Allen Control Systems, Inc.
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Supplier Terms And Conditions Of Purchase
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These Supplier Terms and Conditions (“ Terms”) shall apply to the provision by you (the “Supplier”) of the goods, deliverables, and/or services (the “Products”) detailed in the Purchase Order (“ PO”) agreed to by Allen Control Systems, Inc. (“Buyer”). By providing any Products , Supplier agrees to be bound by these Terms, and Buyer’s obligations under the PO are expressly conditioned on Supplier’s acceptance of these Terms. These Terms and any POs entered into by the parties are collectively referred to as the “ Agreement”.

1. Ordering and Payment

1.1 Pricing. Unless otherwise stated on the PO , the price for the Products includes all charges, including packaging, shipping and delivery charges and all taxes, duties and tariffs, except for excise, sale, use, value-added and similar taxes that Supplier is required by law to collect from Buyer. Supplier will separately state such taxes in Supplier’s invoices. Sales and use taxes shall not be added to the purchase price of items designated as nontaxable by Buyer. Payment. Following receipt of a valid invoice, Buyer shall pay to the Supplier any undisputed fees set forth on the PO within seventy-five (75).

1.2 days or within any other such time period as stated on the PO. In the event of any conflicts, the time period stated on the PO will prevail. Any invoice received by Buyer later than said one hundred and twenty (120) days shall be payable at Buyer’s sole discretion. Buyer shall have the right of set off, abatement or withholding in respect of monies which are due to it or alleged to be due to it from the Supplier.

1.3 Cancellation; Reschedules. Buyer may cancel or reschedule the delivery of all or any part of a PO at any time. If Buyer cancels a PO and Supplier has ordered or bought raw materials and components to manufacture the cancelled Products which are unique to those Products and which Supplier cannot cancel, return, or use elsewhere, then Buyer will purchase the raw materials and components from Supplier at Supplier ’s actual cost, provided that except as otherwise expressly agreed to in writing, Buyer shall not be responsible for any raw materials or components purchased or ordered by Supplier in anticipation of orders, based on Buyer’s forecasts, or which are for Products to be delivered more than ninety (90) days from the date of Buyer’s notice of cancellation. If Supplier cancels an order for or returns the raw materials and components, Buyer will pay any reasonable restocking and cancellation fees actually incurred by Supplier with prior written approval of Buyer. Buyer reserves the right to verify the amount of any cancellation and restocking fees and the quantity, price, and condition of any raw materials and components it is obligated to buy.

1.4 Quality. Supplier understands that Buyer’s goal is to receive defect-free Products. Accordingly, Supplier agrees to use its best efforts to deliver defect- free Products to Buyer at the lowest possible cost as defined and measured by Buyer’s system for measuring supplier performance. Supplier agrees to promptly notify Buyer if Supplier has information that reasonably suggests one or more Products do not meet or will not continue to meet the Specifications. Supplier agrees to communicate openly and work together with Buyer to achieve the quality objectives expressed above. Supplier shall implement and maintain a documented Quality Management System (QMS) acceptable to Buyer. When requested, Supplier shall submit QMS documentation for Buyer’s approval and shall immediately notify Buyer of any change or deviation from its approved quality program. Upon request, Supplier shall submit test specimens for design approval, inspection, or audit. Supplier shall notify Buyer of any nonconforming Products and obtain Buyer’s written approval on disposition before proceeding. Buyer, its customers, and higher - level contractors, including government agencies, shall have the right to audit and/or inspect Supplier’s manufacturing facilities, processes, inspection systems, quality assurance systems, data, and equipment as related to the Products.

1.5 Manufacturing. If any of the Products covered by this Agreement are to be manufactured in accordance with drawings and/or specifications agreed on by the parties or provided by Buyer (the “Specifications ”), Supplier shall manufacture the Products strictly in accordance with the Specifications. Buyer may make changes in the Specifications at any time upon reasonable advance notice to Supplier. If such changes result in delay or additional expense to Supplier, Supplier and Buyer will negotiate an equitable adjustment of price and delivery schedules. Supplier shall notify Buyer in writing of any changes it plans to make that may affect the stability or performance of any of the Products or of its plans to discontinue manufacturing or distribution of products at least 180 days before making the changes. These changes include, but are not limited to, changes in raw materials or their suppliers, or in manufacturing procedures, location or processes, labeling (including SDS), or published specifications. Buyer will have the right, but not the obligation, to review and approve the proposed changes; however, Buyer’s review and approval shall not relieve Supplier of the obligation to deliver Products that meet the Specifications.

1.6 Product Composition. When requested by Buyer, Supplier shall disclose to Buyer the chemical composition of any Product sold to Buyer. Supplier hereby authorizes Buyer to use the information disclosed to investigate the performance of the Product and to disclose the information provided by Supplier in response to inquiries by governmental agencies and Buyer’s customers about the composition and formulation of the Products. Supplier shall provide Buyer with complete and accurate Material Safety Data Sheets (“MSDS”) or Safety Data Sheets (“SDS ”), as applicable, for the Products where these are required or available and such additional information as is necessary for the safe handling and use of the Products.

