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GENERAL PURCHASING AGREEMENT

between

[Weagree B.V.]

and

[Supplier Ltd.]

ConfidentialFor discussion purposes only

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CONTENTS

CHAPTER I. PRODUCT SUPPLY 11. Scope and Products 12. Ordering procedure and Purchase Orders 23. Packaging, transportation and storage 34. Delivery and passing of ownership 45. Force majeure 46. [Optional: [Penalty] [Optional: Liquidated damages] 57. Pricing 58. Payment 6CHAPTER II. PRODUCT QUALITY 79. Service level 710. Inspection and testing 811. Warranties 812. Remedies and warranty-returns procedure 1013. Epidemic Defects 1114. Continued supply and obsolescence 12CHAPTER III. RELATIONSHIP AND SUPPLY CHAIN 1215. [Optional: Equipment on loan 1216. Subcontracting and supply chain 1217. [Optional: Steering committee 1318. Reporting and evaluation 1419. [Optional: Restrictive covenants 1420. Term and termination 15CHAPTER IV. PRODUCT DEVELOPMENT 1521. Statements of Work 1522. Further specification and variation 1623. Project timing and involvement of Customer 1724. Performance of Development Projects 1825. Acceptance testing of deliverables 1826. Completion of a Development Project 2027. [Optional: Prototypes and Pre-release Models 20CHAPTER V. INTELLECTUAL PROPERTY 2128. Intellectual property rights 2129. IPR infringements 2230. [Optional: Counterfeit components 2331. Confidentiality 24CHAPTER VI. CSR, QUALITY ASSURANCE AND COMPLIANCE 2532. Corporate social responsibility (CSR) 2533. Quality assurance 2534. Compliance with laws and regulations 2635. Health, safety and environment 2636. [Optional: Personal data protection and information security 2737. [Optional: Import and export regulations 27CHAPTER VII. MISCELLANEOUS AND INTERPRETATION 2838. Miscellaneous 2839. Applicable law and dispute resolution 2940. Interpretation 29

Weagree, General purchasing agreement

ANNEXESAnnex 1. Statement of WorkAnnex 2. ProductsAnnex 3. SoftwareAnnex 4. Service Level Agreement (SLA)Annex 5. Equipment on loanAnnex 6. Declarations regarding CSR and Code of Ethics

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GENERAL PURCHASING AGREEMENT

BETWEEN:

1. [Weagree B.V.], a private limited company existing under the laws of [], with its registered offices at [], [] (Customer); and

2. [Supplier Ltd.], [a private limited company] existing under the laws of [], with its registered offices at [] (Supplier).

Customer and Supplier are collectively referred to as the Parties and individually also as a Party.

BACKGROUND:

(A) Customer is [].

(B) Supplier has [].

(C) The Parties wish to enter into a general purchasing agreement (the Agreement) setting forth their rights and obligations in respect of the full Product lifecycle, consisting of ordering, packaging, delivery of Products (Chapter I), various matters relating to quality assurance, continuity in supply and obsolescence of Products (Chapter II), the Parties’ relationship and supply chain related aspects (Chapter III), Product Development, Statements of Work, specification and change orders, acceptance testing, and project execution and completion (Chapter IV), Intellectual Property and Know-How protection (Chapter V), and matters related to compliance and export regulations (Chapter VI), [as well as the provision of related Services].

NOW THEREFORE, the Parties agree as follows:

Capitalised terms used in this Agreement are defined in Article 40.

CHAPTER I. PRODUCT SUPPLY

1. SCOPE AND PRODUCTS

1.1 Framework agreement. This Agreement constitutes a framework agreement setting forth the rights and obligations of the Parties or their respective Affiliates in respect of the development, manufacturing, sale and delivery of Products [Optional: and the provision of Services]. Customer and its Affiliates may purchase Products from Supplier and its Affiliates and, accordingly, Supplier or its Affiliate shall sell and deliver such Products, subject to this Agreement.

1.2 Applicability of this Agreement. A Purchase Order accepted by Supplier or an Affiliate of it shall establish a direct contractual relationship between Customer or an Affiliate of it on the one hand and Supplier or such Affiliate on the other, subject to this Agreement. This Agreement applies to each accepted Purchase Order and to all Services provided by Supplier or its Affiliate to Customer or its Affiliate, including in case of a failing reference to this Agreement in the Purchase Order.

1.3 Framework only. Nothing in this Agreement shall be interpreted or construed as an obligation of Customer or its Affiliates to issue any Purchase Order or as any minimum order commitment for either of them.

1.4 Software. Any software embedded in the Products, supportive to the initialisation, configuration or operation of a Product, or otherwise provided in connection with Products is subject to Annex 3.

1

2 ConfidentialAll liabilities disclaimed

1.5 [Optional: No unapproved components or production facilities. Supplier shall not use components, materials, technologies or processes other than those in the approved Milestones or Products (regardless of whether it affects form, fit, function or interchangeability) without Customer’s prior written approval. After Customer has accepted a Milestone or other deliverable in order to qualify as ‘Products’, Supplier shall not modify, and shall procure that none of its subcontractors shall modify, the Product, production processes or production facilities approved by Customer without Customer’s prior written approval. Upon Customer’s approval, Supplier shall provide Customer as soon as possible with an updated version of the documentation, at Supplier’s costs.

2. ORDERING PROCEDURE AND PURCHASE ORDERS

2.1 PO required. Notwithstanding the provision of any forecast or indication of any desired or anticipated production capacity availability, Customer shall not be required or bound to purchase or accept any Products from Supplier, unless Customer has issued a Purchase Order in respect of such Product.

2.2 PO acceptance. A Purchase Order shall be deemed to be accepted by Supplier within the period permitted for acceptance as specified in the Purchase Order, and failing such specification within ten working days after issuance of the Purchase Order.

2.3 Rescheduling or cancelling POs. Customer may modify, reschedule or cancel, in whole or in part, a confirmed Purchase Order, without liability to Supplier, by notifying Supplier ultimately [14 days] prior to the original Delivery Date. In case of rescheduling of an accepted Purchase Order, Supplier shall make best efforts to accommodate such request.

2.4 Lead time optimisation. Supplier shall continuously make best efforts to shorten its manufacturing and delivery lead times, including of its suppliers and subcontractors, and improve the flexibility of order and delivery terms.

2.5 [Optional: Long Lead Time Components. In respect of components or materials for which Supplier is bound to manufacturing or delivery lead times exceeding the minimum or agreed lead time for the Products (Long Lead Time Components), the following applies:

(a) Supplier shall use best efforts to reduce the lead times for Long Lead Time Components;

(b) based on the submitted Purchase Orders, Supplier shall be entitled to order Long Lead Time Components as may be necessary to manufacture and deliver any forecasted quantities, taking into account the shortest lead time accepted by the relevant supplier; and

(c) Supplier shall at all times use best efforts to minimize the risk of obsolete stock of Long Lead Time Components by taking into account without undue delay any fluctuations in the quantities of ordered Products when submitting orders of Long Lead Time Components.

If Customer cancels its Purchase Orders such that Supplier’s ordered quantities of Long Lead Time Components exceed the quantities necessary to manufacture and deliver the non-cancelled quantities of Products, the Parties shall make best efforts to cancel or reallocate any ordered quantities of Long Lead Time Components at the lowest costs reasonably possible. Any Long Lead Time Components not used by way of orders for Products at the originally forecasted time shall be for the account and risk of Customer and, subject to Customer’s prior approval, may be invoiced by Supplier to Customer.

2.6 General terms and conditions do not apply. Without prejudice to Section 40.6, any standard terms of purchase or other general conditions printed on or referred to in any order-related



document shall not apply to the delivery of a Product or provision of Services, except to the extent that they specify information required to be communicated by either Party.

3. PACKAGING, TRANSPORTATION AND STORAGE

3.1 General obligation. Supplier shall package and store the Products as [economically,] safely and carefully as possible and in such a manner that shipment can be properly and adequately handled during transportation and delivery.

3.2 Sustainable packaging. Supplier shall use neutral packaging materials without printing as much as possible, and encourage reuse of packaging materials. Packaging materials shall be suitable for reuse or recycling.

3.3 Packaging and storage. All packaging and packaging materials shall be in conformity with the requirements of the Purchase Order, the Specifications, any applicable requirements of the carrier, and the applicable laws and regulations of the countries of despatch and destination. Without limiting the generality of the previous sentence, Supplier shall:

(a) properly pack and secure all Products so as to reach their destination in undamaged condition;

(b) decontaminate all Products despatched from outside the European Union, which contain wooden packaging materials (e.g. pallets, crates) in accordance with mandatory EU regulation;

(c) procure that all Products containing any hazardous substances at all times during transportation comply with all applicable legislation concerning carriage of dangerous goods by road, sea, inland waterways and rail and IATA regulations for airfreight, and the carrier possesses all required hazard documents;

(d) despatch or ship all Products with all documentation and certificates required by applicable laws and regulations.

The provisions of this Section 3.3 apply mutatis mutandis to any storage and warehousing arranged by Supplier in connection with the delivery of Products.

3.4 Package marking and labelling. Supplier shall:

(a) mark the packages of Product in conformity with the requirements of the Specifications, Purchase Order and any applicable requirements of the carrier;

(b) mark the packages of Product with all required or appropriate warning and storage-handling labels;

(c) mark or label each shipment with the Customer Purchase Order number and number of packages, as well as with the correct details of the delivery address (and office or plant building);

(d) prominently display on the outside of the container or package a packing list with the contents of the shipment;

(e) prominently display the following information (required by export and import regulations) on all delivery documentation: the export licences obtained in respect of the Products, any other relevant information relating to such licences, and any export control regulations applicable to the Products, and the restrictions to be applied; and

(f) mark all containers, packing and wrappings that are expected to be returned to it as such.



Customer has the right to reject deliveries that do not comply with these requirements or any other specifications detailed in this Agreement or a Purchase Order. Notwithstanding paragraph (f), Customer is not obliged to return any packages, except if the Parties agree otherwise or if Supplier, prior to delivery, agrees to reimburse Customer’s expenses.

3.5 Transport documentation. Notwithstanding Sections 3.3 and 3.4, Supplier shall provide Customer separately with complete and adequate documentation about the Products, including handling and storage instructions, forwarding documents, all written data relating to relevant governmental regulations, such as data regarding the safe handling, storage, usage and disposal of the Products in the country specified by Customer, and, at the request of Customer, a Certificate of Conformity.

3.6 Delivery acceptance instructions. Prior to or upon delivery, Supplier shall provide Customer with all instructions and other information required to enable Customer to store, handle and accept delivery of the Products [Optional: or the Services].

4. DELIVERY AND PASSING OF OWNERSHIP

4.1 Delivery date. Supplier shall deliver the Product on the delivery date specified in the Purchase Order (the Delivery Date).

4.2 Incoterm. Unless specifically agreed otherwise in writing, Supplier shall deliver Products [DDP] at the named place of delivery indicated on the Purchase Order, in accordance with the Incoterms in force on the date of acceptance of the Purchase Order.

4.3 Ownership and risk. Ownership of the Products shall pass to Customer at the same time the risk transfers to Customer in accordance with the applicable Incoterm. Risk of loss of Products shall pass to Customer in accordance with the applicable Incoterm.

4.4 Partial deliveries. A partial delivery of Products requires prior written approval of Customer. Any additional costs shall be at Supplier’s expense, unless Customer requested the partial delivery.

4.5 Notice of delay. Supplier shall promptly inform Customer if circumstances occur that may reasonably prevent it from delivering the Product on the Delivery Date. If the probable delay is greater than ten days from the Delivery Date, Customer shall have the option, at its sole discretion, to either extend the time of delivery or performance, or to terminate the Purchase Order at no costs to Customer.

4.6 [Optional: Relocation or dual supply. Notwithstanding Section 38.7, if Customer decides to relocate the manufacturing and purchasing of Products, or part of it, to its own organisation or to another Supplier for reasons other than provided in Article 20, Customer shall reimburse Supplier for inventories and non-cancellable supply chain commitments which Supplier can prove it has reasonably and properly incurred until the notice of termination.

