Apple Purchase Order Terms

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Apple Confidential

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 Apple entity identified on the PO (“Apple”).

1. General

1.1. Acceptance of Terms. Commencement of Services or delivery of Products by Supplier shall constitute

agreement to the Terms.

1.2. Rejection of Inconsistent Supplier Terms. Apple rejects any terms contained in any proposal, quotation,

acknowledgment, invoice, or other communication of Supplier inconsistent with these Terms.

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 Apple. 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 Apple 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 Apple’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 Apple), with title

and risk of loss transferring from Supplier to Apple at the designated delivery location; provided, however, for Products

delivered to an Apple-specified hub facility, title and risk of loss shall transfer from Supplier to Apple when Apple

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.”

documents Apple may reasonably require to allow Apple to clear Products through customs and obtain possession of

Products at the port of entry.

2.3. Acceptance. If Apple determines, in its sole discretion, that the Services or Products do not comply with the

Terms (including the Specifications), Apple may reject the non-conforming Services and Products. Upon rejection,

Supplier will, at Apple’s option, promptly: (i) correct any failure as soon as practicable (or such other time period

agreed in writing); (ii) refund the full amount paid for the rejected items, plus any inspection, test, and transportation

charges paid by Apple; or (iii) replace such rejected items. Payment of invoices will not be deemed acceptance of

Services or Products.

2.4. Adjustments and Cancellation. Apple may reschedule, redirect, or cancel all or part of the PO at any time

without charge and without incurring any liability to Supplier. Upon cancellation, Supplier will, to the extent and at the

times specified by Apple, 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 Apple has or may acquire an interest (and will

provide all such property to Apple upon request). Apple 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.

2.5. Labeling. Apple may specify any labeling of Products (e.g., 'Apple Work Product - Apple Confidential', etc.).

Supplier may not print any labels, trade names, trademarks, or logos on Products without Apple'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.

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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, 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 Apple, as the case may be.

3.3. Support. Supplier shall provide, at no cost to Apple, all technical, operational, and informational support

relating to the Services and Products that Apple 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: (i) first obtains Apple’s written consent;

and (ii) 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 (Intellectual Property)). Supplier shall be

directly liable for and shall indemnify and hold Apple harmless from and against any liabilities, losses, damages, costs,

and expenses, including reasonable attorneys’ fees, incurred by Apple 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: (i) the price specified on

the PO; (ii) the price agreed by Apple and Supplier in writing; or (iii) the lowest price otherwise proposed by Supplier to

Apple (for example, Supplier’s quoted price on the date Apple submits the PO).

(b) Blanket Purchase Orders. If Apple issues Supplier a Blanket PO, Supplier shall provide the Services

or Products subject to the pricing agreed in writing between Apple and Supplier at the time the Blanket PO is issued

(e.g., in a corresponding rate card or price sheet, or the ‘Notes to Supplier’ section of the PO). Supplier is not

authorized under any Blanket PO to modify the scope of Services, provide any additional Products, or to charge any

more for Services or Products than as agreed in writing at the time the Blanket PO was issued, and Apple 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 Apple payments over a period of time as may be specified on the PO.

4.2. Invoices. Supplier shall invoice Apple 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 Apple requests to substantiate payments). If Apple elects to

receive invoices electronically, Supplier will comply with Apple's instructions for electronic submission (and shall bear

any reasonable related expenses).

4.3. Payment. 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 Apple entity identified on the PO is the sole Apple

entity responsible for payment.

4.4. Early Payment. Supplier may elect to be paid early on an invoice-by-invoice basis, or permanently, through

Apple’s ‘Invoice Portal’ (apple.com/legal/zip/Invoices_Portal_Intro.zip), in exchange for providing a discount to Apple

(which will be applied against the invoice gross value). If Supplier elected to be paid early permanently and has a debit

balance (i.e., Supplier owes Apple), Apple may (i) take the early payment discount on all amounts payable by Apple

until such balance is resolved and (ii) offset any amounts payable by Apple against such debit balance.

