2.1   Acceptance and Terms and Conditions. The purchase of the Products hereunder is conditioned upon these Terms. These Terms shall apply and are incorporated into every subsequent purchase order issued by Buyer (“Purchase Order”). No other terms or conditions including, without limitation, Supplier’s standard printed terms and conditions, on Supplier’s proposal, order acknowledgment, invoice or otherwise, will have any application to any purchase between Buyer and Supplier unless specifically accepted in writing by Buyer.

TERMS & TERMINATION

2.2   Termination for Cause.  Should Supplier (i) (a) become insolvent, (b) become unable to pay its debts as they mature, (c) make a general assignment for the benefit of creditors, (d) come under a suspension of payments, (e) have a receiver appointed for the whole or any substantial part of its assets or (f) become in any way the subject of a bankruptcy petition, (ii) have a change in ownership or management such that a competitor of Buyer gains an ownership or controlling interest in Supplier, and/or (iii) default in the performance of any provision of the Supply Agreement or any Purchase Order thereunder, Buyer may in its discretion terminate the Supply Agreement (in whole or in part) and/or any Purchase Order for "cause" by giving Supplier seven (7) days prior written notice thereof.  In the event Supplier, within the seven (7) days following said notice from Buyer, corrects the cause giving rise to the notice to the satisfaction of Buyer, in Buyer’s sole discretion, the cause of termination shall be deemed void and the Supply Agreement shall continue in effect.  In the event Buyer terminates the Supply Agreement or any Purchase Order pursuant to this Section 2.2, Supplier shall immediately stop all work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work, and Buyer shall have all rights and remedies available under law and equity. In the event of termination for cause, Buyer may produce or purchase or otherwise acquire the Products (or parts thereof) elsewhere on such terms or in such manner as Buyer may deem appropriate, and Supplier shall be liable to Buyer for any excess cost or other expenses incurred by Buyer. Buyer may notify Supplier that all right, title, and interest in and to all or any portion of materials acquired by Supplier for the performance of the Supply Agreement, work-in-process, and/or completed Products specified in such notice, shall pass immediately to Buyer upon payment therefore.

2.3   Termination for Convenience. In addition to any rights under the Supply Agreement, Buyer reserves the right to cancel all or any part of the Supply Agreement or a Purchase Order for Buyer’s convenience by written notice to Supplier. In the event of such termination, Supplier shall immediately stop all work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work.  Upon such termination for convenience, Buyer shall not incur any further cost or liability to Supplier except for Products delivered previously pursuant to the Supply Agreement.

QUALITY & RELIABILITY

2.4   Supplier Changes. Supplier shall not make any changes in the specifications, manufacturing location, subcontractors, suppliers, physical composition of, or processes used to manufacture the Products hereunder without Buyer's prior written consent.

2.5   Inspections. Buyer shall have the right to reject any nonconforming Products and Supplier shall assume title and risk of loss of all nonconforming Product and shall promptly reimburse Buyer for all costs incurred by Buyer as a result of such rejection of nonconforming Products. Payment for Products delivered or inspection by Buyer shall not constitute acceptance of the Products and shall not relieve Supplier of its warranty or other obligations hereunder.

2.6   Quality Assurance.  (a) Supplier agrees that its warranties for quality include its express warranty that all goods shall comply strictly and completely with Buyer’s Quality Standards, as herein defined, including, but not limited to, Buyer’s Global Supplier Quality Manual (GSQM) or comparable document, additional quality assurance procedures for particular goods separately prescribed by Buyer and any revisions to such procedures or manuals, or its successors (collectively, the "Quality Standards"). Buyer alone shall decide whether the Quality Standards are being met.  Supplier shall, in accordance with the Quality Standards, provide, maintain and enforce all measures necessary to secure the quality of goods and the manufacturing process thereof, including but not limited to quality control standards, inspection standards and specifications. (b) Supplier will provide and maintain a Supplier Quality Assurance System that meets Buyer requirements and is approved by Buyer.  Buyer may audit Supplier’s Quality Assurance System, production process, and material destined for Buyer.  In the event an audit is conducted, Buyer will advise Supplier of the result and will provide such instructions or recommendations when Buyer determines it to be necessary to improve Supplier’s Quality Assurance System.  Supplier shall promptly develop and submit to Buyer a plan to implement necessary measures of improvement according to the foregoing recommendations, and keep Buyer advised thereafter of the status and effectiveness of the implemented measures. (c) Upon Buyer’s request, Supplier shall deliver to Buyer data, records and other materials to evidence Supplier's testing, inspection and other quality assurance actions.  Buyer may (i) inspect the goods and/or work in process on the goods and (ii) conduct quality control measures and tests at Supplier's or any sub-supplier's premises.  Without cost to Buyer, Supplier shall provide facilities and assistance for Buyer inspections, tests and measures. Buyer shall not be liable for any reduction in value of samples used, nor shall any goods rejected be submitted to Buyer.