Supplier shall continuously make best efforts to mitigate the related costs of inventory and cancellation Customer would assume in connection with such (partial) relocation. The amount of this compensation shall not exceed the total amount of the relevant Purchase Order. If Customer and Supplier cannot agree on the amount to be paid for the incurred expenses, an independent auditor shall determine the amount.

5. FORCE MAJEURE

5.1 Notification of Force Majeure. A Party prevented from fulfilling its obligations duly and timely by an event of Force Majeure (a Subjected Party) shall inform the other Party (the Impinged Party) promptly, both orally and in writing, specifying the cause of Force Majeure and how it may affect its performance, including a good faith best estimate of the likely scope and duration of interference



with its obligations. The Subjected Party shall make best efforts to terminate or avoid as soon as practicable the Force Majeure circumstances.

5.2 Effects. The Impinged Party shall be released from performing any of its obligations for the duration of the Force Majeure event. The Parties shall consult with each other in order to minimise all damages, costs and possible other negative effects. Sections 13.1(a) and 13.1(b) apply mutatis mutandis to an event of Force Majeure. Furthermore, if an event of Force Majeure continues for more than [90 days] and no adequate remedial solution can be agreed upon within 15 days thereafter, the Impinged Party shall be entitled to terminate this Agreement or any Purchase Order or part of a Purchase Order, with immediate effect and without liability to the Subjected Party. Upon remediation of the Force Majeure event, the Subjected Party shall promptly resume performance on all Purchase Orders which have not been terminated.

6. [OPTIONAL: [PENALTY] [OPTIONAL: LIQUIDATED DAMAGES]

In the event Supplier fails to [deliver Products on a Delivery Date], Supplier shall forfeit without any notification or notice of default being required, [a penalty, which is] [Optional: liquidated damages, which are] immediately due and payable, in an amount equal to [ percent] of the price in the applicable Purchaser Order, as well as an amount equal to [ percent] of the applicable Purchaser Order for each day (including a part of a day) the delay in delivery continues. [Optional: The Parties agree that these liquidated damages are a genuine pre-estimate of the losses suffered by Customer and shall not be regarded as a penalty provision.] Customer’s right is without prejudice to any other rights which Customer may have under this Agreement or otherwise, including compensation for damages, other remedies[Optional:, and any damages subsequently awarded shall be reduced by the amount of the [penalty][liquidated damages] actually paid in respect of the same failure]. [Optional (grace period): Customer shall not invoke this Article 6, unless a grace period of [ten working days] has expired.]

7. PRICING

7.1 Prices. Supplier shall supply Products and Spare Parts or provide Services to Customer at the prices agreed upon separately.

7.2 [Optional: Prices related to Development Projects. The prices for Products shall remain fixed or decrease during the term of a Development Project. Any increase of the price of a Product shall be based only on an approved Change Request. Any such price change shall be mutually agreed upon by the Parties.

7.3 [Optional: Most favourable prices (MFN). Supplier shall at all times offer and charge to Customer the most favourable prices for the Products, any Spare Parts and Services. Accordingly, the prices and fees payable by Customer shall be no less favourable than those charged to other customers of Supplier. Supplier shall automatically adjust the benefits of any lower prices, charges or fees which Supplier offers to third parties, and notify Customer promptly, at its own initiative of such more favourable terms offered to third parties.

7.4 [Optional: Price roadmap. Supplier shall reduce the prices of Products and Spare Parts in accordance with a cost roadmap. The cost roadmap as agreed between the Parties shall apply for a period of [five years].

Customer has the right to have Supplier’s records inspected and audited by an independent auditor to ensure compliance with this Section 7.3. If significant discrepancies are found during the audit and price adjustments are required, Supplier shall reimburse Customer for all costs associated with the audit, and make a single payment covering the price adjustments within 30 days after completion of the audit.



7.5 Effort to reduce pricing. Supplier shall continuously make best efforts to further optimise efficiencies and achieve cost reductions. [Optional: Improved efficiencies and cost reductions shall inure to the benefit of Customer as well.]

7.6 Change in prices and other terms. If prices of [materials, components, production cost, or market conditions] so require, the Parties shall discuss prices and other terms relevant for the performance of this Agreement. The prevailing prices and other agreed terms shall remain in effect until the Parties reach an agreement. [Optional 1: Supplier shall not increase prices for Products or Spare Parts (whether related to changed volume or quality of materials, labour or transport costs, fluctuation in interest or exchange rates or otherwise) without Customer’s prior written consent.] [Optional 2: If the price of the Products, Spare Parts or Services cease to be competitive, the Parties shall evaluate and attempt to find a solution reasonably acceptable for both Parties.]

7.7 [Optional: Maximised price increases. Supplier shall not increase the price of Products by more than [percent] in any year.

7.8 [Optional: Effective date of price increases. Notwithstanding any provision in this Article 7, no increase in the prices of any Products shall apply, until at least [three] months after Supplier’s written notice of increase. Purchase Orders submitted prior to such notice shall not be subject to the price increase.

7.9 [Optional: Termination right. If Supplier increases or proposes to increase the price of the Products by more than [ percent] in any [year], Customer may terminate this Agreement by giving Supplier not less than [specify period] written notice.

8. PAYMENT

8.1 Currency. Unless otherwise agreed, payment shall be made in [Options: (U.S. Dollar (USD), UK Pound (GBP), Swiss Franc (CHF), and Australian Dollar (AUD)): euro (EUR)].

8.2 Taxes. The following applies as regards taxation:

(a) All amounts in this Agreement are gross amounts but exclusive of any value added tax (VAT), sales tax, income tax, consumption tax or any other similar tax, duty, fee, levy or other governmental charge, customs duties and other levies (Taxes), except as specified otherwise.

(b) If any payment pursuant to this Agreement is subject to any Taxes, Supplier shall be entitled to charge such Taxes to Customer, which shall be paid by Customer in addition to the payments pursuant to this Article.

(c) In the event that the tax authorities in a jurisdiction impose any Taxes on payments made or to be made by Customer to Supplier pursuant to this Agreement and requires Customer to withhold such Taxes from such payments, Customer may deduct such Taxes from such payments, provided that such Taxes are paid to the appropriate tax authorities. In such event, the Parties shall provide each other with receipts or documentary evidence (issued by the appropriate tax authorities or against which such Taxes would be due or payable) so as to enable the other Party to support (if applicable) a claim for credit against Taxes which may be payable, deductible or creditable, as well as to enable that other Party to document, if necessary, its compliance with its Tax duties in any jurisdiction.

8.3 Invoices. Except if otherwise agreed in writing, Supplier shall invoice Customer monthly. Each invoice shall state:

(a) the name of the Customer company and its address;



(b) the title and number of this Agreement, and the Purchase Order number;

(c) in case of Products delivered, the Products to which it relates and their quantity;

(d) in case of Services provided, the Services to which it relates and, in case of time-related billing or payments in milestones or instalments, in a separate time billing report, a specification of all the work performed for Customer;

(e) separate from the price, any approved out-of-pocket expenses, and the value added tax (VAT);

(f) the price and the total amount due;

(g) Supplier’s VAT number;

(h) Supplier’s bank account number, sort code and invoice address; and

(i) an invoice number and a date (of the invoice).

8.4 Payment term. Payment shall be made within 60 days after the end of the month in which an invoice is received by Customer.

8.5 [Optional: Early payment discounts. Customer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by Supplier to its customers, whether or not shown on Supplier’s terms and conditions of sale.

8.6 [Optional: Late payment interest. If payment has not been made on the due date Supplier may give Customer a five days written notice that the amounts due and payable shall be increased by an annual interest of [2 percent], accruing daily after expiry of the payment term of Section 8.4.

CHAPTER II. PRODUCT QUALITY

9. SERVICE LEVEL

9.1 [Optional: SLA. Supplier shall provide the Services in accordance with the SLA attached as Annex 4.

9.2 Adequate personnel available. Each Party shall ascertain that it is at all times during the performance of its obligations able to provide the required competences and have adequately qualified, experienced and capable persons available as required from it for completing those obligations. If Customer requests that any part of the work or obligations under this Agreement be performed by certain employees of Supplier (Key People), Supplier shall ensure that such work and those obligations are carried out by those Key People.

9.3 [Optional: Details of persons involved. Upon Customer’s request from time to time, Supplier shall provide full details of any personnel it intends to assign to a Development Project or the manufacturing and supply of Products. Such details shall include the experience and qualifications of the persons involved. Customer has the right to reject persons indicated by Supplier, in which case such person shall not be engaged in a Development Project, manufacturing and supply of Products. If any of Supplier’s or its subcontractor’s personnel cannot be removed, Supplier shall so inform Customer beforehand in writing and confirm in writing that such person has at least received adequate training, experience, skill and reliability. Supplier may assign the proposed replacing persons, if Customer is satisfied.

9.4 IPR transferable. Supplier shall not involve an employee in any part of the work or any obligation under this Agreement if that person has not expressly agreed to such an employment arrangement



that Supplier (in its capacity of employer) is entitled to and may freely dispose of all Intellectual Property Rights developed by that employee in the course of the employment duties.

9.5 Replacements of key persons. Supplier shall inform Customer of the identity and background of any replacements for any of the Key People as soon as reasonably practicable. Customer shall be entitled to interview any such person and may object to any such proposed appointment if Customer reasonably considers the proposed person to be unsuitable.

10. INSPECTION AND TESTING

10.1 Inspection and testing by Supplier. Supplier shall inspect and test each Product before delivery to Customer. Supplier shall keep record of all test results at least ten years after delivery of each Product and upon request provide Customer with copies thereof.

10.2 [Optional (in case of Factory Acceptance Test (FAT)): No extra inspection by Customer. Customer is under no obligation to conduct any inspection or testing of incoming Products, or concerning compliance with the Specifications, even if Supplier advises to conduct any such inspection or testing for any reason.

10.3 [Optional (in case an FAI, First Article Inspection, is required): First article inspection (FAI). Without prejudice to Article 11, Products which are subject to first article inspection shall be tested for acceptance in accordance with Article 25.

10.4 Intermediate testing. Notwithstanding Section 10.2, Customer and its representatives are entitled to inspect and test the Products during their manufacture, processing or storage at the premises of Supplier or any third party. Supplier shall provide Customer with all facilities reasonably required for inspection and testing. Such inspection or testing shall not constitute acceptance of any Products by Customer and does not relieve Supplier of its obligations under this Agreement. If Customer is not satisfied that the Products shall comply in all respects with the Specifications, Supplier shall, at no additional cost to Customer, take such steps as are necessary to ensure compliance.

10.5 [Optional: Notice of non-conformity. If Supplier establishes that a Product is unsuitable for its intended use it shall promptly notify Customer and undertake with Customer to take all remedial actions, which Customer may be required to take.

11. WARRANTIES

11.1 [Optional: Warranty on design. Supplier warrants that [for a period of [five years] after formal design project finalisation] the design created under a Statement of Work:

(a) strictly conforms to the requirements specified in the Statement of Work and other applicable requirements indicated by Customer in writing;

(b) is free from defects in design;

(c) does not infringe any intellectual property right of any third party; and

(d) is of good quality and at least satisfies the customary standards common in the industry in respect of soundness, safety, suitability, design and workmanship.

11.2 Warranty on Products and Spare Parts. Supplier warrants that, on the date of each acceptance of delivery of a Product or any Spare Part and for a period of [39 months] after each such acceptance, the Product or Spare Part shall:

(a) be new and strictly conform to the Specifications and other applicable requirements as of such date;



(b) without limiting the generality of (a), be made with components, materials, technologies and by using processes identical to those approved by Customer in writing;

(c) are free of defects in materials and workmanship;

(d) in all respects comply with all applicable laws and regulations and be fit for the purpose for which Customer intends to use the Products in its own products;

(e) not infringe any intellectual property right of any third party; and

(f) are free from liens, encumbrances and other claims of third parties.

11.3 Commercial availability. Supplier shall use only those components that will be commercially available for at least [three years] after completion of a Statement of Work.

