DOMESTIC TERMS OF SALE

1. Definitions. As used throughout these terms and conditions, including provisions incorporated by reference, the following terms shall have the meaning set forth below:

(a) “Buyer” means the person or entity with an ordering address within the fifty United States and the District of Columbia that is purchasing Seller’s Products. United States possessions and/or territories are deemed to be outside the United States, and therefore, a buyer with an ordering address therein should not utilize these Terms.

(b) “Order” means the contractual instrument (e.g., agreement, contract, subcontract or purchase order) into which these Domestic Terms of Sale are incorporated.

(c) “Party” or “Parties” means the Buyer or Seller individually or collectively, respectively.

(d) “Product” or “Products” means the equipment, software, or services being provided by Seller.

(e) “Seller” means Janteq Corporation

2. Acceptance of Orders.

2.1 Seller’s acceptance of an Order issued by Buyer shall be expressly limited to (a) the terms set forth herein, and (b) any additional terms and conditions agreed to by the Parties and expressly incorporated in the Order. The Order represents the entire agreement between Buyer and Seller pertaining to the subject matter of an Order and shall supersede all prior oral and written agreements, proposals, communications and documents. Buyer’s Order shall be deemed accepted only after Seller’s written acceptance is provided to Buyer. Except where Seller provides written acceptance of an unusual circumstance, Buyer’s Order shall not be construed to be accepted by any other action of Seller including, but not limited to, commencement of performance or delivery.

2.2 TO THE EXTENT THAT THESE TERMS AND CONDITIONS AND ACCOMPANYING DOCUMENTS CONSTITUTE AN OFFER TO SELL, SELLER’S OFFER IS EXPRESSLY LIMITED TO THE TERMS STATED HEREIN. TO THE EXTENT THAT THESE TERMS AND CONDITIONS AND ACCOMPANYING DOCUMENTS CONSTITUTE AN ACCEPTANCE OF BUYER’S ORDER, SELLER’S ACCEPTANCE IS EXPRESSLY MADE CONDITIONAL ON BUYER’S ASSENT TO SELLER’S TERMS HEREIN.

3. Payment Terms. Buyer shall pay for all Products within thirty (30) days from (a) the date Products are shipped or (b) date of the invoice, whichever is later. Payment will be deemed to have been made when check is received by Seller or executed as an electronic transfer. Late payments will accrue interest from the date due until receipt by Seller of full payment at the lesser of (a) one and one-half percent (1.5%) per month compounded monthly or (b) the maximum rate permitted by law. Seller may require advance payment or other reasonable assurance of timely payment prior to beginning performance of this Order. Buyer acknowledges that Seller has a right to payment for work performed or services rendered based on the prices set forth in the contract.

4. Packing and Shipping. Unless otherwise agreed to by Seller in writing, Seller shall pack and ship all Products in accordance with Seller’s standard commercial practices.

5. Delivery and Risk of Loss.

5.1 Unless otherwise agreed to by Seller and specifically stated in the Order, the FOB point shall be Origin. In those cases where Seller agrees to FOB Destination, Buyer shall pay freight costs as a separate line item in the Order. Liability for loss or damage to the Products shall pass to Buyer upon delivery of the Products to a carrier at Seller’s facility. Loss or damage after delivery to the carrier shall not relieve Buyer from any obligation hereunder.

5.2 Seller will make reasonable commercial efforts to meet its estimated delivery or performance dates; however, such dates are not guaranteed. Seller shall not be liable for any loss, cost or expense incurred by Buyer if Seller fails to meet such dates due to production or other delays. At its option, Seller reserves the right to make deliveries in installments.

5.3 If Buyer delays shipment and fails to negotiate a modification to the Order in good faith within fourteen (14) calendar days of the specified ship date, Seller may invoice Buyer and warranty shall be deemed to commence as though shipment had occurred. If Buyer fails to pick-up Products within the grace period described above, Seller reserves the right to move Products into storage or to dispose of Products and charge any incidental costs to Buyer.

