Commercial Terms and Conditions — Defense Architecture Systems

GENERAL TERMS AND CONDITIONS

FOR THE PURCHASE OF GOODS AND SERVICES UNDER A COMMERCIAL CONTRACT

1. Applicability

1.1 These terms and conditions of purchase (these "Terms") are the only terms which govern the purchase of the goods ("Goods") and services ("Services") (individually and collectively the “Product”) by Defense Architecture Systems, Inc. ("DAS") from the party named on the Order ("Seller"). These Terms apply only to purchases designated by DAS as commercial or non-U.S. Government purchases. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.

1.2 The purchase order, statement of work, specifications, drawings, attachments and any written change orders expressly incorporated therein (the "Order") together with these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Seller's general terms and conditions of sale regardless of whether or when Seller has submitted its sales confirmation or such terms. DAS objects to and rejects any additional or different terms contained in Seller quotations, acknowledgments, invoices, portals, shrink-wrap or click-through licenses, or other documents, even if DAS accepts delivery or makes payment. No such terms bind DAS absent express written agreement by an authorized DAS representative. This Agreement expressly limits Seller's acceptance to the terms of this Agreement. Any of the following shall constitute Seller’s unqualified acceptance of this Order and these terms and conditions: (a) acknowledgement of this Order; (b) furnishing of any part of the Products and/or Services under this Order; (c) acceptance of any payment for the Products/Services under this Order; or (d) commencement of performance under this Order.

1.3 In the event of any inconsistency between any parts of this Order, the inconsistency shall be resolved by giving precedence in the following order: (1) signed Change Order document (defined below); (2) the face of the applicable purchase order, but only for expressly stated deviations; (3) these Terms; (4) the statement of work; (5) specifications, drawings and quality requirements; and (6) other expressly incorporated attachments.

2. Delivery, Title, and Sourcing.

2.1 All Parties expressly agree that time is and shall remain a material element of this Order and the timely delivery of the Goods and Services, including all performance dates, timetables, project milestones and other requirements in this Agreement. No acts of DAS, including without limitation, modifications to this Order or Acceptance of late deliveries, shall constitute a waiver of this provision.

2.2 Title to Goods, free and clear of all liens and encumbrances, shall pass to DAS upon Acceptance or payment, whichever occurs first. Risk of loss shall remain with Seller until Goods are delivered to the location identified in the Order, inspected and Accepted by DAS. Neither transfer of title nor payment constitutes Acceptance or limits Seller’s obligations. Title to DAS-funded materials, work in process and tooling shall vest as provided in Section 4 (DAS Property).

2.3 All deliveries shall strictly conform to the quantities, specifications, and schedules set forth in this Order, at the designated delivery location during DAS' normal business hours or as otherwise instructed by DAS (the "Delivery Date"). If no Delivery Date is specified in the Order, Seller shall deliver the Goods within five (5) days of Seller's receipt of the Order. Time is of the essence. If Seller fails to deliver conforming Goods or Services by the Delivery Date, DAS may, without liability and without limiting other remedies, cancel the affected Order, terminate this Agreement immediately by providing written notice to Seller, obtain substitutes and recover, expediting and other reasonable costs and expenses attributable to Seller's failure or delay. Order numbers must appear on all shipping documents, invoices, correspondence, and any other documents pertaining to the Order. DAS reserves the right to (i) return over shipments and early shipments at Seller’s risk and expense, (ii) have payment therefor withheld by DAS until the date that Products or Services are actually scheduled for delivery, or (iii) be placed in storage, for which Seller shall be liable for the cost, until the delivery date specified herein. Unless otherwise provided in this Order, delivery in whole or part shall not be made more than ten (10) days prior to required delivery dates.

2.4 Whenever it appears Seller will not meet the delivery schedule, Seller shall immediately notify DAS of the reason and estimated length of the delay. If Seller’s delivery shall fail to meet the delivery schedule, DAS, without limiting its other rights or remedies, may direct expedited routing, and any excess cost incurred thereby shall be debited to Seller’s account.

2.5 If Seller is unable to meet the required delivery or performance schedule for any reason, other than an authorized written change directed by DAS, DAS shall have the option to (1) terminate all or part of the Order for default, (2) purchase replacement Goods or Services from another source and reduce the Order quantity, without increase in the remaining unit prices; or (3) accept late delivery and recover resulting reasonable costs and damages. These remedies are cumulative, and Seller shall reasonably cooperate in continuity-of-supply and transition measures.

