14-TP-LGL-TEMP-0008 TerraPower PO (Long Form) Terms and Conditions USG - Rev 8.docx

TerraPower, LLC Purchase Order (Long Form) Terms and Conditions USG

These Purchase Order Terms and Conditions ("Terms and Conditions") shall apply to and be deemed a part of this Purchase Order.

1) COMPLETE AGREEMENT. This Purchase Order, including these Terms and Conditions, Exhibits to these Terms and Conditions, the SOW, all supplemental or other incorporated terms and conditions and all other documents incorporated by reference into this Purchase Order, constitutes the entire agreement between the parties and supersedes any previous communication, representations, whether oral or written, with respect to the subject matter of this Purchase Order. No revision, amendment or modification of any provision of this Purchase Order (other than any change or termination by Company expressly permitted herein) shall be valid, unless set forth in a written instrument signed by both parties.

2) ORDER OF PRECEDENCE. If any term of this Purchase Order conflicts with any other of its terms, the parties shall apply the following order of precedence: (a) changes pursuant to Section 14, in reverse chronological order, (b) the supplemental terms (if any) set forth in Exhibit B; (b) the Required Flowdowns, to the extent applicable, set forth in Exhibit A; (c) these Terms and Conditions; (d) the SOW; and (e) documents referenced in the SOW, in each case of items (b) through (e), with amendments thereto ranking in precedent in reverse chronological order. Company shall not be bound by, and specifically objects to, any term, condition or other provision contained in or presented on any quotation, invoice, shipping document, acceptance, confirmation, correspondence or other documents from Supplier that purports to amend, modify or supplement this Purchase Order.

3) INTERPRETATION. In these Terms and Conditions, the singular includes the plural and the plural the singular; the terms “including” and “include” will mean “including but not limited to”; and references to a “Section” will mean a section of these Terms and Conditions, unless otherwise expressly stated. All section titles in these Terms and Conditions are for convenience or reference purposes only and shall not control or alter the meaning of these Terms and Conditions as set forth in the text.

4) DEFINITIONS. The following terms shall have the meanings assigned to them below when used in this Purchase Order:

(a) “Acceptance” means satisfactory completion, determined by Company, of all Acceptance Procedures as complete performance of this Purchase Order;

(b) “Acceptance Procedures” has the meaning given in Section 11(b) (Inspections and Rejection);

(c) “Applicable Laws” means all laws, ordinances, rules, regulations, orders, licenses, permits and other requirements, now or hereafter in effect, of any governmental or regulatory authority applicable to a party;

(d) “Background IP” means any Intellectual Property that is owned or sub-licensable by a party before or independently of performance of the Work;

(e) “Claims” means any demand, assertion, legal proceeding or governmental investigation brought by any third party and all resulting judgments, settlements, fines, penalties, losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs);

(f) “Company” means TerraPower, LLC;

(g) “Confidential Information” means all non-public information and materials, including all designs, drawings, diagrams, plans, reports, equipment, specifications, Products, Services, prices, pricing policies, processes and inventions, samples, prototypes, software, source code, object code, passwords, customer lists, customer documents and requirements, financial information, employee lists and information and marketing and advertising information, that are made known to, developed by or otherwise acquired by Supplier in the course of or as a result of the performance of Supplier's obligations under this Purchase Order;

(h) “CA” means the contract administrator and commercial representative of Company who is authorized to administer this Purchase Order as specified in the SOW under this Purchase Order;

(i) “days” means calendar days unless business days are clearly stated;

(j) Deliverables” means products, samples, prototypes, software, source code, object code, designs, drawings, diagrams, plans, reports, specifications, research, results, processes, data, documents, calculations and other items, materials or information produced by the Supplier in the performance of the Work under this Purchase Order, or specified in the applicable Purchase Order(s) and Statement(s) of Work, or delivered by Supplier to Company such as via posting to the designated collaboration site or “issued for use” (i.e., REV 0 or equivalent nomenclature), as may be subsequently modified from time to time by the parties. “Deliverables” may be referred to as “products” or “Submittals” in the applicable Purchase Order(s) or Statement(s) of Work.;

(k) “EH&S Requirements” has the meaning given in Section 9 (Quality Assurance; EH&S);

(l) “Final Acceptance” means when (1) all Products are finally inspected and accepted by Company’s representative at the final destination, (2) all Submittals and all other property to be furnished by Supplier hereunder have been submitted to and accepted by Company and (3) the CA on behalf of the Company clearly and unequivocally approves specific Services rendered, in each case as complete performance of this Purchase Order;

“Foreground IP” means any Intellectual Property first conceived, created or developed by or on behalf of one or both parties in connection with the Work;

(m) “Force Majeure Event” has the meaning given in Section 40 (Force Majeure);

(n) “Foreign National” means any person who is neither a U.S. citizen or a U.S. national nor a “Lawful Permanent Resident” (i.e., Green Card holder, 8 USC § 1101(a)(20)) nor other “Protected Individual” under the Immigration and Naturalization Act (8 USC §1324b(a)(3)) designated an asylee, refugee, or a temporary resident under amnesty provisions. A Foreign National also means any foreign corporation, business association, partnership or any other entity or group that is not incorporated to do business in the U.S.;