6. Inspection, Acceptance and Title.

6.1 Equipment.

6.1.1 Seller’s Facility. Except as otherwise agreed in writing by Seller, final acceptance and transfer of title to Buyer shall occur upon delivery of the equipment to the carrier at Seller’s facility. Unless otherwise agreed in writing, the equipment is subject to Seller’s standard inspection and/or test at place of manufacture. For Orders in which Seller agrees to inspection or test by Buyer on the premises of Seller, final inspection and acceptance by Buyer shall be conclusive. Buyer agrees that any inspection and test on its part shall not delay or disrupt Seller’s performance. Buyer further agrees that it shall comply with Seller’s security and safety policies during any inspection or test on the premises of Seller, and also shall comply with applicable export regulations.

6.1.2 Locations Other Than Seller’s Facility. Where the Parties agree in the Order that inspection and acceptance will occur upon delivery of the equipment to Buyer, Buyer’s acceptance will be deemed complete if Buyer provides no written report of exceptions within ten (10) calendar days after receipt. It is further understood that Buyer’s (a) placing of any equipment provided hereunder into service and/or (b) beneficial use of such equipment shall constitute acceptance.

6.1.3 Title. Title to the equipment shall transfer upon its delivery to the carrier.

6.2 Software. All software shall be considered accepted: (a) if the recorded media, by which the licensed software is provided, is furnished free of defects and damage, provided that the media has been properly installed by the Buyer or (b) thirty (30) days after delivery, whichever occurs first.

6.3 Services. Buyer shall accept the services or give Seller written notice of rejection within ten (10) calendar days after receipt. In the event of a rejection notice, Seller will determine whether or not a non-conformity exists, and if so, promptly correct or re-perform the non-conforming services. Seller shall disclose any corrective action taken. Redelivery to Buyer of any corrected or re-performed services shall be at Seller’s expense.

7. Force Majeure.

7.1 Neither Party shall be liable for any excess costs or other damages if the failure to perform arises out of causes beyond the reasonable control and without the fault or negligence of the party asserting an event of Force Majeure. Force Majeure causes may include, but are not limited to (a) acts of God or of the public enemy, (b) war (whether an actual declaration thereof or not), (c) acts of terrorism or threats thereof, (d) acts of a. Government in either its sovereign or contractual capacity, (e) sabotage, (f) insurrection, (g) riot or other act of civil disobedience, (h) atmospheric disturbances, (i) fires, (j) floods, (k) plagues or epidemics, (l) quarantine restrictions, (m) labor disputes or strikes, (n) failure or delay in transportation due to transportation workers strike or freight embargoes, (o) worldwide parts shortage(s) or rationing allocations, (p) shortage of labor, fuel, raw material or machinery, or (q) violent storms or unusually severe weather. . If the delay is caused by a delay of Seller’s subcontractor and if such delay arises out of causes beyond its reasonable control, and without its fault or negligence, Seller shall not be liable for any delay in performance, excess costs or other damages unless the Product to be furnished by the Seller or subcontractor were obtainable from other sources in sufficient time to permit Seller to meet the required delivery schedules. Seller shall notify Buyer in writing within ten (10) calendar days after it becomes aware of any Force Majeure event. If the original delivery schedule is overcome by the Force Majeure event then the Parties agree to negotiate in good faith a revised delivery schedule.

7.2 Should either Party be unable to fulfill a material part of its obligations under this Order for a period in excess of sixty (60) calendar days due to circumstances beyond its reasonable control as described above, the other Party may at its sole discretion terminate the Order by written notice. Upon resolution of the Force Majeure event, the Parties shall proceed in good faith to negotiate an adjustment to price or schedule. Upon termination as described, the Parties shall proceed in good faith to negotiate a termination settlement proposal covering the performance of the Order performed prior to the effective date of the termination.

