1. PAYMENT. Technica will pay undisputed amounts Net 45, starting from the later (i) Technica receipt of a valid invoice, or (ii) Technica acceptance of Goods or Services. Supplier will not invoice Technica until Goods have been delivered or Services rendered. First invoices submitted to Technica after 90 calendar days after shipment of goods or rendering of services by Supplier shall, without penalty to Technica, not be accepted by Technica nor payable to Supplier. The prices for Goods and Services stated on the Purchase Order are complete and include, but are not limited to, purchase price, taxes, shipping, packaging, labeling, custom duties, storage and insurance.
2. DELIVERY & ACCEPTANCE. All shipping, completion and delivery dates are firm. Shipment of Goods will be F.O.B. destination unless otherwise set forth on the Purchase Order. Supplier will ship freight prepaid and must suitably pack or otherwise prepare for shipment all Goods to prevent damage in transit. Supplier must comply with all carrier requirements. Goods must be classified to secure the lowest possible shipment and insurance rates. Technica may test or inspect all Goods or Services delivered, but Technica inspection, testing or payment (or lack or inspection, testing or payment) is not an acceptance of Goods or Services or a waiver of any right or warranty and does not preclude Technica from rejecting defective Goods or Services.
3. CONFIDENTIALITY. All information relating to this Purchase Order is “Technica Confidential Information”. Supplier may only use and copy the Technica Confidential Information to perform its obligations under this Purchase Order. Supplier will not disclose Technica Confidential Information to any third party without the written consent of Technica. Upon cessation of work, or upon request, Supplier must return to Technica all documents and other materials that contain or relate to Technica Confidential Information. Technica Confidential Information does not include information that is: (i) rightfully known by Supplier prior to negotiations leading to this Purchase Order, (ii) independently developed by Supplier without reliance on the Technica Confidential Information; or (iii) part of the public domain or is lawfully obtained by Supplier from a third party without any confidentiality violation.
4. WARRANTIES AND CERTAIN COVENANTS. a) Supplier warrants and covenants that all Goods and Services delivered: (i) do and will conform with this Purchase Order and all specifications; (ii) are and will be free of defects in materials, workmanship and design; (iii) are and will be free from liens, restrictions, reservations, security interests or encumbrances; (iv) are and will be suitable for, and perform in accordance with, the particular purposes (A) for which they were purchased by Technica and (B) for which they were designed, manufactured or constructed; (v) do and will perform and process date arithmetic and date/time data in a consistent and accurate manner, accepting and responding to two-digit year-date input, correcting or supplementing as necessary, and in a manner that is unambiguous as to century; (vi) do and will, to the extent Goods will be or are used in combination with other Technica software, hardware or firmware, properly interoperate with the software, hardware or firmware, including, without limitation, the exchange of date/time data; and (vii) with respect to Services only, they will be provided by individuals that have the expertise , skills, training and professional education to perform the Services in a professional manner. b) Supplier will, at Technica request and without additional expense to Technica, promptly correct defects or replace non-conforming Goods or Services. If Supplier does not promptly correct defects or replace non-conforming Goods or Services, Technica, after written notice to Supplier, may make corrections or replace Goods and Services and Supplier agrees to be liable for and shall pay to Technica all such cost concerning such correction or replacement. c) Supplier warrants that neither Goods or Services, nor Technica use of Goods or Services, will constitute an infringement of any patent, copyright, trademark, service mark, intellectual property right or the misappropriation of any trade secret or the violation of a right of publicity or a nondisclosure obligation. d) Supplier warrants that Goods and Services requiring the use of any software or data provided on a network or stand-alone desktop computer will not contain any software viruses or other malicious computer instructions, devices or techniques that can or were designed to threaten, infect, damage, disable, or shut down a computer system or any components of a computer system, including its security or user data. At Technica request, Supplier will provide a master copy of any software necessary to operate the Goods or Services in object code format for comparison and correction.
5. INDEMNIFICATION AND INSURANCE a) Supplier agrees to indemnify and defend Technica, Technica affiliates and their respective customers, officers, directors, employees, and agents against any third party claim, demand, suit, cause of action, liability, loss or expense, including reasonable attorneys’ fees, brought against any Technica indemnitee resulting from (i) Supplier performance or non-performance under this Purchase Order, including injury to persons and loss of, or damage to, tangible and intangible property, (ii) the inaccuracy of any warranty or representation made by Supplier, or (iii) the infringement of any patent, copyright, trademark, intellectual property right or Supplier misappropriation of any trade secret or violation of any right of publicity or nondisclosure obligation. b) If the purchase or Technica use of Goods or Services is enjoined, Supplier must at its own expense and at Technica option, procure non-infringing goods or services, replace the Goods and Services with non-infringing goods or services, modify the infringing Goods or Services so the infringement is removed, or refund to Technica the purchase price of the infringing Goods or Services. c) Throughout its performance under this Purchase Order, Supplier agrees to maintain policies of insurance that include, but are not limited to, general commercial liability insurance covering its performance under this Purchase Order, workers’ compensation insurance to comply with applicable law, and automotive insurance.