2.6 If Seller proposes to source, manufacture, access DAS information from, or ship directly from a location outside the United States, Seller shall notify DAS in writing before doing so, identifying the location and relevant entities. Any offshore sourcing or transfer of export-controlled technical data requires DAS’s prior written approval. Seller shall comply with all applicable import, export, sanctions, customs, anti-bribery and supply-chain security laws, including ITAR and EAR when applicable. Seller shall not source from sanctioned or prohibited persons or destinations, or route shipments through prohibited jurisdictions, in violation of law. Seller remains responsible for all approved suppliers and for accurate country-of-origin, customs and trade informatio

3. Packaging.

Seller shall be responsible for ensuring the proper packaging, packing, and marking of Product(s) delivered hereunder in accordance with this Order. Packaging, packing, and marking will conform to the instructions specified or provided by DAS. Seller must assure package integrity throughout the shipping cycle. Each package and pack shall provide physical, chemical, and cleanliness protection to prevent damage or deterioration of the Product during handling, shipment, and storage under anticipated environmental conditions. All materials, fabrication techniques and workmanship shall conform to the requirements specified herein or, if not specified, otherwise meet, or exceed good commercial quality and practice. Damage resulting from improper Product packaging will be charged to Seller. Seller must comply with all applicable carrier regulations, including National Motor Freight Classification and Department of Transportation Regulations. No extra charge for packaging or insurance shall be allowed unless specifically noted herein. Products received without proper packaging, packing, marking and/or bar coding as set forth herein may be rejected by DAS and returned to Seller at Seller’s expense.

3.1 Counterfeit and Suspect Parts. Seller shall furnish authentic, new and unused Goods from the original manufacturer or an authorized source unless DAS expressly agrees otherwise. Seller shall maintain traceability, identification, inspection and counterfeit avoidance controls reasonably appropriate for electronic components and critical parts; promptly notify DAS of suspect, counterfeit, obsolete or nonconforming material; quarantine affected items; and replace them at Seller’s expense. No substitution, used/refurbished material or change of approved source is permitted without prior written approval.

4. DAS Property.

4.1 Title to all property furnished to Seller by DAS or paid for by DAS shall remain with DAS. Seller shall not alter or use such property for any purpose or for any other Party other than that specified by DAS, without the prior written consent of DAS. If DAS agrees to pay Seller for acquisition of tooling and equipment, either separately or as a stated part of the unit price of Products purchased herein, title to the same shall pass to DAS upon (i) commencement of processing for use in performance of this Order, or (ii) DAS payment therefor, whichever occurs first.

4.2 Seller shall assume the risk of, and be responsible for, any loss, theft, destruction of or damage to DAS property while in Seller’s possession or control. If Seller damages any property, Seller shall be responsible for making repairs at no cost to DAS. Upon DAS’s written request to Seller for any property under this clause, if Seller cannot locate DAS property within five (5) days, Seller shall notify DAS that the item was not located, and Seller subsequently has twenty (20) days to find the misplaced property. After such period, if it has not been located, the property shall be deemed “lost” and at DAS’s election, Seller shall either reimburse DAS for the replacement and all related delay costs or remake the lost property at no cost to DAS.

4.3 DAS-owned tooling, fixtures, drawings and materials shall be segregated, conspicuously marked as DAS property, adequately insured and protected from liens, and not transferred or disposed of without DAS’s written approval. Upon request, DAS may recover such property promptly, including upon supplier default, subject to applicable law. Seller shall provide reasonable access and cooperation to transition manufacturing or services to DAS or its designee. Seller shall return all such property in a condition as good as when received except for reasonable wear and tear. Seller shall establish and maintain a property control system approved by DAS. At all times, DAS shall have access to Seller’s facilities for the purpose of reviewing its compliance with the management of DAS property related to this Order.

5. Inspection and Rejection of Nonconforming Products.

DAS and, if designated in the Order, its commercial customer may inspect and evaluate the Products at reasonable times, including at Seller’s premises on reasonable notice. DAS, at its sole option, may reject all or any portion of the Products if it determines the Products are nonconforming or defective. “Acceptance” means DAS’s affirmative written acceptance following verification of conformity; receipt, use, payment, inspection, or failure promptly to reject shall not constitute Acceptance. Notwithstanding any prior Acceptance, DAS may reject or require prompt correction of any Products which are, in DAS’s judgment, defective in material or workmanship or otherwise fail to meet the drawings, designs, statement of work, specifications or other technical documents, or other requirements of this Order. If DAS rejects any portion of the Products, DAS has the right, effective upon written notice to Seller, to: (a) rescind this Agreement or Order in its entirety; (b) accept the Products at a reasonably reduced price; or (c) reject the Products and require replacement of the rejected Products. If DAS requires replacement of the Products, Seller shall, at its expense, within five (5) days replace the nonconforming or defective Products and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective Products and the delivery of replacement Products. If Seller fails to timely deliver or perform replacement Products, DAS may replace them with Products from a third party and charge Seller the cost thereof and terminate this Agreement for cause pursuant to Section 19 (Termination). No inspection or other action by DAS under this Section shall reduce or otherwise affect Seller's obligations under the Agreement including but not limited to warranty claims, and DAS shall have the right to conduct further inspections after Seller has carried out its remedial actions.