8. Taxes. Unless otherwise agreed to in writing by Seller, prices are exclusive of all state and local use, sales, and property (ad valorem) taxes, and all other taxes, assessments, tariffs, or duties which may be imposed upon the production, shipment, installation, or sale of the Products covered hereby. Buyer agrees to pay such taxes unless Buyer has provided Seller with a resale exemption certificate for the jurisdiction of Buyer’s ordering address and any other jurisdiction(s) to which Products are to be directly shipped, or unless such sale is otherwise exempt from such taxes. When applicable, such taxes shall appear as a separate line item on Seller’s invoice.

9. Warranty. This clause applies unless a separate warranty sheet for the specific Product is attached.

9.1 Equipment.

9.1.1 All equipment provided under an Order conform to Seller’s applicable specifications and are warranted against defects in materials and workmanship for a period of ONE (1) Year from the date of shipment unless a longer period is specified in equipment’s published documentation. If a defect exists during the warranty period, Seller will, at its option and to the extent permitted by law, (a) repair the equipment at no charge at its factory, or (b) exchange the equipment with a functionally equivalent equipment, or (c) refund the original purchase price of the original Buyer prorated for normal wear and tear based on proof of purchase documentation if the equipment is no longer repairable or replaceable. Before returning any equipment, Buyer must contact Seller’s customer care or service representative and provide proof of purchase and details of the defect. If Seller determines the equipment is under warranty, Seller will provide Return Material Authorization (RMA) instructions. The defective equipment must be returned to Seller’s facility as per RMA instructions no later than thirty (30) calendar days from the date the Buyer received the shipping instructions. Seller shall warrant returned equipment as to the particular defect subject to repair, for ninety (90) calendar days after shipment or the remaining warranty term, whichever is longer. Seller’s total liability is limited to the original purchase price of the defective equipment. Seller will return the equipment under the same delivery terms and conditions as originally used.

9.1.2 This warranty does not apply to any equipment which Seller determines has been, by Buyer or otherwise, subjected to testing for other than specified electrical characteristics, to operating and/or environmental conditions in excess of the maximum values established, lightning strike, or to mishandling, abuse, misuse, neglect, improper installation, testing, repair, alteration, modification, damage, assembly or processing that alters physical or electrical properties or other causes that are not defects in materials or workmanship.

9.1.3 Seller’s warranty will not be enlarged by and no obligation or liability will arise out of Seller’s rendering of technical advice or provision of facilities in connection with any equipment sold hereunder.

9.2 Software. Seller warrants that under normal use, the Software shall perform the functions specified in its documentation. If the Software does not conform to its documentation such that its functional performance is significantly affected and Seller is notified in writing within ninety (90) days from the date of purchase along with a copy of the receipt of purchase, Seller shall correct and replace the Software as Buyer’s exclusive remedy.

9.3 Services. Seller warrants that each of its employees assigned to perform the Services hereunder shall have the proper skill, training and background to perform in a competent and professional manner and that all work will be performed in accordance with the applicable statement of work. SELLER EXPRESSLY DISCLAIMS ANY WARRANTY RELATED TO TESTING OR SERVICES PROVIDED UNDER THE ORDER INCLUDING ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY, OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9.4 THIS WARRANTY EXTENDS TO BUYER ONLY AND MAY BE INVOKED ONLY BY BUYER ON BEHALF OF ITS CUSTOMERS. SELLER WILL NOT ACCEPT WARRANTY RETURNS DIRECTLY FROM BUYER’S CUSTOMERS OR USERS OF BUYER’S PRODUCTS. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED.

10. Changes. No changes, extras or other work (whether deemed to be within or outside of the general scope of an Order or modification of any kind or description) shall be authorized unless evidenced by a written agreement signed by duly authorized representatives of both Parties.

