Solution Access Agreement (stand alone)

This solution access agreement (the “Terms”) is made and effective as of the 01st of
March, 2020, between

Woodsland Joint Stock Company

Corporate ID No. 192032000108
Block 49K, Quang Minh Industrial Zone, 100000 Hanoi, Vietnam

(hereinafter referred to as the “Company”);

and

IKEA Supply AG a company incorporated in Switzerland, with corporate ID No. CHE-

106.816.182, and registered address at Grüssenweg 15, 4133 Pratteln, Switzerland
(hereinafter referred to as “IKEA”).

In these Terms, each of IKEA and the Company are referred to individually as a “Party”
and together as the “Parties”.

1. Introduction

The Company is engaged in the business of supply of certain goods and/or services.

The Parties are either Suppliers or are investigating the possibility of entering into a
potential purchase or other agreement (as applicable) (defined as the “Purpose”).

In consideration of the performance of the Purpose, the Company needs to access IKEA’s
solutions/software applications (the “Solutions”). By providing the Company with access
to the Solution, the Parties will exchange business information, technical information,
messages and other information relevant for the Purpose. To prevent harm to IKEA and
its affiliates, it is of great importance for IKEA to avoid misuse of the access given to the
Solutions by the Company or other persons acting on the Company’s behalf.

The Parties have therefore agreed on the following Terms governing the access by
Company to the Solutions.

2. Access to the Solutions

Upon Company’s acceptance of these Terms, IKEA will grant the Company access to
Solutions for the Purpose and to such Solutions agreed between the Parties from time to
time (hereinafter the “Access”) during the term hereof and subject to the provisions of
these Terms.

The Solutions may include, but are not limited to, on-line tools for order management,
product specification management, payment and invoice management, and/or other
relevant applications. Additional terms of use as well as separate access/security rules and
guidelines may be communicated by IKEA for the use of and access to some of the
Solutions and shall, to the extent applicable, be considered as an integral part of these
Terms. In the event of conflict, such additional rules shall prevail over these Terms.
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The Company shall not make any changes in the Solutions, such as alter information, set-
ups, program parameters or equivalent, without written approval and instructions from
IKEA. The Company may access and use the Solutions solely for the Purpose and access
may be granted to such employees, consultants and other representatives identified by
the Company who need to access the Solutions for the performance of their legitimate
duties in relation to the Purpose. The Company shall ensure that its employees,
consultants and other representatives that gain access to the Solutions are sufficiently
competent and experienced at the correct handling of the Solutions.

If Company wishes to provide Access to external employees engaged by Company (the

legal entity as well as the employees of such entity referred to as “Sub-Contractor(s)”),
Company shall be responsible for such Sub-Contractor(s) fulfilling all obligations set forth
in these Terms and is liable for all damages and losses caused by Sub-Contractor.

3. Security

It is the responsibility of the Company to comply with and secure that:

(i) It maintains an effective vulnerability management, adequate protection against

computer viruses and unauthorized access in and to its IT network/systems;
(ii) It maintains security updates virus protection software and installs updates without
delay as soon as they become available;
(iii) The designated employees, consultants and other representatives only access and
use the Solutions for the Purpose;
(iv) The designated employees, consultants and other representatives are informed and
act according to these Terms and in accordance such information security rules and
instructions applicable and communicated by IKEA from time to time. Furthermore,
in the absence of any such specific information security rules and instructions
pertaining to a certain matter, the Company will strive to act in a diligent manner
and in accordance with the spirit and purpose of these Terms with the purpose of
preserving IKEA’s interests hereunder;
(v) to restrict access to and use of such IS/IT systems where access to the Solutions is
provided to staff to whom such access and use is necessary for carrying out the
Company’s legitimate interests in accordance with the Purpose;
(vi) to ensure that appropriate controls are implemented so that access to the IS/IT
systems where access to the Solutions is provided is restricted to authorized users
and not used for unauthorized purposes;
(vii) if security tokens or other security devices are applicable, to ensure that appropriate
measures are taken to ensure that the tokens are protected from unauthorized
access and restricted to authorized users;
(viii) to ensure that personal information which is subject to data protection legislation
must be stored and processed in accordance with the requirements of the relevant
data privacy legislation; and
(ix) not to introduce or spread to IKEA’s IS/IT systems malicious software, including, but
not limited, to computer viruses, worms, backdoors, spy-ware and other hacker
tools.

