THE CORPORATION OF THE COUNTY OF PRINCE EDWARD BY-LAW NO

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1 I THE CORPORATION OF THE COUNTY OF PRINCE EDWARD BY-LAW NO BEING A BY-LAW TO AUTHORIZE THE EXECUTION OF A NON- ENFORCEMENT AGREEMENT BETWEEN THE CORPORATION OF THE COUNTY OF PRINCE EDWARD AND VINTNERS QUALITY ALLIANCE ONTARIO. WHEREAS Section 10 of the Municipal Act, 2001, S.O. 2001, c.23 as amended, a single-tier municipality may provide any service or thing that the municipality considers necessary or desirable for the public; AND WHEREAS the Corporation of the County of Prince Edward hold the official mark "Prince Edward County, filed pursuant to Section 9(l)(n)(iii) of the Trade-Marks Act, RSC. 1985, c. T-13, as amended, with the Canadian Intellectual Property Office as Application No ("the Official Mark); AND WHEREAS Vintners Quality Alliance Ontasio is the designated wine authority in the Province of Ontario pursuant to the Vintners Quality Alliance Act, 1999 S.O. 1999, c. 3 as amended (the "Act"); I1 AND WHEREAS Vintners Quality Alliance Ontario is authorized To administer the Act in accordance with the law; AND WHEREAS "Prince Edward County" is a prescribed term under the Act; AND WHEREAS the Corporation of the County of Prince Edward agrees to permit Vintners Quality Alliance Ontario, any member of Vintner Quality Alliance Ontario or any other person regulated under the Act the lawful use of the term "Prince Edward County", solely for the purpose of the name of a viticulfural area or appellatioa, in connection with a label or container of wine approved by Vintners Quality Alliance Ontario. NOW THEREFORE the Council of the Corporation of the County of Prince Edward enacts as follows; 1. THAT the Non-Enforcement Agreement between the Corporation of the County of Prince Edward and Vintners Quality Alliance Ontario substantially in the form attached hereto as Schedule 'A' to this By-law be and the same is hereby authorized and approved. 2. THAT the Mayor and the Clerk are hereby authorized and directed to execute the said Non-Enforcement Agreement annexed hereto as Schedule 'A' on behalf of the Corporation and to affix to it the corporate seal of the Corporation of the County of Prince Edward. 3. THAT the provisions of the by-law shall come into force and effect upon the final, passing thereof. Read a first, second, and third time and finally passed this 23rd day of April, I 1007.

2 Schedule 'A' to By-law No THIS NON-EN O EMENT AGREEMENT (the "Agreement") is made in duplicate on the d s Y ~ 2007 ~, BETWEEN: "Corporation of the County of Prince Edward", a body incorporated pursuant to the laws of the Province of Ontario ("The County") VINTNERS QUALITY ALLIANCE ONTARIO, a body incorporated pursuant to the laws of the Province of Ontario ("VQA Ontario") WHEREAS The County holds the official mark "Prince Edward County", filed pursuant to Section 9(l)(n)(iii) of the Trade-Marks Act, R.S.C. 1985, c. T-13, as amended, with the Canadian Intellectual Property Office as Application No ("the Official Mark") AND WHEREAS VQA Ontario is the designated wine authority in the Province of Ontario pursuant to the Vintners Qualiw Alliance Act, 1999, S , c. 3, as amended, (together with its rules and regulations, the "Act"); AND WHEREAS VQA Ontario is authorized to administer the Act in accordance with the law; AND WHEREAS "Prince Edward County" is a prescribed term under the Act; AND WHEREAS The County agrees to permit VQA Ontario, any member of VQA Ontario, or any other person regulated under the Act the IawfUl use of the term "Prince Edward County", solely for the purpose of the name of a viticultural area or appellation, in connection with a label or con.tainer of wine approved by VQA Ontario; NOW THEREPORE in consideration of payment of one Canadian dollar by VQA Ontario to The County, VQA Ontario and The County (collectively, the "Parties") hereby contract and agree as follows: 1. Non-enforcement. The County shall not enforce its Trade-mark Rights (as defined below) against VQA Ontario, any member of VQA Ontario, or any person regulated under the Act, in respect of the use of the term "Prince Edward County" for the purpose of the name of viticultural area or appellation in association with wine or in connection with the label or container of wine provided that such member or person is in compliance with the Act. "Trademark Rights" shall include the Official Mark, and all trade-marks, official marks, or certification marks that are applied for andor registered and/or which may be applied for and/or registered by