6. Price.

The price of the Goods and Services is the price stated in the Order (the "Price"). Unless otherwise specified in the Order, the Price includes all costs of performance, labor, materials, packaging, transportation costs to the Delivery Location, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes (collectively “Taxes”) unless Taxes are expressly itemized in the Order. No increase in the Price is effective, whether due to increased material, labor, or transportation costs or otherwise, without the prior written consent of DAS. If no price is included in the Order, Seller shall not begin chargeable performance without written authorization from DAS.

7. Invoicing and Payment Terms.

Seller shall invoice DAS only after delivery and Acceptance of conforming Goods or completion and Acceptance of the applicable Services or milestone, with reasonable supporting detail and the Order Number. DAS shall pay undisputed and properly invoiced amounts due to Seller within forty-five (45) days after receipt of a correct invoice (the “Due Date”). DAS may withhold amounts disputed in good faith, without interest or suspension of performance, and may set off amounts owed by Seller under this or any other agreement. Payment does not constitute Acceptance, waiver or acknowledgment of conformity. All payments hereunder must be in US dollars. In the event of a payment dispute, DAS shall deliver a written statement to Seller no later than the Due Date listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in this Section 7. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall submit final invoices within one hundred eighty (180) days after completion or termination; late claims are waived to the extent permitted by law, except amounts DAS expressly agreed in writing to defer. Seller shall continue performing its obligations under this Agreement notwithstanding any such dispute.

7.1 Expenses. Seller bears its own travel, lodging and incidental expenses unless an authorized DAS representative approves reimbursement in writing before they are incurred. Approved expenses must be reasonable, documented and consistent with DAS policies furnished to Seller.

8. Seller's Obligations Regarding Services.

1. Seller shall:

a. before commencing performance under the Order, obtain, and at all times during the term of this Agreement, maintain, all necessary licenses and consents and comply with all relevant laws applicable to the manufacture, supply, delivery, or performance of the Products;

b. comply with all rules, regulations, and policies of DAS, including security procedures concerning systems and data and remote access thereto, building security procedures, including the restriction of access by DAS to certain areas of its premises or systems for security reasons, and general health and safety practices and procedures;

c. maintain complete and accurate records relating to the Products supplied or performed under this Agreement. If the Services are being provided on a time and materials basis, then such records shall include the time spent and materials used by Seller in providing the Services in such form as DAS shall approve. During the term of this Agreement and for a period of one (1) year thereafter, upon DAS's written request, Seller shall allow DAS to inspect and make copies of such records and interview Seller personnel in connection with the Products supplied or performed;

d. obtain DAS's written consent, which may be given or withheld in DAS's sole discretion, prior to entering into agreements with or otherwise engaging any person or entity, including all subcontractors and affiliates of Seller, other than Seller's employees, to provide any Products to DAS (each such approved subcontractor or other third party, a "Permitted Subcontractor"). DAS's approval shall not relieve Seller of its obligations under the Agreement, and Seller shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Seller's own employees. Nothing contained in this Agreement shall create any contractual relationship between DAS and any Seller subcontractor or supplier;

e. require each Permitted Subcontractor to be bound in writing by the applicable confidentiality, intellectual property, assignment, compliance and quality obligations set forth in this Agreement, and, upon DAS's written request, to enter into a non-disclosure or intellectual property assignment or license agreement in a form that is reasonably satisfactory to DAS;

f. ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of the Seller, are properly licensed, certified, or accredited as required by applicable law and are suitably skilled, experienced and qualified to manufacture, supply, deliver, or perform of the Products;

g. ensure that all of its equipment used in the manufacture, supply, delivery, or performance the Products is in good working order and suitable for the purposes for which it is used, and conforms to all relevant legal standards and standards specified by DAS; and

h. keep and maintain any DAS equipment in its possession in good working order and shall not dispose of or use such equipment other than in accordance with DAS's written instructions or authorization.