11.4 Failing or incomplete Specifications. If no grade or quality was specified in the Specifications in respect of any part of the Product or if no specification for a Product has been provided, the Product shall in any case be of good quality and at least satisfy the customary standards commonly adopted in the industry in respect of soundness, safety, suitability and workmanship.

11.5 Exclusion from warranty. A warranty in this Article 11 does not apply to the extent Supplier proves that the defect was caused by:

(a) handling or storage by Customer or its customer other than in accordance with the applicable Specifications or Customer’s user and maintenance instructions; or

(b) accident, alteration, abuse or misuse by Customer or its customer.

11.6 [Optional: Warranty on Services. Supplier warrants that[Optional:, on the date of each delivery of the result of the Services and for a period of at least [three months] after each such delivery,] the Services:

(a) conform to the description in the relevant Purchase Order, Statement of Work and any other written specifications agreed between the Parties, as well as to any other instructions and requirements indicated by Customer in writing;

(b) are free of defects in workmanship;

(c) do not infringe any intellectual property right of any third party; and

(d) be of good quality and at least satisfy the customary standards with respect to soundness, safety, suitability and workmanship.

11.7 Warranty extension. A warranty period in this Article 11 shall be extended by:

(a) [Optional: such period as Customer may keep a Product on stock (and commence on delivery to and acceptance as part of its own product solution by Customer’s customer);

(b) [Optional: the time period during which a failed design has not been redesigned in accordance with the Specifications plus a reasonable, mutually agreed, period of time allowing to successfully implement the redesigned product design, including consequences related to testing, production process, testing and qualification, supply chain structure and any recall for the Customer installed base; and

(c) the time period during which any delivered Products cannot be used as a result of a failure to comply with the warranties in Section 11.1 or 11.2.

11.8 Alleged IP infringements. Without prejudice to Sections 11.1(c), 11.2(e) and 11.6(c), Supplier shall promptly notify Customer in writing of any notice or claim which Supplier received of infringement of any intellectual property rights of any third party by intellectual property used or



applied in a Product. For the avoidance of doubt, a breach of Section 11.1(c), 11.2(e) or 11.6(c) is deemed to constitute an Epidemic Defect.

11.9 Assignment of warranty. Customer is entitled to assign the warranty in this Article 11 to Customer’s ultimate customer of a product in which the Product is incorporated and, accordingly, such customer shall be entitled mutatis mutandis to exercise the rights attributed to Customer under this Agreement (and the Purchase Order pursuant to which the Product was delivered to Customer).

12. REMEDIES AND WARRANTY-RETURNS PROCEDURE

12.1 [Optional: Remedy. In case of a warranty under Article 11 being incorrect (a warranty breach), Customer shall notify Supplier in writing and, if the warranty breach is capable of remedy, permit Supplier to promptly remedy it. If Supplier fails to remedy the warranty breach within [48 hours] after receipt of notice, Customer shall be entitled, at its discretion and at Supplier’s expense, to:

(a) return the defective Products in accordance with Section 12.3;

(b) obtain repair or replacement of the defective Products or Services in accordance with Section 12.4;

(c) if Customer has reason to believe that Supplier is unable to repair or replace the defective Products or Services promptly, carry out (or have carried out) any work necessary to make the Product or Services comply with Article 11;

(d) require updating of any documentation related to products in which the Products are used, and the replacement of any stock of Products and Spare Parts, components, special equipment in the possession of Customer;

(e) refuse to accept any further Products or Services, without prejudice to Supplier’s liability caused by the defective Products or Services; and

(f) compensation of all damages and losses caused by the defective Products and Services or as a result of Customer’s breach of obligations or warranties towards its customers and end-users.

The remedies in this Article 12 are cumulative and do not exclude any rights or remedies available to Customer under this Agreement or the applicable law.

12.2 Defective design remedy. In the event of a design failure, Customer may determine, at its discretion, that the failure constitutes an Epidemic Defect, and require that Supplier submits a mutually acceptable, adequate redesign plan within [15 days] after request from Customer. The redesign plan shall cover an intermediate and permanent design solution as required by and consistent with Customer’s testing, qualification and production processes and the Specifications.

Customer’s approval of the redesign plan does not release Supplier from its obligations under this Agreement. Supplier shall perform the redesign at its expense and within an agreed period of time, determined reasonably in relation to the impact of the design failure.

12.3 Return of defective Product. If a defective Product is covered by the warranty in Article 11, Customer may return the Product to Supplier. Unless Supplier informs Customer within [five working days] after receipt of the defective Product that the defect is not covered by warranty, without prejudice to Customer’s other remedies, Supplier shall repay to Customer the full purchase price paid for such Product. Supplier shall issue a credit note for the relevant invoices, and make such repayment, if applicable, within five working days after receipt of the returned Product, unless



Customer indicates otherwise. Ownership of the relevant Product shall be deemed to transfer back to Supplier upon settlement of the purchase price.

12.4 Repair or replacement. If a defective Product is covered by the warranty in Article 11, Customer may require Supplier, at the option of Customer, to repair or replace the Product free of charge. Without prejudice to paragraph 12.1(c), Supplier shall return the repaired Product or deliver a replacement Product within [two weeks] after the date of notice of defect by Customer. In all cases, within three weeks after receipt of the defective Product, Supplier shall provide Customer, at Supplier’s cost, with a root cause analysis of the defect.

12.5 [Optional: Damages and costs. Supplier shall indemnify Customer against all damages and losses related to a warranty breach of Article 11 or incurred pursuant to this Article 12, including costs related to collection and analysis, repair and replacement, extra expenses related to repair ‘in the field’, a 100-percent inspection of suspected or questionable Products, destruction of defective Products, labour, claim handling and administration, logistics, reasonable travel and lodging expenses; in each case without prejudice to other rights under this Agreement or the applicable law.

13. EPIDEMIC DEFECTS

13.1 Containment action plan and remedies. In the event of an Epidemic Defect, at Customer’s discretion, and notwithstanding other obligations pursuant to this Agreement:

(a) Supplier shall, upon notice by Customer, propose within [30 days] or such shorter period as required by the circumstances, a containment action plan preventing further failures and remedies addressing the Epidemic Failure. The proposed containment action plan is subject to prior approval by Customer. An approval by Customer shall not in any respect be deemed to constitute an acknowledgement by Customer of the adequacy of any proposed actions;

(b) Supplier shall implement the approved corrective actions within [ten days] after approval of the containment action plan by Customer or within such shorter period as required by the circumstances, and shall keep Customer fully informed about the implementation of the corrective actions and remedies, and on any complications and related consequences;

(c) Supplier shall accept all Products delivered during the period in which the Epidemic Failure occurs, without Customer being obliged to provide any further evidence than regarding the existence of an Epidemic Failure; and

(i) Supplier shall, at its own expense, promptly replace, repair or have repaired all Products claimed to be defective with conforming Products, unless Supplier proves to the satisfaction of Customer that the defects occur only in a particular number or type of Products, in which case Supplier shall replace, repair or have repaired only those Products; or

(ii) in the event that Supplier breaches this Section 13.1 or to the extent Customer has reason to believe that Supplier is unable to repair or replace the defective Products promptly, Customer is entitled to carry out (or have carried out) any work necessary to make the Product (or products similar to the Products) comply with Article 11, and Supplier cooperate with Customer in order to resolve the Epidemic Defect as soon as practicable.

13.2 [Optional: Damages and costs. Section 12.5 applies mutatis mutandis to Epidemic Defects. For the avoidance of doubt, damages and losses include those related to the containment action, any resulting changes in production, rework, engineering changes and Specifications.



13.3 Duration. This Article 13 shall cease three months after the warranty period in Section 11.2 (as may be extended pursuant to Section 11.7) following acceptance of the last of such Product delivered under this Agreement.

14. CONTINUED SUPPLY AND OBSOLESCENCE

14.1 Continued availability. Supplier shall supply to Customer:

(a) Products until the end of a period of [ten years] after the first delivery to Customer of such Product; and

(b) Spare Parts until the end of a period of [ten years] after the last delivery to Customer of such Spare Parts.

14.2 Discontinuation, last-time order, and continued form and fit. If Supplier anticipates that it cannot meet its obligations pursuant to Section 14.1 or decides after the periods indicated in Section 14.1 to discontinue the sale of a Product or Spare Parts, Supplier shall notify Customer in writing as soon as possible but in no event at less than [12 months] prior notice. During such period:

(a) Supplier shall enable Customer to make a last time purchase of the Products or Spare Parts and accept all Purchase Orders, in each case at delivery times and terms and conditions no less favourable to Customer than this Agreement; and

(b) Supplier shall redesign a form, fit and function compatible alternative at no charge to Customer, unless the Product or Spare Part has been developed by Customer or has been prescribed by Customer, in which case Supplier shall cooperate with Customer in redesigning a form, fit and function compatible alternative for the Product or Spare Parts or manufacture the redesigned Product or Spare Part at the cost of Customer under reasonable conditions.

CHAPTER III. RELATIONSHIP AND SUPPLY CHAIN

15. [OPTIONAL: EQUIPMENT ON LOAN

If Customer makes any equipment, jigs, dies, moulds or other tooling available to Supplier, the terms and conditions of Annex 5 shall apply.

16. SUBCONTRACTING AND SUPPLY CHAIN

16.1 No subcontracting. Supplier shall not subcontract any part of the performance under this Agreement or a Purchase Order to a third party, unless Customer has given prior written approval. An approval shall not release Supplier from any of its obligations or liability under this Agreement. Customer may revoke its approval to engage any subcontractor or supplier at any time by written notice.

16.2 Quality levels. Supplier shall develop, structure, maintain and continuously improve a competent supply base and only contract Customer-approved suppliers.

16.3 Supply chain risk management reporting. Supplier shall inform Customer about all material risks in the entire supply chain to the extent such risk may have an impact on the delivery, quality or performance of a Product. Within one month after identifying any such risk, Supplier shall provide Customer with a risk mitigation plan. After approval by Customer of such plan, Supplier shall periodically inform Customer on the status of any risk mitigation actions.



16.4 Supply chain communication. Supplier shall facilitate direct communications in the entire supply chain between Customer and all its suppliers and subcontractors directly or indirectly responsible for the delivery, quality or performance of Products. These communications may include technical discussions, supply chain management issues, business continuity risks, delivery or quality reliability.

16.5 Subcontractors’ full compliance. Supplier shall bind its subcontractors and other second-tier suppliers to at least similar conditions as are applicable to Supplier itself under this Agreement. Upon Customer’s first request, Supplier shall provide Customer with documentation to confirm that Supplier has in all respects complied with this requirement. [Quarterly, Supplier shall report how its key suppliers and subcontractors have performed in the preceding year.]

17. [OPTIONAL: STEERING COMMITTEE

17.1 Establishment. The Parties hereby establish a steering committee composed of representatives of each Party for conducting an overall supervision of each Party’s performance and the direction of the activities pursuant to this Agreement, as well as any matters that the Parties have delegated to such committee from time to time for their decision (the Steering Committee). Except to the extent the Parties agree otherwise, the terms for the Steering Committee shall be as provided in this Article 17.

17.2 Organisation. Each Party shall appoint one representative and one alternate representative to serve on the Steering Committee. Each Party may change its representative or its alternate representative at any time by giving prior notice to the other Parties.

17.3 [Optional: Power of attorney. The representative of each Party and the alternate representative shall be authorised to represent and bind that Party with respect to any matter within the powers of the Steering Committee. Each representative shall have one vote. In the event of a deadlock, the vote of the Customer representative (or alternate representative) shall be decisive and binding.

17.4 [Optional: Responsibilities. The Steering Committee shall be responsible for:

(a) overall supervision and evaluations of the activities pursuant to this Agreement;

(b) deciding or approving on important matters related to a modification of the scope of any Development Project, [], the scope and contents of any work package, and the initiation, suspension or termination of any work package;

(c) evaluating each Party’s and each Party’s employees’ performance under this Agreement; and

(d) facilitating the completion of milestones and delivery of deliverables in accordance with this Agreement.

