Broan-NuTone's TRADEMARK USAGE POLICY & LEGAL INFORMATION Applicability of Broan-NuTone's Trademark Usage Policy Broan-NuTone's trademark usage policy ("Policy") applies to any distributor, retailer, or other re-seller (collectively referred to as "Reseller(s)") authorized by Broan-NuTone to sell or distribute "Broan" and/or "NuTone" brand products.  Explanation of Broan-NuTone Trademark Usage Policy Proper use of trademarks is important.  Trademarks are proper terms that identify the products and services of a business and distinguish them from products and services of other businesses or economic endeavors.  The Policy is comprised of a number of specific rules.  Most of those rules reflect the overarching requirement that a Reseller's use of Broan-NuTone's trademarks must be non-confusing and non-disparaging.  By non-confusing, Broan-NuTone means that customers should always know with whom they are dealing when they buy or consider buying products or services.  By non-disparaging, Broan-NuTone means that, outside the bounds of fair use, a Reseller cannot use our trademarks as vehicles for defaming Broan-NuTone or sullying its reputation. Trademarks/Reservation of Rights Broan-NuTone is the owner of all rights, title and interest in Broan, Broan-NuTone and NuTone trademarks listed in the Broan-NuTone Trademark List and corresponding logos, images, artwork and marketing materials (the "Broan-NuTone Mark(s)").  The Broan-NuTone Trademark List is available at the attached link, and copies are available upon request.  Broan-NuTone may modify the Broan-NuTone Marks at any time in its sole discretion.  All goodwill resulting from use of the Marks shall inure solely to Broan-NuTone's benefit.  The attached Trademark List reflects registration status in the United States.  Please note that it is illegal to use the ® symbol unless the mark is registered in the appropriate national Patent and Trademark Office.  Please refer to the Broan-NuTone Trademark List periodically to ensure your compliance with the Policy.  Broan-NuTone may modify the Policy from time to time in its sole discretion, and will provide notice to Reseller of any modifications to the Policy.  Broan-NuTone will enforce the Policy in its sole discretion.  There are no third-party beneficiary rights to this Policy.  Any failure by Broan-NuTone to require compliance with any provision of the Policy will not operate as a waiver to request strict compliance in the future.  Restrictions Unauthorized use of Broan-NuTone Marks is strictly prohibited.  No Reseller may reproduce or use (or authorize the reproduction or use of) the Broan-NuTone Marks in any manner other than as expressly authorized by Broan-NuTone.  Reseller will not acquire any interest in any Broan-NuTone Mark and will use such Marks only as instructed by Broan-NuTone.  Reseller is granted the right to use the Marks authorized by Broan-NuTone solely for advertising, promoting, packaging and selling Broan-NuTone products in accordance with the terms of this Policy.  Reseller shall not register or allow any other party to register any of Broan-NuTone's Marks or any mark or name closely resembling or confusingly similar to them in any jurisdiction.  Reseller shall not challenge or assist others in challenging Broan-NuTone Marks or the registration thereof.  Websites that are not produced by Broan-NuTone should not imply, either directly or by omission, that they are owned or controlled by Broan-NuTone. Broan-NuTone may request and Resellers will provide samples of any marketing, advertising, or other material that includes the Broan-NuTone Marks from time to time. Always Use Broan-NuTone Marks As Proper Adjectives A trademark is an adjective and should not be used as a verb or noun or in the possessive or plural forms.  Every Broan-NuTone Mark should be followed by a generic term.  As a minimum requirement, use the generic term after the Broan-NuTone Mark at least once in each written communication and, when appropriate, in broadcast matter the first time the Broan-NuTone Mark appears. Example:  Broan-NuTone® intercoms Do Not Alter Broan-NuTone Marks When using a Broan-NuTone Mark, never vary the spelling, add or delete hyphens, make one word two, or use a possessive or plural form of the Mark.  Do not abbreviate a Broan-NuTone Mark to create an acronym. Use the Correct Symbol When using a Broan-NuTone Mark in text form, always use the correct ® or ™ symbol, as indicated on the Trademark List, on the most prominent occurrence of the Mark.  If no Mark is prominent, use the correct ® or ™ symbol on the first occurrence of the Mark.  Once a Broan-NuTone Mark is correctly attributed on a document or web page, it is not always necessary to mark subsequent appearances of the Broan-NuTone Mark.  Use Footnotes for Correct Attribution Attribute Broan-NuTone Marks in a footnote as follows.  Example: __________ is a trademark of Broan-NuTone, LLC, its subsidiaries and affiliates.  All other brands may be trademarks of their respective owners.  