6. PROPRIETARY RIGHTS a) Supplier must promptly disclose and assign to Technica all intellectual property generated, conceived or developed under this Purchase Order, including but not limited to proprietary information, inventions conceived or reduced to practice as a result of this Purchase Order, and any resulting patents. Any works of authorship in any form of expression, including, but not limited to, manuals and software developed under this Purchase Order, are works for hire and belong exclusively to Technica. If, by operation of law, the ownership of works for hire do not automatically vest in Technica, Supplier hereby assigns and agrees to assign ownership to Technica. Supplier will provide reasonable assistance to Technica to secure intellectual property protection, including but not limited to, assistance in the preparation and filing of any patent applications, copyright registrations, and the execution of all applications, assignments or other instruments for perfection or protection of title. Supplier will pay its employees any compensation due in connection with the assignment of any intellectual property or invention. Supplier warrants to Technica that Supplier employees are subject to agreements that will secure Technica rights under this section.
   b) For intellectual property, including software, provided under this Purchase Order, but not owned by Technica under Section 6 a), Supplier grants to Technica a fully paid-up, worldwide, perpetual license to install, execute, use, copy, test, display, perform and distribute such intellectual property for Technica business purposes, including the provision of managed services, web hosting services and application service provider and application infrastructure under this section.
7. TERMINATION. Technica may at any time terminate for convenience further performance of all or part of this Purchase Order by giving written notice to Supplier. If Supplier for any reason fails to ship or deliver Goods or perform Services within the times specified in this Purchase Order, Technica may, without liability (except for Goods or Services previously delivered and accepted), terminate in whole or in part, this Purchase Order by written notice to Supplier and Supplier will be liable to Technica for damages that Technica incurs due to non-performance, including the excess cost for substitute Goods or Services.
8. LIMITATION OF TECHNICA LIABILITY. TECHNICA WILL NOT BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS ARISING OUT OF OR RELATING TO THIS PURCHASE ORDER. TECHNICA LIABILITY FOR ANY CLAIM OF ANY KIND ARISING OUT OF OR RELATING TO THIS PURCHASE ORDER WILL NOT EXCEED THE PRICE OF THE GOODS OR SERVICES GIVING RISE TO THE CLAIM.
9. CHOICE OF LAW. This Purchase Order and the rights and obligations of the parties are governed by the laws of the Commonwealth of Virginia without regard to its conflict of laws provisions, but this Purchase Order and the rights and obligations of the parties hereto will not be governed or interpreted in any way referring to (i) any law based upon or similar to the Uniform Computer Information Transactions Act (UCITA) or (ii) the United Nations Convention on Contracts for the International Sale of Goods (UNCISG).
10. WAIVER OF JURY TRIAL; VENUE a) EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION ARISING BETWEEN THE PARTIES RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER ISSUE IS INITIATED BY CLAIM, COUNTERCLAIM, THIRD PARTY OR OTHERWISE. b) Any court proceeding brought by either party shall be brought, as appropriate, in Virginia Commonwealth Courts or in the Unites States District Court for the District of Virginia. Each party agrees to personal jurisdiction in either court. c) The prevailing party in any formal dispute will be entitled to reasonable attorney fees and costs. If the prevailing party rejected a written settlement offer that exceeds its recovery, the offering party will be entitled to its reasonable attorney fees and costs.
11. COMPLIANCE WITH LAWS. Supplier will comply with all applicable laws and regulations, including, but not limited to, compliance with the Executive Order 11246 and matters regarding Federal Acquisition Requirements. Supplier will take all precautions to prevent injury to persons or property damage and adhere to Technica security procedures.
12. GENERAL a) Supplier will not, without Technica prior written consent, make any news release, public announcement, denial or confirmation of this Purchase Order, its value or its terms. Nothing in this Purchase Order grants Supplier the right to use any trademarks, service marks, trade names, or logos proprietary to Technica. If Supplier is granted a right to use Technica marks, Supplier will do so only in strict compliance with Technica guidelines. b) No change, amendment or modification of this Purchase Order will be effective unless in writing and signed by Supplier authorized representatives and Technica General Manager. c) Supplier will not, without Technica prior written consent, assign all or any part of this Purchase Order. d) Failure by Technica to insist upon strict performance by Supplier under this Purchase Order will not waive any subsequent or other default or failure to perform by Supplier. e) Technica rights and remedies in law or equity are cumulative and may be exercised concurrently or separately. f) The invalidity, in whole or in part, of any provision of this Purchase Order, will not affect the validity of any other provisions. g) Time is of the essence in Supplier performance. h) Supplier is an independent contractor and not an agent or employee of Technica or of any Technica affiliate. Supplier is solely responsible for paying to Supplier employees wages, salaries, fringe benefits and any other compensation or claims by Supplier employees. i) Supplier will not subcontract any portion of this Purchase Order without Technica prior written consent. j) Technica has the right to offset any amount owed by Supplier to Technica or any Technica Affiliate under this Agreement or any other agreement against any amount owed by Technica or any Technica Affiliate to Supplier under this Agreement. k) Supplier must provide product change notices to Technica, Legal Dept., 22970 Indian Creek Drive, Suite 500, Dulles VA 20166.
13. ENTIRE AGREEMENT; CONFLICTS. This Purchase Order and any attachment constitute the entire agreement between the parties as to Goods and Services and supersedes all previous representations, statements, negotiations, commitments and writings relating to Goods and Services. If there is a conflict between this Purchase Order or these terms and any other document related to Goods and Services, the terms of the documents will control in the following order:

(i) Master or other written agreement between Technica and Supplier signed by an authorized representative of Technica;

(ii) Printed Purchase Order Terms;

(iii) Supplemental terms set forth on the Purchase Order; and,

(v) Other documents incorporated into this Purchase Order by reference.

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TECHNICA CORPORATION IS AN EQUAL OPPORTUNITY EMPLOYER.