PRICING & PAYMENT

2.7   Pricing.  Unless otherwise specified in a Purchase Order, prices for Products are in U.S. dollars. No charges, surcharges, premiums, add-ons or price increases of any kind, or any other action that has the effect of increasing the cost to Buyer shall be allowed unless specifically agreed to by Buyer in writing.  Any applicable sales, use or federal or state taxes shall be shown separately on the invoice. Supplier warrants that it is selling at the lowest or most favorable prices that it offers to other Buyers for Products of the same quality to that herein.  If during the term of the Supply Agreement, Buyer receives a bona fide offer from another supplier to supply any Product at a price below that in effect for the Products purchased under the Supply Agreement and Buyer presents reasonable evidence to Supplier that Supplier will meet the price for the Product for the duration of the Supply Agreement or, if Supplier fails to meet such price, then Buyer shall have the right to purchase the Product from the other supplier, as well as the right, but not the obligation, to terminate the Supply Agreement without liability other than to pay for Products ordered by Buyer prior to termination that are subsequently delivered by Supplier in accordance with the Supply Agreement.  Supplier agrees to accept a valid tax exemption certificate or other evidence acceptable to the involved governmental authority in lieu of payment or reimbursement for such taxes.

2.8   Payment Terms. Payment terms shall be Net 75 days from date of invoice, to be disbursed twice per month, with individual shipment billing by location. Buyer may, at Buyer’s option, make payment by bank transfer payable to a designated EFT or wire address, with Supplier solely responsible for any fees or charges associated with this form of payment.  Buyer shall receive a prompt payment discount at Buyer’s discretion.

2.9   Invoices. All invoices or receiving documentation, electronic or otherwise, must contain the following information: Control number, Purchase Order number, Product or item number, description of each Product or item, sizes, quantities, and unit prices and any other information as requested by Buyer.

2.10 Set-Off. Buyer, including any component of Buyer or any of its affiliated companies, shall have the right at all times to set off any amount owing to or from Supplier under the Supply Agreement, any Purchase Order, or pursuant to any other agreement between Buyer and Supplier.

DELIVERY

2.11 Buyer's Commitment. Unless otherwise specifically agreed to in writing by Buyer, Supplier shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Buyer's Purchase Order. Supplier shall be solely responsible for managing its own inventory with respect to Products purchased and sold hereunder.   Buyer may provide Supplier with forecasts that list monthly order quantities that are anticipated during the term of this Agreement.  Both parties recognize that the forecasted volumes, if provided, do not constitute a commitment or obligation for Buyer to purchase and are for planning purposes only.  Such commitment or obligation to purchase by Buyer can only be made in accordance with a Purchase Order.

2.12 Delivery & Delays & Title & Risk of Loss. Specific requirements regarding delivery and packaging of Products shall be detailed in a Purchase Order and/or within the Supply Agreement. Delivery is not complete until Products have been actually received and accepted by Buyer as set forth herein. Except for delays caused by Buyer or a Force Majeure event (as defined herein), TIME IS OF THE ESSENCE WITH RESPECT TO DELIVERY UNDER THESE TERMS. If, for any reason, Supplier anticipates difficulty in complying with a required delivery date or meeting any other requirements of a Purchase Order, Supplier shall immediately notify Buyer in writing, providing details of the anticipated difficulty in complying. If Supplier does not comply with Buyer’s delivery requirements, in addition to such other rights and remedies it may have, Buyer may, in its sole discretion, (i) require delivery by the fastest way to meet the delivery dates in any Purchase Order or release at the sole expense of Supplier, (ii) submit a revised Purchase Order or release, or (iii) terminate any Purchase Order or release without liability to Supplier. Supplier shall be liable to Buyer for all reasonable costs incurred by Buyer. This provision shall survive termination or expiration of any Purchase Order or the Supply Agreement.  Title and risk of loss associated with the conforming Products shall transfer to Buyer upon delivery to Buyer’s delivery location.

