‍TERMS OF AGREEMENT

1. AGREEMENT
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The purchase order, together with these terms and conditions (“Ts&Cs”), and any attachments and exhibits, specifications, drawings, notes, instructions, and other information, whether physically attached or incorporated by reference (collectively the “Purchase Order” or “PO”),constitutes the entire and exclusive agreement between the Kyocera-SLD Laser, Inc. company (“KSLD”) and a supplier (the “Supplier”) identified in the Purchase Order. KSLD’s submission of the Purchase Order is conditioned on Supplier’s agreement that any terms different from or in addition to the terms of the Purchase Order, whether communicated orally or contained in any purchase order confirmation, invoice, acknowledgement, release, acceptance, or other written correspondence, irrespective of the timing, shall not form a part of the Purchase Order, even if Supplier purports to condition its acceptance of the Purchase Order on KSLD’s agreement to such different or additional terms. Supplier’s electronic acceptance, acknowledgement of the Purchase Order, or commencement of performance constitutes Supplier’s acceptance of these terms and conditions. The Purchase Order does not constitute a firm offer within the meaning of Section 2205 of the California Commercial Code and may be revoked at any time prior to acceptance. Notwithstanding the foregoing, if a master agreement covering procurement of the Work described in the Purchase Order exists between Supplier and KSLD, the terms of such master agreement shall prevail over any inconsistent terms herein. A contract is formed when KSLD issues a PO to the Supplier and no written rejection notice of the Purchase Order is received by KSLD from the Supplier within seven (7) calendar days following the issuance of the Purchase Order or the Supplier immediately executes the contract.
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2. DEFINITIONS
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2.1 “Deliverables” means the deliverables specified in the Purchase Order (and any Statement of Work) to be delivered on or before the Delivery Date.
2.2 “Delivery Date” means the date or dates specified in the Purchase Order by which the Supplier is required to deliver the Work.
2.3 “Harmful Code” means any software intentionally designed to either:
A. disrupt, disable, harm, or impede operation;
B. impair operation based on the lapse of time, including but not limited to viruses, worms, time bombs, time locks, drop-dead devices,access codes, security keys, back doors, or trap door devices.
2.4 “Intellectual Property Rights” means any and all tangible and intangible:
A. copyrights and other rights associated with works of authorship throughout the world, including but not limited to copyrights,neighboring rights, moral rights, and mask works, and all derivative works thereof;
B. trademark and trade name rights and similar rights;
C. trade secret rights;
D. Patents (including any and all invention ideas), designs, algorithms, utility models, and other industrial property rights, and all
improvements thereto;
E. all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise;
F. all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force (including any rights in any of the foregoing);
2.5 “Preexisting Materials” means any Intellectual Property Rights or tangible personal property of Supplier or KSLD created before the date of the Purchase Order or outside the scope of the Purchase Order.
2.6 “Products” means tangible goods specified in the Purchase Order to be delivered on or before the Delivery Date.
2.7 “Services” means the services that Supplier is to perform for KSLD specified in the Purchase Order.
2.8 “Statement of Work” or “SOW” means the document specifying, without limitation, the scope, objective, and time frame of the Work that Supplier will perform for KSLD
2.9 “Subcontractor” means a third-party performing Work under an agreement (a “Subcontract”) with Supplier.
2.10 “Supplier Personnel” means Supplier’s employees, consultants, agents, independent contractors and Subcontractors performing Work under the Supplier.
2.11 “Third Party Intellectual Property” means the Intellectual Property Rights of a third party which Supplier uses or incorporates into the Work.
2.12 “Work” means the Deliverables, Products and Services specified in the Purchase Order, including any SOW.
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3. DOCUMENTATION & MISCELLANEOUS
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3.1 All notices and other communications required or contemplated in the Purchase Order must be written and signed by an authorized representative of the party providing such notice and addressed to the party at the address stated in the front of the Purchase Order.
3.2 If there is a conflict between or among the Purchase Order and any documents attached to and incorporated by reference, the conflict will be resolved as follows:
A. a conflict between the terms of the Purchase Order and those set forth in an exhibit or hyperlink to the purchase order will be resolved in favor of the Purchase Order;
B. a conflict between the terms of the Purchase Order and those set forth in an SOW will be resolved in favor of the SOW;
C. a conflict between the terms of an exhibit or hyperlink and those set forth in an SOW will be resolved in favor of the SOW.
3.3 If any court of competent jurisdiction holds that any provision of the Purchase Order is illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of the Purchase Order will not be affected or impaired, and all remaining terms of the Purchase Order remain in full force and effect, provided that this provision shall not be applied to defeat the intent of the parties.