4.5. Late Invoices. Failure to submit a correct invoice for amounts owed by Apple within sixty (60) days after the

event giving rise to the payment is a waiver by Supplier of Apple’s liability for the amounts due.

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

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

Products.

5. Confidentiality

5.1. General. Supplier shall maintain the confidentiality of Apple Confidential Information and may disclose Apple

Confidential Information only to Supplier Personnel who have a need to know such Apple 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 Apple’s Confidential Information as provided herein. Supplier shall use a reasonable degree

of care to protect Apple Confidential Information and shall not disclose Apple Confidential Information to any third

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party without Apple’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 Apple and seeks protective

treatment of Confidential Information. Supplier shall not use Apple Confidential Information for any purpose except to

provide the Services and Products and otherwise perform Supplier’s obligations hereunder. Supplier shall promptly

notify Apple upon discovery of any unauthorized use or disclosure (or reasonably suspected unauthorized use or

disclosure) of Apple Confidential Information by Supplier or any Subcontractor. Supplier shall return or destroy all

Apple Confidential Information within three (3) days of Apple’s request. “Apple 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 Apple to

Supplier in connection with the PO, including information Supplier learns from Apple Personnel, through the inspection

of Apple property, or that would reasonably under the circumstances be understood to be confidential information.

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 Apple or its Related Entities, or the PO or its subject matter, without Apple’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).

5.3. Exclusions. For the avoidance of doubt, nothing in these Terms shall restrict the right of Supplier Personnel (or

Supplier if providing Services or Products to Apple in his, her, or their individual capacity) to (i) speak freely about their

wages or hours, or about employment terms and working conditions, including harassment, discrimination, or any

other conduct Supplier or Supplier Personnel has reason to believe is unlawful or (ii) disclose information to a federal,

state, or local government or agency, where such disclosure is necessary in order to report matters Supplier or

Supplier Personnel has reason to believe are a violation of federal, state, or local law. For the avoidance of doubt,

Supplier or Supplier Personnel, as applicable is not required to notify Apple when making permitted disclosures as

provided under clauses (i) and (ii) above.

6. Software and Cloud Services

6.1. License Grant. Supplier, on behalf of itself and its Related Entities, hereby grants to Apple and its Related

Entities a nonexclusive, irrevocable, transferable (to Apple 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 Apple’s behalf. “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. Apple and Supplier may modify Apple’s license under this Section in accordance with Section

12.11 (Modification).

6.2. Limitations. Apple shall not decompile, reverse engineer, disassemble, or otherwise attempt to derive Source

Code for the Software, except as permitted by law. Apple 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 Apple or any entity or individual authorized by

Apple 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) Apple Data. All data entered, stored, transmitted, or processed by Apple using the Cloud Services

and all data generated or derived from such data (collectively, the “Apple Data”) shall be deemed Apple Confidential

Information. The Cloud Services shall not contain, and Supplier shall not insert into the Cloud Services, any software

designed to damage, prevent Apple’s access to, or erase any Apple Data stored or contained in the Cloud Services or

require action or intervention by Supplier to allow Apple’s use of the Cloud Services as permitted under the Terms. In

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addition, upon request by Apple at any time, including upon expiration or termination of the Cloud Services, Supplier

will, at no charge to Apple, provide to Apple, or enable Apple itself to extract, all Apple Data contained in the Cloud

Services in the form and format and with the technological means requested by Apple.

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.

(e) Transition Services. At Apple’s request, Supplier will continue to provide, at a prorated fee not to

exceed the relevant fees in effect at the time of termination of the Cloud Services by Apple (e.g., following a material

breach of the Terms by Supplier), all licenses and support required for the Cloud Services, at no less than the levels

provided immediately prior to termination, for a period of up to one (1) year following the date of termination.

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 Apple (and any entity or individual authorized by Apple to use the Services or Products)

and Supplier.