11. Termination.

11.1 No Order accepted by Seller may be terminated by Buyer for any reason other than Seller’s breach as determined by a court of competent jurisdiction except by written agreement signed by duly authorized representatives of both Parties. In such an event, Buyer shall provide Seller thirty (30) days prior written notice for Seller to cure or present a plan to remedy the breach within the thirty-day notice period. In the absence of a pre-negotiated termination liability schedule, the Seller reserves the right to charge the Buyer termination or re-stocking fees in addition to any other payments due.

11.2 It is hereby agreed that the rights and obligations of the Parties contained in clause 9 and clauses 13 through 24 shall survive and continue after any termination or cancellation of an Order and shall continue to bind the Parties, their successors, their assigns and their legal representatives.

12. Audit. Notwithstanding any language or provision to the contrary, Buyer shall have no right to audit or examine Seller’s books and records.

13. Proprietary Information.

13.1 Except as provided in Section 13.3, all information disclosed in written, graphic, model, or oral form, including, but not limited to, drawings, prints, publications, specifications, processes, manufacturing techniques, oral explanations, schedules and financial reports, obtained by Buyer from Seller prior to and during the performance of an Order which is marked as “Proprietary” by Seller shall be kept confidential by Buyer and shall remain the property of Seller, and shall be returned at Seller’s request. Such information shall only be used in performance of the Order and shall not be used for other purposes unless agreed to in writing by Seller. Such information shall not be reproduced, published, disseminated, or disclosed to any third party, including the U.S. Government, by Buyer without the prior written consent of Seller. Buyer will notify Seller promptly in writing if Buyer learns of any unauthorized use or disclosure of Seller’s proprietary information, and will cooperate with Seller in good faith to remedy such occurrence to the extent reasonably possible. Buyer acknowledges that a breach of this provision may result in irreparable harm to Seller, for which money damages maybe an insufficient remedy, and therefore, Seller will be entitled to seek injunctive relief to enforce the provisions of this Section. Buyer agrees that any breach of this Section is a material breach, and is cause for immediate termination of the Order.

13.2 Nothing contained herein shall be construed as granting an implied license or a license by estoppel or otherwise to any of Seller’s intellectual property.

13.3 Subject to the terms contained in an Order, Seller grants to Buyer and its customer (as applicable), including Buyer’s and its customer’ subcontractors associated with the Order, a non-exclusive, non-transferable, irrevocable, royalty-free license to use, copy and reproduce in whole or in part copyrighted standard commercial documentation provided with the Product(s) for the limited purposes of conducting training and/or to facilitate operation and maintenance of Seller’s Product(s).

14. Patent Indemnity – Products. Seller shall defend any suit or proceeding brought against Buyer insofar as such suit or proceeding is based upon a claim that any Products manufactured and sold by Seller to Buyer constitute direct infringement of any duly issued United States Patent. Seller shall pay all damages and costs finally awarded therein against Buyer provided that Seller is promptly informed and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given authority, information and assistance at Seller’s expense necessary to defend or settle said suit or proceeding. If the use or sale of a Product article furnished hereunder is enjoined as a result of such suit, Seller, at its option and at no expense to Buyer, shall obtain for Buyer the right to use and sell the article, or shall substitute an equivalent article acceptable to Buyer and extend this indemnity thereto, or shall require Buyer to return the Product and reimburse Buyer the purchase price therefore, less a reasonable charge for wear and tear. Seller shall have no obligation or liability hereunder for infringement, that results from compliance with Buyer’s specifications or from a combination with or addition to or modification of the Product after delivery by Seller or from use of the Product or any part thereof in the practice of a process. Seller’s obligations enumerated above shall not apply to any infringement occurring after Buyer has received notice alleging the infringement unless Seller has given Buyer written permission therefore. The sale of the Products furnished hereunder does not convey any license by implication, estoppel, or otherwise under any proprietary or patent rights of Seller covering a combination of these Products with other elements.