2.13 Freight Terms. Unless otherwise stated in the Purchase Order, freight terms shall be F.O.B. Supplier’s location.

2.14 Foreign Purchases. Supplier agrees that Buyer will not be a party to the importation of the Products, that the transaction(s) represented by a Purchase Order will be consummated subsequent to importation, that Supplier will neither cause nor permit Buyer’s name to be shown as “importer of record” on any customs declaration and that Supplier will comply with all applicable laws, rules and regulations governing foreign purchases and importation.

2.15 Customs and Import/Export.  Credits or benefits resulting or arising from this Agreement including, but not limited to, trade credits, export credits, or the refund of duties, taxes, or fees, will belong to Buyer. Export licenses or authorizations necessary for the export of Products by Supplier to Buyer are the responsibility of Supplier.  All parts purchased by Buyer must be clearly marked with Buyer corporate part number. Buyer’s part numbers are to be located on each and every part as specified by the drawing or purchase order. In the case of several components making up an assembly, the components are to be placed inside one box and the box clearly marked with the Buyer part number.  Where Products are being sold to an entity in the United States but not manufactured in the United States, Supplier shall comply with Title 19 CFR Part 134 concerning origin determination and origin marking and adhere to Buyer’s standard operating procedures  with respect to United States Customs ISF regulations, including, without limitation, timely cooperation with Buyer’s designated forwarder or customs agent, as applicable.  Fines incurred by Buyer, Buyer’s forwarder or Buyer’s agent attributable to Supplier’s failure to provide timely and accurate information will be paid by Supplier.  Special attention is to be given to Title 19 CFR Part 134.26 Imported Articles Repacked.  For US manufactured goods, Supplier shall provide a Blanket Affidavit of Manufacture for each item (part number).  For NAFTA compliant goods, Supplier shall provide a Blanket NAFTA Exporter’s Certificate of Origin.  Additionally, all NAFTA goods are to be marked in accordance with Title 19 CFR Part 102.20.  If applicable, Supplier agrees to provide to Buyer or its approved agents upon request, the necessary documentation required to support proof of importation and payment of duties as described by U.S. Customs and Border Protection in Title 19 CFR Part 191, in order to support Buyer's duty drawback claims.  The Supplier also agrees to maintain said documentation in accordance with record keeping requirements also outlined in Title 19 CFR Part 191.

2.16 Certifications. From time to time, at Buyer’s request, Supplier shall provide certificates to Buyer relating to any applicable legal, import/export, or trade compliance requirements, in each case in form and substance satisfactory to Buyer.

2.17 Buyer’s Changes. Buyer shall have the right to request changes of any kind to any Purchase Order or release. If such requested change causes a material increase or decrease in Supplier’s costs required to perform Buyer's requested change, Supplier shall immediately notify Buyer in writing within ten (10) business days and furnish to Buyer sufficient supporting documentation of such material increase or decrease. Supplier shall not implement such change request until such time as resolution of any adjustment occurs by way of a modification to the related Purchase Order and/or Agreement.

2.18 Spare Parts. Supplier agrees to furnish functional components for a period of ten (10) years from the end of the term of the Supply Agreement at the lowest price at which Supplier sells such parts. Supplier shall not sell Buyer branded parts, for use on any Buyer branded Product, to any other entity.

