Last Updated: September 15, 2026

These Purchase Order Terms (“Terms”) govern the provision of services (“Services”) and products (including materials, Software, deliverables, and all other tangible results of services) (“Products”) provided by the entity identified as ‘Supplier’ (“Supplier”) on the purchase order (the “PO”) to the Mytra entity identified on the PO (“Mytra”).

1. General

1.1. Acceptance of Terms. Commencement of Services or delivery of Products by Supplier shall constitute agreement to the Terms. Signature below or written consent by a Supplier representative shall also constitute agreement to the Terms effective on the date of such signature or consent.

1.2. Rejection of Inconsistent Supplier Terms. Mytra rejects any terms contained in any proposal, quotation, acknowledgment, invoice, or other communication of Supplier inconsistent with these Terms.

1.3. Forecasts. Forecasts are non-binding estimates only and create no obligation for Mytra to purchase any Services or Products.

2. Performance

2.1. On-Time Performance. Supplier shall provide the Services and deliver the Products on-time, in accordance with the volumes and delivery locations specified by Mytra. Time is of the essence as to the provision of Services and delivery of Products. If Supplier is unable to provide the Services or deliver the Products on-time, Supplier will promptly notify Mytra and assign additional resources as needed to meet the required date.

2.2. Delivery of Products.

• (a) Expedited Delivery. With respect to Products that Supplier is unable to deliver on-time, upon Mytra’s request, Supplier will deliver the affected Products using priority freight delivery (at Supplier’s expense).
• (b) Delivery Terms. Products will be delivered DDP (designated location as specified by Mytra), unless another Incoterm is designated by Mytra in the PO, with title and risk of loss transferring from Supplier to Mytra at the designated delivery location. For Products delivered to a Mytra-specified hub facility, title and risk of loss shall transfer from Supplier to Mytra when Mytra withdraws the Products from the hub. “DDP” means delivered duty paid as defined by the International Chamber of Commerce in its publication “Incoterms 2020; ICC Official Rules for the Interpretation of Trade Terms” (“Incoterms 2020”). Any other Incoterms designated by Mytra in the PO shall have the meaning set forth in Incoterms 2020.
• (c) Customs Clearance. Upon Mytra’s request, Supplier shall, at no charge, promptly forward to Mytra any documents required to clear Products through customs and obtain possession of Products at the port of entry.

2.3. No Unauthorized Supplier Modifications. Supplier shall not modify, without Mytra’s prior written consent: (a) the Mytra Specifications; (b) the Services and Products; and (c) after Qualification by Mytra, the processes used to create Services and Products. “Qualification” means Mytra’s prior written approval, if applicable as set forth in the Mytra Specifications, for Supplier to create Services and Products according to the Mytra Specifications.

2.4. Acceptance. If Mytra determines, in its sole discretion, that the Services or Products do not comply with the Terms (including the Specifications), Mytra may reject the non-conforming Services and Products. Upon rejection, Supplier will, at Mytra’s option, promptly: (a) at no charge to Mytra, correct any failure as soon as practicable (or such other time period agreed in writing); (b) refund the full amount paid for the rejected Services and Products, plus any inspection, test, and transportation charges paid by Mytra; or (c) at no charge to Mytra, replace such rejected Services and Products. Payment of invoices will not be deemed acceptance of Services or Products.

2.5. Adjustments and Cancellation.

• (a) No Charge. Mytra may reschedule, redirect, increase or decrease quantities under, modify the scope or Specifications of, or cancel all or part of the PO at any time without charge and without incurring any liability to Supplier, except as expressly set forth in these Terms. Upon cancellation, Supplier will, to the extent and at the times specified by Mytra, stop all work on the Services or Products (or designated portions thereof) that have been cancelled, incur no further costs, and protect all property in which Mytra has or may acquire an interest (and will provide all such property to Mytra upon request). Mytra will not be responsible for any costs in connection with cancelled Services or Products except for payment for the portion of Services provided and Products delivered, and accepted, in accordance with these Terms prior to notice of cancellation.
• (b) Reimbursement. Solely for Products and Services that Mytra has requested Supplier to substantially customize to Mytra Specifications and that Supplier offers to no other customers, and with respect to each PO accepted by Supplier, Supplier may request reimbursement from Mytra according to this subsection.
• • (1) The request must not exceed an amount that is 20% of the undelivered value of the PO as of the date of Mytra’s cancellation of such PO.
  • (2) The request may be made only one time not sooner than 3 months after Mytra’s cancellation in order to give Supplier sufficient time to cancel, return for credit, repurpose, resell, and recycle any unnecessary parts or materials, collect refunds from its sub-suppliers, and mitigate all of Supplier’s costs arising from Mytra’s cancellation, while maintaining any and all of Supplier’s confidentiality and exclusivity obligations to Mytra.
  • (3) The request shall include documentation to enable Mytra to verify the request. Mytra may exercise its audit rights according to these Terms to confirm the accuracy of the request.
  • (4) At Mytra’s election, any reimbursement amount may be applied in whole or in part to Mytra’s account as a debit to Mytra, absorbed in Mytra’s pricing until satisfied, or paid by Mytra.
  • (5) If and when Mytra confirms the reimbursement for any materials, WIP, or tooling, Supplier shall, at Mytra’s election, transfer title to Mytra, deliver to Mytra at Mytra’s expense, recycle, or scrap such property according to Mytra’s instructions, and execute a bill of sale or confirmation of destruction as applicable.
• (c) Effective Time for Adjustments. Any increase in quantity or change in Specifications shall be effective upon Mytra’s written notice to Supplier (including via a revised PO) and shall not require a separately signed amendment.