SELLER SHALL NOT BE LIABLE FOR ANY COLLATERAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS.

THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESSED OR IMPLIED, IN REGARD THERETO.

15. Compliance with Export Laws. Buyer shall not export, directly or indirectly, any hardware, software, technology, information or technical data disclosed under an Order to any individual or country for which the U.S. Government requires an export license or other U. S. Government approval, without first obtaining such license or approval. Buyer shall indemnify and hold Seller harmless for all claims, demands, damages, costs, fines, penalties, attorneys’ fees, and other expenses arising from Buyer’s failure to comply with this clause.

16. Limitation of Liability.

16.1 Notwithstanding any other provisions or language in these Domestic Terms of Sale or in an Order to the contrary, in no event shall Seller’s total liability under an Order (including breach of contract actions or any action arising in tort) exceed the total price thereof.

16.2 UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE IN CONTRACT OR OTHERWISE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES ARISING FROM ANY LOSS, DAMAGE, EXPENSE OR INJURY SUSTAINED FROM OR IN CONNECTION WITH THE SALE, INSTALLATION, USE, SERVICE OR FAILURE OF ANY PRODUCT SOLD HEREUNDER, OR ANY DEFECT THEREIN, OR FROM ANY OTHER CAUSE. BUYER’S REMEDY, IF ANY, WILL BE STRICTLY LIMITED TO THE TERMS OF THIS CLAUSE.

16.3 No action may be brought for any alleged breach of an Order more than one (1) year after the date such alleged breach occurred.

17. Governing Law and Venue.

17.1 Buyer and Seller agree that these Domestic Terms of Sale shall be deemed to have been executed and delivered within the State of New York, and the rights and obligations of the Parties shall be construed and enforced in accordance with, and governed by, the laws of the State of New York without regard to its conflict of law principles.

17.2 All claims or disputes arising under or in any way related to an Order, including those relating to the validity of these Terms, shall be resolved through good faith negotiations between authorized representatives of each Party. In the event that such negotiations do not lead to a written settlement signed by a duly authorized representative of each Party within thirty (30) calendar days or such longer period of time as may be mutually agreed upon in a written document that is signed by a duly authorized representative of each Party, then either Party may elect to resolve the matter through the state or federal courts. Venue for any action brought under or relating to the Order to which these Domestic Terms of Sale apply shall exclusively be in a state or federal court of competent jurisdiction in the State of New York. The Parties hereby irrevocably waive any right to challenge such venue on the basis of forum non conveniens or otherwise. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO AN ORDER COVERED BY THESE DOMESTIC TERMS OF SALE.

17.3 The Parties agree and consent to accept service of process by certified or registered United States mail, return receipt requested, addressed as provided herein. In the event that an action is commenced by either Party with respect to an Order, the substantially prevailing Party shall be entitled to recover its costs and attorneys’ fees from the other Party.

18. Transfer/Assignment. An Order shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. Neither Party may assign or transfer its rights or obligations as provided in an Order without the prior written consent of the other Party, which shall not be unreasonably withheld; provided, however, that Seller may, without consent of Buyer, assign an Order as a result of a merger or a sale of all or substantially all of the assets or stock of Seller or to a parent, subsidiary or affiliate as part of any internal reorganization.

19. Validity and Waiver. If a court of competent jurisdiction determines any provision, in whole or in part, of an Order to be illegal, invalid, or unenforceable, then the validity and enforceability of the remaining provisions hereunder will not be affected. In lieu of such illegal, invalid, or unenforceable provision, the Parties shall negotiate one or more provisions as similar in terms as may be legal, valid and enforceable under applicable law to be added as part of an Order. The failure of Seller to enforce any applicable provision of these Domestic Terms of Sale, or to require at any time performance by Buyer of any provision or obligation related to an Order or these terms hereof, shall in no way be construed to be a waiver of such provision, nor in any way affect the validity of an Order, these terms, or any part hereof, or the right of Seller thereafter to enforce each and every provision.