WARRANTY & PRODUCT RECALL

2.19 Warranties. Supplier warrants that all Products sold to Buyer will be (i) free of any claim of any nature by any third person and that Supplier shall convey clear title to Products to Buyer, (ii) of merchantable quality free from all defects in design, workmanship and materials, and shall be fit for the particular purposes for which they are purchased, (iii) in compliance with all applicable laws, rules and regulations, and (iv) manufactured and provided in strict accordance with the specifications, designs, drawings, or other requirements, including performance specifications. Unless a greater duration is specified in an exhibit hereto, Supplier’s warranties shall extend for a time period equal to timeframe extended by Buyer to its customers for units in which the Products are used (“Buyer’s Units”). The warranties contained in this Section are in addition to and are not to be construed as restricting or limiting any warranties or remedies of Buyer, express or implied, which are provided by the Supply Agreement or by law. Any attempt by Supplier to limit, disclaim or restrict any such warranties or remedies of Buyer, in any manner whatsoever shall be null, void, and ineffective. Inspection, test, acceptance, or use of the Products in Buyer’s Units shall not affect the Supplier’s obligation under Supplier’s warranties and shall survive inspection, test, acceptance, and/or use. Upon notice from Buyer that Product failed within the warranty timeframe, in addition to any rights or remedies Buyer may have under the Supply Agreement or at law, Supplier shall reimburse Buyer for all direct or indirect costs incurred by Buyer as result of such failure including all repair and replacement costs and Supplier shall replace such defective Products at no cost to Buyer. Warranty failures shall be returned to Supplier at Supplier’s expense and at Buyer’s discretion. This provision shall survive termination or expiration of any Purchase Order or the Supply Agreement.

2.20 Product Recalls and Field Fix Programs.  If at any time a governing agency of the United States or any state, province or municipality requires Buyer to conduct a product safety recall or a field fix program, or Buyer voluntarily undertakes a product safety recall or field fix program in response to or in anticipation of the urging of a governmental agency or customer or based on the number of customer returns, and such recall or field fix program is related to the Products, Buyer will notify Supplier within 30 days.  Supplier shall (a) repair or replace defective Product units or at Buyer’s option, credit Buyer at Buyer’s total Product cost for defective units, and (b) reimburse Buyer completely for any related costs, losses and incidental and consequential damages.

OTHER TERMS

2.21 Indemnification. Supplier shall indemnify, defend and hold Buyer, and its officers, directors, employees, customers, users and agents  (collectively the "Indemnitees") harmless from and against any and all damages, claims, losses, expenses, costs, obligations, liabilities, including without limiting the generality of the foregoing, liabilities for attorney's fees, suffered directly or indirectly by an Indemnitee by reason of, or arising out of (i) any breach of any representation or warranty made by Supplier, (ii) any failure by Supplier to perform or fulfill any of its covenants or acts or omissions, or (iii) any litigation, proceeding or claim by any third party relating in any way to the obligations of Supplier. Supplier shall not consummate any settlement without the Indemnitee’s prior written consent. Supplier’s obligation to indemnify Indemnitees will continue in full force and effect notwithstanding the termination or expiration of any Purchase Order or the Supply Agreement. In any claim against an Indemnitee by an employee of Supplier or any subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable, the indemnification obligations set forth in this Section shall not be limited in any way by or for Supplier or any subcontractor under any applicable worker’s compensation act, disability or other employee benefit act. This provision shall survive termination or expiration of any Purchase Order or the Supply Agreement.

2.22 Intellectual Property Indemnity.  Supplier warrants that the Products shall be free of the claim of any person arising from patent, copyright, trademark or trade secret infringement and shall hold Buyer harmless from and defend Buyer against any such claim or demand and damages, including attorneys’ fees and expenses, in connection therewith.  Supplier will, at its option and expense, either (i) procure for Buyer, its affiliated entities and their respective customers the right to continue to use the affected Product as contemplated hereunder, or (ii) replace or modify the affected Product to make its use hereunder non-infringing while being capable of performing the same function without degradation of performance.  This provision shall survive termination or expiration of any Purchase Order or the Supply Agreement.

2.23 Liens. Supplier shall pay for all labor, services, materials, equipment, parts, and other expenses incurred by it in connection with meeting Supplier’s obligations, and shall indemnify and defend and hold Buyer harmless against all claims and liens arising out of Supplier’s unpaid accounts. This provision shall survive termination or expiration of any Purchase Order or the Supply Agreement.