7. Intellectual Property

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) “Project IPR” means all Intellectual Property Rights created, discovered, or developed in the

performance of the Services or development of Products for Apple under the PO, or otherwise created, discovered, or

developed using Apple Confidential Information.

created, discovered, or developed at any time separately and independently of work performed for Apple (including

under the PO).

7.2. Ownership of Project IPR. Apple shall own all right, title, and interest in and to any Project IPR, subject to any

Supplier Background IPR embodied therein. Supplier hereby grants and assigns to Apple, without reservation, all

ownership rights, title, and interest it may have in and to any Project IPR.

7.3. License. Supplier, on behalf of itself and its Related Entities, hereby grants to Apple a non-exclusive,

irrevocable, perpetual, paid-up, royalty-free, worldwide license 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 Apple’s behalf.

7.4. Restrictions. Supplier may only use Intellectual Property Rights owned by Apple and Apple Confidential

Information to the extent required for the performance of Supplier’s obligations under the PO and in compliance with

the Specifications.

7.5. Assistance. Supplier shall cooperate with Apple to ensure the timely and effective patent prosecution of

Project IPR, and agrees to execute any documents, obtain all necessary rights from its Related Entities and Supplier

Personnel, and at Apple’s expense, provide other assistance, reasonably requested by Apple to enable Apple to

secure, perfect, register, or enforce any Intellectual Property Rights in such Project IPR. Apple and Supplier

acknowledge and agree that they have a common legal interest in protection of the Project IPR and that neither party

waives any privilege (or other applicable protection from disclosure) by sharing information pursuant to this provision.

7.6. Creative Works.

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(a) Limitations. With respect to video content, audio content, graphic designs, artwork, and other similar

creative content Products (excluding software and other underlying technology) (“Creative Works”) for which Supplier

has retained ownership of the underlying copyright rights, Apple and Supplier may agree to limit Apple’s license under

Section 7.3 (License), with respect to such copyright rights, regarding the duration of use, territory of use, type of use,

or permitted media, solely by specifying limitations to the license in accordance with Section 12.11 (Modification).

(b) Releases and Clearances. Supplier shall obtain all third-party releases and licenses necessary for

Apple to exploit the Creative Works consistent with the rights granted by Supplier under the Terms and shall pay all

expenses, royalties, and fees in connection therewith (including as relates to any union or collective bargaining

obligations).

and foreign laws (e.g., 17 U.S.C. § 106(a) of the U.S. Copyright Act 1990 and droits moraux under laws of certain other

nations). To the extent permitted by law, Supplier hereby waives, and to the extent required shall obtain third party

waiver of, all such rights with regards to any and all use of Creative Works in connection with services or products of

Apple and its Related Entities.

8. Warranties

8.1. General Warranties. Supplier represents and warrants that: (i) 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; (ii) all specifications and other documentation provided by Supplier are complete and accurate; (iii) 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; and (iv) with respect to Project IPR, Supplier has entered into a

binding contract with all employees, individuals, and Subcontractors involved in the development to enable the

Project IPR to be vested in and assigned to Apple. “Specifications” means the most current version of all

specifications and requirements (including schedules) applicable to any Service or Product that Apple may provide

from time to time, and any other descriptions provided by Supplier and approved in writing by Apple.

8.2. Product Warranties. Supplier represents and warrants that: (i) prior to delivery, Supplier has full and

warrantable title to the Products, which will be delivered free and clear of liens and encumbrances; (ii) the Products will

not be misbranded or falsely labeled, advertised, or invoiced; (iii) the Products do not infringe any Intellectual Property

Rights of a third party, and no fees or royalties shall be due from Apple with respect to use of such Products; (iv) the

Products are new and comprised of new materials when delivered; (v) the Products are safe for any use that is

consistent with the Specifications or that is reasonably foreseeable; (vi) during the Warranty Period, the Products will

conform to the Specifications and be merchantable and free from defects; (vii) Supplier has, with respect to all third-

party technology used in the Products, obtained all necessary rights from the third party to permit Apple 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; (viii) the Software does not contain any viruses, malware, or other harmful code; and (ix) the

Software does not contain any Open Source Software unless Apple has given its prior written authorization otherwise.