3.4 A party’s election not to insist on strict performance of any requirement of the Purchase Order will not operate or be construed to waive any future omission or breach, or any other provision of the Purchase Order
3.5 For the avoidance of doubt, the Ts&Cs constitute the entire understanding between the Parties and supersede any prior or contemporaneous understandings, agreements, discussions and understandings between the Parties relating to the provision by Supplier of Deliverables, Products and Services to KSLD. The Ts&Cs shall not be modified, supplemented, qualified or interpreted by any trade usage or prior course of dealing. No amendment, modification, or waiver of any part of the Ts&Cs shall be effective unless in a mutually signed writing.
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4. DELIVERY
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4.1 Time is of the essence in Supplier’s performance of its obligations under the Purchase Order. Supplier will immediately notify KSLD if Supplier’s timely performance under the Purchase Order is delayed or is likely to be delayed. KSLD’s acceptance of Supplier’s notice will not constitute KSLD’s waiver of any of Supplier’s obligations and it shall in no way affect KSLD’s right to require such performance at any time thereafter.
4.2 Supplier will preserve, pack, package, and handle the Deliverables and Products so as to protect the Deliverables and Products from loss or damage and in accordance with best commercial practices and with the specifications KSLD may provide. Without limiting the foregoing, Supplier shall observe the requirements of any local laws and regulations relating to hazardous work, including, without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage and disposal. The Supplier shall be held accountable for any Deliverables and Products loss or damage (i.e., damages caused during shipping and storage, penalties and fees caused by laws and regulations violations, etc.) caused by the Supplier’s negligence in relation to or failure to comply with the requirements listed in the Purchase Order.
4.3 Unless KSLD expressly instructs otherwise, Supplier will deliver all Work to the address set forth in the Purchase Order in accordance with the Incoterm® rule stated in the Purchase Order. Risk of loss for the Deliverables and Products shall be transferred to KSLD in accordance with the Incoterms® trade terms set forth in the Purchase Order. Unless otherwise specified, title to Work passes from the Supplier to KSLD at the same time as the risk of loss or damage to Products passes from the Supplier to KSLD.
4.4 Supplier shall not be liable for any delays or failure to perform due to causes or events beyond Supplier’s unforeseeable control provided that such delay or failure to perform is a force majeure consisting of an act of God, a labor strike, war or acts of terrorism, fire, explosion, earthquake, governmental act, global epidemic, pandemic, or regulatory changes not caused by Supplier and out of Supplier’s control. Provided, in case of a force majeure delay lasting more than one (1) month, KSLD shall have the right to terminate the Purchase Order and the termination terms shall be those described in the applicable Section of these T&Cs

5. PRICE & PAYMENTS
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5.1 The payment owed by KSLD to the supplier may be broken down in multiple milestones and the supplier shall be responsible for providing adequate documentation and/or evidence to demonstrate the successful completion of a given milestone in accordance with the written acceptance criteria mutually agreed between KSLD and the Supplier as described in Section 7. The payment milestones shall be mutually agreed in writing by KSLD and the Supplier and shall be referenced in the SOW, Purchase Order or a separate document issued with the Purchase Order.
5.2 The mutually agreed Incoterm® rule which is stated in the Purchase Order shall be the basis for determining whether the Supplier or KSLD is responsible for the cost of any value added taxes, sales taxes and other charges such as shipping and delivery charges, duties, tax withholdings, customs, tariffs, imposts and government-imposed surcharges which are levied on Supplier or on KSLD in connection with the execution of the Work. Supplier will, unless otherwise approved by KSLD in writing, break-out from the price all such taxes and other charges, in its invoices. Supplier shall use its best efforts to assist KSLD in all legal efforts to minimize the taxes resulting from the performance of the Purchase Order.
5.3 Unless otherwise set forth in the Purchase Order, KSLD will pay Supplier undisputed amounts in accordance with a net 45-day payment term from KSLD’s receipt of a properly prepared invoice, provided that such invoice follows the mutually agreed milestones or delivery schedule. Payment will be in the currency referenced in the PO and if not referenced, the currency will be in U.S. dollars.
5.4 In the event that these Ts&Cs or any Purchase Order shall be translated for any reason, the English version will govern
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6. OWNERSHIP & LICENSE
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6.1 Unless otherwise specified in a SOW and except as provided in this Section, KSLD is the sole and exclusive owner of all Work (including Deliverables, Products, or Services) executed under the Purchase Order and Supplier hereby irrevocably and perpetually assigns and transfers to KSLD all of its worldwide rights and title to, and interest in, the Work.