2. Fulfillment

2.1 Packaging. Supplier shall, at its cost, prepare all Products purchased under this Agreement and package them for shipment using good commercial practices customary in the industry, provided that Buyer may specify specific shipping instructions and requirements for any PO . Supplier shall mark the applicable order number, production lot on each container and enclose a packing slip with the same information. Supplier shall include appropriate documentation to conform to applicable export, import and customs requirements, including country of origin.

2.2 Shipment. Supplier shall ship the Products purchased under this Agreement to Buyer for delivery at the location and on the schedule specified on the PO or any subsequent releases or instructions Buyer issues under this Agreement. Unless otherwise expressly stated on the PO, all shipments will be DDP (INCOTERMS 2020) to the Buyer’s designated location. Transfer of title to the Products occurs only at the time the Products are physically received by Buyer at the Buyer’s designated location. If a method of shipment and carrier are specified on the PO or at the time an order is placed, Supplier shall utilize the method and carrier specified. If Supplier fails to comply with Buyer’s shipping instructions, then Buyer may deduct from Supplier’s invoice any costs incurred by Buyer over the amount it would have paid had the specified method been used.

2.3 Delivery. Supplier shall follow the delivery schedule shown on the PO or any subsequent releases or instructions Buyer issues under this Agreement and shall not make deliveries later or substantially earlier than the dates shown. Time is of the essence of this Agreement. If items are received by Buyer more than five days before the date specified by Buyer, Buyer may return them at Supplier’s expense. If Supplier does not adhere to the delivery schedule, Buyer may terminate this Agreement without liability to Supplier. Failure to meet agreed upon delivery dates will be considered breach of this Agreement and Supplier agrees to pay Buyer damages imposed upon or incurred by Buyer for failure of Supplier to deliver Products on such delivery dates. Supplier must immediately notify Buyer, in writing, of any actual or potential delay in delivery. Delivery performance will be tracked against an On- Time Delivery (OTD) metric; delivery date changes not approved in writing by Buyer will count against Supplier’s OTD score. Partial deliveries may be requested in writing and, if approved by Buyer, will be noted in the system. Unless specifically agreed to in writing, Supplier shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet firm delivery schedules.

2.4 Inspection and Returns . Buyer will inspect the Products within a reasonable time after delivery at Buyer’s facility. In the event Products are non- conforming, Buyer may return rejected Products at Supplier’s expense and may charge Supplier a reasonable handling charge. Supplier shall, at Buyer’s option, either replace Products returned as defective or refund to Buyer the price paid for such Products. The initial inspection performed by Buyer upon receipt of the Products is a conditional acceptance and shall not waive the right of Buyer to return Products with latent defects within a reasonable time after the defect has become apparent.

3. Proprietary Rights

3.1 Ownership. All works of authorship, designs, items, materials, content and work product created or furnished by Supplier hereunder, together with all patent, copyright and other proprietary rights contained therein (“Furnished Materials”), will be the exclusive property of Buyer. Supplier hereby assigns all right, title and interest to the Furnished Materials (together with all intellectual property rights contained therein) to Buyer on creation, and agrees to execute such documents as may be reasonably requested by Buyer to evidence such assignment(s). Unless Buyer’s prior written approval is obtained, Supplier may not include in the Furnished Materials any work of authorship or other materials in which copyright or other intellectual property rights are not owned by Supplier (“Third Party Material ”). In the event Supplier incorporates any Third Party Material or its own intellectual property rights in the Furnished Materials or any of the foregoing are necessary for the use, manufacture or exploitation of the Products , Supplier shall acquire for Buyer any and all rights necessary to perfect a worldwide, perpetual, royalty- free, irrevocable, transferable license to use, modify, adapt, license, sublicense or otherwise transfer or use such Third Party Material or Supplier’s own intellectual property rights.

3.2 Confidentiality. Supplier covenants and agrees that it will not disseminate, reveal or otherwise make available to others, or use for its own purpose, any information of a proprietary or confidential nature concerning Buyer, its affiliates or any of their respective clients, assigns or successors in interest, including but not limited to, trade secrets and confidential information, advertising and promotional materials, ideas, plans (including product and marketing plans), techniques and products, and all other nonpublic information learned by Supplier in the course of fulfilling a PO or disclosed to Supplier.