9. Change Orders.

DAS may at any time, direct changes within the general scope of Goods or Services, including design, quantities, quality requirements, delivery, place of performance and methods of shipment or inspection (each a "Change Order"). Seller shall promptly proceed with changes not reasonably requiring an unresolved price or schedule adjustment and shall submit a fully supported request for any adjustment within ten (10) days of receipt of a Change Order. No adjustment is effective without DAS’s written approval; Seller shall not suspend unaffected work while any adjustment is negotiated. Seller-initiated changes, substitutions and deviations require advance written approval. Only an authorized DAS purchasing representative may issue a binding written Change Order. Seller acknowledges that a Change Order may or may not entitle Seller to an adjustment in the Seller's compensation or the performance deadlines under this Agreement.

10. Warranties.

10.1 Goods Warranty. Seller warrants to DAS that for a period of twelve (12) months after DAS’s Acceptance of each Good (or such other warranty period expressly provided in the Order) that all Goods will: (i) be free from any defects in workmanship, material, and design; (ii) conform to applicable specifications, drawings, designs, samples, and other requirements set forth in the Order and any attachments or schedules thereto; (iii) be fit for their intended purpose and operate as intended; (iv) be merchantable; (v) be free and clear of all liens, security interests or other encumbrances; and (vi) not infringe or misappropriate any third party's patent or other intellectual property rights. These warranties survive any delivery, inspection, Acceptance, and payment, extend to DAS, its successors, assigns and customers, and recommence for corrected or replacement Goods for twelve (12) months after re-Acceptance or the remaining original warranty period, whichever is longer.

10.2 Service Warranty. Seller warrants to DAS that it shall perform the Services: (vii) conform to applicable specifications, drawings, designs, samples, and other requirements set forth in the Order and any attachments or schedules thereto; (viii) using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner; (ix) in accordance with generally recognized industry standards for similar Services; and (x) shall devote adequate resources to meet its obligations under this Agreement.

10.3 The warranties set forth in this Section 10 are cumulative and in addition to all other rights and warranties provided in this Agreement and by law or equity. To the maximum extent permitted by applicable law, any contractual limitation period for claims arising from latent defects or breaches of warranty shall commence upon DAS's discovery of the applicable nonconformity. If DAS gives Seller notice of noncompliance pursuant to this Section, Seller shall, at its own cost and expense, within ten (10) days after receipt of DAS's notice, or such shorter period as reasonably required to prevent interruption of DAS's operations, (xi) replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming Goods to Seller and the delivery of repaired or replacement Goods to DAS, and, if applicable, (xii) repair or re-perform the applicable Services. If repair, replacement, or re-performance of the Good(s) or Service(s) or both is not timely, DAS may elect to return, repair, replace, or re-procure the non-conforming Product(s) at Seller’s expense. Any corrected, replaced, or repaired Product(s) or re-performed Service(s) shall be subject to the provisions of this Clause. Should DAS’s customer require acceptance of the Good(s) or Service(s) or both not conforming to this warranty, the Parties will mutually agree on consideration to DAS, including but not limited to a refund or equitable reduction in price. If Seller fails to act promptly or urgent action is reasonably required, DAS may obtain substitute performance and recover reasonable costs.

11. General Indemnification.

Seller shall defend, indemnify and hold harmless DAS, its affiliates, customers, successors and assigns and their respective directors, officers, shareholders, agents, and employees (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") arising out of or occurring in connection with Seller’s or its subcontractors’ (a) negligence or willful misconduct; (b) breach of this Agreement or applicable law; (c) defective or nonconforming Goods or Services; or (d) injury, death or property damage caused by performance. DAS shall give reasonably prompt notice, provided late notice reduces Seller’s obligations only to the extent materially prejudiced. Seller shall not enter into any settlement without DAS's prior written consent. DAS shall have the right to participate in the defense of any such claim, demand, or suit with counsel of its choosing at DAS’s expense. If Seller fails to indemnify, defend, and hold harmless DAS as provided in this clause, then Seller shall pay for any damages attorney’s fees, and any other fees, costs, and expenses that may be incurred by DAS in the prosecution of any action to enforce the provisions of this clause.

12. Intellectual Property Rights

12.1 “Background Intellectual Property” means Intellectual Property that is (i) in existence prior to the effective date of this Order or (ii) is designed, developed, or licensed by a Party after the effective date of this Order independently of both (A) the Work undertaken or in connection with this Order and (B) the Proprietary Information and Intellectual Property of the other Party to this Order.

12.2 “Deliverable” means all items, designs, prototypes, drawings, reports, specifications, software, source code, technical data, documentation, inventions, developments, work product and other results expressly required by an Order or specially created, developed or paid for by DAS in performing an Order, including intermediate versions and underlying design/manufacturing documentation reasonably necessary for DAS to use the Deliverables. Standard catalog Goods sold without separately funded development are not deemed assigned to DAS solely because they are purchased.