(o) “Indemnitee” means Company, its successors and assigns, and the respective directors, officers, employees, consultants, agents, representatives and (if applicable) customers of Company and their successors and assigns;

(p) “Intellectual Property” means all intellectual property rights of any kind, worldwide, including utility patents, design patents, and all applications for the foregoing; registered and unregistered trademarks, service marks, trade dress, logos, domain names, and other source identifiers, and all applications and registrations for the foregoing, and all goodwill associated with the foregoing; published and unpublished works of authorship, registered and unregistered copyrights, and all registrations and applications for the foregoing; software, computer programs, technology, and documentation; and trade secrets, know-how, ideas, inventions, improvements, data, and other confidential and proprietary information, in whatever form.

(q) “Lien” has the meaning given in Section 12 (Title and Risk of Loss);

(r) “permitted Subcontractor” has the meaning given in Section 30 (Subcontracting);

(s) “Price” has the meaning given in Section 16 (Price/Taxes);

(t) “Products” means any and all products, goods, studies, reports, documents, data, information, notes, designs, specifications, plans, drawings, patterns, samples, computer programs, software, results and other materials and items developed for or provided by Supplier to Company as part of the Work under this Purchase Order;

(u) “Purchase Order” means this purchase order, including the signature page, all parts referenced on the signature page and all attachments thereto (including these Terms and Conditions), each of which is hereby incorporated herein, as may be amended from time to time;

(v) “QA Requirements” has the meaning given in Section 9 (Quality Assurance; EH&S);

(w) “Services” means the services provided or to be provided by Supplier to Company under this Purchase Order, as may be further described in the Statement of Work;

(x) “Submittals” means the Work documentation and data furnished by Supplier under this Purchase Order, as specifically identified in this Purchase Order;

(y)“Supplier” means the person, partnership, corporation or other entity specified in this Purchase Order as the seller or provider of Products and/or Services under this Purchase Order;

(z) “Supplier Coordination Request” or “SCR” means a request submitted by Supplier to Company for disposition and response;

(aa) “Statement of Work” or “SOW” means the written statement of work that describes the Work to be performed by Supplier under this Purchase Order and which is incorporated into and forms an integral part of this Purchase Order;

(bb) “Technical Representative” means the technical representative named in the SOW who will serve as Company’s point of contact and will interface with Supplier on technical matters related to this Purchase Order; and

(cc) “Work” means all of the obligations to be performed by Supplier pursuant to this Purchase Order, including, as applicable, the supply and delivery of the Products and the performance of Services.

5) SUPPLIER ASSENT. Performance of any of the following acts by Supplier shall constitute Supplier's acceptance of these Terms and Conditions: (a) signing and returning a copy of this Purchase Order to Company; (b) issuance of an invoice to Company; (c) shipment or delivery of any Products or performance of any Services, as applicable; and/or (d) informing Company in any manner of commencement of performance of any Work. Upon Supplier's performance of any of the foregoing acts, this Purchase Order shall be binding on Supplier. No alteration, change, modification or revision of any part of this Purchase Order by Supplier shall be binding upon Company unless made in a writing referencing this Purchase Order and provided by the CA as signed by the Company’s authorized representative.

6) WORK PERFORMANCE. The Work to be provided by Supplier under this Purchase Order will be described in the Statement of Work. Supplier shall perform all Work: (a) in a professional and workmanlike manner in accordance with this Purchase Order, utilizing the highest standards of care, skill and diligence observed in Supplier's industry for the performance of the Work and (b) in conformance to and in compliance with this Purchase Order. Supplier may not substitute any other materials or accessories for those specified in this Purchase Order without the express prior written authorization of Company. Supplier shall not subcontract any portion of the Work encompassed by this Purchase Order without Company’s prior written approval. Time is of the essence in Supplier’s performance under this Purchase Order.

Company shall specify any work control requirements in this Purchase Order. Supplier shall manage the Work in a manner that meets the work control requirements, including, as appropriate, periodic status and performance reviews, and performance reports.

7) SUBMITTALS. Supplier shall deliver Submittals to Company for review, information or approval in accordance with this Purchase Order. Submittals shall be provided via the secure electronic information transfer system established and designated by Company, with a separate notification to submittals@terrapower.com, unless otherwise specified by Company in this Purchase Order. Administrative items (i.e., not Confidential Information) may be provided by email to submittals@terrapower.com. The CA will provide any additional specific guidance and other submittal methods as required by this Purchase Order. Supplier shall appropriately mark all Submittals to allow processing and control of the Submittal, in accordance with this Purchase Order and as instructed by the CA.

