Alpargatas S A : 02/01/2023 - General terms and conditions of agreement

GENERAL TERMS AND CONDITIONS OF AGREEMENT

This instrument is an integral part of the PURCHASE ORDER and establishes the General Terms and Conditions of Agreement that will govern the commercial relations maintained between PRINCIPAL and

CONTRACTOR.

1. PRINCIPAL shall make payments to CONTRACTOR preferably by wire transfer or in the manner agreed upon in the PURCHASE ORDER:
2. CONTRACTOR may not assign or transfer any credits under this agreement to third parties, including banks
   and commercial development companies. CONTRACTOR under no circumstance may issue or endorse any trade bills or other securities against
   PRINCIPAL.

1. CONTRACTOR acknowledges that in the event of issuance of trade bills or other securities in disagreement with this clause, such trade bills or securities will be void and null.
2. CONTRACTOR may not, under any circumstances, submit for protest any securities that indicate PRINCIPAL as debtor.
3. In the event of breach of the provisions of this clause, CONTRACTOR shall pay PRINCIPAL, by way of pre-fixed loss and damages, the amount corresponding to ten (10) times the value of the trade bills or securities issued, plus interest of one percent (1%) per month until actual payment. Pursuant to articles 416 and 946 of the Civil Code, the fine shall be due by CONTRACTOR to PRINCIPAL regardless of any allegation or proof of actual loss, or calculation or settlement beyond a simple arithmetic operation.
4. CONTRACTOR acknowledges that if it had intended to be free to issue trade bills or other securities against PRINCIPAL, or to assign or transfer any credits under this agreement to third parties, PRINCIPAL would only have agreed to enter into it with CONTRACTOR on other economic bases, or it would have engaged another company, or it would not have entered into the PURCHASE ORDER.

3. Penalties

1. Unless there is a specific penalty provided for in this GTC, in the event of non-compliance with any obligation undertaken by CONTRACTOR, including delays in the schedule or in complying with the agreed upon deadlines, CONTRACTOR shall pay PRINCIPAL a non-compensatory fine corresponding to one percent (1%) per day, calculated on the value of the respective Purchase Order, while the non-compliance lasts, without prejudice to the termination of the agreement and the determination of additional losses and damages, if any.
2. Any fines imposed shall be deemed to be due and payable debts, and PRINCIPAL is authorized to

discount them from payments due to CONTRACTOR or to collect them in court.

1. Term and termination

1. This document will remain valid and enforceable while the sales relationship between the parties is in force.
2. For agreements that have a term equal or greater than six (6) months, the PURCHASE ORDER may be terminated without cause, by either party, without any charges, upon notice to be sent up to 30 days in advance. For agreements with a term of less than six
3. 1. months, termination without cause will not be applicable.
4. Without prejudice to the imposition of other penalties provided herein, the sales relationship maintained between the Parties may be immediately terminated, upon the occurrence of any of the events listed below:
5. 1. In case CONTRACTOR fails to meet the deadlines agreed upon with PRINCIPAL;
   2. In case of non-compliance with the obligations contained in the Purchase Order, this GTC or any other obligations assumed by
      CONTRACTOR;
   3. In case of bankruptcy, judicial or extrajudicial recovery of any of the Parties.
6. In the event of termination due to CONTRACTOR's breach of contract, the Purchase Orders that have already been forwarded by PRINCIPAL may be cancelled, at PRINCIPAL's sole discretion.
7. Without prejudice to the compensation due to CONTRACTOR until the effective date of termination, PRINCIPAL shall in no event be liable to CONTRACTOR for any losses and damages resulting from the termination caused by CONTRACTOR or that is made as expressly permitted in this GTC. Further, in the event of termination caused by CONTRACTOR, PRINCIPAL may withhold any payments to compensate for damages caused by CONTRACTOR.

1. Guarantees and charges

1. CONTRACTOR shall comply with all federal, state and municipal legislation, including, but not limited to the due payment of taxes, such as INSS, FGTS, among others, applicable within the scope of the Agreement, as well as the relevant resolutions in force by the applicable agencies, such as CRA, CREA, ANEEL, ANATEL, Secretary of Health Surveillance, among others, being the only responsible for any burden arising from violations of any of these actions, undertaking, furthermore, to hold the PRINCIPAL

harmless from any claims and or penalties resulting from their failure.

1. If PRINCIPAL is compelled by governmental authorities, legal determination or court order, to bear any burden resulting from CONTRACTOR's failure to comply with the obligations mentioned in this clause 5, PRINCIPAL is hereby authorized to discount them from any credits that may exist in favor of CONTRACTOR.
2. CONTRACTOR shall be liable to PRINCIPAL for all claims, proceedings, demands, damages, costs or expenses related to the violation of third parties' rights and claimed by them judicially or extrajudicially at any title, eventually arising from the activities set forth in the PURCHASE ORDER and shall indemnify PRINCIPAL for the respective expenses.