2.24 Insurance. Supplier shall provide and maintain throughout the term of this Agreement inclusive of any warranty obligations the following insurance in US Dollars: (a) Workers Compensation: Statutory in accordance with the state in which the goods are being manufactured or assembled. (b) Employers Liability in the amount of $1,000,000 each occurrence. (c) Commercial General Liability with limits of $1,000,000 US each occurrence, $2,000,000 US aggregate, for bodily injury and property damage combined. Policy will include the following coverage features (1) blanket contractual liability, (2) Products, (3) completed operations, and (4) independent contractors coverage (d) Automobile Liability with limits of $2,000,000 each occurrence for bodily injury and property damage combined. Coverage will include “owned,” “hired” and “non owned“ automobiles. (e) Umbrella or Excess Liability with limits of $5,000,000 each occurrence and aggregate for bodily injury and property damage. Policy must be “following form” to all primary policies listed above with the exception of Workers Compensation. All insurance required above will be written with insurers rated A or better by the latest “A.M. Best” Guide. Where allowable under law a waiver of subrogation from Supplier (including affiliates and its directors and officers) and its insurers will be provided in favor of Buyer.  If applicable, all policies with the exception of Workers Compensation will identify Buyer as an additional insured. Supplier’s insurance will be primary and noncontributory to that maintained by Buyer.

2.25 Assignment. Unless Buyer has provided prior written consent, any partial or complete assignment by Supplier of right(s) or delegation of obligation(s) hereunder, including subcontracting, shall be void. Notwithstanding any permitted assignment, such assignment shall not relieve Supplier of its obligations and liabilities hereunder.

2.26 Confidentiality. Supplier will keep Confidential all Buyer information received from Buyer or on behalf of Buyer, or resulting from this Agreement or Supplier’s work under a Buyer Order. This provision shall survive termination or expiration of the Supply Agreement and any Purchase Orders.

2.27 Use of Name; Advertising. Supplier shall not use Buyer’s name, logo, domain name, trademark or any other proprietary information for any purpose whatsoever, including but not limited to any advertising and press releases, without the prior written approval of Buyer. This provision shall survive termination or expiration of any Purchase Order or the Supply Agreement.

2.28 Ethical Business Conduct. Buyer is committed to a policy of fair, honest and ethical business practices and conduct, and to full compliance with all applicable laws and government regulations.  Buyer expects all of its Suppliers to conduct themselves in an ethical manner and to comply with Buyer’s Business Partner Code of Conduct.  Supplier hereby agrees to and accepts the foregoing policy and the Ingersoll-Rand Business Partner Code of Conduct as a governing principle of the purchase relationship. Buyer prohibits its employees from using their positions for personal financial gain, or from accepting any personal advantage from anyone under circumstances which might reasonably be interpreted as an attempt to influence the recipients in the conduct of their official duties. Supplier and its employees shall not, under circumstances which might reasonably be interpreted as an attempt to influence the recipients in the conduct of their duties, extend any gratuity or special favor to employees of Buyer.  Supplier’s failure  to adhere to the requirements of this section or to the Ingersoll-Rand Business Partner Code of Conduct shall constitute a material breach of contract by Supplier and will allow Buyer to terminate for cause as provided in section 2.2 hereof. 

2.29 Force Majeure. Delay or non-performance of any obligation herein shall be excused if the cause of the delay is a Force Majeure Event.  A Force Majeure Event is defined as an event that is beyond the reasonable control of the party seeking to be excused from performance, is not attributable to such party’s negligence, and could not have been avoided or overcome and includes, but is not limited to the following, acts of God, actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, civil disobedience, insurrections, natural disasters, pandemics or epidemics and acts of terrorism, sabotage, war of the public enemy.  The non-performing party will notify the other party of such delay as soon as possible after the Force Majeure event or occurrence (but in no event more than 10 days thereafter) and will use its best efforts to remedy the non-performance. Supplier's ability to sell the Products at a more advantageous price and an increase in Supplier’s production costs, Supplier’s failure to obtain labor, and a significant increase in Supplier’s cost of raw materials shall not constitute a Force Majeure Event.