6.2 Unless otherwise specified, each party owns all right, title, and interest in and to any of its Preexisting Materials. Supplier hereby grants KSLD a perpetual, irrevocable, worldwide, transferable, royalty-free, nonexclusive license, with the right to sublicense and authorize the granting of sublicenses, to use and reproduce Supplier’s Preexisting Materials embodied in the Work, including all associated Intellectual Property Rights, to the extent necessary for KSLD’s use, operation, maintenance, modification, improvement, sale, offer for sale, or make or have manufactured, sold, offered for sale distributed, modified, improved and any other exploitation of its rights in the Work.
6.3 Unless otherwise specified in an SOW, Supplier will obtain and assign to KSLD a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sub-licensable license to use, solely with the Work purchased from or supplied by Supplier, all Third Party Intellectual Property Rights and any and all useful or necessary technology rights incorporated into the Work, required to exploit the Work in a manner consistent with Section 6.2 above. Supplier will deliver copies of the applicable licenses to KSLD tog
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7. INSPECTION & ACCEPTANCE
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7.1 The Purchase Order or SOW may include a detailed acceptance criteria which is a part of these Ts&Cs.
7.2 KSLD may reject any or all of the Work which does not conform to the applicable requirements (i.e., quality, specification, mutually agreed acceptance criteria and/or regulatory requirements) within the later of: 20 business days of Supplier’s delivery of the Work or 20 business days from the date the acceptance criteria are met, or 20 business days from the date the Work is placed in production. KSLD is committed to install or put into service the Work expeditiously and at Supplier request, KSLD can provide the anticipated installation schedule.
7.3 In case the Work does not conform to specification of fails the acceptance criteria, KSLD has the right to pursue one of the following course of actions: A. return the Work to Supplier for a refund or credit. KSLD will hold any Work rejected under the Purchase Order at Supplier’s risk and expense, including storage charges, while awaiting Supplier’s returns shipping instructions and a full refund for any payments previously made. Supplier will bear all return shipping charges, including without limitation, insurance charges KSLD incurs on Supplier’s behalf; B. require Supplier to replace or repair the non-conforming Work so that it meets the requirements; or C. as an alternative to “A” through “B”, KSLD may accept the non-conforming Work conditioned on Supplier providing a refund or credit in an amount KSLD reasonably determines to represent the diminished value of the non-conforming Work. Any payment to Supplier for Work prior to KSLD’s timely rejection of such Work as nonconforming will not be deemed an acceptance by KSLD.

8. CHANGES
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8.1 As used in this Section, “Change” means a change order KSLD directs or causes within the general scope of the Purchase Order, the applicable SOW or both.
8.2 KSLD, by written order (“Change Order”), may make Changes in accordance with this Section.
8.3 If Supplier asserts that KSLD has directed or caused a Change to the cost of or time for performance in a material manner for which KSLD has not issued a Change Order, Supplier will promptly notify KSLD in writing of the Change with at least the following information:
A. a detailed description of the action or inaction asserted to have caused the Change;
B. a detailed cost and time estimate of the equitable adjustment that would be required for Supplier to perform the Changed Work within 10 business days from the occurrence.
8.4 The parties shall negotiate an amendment to the applicable SOW to incorporate a Change Order providing for an equitable adjustment to the price, time for performance, or both.
8.5 Supplier shall proceed with the Changed Work as directed only after both KSLD and the Supplier have agreed with the request for a Change and have accepted all financial and schedule impacts caused by it. The requested Change and any impact to the PO shall be documented by a PO change order, a PO amendment or equivalent and that document shall become integral part of the original PO by KSLD to the Supplier.
8.6 In case Supplier proceeded with the Changed Work without obtaining prior formal and written authorization by KSLD, Supplier shall be held accountable for any financial and schedule impacts caused by it as if KSLD finally decided not to pursue the change. No Change shall bind either party unless it is in writing and signed by an authorized representative of Buyer and Seller and, if applicable, evidenced by a PO Change order, a PO amendment or the equivalent.

