Common use of TERMS AND CONDITIONS APPLICABLE TO Clause in Contracts

TERMS AND CONDITIONS APPLICABLE TO. ALL AGREEMENTS 1) Seller shall use reasonable efforts to perform the Services within the schedule agreed between Buyer and Seller, or, if no schedule is agreed, Seller shall perform the Services within a reasonable time. 2) In case of default by Seller, Buyer may obtain materials and services from other sources and hold Seller responsible for any damages occasioned up to the contract value. 3) Prior to payment of any invoice and for a reasonable time thereafter, ▇▇▇▇▇ shall have the right during regular business hours to audit Seller's business records relating to its performance and invoice calculations hereunder and Seller shall cooperate with such audits. Such audit rights shall not extend to Seller’s fixed rates and fees, standard charges or percentage multipliers. 4) The discount period, if any, stated on the face of the purchase order shall be calculated from the date of invoice of a proper invoice from Seller. 5) All non-public technical specifications, operating processes, plant capacities and other non-public commercial information furnished by Buyer, or its agents, to Seller or observed by Seller in connection with this purchase order remain the exclusive intellectual property of Buyer and shall be treated by the Seller as proprietary and shall not be disclosed or used, for purposes other than those associated with this Contract, without prior written approval of Buyer making reference to this section A.5. Upon completion, cancellation or termination of this Agreement, Seller shall return to Buyer all embodiments of the foregoing, including all copies, extracts or derivatives of tangible materials containing any of the foregoing made by Seller or third parties employed by Seller. Notwithstanding the foregoing, Seller shall be permitted to retain a single copy of such information in its secure archives for record purposes only. Seller's obligation of confidence and non-use shall not apply to information which: (a) is, or without fault of Seller becomes, available to the general public; (b) was known to Seller prior to receipt hereunder as can be evidenced by writing in Seller's possession; (c) is lawfully received by Seller from a third party without binder of secrecy and not as result of misappropriation by third party; or (d) Seller can reasonably demonstrate was developed by employees of Seller who had at the time no direct or indirect access to the relevant Buyer information. 6) To the extent this purchase order requires or results in Seller preparing, writing, designing or composing any written, pictorial, graphic, sculptural, musical or three-dimensional work (such as, but not limited to, reports, manuals, books, literature, forms, print, radio and television advertising and promotional material, video tapes, slides, movies and audio-visual materials and computer programs and operating systems) using any information Seller obtains from or on behalf of Buyer in anticipation or in performance of this purchase order, Seller agrees that all worldwide copyright rights in same, and in derivative works based on same are the property of Buyer. Depositing payment from Buyer pursuant hereto constitutes written assignment by Seller of such rights to ▇▇▇▇▇, and ▇▇▇▇▇▇ agrees to execute without cost any further evidence and confirm ▇▇▇▇▇’s ownership of all rights therein. 7) Seller shall comply with all federal, state and local laws, regulations and codes applicable to its performance hereunder, including without limitation environmental, safety, health, registration, licensing and employment laws. 8) Seller agrees to protect, defend, hold harmless, indemnify and save ▇▇▇▇▇, ▇▇▇▇▇’s consultants, and agents and employees of any of them, harmless from and against any and all expenses, claims, damages, demands, losses, expenses, including but not limited to attorneys’ fees, or causes of action of every kind and character arising in favor of any person, including employees of both Buyer and Seller, arising out of or resulting from Seller’s performance, provided that such claim, damage, demand, loss, expense, including but not limited to attorneys’ fees, or cause of action is attributable to bodily injury, sickness, disease or death, or to injury or damage to or destruction of property, to the extent caused by Seller's breach of its obligations or representations and warranties hereunder or negligent acts or omissions of Seller, any subcontractor of Seller, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether such claim, damage, demand, loss, expense, including but not limited to attorneys’ fees, or cause of action is caused in part by a party indemnified hereunder. 9) Seller's obligation to indemnify Buyer from claims brought by third parties on account of Seller's breach of its obligations or representations and warranties or negligent performance hereunder shall not be limited in amount. 10) ▇▇▇▇▇▇ agrees to protect, defend, hold harmless, indemnify and save ▇▇▇▇▇, harmless from and against any and all expenses claimed or owed by all third parties contracted by the Seller on behalf of goods or services provided to the Buyer. The Buyer shall be granted reasonable access, upon request to Seller, written confirmation that third parties contracted by the Seller have been paid in full for goods and services rendered to Buyer in support of Seller’s obligation. 11) If the manufacture, transportation, delivery, receipt or use by either party of any material or services covered hereby is prevented, restricted, substantially delayed or interfered with by reason of any event or cause whatsoever beyond the reasonable control of the party so affected, such party, upon prompt notice to the other party (and, in cased Buyer gives such notice, in advance of actual shipment), shall be excused from making and taking deliveries hereunder to the extent of such prevention, restriction or interference but, at ▇▇▇▇▇’s option, deliveries so omitted shall be made, upon notice thereof to Seller, upon cessation of such contingency.