4. Supplier Obligations

4.1 Compliance with Laws. Supplier represents and warrants that the Products, any services provided pursuant to this Agreement, and the performance of this Agreement, comply with all applicable laws, rules, regulations, ordinances, and Executive Orders (collectively “Laws ”). These Laws include, but are not limited to, the Fair Labor Standards Act of 1938, the Occupational Safety & Health Act of 1970, the Toxic Substances Control Act; all as amended. Supplier shall at all times act in a lawful manner and shall not use the proceeds realized from this Agreement to bribe government officials or as a kickback to any employee of Buyer or its affiliates or subsidiaries. Supplier agrees to provide Buyer with a written certification of its compliance with any or all of the foregoing upon receipt of a request by Buyer. Supplier shall not offer or give any kickback or gratuity for the purpose of obtaining or rewarding favorable treatment as a supplier to Buyer. If Buyer determines Supplier has breached this clause, Buyer may terminate these Terms upon written notice and shall have no further obligation to Supplier.

4.2 Warranties. Unless otherwise provided in a PO , Supplier hereby represents and warrants that: (a) no third party has any rights in, to, or arising out of, the Products ; (b) Supplier has full and exclusive right , authority and power to enter into this Agreement and grant and assign the rights granted and assigned herein; (c) the Products and their use by Buyer and Supplier as contemplated herein do not and will not infringe or violate any copyright, right of publicity or privacy, moral or other right of any person or entity, do not defame or libel any person or entity, and do not dilute or infringe any title, slogan, trademark or trade name; (d) the Products comply with Buyer ’s specifications and are free from any defects in design or workmanship; (e) the Products comply with and have been produced in accordance with all applicable laws and regulations; ( f) Supplier shall maintain adequate liability insurance covering its obligations contained hereunder ; (g) the Products are merchantable and fit for the intended purpose; (h) the Products consist of new materials, not used, reconditioned, or remanufactured, and not of such age as to impair usefulness or safety; and (i) all warranties are transferable to Buyer’s ultimate end customer.

4.3 Indemnity. Supplier hereby agrees to defend, indemnify and hold harmless Buyer and its affiliates, clients and their respective officers, directors and employees and their respective assigns, successors in interest and licensees (“Indemnitees”) from and against any loss, fine, damage (whether arising by contract, tort, statute or otherwise) or expenses, including but not limited to reasonable attorneys’ fees (including an allocation for in- house counsel fees) that Indemnitees may suffer as a result of any breach of this Agreement by or on behalf of the Supplier or the acts or omissions of Supplier or its employees, contractors or representatives, but excluding any liability to the extent arising primarily from the gross negligence or willful misconduct of Buyer.

4.4 Use of Free, Libre and Open-Source Software (FLOSS). This Section only applies to work that includes the delivery of software (including software residing on hardware). Supplier shall disclose to Buyer in writing any FLOSS that will be used or delivered in connection with this Agreement and shall obtain Buyer’s prior written consent before using or delivering such FLOSS in connection with the PO. Buyer may withhold such consent in its sole discretion.

4.5 Conflict Minerals. Supplier will not supply Products that contain Conflict Minerals. If Supplier has reason to believe its products and/or services contain Conflict Minerals, Supplier will immediately notify Buyer in writing providing a description of the Products and/or services containing or believed to contain Conflict Minerals, date of supply, lot codes, part or serial numbers or other identifying characteristics and all other relevant information necessary to identify when and where the Products and/or services were provided, type of mineral and the believed country of origin of the Conflict Mineral. In addition, Supplier will have internal processes and procedures that determine if its products contain Conflict Minerals and if so, implement supply chain due diligence processes to identify sources of these minerals and support efforts to eradicate the use of Conflict Minerals which directly or indirectly finance or benefit armed groups in the Covered Countries.

4.6 Last Time Buy. If Supplier plans to discontinue a Product and/or service pursuant to any PO, Supplier must notify Buyer in writing at least 12 months in advance, and Buyer has the right to place a last PO before discontinuance. Supplier must immediately report to Buyer any known malfunctions, defects, or unsafe conditions with respect to any Product. Supplier must ensure all subcontractors receive applicable quality requirements, specifications, and standards.

4.7 Counterfeit Goods. Supplier shall not deliver any Product that is a Counterfeit Good or Suspect Counterfeit Good to Buyer under the PO. Supplier shall immediately notify Buyer with the pertinent facts if Supplier becomes aware that it has delivered Product that is a Counter feit Good or Suspect Counterfeit Good. Supplier shall only purchase products to be delivered or incorporated as Product to Buyer directly from the Original Component Manufacturer (“ OCM”) / Original Equipment Manufacturer (“OEM ”), or through an OCM / OEM authorized distributor chain or other source with the express written authority of the OCM / OEM. Supplier may only use another source if (i) the foregoing sources are unavailable, (ii) Supplier’s inspection and other counterfeit detection and avoidance risk mitigation processes will be employed to ensure the authenticity of the Product, and (iii) Supplier obt ains the advance written approval of Buyer. Supplier shall maintain adequate counterfeit detection and avoidance risk mitigation processes in accordance with industry recognized standards and with any other specific requirements in these Terms and, as applicable, identified in the PO. If Products and/or services delivered under the PO constitute or include Counterfeit Goods, Supplier will, at its sole expense, promptly replace such Counterfeit Goods with genuine Products and/or services conforming to the requirements of the PO. Notwithstanding any other provision in these Terms, Supplier shall be liable for all costs relating to the remediation of Counterfeit Goods.