9. REPRESENTATIONS & WARRANTIES
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9.1 Supplier represents and warrants that:
A. it has the full power and authority to enter into the Purchase Order and to perform its obligations under the Purchase Order;
B. it has the right and unrestricted ability to assign the Work to KSLD including, without limitation, the right to assign any Work performed by Supplier Personnel and Subcontractors;
C. the Work, and KSLD’s use of the Work, do not and will not infringe upon any third party’s Intellectual Property Rights, right of publicity or privacy, or any other proprietary rights, whether contractual, statutory or common law enforceable in the United States, European Union, China, Taiwan, South Korea and Japan, or any other country where Supplier subsequently agrees in writing that Supplier can provide indemnification against third party’s Intellectual Property Rights;
D. it will not disclose to KSLD, bring onto KSLD's premises, or induce KSLD to use any confidential or proprietary information that belongs to anyone other than KSLD or Supplier; unless Supplier is authorized or licensed by the third party to do so;
E. software supplied by Supplier does not contain any Harmful Code;
F. in performing its obligations under the Purchase Order Supplier will comply in full with any US or international applicable laws and regulations;
G. it will not use or disclose any information that may identify an individual ("Personal Data") that is provided by or on behalf of KSLD, except to the extent necessary to perform under the Purchase Order. Notwithstanding the foregoing, if Supplier does provide KSLD with any Personal Data, Supplier represents and warrants that it has obtained the necessary consent to provide that Personal Data to KSLD;
H. it will support the Work at reasonable cost for at least ten (ten) years from the date of its acceptance by KSLD, including without limitation the supply of spare parts, and Supplier will provide at least 18 months advance written notice of their decision to end of life a product, and will fulfill any spare part or product orders placed with 12 months of such notice, and in the event of failure of any of the foregoing, Supplier will procure or facilitate KSLD’s procurement of a reliable and acceptable (according to KSLD) alternative source for such support and/or spare parts;
I. it will require KSLD’s written authorization prior to migrating to any new operating system or software because of obsolescence;
J. no Products contain or include components which:
a. contain polychlorinated biphenyls, or other chemical substances or any materials which violate any applicable US and international governmental policies or laws or regulatory policies or treaties or environmental regulations,
b. is manufactured using a cadmium plating or any other processes which use a chemical substance or mixture that is subject to are porting requirement under Section 8(e) of the Toxic Substances Control Act, 15 U.S.C. Section 2607(e), as in effect at time of shipment or manufactured using any materials derived from sources that have been or in violation of under any governmental policy or law or regulatory policy or law or treaties or manufactured using any sources subject to human rights violations, harassment, bullying, or other harmful or bad acts against human beings.
9.2 The warranties, representations, and obligations that expressly survive under the Purchase Order or that, by their nature or context, are intended to survive the termination or expiration of the Purchase Order, including, without limitation, the rights and obligations to the full extent of the laws for such warranties, representations, and obligations.  
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10. NO PARTNERSHIP OR EMPLOYEE RELATIONSHIP
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10.1 Independent Contractors: Nothing in the Purchase Order is intended, or shall be construed, to create a partnership, joint venture, or employer-employee relationship between the parties. Supplier has no authority to act on behalf of or to enter into any contract, incur any liability, or make any representation on behalf of KSLD. The Supplier and KSLD are independent contracting parties and nothing in Purchase Order make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other unless it is expressly provided in these terms and conditions.
10.2 Performance of Work: Except as otherwise expressly stated in an SOW, Supplier will secure all licenses and permits, and supply all tools and equipment, necessary to deliver the Work.
10.3 No Employee Relationship: Supplier will not be entitled to any of the benefits that KSLD may make available to its employees including, but not limited to, group health or life insurance, stock options, profit sharing, or retirement benefits.
10.4 Supplier’s Obligations: Supplier is solely responsible for all taxes and withholdings, severance and redundancy pay, benefits (including, without limitation, vacation, sick leave, holidays, pension or profit sharing contributions, stock options, etc.), and other similar obligations, whether statutory or otherwise, with respect to payments made by Supplier relating to the performance of all its work and its receipt offees under the Purchase Order.
10.5 Indemnification: In addition to any other indemnity obligations, Supplier will defend, indemnify, and hold KSLD harmless from any and all claims made by any person or any entity on account of an alleged failure to satisfy any obligation specified in this document.
10.6 Removal of Supplier Employees: At KSLD’s direction and for reasonable cause, Supplier will remove any Supplier Personnel or Subcontractor from performance of Services.

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11. ASSIGNMENT & SUBCONTRACTING
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11.1 Supplier may not assign any of its rights or delegate any of its obligations under the Purchase Order without KSLD’s prior written consent, which KSLD will not unreasonably withhold. KSLD may, at its option, void any attempted assignment or delegation undertaken without KSLD's prior written consent.
11.2 If KSLD consents to the use of a Subcontractor, Supplier will:
A. guarantee and will remain liable for the performance of all subcontracted obligations;
B. Ensure subcontractor complies with these terms and conditions,
C. indemnify KSLD for all damages and costs of any kind incurred by KSLD or any third party and caused by the acts and omissions of Supplier’s Subcontractors;
D. make all payments to its Subcontractors. If Supplier fails to timely pay a Subcontractor for work performed, KSLD will have the right, but not the obligation, to pay the Subcontractor and offset any amount due to Supplier by any amount paid to the Subcontractor. Supplier will defend, indemnify and hold KSLD harmless for all damages and costs of any kind, without limitation, incurred by KSLD and caused by Supplier’s failure to pay a Subcontractor.
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12. PRODUCT WARRANTY
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Supplier warrants that the Product shall be free from defects in material and workmanship under normal use for a period of 18 months from the date of final acceptance of the Work by KSLD. Supplier shall have a reasonable period of time to repair such defects or replace the system.