12.3 “Developed Intellectual Property” means all Intellectual Property conceived, created, acquired, authored, discovered, first reduced to practice or developed by Seller or its personnel in performing the Order, alone or jointly with DAS, other than independently developed Background Intellectual Property.

12.4 “Intellectual Property” or “IP” means ideas, inventions, information, works of authorship, and symbols, names, images, and designs embodied in for example, Technical Data, designs, computer software, source and object code, firmware, algorithms, mask works, computer models, Data, drawings, formulae, specifications, diagrams, processes, know-how, procedures, documentation, works of authorship, trade secrets, patents, copyrights and technology, and all legal rights therein and derivative works thereto.

12.5 As between DAS and Seller, DAS exclusively owns, upon creation, all Deliverables and Developed Intellectual Property conceived, created, developed, or first reduced to practice in connection with Seller's performance of the Order, excluding Seller's Background Intellectual Property, including all worldwide patent, copyright, trade secret and other intellectual property rights, regardless of whether the full contract price has yet been paid. To the extent copyrightable material qualifies, it is specially commissioned work made for hire to the maximum extent permitted by law. To the extent not a work made for hire or automatically vested, Seller hereby irrevocably assigns to DAS all right, title and interest in such Deliverables and Developed Intellectual Property without additional consideration. Seller shall secure written assignments and permissible moral-rights waivers from employees and subcontractors, provide reasonable invention disclosures and further assurances, and execute documents to perfect DAS’s rights. Seller retains ownership of its Background Intellectual Property only as expressly provided below. No joint ownership, implied license-back or right to use DAS-owned IP arises absent a separately signed writing.

12.6 Seller grants DAS and its affiliates, successors, assigns, customers, distributors, manufacturers and service providers a perpetual, irrevocable, worldwide, nonexclusive, transferable, sublicensable, fully paid-up, royalty-free license under Seller’s Background Intellectual Property incorporated in, necessary to use, maintain, repair, modify, support, manufacture, reproduce, distribute, sell, offer for sale, import or otherwise commercially exploit the Goods or Deliverables and products incorporating them, including the right to engage alternative sources. Such license does not grant rights to unrelated Seller Background Intellectual Property. Seller shall not incorporate third-party materials, open-source software with source-disclosure or copyleft obligations, or technology subject to restrictions inconsistent with DAS’s intended commercial exploitation without DAS’s advance written consent and delivery of applicable terms. Seller shall procure at its expense all third-party rights necessary to grant DAS equivalent rights and shall deliver complete and usable source files, editable drawings, build materials, and technical documentation for specially developed Deliverables identified in the Order. Seller shall not assert any lien or withhold DAS-owned IP or paid-for Deliverables due to a payment dispute.

12.7 The obligations and rights in this Clause 12 shall survive expiration, termination and completion of the Order. Seller shall not use, disclose, sell, license, manufacture for others or otherwise exploit any DAS-owned Developed Intellectual Property or Deliverable without DAS’s prior written consent.

13. Intellectual Property Infringement Warranty and Indemnification.

13.1 Seller warrants that the performance of Seller under this Order, including any Services provided by Seller to DAS, and the sale, use, or incorporation into manufactured Products of all machines, devices, material, software, and firmware which are not of DAS’s design, composition, or manufacture shall be free and clear of infringement of any valid patent, copyright, trademark, mask works, or other proprietary rights.

13.2 Seller shall, at its expense, defend, indemnify, and hold harmless DAS and any Indemnitee against any and all Losses arising out of or in connection with any claim that the Goods, Services, Deliverables or DAS's or Indemnitee's authorized use, manufacture, modification, distribution or commercialization thereof infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party (“Infringement Claims”). Seller’s obligation excludes claims solely and directly caused by a DAS-directed design furnished to Seller without Seller contribution, or a modification made by DAS that is not reasonably contemplated by the Order, but only to the extent the claim would not otherwise have arisen. In no event shall Seller enter into any settlement without DAS's or Indemnitee's prior written consent. DAS and/or its customer will duly notify Seller of any such Infringement Claim and Seller will, at its own expense, fully defend such Infringement Claim on behalf of the Indemnitees.

13.3 If an Infringement Claim is made or threatened, Seller shall, at its expense and without interruption to DAS operations, (1) procure a perpetual right for DAS and its customers to continue the intended use; (2) replace or modify affected items with functionally equivalent non-infringing items acceptable to DAS without degradation; or (3) if neither is commercially practicable, refund all amounts paid for affected items and reimburse reasonable transition, replacement and removal costs, without limiting other remedies.

