietary marks of any other person or entity.

f) Counterparty shall ensure that all Products sold by Counterparty and all related quotations, specifications and descriptive literature, and all other materials carrying Products’ trademark, are marked with the appropriate trademark notices in accordance with INTERLATAM’s instructions.

g) On expiration or earlier termination of the relevant Agreement, Counterparty’s rights under this policies cease immediately, and Counterparty shall immediately cease all display, advertising, promotion and use of all of Products’ trademarks and shall not thereafter use, advertise, promote or display any trademark, trade name or product designation or any part thereof that is similar to or confusing with Products’ trademarks or with any trademark, trade name or product designation associated with Interface, INTERLATAM or any Product.