Standard Terms and Conditions TC-001 08/08 Revision 7d – 07/07/2016 1. Acceptance of Purchase Order pursuant to Section 7. hereunder (Force Majeure), and such termination shall not constitute Agreement by Seller to furnish the materials, products, or services hereby ordered, or its default. In the event of partial termination, Seller is not excused from performance of the commencement of such performance, or acceptance of any payment, shall constitute non-terminated balance of Work under the Purchase Order. acceptance by Seller of this Purchase Order subject to these terms and conditions. In the (b) In the event of termination for convenience by Buyer, Seller shall be event that this Purchase Order does not state price or delivery, Buyer will not be bound to reimbursed for actual, reasonable, substantiated and allocable costs, plus a reasonable any prices or delivery to which it has not specifically agreed in writing. Any terms or profit for Work performed to date of termination. In no event shall Buyer be liable for lost or conditions proposed by Seller inconsistent with or in addition to the terms and conditions anticipated profits, unabsorbed indirect costs or overhead, or for any sum in excess of the herein contained shall be void and of no effect unless specifically agreed to by Buyer in total Purchase Order. Any termination settlement proposal shall be submitted to Buyer writing. These Standard Terms and Conditions, together with any referenced exhibits, promptly, but no later than ninety (90) days from the effective date of the termination. In no attachments or other documents appended hereto, constitute the entire agreement event shall the amount of any settlement be in excess of the Purchase Order value. Buyer between the parties with respect to the subject matter of this Purchase Order and may take immediate possession of all Work so performed upon written notice of termination supersede any prior or contemporaneous written or oral agreements pertaining thereto. to Seller. 2. Definitions 6. Termination for Default Words, as employed in the Purchase Order, shall have their normally accepted meanings. (a) Buyer may, by notice to Seller in writing, terminate this Purchase Order in The following terms shall have the described meaning: whole or in part at any time for Seller’s breach of any one or more of its terms hereunder, (a) “Buyer” shall mean Millennium Space Systems, Inc. in this Purchase failure to make progress so as to endanger performance of this Purchase Order or failure Order. to provide adequate assurance of future performance. In the event of partial termination (b) “Seller” shall mean the party identified as the Seller in this Purchase Order. under this Section 6, Seller is not excused from performance of the non-terminated balance (c) “Purchase Order” shall mean the Purchase Order, Subcontract or Contract, of Work under the Purchase Order. these Standard Terms and Conditions, and any special conditions appended hereto or (b) In the event of Seller’s default under this Section 6, Buyer may exercise documents incorporated herein. any or all rights accruing to it, both at law and in equity, including without limitation the (d) “Work” shall mean that Work identified and defined in the Purchase Order, immediate transfer of title and delivery to Buyer of any partial goods and raw material, parts, which may be changed, from time to time by the mutual written agreement of the parties. tools, information and the like, which Seller has produced or acquired under the terms of (e) “Customer” shall mean Buyer’s customer(s) and shall include Buyer’s this Purchase Order, including the assignment to Buyer of Seller’s subcontracts. In addition, direct and indirect customers such as direct sale end-users, higher-tier subcontractors, Seller hereby grants to Buyer a perpetual, worldwide, unconditional, transferable, fully paid prime contractors and the ultimate user under relevant prime contract(s). up, royalty-free license to use and exploit all of Seller’s intellectual property that is necessary for the performance of the terminated portion of this Purchase Order, solely to 3. Shipping Instructions make, or have made, use, maintain and sell the Work to be performed hereunder. (a) Seller shall be responsible for ensuring the proper packaging of materials (c) In the event of Seller’s default under this Section 6., Seller is liable to Buyer hereunder. No charges will be allowed for packing, crating, freight, local cartage and/or any for any excess repurchase costs incurred in acquiring goods and/or services similar to other services unless so specified in the Purchase Order. A packing list shall accompany those terminated for default, and for any other damages, whether or not repurchase is each shipment of goods. affected. (b) Seller shall at all times comply with Buyer’s written shipping instructions. Unless otherwise directed, all