8) MANDATORY HOLD OR NOTIFICATION POINTS. The Work may be subject to certain mandatory hold or notification points (each, a “Hold Point”), which may require witnessing by an authorized representative of Company. Any Hold Points applicable to the Work shall be set forth in the SOW and must be clearly indicated on Supplier’s work sequence document. Applicable Work may not proceed beyond a Hold Point without either (a) inspection or review by an authorized representative of Company or (b) Company’s express written authorization for the applicable Work to proceed. Unless otherwise mutually agreed, Supplier shall provide Company at least ten (10) business days' advanced written notice of each Hold Point to allow the parties to schedule the Work related to the applicable Hold Point.

9) QUALITY ASSURANCE; EH&S. If any quality assurance requirements (“QA Requirements”) and/or environmental, health and safety requirements (“EH&S Requirements”) apply to the Work, Company shall specify the applicable QA Requirements and/or EH&S Requirements in the SOW, and Supplier shall provide Work that conforms to those applicable QA Requirements and EH&S Requirements. Supplier shall incorporate the QA Requirements and EH&S Requirements of this Purchase Order into any permitted Subcontracts and lower-tier supply agreements. When specified in this Purchase Order, Company, through its designated representatives or agents, may access Supplier’s and any permitted Subcontractor’s facilities and records for QA and/or EH&S surveillance, inspection, or audit during normal business hours.

10) IDENTIFICATION, PACKING AND DELIVERY.

(a) Supplier shall:

(i) include the number of this Purchase Order on all invoices, packing lists, packages, shipping notices, instruction manuals, and other written documents provided by Supplier under this Purchase Order, include a packing list that details the contents of each container, box or package shipped pursuant to this Purchase Order and mark the number of this Purchase Order on each such container, box or package; and

(ii) properly package all Products provided to Company in accordance with any requirements expressly stated in the SOW and in a manner to protect against any damage to or deterioration of such Products from shipment, handling, storage or other any other cause, ship all Products from the point of shipment specified in the SOW, email copies of the applicable shipping documents and packing slips to the CA no later than the day a shipment is made and deliver such Products to the delivery destination no later than the applicable delivery date, in each case as specified in the SOW.

(b) Company shall not be responsible or liable for any charges, fees or other amounts related to shipment of the Products in a manner different than that expressly required under the SOW and authorized by this Purchase Order.

11) EXPEDITING; INSPECTIONS AND REJECTION.

(a) Company may elect to inspect or expedite any Work in progress under this Purchase Order, including any materials or components thereof, in its sole discretion, during and after manufacture but prior to delivery to Company, upon written notice to Supplier. Supplier shall provide Company and its agents and representatives with any information pertinent to this Purchase Order, and shall allow Company and its agents and representatives to have access to any production facility in order to witness the progress of the Products and inspect the materials being used. Such inspections shall be at Company’s cost and shall not unduly interfere with the normal operations of Supplier. Neither Company’s inspection nor failure to inspect Work in progress shall relieve Supplier of its obligations hereunder.

(b) All Work received from or held out as fully performed by Supplier shall be subject to, as applicable, initial inspection by Company at the delivery destination specified in the SOW and further testing and review as part of acceptance procedures detailed in the SOW (“Acceptance Procedures”), unless otherwise specified in this Purchase Order. Neither Company's initial inspection nor failure to inspect Work received or held out as fully performed by Supplier shall relieve Supplier of any responsibility with respect to such Work or imply any Final Acceptance thereof. During the Acceptance Procedures: (i) Company will review the Work furnished to Company to confirm (A) there are no defects, deficiencies, errors or nonconformities in the Work and (B) all of the Work complies with the requirements of this Purchase Order and (ii) Supplier shall provide Company with such additional support as Company may reasonably request.

(1) Company will notify Supplier of its Final Acceptance or rejection of the Work upon completion of the Acceptance Procedures.

(2) In the event of rejection, Company shall notify Supplier of such rejection, identifying the reason(s) therefor, and Supplier will furnish to Company, within ten (10) days after receipt of such notice, a remedial plan for providing conforming Work within twenty (20) days after its receipt of such notice. If Supplier fails to furnish conforming Work within such period of time, Company may elect to either (i) provide Supplier with a further opportunity to provide conforming Work; or (ii) receive a refund of all amounts paid under this Purchase Order for such Work, which refund Supplier shall pay to Company within thirty (30) days of Company’s request for such refund. Any Final Acceptance by Company shall not be conclusive of the absence of latent defects.