“Warranty Period” means the period that is three years from the date of delivery of the Products. “Open Source

Software” means any software or derivative thereof that is subject to: (i) a requirement that it is to be distributed or

made available in source code; (ii) a requirement that any patents related to the software are either licensed to or may

not be asserted against recipients of the software; (iii) a requirement to include licensor attribution(s); or (iv) 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, including the GNU General Public

License (GPL), Lesser/Library GPL (LGPL), the Mozilla Public License (MPL), the Apache License, the BSD license, or

the MIT license.

8.3. Remedies. For Services and Products that fail to comply with the warranties set forth in Section 8.1 (General

Warranties) or Section 8.2 (Product Warranties) above, Supplier shall promptly, at Apple’s option, and in addition to

any other remedy available at law or equity: (i) correct or replace the Services or Products as soon as practicable (or

such other time period agreed in writing); (ii) re-perform the Services; or (iii) 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).

9. Indemnity

9.1. Indemnity. Supplier shall indemnify and hold Apple, Apple Related Entities, and Apple Personnel harmless,

and at Apple’s request, defend Apple, Apple Related Entities, and Apple Personnel, from and against all costs,

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damages, and fees (including attorney and other professional fees) attributable to claims or allegations that: (i) 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 Apple, infringe any third-party’s

Intellectual Property Rights; (ii) the Services, Products, or other performance of obligations under the PO caused

personal injury or property damage; (iii) 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; (iv) relate to the transfer of

Supplier Personnel to Apple or any other future service provider pursuant to any provision implementing the Acquired

Rights Amendment Directive (2001/23/EC) or similar legislation; or (v) 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 Apple (“Covered Claims”).

9.2. Assistance and Settlements. Supplier shall provide all reasonable assistance, at Supplier’s expense, to Apple

or its counsel in relation to the defense, remedy, or mitigation of any Covered Claim. Supplier shall not, without

Apple’s prior written consent, make any admissions of liability, enter into any settlement that imposes any obligation

on Apple, or publicize any settlement details relating to Apple.

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 Apple in writing of such claims

and, at its own expense, exercise one or more of the following remedies in coordination with Apple and at a time and

in a manner that will avoid any risk of interruption of Apple’s business: (i) obtain from such third-party rights to enable

Supplier to perform its obligations under the PO; (ii) modify the Services or Products so they are non-infringing and in

compliance with the PO; (iii) replace the Products with non-infringing versions that comply with the requirements of the

PO; or (iv) at Apple’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: (i)

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 (ii) 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 (a) by email and overnight courier to its Apple contact, and (b) by overnight courtier to Apple Inc.,

Attn. General Counsel, One Apple Park Way, Cupertino, CA 95014, United States.

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.

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. Supplier Code of Conduct. At all times while providing Services and Products, Supplier shall comply with the

Apple Supplier Code of Conduct (“Code of Conduct”) available at www.apple.com/supplier-responsibility/, as

updated from time-to-time. Notwithstanding anything to the contrary in any other agreement between Apple and

Supplier, Supplier shall: (i) allow and enable Apple and a third party representing Apple to assess Supplier’s

compliance with the Code of Conduct (an “Assessment”) by inspecting and reviewing Supplier’s facilities, practices,

policies, and relevant records without notice and interviewing Supplier Personnel without disruption or monitoring; (ii)

not request or encourage, directly or indirectly, any Supplier Personnel to furnish false or incomplete information; (iii)

not take retaliatory action against any Supplier Personnel interviewed during an Assessment; (iv) promptly implement

reasonable corrective action to remedy any material non-conformance with the Code of Conduct identified by an

Assessment; and (v) hold the results and findings of any Assessment, which Supplier agrees shall be Apple

Confidential Information, in the strictest confidence.