5. Federal Customers or End Users

5.1 Export Compliance. (a) Unless Buyer otherwise agrees in writing, Supplier will be the importer/exporter of record of the Product and Supplier will be responsible for obtaining all necessary import/export licenses, permits and other required authorizations. All delivered items (including technical data) shall at all times be subject to all applicable import and export regulations including, without limitation, the United States Department of State International Traffic in Arms Regulations ( “ITAR”), the United States Department of Commerce Export Administration Regulations ( “EAR”), and applicable U.S. Customs Regulations. Supplier will not use, export, re-export, transfer, or dispose of US-origin items furnished by Buyer (including technical data) other than in or to the country of ultimate destination specified in the PO (or, if applicable, government license or authorization), except as law or regulation permit. Without limiting the foregoing, Supplier shall apply for any applicable export authorizations required for the delivery of any Product or technical data under a PO. (b) Supplier shall strictly comply with all applicable export control laws and regulations, including without limitation the ITAR and EAR and shall retain documentation evidencing such compliance. Supplier shall allow Buyer access to such documentation, for the purpose of auditing Supplier’s compliance with this clause (b). (c) Supplier shall immediately notify Buyer in writing if it or any parent, subsidiary or affiliate: (i) is or becomes listed on any export - or sanctions -related restricted- party list maintained by the United States, Unit ed Nations, European Union or its member states, or United Kingdom; or (ii) if it has had its export privileges denied, suspended, or revoked in whole or in part by any U.S. Government agency. (d) Employees of Supplier who perform or create any Products and/or services under the PO shall be citizens of the United States, lawful permanent residents as defined by 8 U.S.C. 1101(a)(20), or protected individuals as defined by 8 U.S.C. 1324b(a)(3). Supplier shall provide certification of compliance upon Buyer request. Supplier shall promptly notify Buyer of any changes to the certification. Failure to provide the certification, or notice of changes, may result in termination of the PO for default.

5.2 Duty Drawback. If Supplier is an importer of record, upon request and where applicable, Supplier will provide Buyer customs form 7543 entitled Rev.: June 2024 7 “Certificate of Delivery” properly executed. Supplier shall provide, at no cost to Buyer, any information and documentation requested by Buyer to support any application by Buyer for duty drawback with respect to any material imported by Supplier to satisfy Buyer’s PO.

5.3 Federal Customers or End Users. To the extent that Buyer is acquiring Products and/or services to fulfil its obligations to a Federal Customer or End User, Attachment 1 (FAR and DFARS Clauses) will apply. Buyer reserves the right to incorporate additionally regulatory flow-down clauses as required and applicable.

6. Termination

6.1 Termination for Convenience. Buyer shall have the right, at any time, upon written notice to Supplier, to terminate all or any portion of all Products or services ordered under the PO. Upon receipt of a termination notice, Supplier shall discontinue all work as directed. Buyer shall reimburse Supplier for work performed and reasonable direct costs actually incurred up to the effective date of termination. No profit shall be allowed on terminated work. Within thirty (30) calendar days of the termination notice, Supplier must submit a written claim with supporting documentation for direct costs incurred. Failure to timely submit a claim shall constitute a waiver of the claim.

6.2 Termination for Default. Buyer may, by written notice of default, terminate the whole or any part of any PO if: (i) Supplier fails to comply with any provision of these Terms; or (ii) Supplier fails to make progress so as to endanger performance and does not cure such failure within fifteen (15) calendar days after receipt of Buyer’s written notice (or such longer period as Buyer may authorize in writing). Upon such termination, Buyer may procure substitute services and Supplier shall be liable for all costs of cover incurred by Buyer. In the event Buyer wrongfully terminates for default, such termination shall be deemed a termination for convenience.

6.3 Stop Work Orders. Buyer may, at any time and by written notice to Supplier, require Supplier to stop all or any part of the services for a period not to exceed ninety (90) calendar days (a “Stop Order”). Upon receipt, Supplier shall immediately comply and take all reasonabl e steps to minimize costs allocable to the stopped services. Within the ninety- day period, Buyer will either (i) cancel the Stop Order or (ii) terminate the PO pursuant to the Termination provisions herein. If the Stop Order is canceled, Supplier shall resume performance and an equitable adjustment as to cost and/or schedule shall be made.