14. Limitation of Liability.

Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall exclude or limit (a) either party’s liability under this Agreement; or (b) either party’s liability for fraud, personal injury or death caused by its negligence or willful misconduct.

15. Insurance.

During the term of this Agreement, Seller shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $2,000,000.00 with financially sound and reputable insurers. Seller shall also maintain workers' compensation insurance as required by applicable law and employer's liability insurance with limits of not less than $1,000,000. DAS shall be named as an additional insured under Seller's commercial general liability policy with respect to liabilities arising from Seller's performance under this Agreement. Upon DAS's request, Seller shall provide DAS with a certificate of insurance from Seller's insurer evidencing the insurance coverage specified in these Terms. To the extent permitted by law, Seller shall cause its applicable insurers to waive rights of subrogation against DAS, its affiliates, and their respective officers, directors, employees, and agents with respect to liabilities arising out of or relating to this Agreement.

16. Compliance with Law.

Seller shall comply with all applicable laws, regulations, and ordinances. Seller shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Seller shall comply with all export and import laws of all countries involved in the performance of this Agreement. Seller assumes all responsibility for shipments of Goods requiring any government import clearance. DAS may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

17. Subcontract Deliverables.

Seller shall deliver the Deliverables and technical materials specified in the Order by the required milestones, in complete, accurate, usable and editable formats reasonably requested by DAS. Seller shall identify any authorized third-party or Background Intellectual Property and applicable license terms before delivery, and shall not place restrictive legends or license terms on DAS-owned Deliverables. On request, Seller shall promptly correct incomplete, inaccurate or unauthorized markings at its expense. Acceptance or payment does not waive DAS’s ownership, license, warranty or correction rights. Seller shall maintain configuration and revision records sufficient to permit DAS to use and maintain the delivered items. This Clause 17 shall survive termination or completion of this Order.

18. Anti-Corruption Compliance.

The U.S. Foreign Corrupt Practices Act ("FCPA") and similar anti-corruption and anti-bribery laws in other countries generally prohibit making, promising, or offering payments or gifts to government officials to obtain or retain business or to secure any improper business advantage. Seller will comply with the FCPA and will not offer or make any payments or provide anything of value to a government official to influence an official action that awards business, retains business or secures an improper business advantage in connection with the Products. In the event of an alleged breach of the anti-corruption obligations, Seller shall cooperate in good faith with DAS to determine whether an alleged breach occurred. In such case, Seller shall furnish to DAS all information requested to establish compliance with DAS and its parent company’s anti-corruption obligations. Seller shall require that its subcontractors, consultants, sales representatives, agents, or other similar parties who are retained directly or indirectly to represent Seller in its business dealings with DAS also adhere to the provisions of this Section.

19. Termination.

19.1 Events of Termination. DAS may terminate this Agreement or any Order with immediate effect upon written notice to Seller:

a. either before or after the acceptance of the Goods or the Seller's delivery of the Services, if Seller has not performed or complied with any of these Terms, in whole or in part;

b. if the Seller becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors; or

c. at DAS’s convenience, in whole or in part by giving written notice to Seller.

19.2 Upon Termination. Upon termination of this Agreement or any Order:

a. Termination for Convenience. If DAS terminates for convenience, Seller shall be entitled solely to payment for (i) conforming Goods delivered and Accepted by DAS prior to the effective date of termination; (ii) Services satisfactorily performed through the effective date of termination; and (iii) reasonable, documented, and unavoidable costs directly incurred by Seller for authorized work in process prior to termination, to the extent such costs cannot reasonably be mitigated or recovered. Seller shall not be entitled to anticipated profits, unabsorbed overhead, cancellation penalties, or compensation for Goods or Services not performed. In no event shall DAS's total liability exceed the unpaid balance of the terminated portion of the Order.

b. Termination for Default. If DAS terminates for Seller's default, DAS shall be obligated to pay only for conforming Goods or Services delivered or performed and Accepted by DAS, subject to DAS's rights of setoff, damages, and other remedies under this Agreement. Seller shall not be entitled to payment for incomplete milestones, unaccepted Products, anticipated profits, or costs arising from such termination.

c. Seller's Obligations. Upon receipt of a termination notice, Seller shall immediately discontinue the terminated work, minimize additional costs, protect and deliver DAS-owned property and Deliverables, and reasonably cooperate with DAS in transitioning the terminated work to DAS or its designee.