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4. Revocation of Access

IKEA may terminate the Company's Access to the Solutions at any time with immediate
effect without prior notice in case of suspected misuse of the Access by Company’s
employees, consultants and other representatives. Within 10 days after termination,
Company shall (i) permanently destroy any information including all copies derived from
the Solutions and any associated hardware keys and (ii) certify to IKEA in writing within
12 days of termination, that such obligations have been fulfilled.

Company shall be responsible for the acts and omissions of Company’s employees,
consultants and other representatives who have been granted Access to the Solution(s).
The Company shall also be responsible for any unauthorised access through the Company’s
IT network by any third party. Company undertakes to promptly inform IKEA if Company
has reason to suspect that any breach of Company’s obligations under these Terms or
unauthorised access has occurred. Company will promptly inform IKEA in writing of any
relevant employee, consultant or representative changes. This includes the rotation and
resignation of employees, consultants or representatives so that IKEA can disable their
usernames and remove/ change passwords.

5. Monitoring and personal data

IKEA reserves the right to monitor, register, process and store information relating to the
Access by Company’s employees, consultants and other representatives as well as the
right to access all information in the Solutions’ systems including, but not limited to,
information on systems that protect information with an individual User-ID, created or
processed by the employees, consultants and other representatives in the Solutions.

The Solutions include a number of technical and organizational measures to secure lawful
processing of personal data. Information relating to the Access or the employees,
consultants and other representatives use of the Solution(s) may be shared with any
company ultimately owned and/or controlled by the Dutch company Inter IKEA Holding
B.V. (“Inter IKEA Company”), and services partners within and/or outside of the EU/EEA
for the purpose of exercising its rights and obligations under these Terms.

By accepting these Terms, Company confirms that it has provided the required information
and that it has obtained all necessary approvals from its employees, consultants and other
representatives in relation to the management by any Inter IKEA Company of the use of
the Solution(s) and the Access as set forth in these Terms, in accordance with applicable
data privacy legislation.

6. Confidentiality

The Company may not during the term of these Terms as well as thereafter disclose to
any third party any technical or commercial information pertaining to IKEA and shall not
use such information other than for the Purpose. Any and all messages exchanged between
the Parties through the Solutions shall also be regarded as confidential information.

The Company may only allow access to the Solutions and information therein to its
employees, consultants and other representatives insofar such persons need such access

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for the Purpose. The Company shall ensure and be responsible for that its employees,
consultants and other representatives are bound by and observe confidentiality and non-
use undertakings that are not less extensive than those under these Terms.

7. Intellectual property rights

Notwithstanding anything contained in these Terms, the Company shall not at any time
acquire or have been granted a right to use any rights whatsoever, of whatever kind they
may be, to any intellectual property right belonging to IKEA.

Company recognises that the data and information provided through the Solutions includes
information protected by intellectual property rights, such as trademarks, copyrights,
patents or other intellectual property rights. By accepting these Terms, Company agrees
to respect these intellectual property rights and not make use of them without the prior
authorization of IKEA.

8. Term

These Terms shall come into effect immediately upon signing by both parties and shall
remain in effect as long as the part of the Agreement necessitating the Access (if any) is
in effect or the Access is actually exercised, whichever is the latest, at which time these
Terms will automatically expire and cease to be effective. In addition, IKEA will have the
right to terminate these Terms upon not less than ten (10) days’ prior written notice to
the Company.

The termination or expiration of these Terms shall not affect or impair any of the
obligations imposed hereunder that are intended, either explicitly or by nature, to continue
to be in force for the time thereafter or any liability incurred hereunder as a consequence
of a breach of any provision of these Terms.