12) TITLE AND RISK OF LOSS. Except as otherwise provided in this Purchase Order, title to all Products furnished by Supplier shall become the property of Company upon payment therefor or upon delivery, whichever occurs earlier. Notwithstanding the foregoing, Supplier shall be responsible for and shall bear any and all risk of loss for Products until satisfactory completion of Acceptance Procedures regarding the same. Supplier warrants that (a) all Products delivered or to be delivered under this Purchase Order shall be (i) free from all defects in title, (ii) merchantable, and (iii) free and clear of all liens, security interests, encumbrances and claims of laborers or material and (b) following Final Acceptance, Company shall have full and unencumbered ownership in and title to the Products. Should any lien or other encumbrance (“Lien”) be filed against all or any portion of the Products or Company’s property, Supplier shall, at its sole cost and expense, remove and discharge such Lien within twenty-five (25) days of the filing of such lien or encumbrance. If Supplier fails to remove and discharge any such Lien within the twenty-five (25) day period, then Company may, in its sole discretion and in addition to any other rights that it has under this Purchase Order, at law or in equity, remove and discharge such Lien using whatever means that Company, in its sole discretion, deems appropriate. In such circumstance, Supplier shall be liable to Company for all damages, costs, losses and expenses (including all reasonable attorneys’ fees, consultant fees and litigation expenses, and settlement payments) incurred by Company arising out of or relating to such removal and discharge of a Lien. All such damages, costs, losses and expenses shall be paid by Supplier no later than thirty (30) days after receipt of each invoice from Company, and, at Company’s option, Company may withhold payment if it reasonably suspects that any Products do not comply with this Section 12 until it receives evidence in a form and substance satisfactory to it that Supplier and the Products are in compliance with this Section 12.

13) SUPPLIER COORDINATION REQUEST. A Supplier Coordination Request may be used by Supplier to request information, clarification or direction from Company regarding this Purchase Order, to request deviation from certain requirements set forth in this Purchase Order, to initiate a change request or to resolve a Supplier non-conformance to technical requirements. If Supplier wishes to submit a SCR to Company, it must complete and submit a Supplier Coordination Request form to Company detailing its request. The CA will provide the Supplier Coordination Request form, with instructions, to Supplier upon request. A Supplier Coordination Request form will formally document Supplier's SCR and Company’s response. If the resolution of a SCR requires a change to this Purchase Order, then the CA will initiate a change in accordance with Section 14 (Changes) or an amendment to this Purchase Order in accordance with Section 1 (Complete Agreement).

14) CHANGES.

(a) Company shall have the right from time to time, upon written notice to Supplier, to make changes to the scope or contents of this Purchase Order, including changes to: (i) the drawings, designs, specifications, and/or technical attachments; (ii) schedule; (iii) additions to or deletions from quantities ordered; (iv) the method of delivery, shipment or packing of Products; or (v) the date or delivery destination specified in the SOW.

(b) Supplier may make, via SCR, a change request or non-conformance request to Company relating to the scope of the Work.

(c) If any requested or proposed change under paragraphs (a) or (b) above causes an increase or decrease in the cost or timing required to perform the Work, as Supplier’s sole remedy an adjustment may be requested in the Price or the schedule, or both, and the Purchase Order shall be modified by a written Purchase Order revision executed by an authorized representative of each party. Any request by Supplier for adjustment must be asserted within thirty (30) days from the date of receipt by the Supplier of the notification of change from Company or discovery of circumstances prompting a Supplier-requested change via SCR. Failure by Supplier to request an adjustment within thirty (30) days from the date of receipt of the notification of change from Company, or discovery of circumstances prompting a Supplier-requested change, shall result in Supplier’s right to adjustment being deemed conclusively waived.

(d) In the event that Supplier and Company disagree on any equitable adjustment in connection with this Section 14, such disagreement shall not excuse Supplier from performing its obligations with respect to any authorized Work and the Work as changed under this Purchase Order.

15) PERIODIC MEETINGS. During the term of this Purchase Order, the parties shall participation in periodic meetings as set forth in the SOW or as otherwise mutually agreed upon by the parties to discuss the progress and performance of the Work.

16) PRICE/TAXES.

(a) The Purchase Order price (the “Price”) is the amount set forth as the “Total” or “Price Ceiling” on the cover page of this Purchase Order in United States dollars and, subject to Section 14 (Changes), shall apply during the term of this Purchase Order. Payment of the Price shall constitute full compensation for the Work and satisfactory performance of all of Supplier’s obligations under this Purchase Order. The Price is deemed to include all Federal, state and local taxes (including fees and charges) levied with respect to the Work performed hereunder. If sales tax is included in the Price, it must be listed as a separate line item in the invoice provided by Supplier. If applicable, Company is responsible for Washington State use tax.

(b) If the Price is indicated as a “Price Ceiling” on the cover page of this Purchase Order, the following provisions shall apply:

(i) Supplier must notify the CA in writing when the value of the Work it has performed under this Purchase Order reaches seventy-five percent (75%) of the stated Price Ceiling;

(ii) Company will not be liable to pay any amount in excess of the Price Ceiling; and

(iii) Company has the right to issue a stop work order if the value of the Work performed or Work in progress equals the value of the Price Ceiling, at which time Supplier and Company will meet to discuss any adjustments to this Purchase Order. Any adjustments agreed shall be documented as a written Purchase Order revision in accordance with Section 14 (Changes). A stop work order under this Section 16(b) will not constitute a suspension under Section 24 (Suspension; Extension of Time).