items shipped on the same day from and to a single location 7. Force Majeure must be consolidated on one bill of lading or airbill, as appropriate. Seller shall submit all Except for defaults of Seller’s subcontractors at any tier, neither Buyer nor Seller shall be required shipping papers to Buyer prior to final payment. liable for any failure to perform due to any cause beyond their reasonable control and (c) For material purchased FOB origin (to mean “F.O.B. the place of shipment” without their fault or negligence. Such causes include, but are not limited to, acts of God or pursuant to UCC §2-319(1)(a)), Seller shall bear the expense of and risk of loss of, or of the public enemy, acts of the Government in its sovereign or contractual capacity damage to, the goods until the goods are put into the possession of the carrier designated (including without limitation curfews mandated by local, state of federal entities), fires, by Buyer. Seller shall not insure and not declare a value except when transportation rates floods, epidemics, terrorism, quarantine restrictions, strikes, freight embargoes and are based on “released value,” in which instance the Seller shall annotate on the bill of unusually severe weather. In the event that performance of this Purchase Order is lading the lowest released value provided in applicable tariffs. hindered, delayed or adversely affected by causes of the type described above (“Force (d) For material purchased FOB destination (to mean “F.O.B. the place of Majeure”), then the party whose performance is so affected shall so notify the other party’s destination” pursuant to UCC §2-319(1)(b)), Seller shall bear the expense of transport of, authorized representative in writing and, at Buyer’s option, this Purchase Order shall be and risk of loss or damage to, the goods to the named destination. completed with such adjustments as are reasonably required by the existence of Force (e) Purchase Order number(s) must appear on all correspondence, shipping Majeure or this Purchase Order may be terminated for convenience. labels and shipping documents, including all packing sheets, bills of lading, airbills and invoices. In addition, Seller will include the name of the transportation company, the 8. Disputes tracking receipt number and the transportation company’s website for tracking purposes, (a) Pending resolution or settlement of any dispute arising under this Purchase Further, Seller shall provide a named point of contact to Seller who is available 24 hours Order, Seller will proceed diligently as directed by Buyer with the performance of this per day in the event of shipping and/or receiving issues, including without limitation an email Purchase Order. address, cell phone number, home phone number and pager number. (b) This Purchase Order shall be construed and enforced in accordance with the internal law of the State of California applicable to contracts negotiated, executed and 4. Delivery; Notice of Delay wholly performed within said State, regardless of where this Purchase Order is negotiated, (a) Time is of the essence and failure to deliver in accordance with the delivery executed and/or performed. Seller: (i) consents to the jurisdiction of the courts of the State schedule under this Purchase Order, if unexcused, shall be considered a material breach of California and the courts of the United States located in the State of California, in of this Purchase Order. No acts of Buyer, including without limitation modifications of this connection with any lawsuit, action or proceeding arising out of or relating to this Purchase Purchase Order or acceptance of late deliveries, shall constitute waiver of this provision. Order; (ii) waives any objection that it might now or hereafter have to the venue of any such Buyer also reserves the right to refuse or return at Seller’s risk and expense shipments lawsuit, action or proceeding; (iii) irrevocably submits to the jurisdiction of any such court in made in excess of Buyer’s orders or in advance of required schedules, and/or to defer any such lawsuit, action or proceeding; and (iv) waives any claim or defense of inconvenient payment on advance deliveries until scheduled delivery dates. forum. (b) Seller shall notify Buyer in writing immediately of any actual or potential (c) Buyer and Seller shall each bear its own costs of processing any dispute delay to the performance of this Purchase Order. Such notice shall include a proposed hereunder. In no event shall Seller acquire any direct claim or direct course of action against revised schedule but such notice and proposal or Buyer’s receipt or acceptance thereof the U.S. Government. The rights and remedies of Buyer are cumulative and in addition to shall not constitute a waiver to Buyer’s rights and remedies hereunder. any other rights and remedies provided by law or in equity. 5. Termination for Convenience 9.