Agility Robotics, INC. Purchase Order Terms and Conditions

These terms and conditions (these “Terms”) govern the supply of any goods, equipment, and materials (“Goods”) and any provision of services (“Services”) set forth in the purchase order to which these Terms are attached or incorporated (including any other exhibits or attachments thereto, the “Purchase Order” or “PO” and, collectively the PO and these Terms, the “Agreement”) issued by Agility Robotics, Inc. (“Buyer”) to the applicable supplier named on such PO (the “Supplier”). Buyer and Supplier are referred to herein individually as a “Party” or collectively as the “Parties.” The terms set forth in the Agreement are the exclusive terms governing the Goods and Services to be provided by Supplier. Any terms and conditions set forth in any quote, order, invoice, confirmation, other documentation and/or any other terms and conditions issued by Supplier in connection with its sale of Goods to, or performance of Services for, Buyer are void and shall be of no force or effect, nor shall any such terms and conditions form part of the Agreement unless such additional terms are expressly accepted by Buyer in a writing signed by an authorized Buyer representative.

1. Provision of Goods

• Supplier shall deliver to Buyer certain Goods, as set forth in the Purchase Order. Supplier shall ensure that all Goods meet the specifications, drawings, designs, samples and/or other requirements (collectively, “Specifications”) provided by Buyer to Supplier, if any.
• Supplier shall pack all Goods for shipment according to Buyer’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. The Purchase Order number must appear on all shipping documents, shipping labels, invoices, correspondence and any other documents pertaining to the Purchase Order.
• Supplier shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the Parties (the “Delivery Date”) to the address specified in the Purchase Order (the “Delivery Point”) during Buyer’s normal business hours or as otherwise instructed by Buyer. Unless expressly otherwise set forth in the Purchase Order, all shipments of Goods will be DDP (Incoterms 2010) at the Delivery Point on or before the Delivery Date. Supplier fulfills its obligation to deliver when it has delivered the Goods to Buyer at the Delivery Point. Risk of loss to the Goods and title to the hardware components of the Goods will pass to Buyer at the Delivery Point. Delivery of the Products will be deemed to have occurred when Buyer has received the Goods, in an undamaged form, at the Delivery Point. Such delivery shall not imply acceptance of Goods by Buyer.
• If Supplier fails to deliver the Goods in full on the Delivery Date, Buyer may, in its sole discretion: (i) cancel the Purchase Order and terminate the Agreement immediately by providing written notice to Supplier, in which case Supplier will immediately refund to Buyer all amounts previously paid to Supplier for the applicable Goods within fifteen (15) days of receipt of notification of such cancellation and/or (ii) charge Supplier a late fee equal to 1.5% of the Price for the late Goods per month or a pro-rata portion of such amount for any partial month (the “Late Delivery Fee”). The Late Delivery Fee, if any, will be credited against the final portion of the Price payable to Supplier upon Acceptance (as defined below).
• If software is being provided in connection with or as part of any Goods (“Software”), (i) Supplier hereby grants Buyer an unrestricted, royalty-free, perpetual, irrevocable license to use, reproduce and modify the Software in connection with the Goods; and (ii) Supplier must provide, at no cost to Buyer, all updates and upgrades of the Software to Buyer for the life of the Goods. All Software will be delivered electronically. For the purpose of the Agreement, the term “Software” includes all updates and upgrades to the Software. Supplier and Buyer agree on the importance of installing up to date third party security patch(es) to help maintain network and computer workstation security. Supplier and Buyer will work cooperatively to ensure that all necessary third party operating system security patch(es) are installed and tested as quickly as possible. Buyer may install any/all third-party security patch(es) as it deems necessary. If installation of a particular patch causes a defect or error in the operation of the Software, Supplier will use best efforts to install and test patch(es) and