20. Compliance with Regulations only if Buyer’s Customer is the U.S Government. Seller shall comply with the following applicable FAR clauses* in situations where the Buyer’s Customer is an agency of the U.S. Government and the FAR clauses are contained in the prime contractor’s contract.

52.203-13 Contractor Code of Business Ethics and Conduct (if this contract exceeds $5,500,000 and the performance period is 120 days or more. All disclosures of violation of the civil False Claims Act or of the Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.)

52.203-15 Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 if the subcontract is funded under the Recovery Act.

52.203-17 Contractor Employee Whistleblower Rights (if the contract exceeds $150,000)

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

52.204-21 Basic Safeguarding of Covered Contractor Information Systems (Jun 2016), other than subcontracts for commercially available off-the-shelf items, if flow down is required in accordance with paragraph (c) of FAR clause 52.204-21.

52.212-4 (l) Contract Terms and Conditions-Commercial Items (l) Termination for the Government’s convenience (applies to Order for commercial items)

52.219-8 Utilization of Small Business Concerns, (if the subcontract offers further subcontracting opportunities and if Order exceeds $700,000 and the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.. Services contracts are excluded.)

52.222-17 Nondisplacement of Qualified Workers (applies to Services Order only)

52.222-19 Child Labor –Cooperation with authorities and remedies (if contract exceeds $3,500)

52.222-21 Prohibition of Segregated Facilities

52.222-26 Equal Opportunity

52.222-35 Equal Opportunity for Veterans (if Order is $150,000 or more)

52.222-36 Affirmative Action for Workers with Disabilities (if Order exceeds $15,000)

52.222-37 Employment Reports on Veterans (if FAR 52.222-35 applies)

52.222-40 Notification of Employee Rights under the National Labor Relations Act (applies if Order is $150,000 or more)

52.222-41 Service Contract Labor Standards (if the prime contract and work performed by Seller are both subject to the Act and the contract exceeds $2,500)

52.222-50 Combating Trafficking in Persons

52.222-51 Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements

52.222-53 Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements

52.222-54 Employment Eligibility Verification (applies if Order exceeds $150,000)

52.222-55 Minimum Wages under Executive Order 13658 (if the prime contract and work performed by Seller are both subject to FAR 52.222-41)

52.222-62 Paid Sick Leave Under Executive Order 13706

52.232-40 Providing Accelerated Payments to Small Business Subcontractors

52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels

52.249-2 Termination for Convenience of the Government (Fixed-Price) (applies to Order for non-commercial items)

* The FAR clause in effect as of the date of the Prime Contract execution shall apply unless otherwise specified.

21. Order of Precedence. In the event that two or more provisions in a particular Order conflict and there is no reasonable interpretation that resolves the conflict in a manner that is consistent with the entire Order, then the parties shall resolve the conflict using the following descending order of precedence: (a) Seller’s written acceptance of the Order, (b) any unique term(s) specified in the accepted Order, (c) these Domestic Terms of Sale, and (d) the statement of work (if any).

22. Orders for Labor Services Only. In the event that an Order pertains only to labor services being provided by Seller to Buyer, the words “Product” and “Products” shall mean “services.” In addition, Sections 4, 5, 6.1, 6.2, 9.1, 9.2, 9.4, 14, 23, and 24 are not applicable to such services provided by Seller.

23. Software License.

23.1 Software will be licensed in accordance with the License provided with the Product. If no software license is provided and the Product contains software or firmware, then Seller grants to Buyer and Buyer’s customer (if applicable) a nonexclusive, revocable, royalty-free, limited license to use such software or firmware and software documentation only for the purpose of operating and maintaining the Product on which it is installed.