2.6. Labeling and Branding. Mytra may specify any labeling and branding of Services and Products in the PO or Specifications. Supplier may not place any labels, trade names, trademarks, or logos on Services and Products without Mytra’s prior written consent.

3. Personnel & Resources

3.1. Required Resources. Supplier will provide all personnel, equipment, software, materials, and other resources necessary to provide the Services and Products.

3.2. Management of Supplier Personnel. Supplier is solely responsible for managing any Supplier Personnel (e.g., hiring, firing, designating where and when Supplier Personnel perform Services and create Products, work assignments, practices, policies and procedures, and ensuring compliance with all applicable laws and regulations). “Personnel” means officers, directors, agents, consultants, contractors, and employees of Supplier or Mytra, as the case may be.

3.3. Support. Supplier shall provide, at no cost to Mytra, all technical, operational, and informational support relating to the Services and Products that Mytra deems necessary to use the Services or Products.

3.4. Subcontractors. Supplier may subcontract the performance of its obligations under the PO to an entity (a “Subcontractor”) provided that, with respect to each Subcontractor, Supplier: (a) first obtains Mytra’s written consent; and (b) has entered into agreements sufficient to ensure such Subcontractor’s compliance with the Terms (including the confidentiality requirements in Section 5 (Confidentiality) and Section 7 (Technology Rights)). Supplier shall be directly liable for and shall indemnify and hold Mytra harmless from and against any liabilities, losses, damages, costs, and expenses, including reasonable attorneys’ fees, incurred by Mytra related to any breach of these Terms by a Subcontractor.

4. Payment

4.1. Pricing.

• (a) General. The price charged for Services or Products shall be the lowest of: (1) the price specified on the PO; (2) the price agreed by Mytra and Supplier in writing; or (3) the lowest price otherwise proposed by Supplier to Mytra (for example, Supplier’s quoted price on the date Mytra submits the PO).
• (b) Blanket Purchase Orders. If Mytra issues Supplier a Blanket PO, Supplier shall provide the Services or Products subject to the pricing agreed in writing between Mytra and Supplier at the time the Blanket PO is issued (e.g., in a corresponding rate card or price sheet, or the text of the PO). Supplier is not authorized under any Blanket PO to modify the Mytra Specifications and scope of Services, provide any additional Services or Products outside the Mytra Specifications, or to charge any more for Services or Products than as agreed in writing at the time the Blanket PO was issued, and Mytra will not be required to pay any unauthorized amounts. “Blanket PO” means a PO that authorizes Supplier to provide recurring Services or Products resulting in multiple Mytra payments over a period of time as may be specified on the PO.

4.2. Invoices. Supplier shall invoice Mytra for Services that have been provided and Products that have been delivered in accordance with the Terms. Supplier shall ensure that invoices submitted include accurate and complete information (including all supporting documentation Mytra requests to substantiate payments). Supplier will submit invoices as directed by Mytra. eInvoicing must be used where available.

4.3. Payment.

• (a) Invoices. Upon receipt of each valid, correct, and undisputed invoice, payment is due and payable for the invoiced amount within the timeframe identified on the PO. The Mytra entity identified on the PO is the sole Mytra entity responsible for payment.
• (b) Down Payments and Advance Payments. If a PO specifies a down payment, deposit, or other advance payment, such amount shall be credited against the total price due under the PO. Upon any cancellation, termination, or reduction in scope of the PO under Section 2.5 (Adjustments and Cancellation) or Section 10 (Termination), Supplier shall, within 10 days, refund or credit to Mytra (as Mytra shall elect) the portion of any down payment or advance payment that exceeds the value of Services actually provided and Products actually delivered and accepted as of the effective date of such cancellation, termination, or reduction. Supplier shall hold any down payment or advance payment exceeding $100,000 in a segregated account for Mytra's benefit until such amount is earned through performance, and shall promptly notify Mytra of any event reasonably likely to impair Supplier's ability to refund such amount.

4.4. Late Invoices. Failure to submit a correct invoice for amounts owed by Mytra within ninety (90) days after the event giving rise to the payment is a waiver by Supplier of Mytra’s liability for the amounts due.