2. Performance of Services

• Supplier will provide the Services to Buyer as described in the Purchase Order, pursuant to the schedule for such Services as set forth in the Purchase Order or otherwise agreed by the Parties, and in accordance with these Terms. Supplier will maintain complete and accurate records relating to the provision of the Services under the Agreement, including records of the time spent and materials used by Supplier in providing the Services in such form as Buyer shall approve. During the term of this Agreement, upon Buyer’s written request, Supplier shall allow Buyer to inspect and make copies of such records in connection with the provision of the Services.
• Supplier may not subcontract the provision of Services under the Agreement to third parties. If Supplier is unable to perform any of the Services, Supplier shall notify Buyer as soon as reasonably practicable.
• In connection with the performance of Services, Buyer may provide Supplier with certain equipment, components, materials, or other items (collectively, “Buyer Materials”). Supplier will ensure that all Buyer Materials (such as equipment) used in the provision of the Services are maintained in good working order and suitable for the purposes for which they are used. To the extent any Buyer Materials constitute components or materials to be used by Supplier in the creation of Goods, Supplier acknowledges and agrees that it holds any such Buyer Materials in consignment for Buyer, and will solely use any such Buyer Materials to create the Goods for Buyer. Buyer retains title to all Buyer Materials. Supplier assumes risk of loss for any Buyer Materials in its possession or control, until such Buyer Materials are returned to Buyer.
• To the extent that Supplier is authorized to connect to Buyer’s network or otherwise gain access to Supplier’s computer systems or software for purposes of performing any Services under the Agreement, Supplier shall (i) use such access solely for the purpose of fulfilling Supplier’s obligations under the Agreement; (ii) if such access is obtained remotely, obtain access through a secure connection and in accordance with Buyer’s policies for third-party connections; and (iii) only access equipment or software that is necessary for Supplier’s performance of its obligations hereunder, and not access any other Buyer or third-party systems, databases, equipment or software.
• If any Services will be performed by Supplier at a Buyer facility (a “Buyer Site”), Supplier will comply with all Buyer policies, rules and procedures applicable to working on-site at such Buyer Site that are posted at the location or otherwise provided by or made available by Buyer to Supplier, including all reasonable access, security and/or information-systems-related policies.
• If any such Services at a Buyer Site require preparation work to be completed a Buyer (such as installation of equipment), then at no cost or expense to Buyer, then Supplier will furnish Buyer with site preparation studies (including, but not limited to, power, air conditioning, and operational considerations with respect to the Goods) sufficient for Buyer to prepare a site at the Buyer Site that is suitable for the installation and operation of the Goods and Supplier’s personnel must coordinate their activities with, and avoid interference with, Buyer’s employees and contractors working to prepare for receipt of the Goods.

3. Inspection and Acceptance

• Goods and Services shall conform to the requirements set out in the Purchase Order. Supplier shall be accountable for the quality of the Goods or Services delivered to Buyer, regardless of whether Supplier manufactured or performed them itself or obtained them from a subcontractor. If Supplier delivers more or less than the quantity of Goods ordered, Buyer may reject all or any excess Goods. Any such rejected excess Goods shall be returned to Supplier at Supplier’s sole risk and expense. If Buyer does not reject the excess Goods and instead accepts the delivery of excess, the total Price payable to Supplier for the Goods shall be adjusted on a pro-rata basis.
• Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Supplier, to: (i) reject the Goods, cancel the Purchase Order and terminate the Agreement immediately by providing written notice to Supplier, in which case Buyer will return the Goods to Supplier (at Supplier’s expense) and Supplier will immediately refund to Buyer all amounts previously paid to Supplier for the applicable Goods within [15] days of receipt of notification of such cancellation; (ii) accept the Goods at a reasonably reduced price; or (iii) reject the Goods and require that Supplier promptly replace the rejected Goods. If Buyer requires replacement of the Goods, Supplier shall, at its expense, replace the nonconforming or defective Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Supplier fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Supplier the cost thereof and terminate the Agreement for cause as set forth herein. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Supplier’s obligations under the Agreement, and Buyer shall have the right to conduct further inspections after Supplier has carried out its remedial actions.
• With respect to any Services, Supplier shall notify Buyer once all such Services have been performed, and Buyer shall review or otherwise evaluate the performance of such Services for conformity with the Agreement. Buyer will provide Supplier with written notice of acceptance of such Services or a statement of the defects to be corrected. If Buyer provides Supplier with a written statement of defects, Supplier will promptly reperform such Services or otherwise remedy such defects, at Supplier’s expense. The foregoing process will continue until Buyer accepts such Services in accordance with this Section; provided, however, if Supplier fails to perform Services in a form acceptable to Buyer after Supplier’s second attempt to do so, Buyer may cancel the Purchase Order and terminate the Agreement, in which case Supplier will immediately refund to Buyer all amounts previously paid to Supplier for the applicable Service within fifteen (15) days of receipt of notification of such cancellation.