19.3 Transition Assistance. Upon termination of this Agreement or any Order, or in the event of Seller's material failure to meet its delivery or performance obligations, Seller shall reasonably cooperate with DAS to facilitate an orderly transition of the affected Goods or Services to DAS or an alternative supplier designated by DAS. Such cooperation shall include providing reasonably available manufacturing and technical documentation, production status information, work-in-process details, and DAS-owned property and Deliverables necessary to facilitate continued performance. Any disclosure or use of Seller's Background Intellectual Property shall be subject to the rights and licenses granted to DAS under Section 12 (Intellectual Property Rights). Seller shall not withhold DAS-owned property or Deliverables due to any payment dispute. This Section shall survive termination or expiration of the Agreement.

20. Confidential Information.

Seller shall protect all non-public, confidential or proprietary information disclosed by or on behalf of DAS, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by DAS to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" and other information reasonably understood to be confidential (collectively “Confidential Information”). Seller shall use it solely to perform the Order, disclose it only to personnel and approved subcontractors with a need to know under written confidentiality obligations, and protect it using at least reasonable care. Seller shall promptly notify DAS in writing upon becoming aware of any actual or reasonably suspected unauthorized access to, use, or disclosure of Confidential Information and shall reasonably cooperate with DAS in investigating, mitigating, and remediating such incident, at Seller's expense to the extent caused by Seller or its personnel or subcontractors. Seller shall not upload, input, disclose, or otherwise make available any Confidential Information to any public or third-party artificial intelligence system or service without DAS's prior written consent. Upon DAS's request or termination, Seller shall promptly return or securely destroy all DAS Confidential Information. DAS shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain without breach; (b) known to Seller at the time of disclosure without restriction; or (c) rightfully obtained by Seller on a non-confidential basis from a third party. Seller's confidentiality and restricted-use obligations under this Section shall continue during the term of the Agreement and for five (5) years thereafter; provided that such obligations with respect to trade secrets shall continue for so long as such information qualifies for trade secret protection under applicable law.

21. Force Majeure.

Neither party shall be liable to the other for any delay or failure in performing its obligations under this Agreement to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party's fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable ("Force Majeure Event"). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strike, embargoes, or industrial disturbances. Seller's economic hardship or changes in market conditions are not considered Force Majeure Events. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under this Agreement. If a Force Majeure Event prevents Seller from carrying out its obligations under this Agreement for a continuous period of more than thirty (30) days, DAS may terminate this Agreement immediately by giving written notice to Seller.

22. Assignment.

Seller shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of DAS. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. DAS may at any time assign or transfer any or all of its rights or obligations under this Agreement without Seller's prior written consent to any affiliate or to any person acquiring all or substantially all of DAS's assets.

23. Disputes.

Any dispute arising under or in connection with this Order with respect to the rights, duties, or obligations of the Parties shall be submitted in writing for resolution to ascending levels of management of the respective Parties. If a dispute cannot be resolved to both Parties’ mutual satisfaction, after good faith negotiations, within ninety (90) days from the date the written claim is received by the other Party, or such additional time as the Parties agree upon in writing, either Party may bring suit only in the state or federal court located in the State of Maryland. Seller consents to personal jurisdiction for this purpose in the State of Maryland. Pending any prosecution, appeal, or final decision referred to in this clause, or the settlement of any dispute arising under this Order, both Parties shall proceed diligently with their respective obligations under this Order. To the maximum extent permitted by law, the Parties waive any right to a jury trial. Notwithstanding the foregoing, either Party may seek temporary, preliminary, or other equitable relief from a court of competent jurisdiction at any time to prevent or remedy actual or threatened irreparable harm, without first completing the dispute escalation procedures. In no event shall DAS be liable for anticipated profits, incidental or consequential damages. DAS’s liability on any claim, of any kind and for any loss or damage arising out of, connected with or resulting from this Order, or from the performance or breach thereof shall, in no case, exceed the price allocable to the Goods and/or Services, or unit thereof, which gives rise to the claim. DAS shall not be liable for penalties of any description. Any action resulting from any breach on the part of DAS as to the Goods and/or Services delivered hereunder must commence within one year after the cause of action has accrued.

24. Release of Information.

Except as required by law, Seller shall not release to anyone outside Seller’s organization any information, or confirmation or denial of same, with respect to this Order or the subject matter hereof without the prior written approval of DAS. Requests for approval shall be made at least fifteen (15) days before the proposed date for release and shall identify the specific information to be released, the medium to be used, and the purpose for the release. Additionally, Seller shall not use the name “Defense Architecture Systems” or any other DAS trade name, any Products, parts thereof or replicas of Products, or in any other way identify DAS in any advertisement, display, news release, or other disclosure without DAS’s prior written consent. The Parties agree that in the event a news release is so approved and made, such news will recognize DAS and Seller. No rights to use DAS’s name, logo, trademarks or customer names are granted, and Seller shall not publicize the relationship, disclose the existence or terms of an Order, or photograph or display DAS Products without written approval, except as required by law.