4.5. Currency. All amounts payable will be in the currency designated by Mytra (as may be identified on the PO).

4.6. Costs. Supplier is solely responsible for all costs incurred in connection with providing the Services and Products.

4.7. Setoff. All amounts due from Mytra are net of any indebtedness of Supplier to Mytra. In addition to any right of set-off, deduction or recoupment by law, Mytra may, upon written notice to Supplier, set off against, and deduct and recoup from, any amounts due or to become due from Mytra to Supplier, any amounts due or to become due from Supplier to Mytra, including for damages resulting from breaches by Supplier of its obligations under these Terms or any other agreement with Mytra. If an obligation of Supplier is disputed, contingent or unliquidated, payment by Mytra of all or any portion of the amount due may be deferred until such dispute or contingency is resolved or the obligation is liquidated.

5. Confidentiality

5.1. General.

• (a) Supplier shall maintain the confidentiality of Mytra Confidential Information and may disclose Mytra Confidential Information only to Supplier Personnel who have a need to know such Mytra Confidential Information in order for Supplier to provide the Services and Products and who are bound by a written agreement with Supplier that is at least as protective of Mytra’s Confidential Information as provided herein.
• (b) Supplier shall use a reasonable degree of care to protect Mytra Confidential Information and shall not disclose Mytra Confidential Information to any third party without Mytra’s prior written consent in each instance. Supplier may disclose Confidential Information to the extent it is required by law if it makes reasonable efforts to provide prior notice to Mytra and seeks protective treatment of Confidential Information.
• (c) Supplier shall not use Mytra Confidential Information for any purpose except to provide the Services and Products and otherwise perform Supplier’s obligations hereunder. Supplier shall promptly notify Mytra upon discovery of any unauthorized use or disclosure (or reasonably suspected unauthorized use or disclosure) of Mytra Confidential Information by Supplier or any Subcontractor. Supplier shall return or destroy all Mytra Confidential Information within 30 days of Mytra’s request.
• (d) “Mytra Confidential Information” means the existence and subject matter of the PO, all Personal Data collected, accessed, maintained, used, processed or transferred by or to Supplier under the PO, and any other nonpublic information or material disclosed by Mytra to Supplier in connection with the PO, including information Supplier learns from Mytra Personnel, through the inspection of Mytra property, or that would reasonably under the circumstances be understood to be confidential information.
• (e) This Section 5 (Confidentiality) shall be in addition to, and shall not derogate from, any other confidentiality agreement between Supplier and Mytra.

5.2. No Press Release or Publicity. Supplier shall not issue, procure, or permit any third party to issue a press release or other publicity regarding Mytra or its Related Entities, or the PO or its subject matter, without Mytra’s prior written consent. “Related Entities” means any business entity that controls, is controlled by, or is under common control with an entity, where “control” means that the entity possesses, directly or indirectly, the power to direct the management policies of the other entity (whether through ownership of voting securities, an interest in registered capital, by contract, or otherwise).

6. Software and Cloud Services

6.1. License Grant.

• (a) Supplier, on behalf of itself and its Related Entities, hereby grants to Mytra and its Related Entities a nonexclusive, irrevocable, transferable (to Mytra Related Entities), perpetual (except where a specific term is identified on the PO), paid-up (subject to payment of fees in accordance with any payment schedule agreed in writing), royalty-free, worldwide license to use, import, reproduce, display, perform, distribute, modify, prepare derivative works of, disclose (as necessary), and otherwise exploit the Software and Documentation, and to have others exercise such rights on Mytra’s behalf.
• (b) “Software” means all software provided by Supplier in connection with the PO, including all firmware, scripts and Updates. “Documentation” means all user guides, manuals, installation instructions, and other written materials provided by Supplier in connection with the Software or the Cloud Services (defined below). “Updates” means updates, bug fixes, patches, enhancements, upgrades, and new versions of or to the Software or the Cloud Services.

6.2. Limitations. Mytra shall not decompile, reverse engineer, disassemble, or otherwise attempt to derive Source Code for the Software, except as permitted by law. Mytra shall not remove, obscure, or alter Supplier’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within the Software or Documentation and shall reproduce all titles, trademarks, and copyright and restricted rights notices in any copies of the Software and Documentation. “Source Code” means human-readable computer code, including related programmer comments and procedural language.