17) PAYMENT. Unless otherwise expressly agreed by Company in writing, Supplier shall invoice Company for any amounts payable by Company within twenty (20) days of completing the Work under this Purchase Order. Supplier shall submit all invoices to Invoices@terrapower.com. Company will pay all undisputed amounts due to the Supplier for Work within thirty (30) days after receipt of the Supplier's invoice. All payments shall be made in United States dollars. The payment date shall be calculated from the date of receipt by Company of an acceptable invoice. Company shall notify the Supplier of any disputed amounts within thirty (30) days of receipt of an invoice from Supplier. If Supplier fails to deliver an invoice for Products within ninety (90) days after such Products are shipped, then Company shall have no obligation to pay such invoices, and Supplier’s right to payment shall be deemed conclusively waived.

18) INDEPENDENT CONTRACTOR. The relationship of Supplier to Company shall be that of an independent contractor and not an agent of Company, and nothing herein shall be interpreted or construed as (a) creating or evidencing any association, joint venture, partnership or franchise between the parties; or (b) imposing any partnership or franchisor obligation or liability on either party.

19) CONFIDENTIAL INFORMATION. Supplier shall not disclose any Confidential Information to any third party or use it in any way except as specifically authorized by Company to perform Supplier's obligations under this Purchase Order. Supplier shall place appropriate safeguards on its operating activities to ensure protection of the Confidential Information, sharing it only with those of its employees and contractors who need access to such Confidential Information to perform its obligations under this Purchase Order and who are bound by written confidentiality obligations at least as restrictive as this Section 19. Supplier is responsible for enforcing the terms of this Purchase Order as to its employees and contractors and for taking such action, including appropriate legal action, as may be necessary to prevent any unauthorized use or disclosure of Confidential Information by such employees or contractors.

Supplier shall promptly notify Company following discovery of any unauthorized use or disclosure of any Confidential Information and will cooperate with Company to help the Company regain possession of the Confidential Information and prevent any further unauthorized use or disclosure.

Upon Company’s request or upon the completion, termination or cancellation of this Purchase Order, Supplier shall, within ten (10) days, either return all Confidential Information to Company or destroy all Confidential Information according to Company’s direction. Supplier will certify in writing that it has fully complied with its obligations in the preceding sentence. To the extent any Confidential Information was disclosed by Company to Supplier during discussions or exchanges prior to the signing of this Purchase Order, this Section 19 shall apply to protect such Confidential Information unless a separate non-disclosure agreement was in place between Company and Supplier.

Notwithstanding anything to the contrary in this Purchase Order, all documents provided by Supplier to Company will be considered confidential or proprietary to Supplier only to the extent such documents are clearly marked in accordance with the guidance provided to Supplier by the CA to indicate their confidential or proprietary nature relating to this Purchase Order.

Supplier will comply with the methods of communication invoked by Company to transmit and receive information that is deemed to be sensitive or might be subject to Section 32 (Export Control). Company has established a secure electronic information transfer system which may be used by Company, Supplier and any Company-authorized third parties to transfer data and other information. The CA will work with Supplier to establish the methods and access for secure file transfer.

Supplier shall ensure that all subcontracts, purchase orders and other agreements entered into by Supplier or any of its permitted Subcontractors or suppliers of any tier related to the Work shall provide to Company the same rights and protection with regard to such permitted Subcontractors and suppliers as are contained in this Section with regard to Supplier.

20) PROPRIETARY RIGHTS.

(a) Company Materials. Company owns all right, title and interest in and to any and all equipment, tools, dies, jigs, fixtures, patterns, drawings, photographs, specifications, data, information and other items provided or to be provided by or on behalf of Company in connection with the Work, together with all modifications, changes, enhancements and other derivative works based on any such items and all Intellectual Property in the foregoing (collectively, "Company Materials”). Company hereby grants Supplier a limited, non-exclusive, non-transferable license to use the Company Materials solely as and to the extent necessary to perform the Work under this Purchase Order during the term of this Purchase Order. Except for the foregoing license, no right, title or interest in or to any Company Materials is provided to Supplier under this Purchase Order, and Company reserves all right, title and interest in and to the Company Materials.

(b) Background IP. Each party reserves all legal rights in its Background IP. For clarity, Supplier will retain ownership of all Background IP owned by Supplier as of the effective date of this Purchase Order. This Agreement will not be deemed a sale, license, or other transfer by either party to the other party of any rights in its Background IP. Notwithstanding the foregoing, to the extent that any Supplier Background IP is incorporated in Deliverables as required by the Work, the Supplier hereby grants the Company a non-exclusive, non-transferrable, non-assignable (except as part of the permissible assignment of this Purchase Order as a whole during the performance of this Purchase Order), irrevocable, fully paid up, royalty-free, worldwide license to Supplier’s Background IP so incorporated so that Company may use, copy, modify, perform, display and create derivative versions of such Deliverables for the sole and limited purpose of, and only as is necessary to exploit the Deliverables and other results and proceeds of the Work, with the right to sublicense the same.