17.5 [Optional: Working groups. The activities pursuant to this Agreement shall be conducted through one or more working groups consisting of employees of each Party (each, a Working Group). Each Working Group shall be responsible for completing a work package and delivering the deliverables, milestones and results defined in connection with such work package. The Steering Committee shall determine:

(a) the precise contents and scope of each work package;

(b) the time schedule for completing a work package and delivering the deliverables, milestones and results, in any event in accordance with the agreed time schedule.

The replacement of a Party’s member of a Working Group by another employee requires the prior notification in writing to the other Party’s representative within the Steering Committee. The



Working Groups shall be responsible for carrying out only the activities for which they are made responsible and shall report to the Steering Committee on the progress of their work on a regular basis and as requested by the Steering Committee.

18. REPORTING AND EVALUATION

18.1 Continuous reporting. The Parties undertake to contact each other regularly to discuss the progress and any results of and problems related to the Development Projects. Ultimately two weeks before such a meeting, Supplier shall provide Customer with a summary in writing of the progress, any results obtained and problems encountered.

18.2 [Optional: Completion report. Within four weeks after completion of a Development Project, Supplier shall submit a final written report to Customer including a detailed description of the activities performed and the results obtained.

18.3 Audit right. Customer is entitled to perform, or have performed by its customers or their representatives, an audit of:

(a) whether the Products are capable of meeting the Specifications;

(b) documentation relating to a Product’s conformity to the Specifications;

(c) the production and production-related processes in Supplier’s supply chain, to the extent they are related to Products;

(d) [Optional: Supplier’s compliance with its Information Security Program;

(e) Supplier’s facilities and premises where work in connection with this Agreement is performed; and

(f) Supplier’s environmental processes and their implementation.

Supplier shall make best efforts to make the audit effective and shall provide Customer, its customers and their representatives, at no charge, all reasonable assistance, accommodation and facilities, and access to its facilities, offices, employees and books and records. Audits shall be conducted in a manner that minimises any disruption of Supplier’s normal operations.

18.4 Remedy of non-compliances. Customer shall inform Supplier if an audit reveals any irregularities or non-compliances with this Agreement in such detail as Customer may deem appropriate. Supplier shall remedy such irregularities or non-compliances without delay, free of charge and without deferring any pending Delivery Date.

18.5 Efforts to improve. Supplier shall make best efforts in order to establish, document, apply, maintain, assess and improve, and evaluate the outcomes of every evaluation meeting and every audit.

19. [OPTIONAL: RESTRICTIVE COVENANTS

19.1 [Optional: Non-solicitation. No Party shall, until [two years] after the expiry or termination of this Agreement, directly or indirectly, solicit or endeavour to entice away, any of the other Party’s Key Employees with whom such Party has come into contact in the framework of this Agreement, provided that a Party is not precluded from hiring or employing any such person who is not then employed by that other Party, who contacts it without any solicitation by it, or who responds to a general solicitation for employment placed by it or its agents in newspapers, trade journals, the internet, through recruiters or by any media, and that any such generic solicitation shall not constitute a breach of this Agreement.



For the purpose of this Section 19.1, a Key Employee means any director, officer or employee in a key capacity of a Party or an Affiliate of it and any of their employees in a key position in view of this Agreement or a Statement of Work, whether from a strategic, commercial, research or development perspective or otherwise.

20. TERM AND TERMINATION

20.1 Term. This Agreement shall be effective as of [] for the duration of [five years]. Thereafter, this Agreement shall automatically [terminate]. A Party may terminate this Agreement with effect from the end of the then current term by giving the other Party a written notice of no less than [three months] before its expiry.

20.2 Material breach. A Party may terminate this Agreement at any time for a material or persistent breach by the other Party. Where such breach is capable of being remedied, a Party may only terminate if the breaching Party has not remedied such breach within [90 days] after giving a written notice of such breach.

20.3 Immediate termination. A Party may terminate this Agreement with immediate effect by written notice, if the other Party:

(a) shall be dissolved or liquidated, is declared bankrupt or otherwise the subject of suspension of payment or other insolvency proceedings, or if it must reasonably be expected to be unable to meet its obligations under this Agreement; or

(b) fails to comply with the laws and regulations to which it is subject; or

(c) or any of its employees, agents or subcontractors, gives or offers to give (directly or indirectly) to any person any bribe, gift, gratuity, commission of other thing of value, as an inducement or reward for doing or forbearing to do any action in relation to this Agreement, or for showing or forbearing to show favour or disfavour to any person in relation to this Agreement, in each case except for lawful inducements and rewards to Supplier’s employees or, by a subcontractor, such subcontractor’s employees; or

(d) is subject to a change of control or if the management of the other Party is changed and such change is in the reasonable opinion of the terminating Party (potentially) detrimental to its business interests.

20.4 Existing obligations. Notwithstanding the expiry or termination of this Agreement, each Party shall procure the due and timely performance of all obligations assumed by it prior to such expiry or termination. Except in the event that this Agreement is terminated for breach of contract, no Party shall be required to make any payment for termination or expiration of this Agreement.

20.5 Continuing provisions. The provisions of this Agreement relating to confidentiality, warranty claims, limitation of liability, indemnities, governing law and dispute resolution, and other provisions that expressly or by their nature are intended to continue to have effect, shall survive termination or expiration of this Agreement.

CHAPTER IV. PRODUCT DEVELOPMENT

21. STATEMENTS OF WORK

21.1 Identifying development work and indicative quotation. Prior to each Development Project, following a request by Customer and unless requested otherwise, Supplier shall issue an indicative quotation, which shall, if so requested by Customer, substantially be in the form of a Change Impact Report.



21.2 Statement of Work. If the indicative quotation referred to in Section 21.1 is acceptable to Customer, the Development Project shall be documented in a separate Statement of Work. A Statement of Work shall, at a minimum, identify the elements listed in Annex 1, and be subject to this Agreement. [Optional: Upon acceptance of a Purchase Order issued in connection with a Statement of Work, Supplier shall complete the Statement of Work in accordance with its terms and the Purchase Order.]

21.3 [Optional: Exclusivity. If a Statement of Work provides for exclusivity of (any part of) the Development Work, unless the Parties agree otherwise, Supplier shall not and shall procure that none of its Affiliates shall discuss or negotiate with or provide any assistance to, any third party that may be interested in undertaking the same (or a substantially similar) Development Project or use the results of a Development Project.

21.4 Anticipatory development. During each Development Project, Supplier shall develop a failure mode and effect analysis (FMEA) and make best efforts to identify all bottlenecks potentially arising in a ramp-up or volume production scenario preceding any increasing manufacturing volume of Products and shall report this to Customer from time to time.

21.5 Early termination of an SOW. Unless the Statement of Work [Optional: or Purchase Order] expressly provides otherwise, if a Statement of Work provides for milestone payments or payments in instalments, Customer shall be entitled to terminate the Development Project upon the completion of any part of the Development Project in connection with which a milestone payment or instalment is defined.

Such termination shall be without incurring any liability of Customer in addition to such milestone payment or instalment [Optional:, except that if Supplier, prior to cancellation, has ordered components or materials as necessitated by the Time Schedule in connection with subsequent milestones of the Statement of Work, the Parties shall make best efforts to cancel or reallocate such components and materials at the lowest costs reasonably possible. Unless the Statement of Work was terminated due to the quality of work provided by Supplier, Section 2.5 shall apply mutatis mutandis.

21.6 Specifications and SOW are Confidential Information. The Specifications and all contents and results of a Statement of Work are Confidential Information, remain the property of Customer and shall be used by Supplier solely for the purposes of the Statement of Work. This Section 21.6 also applies if the Specifications are created or modified by Supplier.

22. FURTHER SPECIFICATION AND VARIATION

22.1 Detailing of the Specifications. Customer shall be entitled to further specify or detail the Specifications in writing, as it deems necessary or desirable, provided that it does not affect any agreed service fees or the time schedule agreed between the Parties in writing (the Time Schedule). Supplier shall implement all such further specifications and detailing, except that if the specification or detailing results in a modification of work already completed by Supplier in accordance with the agreed time schedule, the costs of such modification shall be for the account of the Party that provided such further specification or detailing. Any further specification or detailing shall not affect the Time Schedule.

22.2 Change of Specifications by Customer. Customer is entitled to amend the Specifications prior to delivery of the Product or Milestone to which such amendment pertains, provided that such an amendment is specific as regards the impact on the Specifications (a Customer Change Request), indicating as much as reasonably possible the consequences regarding form, fit, function and use, the implementation and any related cost effects. After receipt of a Customer



Change Request, Supplier shall inform Customer of the anticipated consequences in a Change Impact Report in accordance with Section 22.4. To the extent that the Customer Change Request is not specific about the impact on the Specifications, Supplier shall request Customer to provide a further specification or detailing in accordance with Section 22.1.

22.3 Change requests by Supplier. Supplier shall not modify the Products in deviation of the Specifications. Any proposal by Supplier to amend the Specifications shall be accompanied by a preliminary estimate of the impact of such amendment (a Supplier Change Request). After receipt of the Supplier Change Request, Customer shall notify Supplier whether it wants to proceed with the Supplier Change Request. Unless Customer indicates otherwise, Supplier shall prepare a Change Impact Report in accordance with Section 22.4.

22.4 Change Impact Report. Each report of the consequences of a Change Request shall in any event address the consequences regarding:

(a) form, fit, function and use of the Product;

(b) the Specifications;

(c) the costs for developing and implementing the changes, as well as the proposed price of the Product;

(d) a proposed project plan (e.g., timing, costs, milestones) and the anticipated impact on the Time Schedule;

(e) any planned obsolescence of current Products and the Products developed pursuant to a Statement of Work; and

(f) any other matters as are reasonably necessary to provide Customer a complete and accurate insight regarding the consequences of the requested change.

Such report, addressing all of the above items, a Change Impact Report.

22.5 Required approval, waiver or concession. After receipt of the Change Impact Report, Supplier shall notify Customer as soon as practicable whether it approves the Change Impact Report. Upon Customer’s approval, Customer shall provide Supplier with a written waiver or concession identifying how the Specifications and the Time Schedule be amended. [A Change Request shall not be implemented prior to Customer’s written approval, waiver or concession.]

22.6 Dispute settlement. If the Parties disagree whether further specification or detailing of the Specification constitutes a modification of the Specifications, or about the consequences of a Change Request or a Change Impact Report, the Parties shall first attempt to achieve an amicable solution. Failing a satisfactory solution, each Party shall be entitled to submit the matter to administered expertise proceedings in accordance with the Rules for Expertise of the International Chamber of Commerce. The findings of the expert shall be binding upon the Parties.

23. PROJECT TIMING AND INVOLVEMENT OF CUSTOMER

23.1 Time is of the essence. Supplier shall strictly adhere to the Time Schedule. All dates specified in the Statement of Work are of the essence, unless the Purchase Order, a waiver or concession pursuant to Section 22.5 or the context clearly and unequivocally permits otherwise. The Parties shall inform each other promptly of any circumstances which may cause any delay, specifying the reasons of any delay and expected duration, as well as any proposed measures to reduce the delay as much as practicable.

23.2 Timing of testing, review and evaluation. Without prejudice to the agreed time schedule in a Statement of Work, Supplier shall plan the delivery of its deliverables such that the Project



Development phases can effectively influence subsequent phases of the Development Project and be adequately conducted by Customer.

23.3 Identification of Customer’s deliverables. In order to meet the Time Schedule, Supplier shall timely notify Customer of any deliverables, samples, materials, equipment and components required to be delivered by Customer or a third party supplier of Customer. If no dates are specified in the Statement of Work, Supplier shall notify Customer timely in advance.