6.3. Cloud Services.

• (a) General. All cloud services (including software-as-a-service, platform-as-a-service, and infrastructure-as-a-service), Updates, and Documentation that Supplier provides to Mytra or any entity or individual authorized by Mytra to use such services, Updates, and Documentation (the “Cloud Services”) will be provided in accordance with this Section 6.3. Each Cloud Service is a Service as defined in the Terms.
• (b) Mytra Data. All data entered, stored, transmitted, or processed by Mytra using the Cloud Services and all data generated or derived from such data (collectively, the “Mytra Data”) shall be deemed Mytra Confidential Information. Mytra Confidential Information must not be used to train any artificial intelligence tool or agent that could be used for the benefit of third parties, such as Supplier’s other customers.
• • (1) The Cloud Services shall not contain, and Supplier shall not insert into the Cloud Services, any software designed to damage, prevent Mytra’s access to, or erase any Mytra Data stored or contained in the Cloud Services or require action or intervention by Supplier to allow Mytra’s use of the Cloud Services as permitted under the Terms.
  • (2) In addition, upon request by Mytra at any time, including upon expiration or termination of the Cloud Services, Supplier will, at no charge to Mytra, provide to Mytra, or enable Mytra itself to extract, all Mytra Data contained in the Cloud Services in the form and format and with the technological means requested by Mytra.
  • (3) Supplier’s system data, log files, telemetry and derivatives generated in connection with Supplier's Cloud Service for Mytra are Project Technology, and Supplier’s grant of rights to Mytra according to Section 7.3 (Mytra’s Rights in Technology) of these Terms includes the right for Mytra to create and use aggregate data for Mytra's own product-improvement, benchmarking, and analytics purposes.
• (c) Service Levels. Supplier shall provide the Cloud Services in accordance with the Specifications, including any uptime requirements, incident response times, maximum or average times to repair, reporting, or any other service levels set forth therein, or if not identified in the Specifications, in accordance with industry best practices.
• (d) Maintenance and Support. In addition to Supplier’s general support obligations set forth in the Terms, Supplier will provide business continuity and disaster recovery for the Cloud Services in accordance with the Specifications, or if not identified in the Specifications, in accordance with industry best practices.

6.4. Click-Wrap. Any “click-wrap” agreement, terms of use, electronic acceptance, order confirmation, or other terms that a user may be required to acknowledge or accept or that is otherwise displayed or accessible to a user when downloading, receiving, using, or otherwise accessing the Services or Products or any portion thereof, are of no force and effect as between Mytra (and any entity or individual authorized by Mytra to use the Services or Products) and Supplier.

7. Technology Rights

7.1. Definitions.

• (a) “Intellectual Property Rights” or “IPR” means any and all current and future rights in copyrights, trade secrets, trademarks, mask works, patents, design rights, trade dress, right of privacy or publicity, moral rights, and any other intellectual property rights that may exist anywhere in the world, including, in each case, whether unregistered, registered, or comprising an application for registration, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of the foregoing.
• (b) “Technology” means all tangible items, intangible items, and Intellectual Property Rights including, but not limited to, prototypes, models, parts, assemblies, experiments, materials, in-process work, tools, equipment, testers, fittings, ideas, inventions, software, reports, works of authorship, circuit designs, language models, artificial intelligence agents, libraries, code, and data.
• (c) “Project Technology” means all Technology created, discovered, or developed in the performance of the Services or development of Products for Mytra under the PO, or otherwise created, discovered, or developed using Mytra Confidential Information.
• (d) “Separate Technology” means all rights, title, and interest in and to Technology that a party acquired, licensed, created, discovered, or developed at any time separately and independently of Project Technology.

7.2. Ownership of Technology. Each party shall own all right, title, and interest in and to any Separate Technology and Project Technology developed by such party, subject to Supplier’s license grant to Mytra set forth in Section 7.3.

7.3. Mytra’s Rights in Technology.

• (a) Supplier, on behalf of itself and its Related Entities, hereby grants to Mytra an irrevocable, perpetual, paid-up, royalty-free, worldwide license, with right to sublicense, to use, sell, offer to sell, import, reproduce, display, perform, distribute, modify, prepare derivative works of, disclose (as necessary) and otherwise exploit the Products (including Software in the Products) and Services for any purpose, to practice any method or process in connection with the foregoing, and to have others exercise such rights on Mytra’s behalf.
• (b) For Separate Technology, the license grant to Mytra in Section 7.3(a) shall be non-exclusive and limited in scope only to such Separate Technology necessary for Mytra’s use of Services and Products in accordance with the PO and Mytra’s Specifications.
• (c) For Project Technology, the license grant to Mytra in Section 7.3(a) shall be exclusive to Mytra, and shall not be limited in scope. The exclusive license grant includes Mytra’s exclusive right to seek, maintain, and enforce patents and other IPR registrations related to any Project Technology.
• (d) Supplier shall not assert any claim of infringement of IPR or Technology against, or seek to block or enjoin the design, development, marketing, manufacture, making, sale, commercialization, export, import, or servicing by Mytra and its Related Entities of any service or product incorporating Project Technology (whether such Project Technology is owned by Supplier, Mytra or a combination of any owners).

7.4. Supplier’s Rights in Technology.

Supplier may only use Project Technology (whether owned by Supplier, Mytra or a combination of any owners), Separate Technology owned or controlled by Mytra, and Mytra Confidential Information to the extent required for the performance of Supplier’s obligations under the PO and in compliance with the Specifications for the benefit of Mytra and its Related Entities.