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13. MAINTANENCE INSTRUCTIONS
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Supplier shall provide maintenance instructions to KSLD, and advise KSLD of any changes to such instructions.13.7 Nothing in this Section shall limit any other remedy of the parties.
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14. TERM & TERMINATION
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14.1 The Purchase Order will remain in effect with respect to any SOW already issued prior to expiration of the term of the Purchase Order untilsuch SOW is either terminated or the Work is completed and accepted.
14.2 Termination for Convenience by KSLD: KSLD may terminate the Purchase Order, any SOW, or both at any time, for no reason or for any reason, upon 15 days written notice to Supplier. Upon receipt of notice of such termination, Supplier will inform KSLD of the extent to which it has completed performance as of the date of the notice, and Supplier will collect and deliver to KSLD whatever Work then exists. KSLD will pay Supplier for Work performed and accepted through the effective date of the termination, provided that KSLD will not be obligated to pay any more than the payment that would have become due had Supplier completed and KSLD had accepted the Work. KSLD will have no further payment obligation in connection with the termination.
14.3 Termination for Insolvency: Either party may terminate the Purchase Order, any SOW or both, immediately by delivering written notice to the other party upon the occurrence of any of the following events:
A. a receiver is appointed for either party or its property;
B. either makes a general assignment for the benefit of its creditors;
C. either party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor's relief law, if such proceedings are not dismissed within 60 days;
D. either party is liquidating, dissolving, or ceasing to do business in the ordinary course. KSLD may immediately terminate the Purchase Order upon written notice to Supplier if there is a change in ownership representing 20 percent or more of the equity ownership of Supplier.
14.4 Termination for Breach: Either party may terminate the Purchase Order, any SOW or both, immediately by delivering written notice to the other party for any material breach not cured within 30 days of receipt of notice of the breach. KSLD shall have no further payment obligation to Supplier under any terminated SOWs if KSLD terminates the SOW because of a material breach.
14.5 Survival: Notwithstanding any termination under this Section, any and all terms under the terms and conditions survive.
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15. CONFIDENTIAL INFORMATION & PUBLICITY
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15.1 “Confidential Information” means the terms and conditions of the Purchase Order or any relevant SOW, Work product accruing to KSLD, the existence of discussions between the Parties, any and all documents, software, reports, data, records, forms and other materials obtained by one party (the “Receiving Party”) from the other party (the “Disclosing Party”), or at the request or direction of the Disclosing Party in the course of performing the Services including, but not limited to the following:
A. information marked as confidential;
B. information whose confidential nature has been made known by the Disclosing Party to the Receiving Party;
C. information that due to their character and nature, a reasonable person under like circumstances would treat as confidential.
15.2 The Receiving Party may use the Confidential Information solely for the purpose of furtherance of the business relationship between the parties and shall not disclose the Confidential Information to any third party, other than to Affiliates and to employees, contractors, agents, and advisors of the Receiving Party and its Affiliates who have a need to have access to and knowledge of the Confidential Information, for the purpose authorized above. Each party shall take appropriate measures by instruction and agreement prior to disclosure to such employees to assure against unauthorized use or disclosure containing confidentiality and non-use provisions at least as restrictive as these terms and conditions.
15.3 The Receiving Party shall have no obligation with respect to information that:
A. was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party;
B. is, or subsequently becomes, legally and publicly available without breach of the Purchase Order;
C. is rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality;
D. is developed by or for the Receiving Party without use of or reference to the Confidential Information and such independent development can be shown by documentary evidence;
E. is disclosed by the Receiving Party pursuant to a valid order issued by a court or government agency, provided that the Receiving Party provides one of the following:
a. prior written notice to the Disclosing Party of such obligation
b. the opportunity to oppose such disclosure. Upon written demand by the Disclosing Party, the Receiving Party shall cease using the personal information or Confidential Information and shall return the personal information and/or Confidential Information and all copies, notes or extracts thereof to the Disclosing Party within seven (7) days of receipt of demand, and upon request of the Disclosing Party, certify in writing that the Receiving Party has complied with the obligations set forth in this paragraph. KSLD will be authorized to retain confidential information embodied in the work productor needed to maintain the work product.
15.4 Each party shall retain all right, title and interest to such party's Confidential Information. No license under any trademark, patent or copyright, trade secret or application for same which are now or thereafter may be obtained by such party is either granted or implied by the conveying of Confidential Information, other than an implied license. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it and shall not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of Confidential Information it obtains from the Disclosing Party. WITHOUT PREJUDICE TOTHE EXPRESS WARRANTIES PROVIDED ELSEWHERE IN THE PURCHASE ORDER, CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITH ALLFAULTS. IN NO EVENT, SHALL THE DISCLOSING PARTY BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIALINFORMATION. None of the Confidential Information is closed by the parties constitutes any representation, warranty, assurance, guarantee or inducement by either party to the other with respect to the infringement of trademarks, patents, copyrights, any right of privacy, or any rights of third persons.