7. Insurance

7.1 Insurance. Supplier shall provide, pay for, and maintain in full force and effect insurance at commercially reasonable minimum limits of liability covering Supplier’s activities, those of any and all subcontractors, and anyone directly or indirectly employed by any of them. Required coverages shall include, at minimum, commercial general liability, workers’ compensation / employer’s liability, and where applicable, professional liability and product liability insurance. Buyer reserves the right to request additional coverage based upon the nature of the engagement.

8. Property and Materials

8.1 Buyer Furnished Property. Buyer may provide Supplier with property owned by Buyer or its customer (“Furnished Property”), including tooling, jigs, equipment, software, and fixtures, to support the services. Furnished Property shall be used solely for performance under the applicable PO. Title to Furnished Property shall remain with Buyer or its customer. Supplier shall clearly mark all Furnished Property to show ownership and shall be responsible for, and promptly notify Buyer of, any loss or damage thereto (other than reasonable wear and tear). Buyer retains full ownership and possession rights of any manufacturing equipment paid for by Buyer, even while housed at Supplier’s facility. Buyer reserves the right to visit Supplier’s site to inspect and, at its discretion, to relocate any Furnished Property.

8.2 Consigned Material. Buyer and Supplier may enter into a consignment arrangement pursuant to which material is provided by Buyer or Supplier and controlled by a stocking agreement or PO. Consigned material is controlled by Buyer and shall not be used by Supplier for other customers or purposes without Buyer’s prior written approval. Supplier shall notify Buyer in advance of drawing down consigned m aterial and must obtain Buyer’s permission to release it. Supplier shall use FIFO inventory management for consigned inventory and provide periodic inventory confirmation upon request. Buyer shall have priority in purchasing consigned inventory upon notification of potential loss or risk. Supplier shall grant Buyer access to i nspect consigned inventory upon three (3) days’ prior notice.

9. Additional Supplier Obligations

9.1 Environmental Compliance. Supplier covenants that the Products and services provided hereunder comply with all laws governing the management, handling, shipping, import, export, registration, or authorization of chemical substances, including the Montreal Protocol, the Stockholm Convention, the U.S. Toxic Substances Control Act (TSCA), the EU Restrictions on Hazardous Substances (RoHS), REACH legislation, and other comparable chemical regulations. Supplier shall comply with TSCA Section 13 import restrictions and provide the required TSCA Certification under 19 CFR 12.121. Supplier shall provide safe use instructions, hazard communication and labeling information, compliance documentation, and for chemical substances, Safety Data Sheets (SDS/MSDS). Supplier shall include substantially similar requirements in all related subcontracts.

9.2 Supply Chain Security (C -TPAT). Supplier’s non- U.S. locations involved with the manufacture, warehousing, shipment, or delivery of Products to the U.S. shall develop and implement security procedures consistent with applicable C -TPAT, AEO, or similar program criteria. Upon Buyer’s request, Supplier shall provide: (i) a copy of its security plan; (ii) its certification number if certified by a supply chain security program; (iii) notice of any changes to its certification status; and (iv) completion of a supply chain security questionnaire.

9.3 Use of Artificial Intelligence. For AI tools not integral to the delivered system, AI tools shall be disabled by default. Any use of AI by Supplier in connection with the PO must be approved in writing by Buyer prior to use. Buyer owns all right, title, and interest in and to any outputs generated by AI tools in connection with performance of the PO (“AI Outputs”). Supplier warrants that any AI system used and its AI Outputs do not infringe upon the intellectual property rights of any third party. If Buyer deems any AI functionality unacceptable and such functionality cannot be disabled, Buyer reserves the right to terminate the applicable PO at no cost to Buyer.

9.4 Slavery and Human Trafficking. Supplier warrants that it has adequate controls in place to ensure the prevention of slavery, human trafficking, and child or forced labor. Supplier covenants that, in the performance of any PO, it will comply with all applicable laws and regulations relating to the prevention of slavery, human trafficking, child labor, forced labor, and the unethical treatment of people. Buyer reserves the right to audit Supplier’s compliance with this clause. Supplier shall include this provision in any subcontract placed pursuant to the PO.

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9.5 Non-Discrimination and Affirmative Action. Supplier shall abide by the requirements of 41 CFR 60- 1.4(a), 60-300.5(a), and 60- 741.5(a). These regulations prohibit discrimination against qualified individuals based on protected veteran or disability status, and prohibit discrimination against all individuals based on race, color, religion, sex, sexual orientation, gender identity, or national origin. These regulations also require Supplier to take affirmative action to employ and advance in employment individuals without regard to these protected characterist ics. Supplier shall include this provision in any subcontract placed pursuant to the PO.

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9.6 Preference for U. S. Materials. Supplier and its subcontractors shall abide by the requirements of 41 U.S.C. §§ 8301–8305 to ensure that materials or alloys incorporated into the Products are primarily sourced from the United States. Any materials not primarily sourced from the United St ates or a Designated Country (as set forth in 48 C.F.R. § 25.003) shall require the prior written approval of Buyer. Supplier shall include this provision in any subcontract placed pursuant to the PO.