4. Cancellations: Change Orders

Buyer may, at any time prior to delivery or performance, notify Supplier of its desire to cancel or request changes to the Goods or Services (each, a “Change Request”). Upon such notification, the parties shall meet within fifteen (15) days to discuss the cancellation or change. Unless Buyer instructs Supplier to stop work pending acceptance of the Change Request, Supplier shall continue work in accordance with the existing Purchase Order while the Parties discuss the Change Request. If requested by Buyer, Supplier shall, within fifteen (15) days after the meeting about the Change Request, submit to Buyer a firm cost proposal for the Change Request. If Buyer accepts such cost proposal in writing, the Change Request shall be deemed accepted by the Parties and shall become binding (a “Change Order”). Supplier shall proceed with the changed Goods and/or Services in accordance with such Change Order and the terms and conditions of this Agreement.

5. Price and Payment Terms

• The total fees for all Goods and Services are as stated in the Purchase Order (the “Price”). Unless otherwise set forth in the applicable Purchase Order, the cost of the Services are included in the Prices for the Goods and no separate fees will be charged for such Services. Unless otherwise specified in the Purchase Order, the Price includes all packaging, transportation costs to the Delivery Point, insurance, customs duties and fees and applicable taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer.
• Unless otherwise agreed by the Parties in writing, Supplier shall issue an invoice to Buyer for the Price on or any time after all Goods have been delivered and all Services have been performed and Buyer has accepted all such Goods and Services as set forth in Section 3 above. Buyer shall pay all properly invoiced amounts due to Supplier within thirty (30) days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good faith. In the event of a payment dispute, Buyer shall deliver a written statement to Supplier prior to the date payment is due on the disputed invoice with reasonable detail regarding any such dispute. The Parties shall seek to resolve all such disputes expeditiously and in good faith. Supplier shall continue performing its obligations under the Agreement despite any such dispute.

6. Intellectual Property

• Each party retains any and all rights to its own intellectual property developed prior to and/or independently of its obligations under the Agreement (“Background IPR”). Supplier grants to Buyer a perpetual, nonexclusive, worldwide, royalty-free license to use any Supplier Background IPR, to the extent necessary for Buyer’s unrestricted use of the Goods and Services.
• Buyer hereby grants to Supplier a nonexclusive, limited, nontransferable, nonsublicensable, and revocable license, during the term of the Agreement, to use any Specifications or other Buyer Materials provided by Buyer to Supplier, solely as needed by Supplier to deliver Goods and perform Services in accordance with the Agreement.
• If Supplier provides to Buyer any feedback regarding the Specifications (such as suggested revisions to the Specifications that Supplier recommends successfully provide the applicable Goods) (“Design Feedback”), Buyer may use and otherwise exploit the Design Feedback in any manner and from any purpose.