15.5 Supplier shall not, and shall require that its subcontractors shall not, without first obtaining the written consent of KSLD, in any manner advertise or publish the fact that Supplier has been contracted to furnish KSLD the Work, or use any trademarks or trade names of KSLD or its Affiliates, regardless of whether such marks are registered or otherwise identified as trademarks or trade names, in Supplier’s advertising or promotional materials. Supplier shall obtain KSLD’s written consent prior to any publication, presentation, public announcement, or press release concerning its relationship as a supplier to KSLD.
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16. INDEMNIFICATION
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16.1 As used in this Section, a “Claim” is any claim, demand, loss, damage, liability, cost or expense (including reasonable professional fees and costs as incurred) for which one party (the “Indemnifying Party”) may be obligated to defend, indemnify and hold the other party (the “Indemnified Party”) harmless.
16.2 Supplier shall defend, indemnify and hold KSLD harmless from and against any and all Claims as incurred, arising out of or in connection with any (i) act or omission of Supplier (including its Subcontractors) in the performance of the Work; or (ii) any infringement of a third party’s Intellectual Property Rights or any other rights.
16.3 KSLD shall indemnify and hold Supplier harmless from and against any and all Claims as incurred, arising out of or in connection with: (i)Supplier’s proper use of KSLD’s products or services in connection with the Work; (ii) Supplier’s proper use of information or materials provided to Supplier by KSLD; or (iii) infringement of a third party’s Intellectual Property Rights or any other rights resulting from Supplier’s adherence to KSLD’s written instructions.
16.4 Each party will indemnify and hold the other party harmless from and against any and all Claims, as incurred, arising out of any negligent, breaches of regulatory or confidential information or reckless behavior or willful acts or omissions of the Indemnifying Party which results in personal injury (including death) or damage to tangible property (not including lost or damaged data).
16.5 The Indemnified Party will provide the Indemnifying Party with prompt written notice of the Claim and permit the Indemnifying Party to control the defense, settlement, adjustment, or compromise of any Claim. The Indemnified Party may employ counsel at its own expense to assist it with respect to any Claim. The Indemnified Party will have no authority to settle any Claim on the Indemnified Party’s behalf.
16.6 If a third party enjoins or interferes with any use of a Work by KSLD, Supplier will use its best efforts, at its cost and at KSLD’s option, to (i)obtain any licenses necessary to permit KSLD to continue to use the Work; (ii) replace or modify the Work as necessary to permit KSLD to continue to use of the Work; or if (i) and (ii) are not commercially reasonable, then (iii) promptly refund to KSLD the amount paid for any Work for which a third party enjoins or interferes with KSLD’s use of the Work.
16.7 Nothing in this Section shall limit any other remedy of the parties. The rights and remedies reserved to each party in these Ts&Cs shall be cumulative, and additional to all other or further remedies provided in law or equity, except as otherwise expressly set forth herein.
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17. LIABILITY
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17.1 NOTWITHSTANDING ANYTHING ELSE IN THE PURCHASE ORDER OR OTHERWISE, KSLD WILL NOT BE LIABLE TO SUPPLIER WITH RESPECT TOTHE SUBJECT MATTER OF THE PURCHASE ORDER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLETHEORY FOR ANY AMOUNTS IN EXCESS IN THE AMOUNT KSLD PAID TO SUPPLIER IN THE SIX MONTHS PRECEDING THE EVENT ORCIRCUMSTANCE GIVING RISE TO SUCH LIABILITY.
17.2 IN NO EVENT WILL KSLD BE LIABLE TO SUPPLIER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL DAMAGES OR LOSS OF PROFITSARISING OUT OF, OR IN CONNECTION WITH, THE PURCHASE ORDER, WHETHER OR NOT KSLD WAS ADVISED OF THE POSSIBILITY OF SUCHDAMAGE.