7.5. Assistance. Supplier shall, solely if Mytra elects to pursue or maintain patent prosecution, other registration, protection, or enforcement of IPR in Project Technology, take any action, or refrain from taking any action, and provide any assistance reasonably requested by Mytra to enable Mytra to secure, perfect, register, or enforce any Intellectual Property Rights in such Project Technology.

8. Warranties

8.1. General Warranties. Supplier represents and warrants that: (a) Supplier has the right to grant the rights and licenses contained herein and Supplier’s performance hereunder will not cause Supplier to breach any other agreements; (b) all specifications and other documentation provided by Supplier are complete and accurate; and (c) the Services and Supplier’s performance under the PO will conform to all Specifications, comply with all applicable laws and regulations, and will be conducted in a professional and workmanlike manner with a degree of skill, care and timeliness consistent with best industry practices. “Specifications” means the most current version of all specifications and requirements (including schedules) applicable to any Service or Product that Mytra may provide from time to time, and any other descriptions provided by Supplier and approved in writing by Mytra.

8.2. Product Warranties. Supplier represents and warrants that: (a) prior to delivery, Supplier has full and warrantable title to the Products, which will be delivered free and clear of liens and encumbrances; (b) the Products will not be misbranded or falsely labeled, advertised, or invoiced; (c) the Products do not infringe any Intellectual Property Rights of a third party, and no fees or royalties shall be due from Mytra with respect to use of such Products; (d) the Products are new and comprised of new materials when delivered; (e) the Products are safe for any use that is consistent with the Specifications or that is reasonably foreseeable; (f) during the Warranty Period, the Products will conform to the Specifications and be merchantable and free from defects; (g) Supplier has, with respect to all third-party technology used in the Products, obtained all necessary rights from the third party to permit Mytra to use such technology in accordance with the Terms, without payment of any royalties or other payments to such third party or any other restrictions; (h) the Software does not contain any viruses, malware, or other harmful code; (i) the Software does not contain any Open Source Software unless Mytra has given its prior written authorization otherwise; and (j) all third-party warranties on components or materials incorporated into the Products are (1) assignable to Mytra and Mytra's customers, (2) actually assigned or passed through to Mytra on delivery, and (3) enforceable for at least the same duration as Supplier’s warranty obligations under these Terms. Supplier must deliver copies of the underlying third-party warranty documents on request.

8.3. Service Warranties. Supplier represents and warrants that: (a) Services will be provided free and clear of liens and encumbrances; (b) the Services will not be misbranded or falsely labeled, advertised, or invoiced; (c) the Services do not infringe any Intellectual Property Rights of a third party, and no fees or royalties shall be due from Mytra with respect to use of such Services; (d) the Services are safe for any use that is consistent with the Specifications or that is reasonably foreseeable; (e) during the Warranty Period, the Services will conform to the Specifications and be merchantable and free from defects; (f) Supplier has, with respect to all third-party technology used in the Services, obtained all necessary rights from the third party to permit Mytra to use such technology in accordance with the Terms, without payment of any royalties or other payments to such third party or any other restrictions; (g) the Services do not contain any viruses, malware, or other harmful code; (h) the Services do not contain any Open Source Software unless Mytra has given its prior written authorization otherwise; and (i) all third-party warranties incorporated into the Services are (1) assignable to Mytra and Mytra’s customers, (2) actually assigned or passed through to Mytra on provision of the Services, and (3) enforceable for at least the same duration as Supplier’s warranty obligations under these Terms. Supplier must deliver copies of the underlying third-party warranty documents on Mytra’s request.

8.4. “Warranty Period” means the period that is the greater of (a) three years from the date of delivery of the Products and provision of Services, (b) 12 months from acceptance by a Mytra customer of a Mytra solution incorporating Products or Services, or (c) the period set forth in the PO.

8.5. “Open Source Software” means any software or derivative thereof that is subject to: (a) a requirement that it is to be distributed or made available in source code; (b) a requirement that any patents related to the software are either licensed to or may not be asserted against recipients of the software; (c) a requirement to include licensor attribution(s); or (d) any license meeting the Open Source Definition (as promulgated by the Open Source Initiative), the Free Software Definition (as promulgated by the Free Software Foundation), or any substantially similar license.

8.6. Remedies. For Services and Products that fail to comply with the warranties set forth in Section 8.1 (General Warranties), Section 8.2 (Product Warranties), or Section 8.3 (Service Warranties) above, Supplier shall promptly, at Mytra’s option, and in addition to any other remedy available at law or equity: (a) correct or replace the Services or Products as soon as practicable (or such other time period agreed in writing); (b) re-perform the Services; or (c) accept the return of and refund any amounts paid for the defective or non-conforming Services and Products (plus any inspection, test, and transportation charges).