7. Representations and Warranties

• Supplier represents and warrants that: (i) Supplier’s performance of its obligations under the Agreement will not result in Supplier’s breach of or default under any agreement or arrangement by which Supplier is bound; (ii) the Agreement is valid, binding and enforceable against Supplier in accordance with its terms; (iii) the person accepting the Purchase Order on Supplier’s behalf has been duly authorized and empowered to enter into the Agreement; (iv) Supplier has full corporate power and authority to execute, deliver and perform its obligations under the Agreement; (v) Supplier is validly existing and in good standing under the laws of the place of its establishment or incorporation; and (vi) Supplier will comply with all applicable federal, state, local and foreign laws, rules, regulations, administrative and executive orders and pertinent governmental procurement regulations. Without limiting the foregoing, Supplier further represents and warrants that it will comply with the Fair Labor Standards Act of 1938, as amended, the Equal Employment Opportunity Act, the Occupational Safety and Health Act, and all applicable export and import laws of all countries involved in the sale of the Goods under the Purchase Order or any resale of the Goods by Supplier. Supplier shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Agreement.
• Supplier represents and warrants that, for a period of twelve (12) months from the Delivery Date or such other period as may be agreed by the Parties in writing (the “Warranty Period”), all Goods (including the Software, if any) will: (i) be free from any defects in workmanship, material and design; (ii) conform to the Specifications; (iii) be fit for their intended purpose and operate as intended; (iv) be merchantable and free and clear of all liens, security interests or other encumbrances; (iv) not infringe or misappropriate any third party’s patent or other intellectual property rights; (v) have undergone or have been subject to quality assurance and quality control activities and procedures, including, as applicable, requirements reviews, design reviews, code inspections, quality process reviews, testing of functional and non-functional requirements (including security) and performance measurements; and (vi) comply with all applicable industry standards and environmental, health, and safety regulations and/or legal requirements, including, without limitation, meeting regulated substance specification ARS-510 and will be accompanied by supporting declarations and certificates.
• With respect to any Software provided by Supplier, Supplier further represents and warrants that: (i) the Software (including, but not limited to, its use) does not and will not infringe or misappropriate any third party’s patent or other intellectual property rights; (ii) during the Warranty Period, the Software will not contain any Harmful Code (as defined below); and (iii) during the Warranty Period, the Software will conform to its applicable Specifications and be in good working order. As used herein, “Harmful Code” means any virus, Trojan horse, time bomb, back door, drop-dead device, or Easter egg.
• With respect to any Services performed by Supplier on behalf of Buyer, Supplier represents and warrants,: (i) the Services will be performed in a good and workmanlike manner in accordance with the highest industry standards and using personnel of requisite skill, experience and qualifications; (ii) before the date on which the Services are to start, Supplier will obtain, and at all times during the term of the Agreement, maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Services; and (iii) Supplier will comply with all rules, regulations and policies of Buyer in performing all Services, including security procedures concerning systems and data and remote access thereto, building security procedures and general health and safety practices and procedures.
• The representations, warranties, and covenants set forth in this Section 7 are cumulative and in addition to any other representations, warranties, and/or covenants provided in Supplier’s brochures, catalogues, sales materials, quotes or other documentation, as well as any other warranty by law or equity. The warranties set forth herein survive any delivery, inspection, acceptance or payment of or for the Goods and/or Services by Buyer. Any applicable statute of limitations runs from the date of Buyer’s discovery of the noncompliance of the Goods (including any Software) or Services with the foregoing warranties. If Buyer gives Supplier notice of noncompliance pursuant to this Section, Supplier shall, at its own cost and expense, promptly (i) replace or repair the defective or nonconforming Goods (including any Software) and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming Goods to Supplier and the delivery of repaired or replacement Goods to Buyer, and, if applicable, (ii) repair or re-perform the applicable Services.

8. Indemnification

Supplier shall defend, indemnify and hold harmless Buyer, its subsidiaries, affiliates, successors or assigns and its and their respective directors, officers, shareholders and employees (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with arising out of or resulting from (a) any breach or alleged breach of any of Supplier’s representations or warranties; (b) any negligent act or willful misconduct by Supplier or any party acting on its behalf; (c) any Supplier employee or contractor claims (including, but not limited to, employment, workers’ compensation or recovery for on-the-job injury claims); (d) any bodily injury (including death) or damage to any property caused by any negligent or willful act or omission by Supplier (or any party acting on Vendor’s behalf)or any Goods or Services; or (e) any failure to comply with any applicable laws. Supplier shall not enter into any settlement without Buyer’s prior written consent.