17.3 THE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.NOTHING IN THE PURCHASE ORDER LIMITS EITHER PARTY'S LIABILITY FOR BODILY INJURY OF A PERSON, DEATH, OR PHYSICAL DAMAGE TOPROPERTY OR ANY LIABILITY WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
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18. INSURANCE
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Supplier will secure and maintain insurance providing coverage for liabilities to third parties for bodily injury (personal injury) and damage toproperty in amounts sufficient to protect KSLD in the event of such injury or damage, and will be in compliance with any and all laws, regulationsof the country, state, or other governmental division in which the work or any portion of work is performed or orders addressing the liabilities ofan employer to its employees for injuries and disease suffered in connection with employment. Supplier further will maintain such additionaltypes and limits of insurance as is customary for a company of similar size and similar operations to Supplier in the jurisdiction or jurisdictions inwhich Supplier’s operations take place. At KSLD’s request, Supplier shall furnish certified copies of certificates of insurance reflecting compliancewith the requirements herein. Such certificates shall be kept current during the term and warranty period of the Purchase Order. Supplier’sfurnishing of certificates of insurance or purchase of insurance shall not release Supplier of its obligations or liabilities under the Purchase Order.By requiring insurance herein, KSLD does not represent that coverage and limits will necessarily be adequate to protect KSLD.
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19. COMPLIANCE WITH LAWS

19.1 Supplier will comply with all applicable local and national laws and regulations pertaining to its performance of its obligations under the Purchase Order. In particular and without limitation, Supplier shall not act in any fashion or take any action that will render KSLD liable fora violation of any applicable anti-bribery legislation (including without limitation, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010), which prohibits the offering, giving or promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist it them or KSLD in retaining or obtaining business or in performing the Work.
19.2 Each Party shall comply with all applicable laws and regulations relating to anti-bribery and anti-corruption, including, but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010 (“Anti-Corruption Regulations”).
19.3 Each Party represents and warrants that none of its officers, employees, agents, subcontractors or subsidiaries engages in any conduct, which would constitute an offense under the Anti-Corruption Regulations, and shall take reasonable measures to prevent its agents, subcontractors or any other third party from doing so.
19.4 Without limiting the foregoing, to the extent that Supplier is a US federal contractor or covered subcontractor as contemplated in accordance with the applicable laws and regulations, then Supplier agrees that the Purchase Order will be subject to the requirements of 41 CFR 60-1.4and 29 CFR part 471, Appendix A to Subpart A, and the requirements of 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a), which are incorporated herein by reference. The latter two regulations prohibit discrimination against qualified individuals on the basis of protected veteran status and disability and require affirmative action to employ and advance in employment protected veterans and qualified individuals with disabilities. Supplier’s failure to comply with this provision shall constitute a material breach of the Purchase Order.
19.5 If a term(s) of these Ts&Cs is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions of these Ts&Cs shall remain in full force and effect.

20. gOVERNING LAW

The Purchase Order will be construed in accordance with, and all disputes will be governed by, the laws of the State of California, without regardto its conflict of laws rules. The parties specifically waive application of the UN Convention on Contracts for the International Sale of Goods.Supplier irrevocably consents to the personal jurisdiction of the state and federal courts in and for Santa Clara County, California, or the U.S.District Court for the Northern District of California and irrevocably waives any claim it may have that any proceedings brought in such courtshave been brought in an inconvenient forum.
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21. damages
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‍Either Party may assert claims against the other Party for damages, costs and expenses (including, but not limited to, attorneys’ and other professionals’ fees) suffered or incurred by the other Party arising out of or in connection with the termination of these Ts&Cs in accordance with Section 14.3 or 14.4 or any unlawful activities, or the other Party’s breach of these Ts&Cs or for other reasons attributable to the other Party.

‍22. dispute resolution
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‍22.1 Supplier and KSLD will attempt to settle any claim or controversy arising out of the Purchase Order through consultation and negotiation in good faith and spirit of mutual cooperation. Disputes will be resolved by the following process. The dispute will be submitted in writing toa panel of one (1) senior executive of KSLD and one (1) senior executive of Supplier for resolution. If the executives are unable to resolve the dispute within fifteen (15) days, the dispute will be subject to arbitration.'
22.2 The parties will resolve all claims and controversies arising hereunder through binding arbitration under the Commercial Arbitration Rules of the Judicial Arbitration and Mediation Services (“JAMS”) or another provider which shall be selected by KSLD at a location in Santa Clara County, California chosen by the arbitrator. The proceedings will be held in the English language. The arbitrator will be empowered to award damages in accordance with the limitations of liability set forth in this document. A Party may enter a judgment upon the award rendered by the arbitrator in any competent jurisdiction having personal jurisdiction over the other party as appropriate. This dispute resolution clause shall not prevent either Party from applying at any time to the court for interim on injunctive relief.
22.3 If either party brings an action or asserts a counterclaim for enforcement of the terms and conditions of these Ts&Cs, the other party agrees that party bringing the action or counterclaim shall be entitled to an award of its reasonable attorney’s fees and courts costs associated with such enforcement or counterclaim proceedings.
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23. NO CHANGES WITHOUT APPROVAL
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‍23.1 All communication, technical guidance and instructions having contractual impact shall be accomplished directly between an authorized representative of KSLD and the Supplier’s authorized representative. No contract or specification deviations shall be made without thewritten authorization of KSLD.