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9.7 DPAS Priority Rating. If the PO contains a DPAS rating, the PO is a “rated order” certified for national defense, emergency preparedness, and energy program use, and Supplier shall follow all requirements of the Defense Priorities and Allocation System Regulation (15 C.F.R. Part 700).

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9.8 SAM Exclusions. Supplier represents and warrants that it is not suspended, debarred, or proposed for debarment or otherwise included in the System for Award Management (“SAM”) Exclusions. Supplier shall notify Buyer immediately upon learning that it or any of its affiliates or subcontractors has been proposed for suspension, debarment, or any other exclusion record in SAM.

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9.9 Information Technology Security and Cybersecurity. Supplier shall apply reasonable and

appropriate safeguards to protect all Buyer information against accidental and unlawful destruction, alteration, or unauthorized disclosure or access. Supplier shall protect the confidentiality, integrity, and availability of: ( a) Buyer Confidential Information; (b) Federal Contract Information (“FCI”) covered by FAR 52.204- 21; and (c) Controlled Unclassified Information (“CUI”) or Controlled Defense Information (“CDI”) covered by DFARS 252.204- 7012. In the event of any security breach or compromise of Buyer information (an “Incident”), Supplier shall notify Buyer within seventy-two (72) hours of becoming aware, promptly investigate, take all reasonable steps to secure the information and mitigate impact, and cooperate with Buyer to notify affected third parties. Failure to report a cybersecurity incident in accordance with DFARS 252.204- 7012 or to notify Buyer shall constitute a material breach of the PO. Supplier shall bear all costs incurred by Buyer related to the Incident, including costs of notifications and mitigation for affected individuals. 10. Miscellaneous

10.1 Assignment. The fulfillment of a PO, or any sums payable hereunder, may not be assigned by Supplier without the prior written consent of Buyer . This Agreement is not intended to benefit any third party and no third- party action is permitted under this Agreement. A Change in Control shall be deemed to be an “assignment” or “transfer,” pursuant to this Agreement, which is prohibited without the prior written consent of Buyer. “Change in Control” shall mean any of the following: (1) the sale or exchange of equity shares controlling 20% or more of the voting rights in Supplier or Supplier’s parent, (2) the sale, lease, transfer or other disposition of substantially all of the assets of Supplier or Supplier’s parent or a sale by Supplier of the assets relating to the Product and/or services Supplier produces or will produce for Buyer, or (3) any merger, reorganization, consolidation, recapitalization, business combination, or similar transaction of Supplier or Supplier’s parent.

10.2 Waiver. No failure by either party to exercise any power given it under this Agreement, or to insist upon strict compliance by the other party of any obligation hereunder, and no custom or practice of the parties at variance with this Agreement shall constitute a waiver of the party’s right to demand exact compliance with this Agreement’s terms.

10.3 Independent Contractor. It is understood that Supplier’s status under this Agreement is that of an independent contractor and that all persons engaged by Supplier in performing its obligations shall not be deemed employees of Buyer. Supplier shall make whatever payments may be due such persons and comply with all governmental regulations. Supplier shall not enter into any subcontract under these Terms without Buyer’s prior written approval, which shall not be unreasonably withheld. Any subcontractor approved hereunder must execute an agreement containing terms and conditions substantially similar to these Terms. Supplier shall remain primarily liable for all obligations under these Terms and any PO (whether subcontracted or not) and shall indemnify and hold harmless Buyer against any claims and demands resulting from Supplier’s failure to comply with provisions of this Paragraph.

10.4 Prior Agreement. The terms and conditions set forth herein constitute the entire agreement between the parties. This Agreement supersedes any prior written or oral agreements, commitments and obligations between the parties, and any such prior agreement is hereby void and of no further force and effect.

10.5 Governing Law. This Agreement shall be interpreted in accordance with the substantive laws of the State of Texas. The parties agree and consent that jurisdiction and venue of all matters relating hereto shall be vested in the federal, state, and local courts of Texas, specifically the state courts of Travis County, Texas and the federal courts, Western District of Texas located in Austin, Texas.

10.6 Audit. Buyer shall have the right during normal business hours on Supplier’s premises, and upon ten (10) business days’ written notice (other than in the case of fraud or suspected fraud where no notice shall be required) , at Buyer’s expense, to review files and records which relate solely to Supplier’s services provided to Buyer under these Terms. Supplier shall maintain the files and records for a period of two (2) years from termination.

10.7 Telecommunications Equipment. Supplier warrants that it and its subcontractors will abide by the requirements of FAR 52.204- 24 regarding Certain Telecommunications and Video Surveillance Services or Equipment. Supplier represents that it will not provide covered telecommunications equipment or services, as defined by FAR 52.204- 25, to Buyer in the performance of any PO.