Upon termination of these Terms, the Company shall immediately return IKEA’s
confidential, business related and/or technical information to IKEA or if agreed, delete or
otherwise permanently destroy all such information.

9. No Warranty and Liability

The Solutions are provided on an “as is” basis. IKEA makes no warranties, express or
implied, with respect to the Solutions, and disclaims all warranties of fitness for a particular
purpose, infringement of third party rights or uninterrupted, error-free access. Company
acknowledges and agrees that the input of data and accuracy and adequacy thereof,
including the output generated as a result of such input, is under the Company’s exclusive
responsibility.

IKEA shall not be bound by the content of such business information provided in or by the
Solutions and IKEA does not warrant or guarantee the accurateness or completeness of
such information.

IKEA shall not be liable for any damages whatsoever arising out of or in connection with
Company’s access, use or inability to use the Solutions, including, but not limited to, loss

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of profit, business interruption or loss of business information, even if Company has been
advised of the possibility of such damages.

IKEA excludes the liability for any and all damages in Company’s computer systems
suffered due to the transmission errors, technical faults or defects, outages, viruses or
illegal intrusions by accessing and using the Solutions.

The Company undertakes to fully indemnify IKEA for any costs and damages IKEA may
incur as a result of the Company’s, its employees’, consultants’ and other representatives’
violation or non-compliance of these Terms.

10. Miscellaneous

10.1 Designated Representatives

For any kind of questions, requests, access requests, consents, approvals, instructions or
other communication or information provided to or by IKEA from or to Company in relation
to these Terms or the Access, the Company shall only be entitled to refer to those
representatives of IKEA which are duly communicated as designated as contact person(s)
(the “IKEA Representative(s)”), or any other person subsequently being designated in
writing as an IKEA Representative to Company.

The Company shall communicate its designated contact person(s) for the purpose of these
Terms (the “Company Representative(s)”), and shall handle all communication with
IKEA only through such Company Representative(s) or any other person subsequently
being designated as such in writing by Counterparty to IKEA.

All communication under these Terms, except for insignificant matters, shall be in writing.

10.2 No Assignability
The Company shall not be entitled to assign any of its rights or obligations under these
Terms to a third party without the prior written consent of IKEA. IKEA shall have the right
to assign any of its rights or obligations, wholly or partially, to any affiliated company to
IKEA without the prior consent of the Company.

10.3 Entire Agreement

These Terms shall constitute the entire understanding with respect to the subject matter
hereof, and, thus, replaces any possible previous or other understanding with respect
thereto. Any amendment hereto shall be made in writing signed by both parties.

10.4 No Waiver
No failure or delay by IKEA to exercise any of its rights, powers or remedies under these
Terms or to insist on strict compliance by Company with any of Company’s respective
obligations under these Terms, and no custom or practice of the parties at variance with
the terms and conditions of these terms, shall constitute a waiver by IKEA of its rights
hereunder.

10.5 Severability
If any provisions of these Terms or any portion thereof is or becomes invalid or
unenforceable, the remainder of these Terms shall not be affected and such provisions
shall be valid and enforceable to the fullest extent.
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10.6 Governing law and dispute forum
These conditions shall be governed by the substantive laws of Switzerland.

All disputes arising out of or in connection with the present contract shall be finally settled
under the Rules of Arbitration of the International Chamber of Commerce by one or more
arbitrators appointed in accordance with the said Rules. The Emergency Arbitrator
Provisions shall not apply. The judgement of the arbitrator shall be final and binding on
both parties. The seat of the arbitration shall be Paris, France. The language to be used in
the proceedings shall be English.

The Parties shall keep all information, documentation, materials in whatever form
disclosed in the course of such arbitral proceeding confidential and such information may
solely be used for the purpose of those proceedings.

___________________

IN WITNESS WHEREOF, this Agreement has been executed in duplicate, each party taking
one (1) copy.

IKEA Supply AG Woodsland Joint Stock Company

Place and date: Place and date:

Signature Signature

Printed Name Printed Name