23.2 No changes in materials, processes, procedures, design interfaces or software which affects the form, fit, function, safety, weight, maintainability, service life, reliability, replaceability, or interchangeability of the items to be delivered to KSLD shall be made without prior written approval from KSLD. Prior to implementing any changes which meets any of the criteria listed above the Supplier shall submit a Supplier Change Request (SCR) form notifying KSLD of the impending change. The Supplier Change Request (SCR) and form completion instructions can be provided by KSLD upon written request. Supplier shall not execute any changes without written approval by KSLD. Aspart of the response, KSLD will also communicate to the Supplier instructions on how to disposition the change and it will identify resulting actions and price reductions if the functionality is diminished compared to the quote.
23.3 The following list provides examples (not all inclusive) of events which the Supplier shall evaluate for Product changes as defined above: Plant Relocation; New Equipment; Material Change; Name/Cage Code Change; Equipment Relocation; Process Change; Design Change; Drawing conflict; Sub-Tier Supplier Change; Software/firmware Changes.
23.4 It is the Supplier’s responsibility to fully comply with all the instructions listed on the KSLD Purchase Order. Lack of written approval shall not relieve the Supplier of the responsibility to fully comply with all of the requirements of the Purchase Order. The Supplier shall not receive compensation in any form from KSLD for unauthorized activity.

24. NO FORCED OR COMPULSORY LABOR
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‍Supplier hereby represents that by submission of its acknowledgment or by its acceptance of KSLD’s subcontract or Purchase Order that:
A. it does not engage in any trafficking in persons or related activities or illegal activities, including but not limited to the use of forced labor, slavery, or other involuntary or illegal acts, in the performance of these Ts&Cs;
B. It has hiring and subcontracting policies to protect the rights of its employees and the rights of subcontractor employees and will comply with those policies in the performance of these Ts&Cs; and
C. It has notified its employees and subcontractors of the responsibility to report trafficking in persons violations by Supplier’s contractor, contractor employees, or subcontractor employees, at any tier.

25. Human rights: child and forced labor
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‍KSLD strives to conduct business in a highly ethical and responsible manner, and expects the same of our suppliers, customers, vendors and other business partners. KSLD is committed to promoting, supporting and respecting human rights including the avoidance of abuse of any kind including child labor, harassment or bullying, or compulsory labor. Supplier will adhere to KSLD’s policies regarding Human Rights. If Supplier becomes aware of any evidence that suggests a violation of human rights, or of child or forced labor, in any operations or activities linked to KSLD or its business, Supplier will notify KSLD’s Human Resources Department immediately.

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26. environmental requirements
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‍26.1 Supplier shall respect KSLD’s green procurement policies.
26.2 Supplier shall implement environmental load reduction activities according to KSLD's guidelines regarding the substance of concern, which are listed in the “Kyocera Guideline on Environmentally Hazardous Substances” reference guide which is available upon request.
26.3 If requested by KSLD, Supplier shall provide KSLD with specific information and data regarding the Work, including, but not limited to, scientific, regulatory and commercial information or data and other documentation, in order to certify compliance with KSLD's environmental guidelines. With respect to such information provided to KSLD by Supplier, Supplier warrants that the information and data are accurate, and agrees that Supplier shall be liable for misrepresentations, or breaches of any warranties, express, implied or statutory, in connection with KSLD’s requirements.

‍27. export control
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‍27.1 Supplier shall not export any of KSLD’s property including, but not limited to, tools, equipment, materials or technical information, which are provided by KSLD or obtained by Supplier at KSLD’s cost, to any country to the extent such property is subject to control under the Export Administration Regulations of the United States of America (“EAR”) or any other applicable export control laws and regulations, without first obtaining a license or approval from the governmental agencies stipulated in such laws and regulations.
27.2 Supplier shall comply with the EAR or any other applicable export control laws and regulations in its execution of the Work. If the EAR or any other applicable export control laws and regulations apply to any portion of the Work or technical information provided by Supplier, Supplier shall immediately notify KSLD in writing before Supplier delivers any portion of the Work or provides any related technical information to KSLD.
27.3 Supplier shall respect KSLD's export policy, which requires compliance with all applicable export laws and regulations. If requested by KSLD, Supplier shall provide to KSLD without delay, any technical information in relation to the Work in order to comply with any relevant export control laws and regulations including, but not limited to, the EAR.
27.4 Supplier shall defend, hold harmless, and indemnify KSLD from and against all fines, penalties, liabilities, damages, costs and expenses incurred by KSLD as a result of any violation of the EAR or any other applicable export control laws and regulations by Supplier or any of its agents, representatives or employees as applicable to the United States and the intended location for the use of the Product.
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