3 The County under the Trade-marks Act, R.S.C. 1985, c.t-13, as amended, or any successor legislation (the "Trade-Marks Act"), where such trade-marks, official marks, or certification marks would restrict VQA Ontario in regulating the term "Prince Edward County" as the name of a viticultural area or appellation under the Act. 2. Continued Use and Further Rights. Subject to paragraph 3 and notwithstanding any other provision to the contrary contained in this Agreement, VQA Ontario acknowledges and agrees that The County shall be entitled to use its ogcial mark "Prince Edward County" in respect of its wares and services and any future wares and services and in particular, the wares "wine" (provided that in so doing, The County and its licensees comply with the Act). VQA Ontario agrees to not oppose, or to assist any third party to oppose, any application by The County to register the trade-mark "Prince Edward County" or variations thereof in respect of any wares or services whatsoever. The County agrees not to object to, or assist any third party in objecting to, any designation of "Prince Edward County" as a geographical indication pursuant to Section of the Trade-Marks Act. 3. Mutual Acknowledgement and Assistance. The parties acknowledge that they have a mutual desire to ensure that third parties respect the Trade-mark Rights and adhere to the Act. The parties may assist each other in informing third parties with respect to the rights of the Parties and the obligations of third parties under the Act or the Trade-mark Rights, as the case may be. 4. Dispute Resolution. The Parties agree to use the following dispute resolution procedures to resolve any disputes, which may arise out of or in connection with this Agreement, or the administration of the Act. In the event of any such dispute, the administrator identified in paragraph 5 shall advise the other in writing of the dispute and both administrators shall attempt to settle the dispute. If the administrators are unable to resolve the dispute within 30 days, or any other period mutually agreed to by the administrators, the dispute shall be referred to a single mediator or a three-member panel. jointly selected by the Parties. In the case of a three-member panel, each of the Parties shall select one member and the third member shall be a neutral member jointly selected by the Parties. In the event that the dispute is not settled by mediation, either Party may elect to initiate arbitration before a single arbitrator by giving written notice to the other Party. The Parties agree to jointly select the Arbitrator within 30 days after a written notice of arbitration is sent under this paragraph. The rules and procedures of the Arbitration Act 1991, S.O. 1991, c. 17, as amended, shall apply to any arbitration under this Agreement, except to the extent that they are modified by agreement in writing by the Parties. 5. Notices. Any notice required pursuant to or pertinent to this Agreement shall be delivered by courier, personal delivery, or sent by an electronic means of sending messages which can produce a paper record, or sent by prepaid registered mail to the administrator at the following addresses: If to VQA Ontario:

4 VQA Ontario 1 Yonge Street, Suite 1601 Toronto, ON M5E 1E5 Attention: Executive Director Telephone: (416) Facsimile: (416) If to The County: 332 Main St. Drawer 1550 Picton, ON KOK 2T0 The County Picton, ON Attention: Dan Taylor Telephone: (613) Facsimile: (613) Applicable Law. This Agreement shall be interpreted and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to any conflict of laws rules. The courts of the Province of Ontario and if applicable, the Federal Court of Canada sitting in Ontario, shall have exclusive jurisdiction in all matters contained herein, unless specified otherwise. Subject to the provisions of paragraph 4, the Parties hereby attorn to the jurisdiction of such forum. Furthermore, this Agreement and the rights and obligations of the Parties hereto, are subject to all present and future laws, rules, regulations and orders of any legislative body or duly constituted authority having jurisdiction, now or hereafter. 7. Amendments. The Parties may add, delete, vary, or mend the terms of this Agreement, subject to the approval of the Board of Directors of VQA Ontario. Such amendments are to be dated and signed by both Parties and attached to this Agreement. The Parties may amend this Agreement for the purpose of accommodating amendments to the Act and any other legislation that the Parties consider relevant. 8. Assignment. Neither party may assign this Agreement in whole or in part without the express written consent of the other party and such consent may not be unreasonably withheld. 9. Severability. The invalidity or unenforceability of any provision or paragraph of this Agreement shall in no way affect the validity or enforceability of any other provision or paragraph of this Agreement. Any invalid or unenforceable provision or paragraph shall be severed from this Agreement and the remainder of this Agreement shall be construed and ehrced as if this Agreement did not contain such invalid or uneuforceable provision or paragraph.

5 10. Time of Essence. Time is of the essence in all matters referred to in this Agreement. 11. Successors and Assigns. This Agreement shall be binding on the Parties hereto and their respective successors and assigns. 12. Term. This Agreement shall remain in effect for as long as the Act, its regulations and rules remain in force with respect to the provisions of this Agreement or until such time as the Parties mutually agree to terminate this Agreement. 13. Effective Date, This Agreement comes into force on the day an amendment to Regulation under the Act.to include the term "Prince Edward County" comes into force. IN WITNESS HEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above. The signatories to this Agreement are duly and properly authorized to sign and bind their respective parties. CORPORATION OF THE COUNTY OF PRINCE EDWARD Per: Name Title: MAYUK "Victoria Lsskis, CLERK VINTNERS QUALITY ALLIANCE ONTARIO April 23, 2007 Date April 23, 2007 Per: Name: I B'.- LAi/R/s H,+~EJ-W Date. 16, a07