6. Obligations of the parties

1. Without prejudice to the other obligations described in this GTC, CONTRACTOR undertakes to:
2. 1. Perform the activities in accordance with the instructions received from PRINCIPAL, as well as in accordance with the specifications contained in the PURCHASE ORDER, or that are provided from time to time by PRINCIPAL;
   2. Comply faithfully all terms herein set forth in the GTC and the PURCHASE ORDER and refrain from practicing any acts that will imply discredit to PRINCIPAL's business;
   3. Provide information to the PRINCIPAL whenever so requested;
   4. Comply fully with the environmental legislation in force and applicable, preventing itself with standards, procedures and appropriate equipment, with permits and administrative licenses required and being liable for all the burdens and obligations of any kind relating to such legislation, as well as all damages and losses that may be caused by CONTRACTOR or its agents for any reason, including to third parties, as a result of noncompliance with this clause;
   5. Hold the PRINCIPAL harmless from any and all liability and or indemnity claimed or imposed for any acts performed by CONTRACTOR during the performance of the activities under the agreement. In no event, the CONTRACTOR's liability referred to in this item shall be minimized or excluded as a result of supervision performed by PRINCIPAL for monitoring the performance of

the activities provided in the PURCHASE ORDER;

1. 1. Deliver to PRINCIPAL a copy of its articles of association/by-laws, duly filed with the competent board of trade, and, whenever requested, submit, within five (5) days, proof of compliance with its tax, labor and social security obligations;
   2. Perform the activities under the agreement observing and complying with all applicable laws, regulations, and normative acts destined to the protection of personal data, in force during the sales relationship.
2. Without prejudice to the other obligations described in this GTC, PRINCIPAL undertakes to:
3. 1. Provide CONTRACTOR full cooperation and clarification on the products it sells, providing it with all information necessary for the proper continuation of the activities set forth in the
      PURCHASE ORDER;
   2. Pay the price stated in the PURCHASE ORDER, according to the deadlines set forth therein, provided that CONTRACTOR has complied with its obligations.
   3. Extend the representatives appointed by CONTRACTOR to access the facilities and systems necessary for the proper performance of activities, by sending relevant
      information and documents by CONTRACTOR, if so required by
      PRINCIPAL.

7. Confidentiality

1. For the purposes of this GTC, the following are considered confidential information:
2. 1. Information of any nature related to PRINCIPAL, and/or its business and activities, including strategic, technical, operational, financial, administrative, legal, accounting, commercial information and documents or any other nature, provided prior or subsequently to the acceptance of the PURCHASE ORDER, and obtained in
      discussions held with PRINCIPAL's management, employees or subcontractors;
   2. Analyses, studies and any other documents prepared by PRINCIPAL or any of its subsidiaries, employees or subcontractors that contain, reflect or have been developed

based on the information specified in item 'a' above.

1. With respect to Confidential Information, unless otherwise authorized, CONTRACTOR, its employees and subcontractors agree to:
2. 1. Keep and cause to be kept confidential all confidential information to which it has access, not sharing them with third parties not authorized by PRINCIPAL;
   2. Use and cause to be used all confidential information only for the purpose of supporting its work related to the PURCHASE ORDER, taking all precautions to protect the confidential information.
3. CONTRACTOR also undertakes to maintain strict confidentiality and not to disclose or reveal to third parties the existence of discussions regarding the scope of the PURCHASE ORDER, except when authorized by PRINCIPAL.
4. CONTRACTOR acknowledges that, in the event of breach of any of the obligations mentioned in this clause, CONTRACTOR shall be subject to a punitive and non-compensatory fine in the amount of one hundred percent (100%) of CONTRACTOR's sales revenue to PRINCIPAL in the last twelve (12) months, without prejudice to the applicable civil and criminal penalties, as well as any termination of contract, being obligated to exempt and/or indemnify PRINCIPAL from any and all damage, loss or liability that may be sustained or suffered, with respect to actions, damages, losses, costs and expenses that may suffer as a result of the violation.
5. If CONTRACTOR is required to disclose any confidential information or the existence of the sales relationship with PRINCIPAL, by legal determination or competent authority, it shall notify PRINCIPAL at least ten (10) days in advance, informing the extent of what has to be disclosed. CONTRACTOR undertakes not to disclose any information beyond what is strictly necessary to comply with the decision issued by the competent authority or the law.

8. Intellectual Property

1. For the purpose of this GTC, intellectual property rights shall include rights in any and all creations, including, but not limited to, patents, trademarks, industrial designs, software, copyright, database rights, design rights, molds, tooling, patterns and styles, confidential information (including know-how), and any similar rights (whether registrable or not).

1. CONTRACTOR acknowledges and agrees that the PURCHASE ORDER or the GTC does not license or transfer any intellectual property rights of PRINCIPAL to CONTRACTOR. Thus, the intellectual property rights that are disclosed to CONTRACTOR to enable the performance of the activities under the agreement shall only be used for this purpose and shall remain the property of PRINCIPAL.
2. In the event that the activities under the agreement consist of provision of Services or supply of customized product exclusively for PRINCIPAL, it is understood that it is part of the scope, and the assignment of all intellectual property rights produced specifically for the scope under the agreement is included in the price, which are assigned in their entirety to PRINCIPAL, without additional payments, and CONTRACTOR shall ensure the validity of such assignment.
3. PRINCIPAL, as the sole and exclusive owner of such rights, is hereby authorized to register in its name, use, modify, dispose of, export, edit, reproduce, translate, produce derivations, in whole or in part, of all the results/products generated, as it sees fit, in any territory, time and for any purpose.