(c) Deliverables. Company and its assigns, nominees and successors own exclusively all right, title and interest in and to all Deliverables, including any documents, reports, materials, techniques, ideas, algorithms, software, specifications, plans, drawings, designs, inventions, data, information and other items or materials that are authored, conceived, created, or developed, by or on behalf of Supplier for Company in connection with the Work, together with any and all Intellectual Property rights (other than Supplier Background IP) in the foregoing (collectively, the “Work Product”). The Work Product that is copyrightable will constitute "works made for hire" for Company under the United States Copyright Act of 1976, as amended, and any other applicable copyright law. Supplier hereby waives any and all moral rights (including rights of integrity and attribution) in and to the Work Product. To the extent any Work Product does not constitute a "work made for hire," Supplier agrees to assign and hereby assigns and transfers to Company, without separate compensation, all of Supplier’s right, title and interest in and to the Work Product. Supplier will take such action as may be reasonably requested by Company from time to time (including the execution, acknowledgment and delivery of documents) to effect, assign, perfect, maintain or evidence Company's ownership rights to the Work Product.

(d) Company’s ownership of Deliverables. At any time upon request of the Company and to the extent permitted by the license rights granted in sub-paragraph (b) above, the Supplier shall execute, acknowledge, and deliver all instruments necessary to confirm the Company's complete ownership of the Deliverables. The Company has the sole right to obtain and hold in its name all patents, copyright and trademark registrations, and any extensions, derivations or renewals thereof, as may be appropriate to the Deliverables. On request and at the Company's expense, the Supplier shall assist the Company to obtain patents and copyright and trademark registrations for the Deliverables, and the Company shall reimburse the Supplier for all reasonable costs associated therewith. Such assistance will include, without limitation, providing data, plans, specifications, descriptions, documentation and other information, as well as assisting the Company in completing any required application or registration.

(e) Foreground IP. Company reserves all legal rights in Foreground IP developed solely by Company and jointly developed by Company and Supplier.

21) ASSIGNMENT. Supplier shall not assign this Purchase Order or any rights, obligations, or monies due under this Purchase Order, directly, by operation of law or otherwise, without Company’s prior written consent. Any attempted assignment without such consent shall be void and have no effect. Supplier agrees that Company may assign this Purchase Order to its affiliate, US SFR Owner, LLC, a Delaware limited liability company with its principal place of business at 15800 Northup Way, Bellevue, WA 98008.

22) INDEMNITY. Supplier shall indemnify, hold harmless and, at Company's option, defend each Indemnitee from and against all Claims arising out of or relating to: (a) any breach of any obligation or warranty under this Purchase Order, whether arising before or after completion of the Work; (b) any bodily injury (including death) or property damage attributable to the fault, negligence or strict liability of Supplier, or any of Supplier's employees or contractors, permitted Subcontractors or anyone else under Supplier's direction, supervision or control; or (c) any claim of infringement, misappropriation or violation of any patent, copyright, trade name, trademark, trade secret or other proprietary right of a third party. If use of any Work provided under this Purchase Order is enjoined or threatened to be enjoined or is determined to be infringing of any rights, Supplier shall notify Company in writing and immediately, at Supplier's expense, (i) procure for Company the right to continue the use of such Work as contemplated under this Purchase Order, or (ii) replace or modify such Work so that such Work becomes non-infringing, provided that any replacement or modification is equivalent in function and meets the requirements and specifications of this Purchase Order to Company's satisfaction. If options (i) and (ii) are not available to Supplier, Company shall have the right to terminate this Purchase Order and Supplier shall refund all amounts paid by Company with respect to the infringing Work and shall reimburse Company all costs of the Company associated with transitioning the Work to a replacement supplier.

23) SECURITY INTEREST. In the event Company makes any payment to Supplier prior to delivery of any Products under this Purchase Order, for purposes of securing such payments, Supplier grants to Company a security interest in all Products (including all inventory, stock and trade, raw materials, work in progress and materials used or to be used in such Products). Company may execute such filings and take such additional acts as may be reasonably necessary to perfect such security interest as a first priority security interest and shall be entitled to all applicable rights and remedies of a secured party under Applicable Laws. Upon Company's request, Supplier will execute any statements or other documents necessary to perfect Company’s security interest in the Products. Supplier also authorizes Company to execute, on Supplier’s behalf, any statements or other documents necessary to perfect Company’s security interest in the Products. None of the remedies under this Section 23 shall serve to foreclose or limit any other rights or remedies that may be available to Company under Applicable Laws or this Purchase Order.

24) SUSPENSION; EXTENSION OF TIME.

(a) Notwithstanding any other provisions of this Purchase Order, Company may at any time suspend or extend the time for Supplier’s performance of the Work in accordance with Company’s instructions and, in the case of suspension, resume performance as subsequently directed by Company. Provided that the suspension or extension does not result from any acts, omissions or delays of Supplier and provided further that Supplier timely complies with the requirements set forth below, Supplier shall be entitled to reimbursement for additional costs reasonably and necessarily incurred by Supplier, excluding profit, in implementing such suspension or extension. In the case of extension, Supplier must provide Company its written claim for the additional costs with supporting documentation within ten (10) days after receipt of the notice of extension.