11.3. Ethics and Business Conduct. Supplier shall comply with Apple’s Anti-Corruption Policy available on Apple’s

public website (as updated from time to time), and with all applicable laws and regulations enacted to combat bribery

and corruption, including the United States Foreign Corrupt Practices Act, the U.K. Bribery Act, and the principles of

the OECD Convention on Combating Bribery of Foreign Public Officials, and any corresponding laws in the country

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where business or Services are taking place pursuant to the PO. Supplier shall not, directly or indirectly through a third

party, offer, pay, or promise to pay anything of value to any person, including any employee or official of a

government, government-controlled enterprise or company, or political party, for the purpose of improperly influencing

a decision, obtaining any improper benefit, or obtaining, retaining, or directing business.

11.4. Data Security. Supplier shall comply with the latest version of the Apple Information Security and Data Privacy

Requirements (the “ISDP”). If Supplier obtains information relating to identified or identifiable individuals (“Personal

Data”), Supplier and any Supplier Personnel providing Services or Products, will collect, access, maintain, use,

process, and transfer Personal Data solely for the purpose of meeting Supplier’s obligations under the PO and in

compliance with the ISDP. For all Supplier Personnel who will have unescorted access to Apple’s premises or remote

access to Apple systems, Supplier shall comply with the latest version of the Personnel Background Check Guidelines.

The ISDP and Personnel Background Check Guidelines are available in Apple’s SupplierConnect system.

11.5. Export Control. In addition to complying with all applicable export laws and regulations, Supplier shall

immediately notify Apple in writing of changes, if any, to classifications, export licenses, and any other determinations

related to Products (including technical documentation) supplied to Apple and shall provide supporting information for

such change(s).

11.6. No Defense Articles or Covered Telecommunications Equipment. Supplier shall not provide any ‘defense

articles’ (as defined in 22 C.F.R. § 120.6) or ‘covered telecommunications equipment or services’ to Apple (as defined

in the U.S. Federal Acquisition Regulation and further designated by the U.S. System for Award Management). To the

extent any Products are specifically designed or modified for a military end-item or application, civilian spacecraft, or

satellite-related application, Supplier shall notify Apple in writing and not provide such Products (including any related

technical documentation) to Apple without Apple’s prior written consent. Additionally, Supplier shall not release,

export, re-export, or transfer any items (e.g., tangible products, software, source code, technology, or technical data),

provided by Apple, to any military end-user or for any military end-use (as defined in 15 C.F.R. §744.21).

11.7. Import. Supplier shall implement and maintain in effect during the term of the PO, in all of Supplier’s supply

chains: (i) 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.; (ii) all Authorized Economic Operator (AEO) program

requirements to the extent Products will be shipped into the E.U.; and (iii) all other supply chain security program

requirements applicable to the shipment of Products into a region outside of the U.S. or E.U.

11.8. Apple Equipment. If Apple provides Supplier with any Apple equipment, Supplier shall hold the equipment as

a bailee only and will not permit any lien or other encumbrance to be placed against it while in Supplier’s care,

custody, or control. Apple retains ownership of such equipment. Under no circumstances will Supplier move the

equipment from the location designated by Apple without Apple’s prior written consent, or deny Apple Personnel

access to the equipment. Immediately upon Apple’s request, Supplier will deliver the equipment to Apple ‘Ex Works’

(Supplier’s facility). Supplier agrees to return the Apple equipment to Apple in the same condition as it was provided to

Supplier, except for normal wear and tear. Supplier will be responsible for physical loss of, or damage to, the

equipment while in the care, custody, or control of Supplier. Supplier agrees to use the equipment solely for Apple’s

benefit in connection with the performance of Supplier’s obligations to Apple. Supplier will not use or permit others to

use the equipment for any other purpose. The equipment is provided to Supplier “as is” and Apple disclaims all

warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose.

11.9. 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 Apple property under the care, custody, or control of Supplier. Upon

request, Supplier shall provide Apple certificates of insurance or evidence of coverage.