9. Protection of personal data

1. During the processing of personal data in the course of the performance of the activities under the agreement, the Parties undertake to perform such activity in accordance with the applicable legal requirements, including, but not limited to, the Federal Constitution, the Consumer Protection Code, the Civil Code, the Civil Rights Framework for Internet Use (Federal Law No. 12.965/2014), its regulating decree (Decree 8.771/2016), and the General Data Protection Law (Federal Law No. 13.709/2018).
2. During the processing of personal data, as defined by the applicable legislation, the Parties undertake, but not limited to:
3. 1. Ensure that the processing is duly classified into one of the situations permitted by law;
   2. Follow the principles of good faith, purpose, adequacy, necessity, free access, data quality, transparency, security, prevention, non-discrimination and accountability, as defined in the applicable legislation;
   3. Adopt security, technical and administrative measures to protect personal data from unauthorized access and accidental or unlawful destruction, loss, alteration, communication or any form of inappropriate or unlawful treatment;

1. 1. Communicate, within a reasonable period of time, to the National Data Protection Authority and to the data subject the occurrence of a security incident that may cause risk or relevant damage to the data subjects;
   2. Not to retain or use personal data for a period longer than necessary for the fulfillment of the legitimate purposes for which the processing was authorized;
   3. Not to sell, assign to third parties, or in any way use personal data, without the authorization of the data subject, or in a manner contrary to law;
   4. Facilitate and collaborate, to the extent of their responsibilities, with the exercise of the legal rights of the data subjects, in the manner assured to them by law;
   5. Keep a record of the personal data processing operations they carry out, especially when based on legitimate interest;
   6. Whenever requested by the National Personal Data Protection Authority, carry out evaluations and reports of impact on the protection of personal data, including sensitive data, concerning their data processing operations, subject to the commercial and industry secrets.
   7. Restrict access to personal data to only those people who effectively need to access it for the fulfillment of the agreed obligations and to the extent necessary for the treatment, also ensuring that those who, within the limits and terms agreed between the Parties, have, or may have access to the personal data respect and maintain the confidentiality and security of such personal data, as well as observe the provisions of this GTC and the applicable law.
2. Each Party acknowledges that it shall be fully and exclusively liable to the other Party, the subjects of the personal data, the applicable regulatory and inspection entities and/or any interested third parties for the data processing activities carried out by it (including by employees and/or collaborators acting on its behalf), and shall thus indemnify, at any time, any and all damages it may cause as a result of such data processing, whether financial, moral, individual or collective.
3. In the event a Party is questioned (administratively or judicially) about the legality and legitimacy of any personal data processing activity carried out under the responsibility of the other Party, the latter shall

immediately (a) identify itself as exclusively responsible for the questioned processing activity; (b) take any and all measures within its reach to exclude the non- breaching party from the questioning in question.

1. The Parties shall eliminate from their systems and servers the personal data processed as a result of the PURCHASE ORDER, (i) after verifying that the purpose has been achieved or that the data is no longer necessary or relevant to the achievement of the specific purpose; (ii) at the end of the processing period; (iii) in the others.

1. No relationship

1. Acceptance of the PURCHASE ORDER shall not create any employment or social security relationship between the employees of CONTRACTOR and PRINCIPAL, and CONTRACTOR declares that all its employees are fully trained and familiar with the conditions under which the activities are to be performed, as well as is solely responsible for the payment of their wages, also stating that it is and will be strictly complying with all the rules of the labor and social security laws, regularly paying the salaries and collecting, within the legal timeframe, the contributions, social charges and respective taxes that are or may be levied on this agreement.

1. Assignment or transfer

1. Considering that the PURCHASE ORDER is signed with CONTRACTOR after careful selection criteria made by PRINCIPAL to ensure the excellence of its products and standardization of the quality of its service providers, partners and suppliers, CONTRACTOR is expressly prohibited to assign or transfer to third parties the rights and obligations under the PURCHASE ORDER at any title whatsoever and, consequently, from this GTC.
2. However, upon authorization by PRINCIPAL, to be requested by prior written notice, CONTRACTOR may subcontract part of the activities with a view to their efficient performance, being fully responsible for all activities performed by the subcontracted company and for the fulfillment by it of all terms and conditions agreed between PRINCIPAL and CONTRACTOR.
3. PRINCIPAL, for justifiable reasons, may request CONTRACTOR to replace any subcontracted companies, which shall be done within no more than forty-eight (48) hours.

1. Miscellaneous

1. The conditions herein may only be added to or modified by written instrument, signed by both Parties, duly represented and in the presence of two witnesses.