(b) In the case of a suspension, Supplier must: (i) provide Company with written notice of its intent to claim additional costs together with an estimate of the elements and amounts of any cost within ten (10) days after receipt of the notice of suspension; (ii) provide Company written updates on the additional costs estimates on a bi-weekly basis during the period of suspension or as Company may otherwise reasonably request; and (iii) provide Company its written claim for additional costs with supporting documentation no later than thirty (30) days after receipt of Company’s notice to resume work.

25) TERMINATION.

(a) Breach; Default. Company may terminate this Purchase Order, or any part thereof, by written notice: (i) in the event of any breach or default by Supplier of any of its obligations under this Purchase Order, (ii) if, following request by Company, Supplier fails to provide timely and acceptable assurance of Supplier’s ability to meet all applicable QA Requirements and EH&S Requirements or the delivery date(s) of this Purchase Order, (iii) if Supplier fails to comply with Applicable Laws or (iv) if Supplier becomes insolvent, does not pay its debts as due, or makes a general assignment for the benefit of creditors or reasonable grounds for insecurity arise with respect to Supplier’s ability to perform. Supplier shall immediately notify Company of the occurrence of any of the events described in this sub-Section 25(a).

In the event of any occurrence of item (i), Company will provide Supplier with written notice of the nature of the default and Company’s intention to terminate for default. Company may by written notice terminate this Purchase Order in the event Supplier does not correct the default within ten (10) days of such notice or such longer period of time as appropriate considering the circumstances and as specified in such notice of default to Supplier.

Upon the occurrence of any of items (ii), (iii) or (iv), Company may terminate this Purchase Order immediately upon written notice without any cure period.

(b) Company’s Convenience. Company may terminate this Purchase Order, in whole or in part, at any time for its convenience by giving written notice to Supplier. Upon termination pursuant to this Section 25(b), Supplier may claim reasonable costs incurred for the Work completed prior to the effective date of such termination based on the percentage of Work complete, but not previously paid and a reasonable amount for any Products then in production (other than for Products which are Supplier’s standard stock); provided, however, that the total sum payable to Supplier upon termination shall not exceed the Price had all Work been completed under this Purchase Order. The amounts to be paid to Supplier shall be set out in a written Purchase Order revision signed by Company’s authorized representative. The payment will not include any consideration for loss of anticipated profits on the terminated Work, all claims for which Supplier agrees to waive. Furthermore, the total sum to be paid to Supplier for termination shall be subject to adjustment to the extent any Work contains defects as of the termination date. Supplier shall hold all partially completed Work or raw material in trust for Company to be disposed of or transferred in accordance with Company’s instructions.

(c) Effect of Termination. Upon the completion, termination or cancellation of this Purchase Order pursuant to paragraph (a) or (b) above, (i) Supplier and Company shall cooperate to effect an orderly, efficient, effective and expeditious termination of the parties’ respective activities under this Purchase Order; and (ii) Supplier shall, within ten (10) days of the effective termination date, return to Company or destroy all Confidential Information pursuant to Section 19 (Confidential Information).

Upon receipt of any notice of termination pursuant to this Section 25, Supplier shall in addition, unless the notice requires otherwise: (1) immediately discontinue the Work on the date and to the extent specified in the notice, (2) place no further orders for materials or services other than as may be necessarily required for completion of any portion of the Work that is not terminated; (3) obtain cancellation on terms satisfactory to Company of all contracts with sub-suppliers unless Supplier is directed by Company to take other actions with respect to the same, which may include assignment of all or some of those contracts to Company or Company’s designee on terms satisfactory to such assignee; and (4) assist Company upon request in the maintenance, protection, and disposition of property acquired by Supplier under this Purchase Order.

In addition, in the event of a notice of termination pursuant to Section 25(a), Company may procure, under such terms and in such manner as Company may deem appropriate, items of the Work which are similar to the items so terminated and Supplier shall be liable to Company for: (A) any additional costs for such similar items of Work that exceed the amounts that Company would have paid Supplier for the terminated items of Work pursuant to this Purchase Order, including recovery of price paid for undelivered goods, (B) backcharges covering the costs of Company to complete the Work with respect to the terminated items of Work; and (C) any other costs incurred by Company for Supplier’s non-delivery, repudiation and breach of this Purchase Order, including all fees and costs in exercising any remedy. Company may exercise any other rights or remedies available to Company at law or in equity. Supplier shall also be liable to Company for the cost of rework, reprocurement and Company’s backcharges related thereto in the event that any Work contains defects as of such termination date. If this Purchase Order is not terminated in its entirety, Supplier shall continue the performance of this Purchase Order to the extent not terminated by Company.

26) REPRESENTATIONS, CERTIFICATIONS.