9. Export Control

• Supplier assumes all responsibility for shipments of Goods requiring any government import clearance. Supplier agrees to provide the Country of Origin (COO); appropriate Harmonized Tariff Schedule (HTS) code; and if applicable, Export Control Classification Number (ECCN) code (when listed on a munitions or dual-use export control listing), for each item as determined by the law of the exporting country and according to an agreed upon method between the parties. Upon request, the Supplier shall provide a Certificate of Origin and/or Trade Agreement Origin Certificate, if applicable, to support the COO provided.
• Buyer may terminate the Agreement, without liability, if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.
• Supplier will fully comply with all applicable U.S. and other export control laws regarding the export of items, software or technology, including ensuring that (a) no equipment, technical data or software received from Company is exported or re-exported to any country, person or entity in violation of any U.S. or other sanctions or export controls (including to sanctioned or restricted entities); and/or (b) that anything received from Company is not used or re-exported for a prohibited use under U.S. or other export control laws. Further, Supplier represents and warrants that it is not located in a country that is subject to U.S. Government sanctions or that has been designated by the U.S. Government as a “terrorist supporting” country and that Supplier has not been identified as a “Specially Designated National” by the Office of Foreign Assets Control, has not been placed on the U.S. Commerce Department’s Denied Persons List, and has not been listed on any other U.S. Government or other applicable sanctions lists

10. Confidential Information

“Confidential Information” means all information disclosed by Buyer to Supplier or otherwise learned by Supplier (in whatever form and whether before, on or after the commencement of the term of the Agreement) regarding Buyer’s technology, know-how, product plans, pricing, customer information, and other business and/or technical information. Buyer’s Confidential Information includes, without limitation, the Specifications, Buyer Materials, and any Design Feedback. Supplier will maintain the confidentiality of all Confidential Information and may only use Confidential Information to fulfill its obligations under the Agreement. Supplier will not copy or reproduce any Confidential Information except to the extent reasonably required for the performance of the Services or provision of the Goods. Supplier will not reverse engineer, decompile or disassemble any computer program included in Confidential Information (except as permitted by law) and will not remove or obliterate markings (if any) on Confidential Information indicating its proprietary or confidential nature. Notwithstanding the foregoing, Confidential Information will not include any information that (i) Supplier can demonstrate, through its records, was rightfully already known by Supplier or in Supplier’s possession at the time of disclosure (or acquisition), or (ii) Supplier obtains from a third party without any breach of any confidentiality obligations. Supplier will not disclose, deliver, distribute, display, demonstrate or otherwise make available Confidential Information to any third parties without Buyer’s prior written consent in each such case. In addition, Buyer will only disclose Confidential Information to its Subcontractors, and its and its Subcontractors’ directors, officers, and/or employees who have a need to know such Confidential Information in order for Supplier to perform its duties under the Agreement and who are bound by confidentiality obligations no less restrictive than those set forth herein. Supplier will be responsible for any breach of these confidentiality obligations by its Subcontractors will take all reasonable measures (including but not limited to initiating court proceedings) to enforce the terms of the Agreement with respect to such Subcontractors. In addition, Supplier may disclose Confidential Information that is required to be disclosed by law or by a subpoena or order issued by a court of competent jurisdiction (“Order”), provided, that Supplier gives Buyer written notice of the Order within 48 hours after receiving it (if legally permitted) and cooperates fully with Buyer before disclosure to provide Buyer with the opportunity to interpose any objections it may have to the disclosure of the information required by the Order and seek a protective order or other appropriate relief. In addition to any other remedies that may be available to Buyer at law, in equity or otherwise, Buyer will be entitled to obtain injunctive relief against any threatened breach of this Section or the continuation of any such breach, without the need to prove actual damages or post a bond (or other security).