10.8 Government Contracts. For POs placed by Buyer in support of a U.S. Government contract or subcontract, FAR, DFARS, or NASA FAR Supplement clauses required by applicable law, a prime contract, or a higher - tier subcontract are incorporated by reference in Attachment 1. If Buyer’s prime contract is modified to add or change any clause or requirement, Supplier agrees to execute a modification of the PO to reflect such changes. Supplier agrees to flow down all applicable FAR and DFARS clauses to its subcontractors and suppliers.

10.9 No Joint Venture. Nothing in this Agreement will be construed as creating any partnership, joint venture, or other form of joint enterprise between the parties.

10.10 Amendment. The price specified in a PO is firm except for the addition of sales and use taxes applicable. No variation in any of the terms of a PO will be effective unless made in writing and executed by an authorized representative of each of the parties hereto.

10.11 Severability. If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, then such provision shall be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the other provisions of this Agreement which shall remain in full force and effect. The parties agree to attempt to substitute for any illegal, invalid or unenforceable provision a legal, valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the illegal, invalid or unenforceable provision.

10.12 Entire Agreement. The Agreement between the parties consists of the PO, these Terms, and any other attachments, exhibits and documents identified on the PO. This Agreement represents the entire agreement between the parties relating to the subject matter hereof, and shall supersede any other agreements, whether written or oral. There are no understandings, representations, or warranties of any kind except as expressly set forth herein. If there is a conflict between the terms and conditions set forth in the PO or in these Terms and the terms and conditions contained in any exhibit or attachment, the documents will be controlling in the following order: ( i) the PO; (ii) the master agreement entered into between the Parties, if any (which is incorporated by reference in any PO issued thereunder); ( iii) these Terms; (iv) the statement of work (as attached to the PO or these Terms or incorporated by reference into either of the foregoing); (v) any specifications, drawings, or other requirements attached hereto or incorporated by reference into the PO; and (vi) any supplemental terms, conditions, or provisions (such as an End User License Agreement) negotiated between the Parties and identified on the PO. Any terms and conditions set forth in any Supplier form, or any other correspondence from Supplier, that are in addition to, inconsistent with, or in conflict with, this Agreement will be of no force or effect.

10.13 Defined Terms. Capitalized terms used in this Agreement and not otherwise defined in the body of this Agreement shall have the meanings set forth in this Section. In the event of any inconsistency between a definition contained in the body of this Agreement and this Section, the definition contained in the body of this Agreement shall control.

a. “Conflict Minerals” means tin, tantalum, tungsten and gold (the Conflict Minerals or 3TG) originating in the Democratic Republic of the Congo (DRC) and the adjoining countries of Angola, Burundi, the Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda and Zambia (the “Covered Countries”).

b. “Counterfeit Goods ” means Goods that are or contain unlawful or unauthorized reproductions, substitutions, or alterations that have been knowingly mismarked, misidentified, or otherwise misrepresented to be an authentic, unmodified part from the original manufacturer, or a source with the express written authority of the original manufacturer or current design activity, including an authorized aftermarket manufacturer. Unlawful or unauthorized substitution includes used Goods represented as new, or the false identification of grade, serial number, lot number, date code, or performance characteristics.

c. “EAR” shall mean Export Administration Regulations.

d. “ITAR” shall mean International Traffic in Arms Regulations.

e. “FAR” shall mean Federal Acquisition Regulation.

f. “DFARS” shall mean Defense Federal Acquisition Regulation Supplement.

g. “FLOSS License” means the General Public License (GPL), Lesser/Library GPL, (LGPL), the Affero GPL (APL), the Apache license, the Berkeley Software Distribution (BSD) license, the MIT license, the Artistic License (e.g., PERL), the Mozilla Public License (MPL), or variations thereof, including without limitation licenses referred to as “Free Software License”, “Open Source License”, “Public License”, or “GPL Compatible License.”

h. “FLOSS” means software that incorporates or embeds software in, or uses software in connection with, as part of, bundled with, or alongside any (1) open source, publicly available, or “free” software, library or documentation, or (2) software that is licensed under a FLOSS License, or (3) software provided under a license that (x) subjects the delivered software to any FLOSS License, or (y) requires the delivered software to be licensed for t he purpose of making derivative works or be redistributable at no charge, or (z) obligates Buyer to sell, loan, distribute, disclose or otherwise make available or accessible to any third party (I) the delivered software, or any portion thereof, in object code and/or source code formats, or (II) any products incorporating the delivered software, or any portion thereof, in object code and/or source code formats.

i. “Goods” means Products and/or services.

j. "Suspect Counterfeit Goods" means Goods for which credible evidence (including, but not limited to, visual inspection or testing) provides reasonable doubt that the Goods are authentic.