(a) Each party represents and warrants to the other that it has the full right and authority to enter into and to perform its obligations under this Purchase Order and that its performance of its obligations under this Purchase Order will not conflict with any other obligation it may have to any third party;

(b) The Supplier represents and warrants that:

(i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its respective ownership or lease of property or the conduct of its business requires such qualification and has all power and authority necessary to own or hold its properties and to conduct the business in which it is engaged;

(ii) Supplier, its affiliates, and their respective employees, agents, vendors, consultants or other representatives (i) have not been excluded, debarred, declared ineligible or suspended from (or proposed for debarment or suspension from) participation in, or is otherwise ineligible to participate in, any Federal program, any transaction with any Federal department or agency or any Federal procurement or non-procurement programs and (ii) are not the subject of any pending action, suit, claim, investigation or proceeding that could result in the foregoing;

(iii)

1. It is currently, and will remain in compliance with, the regulations of the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, the Bureau of Industry and Security of the U.S. Department of Commerce (BIS), the Directorate of Defense Trade Controls of the U.S. Department of States (DDTC), the Nuclear Regulatory Commission (NRC) and the U.S. Department of Energy (DOE), and any other applicable requirements administered by governmental authorities with jurisdiction over the parties to this Agreement;

1. It and its principals are not designated on any lists of sanctioned individuals or entities maintained by the United Nations, the United Kingdom, the United States, the European Union, and any other relevant jurisdiction including but not limited to the following lists: the Specially Designated National and Blocked Persons (SDN) List, the Sectoral Sanctions Identifications (SSI) List, the Foreign Sanctions Evaders (FSE) List, the Non-SDN Communist Chinese Military-Industrial Complex Companies List and any other lists administered by OFAC, as amended from time to time; the U.S. Denied Persons List, the U.S. Entity List, the U.S. Unverified List, and the Military End User List, administered by BIS; the consolidated list of Persons, Groups and Entities Subject to EU Financial Sanctions, as implemented by the EU Common Foreign & Security Policy; and similar lists of restricted parties maintained under applicable law;

1. It and its principals are not organized under the laws of, located or ordinarily resident in, a country or territory subject to comprehensive sanctions (as of the date of this Agreement, Iran, Syria, Cuba, North Korea, the Crimea region of Ukraine, Donetsk and Luhansk) (“Embargoed Territory”);

1. It is not directly or indirectly owned or controlled by any of the foregoing parties described in (B) and (C) above, or otherwise the target of sanctions or export control restrictions (collectively “Restricted Parties”);

1. It and its principals are not directly or indirectly acting or purporting to act on behalf of one or more Restricted Parties in performance of the Work under this Purchase Order;

1. It will not provide to the Company any service, good, software or technology under this Agreement that has been sourced, procured, manufactured, produced or transported in or from an Embargoed Territory;

Supplier agrees to promptly inform Company in writing of any debarment, exclusion, suspension, conviction, ineligibility or other event addressed by the above with respect to Supplier, its affiliates, and their respective employees, agents, vendors, consultants or other representatives. Should Supplier, its affiliates, or any of their respective employees, agents, vendors, consultants or other representatives become subject to any of the foregoing, upon receipt of such notification, such entity or individual shall immediately become ineligible to perform the Work contemplated by this Purchase Order and Company shall have the right to immediately terminate this Purchase Order.

27) WARRANTY OF WORK.

(a) Supplier represents and warrants to Company that all Work furnished under this Purchase Order will be free from defects in design, material and workmanship, will conform to all requirements set forth in this Purchase Order, and will be fit for its intended purpose and operate as intended for a period of one (1) year from the date of satisfactory completion of the Acceptance Procedures by Company or three (3) months after delivery by Supplier to final destination, whichever last occurs.

(b) Upon Company’s discovery that any Work does not conform with the warranties set forth in Section 27(a), Company may elect, in its sole discretion, to: (i) have Supplier correct or repair the non-conforming Products, or to re-perform the defective or nonconforming Service, or (ii) receive a full refund from Supplier for all amounts paid by Company for the non-conforming Work. Any repairs, corrections, or re-performance by Supplier shall be at no cost to Company and shall be performed by Supplier within a reasonable time following Supplier's receipt of notice from Company regarding the applicable non-conformance. The warranties set forth in Section 27(a) shall apply to any work performed by Supplier to address a non-conformance in any Work under this Section 27(b), with the warranty period beginning upon the date of delivery of the corrected or reperformed Work. If Supplier fails or refuses to correct or re-perform any Work, Company may: (iii) by contract or otherwise, correct or replace such Work with similar goods or services and charge to Supplier the cost occasioned to Company thereby, or (iv) make an equitable adjustment in the Price, at the election of Company in its sole discretion.

(c) Notwithstanding anything to the contrary herein, when Products are returned to Supplier, Supplier shall bear the transportation costs from the delivery destination specified in the SOW to Supplier’s facility and return to Company.

(d) Notwithstanding the provisions of this Section 27, Company retains its rights under existing common and statutory law for any defective or non-conforming Products delivered or Services performed under this Purchase Order.

28) VERIFYING…