TERMS AND CONDITIONS APPLICABLE TO. ALL AGREEMENTS 1) Seller shall use reasonable efforts to perform the Services within the schedule agreed between Buyer and Seller, or, if no schedule is agreed, Seller shall perform the Services within a reasonable time. 2) In case of default by Seller, Buyer may obtain materials and services from other sources and hold Seller responsible for any damages occasioned up to the contract value. 3) Prior to payment of any invoice and for a reasonable time thereafter, ▇▇▇▇▇ shall have the right during regular business hours to audit Seller's business records relating to its performance and invoice calculations hereunder and Seller shall cooperate with such audits. Such audit rights shall not extend to Seller’s fixed rates and fees, standard charges or percentage multipliers. 4) The discount period, if any, stated on the face of the purchase order shall be calculated from the date of invoice of a proper invoice from Seller. 5) All non-public technical specifications, operating processes, plant capacities and other non-public commercial information furnished by Buyer, or its agents, to Seller or observed by Seller in connection with this purchase order remain the exclusive intellectual property of Buyer and shall be treated by the Seller as proprietary and shall not be disclosed or used, for purposes other than those associated with this Contract, without prior written approval of Buyer making reference to this section A.5. Upon completion, cancellation or termination of this Agreement, Seller shall return to Buyer all embodiments of the foregoing, including all copies, extracts or derivatives of tangible materials containing any of the foregoing made by Seller or third parties employed by Seller. Notwithstanding the foregoing, Seller shall be permitted to retain a single copy of such information in its secure archives for record purposes only. Seller's obligation of confidence and non-use shall not apply to information which: (a) is, or without fault of Seller becomes, available to the general public; (b) was known to Seller prior to receipt hereunder as can be evidenced by writing in Seller's possession; (c) is lawfully received by Seller from a third party without binder of secrecy and not as result of misappropriation by third party; or (d) Seller can reasonably demonstrate was developed by employees of Seller who had at the time no direct or indirect access to the relevant Buyer information. 6) To the extent this purchase order requires or results in Seller preparing, writing, designing or composing any written, pictorial, graphic, sculptural, musical or three-dimensional work (such as, but not limited to, reports, manuals, books, literature, forms, print, radio and television advertising and promotional material, video tapes, slides, movies and audio-visual materials and computer programs and operating systems) using any information Seller obtains from or on behalf of Buyer in anticipation or in performance of this purchase order, Seller agrees that all worldwide copyright rights in same, and in derivative works based on same are the property of Buyer. Depositing payment from Buyer pursuant hereto constitutes written assignment by Seller of such rights to ▇▇▇▇▇, and ▇▇▇▇▇▇ agrees to execute without cost any further evidence and confirm ▇▇▇▇▇’s ownership of all rights therein. 7) Seller shall comply with all federal, state and local laws, regulations and codes applicable to its performance hereunder, including without limitation environmental, safety, health, registration, licensing and employment laws. 8) Seller agrees to protect, defend, hold harmless, indemnify and save ▇▇▇▇▇, ▇▇▇▇▇’s consultants, and agents and employees of any of them, harmless from and against any and all expenses, claims, damages, demands, losses, expenses, including but not limited to attorneys’ fees, or causes of action of every kind and character arising in favor of any person, including employees of both Buyer and Seller, arising out of or resulting from Seller’s performance, provided that such claim, damage, demand, loss, expense, including but not limited to attorneys’ fees, or cause of action is attributable to bodily injury, sickness, disease or death, or to injury or damage to or destruction of property, to the extent caused by Seller's breach of its obligations or representations and warranties hereunder or negligent acts or omissions of Seller, any subcontractor of Seller, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether such claim, damage, demand, loss, expense, including but not limited to attorneys’ fees, or cause of action is caused in part by a party indemnified hereunder. 9) Seller's obligation to indemnify Buyer from claims brought by third parties on account of Seller's breach of its obligations or representations and warranties or negligent performance hereunder shall not be limited in amount. 10) ▇▇▇▇▇▇ agrees to protect, defend, hold harmless, indemnify and save ▇▇▇▇▇, harmless from and against any and all expenses claimed or owed by all third parties contracted by the Seller on behalf of goods or services provided to the Buyer. The Buyer shall be granted reasonable access, upon request to Seller, written confirmation that third parties contracted by the Seller have been paid in full for goods and services rendered to Buyer in support of Seller’s obligation. 11) If the manufacture, transportation, delivery, receipt or use by either party of any material or services covered hereby is prevented, restricted, substantially delayed or interfered with by reason of any event or cause whatsoever beyond the reasonable control of the party so affected, such party, upon prompt notice to the other party (and, in cased Buyer gives such notice, in advance of actual shipment), shall be excused from making and taking deliveries hereunder to the extent of such prevention, restriction or interference but, at ▇▇▇▇▇Buyer’s option, deliveries so omitted shall be made, upon notice thereof to Seller, upon cessation of such contingency.