11.10. Taxes.

(a) General. Apple 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). Apple 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 Apple 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,

Apple shall withhold at the full rate. Upon reasonable request by Supplier, Apple shall provide Supplier with

documentation evidencing the payment of withholding tax. Apple 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 Apple. If

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Apple provides Supplier a valid exemption certificate, Supplier will not collect the taxes covered by such certificate.

Supplier will provide valid tax invoices to Apple 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.

11.11. Information. Supplier shall provide to Apple reports and data (in the form and format, and containing the

content and details, as requested by Apple) to enable Apple to (i) monitor the Services and Products and (ii) confirm

compliance with all applicable laws and regulations.

11.12. 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, Apple 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 Apple or the auditor any information and

documentation Apple 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.

11.13. 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 Apple’s

prior written consent in each instance. Supplier shall promptly notify its Apple contact by email and overnight courier

of any Assignment. Any Assignment in violation of this Section shall be voided upon Apple’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 God 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 (i) provides notice to the other party

promptly (but no later than five (5) days after becoming aware of the Force Majeure Event); (ii) 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; (iii) with respect to Supplier, complies with any additional obligations

agreed from time to time relating to business continuity commitments and Supplier’s obligations to Apple in

connection with a supply constraint; (iv) suspends performance only for the period of time necessary as a result of

such Force Majeure Event; (v) resumes performance as quickly as possible and (vi) continues performance of all

obligations that are not excused by the Force Majeure Event. The notice referred to above must describe, in detail, the

impact on performance and the plan to avoid, remove, or mitigate such causes of non-performance. The doctrines of

impossibility and impracticability shall not apply to the PO. For the avoidance of doubt, Force Majeure Events will not

include financial distress nor the inability of a party to make a profit or avoid a financial loss, changes in market prices

or conditions, or a party's financial inability to perform its obligations.

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. Sovereign Immunity. To the extent Supplier may be entitled in any jurisdiction to claim for itself or its assets

immunity (whether state or sovereign or otherwise) from service of process, jurisdiction, suit, judgment, execution,

attachment (whether before judgment, in aid of execution, or otherwise) or legal process with respect to its obligations

under the Agreement, or to the extent that, in any such jurisdiction, such immunity (whether or not claimed) may be

attributed to it or its assets, Supplier hereby irrevocably agrees not to claim, and hereby irrevocably waives, such

immunity to the fullest extent permitted by the laws of such jurisdiction with the intent, inter alia, that such waiver of

immunity shall have irrevocable effect.

12.4. 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

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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.

12.5. 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 12.5 (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; however, to the extent Supplier

provides Creative Works, or marketing, promotion, or distribution Services in connection with Creative Works, Supplier

on behalf of itself and its Related Entities, covenants not to seek or enforce injunctive relief against (i) any service or

product of Apple or its Related Entities that incorporates or uses such Services or Products or (ii) any third party

anywhere in the world to the extent that doing so would disrupt the development, production, marketing, promotion, or

distribution of any service or product of Apple or its Related Entities. The parties hereby waive any requirements for

security for obtaining any provisional relief.

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 Apple 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 (i) agreed in a writing signed by authorized

representatives of Apple and Supplier, (ii) specified by Apple on the PO (including in the ‘Notes to Supplier’ section of

the PO), or (iii) solely with respect to Software, Documentation and Creative Works, agreed by an Apple employee at

Director-level or above in an email exchanged with Supplier.

12.12. Conflict. In the event of any conflict in the documents referred to herein, the order of precedence will be: (i) the

payment, quantity and delivery terms identified on the PO; (ii) any other terms specified by Apple on the PO (including

in the ‘Notes to Supplier’ section of the PO); (iii) any written agreement signed by authorized representatives of Apple

and Supplier (or their Related Entities) that covers the same subject matter as the PO; and (iv) the provisions of these

Terms (including as modified in accordance with Section 12.11 (Modification)).