2.30 Buyer's Property. All tools, gauges, dies, fixtures, and patterns furnished by Buyer or which Buyer specifically authorizes Supplier to acquire for work on Buyer’s behalf (“Buyer’s Property”) shall be the property of Buyer. Buyer’s Property shall be listed and maintained in suitable condition to do the work by and at the expense of Supplier, and returned to Buyer at any time upon request, F.O.B. Supplier's plant. Supplier shall: maintain insurance on Buyer’s Property in an amount equal to the replacement cost thereof, with loss payable to Buyer; name Buyer as a loss payee; and furnish a certificate of insurance evidencing such insurance to Buyer if Buyer so requests.  If Tooling is involved in this transaction the parties will execute a Bailment Agreement which may be attached hereto.

2.31 Waiver. The Supply Agreement and any Purchase Orders cannot be rescinded, modified or waived except in writing, signed by an authorized representative of the party to be charged.

2.32 Governing Law. These terms and any purchase between Buyer and Supplier shall be construed and enforced according the laws of the State of New York excluding its "choice of law" or "conflict of law" rules and Excluding the United Nations Convention on Contracts for the International Sale of Goods.

2.33 Compliance with Laws.  Supplier represents and warrants that the Products shall comply with all applicable laws, rules and regulations.  Supplier warrants that all Products supplied to Buyer shall comply with, and Supplier agrees to be bound by, all applicable foreign, United States federal, state and local laws, orders, rules, regulations, guidelines, standards, limitations, controls, prohibitions, or other requirements which are contained in, issued under, or otherwise adopted pursuant to such laws.  Supplier further represents that neither it nor any of its subcontractors will utilize child, slave, prisoner or any other form of forced or involuntary labor, or engage in abusive employment or corrupt business practices, in the supply of goods or provision of services under this contract.  At Buyer’s request, Supplier shall certify in writing its compliance with the foregoing. 

2.34 Equal Employment Opportunity. Buyer is a federal contractor that complies fully with Executive Order 11246, as amended, and the applicable regulations contained in 41 C.F.R. Parts 60-1 through 60-60, 29 U.S.C. Section 793 and the applicable regulations contained in 41 C.F.R. Part 60-741; and 38 U.S.C. Section 4212 and the applicable regulations contained in 41 C.F.R. Part 60-250. The following provisions are incorporated herein by reference: Executive Order 11246 and the Equal Employment Opportunity clause, section 60-4.3(a) of 41 CFR, concerning equal opportunity obligations of federal contractors and subcontractors; Executive Order 11701 and the Affirmative Action clause, section 60-250.4 of 41 CFR, concerning affirmative action obligations of federal contractors and subcontractors; Executive Order 11758 and the Affirmative Action clause, section 60-741.4 of 41 CFR, concerning affirmative action obligations for handicapped workers of federal contractors and subcontractors; U.S. immigration laws, including the L-1 Visa (Intercompany Transferee) Reform Act of 2004 (the “L-1 Reform Act”) and the H-1B Visa Reform Act of 2004 (the “H-1B Reform Act”); and Executive Order 13201 and section 29 CFR 470, regarding the notice of employee rights concerning union dues and fees.

2.35 Improvements.  Supplier agrees to promptly disclose and hereby irrevocably transfers, conveys and assigns to Buyer all of its worldwide right, title, and interest in and to any derivatives, enhancements, modifications, alterations or improvements Supplier conceives to any patent, patent application, technology, trade secret, know-how or confidential information of Buyer disclosed by Buyer to Supplier during the Term, and/or any development, design or Product form created in the course of performance of the Agreement (collectively "Improvements") during the Term whether solely by Supplier or jointly by Supplier and Buyer, being under the direction of, requested by, commissioned by, or in accordance to specific requirements of Buyer.  Buyer shall have the exclusive right to apply for or register any patents, mask work rights, copyrights, and such other proprietary protections, formal or informal, with respect to such Improvements, on a worldwide basis, and to incorporate Improvements into the Products at no additional charge in any manner.  Supplier shall cooperate as reasonably requested by Buyer in order for Buyer to obtain all available protection of any intellectual property rights related to any such Improvements and Supplier shall execute such documents, including assignment of rights, patent assignments, render such assistance, including reasonable efforts to obtain the execution of patent applications by the individual inventors of such inventions, and take such other actions as Buyer may reasonably request, at Buyer's expense, to apply for, register, perfect, confirm, and protect Buyer’s rights in the Product and any Improvements.  Supplier shall be solely responsible for compensation payable to individual inventors of Supplier by law, if any, or by contract, if any.