8.7. Spare Parts Availability. Supplier must (a) at least annually deliver to Mytra a list of recommended spare parts (“RSPL”) with unit list prices; (b) sell parts to Mytra and Mytra's designees at RSPL prices during the Warranty Period and at RSPL price plus an annual increase for a post-warranty period of years set forth in the PO; (c) hold stock or last-time-buy inventory for a specified minimum period set forth in the PO, if any; and (d) give Mytra the rights under Section 8.8 relative to spare parts.

8.8. End-of-Life Notice and Last-Time Buy. For a period of 7 years starting on the date of last delivery of a Product or Service (the “EOL Period”), Supplier must give Mytra (a) at least 12 months' advance written notice before discontinuing manufacture, sale, support, or repair of any Product, spare part, or Service; (b) a last-time-buy right at then-current pricing for at least 12 months after notice; and (c) at Mytra's option, a royalty-free license to manufacture (or have manufactured) the discontinued Product or Service during the EOL Period, together with delivery of all Documentation, drawings and manufacturing know-how in escrow (source-code and design-file escrow for Software/firmware).

9. Indemnity

9.1. Indemnity. Supplier shall indemnify and hold Mytra, Mytra Related Entities, and Mytra Personnel harmless, and at Mytra’s request, defend Mytra, Mytra Related Entities, and Mytra Personnel, from and against all costs, damages, and fees (including attorney and other professional fees) attributable to claims or allegations that: (a) the Services, Products, or other performance of obligations under the PO, or any portion thereof, on their own or in combination with other services and products, or the use of the foregoing by Mytra, infringe any third-party’s Intellectual Property Rights; (b) the Services, Products, or other performance of obligations under the PO caused personal injury or property damage; (c) arise or are alleged to have arisen as a result of negligent or intentional acts or omissions of Supplier or Supplier Personnel, or a breach by Supplier of any of these Terms; or (d) relate to Supplier Personnel and results from an act or omission by Supplier, including that Supplier Personnel has not received the payment of any wages, statutory benefits, worker’s compensation insurance (or the local equivalent), or other compensation, including statutory penalties or interest, or that Supplier Personnel are in any way employees of Mytra (“Covered Claims”).

9.2. Assistance and Settlements. Supplier shall provide all reasonable assistance, at Supplier’s expense, to Mytra or its counsel in relation to the defense, remedy, or mitigation of any Covered Claim. Supplier shall not, without Mytra’s prior written consent, make any admissions of liability, enter into any settlement that imposes any obligation on Mytra, or publicize any settlement details relating to Mytra.

9.3. Duty to Correct. If a third party claims that the Services or Products infringe any Intellectual Property Rights, Supplier shall, in addition to its other obligations under this Section 9, promptly notify Mytra in writing of such claims and, at its own expense, exercise one or more of the following remedies in coordination with Mytra and at a time and in a manner that will avoid any risk of interruption of Mytra’s business: (a) obtain from such third-party rights to enable Supplier to perform its obligations under the PO; (b) modify the Services or Products so they are non-infringing and in compliance with the PO; (c) replace the Products and Services with non-infringing versions that comply with the requirements of the PO; or (d) at Mytra’s request, accept the cancellation of infringing Services and Products and refund any amounts paid.

10. Termination

10.1. Termination for Cause. Either party may terminate the PO following written notice if the other party: (a) materially breaches any of its obligations hereunder and such breach is not cured (if capable of cure) within thirty (30) days after the date notice was provided; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or files for or is the subject of a petition in bankruptcy. If Supplier believes that it is about to become or becomes insolvent, is or is about to become subject to a petition in bankruptcy, or misses any debt payments, it shall provide immediate notice (i) by email and overnight courier to its Mytra contact, and (ii) by overnight courier to Mytra Inc., Attn. General Counsel, at the address of Mytra’s agent for service of process in Delaware.

10.2. Survival. The provisions herein, which by their nature should remain in effect beyond termination of the PO, will survive until fulfilled, including Section 4 (to the extent payments are outstanding) and Sections 5-12.

10.3. Transition Services. At Mytra’s request, upon expiration or termination (for any reason) of Supplier’s provision of any Services or Products (including upon any expiration or termination of any PO), Supplier will continue to provide, at a fee (prorated as applicable) not to exceed the agreed upon fees in effect immediately prior to such expiration or termination, the same Services or Products, including all corresponding licenses and support, at no less than the levels and volumes provided immediately prior to expiration or termination, for a period of up to one (1) year following the date of such expiration or termination.

11. Additional Requirements

11.1. Compliance with Laws. Supplier shall comply with all applicable laws and regulations in performing its obligations under the PO, including all applicable employment, labor, and human rights, data privacy, health and safety, tax, customs, import, export control, and environmental laws and regulations.

11.2. Data Security. Supplier shall comply with the data security provisions in the Specifications.

11.3. Export Control. In addition to complying with all applicable export laws and regulations, Supplier shall immediately notify Mytra in writing of changes, if any, to classifications, export licenses, and any other determinations related to Products (including technical documentation) supplied to Mytra and shall provide supporting information for such change(s).