Seller shall impose protections substantially equivalent to this Section upon its approved subcontractors and shall remain responsible for their compliance. Seller shall obtain DAS’s prior written approval of any proposed public release identifying DAS, its customers, programs, Products or the relationship.

25. Relationship of the Parties.

The relationship of Seller to DAS shall be that of an independent contractor and nothing herein contained shall be construed as creating any employer/employee, agency, or other relationship of any kind. Seller’s employees, agents and/or representatives (hereinafter “Employees”) performing under this Order shall at all times be under Seller’s direction and control and Seller shall so inform them. Seller shall pay all wages, salaries, and other amounts due its Employees in connection with this Order and shall be responsible for all reports and obligations for its Employees, including, but not limited to, social security and income tax withholdings, unemployment compensation, worker’s compensation, and equal employment opportunity reporting. Under no circumstance shall Seller be deemed an agent or representative of DAS or authorized to commit DAS in any way.

26. Stop Work Order.

DAS may, at any time, by written notification to Seller, require Seller to stop all, or any part of the work called for by this Order for a period of ninety (90) days after the written notification is delivered to Seller, and for any further period to which the Parties may agree. The notification shall be specifically identified as a Stop-Work Order (SWO) issued under this clause. Upon receipt of the SWO, Seller shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the SWO during the period of work stoppage. Within a period of ninety (90) days after a SWO is delivered to Seller, or within any extension of that period to which the Parties shall have agreed, DAS shall either (1) cancel the SWO or (2) terminate the work covered by the SWO as provided for in the applicable termination clause contained herein.

If a SWO issued under this clause is canceled or the period of that SWO or any extension thereof expires, Seller shall resume work. DAS shall make an equitable adjustment in the delivery schedule or Order price, or both, and this Order shall be modified in writing accordingly if (1) the SWO results in an increase in the time required for, or in Seller’s cost properly allocable to, the performance of any part of this Order; and (2) Seller asserts its rights to the adjustment within twenty (20) days after the end of the period of work stoppage.

If a Stop-Work Order is not canceled and the affected work is terminated for DAS's convenience, Seller may recover reasonable, documented, and unavoidable costs directly resulting from the Stop-Work Order, subject to Section 19.2(a). If the affected work is terminated due to Seller's default, Seller shall not be entitled to recover costs arising from the Stop-Work Order, except to the extent such costs were directly caused by DAS and are otherwise expressly recoverable under this Agreement.

27. Miscellaneous Provisions.

A failure or delay of either party to this Agreement to enforce any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions. In the event that any provision of this Agreement shall be held to be invalid, the remaining provisions of this Agreement shall be unimpaired, and the invalid provisions shall be replaced by a mutually acceptable provision. No modification of this Agreement shall be binding unless signed by the parties. The parties agree that where the context of any provision indicates an intent that it shall survive the termination of this Agreement, then it shall so survive. This Agreement shall not create, or in any way be interpreted as a joint venture, partnership, or formal business organization of any kind. Nothing in this Agreement shall be interpreted as granting either party the right to make commitments of any kind for the other party. Under no circumstances shall any personnel of either party be considered to be an employee or agent of the other party. Except for the Indemnitees and other persons expressly granted rights or protections under this Agreement, there are no intended third-party beneficiaries of any provision of this Agreement. Seller acknowledges that any actual or threatened breach of its obligations concerning DAS Confidential Information, intellectual property, or DAS-owned property may cause irreparable harm for which monetary damages may be inadequate. Accordingly, DAS shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity, without the necessity of posting a bond to the extent permitted by applicable law. This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior discussions, agreements, and representations, whether oral or written and whether or not executed by the parties. This Agreement may be signed in multiple counterparts and delivered by electronic means. All notices required hereunder shall be in writing and transmitted to the address for each party set forth on the Order. Notices shall be effective upon the date of confirmed delivery or at such time as delivery is refused by addressee upon presentation. The headings in this Agreement are for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any of its provisions. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, the singular shall include the plural, and vice versa, as the context may require. This Agreement shall be governed by the laws of the state of Maryland without regard to its conflict of laws provisions. The parties hereby consent to suit in, and to the personal jurisdiction of the federal and state courts located in Maryland with respect to any matter arising out of this Agreement. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Order.