24. PERFORMANCE OF DEVELOPMENT PROJECTS

24.1 Assumptions and presumptions in an SOW. If a Statement of Work contains any assumptions as regards a certain condition being fulfilled or certain circumstances being present or absent, and such assumption appears to be incorrect, Customer shall not be required to pay additional fees or costs, unless the amount of such additional fees or costs is reasonably specified by Supplier and duly agreed to in advance by Customer. [Optional: For the avoidance of doubt, notwithstanding Sections 22.2 and 22.3, no extra costs related to the presence or absence of any conditions or circumstances shall be borne by Customer, unless Customer has accepted such costs in [writing][a Purchase Order].

24.2 Reliance on suggestions or proposals. During all phases of a Development Project, Customer’s technical, quality and service employees or representatives are entitled to make suggestions and proposals in respect of any prototype, Pre-release Models and Products. No such suggestion or proposal shall bind a Party, unless it is confirmed by the persons authorised for such purpose and approved in a document signed by duly authorised representatives of both Parties.

24.3 Extra costs. Before incurring costs that have not been expressed as an amount or budget in a [Statement of Work][Purchase Order], Supplier shall propose and agree with Customer on an allocation of such costs and an extra-costs reporting structure, to the extent that such costs are to be borne or reimbursed by Customer.

24.4 [Optional: Extra-costs reporting. Upon request of Customer, Supplier shall monitor and report to Customer the costs related to a Development Project, including costs that are not subject to reimbursement by Customer, and any unforeseen financial risks of a Development Project. If Supplier must reasonably anticipate that a milestone agreed in a Statement of Work might exceed the budget allocated for it, Supplier shall promptly inform Customer in writing.

24.5 Specifications. All results that follow from a Statement of Work shall be documented in the Specifications. The copyright in the Specifications and each modification of it shall be owned by Customer.

25. ACCEPTANCE TESTING OF DELIVERABLES

[OPTION 1 (Only ‘acceptance’ is required under Statements or Work)]

25.1 Acceptance required. Except if otherwise agreed in the Statement of Work, under a Statement of Work are subject to acceptance. Customer shall not be required to accept parts of Milestones.

25.2 Timing. Supplier shall deliver each Milestone to Customer in accordance with the Time Schedule. Delivery by Supplier shall take place on the dates specified in the Statement of Work as their respective dates for delivering such Milestones. If Supplier requests the delivery to take place on a date preceding such date, Customer shall not unreasonably reject the request. If time is of the essence in respect of completion of any part of the Product and the completion or delivery cannot take place on or before the agreed date of completion or delivery for reasons specified in Section 25.5, Customer shall not be required to accept the Milestone.



[OPTION 2 (Both acceptance and testing are required under Statements of Work):]

25.3 Acceptance required. Except if otherwise agreed in the Statement of Work, [OPTION 1: the deliverables under a Statement of Work are subject to acceptance in accordance with this Article 25. Customer shall not be required to accept parts of Milestones.] [OPTION 2: each Milestone as well as the completion of the Product is subject to acceptance in accordance with this Article 25. Customer shall not be required to accept parts of Milestones.]

25.4 Timing. Supplier shall deliver each Milestone to Customer in accordance with the Time Schedule. Delivery by Supplier shall take place on the dates specified in the Statement of Work as their respective dates for delivering such Milestones. If Supplier requests the delivery to take place on a date preceding such date, Customer shall not unreasonably reject the request. If time is of the essence in respect of completion of any part of the Product and the completion or delivery cannot take place on or before the agreed date of completion or delivery for reasons specified in Section 25.5, Customer shall not be required to accept the Milestone.

25.5 No partial acceptance. If it must reasonably be expected that any part of the Milestone shall not pass all Acceptance Tests, Customer shall not be required to perform any part of the Acceptance Tests.

25.6 Acceptance or non-acceptance. Subject to Sections 25.4 and 25.5, on the date of delivery of the Milestone, the Parties shall perform the Acceptance Tests relating to the respective Milestone. Within 14 days of performing the Acceptance Tests, the following shall apply if:

(a) Customer accepts the Milestone, Supplier shall be entitled to payment in accordance with the payment provisions of the Statement of Work and furthermore in accordance with this Agreement. Supplier may request Customer to confirm acceptance in writing; or

(b) Customer does not accept the Milestone:

(i) Customer shall give its reasons for non-acceptance or conditions for acceptance in writing, except if the reasons for failure to pass the Acceptance Tests are evident;

(ii) subject to Section 25.4, Supplier shall carry out, as soon as practicable, at its own expense, all corrections, additions, removals, modifications as are required for meeting the Acceptance Tests;

(iii) the Milestone corrected, completed or modified in accordance with Section 25.6 under (b)(ii), shall be subjected to Acceptance Tests, at Supplier’s expense (except if the Parties explicitly agree that only part of the Acceptance Tests need to be performed) and furthermore in accordance with this Section 25.6; and

(iv) if Supplier disagrees with Customer not accepting the Milestone, it shall give Customer written notice of its disagreement, specifying and objecting in reasonable detail the grounds of disagreement. Upon receipt of the notice, the Parties shall make reasonable endeavours in order to settle the disagreement within 14 days of receipt of the notice. [Consider dispute settlement mechanism: If the Parties fail to reach an agreement, Supplier shall be entitled to request Customer to jointly submit the matter to administered expertise proceedings in accordance with the Rules for Expertise of the International Chamber of Commerce (ICC). The findings of the expert shall be binding upon the Parties. ]

Payment by Customer of any fees or other compensation or reimbursement to Supplier or use of the Milestone by Customer prior to acceptance shall not constitute Customer’s acceptance of such Milestone.



25.7 Failing Acceptance Tests. If no Acceptance Tests were performed as necessitated by the first sentence of Section 25.6, Supplier may give Customer written notice requiring that it either accepts the Milestone or Product, or cooperates to the delivery and performance of Acceptance Tests, within a term of no less than 14 days. If Customer fails to comply with such request and Supplier has not failed to meet the time schedule in the Statement of Work or as allowed in this Agreement before giving notice, the Parties agree to submit the matter to administered expertise proceedings in accordance with the Rules for Expertise of the International Chamber of Commerce (ICC). The findings of the expert shall be binding upon the Parties.

25.8 Ownership. Notwithstanding Article 28 and except as otherwise agreed, all ownership rights to any part of the Milestone shall vest in Customer from the date the Milestone is created, regardless of whether it is actually delivered by Supplier.

25.9 Record keeping. Supplier shall keep complete and accurate records of all acceptance testing reports, for a period of ten years after completion of the relevant Statement of Work. Customer has the right to extend this period at no cost or as otherwise mutually agreed by the Parties in writing.

26. COMPLETION OF A DEVELOPMENT PROJECT

26.1 Delivery of reports and reviews. Concurrently with the delivery to Customer of a deliverable stated in a Statement of Work, Supplier shall deliver all corresponding deliverables-related documentation, including test reports, to Customer without undue delay. Supplier shall not withhold or postpone delivery of the reports or documentation, unless the relevant Statement of Work expressly provides otherwise.

26.2 Formal completion. After completion of all deliverables in a Statement of Work, the Parties shall establish whether each deliverable has been achieved in accordance with the Statement of Work. In such case, Customer shall confirm this in writing to Supplier.

26.3 Design for manufacturability. Supplier warrants that upon the completion of a Statement of Work:

(a) the Products are designed for manufacturability and capable of use in Customer’s and Customer’s appointed supplier’s manufacturing process. Accordingly, Supplier shall share its expertise with Customer or such third party as Customer may indicate, participate in the production process development, the testing and qualification development, and if applicable, participate in Customer’s production supply chain structuring processes; and

(b) the design shall conform to the [five year] [Options: price, lead time and the product roadmap of Customer] as specified in the Statement of Work.

27. [OPTIONAL: PROTOTYPES AND PRE-RELEASE MODELS

27.1 Pre-release Models. Supplier shall deliver to Customer production prototypes or models (of ‘Products’) which conform to the Specifications (Pre-release Models) in accordance with the Time Schedule. Supplier shall provide all documentation and information enabling an adequate testing of the Pre-release Model. Unless the Parties agree otherwise in writing, the Pre-release Models shall be made with components, materials, technologies and by using processes identical to those to be applied during volume-production of the Products.

27.2 Pre-release Model tests. Article 25 applies to the tests and verifications conducted by Customer as to whether the Pre-release Models conform to the Specifications. Customer shall give Supplier a reasonable opportunity to attend the type-approval tests, at Supplier’s costs.

(a) If Customer reasonably determines that certain modifications of the Pre-release Models are required in order to achieve compliance with the Specifications or to remedy defective or



inferior workmanship or material, Supplier shall modify the Pre-release Models accordingly and deliver the new Pre-release Models as soon as possible, free of charge.

(b) Section 22.2 applies to modifications of the Specifications or improvements of the Pre-release Models in addition to the Specifications, and implementation of such modification or improvement shall be subject to Customer’s separate Purchase Order. The modified or improved Pre-release Model shall be subject to testing in accordance with this Section 27.2.

27.3 [Optional: Safety-risk assessment. Prior to the commercial release of a Product, Supplier shall perform a safety-risk assessment and keep a risk assessment report together with all data related to the Product. Upon first request by Customer, Supplier shall provide such report and data to Customer and assist Customer in any investigations it may request from time to time.

27.4 [Optional: No waiver. The tests of a Pre-release Model by Customer shall neither relieve Supplier of any of its obligations under this Agreement nor constitute acceptance of a Product nor a waiver of any defect, non-conformity, warranty or other rights or remedies under this Agreement.

CHAPTER V. INTELLECTUAL PROPERTY

28. INTELLECTUAL PROPERTY RIGHTS

28.1 [Optional (in case of Development Work): Project license. Customer hereby grants to Supplier a worldwide, non-exclusive, royalty-free license, with the right to sublicense, under its Background IP to make, have made, use, import, analyse, test, prepare derivative works of, reproduce, have reproduced such Background IP, only for the purpose of performing its obligations in connection with this Agreement.

28.2 IP ownership and licences. The Intellectual Property Rights related to any part of the Product or the results of any Development Project, including any Background IP, Foreground IP and entitlement to all development data, reports and other technical information, shall be owned and licensed as follows:

(a) Each Party shall retain the ownership of its Background IP.

(b) All Foreground IP shall be owned exclusively by Customer.

(c) Supplier:

(i) shall deliver all models, instructions, algorithms, technology, development data, reports and all other technical information, documentation and other knowhow related to all parts of the Product associated with Foreground IP to Customer;

(ii) hereby grants to Customer a worldwide, non-exclusive, royalty-free license, with the right to sublicense, under Supplier’s Background IP to make, have made, use, import, analyse, test, prepare derivative works of, reproduce, have reproduced, offer to sell, sell or otherwise dispose of such Supplier Background IP, to the extent Supplier incorporates such Background IP into any part of the Product;

(iii) hereby assigns (and shall cause to be assigned) all Foreground IP to Customer to the extent required under applicable laws; and

(iv) shall assist Customer, at Customer’s expense, in obtaining, registering, perfecting and enforcing all Patents, trademarks or copyrights necessary to protect Customer’s interest in the Intellectual Property established pursuant to this Section.

[Optional (in case of inventions): If any inventions are created by Supplier, Supplier shall inform Customer promptly giving appropriate details of the invention. If Customer decides to



apply for Patent or other protection, the expenses incurred by Supplier related to such registration or to obtaining such protection shall be borne by Customer. Supplier hereby irrevocably authorises Customer to appoint a person to act as Supplier’s attorney to do all such things and execute all such documents as may be necessary for or incidental to granting Customer the full benefit of this Article 28. Without limiting the generality of this Section, Customer shall not be obliged to seek Patent or other protection for any invention or to exploit any invention.

28.3 [(Cont’d in case of inventions): Non-assertion. Supplier shall not at any time allege the invalidity or otherwise take or permit to be taken any action affecting the validity or enforceability of any Intellectual Property Right obtained, applied for or to be applied for by Customer. Accordingly, Supplier shall not disclose or publish the subject matter of any inventions which may be patentable before Customer has actually applied for any patent registration.

28.4 Moral rights. To the extent permitted under the applicable laws, Supplier hereby waives and, to the extent permitted under the applicable law, warrants that its employees have waived, all moral rights arising from or relating to Intellectual Property Rights created by or in collaboration with Supplier for the benefit of Customer and all Customer’s licensees and successors-in-title to the Intellectual Property Rights.