11.4. No Defense Articles or Covered Telecommunications Equipment. Supplier shall not provide any ‘defense articles’ (as defined in 22 C.F.R. § 120.31) or ‘covered telecommunications equipment or services’ to Mytra (as defined in the U.S. Federal Acquisition Regulation and further designated by the U.S. System for Award Management). Supplier shall not release, export, re-export, or transfer any items (e.g., tangible products, software, source code, technology, or technical data), provided by Mytra, to any military end-user or for any military end-use (as defined in 15 C.F.R. § 744.21).

11.5. Import. Supplier shall implement and maintain in effect during the term of the PO, in all of Supplier’s supply chains: (a) Minimum Security Criteria (as defined in the U.S. Customs Trade Partnership Against Terrorism (CTPAT) program) to the extent Products will be shipped into the U.S.; (b) all Authorized Economic Operator (AEO) program requirements to the extent Products will be shipped into the E.U.; and (c) all other supply chain security program requirements applicable to the shipment of Products into a region outside of the U.S. or E.U.

11.6. Mytra Equipment. If Mytra provides Supplier with any Mytra equipment, Supplier shall hold the equipment as a bailee only. Under no circumstances will Supplier move the equipment from the location designated by Mytra without Mytra’s prior written consent, or deny Mytra Personnel access to the equipment. Supplier agrees to use the equipment solely for Mytra’s benefit as set forth in the Specifications. The equipment is provided to Supplier “as is” and Mytra disclaims all warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose.

11.7. Insurance and Loss Prevention. Supplier shall maintain health, auto, workers' compensation, unemployment compensation, disability, general liability, errors and omissions, and other insurance, as required by law or common practice in Supplier’s industry, whichever affords greater coverage, together with adequate coverage (on a replacement cost basis) for any Mytra property under the care, custody, or control of Supplier. Upon request, Supplier shall provide Mytra certificates of insurance or evidence of coverage.

11.8. Taxes.

• (a) General. Mytra is not liable for taxes that Supplier is legally obligated to pay (e.g., any applicable income taxes, withholding taxes, tax deductions, or the equivalent). Mytra may withhold any taxes it is required by law to withhold and pay such taxes to the appropriate taxing authority. In the event a reduced withholding tax rate may apply, Supplier shall provide to Mytra all documentation necessary to demonstrate that Supplier is qualified for the reduced rate. If the necessary documentation is not provided in a timely fashion before payment, Mytra shall withhold at the full rate. Upon reasonable request by Supplier, Mytra shall provide Supplier with documentation evidencing the payment of withholding tax. Mytra will pay any sales tax, use tax, value added tax, services and products tax, consumption tax, or equivalent which Supplier is required by law to collect from Mytra. If Mytra provides Supplier a valid exemption certificate, Supplier will not collect the taxes covered by such certificate. Supplier will provide valid tax invoices to Mytra to support any charges, consistent with the requirements of the relevant jurisdiction.
• (b) Development Items. Services and Products that are provided during development and qualification have no intrinsic value in their tangible form. As such, no sales tax, use tax, value added tax, services and products tax, consumption tax, or equivalent have been assessed or are anticipated to be required as a result of the development or qualification of such Services and Products.

11.9. Information. Supplier shall provide to Mytra reports and data (in the form and format, and containing the content and details, as requested by Mytra) to enable Mytra to (a) monitor the Services and Products and (b) confirm compliance with all applicable laws and regulations.

11.10. Audits and Inspections. Supplier shall maintain all records, contracts, and accounts related to the Services and Products during the term of the PO and for three years thereafter. During the term of the PO and for three years thereafter, Mytra or an independent certified public accountant reasonably acceptable to Supplier may, at any time, audit Supplier’s records (including electronic records) and inspect Supplier’s facilities to verify that Supplier has complied with its obligations under the PO. Supplier shall promptly provide to Mytra or the auditor any information and documentation Mytra or the auditor may reasonably request in connection with such audit or inspection in the format requested. Supplier shall make Supplier Personnel who are knowledgeable of the relevant records and business practices available for such audit.

11.11. Assignment. Supplier shall not assign or transfer the PO, or any rights or obligations or other interest under the PO, in-whole or in-part, whether directly, indirectly, voluntarily, or involuntarily (“Assignment”) without Mytra’s prior written consent in each instance. Supplier shall promptly notify its Mytra contact by email and overnight courier of any Assignment. Any Assignment in violation of this Section shall be voided upon Mytra’s request.