Attachment 1: FAR & DFARS CLAUSES Clauses referenced below are incorporated herein by reference, with the same force and effect as if they were given in full t ext, and are applicable, including any notes following the clause citation, to these Terms. The Contracts Disputes Act shall have no application to this Contract, and nothing in this Contract grants Supplier a direct claim or cause of action against the U.S. Government. Each Clause cited below shall be considered to be the version of the Clause that is in effect at the time a PO is executed by both Parties.

AMENDMENTS REQUIRED BY PRIME CONTRACT. Supplier agrees that upon the request of Buyer it will negotiate in good faith with Buyer relative to amendments to these Terms to incorporate additional provisions herein or to change provisions hereof, as Buyer may reasonably deem necessary in order to comply with the provisions of the applicable Prime Contract or with the provisions of amendments to such Prime Contract. If any such am endment to this Contract causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this Contract, an equitable adjustment shall be made pursuant to the “Changes” clause of this Contract. PRESERVATION OF THE GOVERNMENT ’S RIGHTS. If Buyer furnishes designs, drawings, special tooling, equipment, engineering data, or other technical or proprietary information (Furnished Items) which the U. S. Government owns or has the right to authorize the use of, nothing herein shall be construed to mean that Buyer, acting on its own behalf, may modify or limit any rights the Government may have to authorize Supplier’s use of such Furnished Items in support of other U. S. Government prime contracts.

Applicable FAR, DFARS, and NFS clauses

FAR 52.247-64 — Preference for Privately Owned U.S.-Flag Commercial Vessels

FAR 52.232-40 — Providing Accelerated Payments to Small Business Subcontractors

FAR 52.227-14 — Rights in Data - General, Alternate II (DEC 2007)

FAR 52.227-11 — Patent Rights – Ownership By the Contractor

FAR 52.226-6 — Promoting Excess Food Donation to Nonprofit Organizations

FAR 52.225-26 — Contractors Performing Private Security Functions Outside the United States

FAR 52.225-13 — Restrictions on Certain Foreign Purchases

FAR 52.224-3 — Privacy Training, Alt I

FAR 52.223-18 — Encouraging Contractor Policies to Ban Text Messaging While Driving

FAR 52.222-62 — Paid Sick Leave Under Executive PO 13706

FAR 52.222-55 — Minimum Wages Under Executive PO 14026

FAR 52.222-54 — Employment Eligibility Verification

FAR 52.222-53 — Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements

FAR 52.222-51 — Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements

FAR 52.222-50 — Combat Trafficking in Persons

FAR 52.222-41 — Service Contract Labor Standards

FAR 52.222-40 — Notification of Employee Rights Under the National Labor Relations Act

FAR 52.222-37 — Employment Reports on Veterans

FAR 52.222-36 — Equal Opportunity for Workers with Disabilities

FAR 52.222-35 — Equal Opportunity for Veterans

FAR 52.222-26 — Equal Opportunity

FAR 52.204-23 — Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities

FAR 52.204-21 — Basic Safeguarding of Covered Contractor Information Systems

FAR 52.204-15 — Service Contract Reporting Requirements for Indefinite-Delivery Contracts

FAR 52.203-6 — Restrictions on Subcontractor Sales to the Government, ALT I

FAR 52.203-19 — Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

FAR 52.203-13 — Contractor Code of Business Ethics and Conduct

FAR 52.203-12 — Limitation on Payments to Influence Certain Federal Transactions

DFARS 252.246-7003 — Notification of Potential Safety Issues

DFARS 252.244-7000 — Subcontracts for Commercial Items

DFARS 252.232-40 — Providing Accelerated Payment to Small Business Subcontractors

DFARS 252.228-7005 — Accident Reporting and Investigation Involving Aircraft, Missiles, and Space Launch Vehicles

DFARS 252.227-7037 — Validation of Restrictive Markings on Technical Data

DFARS 252.227-7015 — Technical Data--Commercial Items

DFARS 252.225-7048 — Export-Controlled Items

DFARS 252.223-7006 — Prohibition on Storage, Treatment, and Disposal of Toxic or Hazardous Materials - Basic

DFARS 252.223-7002 — Safety Precautions for Ammunition and Explosives

DFARS 252.211-7003 — Item Unique Identification and Valuation

DFARS 252.204-7015 — Notice of Authorized Disclosure of Information to Litigation Support

DFARS 252.204-7012 — Safeguarding Covered Defense Information and Cyber Incident Reporting

NFS 1852.245-74 — Identification And Marking of Government Equipment

NFS 1852.237-73 — Release of Sensitive Information

NFS 1852.228-78 — Cross-Waiver of Liability for Science or Space Exploration Activities Unrelated to the International Space Station

NFS 1852.227-11 — Patent Rights - Ownership by The Contractor

NFS 1852.225-70 — Export Licenses

NFS 1852.223-70 — Safety and Health Measures and Mishap Reporting

NFS 1852.203-71 — Requirement to Inform Employees of Whistleblower Rights

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