28.5 Licences and Affiliates. If, in this Agreement, a Party grants a license to the other Party, such license shall be deemed to include the Affiliates of that other Party. [Optional: To the extent that, by virtue of ownership or sublicensing rights, a license in this Agreement is required from an Affiliate of a Party and the license is stipulated to be granted by that Party only, that Party shall be deemed to have granted the license on behalf of its Affiliate.

28.6 Licences duration. The licences granted under this Article 28 shall be for the maximum period permitted under the applicable law.

28.7 Emergency access and maintenance. [Optional: If one of the events listed in Section 20.3 occurs, Customer and its representatives shall be given immediate access to all Know-How related to the Products and Customer shall automatically acquire all documentation and other carriers embodying the Intellectual Property Rights acquired by or licensed to it pursuant to this Agreement. ] The occurrence of any of the circumstances mentioned in Section 20.3 shall not affect the licenses) granted under this Article 28.

29. IPR INFRINGEMENTS

29.1 Scope. Supplier shall defend Customer against all claims, actions and proceedings and indemnify Customer for any damages and losses incurred by Customer which arise out of or in connection with a claim or proceeding alleging that the manufacture, sale, importation, use or disposition by Customer or any of its customers of a Milestone or [Work] or any part thereof, or of a product incorporating such Milestone or [Work], directly or indirectly infringes intellectual property rights of a third party other than by virtue of their combination (as such) with a Milestone or [Work] (a Claim).

29.2 Obligations. In the event of a Claim, Customer shall:

(a) notify Supplier of the Claim;

(b) grant Supplier the authority to either settle or defend such Claim with counsel of its choice, provided that any settlement does not impose liability on Customer; and

(c) cooperate and provide reasonable assistance in the defence of the Claim, at Supplier’s expense.



29.3 Interim remedy. Until a Claim is settled or rejected in final instance in any legal proceedings, Supplier shall, at its expense, procure for Customer and its customers the right to continue all acts in relation to the Milestones or [Work] (including the use in any product of Customer or its customers), or if a procurement of such right is not a reasonable or viable option, replace existing Milestones or [Work] or parts thereof and replace any future Milestones or [Work] or parts required to be supplied under this Agreement with a non-infringing alternative product with at least equivalent performance (and price, as to (b)), all in compliance with Customer’s requirements and specifications, as approved in writing by Customer.

29.4 Remedy. In connection with a Claim, Supplier may, at its expense, procure for Customer and its customers the right to continue all acts in relation to the Services (including the use in any product of Customer or its customers), or if a procurement of such right is not a reasonable or viable option, replace existing Services or parts thereof, and replace any future Services or parts required to be supplied under this Agreement with a non-infringing alternative product with at least equivalent performance (and price, as to (b)), all in compliance with Customer’s requirements and specifications, as approved in writing by Customer.

30. [OPTIONAL: COUNTERFEIT COMPONENTS

30.1 Warranty and restricted sourcing. Supplier warrants that all Products are free from counterfeit materials or components. Supplier shall only purchase materials, components and spare parts directly from an OEM or from distributors or aftermarket manufacturers authorised by such OEM, unless it obtained the express prior written approval by Customer. If Supplier obtains Customer’s approval, Supplier shall implement all such measures and take such actions as are necessary to ascertain that the Products and all its materials and components are new, unused and authentic.

30.2 Certificate of Conformity and traceability. Supplier shall ensure the availability of all Certificates of Conformity and related documentation issued by OEMs for all materials and components and shall, upon request, provide Customer with a copy. Supplier shall implement and maintain a method of traceability ensuring tracking of the supply chain to every OEM, authorised distributor and aftermarket manufacturer for each Product and every material and component.

30.3 Incapability to certify origin. If Supplier establishes that the origin of all directly and indirectly obtained (parts of) Products cannot entirely be certified by Certificate of Conformity, Supplier shall promptly notify Customer and suspend performance of a delivery of Products, or if Customer requires continuation of performance, reflect the details of a deviation from Section 30.2 on the Certificate of Conformity.

30.4 Subcontractors. Supplier shall procure that its suppliers and subcontractors comply with this Article 30. Supplier shall promptly notify Customer giving all details of any inability or unwillingness of a supplier or subcontractor to comply with this Article 30.

30.5 Criminal reporting. Customer may notify and hand over the counterfeit Products (or materials or components) to any government authorities and withhold payment for the related Products pending the results of any investigation.

30.6 Remedies. Supplier shall promptly replace all counterfeit Products and Spare Parts with Products or Spare Parts acceptable to Customer. Unless Customer determines otherwise in writing, if the warranty in Section 30.1 is incorrect in respect of certain Products or Spare Parts and in case of any breach of Section 30.1, such incorrectness or breach shall be deemed to constitute an Epidemic Defect and Article 13 shall apply mutatis mutandis. Notwithstanding the previous sentences, counterfeit Products and Spare Parts may be impounded by Customer. The exercise of



any remedies under this Article 30 shall be without prejudice to any other rights or remedies available to Customer under this Agreement or the applicable law.

31. CONFIDENTIALITY

31.1 Disclosures. The Disclosing Party shall furnish such Confidential Information to the Receiving Party as it deems necessary or helpful in relation to the Receiving Party’s performance of its obligations pursuant to this Agreement. Each Party shall use its best efforts to mark the Confidential Information which is disclosed in writing as confidential. Failure to do so, however, shall leave the other Party’s obligations set forth in this Agreement unaffected. Information that was not identified as confidential or proprietary shall be treated as Confidential Information upon a written notice to the Receiving Party within 30 days from disclosure.

31.2 Disclosure to Affiliates and employees. A Receiving Party shall only disclose the Disclosing Party’s Confidential Information to its Affiliates, directors, officers, employees or other representatives on a need-to-know basis. Prior to such disclosure, the Receiving Party shall inform each such person of the confidential nature of the Confidential Information. Notwithstanding due observance of this Section, the Receiving Party shall be liable for any breach of the provisions on confidentiality in this Agreement by such person.

31.3 General limitations. A Receiving Party shall not use the Confidential Information of the Disclosing Party for purposes other than in direct relation with this Agreement. The Receiving Party shall treat the Disclosing Party’s Confidential Information with at least the same degree of care as it would use in respect of its own confidential information of similar importance, but in any event a reasonable level of care. Except as provided otherwise, the Receiving Party shall not disclose, disseminate or make accessible any part of the Disclosing Party’s Confidential Information, in any way or form, to any third party. The Receiving Party shall treat, use and keep the Disclosing Party’s Confidential Information in conformity with all applicable legal requirements.

31.4 [Optional: Non-analysis of samples. The Receiving Party shall neither copy nor make structural or other analysis nor measure the properties or analyse the composition of any samples or any part of the Confidential Information other than strictly required for the scope of this Agreement.

31.5 [Optional: No reverse engineering. The Receiving Party shall not reverse-engineer, disassemble, re-assemble, modify or decompile any software or any part of the Confidential Information.

31.6 Exemptions. The restrictions and obligations in this Agreement shall not apply to the Disclosing Party’s Confidential Information, which:

(a) is or has become generally available to the public other than as a result of a disclosure by the Receiving Party (or its representatives);

(b) was received by the Receiving Party from a third party and not indirectly from the Disclosing Party in violation of any obligation of secrecy or non-use; or

(c) was in the possession of the Receiving Party prior to disclosure or was developed independently from such Confidential Information, as shown by competent evidence.

31.7 Not exempted. Specific Confidential Information shall not be deemed to be within the exceptions merely because it is embraced by more general information in the public domain or by more general information already known to the Receiving Party. In addition, any combination of information shall not be deemed to be within the exceptions in the following Section merely because all individual parts of such information are in the public domain or in the possession of the Receiving Party.



31.8 Court orders. In case Confidential Information is required to be disclosed by the Receiving Party by virtue of a court order or statutory duty, the Receiving Party shall be allowed to do so, provided that it without delay informs the Disclosing Party in writing of receipt of such order or duty and that it enables the Disclosing Party reasonably to seek protection against such order or duty.

31.9 Return or destroy. Upon the first request of a Disclosing Party, the Receiving Party shall without delay return all their copies, samples and extracts of, and all other physical media containing the Disclosing Party’s Confidential Information, and delete or destroy (and have deleted or destroyed) all automated data containing the Disclosing Party’s Confidential Information. Upon request by the Disclosing Party, the Receiving Party shall confirm its compliance with these requests.

31.10 Post-termination. Notwithstanding the expiry or termination of this Agreement for any reason, the secrecy and non-use obligations of the Receiving Party shall continue after expiry or termination of this Agreement.

CHAPTER VI. CSR, QUALITY ASSURANCE AND COMPLIANCE

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

32.1 U.N. Global Compact and OECD Guidelines for MNE. Supplier hereby undertakes with Customer to support Customer’s corporate social responsibility policies and uphold the principles in the Customer Code of Ethics, the United Nations Global Compact and the OECD Guidelines for Multinational Enterprises.

32.2 Signed declarations. Attached as Annex 6 are copies of the declarations of compliance with CSR principles and Code of Ethics signed by Supplier. Supplier undertakes with Customer to obtain signed declarations from its subcontractors and suppliers[Optional:, to the extent that such subcontractors and suppliers are ].

32.3 Implementation of CSR. Supplier shall cooperate with Customer in implementing and compliance with Customer’s corporate social responsibility principles and Code of Ethics from time to time, and Supplier shall make best efforts in order to improve and resolve any issues or concerns arisen pursuant to Customer’s CSR principles and Code of Ethics.

33. QUALITY ASSURANCE

33.1 General requirement. Supplier shall implement and maintain adequate quality systems and documented procedures which identify, control and segregate non-conform Products. Where any monitoring or measurement equipment is used in Supplier’s development, manufacturing, logistics or other operational environment, such equipment shall be calibrated adequately.

33.2 ISO 9001 certification. Supplier shall maintain a certified ISO 9001 quality management system. Any partial or full waiver of this undertaking must be in writing and signed by a duly authorised representative of Customer.

33.3 [Optional: Certificate of Conformity. In connection with each release of a Product pursuant to modified Specifications and upon request of Customer from time to time, Supplier shall accompany the delivery of a Product with applicable Certificates of Conformity.

33.4 ISO 9000 quality control procedures. Supplier shall maintain Product and Services quality by continuously performing strict quality control procedures including structural criteria for engaging and monitoring suppliers. Supplier warrants that such structural criteria shall be no less stringent than the quality procedures set forth in the ISO 9000 standards from time to time.



34. COMPLIANCE WITH LAWS AND REGULATIONS

34.1 Acquaintance with laws and regulations. Supplier undertakes with Customer to remain fully acquainted with all matters related to (the performance of) its obligations under this Agreement, including applicable laws and regulations relating to quality, health, safety and environment of the country where any Products or Spare Parts may be delivered, and applicable export and import control regulations.

34.2 Compliance. Supplier undertakes with Customer to comply with all applicable laws, regulations, rules, ordinances, codes and standards applicable to the manufacture, transportation, export, import, distribution and sale of the Products as contemplated in this Agreement and any Purchase Order. This includes the applicable rules and regulation related to Supplier’s personnel, consultants, representatives providing services to Customer.

35. HEALTH, SAFETY AND ENVIRONMENT

35.1 HSE compliance. Supplier shall:

(a) establish, maintain and demonstrate to the reasonable satisfaction of Customer an environmental management system and organisation compliant with the requirements of ISO 14001 (or above), or an equivalent standard;

(b) maintain an occupational health and safety management system which meets the requirements of the BS OHSAS 18001 standard;

(c) upon request of Customer, provide evidence of compliance to an auditable process that ensures minimal impact of the scope of supply of the Products on the environment;

(d) provide Customer with copies of the ISO14001 certificate and the OHSAS18001 certificate;

(e) establish and maintain such legal and regulatory framework as to ascertain and anticipate that all Products supplied to Customer and all materials and components incorporated in such Products comply with the laws and regulations applicable to their design, production, use, return and destruction; and

(f) identify and notify Customer of risks that may jeopardise Supplier’s continuing scope of supply such as no or limited availability of critical components, materials or substances.