23.2 The Software is proprietary information of Seller. Seller retains title to all Software. Making copies of Software except for one copy for archive purposes is prohibited unless specifically authorized by Seller in writing. Buyer will reproduce and include all Seller proprietary and copyright notices and other legends both in and on every authorized copy of Software. Buyer may transfer the Software in conjunction with the resale of the Product or Buyer’s product, in which the Software is installed or with which it is used, but only under terms consistent with and no less stringent than the terms set forth in this “Software License” section. Except for the foregoing, the Software may not be sublicensed, transferred, or loaned to any other party without Seller’s prior express written consent. Buyer may not either itself or with the assistance of others, make modifications to the Software including, but not limited to, translating, decompiling, disassembling or reverse assembling, reverse engineering, creating derivative or merged works, or performing any other operation on Software to recover any other operation on Software, or to recover any portion of the program listing, object code or source code or any information contained therein.

24. Equipment Support and Spares. Buyer recognizes that its placement of an Order may occur at any stage of a given equipment, subsystem or component lifecycle. Accordingly, subsequent to fulfillment of its warranty obligations and except as may be negotiated in the Order, Seller makes no commitments regarding the time period for availability of spare parts and/or technical support services. From time to time, Seller will make End-of-Life (EOL), End-of-Sale (EOS) and/or Last Time Buy Notices related to its equipment, subsystems and components. Seller will cooperate with Buyer in a commercially reasonable manner to support Products during their operational lives and recommend appropriate sparing levels and/or locate replacement equipment, subsystems, and components, as may be applicable.

25. Foreign Corrupt Practices Act and Anti-Bribery Laws. Buyer agrees to comply with the Foreign Corrupt Practices Act, the UK Bribery Act of 2010, and all applicable anti-bribery laws. Buyer specifically represents and warrants that, in connection with the performance of its activities under an Order covered by these Terms of Sale, neither it, nor anyone acting on its behalf, has or will, directly or indirectly, offer, pay, promise to pay, or authorize the giving of, any money or thing of value to any Government Official or to any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to a Government Official, for the purpose of influencing any act or decision of such Government Official, including any act or decision to fail to perform his/her lawful duty, or for the purpose of inducing such Government Official to use his/her influence with any government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality to obtain or retain business for any person. “Government Official” means any officer, employee, agent, representative, or any other person acting in an official capacity for or on behalf of a government, government-owned or government–controlled entity or instrumentality, public international organization, political party, party official or political candidate.

26. EU General Data Protection Regulation. The Parties shall not transmit any Personal Data, as defined in Article 4 of the European Union’s General Data Protection Regulation (GDPR), under this Order.

27. Cybersecurity. Seller may terminate this Order by providing written notice to Buyer, if Seller determines, in its sole and reasonable discretion, that Buyer is not compliant with FAR 52.204-21, Basic Safeguarding of Covered Contractor Information Systems, or that Buyer’s cybersecurity measures are inadequate to meet the requirements of the Order.

28. Environment, Health and Safety

As used in these Terms, the phrase “Hazardous Materials” shall mean any substance or material defined as a hazardous material, hazardous substance, toxic substance, pesticide or dangerous article under U.S. Government Code of Federal Regulations 49 CFR 171.8 or any other substance regulated on the basis of potential impact to safety, health or the environment pursuant to an applicable requirement of any entity with jurisdiction over the Products, which is subject to an Order. For Orders in which Seller agrees to inspection by Buyer on the premises of Seller Buyer shall be permitted to enter Seller’s premises at a mutually agreed time for the purpose of Buyer’s inspection of Seller’s compliance with applicable hazardous materials regulations under an Order, provided that Buyer gives Seller reasonable advance written notice and that such visit will not disrupt or delay Seller’s performance or normal business operations. Buyer shall be required to comply with Seller’s safety and security policies and applicable export laws at Buyer’s sole expense. In the event Buyer is unable to comply with Seller’s safety and security policies and/or applicable export laws, including but not limited to, applicable export authorizations, Buyer’s right to enter Seller’s premises shall be null and void.