11. Term: Termination

The term of the Agreement will commence upon acceptance of the Purchase Order by Supplier and will continue until all Goods and Services have been delivered (or performed) and accepted by Company. In addition to any other remedies that may be provided under these Terms, Buyer may terminate the Agreement with immediate effect upon written notice to the Supplier, either before or after the acceptance of the Goods or the Supplier’s delivery of the Services, if Supplier has not performed or complied with any of these Terms, in whole or in part. If Buyer terminates the Agreement for any reason, Supplier’s sole and exclusive remedy is payment for the Goods and Services received and accepted by Buyer prior to the termination. Upon expiration or termination of the Agreement, Supplier shall immediately, and at Supplier’s expense, return to Buyer all Buyer Materials and any other 3Buyer Confidential Information then in Supplier’s possession or under Supplier’s control. The provisions of these Terms which by their nature should apply beyond the expiration or termination of the term of the Agreement will remain in force after any termination or expiration of such Agreement including, but not limited to, the following provisions: Section 1(e), Section 6(a), Section 6(c) and Sections 7-20.

12. Insurance

During the term of the Agreement and continuing for two (2) years after, Supplier must maintain insurance on its respective businesses and properties, at all times (including, but not limited to, insurance for insurable force majeure events, fire and other hazards), insurance against liability on account of damage to persons, property, or financial loss, and insurance under all applicable Workers’ Compensation and Employer’s Liability laws. As requested by Buyer, Supplier shall deliver to Buyer certificates of insurance showing its current insurance policies. In addition, Supplier shall ensure that all applicable insurance policies provide that the insurance companies waive all rights of subrogation against Buyer, its affiliates, and their respective officers, directors and employees. Supplier further waives its rights to recover against Buyer, its affiliates, and their respective officers, directors, and employees in subrogation or as subrogee for another party.

13. Waiver

No waiver by Buyer of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by Buyer. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

14. Force Majeure

No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of the Agreement, when and to the extent such Party’s (the “Impacted Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or action; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; and (vii) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five (5) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of three (3) months following written notice of a Force Majeure Event, the other Party may thereafter terminate the Agreement upon written notice. Additionally, Buyer may terminate the Purchase Order within less than three (3) months after the commencement of a Force Majeure Event if it becomes clear, within Buyer’s reasonable judgment, that the Purchase Order will fail of its intended purpose and the value of the Goods and Services to Buyer will be significantly reduced as a direct consequence of a Force Majeure Event with no indication of a speedy or prompt resolution.

15. Assignment

Supplier shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Agreement without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Supplier of any of its obligations hereunder. Buyer may at any time assign or transfer any or all of its rights or obligations under the Agreement without Supplier’s prior written consent to any affiliate (existing or created by way of merger or otherwise) or to any person acquiring all or substantially all of Buyer’s assets.

16. Relationship of the Parties

The relationship between the Parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

17. Governing Law: Venue

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule (whether of the State of Oregon or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Oregon or to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The Parties agree that any claims, legal proceedings, or litigation arising in connection with the Agreement will be brought in and subject to the sole and exclusive jurisdiction of the state and federal courts located in Multnomah County, Oregon. Each of the parties to the Agreement hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of the courts of Multnomah County, Oregon and waive any objection, whether based on forum non conveniens or otherwise. EACH PARTY, KNOWINGLY AND AFTER CONSULTATION WITH COUNSEL, FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, WAIVES ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM ARISING WITH RESPECT TO THE AGREEMENT OR ANY MATTER RELATED IN ANY WAY THERETO

18. Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the face of the Purchase Order or to such other address that may be designated by the receiving Party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (i) upon receipt of the receiving Party, and (ii) if the Party giving the Notice has complied with the requirements of this Section.

19. Serviceability

If any term or provision of the Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

20. Entire Agreement: Amendment

The Agreement (including these Terms and the Purchase Order) supersede all prior agreements, oral or in writing between the Parties, and contains the entire agreement of the Parties. These Terms and the Purchase Order may only be amended or modified in a writing stating specifically that it amends these Terms and/or the Purchase Order, as applicable, and is signed by an authorized representative of each Party.or the Purchase Order, as applicable, and is signed by an authorized representative of each Party.