Supplier shall procure that its subcontractors and suppliers comply mutatis mutandis with this Section 35.1 as their own obligations vis-à-vis Customer.

35.2 Notice of non-compliance. Supplier shall inform Customer of any non-compliance with Section 35.1 and shall indemnify Customer for all consequences resulting from such non-compliance.

35.3 Compliance with site rules. Supplier’s personnel or subcontractor’s employees accessing Customer’ premises shall comply with Customer’s rules and instructions applicable at the premises. Supplier shall indemnify Customer against any damages, losses or injury suffered by Supplier, its subcontractors or their personnel as a result of their presence on Customer’ premises, unless it is caused by gross negligence or wilful misconduct by Customer.

35.4 Unsafe materials. If any materials provided by or on behalf of a Party are toxic or potentially unsafe or dangerous, such Party shall clearly and appropriately designate such materials, strictly in accordance with the applicable statutory requirements and accompany the materials with instructions for storage and use.



36. [OPTIONAL: PERSONAL DATA PROTECTION AND INFORMATION SECURITY

36.1 Restrictions on use. To the extent that Customer provides to Supplier, or Supplier otherwise accesses Personal Data about Customer’s employees, customers or other individuals in connection with this Agreement: Supplier shall only use Personal Data for the purpose of performing its obligations pursuant to this Agreement, and Supplier shall not disclose, process or otherwise make available such Personal Data except upon Customer’s instructions in writing, Supplier shall notify Customer and obtain Customer’s approval in writing before sharing any Personal Data with any government authority or other third party, and Supplier shall comply with all such terms and conditions related to Personal Data as Customer may require in writing, at its sole discretion, to address any applicable data protection, privacy or information security laws or regulations.

36.2 Privacy Incidents. In the event that any Personal Data is disclosed by Supplier or a supplier or subcontractor of Supplier in violation of this Agreement or applicable laws pertaining to privacy or data security, or Supplier (or a supplier or subcontractor of it) discovers, is notified of, or suspects that unauthorized access, acquisition, disclosure or use of Personal Data has occurred (a Privacy Incident), Supplier shall promptly notify Customer in writing of each Privacy Incident. Supplier shall cooperate fully in investigating the Privacy Incident, and indemnify Customer for all damages, losses and expenses incurred as a result of such Privacy Incident.

To the extent that a Privacy Incident gives rise to a need, at Customer’s discretion and request, to (a) notify public authorities, individuals or other third parties, or (b) undertake other remedial measures (including public announcements and the involvement of a call centre to respond to inquiries), Supplier shall, at its expense, undertake such remedial actions. The timing, content and manner of effectuating any notifications or actions shall be determined by Customer.

36.3 [Optional: Information Security Program. To the extent that Customer provides to Supplier, or Supplier otherwise accesses Personal Data about Customer’s employees, customers, or other individuals in connection with this Agreement, Supplier shall implement a written information security program (Information Security Program) that includes administrative, technical and physical safeguards ensuring the confidentiality, integrity and availability of Personal Data, protecting against any reasonably anticipated threats or hazards to the confidentiality, integrity or availability of the Personal Data, and protecting against unauthorized access, use, disclosure, modification or destruction of the Personal Data.

Supplier’s Information Security Program shall adequately address: (a) access controls, (b) security awareness and training, (c) security incident procedures, (d) contingency planning, (e) device and media controls, (f) testing of key controls, systems and procedures by or under review by an independent third party, (g) audit controls monitoring and recording activity in it systems, (h) data integrity protecting against disclosure, modification and destruction, (i) storage and transmission security guarding against unauthorized access, including encryption, (j) secure disposal, (k) assigned security officer, and (l) continuous improvement of the information security program.

37. [OPTIONAL: IMPORT AND EXPORT REGULATIONS

37.1 General undertakings. Supplier shall comply with all applicable government export and import laws, regulations and ordinances of any country or government having jurisdiction over (the export, import or delivery of) a Product. Supplier shall not, unless authorised by an adequate license or a regulation, directly or indirectly import or export any technical information, software or other technology furnished or developed by the Parties or any other product developed from or produced using technical information, software or other technology provided under this Agreement by Customer, to any country for which such import or export requires a licence or authorisation,



including releasing or making available such technical information, software or other technology to nationals, anywhere in the world, of any such country.

37.2 Regulatory permits. If the delivery of Products by Supplier or any subsequent re-transfer of Products (to the location as notified by Customer to Supplier in writing) requires the granting of a permit or licence by a regulatory authority or other import or export authorisation, Supplier shall obtain such licences and other authorisations prior to delivery of the Products. Supplier shall maintain all necessary import and export permits at all times.

37.3 Duty to inform (continuously). Supplier shall provide Customer with all information necessary to assess the import and export of the Products, including any conditions and restrictions imposed by the licensing authorities which may impact the right to use or re-transfer the Products. If any change in the conditions or restrictions affecting the use or re-transfer of the Products becomes known to Supplier at any time before or after delivery of a Product, Supplier shall notify Customer promptly in writing, providing Customer with all information reasonably required in order to assess the new use or re-transfer conditions and restrictions affecting the Products.

37.4 Remedies. A breach of this Article 37, shall be deemed to constitute an Epidemic Defect. In such case, without prejudice to any other remedies, Supplier shall procure as soon as practicable such licence and authorisations as are required to be obtained under the applicable laws and regulations, an alternative solution compliant with both the Specifications and the applicable laws and regulations, or a redesign of the Product compliant with both the Specifications and the applicable laws and regulations.

CHAPTER VII. MISCELLANEOUS AND INTERPRETATION

38. MISCELLANEOUS

38.1 Further assurances. The Parties shall cooperate with each other and execute to the other Party such forms and documents and take such other actions as may reasonably be requested from time to time in order to carry out, evidence or confirm the other Party’s rights or obligations or as may be reasonably necessary or helpful to give effect to the provisions of this Agreement.

38.2 Insurance. For the duration of this Agreement and for a period of 24 months thereafter, Supplier shall maintain in effect appropriate liability insurance policies (including for product liability and recall) with an internationally reputable insurance company, providing for coverage of at least EUR [] per year. At the request of Customer, Supplier shall provide appropriate details of the insurance policies, as well as evidence that insurance premiums have been paid timely. Supplier shall immediately inform Customer of anything that might affect the insurance cover required pursuant to this Section 38.2.

38.3 Joint and several obligations. Supplier and any of its Affiliates involved in the performance of any obligations under this Agreement are jointly and severally liable for the due and timely performance of the obligations of either of them.

38.4 Press statements. Except as provided in this Agreement or as required by law, no Party shall, without the prior written consent of the other Party, disclose to any person that any investigation, discussions or negotiations are taking or have taken place concerning the scope of this Agreement, or that either Party has requested or received Confidential Information, or any terms or other facts regarding the scope of this Agreement, including the status thereof.

38.5 Amendments. No amendment of this Agreement shall be binding upon either Party, unless it is in writing and duly signed by both Parties.



38.6 Waiver. Any waiver shall only have effect if it is specific and in writing. The failure of a Party to enforce any of the provisions of this Agreement shall in no event be considered a waiver of such provision. No waiver of a provision by a Party shall preclude that Party from later enforcing any other provision of this Agreement, operate as a waiver of any succeeding breach of the same provision of this Agreement.

38.7 Assignment. No Party may assign rights or obligations of this Agreement without the consent of the other Party, which consent shall not unreasonably be withheld or delayed; except that Customer may, without such consent, on written notice to the other Party, assign any of its rights or obligations under this Agreement to its Affiliates or to a purchaser of all or substantially all of the assets or a business in the subject field of this Agreement.

38.8 Severability. If any provision in this Agreement is found to be invalid or unenforceable in any respect in any jurisdiction:

(a) the validity or enforceability of such provision shall not in any way be affected in respect of any other jurisdiction and the validity and enforceability of the remaining provisions shall not be affected, unless this Agreement reasonably fails in its essential purpose; and

(b) the Parties shall substitute such provision by a valid and enforceable provision approxi-mating to the greatest extent possible the essential purpose of the invalid or unenforceable provision.

39. APPLICABLE LAW AND DISPUTE RESOLUTION

39.1 Applicable law. This Agreement is governed by the laws of the Netherlands.

39.2 Dispute resolution. [Option 1: All disputes arising out of or in connection with this Agreement or any Agreement arising from this Agreement that cannot be settled amicably, shall be referred exclusively to the competent courts of [city + country].[Option 2: All disputes arising in connection with this Agreement, or further contracts resulting from this Agreement, shall be finally settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut). The place of arbitration shall be [city + country]. The arbitral procedure shall be conducted in the English language.

40. INTERPRETATION

40.1 Definitions. In this Agreement:

Acceptance Tests means the tests established in the Statement of Work, and such acceptance tests as Customer deems appropriate to verify whether a Product is capable of meeting the Specifications.

Affiliate means, in relation to a person, any company or other entity, whether or not a legal person, which directly or indirectly controls, is controlled by or is under joint control with that person. For this purpose, a person is deemed to control a company or entity if it owns, directly or indirectly, more than 50 per cent of the capital of the other company or entity, or has the power to direct, or cause the direction of, the management and policies of such company or entity.

Background IP means, by reference to a Party, all Intellectual Property Rights made available by such Party to the other Party as part of a Product, excluding Foreground IP, owned by such Party or any of its Affiliates, or licensed or made available by a third party to such Party, under which such Party is authorised to grant licenses.



Background Know-How means, by reference to a Party, all Know-How, excluding Foreground Know-How, owned by such Party, or licensed or made available by a third party to such Party, under which such Party is authorised to grant licenses.

Change Impact Report has the meaning ascribed to it in Section 22.4.

Claim has the meaning ascribed to it in Section 29.1.

Certificate of Conformity means a certificate of conformity, consistent with Customer’s instructions Certificate of Conformity from time to time.

Change Request means a Customer Change Request or a Supplier Change Request, as the case may be.

Confidential Information means any information of a non-public, confidential or proprietary nature, whether of commercial, financial or technical nature, customer, supplier, product or production-related or otherwise, disclosed by a Party (the Disclosing Party) to the other Party (the Receiving Party). Such information may be disclosed in any form, provided that it is disclosed reasonably in connection with this Agreement.

Delivery Date has the meaning ascribed to it in Section 4.1.

Effective Date means [].

Epidemic Defect means any failure in respect of [5 percent] or more Products of a certain type, or Products of a comparable type that were delivered during any 12-months period, to meet the warranties in this Agreement and which failure is identical or substantially similar.

Force Majeure means unforeseeable and unavoidable circumstances entirely beyond the control of the Party concerned, such as an act of God and wars.

Foreground IP means, by reference to a Party, all Intellectual Property that arises as a result or in the context of any activity pursuant to this Agreement.

Information Security Program has the meaning ascribed to it in Section .

Intellectual Property means non-patented inventions, Patents, utility models, designs, copyrighted works (including computer software), Know How and all other intellectual property of a similar nature (excluding trademarks, service marks and trade names), whether or not registered or applied for registration.

Key Employee has the meaning ascribed to it in Section 19.1.

Know-How means all knowledge, drawings, specifications, samples, models, instructions, algorithms, working methods, ideas, concepts, technology, applied development engineering data, reports, notes and all other technical or commercial information, data and documents of any kind.

Long Lead Time Components has the meaning ascribed to it in Section 2.5.

Milestone means a deliverable or milestone as defined in a Statement of Work, and failing such definition the agreed result of such Statement of Work.

OEM means original equipment manufacturer.

Patents means all patents and patent applications in any jurisdiction in the world, including any divisional, continuation, continuation-in-part, reissue, renewal, re-examination or extension thereof.