2.36  Grant of License Rights to Buyer.  Supplier hereby irrevocably grants to Buyer and its affiliates, a non-exclusive, royalty-free, fully paid up, worldwide right and license to practice, reproduce in any medium and form, use, have used, make, have made, license, sublicense, assemble, offer for sale, sell, import, export, and otherwise transfer without attribution of any intellectual property, whether pre-existing or later developed, necessary for any of the performance of manufacture, distribution, sale and service of Products, Improvements, or any terms of the Agreement by either Buyer or Supplier, and Supplier further covenants not to sue Buyer, its directed agents and end users under this section, including for any intellectual property Supplier may separately acquire hereafter that may be necessary under this section.   Supplier represents and warrants that Supplier has all rights necessary and sufficient to make the licenses and grants hereunder.

2.37 Grant of Limited License Rights to Supplier.  The use by Supplier of any intellectual property and/or confidential information owned by Buyer, by virtue of this Agreement or otherwise, is authorized only for the purposes set forth herein, and upon termination of this Agreement for any reason such authorization shall cease. 

2.38 Design and Manufacturing Rights. Except as otherwise addressed in a development agreement between the parties, Supplier agrees that, where Supplier undertakes activity of a research, development and/or design nature using information provided by Buyer, Buyer shall own all rights in any resulting work product, including without limitation all know-how, trade secrets and copyrights, and Supplier shall take all necessary steps to ensure that Buyer obtains full legal title in and to said rights, including executing an assignment of rights document prepared by Buyer.

2.39 Signatures in Counterpart.  This Supply Agreement may be executed in several counterparts, each of which when executed shall be deemed to be an original, but all together shall constitute but one and the same agreement.  A facsimile copy hereof shall suffice as an original.

2.40 Complete Agreement. This Supply Agreement, which includes any documents incorporated herein by reference, and Purchase Orders issued hereunder, and the Exhibits and Terms, sets forth the full and complete agreement of the parties regarding the purchase and sale of Products and supersedes any and all prior or contemporaneous proposals, agreements, understandings, representations, statements and courses of conduct between the parties regarding the Products made prior to the execution of this Agreement, excluding any non-disclosure/confidentiality, bailment or development agreements previously entered into by the parties. 

2.41 Notices and Change of Address. All notices to be given by either party to the other shall be in writing and may be delivered in person, or may be sent by receipted courier, express mail, e-mail, or postage prepaid certified or registered mail, and addressed to the party for whom it is intended to the addresses set forth in Section 1.5. Notices are deemed delivered or given and become effective upon mailing if mailed as aforesaid and upon actual receipt if otherwise delivered.  All notices or other communi­cations under this Agreement shall be in writing and may be delivered in person, or may be sent by receipted courier, express mail, e-mail, or postage prepaid certified or registered mail, addressed to the party for whom it is intended, at the addresses set forth in this Agreement. Either party may change its address for notice by giving written notice to the other party of the change. Any notice or other communication shall be deemed given no later than the date actually received.  Notice by courier, express mail, certified mail, or registered mail shall be deemed given on the date it is officially recorded as delivered by return receipt or equivalent and, in the absence of such record of delivery, it shall be rebuttably presumed to have been delivered on the third business day after it was deposited, first-class postage prepaid, in the mails.  Notices sent by e-mail require tangible confirmation of receipt from the addressee.

2.42 Survival.  Sections 2.19, 2.20, 2.21, and 2.22 hereof, in addition to such other provisions of this Agreement, which by their nature are intended to survive termination, cancellation, completion or expiration of this Agreement shall continue as valid and enforceable obligations of the parties, notwithstanding any such termination, cancellation, completion or expiration.