Note:  The blank space should be a list of all Broan-NuTone Marks that appear in that particular piece. Logo Sizing When using the Broan-NuTone Marks on a website that is not owned or operated by Broan-NuTone, the size and prominence of the Broan-NuTone Marks should not confuse consumers or mislead consumers into believing that the website is owned or operated by Broan-NuTone. Infringement by Third Parties Reseller shall promptly notify Broan-NuTone if it learns of any third-party infringement or threatened infringement of Broan-NuTone Marks.  Broan-NuTone shall control any enforcement against such infringement or threatened infringement in its sole discretion.  Third Party Trademarks Some authorized Broan-NuTone Resellers also sell products manufactured by third parties that are not affiliated with Broan-NuTone.  When doing so, Reseller must not use the Broan-NuTone Marks to market, promote or attract sales to other third party products.  On websites that sell products manufactured by both Broan-NuTone and third parties, Reseller must clearly identify the manufacturer of any such product. OUR COMPLIANCE WITH THE CALIFORNIA TRANSPARENCY IN SUPPLY CHAINS ACT OF 2010 On January 1, 2012, the California Transparency in Supply Chains Act of 2010 (the "Act") will go into effect in the State of California generally for retail sellers and manufacturers doing business in California, which have worldwide gross receipts of more than $100,000,000. The Act was designed to increase the amount of information made available by retailers and manufacturers regarding their efforts to address the issue of slavery and human trafficking, thereby allowing consumers to make better, more informed choices regarding the products they buy and the companies they choose to support. We believe that workers at our facilities and our supplier facilities have the right to freely choose employment and not be subject to exploitation as a condition of employment. Slavery and human trafficking can take many forms, including forced and child labor. We plan to increase our efforts to ensure and verify the absence of forced labor and child labor in our supply chain. First, we are in the process of preparing a new Code of Conduct for Suppliers ("Supplier Code of Conduct"), which should be finished in 2012. We plan to distribute this Supplier Code of Conduct to our major suppliers and we plan to encourage them to comply with it. We seek to proactively combat this problem by holding our business partners accountable to take greater social responsibility for their participation in the global economy. As part of the collaborative effort to ensure forced labor and human trafficking does not occur in the supply chain, we also plan to safeguard against violations of local law. Our Supplier Code of Conduct requires our suppliers affirm that their materials incorporated into their products comply with the local laws regarding forced labor and human trafficking of the respective country or countries they conduct business in. If a supplier rejects the Supplier Code of Conduct, we will emphasize that we will not tolerate serious or repeated violations and can terminate the relationship if needed. Terminating a contract may result in the loss of jobs, so we prefer to collaborate with suppliers to improve worker conditions wherever possible. We have not yet determined to what extent, and in what manner, our Supplier Code of Conduct will provide for us or for third parties to audit our suppliers' compliance.  Second, our employees are bound by a company-wide Code of Ethics that requires them to obey all laws, including laws against forced labor and human trafficking. In addition, we plan to train existing employees as well as new hires, who are responsible for supply chain management on how to identify and respond to forced labor and human trafficking. We want to be a company known for ethical leadership, a company where employees are proud to work and a company with which customers and suppliers want to do business. We gain trust by treating others with integrity, respect, and fairness. We must continue to demonstrate these values every day and in all our interactions, one day at a time. The office of the General Counsel at our parent company, Nortek, Inc. www.nortek-inc.com, is responsible for overseeing our program. We will continue to strengthen our awareness program to keep compliance mind. Non-Compliance with Policy If a Reseller does not fully comply with the Policy, Broan-NuTone may elect to:  (a) terminate the Reseller's access to Broan-NuTone's Marks, (b) suspend or end the Reseller's participation in Broan-NuTone Reseller programs, (c) refuse to ship Broan-NuTone products to the Reseller, (d) refuse to do business with the Reseller, and/or (e) terminate or non-renew Reseller as an authorized Broan-NuTone Reseller.  Questions or Comments If Reseller has any questions or comments about the Policy, please contact Steve Swenerton, at 1-800-548-0790.