Personal Data means individually identifiable information from or about a private individual, which may include first and last name, home or other physical address, e-mail address, telephone number, credit or debit card information, including card number, expiration date and any data



stored on such card, financial account information, driver’s license, passport, ID card, tax or social security number, medical, health or disability information, including insurance policy numbers, passwords, fingerprints, biometric data, or other data about an individual, or information that reveals any such personal data.

Pre-release Model has the meaning ascribed to it in Section 27.1.

Privacy Incident has the meaning ascribed to it in Section 36.2.

Product means the products identified in Annex 2 from time to time[Optional: , including any related Services].

Purchase Order means a purchase order from Customer or its Affiliates for Products.

Services means the services provided by Supplier[, as described in a Statement of Work].

Spare Parts means any spare part or replacement component for Products, or parts of Products, delivered or to be delivered by Supplier.

Specifications means Customer’s product specifications, quality requirements, properties, features, functionalities, attributes of (a Milestone or) the Product as set forth in a Statement of Work, and failing such specifications, the Product shall in any event satisfy the customary standards commonly adopted in the industry in respect of soundness, safety, suitability and workmanship.

Supplier Change Request has the meaning ascribed to it in Section 22.3.

Customer Change Request has the meaning ascribed to it in Section 22.2.

Time Schedule has the meaning ascribed to it in Section 22.1.

Working Group has the meaning ascribed to it in Section 17.5.

40.2 Interpretation. Except as otherwise defined, in this Agreement:

(a) references to a communication in writing include e-mail and electronic messages accessible and printable by commonly used software applications;

(b) Article headings and captions are for convenience only;

(c) references to Articles, Sections, Schedules and Annexes are references to articles and sections of and schedules and annexes to this Agreement.

40.3 Best efforts. Where any obligation is qualified or phrased by reference to use reasonable endeavors, best efforts or wording of a similar nature, it means the efforts that a determined and reasonable person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditious as possible.

The person under such an obligation shall, if a result aimed at is not achieved or achieved after delay, upon the request by a Party provide evidence of (a) all actions taken by it in order to fulfil this obligation, (b) any choices made where two or more alternative courses of action would have been reasonably appropriate, and (c) plausibly how any external factors (adversely) influenced its performance and the achieved result.

40.4 Schedules and priority. The Schedules and Annexes are an integral part of this Agreement and references to this Agreement shall include its Schedules and Annexes. In the event of any ambiguity or inconsistency between the provisions of a Schedule or an Annex and in the body of this Agreement, the latter shall prevail.



40.5 Inconsistencies in SOWs. Notwithstanding Section 40.4, in the event of any inconsistency between a provision in the body of this Agreement and in a Statement of Work, the provision in this Agreement shall prevail, unless the Statement of Work expressly overrules this Agreement by making a specific reference to the relevant Article or Section.

40.6 Deviation by Purchase Orders. The express terms and conditions of a Purchase Order shall prevail over the provisions of this Agreement and a Statement of Work, except that the incorporation or reference to the applicability of standard terms of purchase or other general conditions remains without effect.

THUS, this Agreement was signed in two counterparts.

[Weagree B.V.] [Supplier Ltd.]

______________________________ ______________________________By: By:


Annex 1. Statement of Work

Below is a check list of matters that could be included in a Statement of Work.

Note: if the scope or impact of certain parts of the work is uncertain, it is important to express this by formulating assumptions regarding the expected presence or absence of facts or circumstances, by identifying the uncertain factors (with possible options), or by allowing a decision making process for further specification (but see already Articles 17 and 22):

PROJECT [INSERT NAME]

1.1 Scope and background

(a) Explain level of innovation or discipline

(b) [Commercial (applications …)]

(c) Identify know how and expertise expected to be already available at each of the Parties (or each Party’s appropriateness to provide certain know how or expertise)

1.2 Objectives and deliverables

(a) Technical specifications or requirements to be met:

(i) …

(ii) …

(b) [Deliverables by individual parties (separate from joint deliverables)]

(c) Work breakdown (WBS)

(d) Test plan

(e) Acceptance tests

1.3 Project timing (including criteria for each phase)

(a) Starting date

(b) Define phases (incl. specific time schedule), as applicable:

(i) Further definition of the project scope, and preliminary design

(ii) Design approval (go, no-go)

(iii) Prototype development

(iv) Establish qualification requirements (go, no-go)

(v) Development milestones

(vi) Acceptance tests and validation of the Work

(vii) Upscaling

(c) Dates of work consultations and interim reporting

(d) Planning: starting dates of subprojects, dates of meetings and interim reporting dates

(e) Evaluation and results reporting

1.4 Milestones and payment schedule


1.5 Organisation

(a) People, roles and responsibilities

(b) Resources (i.e., number of FTE and available budgets)

(c) Reporting structure

1.6 Approved subcontractors, third party involvement and required/permitted OEM products

1.7 List of all standards and third party rights used in any part of the Work

1.8 …


Annex 2. Products

[to be inserted: Products]


Annex 3. Software

[to be inserted: terms of licence of software]


Annex 4. Service Level Agreement (SLA)

[to be inserted: SLA’s]


Annex 5. Equipment on loan

1. SCOPE

1.1 Goods on loan. The Parties hereby confirm that Customer has made available to Supplier and accordingly, Supplier has accepted the delivery of certain equipment, jigs, dies, moulds or other tooling listed in the attached list from time to time (the Equipment)

1.2 Limited scope of use. Customer hereby authorises Supplier to use the Equipment for the sole purpose of performing and completing its activities for Customer from time to time (the Authorised Purpose). Supplier shall not use the Equipment for any purpose other than the Authorised Purpose.

1.3 Identification of the Equipment. The Parties acknowledge that the attached list is a best effort identification of the Equipment made available by Customer to Supplier and each Party undertakes with the other Party to replace the attached list by an up-to-date list from time to time.

1.4 Free of charge. The Equipment is made available to Supplier at no charge.

2. RESPONSIBILITIES OF SUPPLIER

2.1 Duties of care. Supplier shall:

(a) store the Equipment diligently and implement adequate security measures;

(b) generally observe due care in using the Equipment and use the Equipment in accordance with all instructions and directions by Customer to Supplier, and all applicable laws and regulations, including all safety regulations promulgated by government authorities having jurisdiction over the use of the Equipment;

(c) maintain the Equipment in good order, including calibrating the Equipment;

(d) repair or replace any parts of the Equipment that become damaged after Customer made the Equipment available to Supplier.

All related costs shall be for Supplier’s account. In particular, Supplier shall make lockable and suitable rooms and grounds available for storage and maintenance of the Equipment. At any time after prior notice and during normal business hours, Supplier shall provide Customer and its representatives free access to all rooms and grounds where the Equipment are located.

2.2 Sufficiently skilled to operate and handle. Supplier warrants that it has adequate skills and experience for and is familiar with the proper use and operation of the Equipment. Supplier shall ascertain that each operator utilizing the Equipment is properly trained and knowledgeable in the use of the Equipment. In the event that Supplier fails to meet the requirements of the preceding sentences, Supplier shall return the Equipment to Customer without undue delay.

2.3 Insurance. Supplier shall arrange for adequate insurance cover for damage to and loss or theft of the Equipment up to their replacement value of EUR _____. Upon Customer’s first written request, Supplier shall submit the certificate of insurance of the Equipment.

2.4 No sub-loan to third parties. Supplier shall not make the Equipment available to third parties unless it has first obtained the written consent of Customer. In such case, the availability shall strictly be for the purpose of such third party’s involvement, be subject to obligations of diligence and care vis-à-vis Customer which are no less restrictive than apply to Supplier, and Supplier shall continue to bear the entire risk for the Equipment.


2.5 Use restrictions and prohibited acts. Supplier shall not and shall not permit its employees or any third party to use or copy the Equipment or any part thereof, use the Equipment for any purpose other than the Authorised Purpose, modify, translate or prepare derivative works based on the Equipment, rent, lease, loan, sell, transfer, distribute or sublicense the Equipment or any copy or part thereof to any other person or entity, reverse-compile or decompile, disassemble or otherwise reverse engineer any part of the Equipment, alter, remove or obscure any copyright, trademark or other proprietary notices or confidentiality legend on or in the Equipment, or disclose or publish any performance benchmark results for the Equipment.

3. MAINTENANCE OF THE EQUIPMENT

3.1 Risk and presumed status. Upon delivery at Supplier’s premises, the Equipment shall be at Supplier’s risk. The Equipment shall continue to be at Supplier’s risk until the Equipment has been made available to Customer in accordance with Customer´s written instructions. Unless Supplier informs Customer otherwise in writing within five days after receipt of the Equipment, the Equipment shall be deemed to be received in good order and be suitable for the Authorised Purpose.

3.2 Inspection upon receipt. Supplier warrants that upon its receipt, it has examined the Equipment, and that its condition is adequate for use for the Authorised Purpose. In the event the Equipment is not as Supplier warrants or not in an adequate condition (but notwithstanding any liability of Supplier pursuant to this Agreement), Supplier shall promptly contact Customer for replacement, and shall discontinue the use of the Equipment.

3.3 Relocation. Customer shall be entitled, at its discretion, at any time to carry away or to have the Equipment moved to a location indicated by Customer. Upon Customer’s written request and at Customer’s expense, Supplier shall move the Equipment or any part of it by Customer to a location indicated by Customer.

3.4 Return upon first request. At Customer’s first written request, Supplier shall return the Equipment to Customer in the condition in which the Equipment were at the date of arrival at Supplier´s premises, normal wear and tear and approved changes excepted.

4. TITLE TO THE EQUIPMENT

4.1 No transfer of ownership. The Equipment shall be on loan from Customer to Supplier and not be sold, leased or transferred. The ownership of the Equipment shall at all times remain with Customer.

4.2 Modifications. If any modification to the Equipment is made, Customer shall own such modification as of the moment of its creation without any formality being required. To the extent necessary and notwithstanding Section 6.3, Supplier hereby assigns and transfers to Customer and accordingly, Customer hereby accepts all intellectual property rights with respect to such modifications to the Equipment.

4.3 Bookkeeping, possible insolvency and attachments. Supplier undertakes to account for the Equipment in its books and records as the property of Customer. Furthermore, Supplier undertakes to make every effort to maintain the rights of Customer in respect of the Equipment, and to notify Customer promptly of anything that may be relevant to Customer in connection with the Equipment and the maintenance of Customer’s rights, including, if applicable, of Supplier’s bankruptcy, the filing of a petition for a moratorium or attachment of property; in these cases Supplier shall show this agreement to the receiver, administrator or process server serving the writ of attachment.


4.4 No detrimental encumbrances. Supplier shall neither transfer the Equipment to any third party, nor encumber or allow a pledge on any part of the Equipment. Supplier shall not do anything in respect of the Equipment which may be detrimental to the interests of Customer.

5. DISCLAIMER AND INDEMNIFICATION

5.1 Disclaimer. The Equipment and any and all parts thereof are provided “AS IS” without any further warranties as to the quality of the substance or the manufacture thereof. Customer expressly disclaims any warranty that the Equipment shall be merchantable, fit for any particular purpose, or not violate or infringe any intellectual property rights of third parties, and any other warranties in respect of the Equipment, express or implied, except as expressly stated in this Agreement.

5.2 Indemnity. Supplier shall defend and indemnify Customer against all damages, costs and expenses, whether directly or indirectly arising from a claim by a third party and including any product liability claims, as a result of Supplier possessing or using the Equipment.

6. MISCELLANEOUS

6.1 Confidential nature. The existence of this Agreement and its terms are confidential Information.

6.2 Customer’s markings. Supplier shall not remove, cover or modify any markings on the Equipment (whether identifying Customer as the owner or otherwise).

6.3 Further assurances. The Parties shall cooperate with each other and execute such forms and documents and take such other actions as may reasonably be requested from time to time in order to carry out, evidence or confirm the other Party’s rights or obligations or as may be reasonably necessary or helpful to give effect to the provisions of this Agreement.

List of Equipment on loan[Insert a list of the equipment on loan here]


Annex 6. Declarations regarding CSR and Code of Ethics

[Attach signed copies of declarations of compliance with CSR principles and General Business Principles (or Code of Ethics)]


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