12. Miscellaneous

12.1. Force Majeure. No party shall be liable for delay or failure to fulfill its obligations under the PO to the extent directly caused by an act of nature (not including any human-caused event or financial distress) that was unforeseeable, beyond its reasonable control, and not caused by its fault or negligence (a “Force Majeure Event”), so long as the non-performing party (a) provides notice to the other party promptly (but no later than five (5) days after becoming aware of the Force Majeure Event); (b) uses all reasonable efforts to avoid, remove, or mitigate the cause(s) of nonperformance including taking all steps necessary to minimize the impact of the Force Majeure Event; (c) suspends performance only for the period of time necessary as a result of such Force Majeure Event; (d) resumes performance as quickly as possible, and (e) continues performance of all obligations that are not excused by the Force Majeure Event.

12.2. Bankruptcy. In the event of any proceeding by or against either party under any law relating to bankruptcy, insolvency, or reorganization or relief of the debtors, all rights, licenses, and covenants granted hereunder will continue without termination, rejection, or avoidance by virtue of such proceeding. If a proceeding is instituted by or against either party under any law relating to bankruptcy, insolvency, or reorganization or relief of the debtors, the other party may retain and exercise all of its rights and elections under the U.S. Bankruptcy Code (including, to the extent applicable, the provisions of Section 365(n) of 11 U.S.C. § 101 et seq.).

12.3. Governing Law. The PO and the rights and obligations of the parties shall be governed by and construed and enforced under the laws of the State of Delaware, without regard to its choice of law principles, except that the arbitration clause below, and any arbitration hereunder, shall be governed by the United States Federal Arbitration Act, Chapters 1 and 2. The Convention on Contracts for the International Sale of Goods shall not apply to the PO.

12.4. Dispute Resolution.

• (a) Arbitration. If Supplier is domiciled outside of the People’s Republic of China, any dispute arising out of or related to the PO shall be finally settled under the Expedited Procedure Provisions of the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”). The place of arbitration shall be San Francisco, California, and the arbitration shall be conducted in English, without regard to conflict of laws principles. If Supplier is domiciled in the People’s Republic of China, any dispute arising out of or related to the PO shall be submitted to the China International Economic and Trade Arbitration Commission (“CIETAC”) in Beijing for arbitration which shall be conducted in English and in accordance with the ‘Summary Procedure’ of CIETAC’s arbitration rules in effect at the time of applying for arbitration (“CIETAC Rules”). Any arbitral award shall be final and binding upon both parties. The parties shall keep the arbitration and documents related to it confidential, and judgment on the award may be entered in any court having jurisdiction. In addition to the ICC Rules or CIETAC Rules, the parties agree that the arbitration shall be conducted according to the International Bar Association Rules on the Taking of Evidence in International Arbitration.
• (b) Provisional Relief. Nothing in this Section 12.4 (Dispute Resolution) shall prevent either party from seeking provisional measures from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.

12.5. AI Models. Supplier may not use Project Technology or Mytra Confidential Information in connection with any AI Model, including, to directly or indirectly customize, train, or improve any AI Model, or for inferencing, without Mytra’s prior written consent provided pursuant to a separate signed agreement addressing the terms under which customization, training, or other improvements will occur and allocating the parties’ rights to and liabilities arising therefrom. “AI Model” means any artificial intelligence model (including a deep learning or machine learning model) used in connection with or incorporated into the Products or Services. Supplier will comply with all Mytra requirements related to the use of AI Models and the responsible use of artificial intelligence.

12.6. Construction. The section headings in the Terms are for convenience only and are not to be considered in construing or interpreting the Terms. The words “will” and “shall” are used in a mandatory, not a permissive, sense, and the word “including” is intended to be exemplary, not exhaustive, and will be deemed followed by “without limitation.” Unless explicitly stated otherwise, the phrase “in writing” may include email communication between authorized representatives of Mytra and Supplier.

12.7. No Waiver. No delay or failure to act in the event of a breach of the Terms shall be a waiver of that or any subsequent breach of any provision of the Terms. In addition, no waiver will be implied from conduct or failure to enforce or exercise rights under the Terms, nor will any waiver be effective unless in a writing signed by a duly authorized representative of a party claimed to have waived.

12.8. Remedies. No remedy hereunder is intended to be exclusive of any other remedies available at law or equity.

12.9. Severability. If a court of competent jurisdiction finds any provision of the Terms unlawful or unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of the Terms will continue in full force and effect.

12.10. Complete Understanding. These Terms constitute the full and complete understanding and agreement of the parties relating to the subject matter hereof.

12.11. Modification. A modification of the Terms shall only be effective if (a) agreed in a writing signed by authorized representatives of Mytra and Supplier, or (b) specified by Mytra on the PO.

12.12. Conflict. In the event of any conflict in the documents referred to herein, the order of precedence will be: (a) the payment, quantity and delivery terms identified on the PO; (b) any other terms specified by Mytra on the PO (including in the ‘Notes to Supplier’ section of the PO); (c) any written agreement signed by authorized representatives of Mytra and Supplier (or their Related Entities) that covers the same subject matter as the PO; and (d) the provisions of these Terms (including as modified in accordance with Section 12.11 (Modification)).