Terms and Conditions – Custom Analysis
1.

Proprietary Rights“Technology Analysis” comprises all information obtained or generated by TechInsights and includes (but is not limited to)
information obtained by TechInsights from market analysis, analysis of parts procured, samples prepared, images captured,schematic diagrams produced, test results documented of semiconductor or electronics circuits, processes, or systems. All
copyright, proprietary and intellectual property rights to the Technology Analysis performed by TechInsights will reside withTechInsights and the individual authors of various aspects of the Technology Analysis who hold moral rights in the TechnologyAnalysis. TechInsights reserves the right to re-use and re-sell any Technology Analysis.

2.

License, Distribution & Use
TechInsights agrees to grant, and hereby grants, to Company a fully-paid, non-exclusive, non-transferable, worldwide,perpetual, irrevocable, limited license (without the right to sublicense) to the Technology Analysis including a right to reproducethat Technology Analysis or any substantial part thereof in any material form whatever, subject to the following conditions:a. Company may only use the Technology Analysis for competitive and technical intelligence use cases: it may not use theTechnology Analysis for IP use cases including patent licensing, negotiations, claim chart development and assertion,
infringement analysis, valuation, litigation and patent sales;b. Company may freely distribute, copy and reproduce the Technology Analysis within Company, except when restricted byapplicable export controls and sanctions laws;c. Company may not distribute Technology Analysis externally, except to persons advising Company, solely associated withCompany’s business. For greater certainty, the sale, lending or disclosure by Company of the Technology Analysis, whether
for financial compensation or tangible or intangible benefit, is deemed not to be for a purpose solely associated withCompany’s business and is prohibited absent Company first obtaining written approval of TechInsights;
d. Company may sublicense its rights under sub- paragraphs (a) and (b) of this paragraph to persons advising Company, provided
that such sublicense is for purposes solely associated with Company’s business and that the entity to whom its rights havebeen sublicensed agrees to be bound by each of the provision of this paragraph;e. All copies and reproductions of the Technology Analysis or any substantial part thereof must bear on their face, or be
inextricably linked with, an indication that the Technology Analysis was prepared by TechInsights and that copyright is held by
TechInsights;
f. All extracts taken from the Technology Analysis must continue to have the meaning that would be ordinarily attributed to it
within the context of the original Technology Analysis.

3. Technology Analysis derived from Reverse Engineering and Liability
a. Company acknowledges that the devices and components that TechInsights analyzes are complex and that while
TechInsights takes commercially reasonable measures to ensure that its analysis work is carried out to a high standard andseeks to present complete and accurate Technology Analysis information, it is not possible to guarantee absolutecompleteness or accuracy of that information, and accordingly, TECHINSIGHTS MAKES NO REPRESENTATION OR WARRANTYABOUT ITS WORK/WRITTEN REPORT. Company acknowledges the absence of any representation or warranty of any kindand agrees to accept all deliverables from TechInsights “as is/where is.”b. TechInsights undertakes to work with Company and, if omissions or errors are identified, to carry out additional re-work tocorrect those deficiencies. Company agrees and acknowledges that its obligation to make payment under this agreement isset out in the agreement and in paragraph 6, below.
c. In no event shall the amount of TechInsights’ liability hereunder, whether as a compensatory payment or the cost of re-work,
exceed the aggregate amount paid by Company to TechInsights hereunder.
4. Confidential Information: Disclosure to Third Parties TechInsights and Company shall maintain confidential and secret all
information which may be disclosed by one party to the other and it shall not disclose this information to any
other firm or corporation, unless expressly authorized by a representative of the disclosing party.
Notwithstanding anything above to the contrary, no such information shall be deemed proprietary or confidential and theparties shall have no obligation with respect to the disclosure of such information which:a. Is already known to the party, orAppendix – Terms and Conditions – Custom Analysis v1.0 | TechInsights Group 2024

b. Is or becomes publicly known through no wrongful act of the party, orc. Is received from a third party without restriction, ord. Is independently developed by the party, ore. Is disclosed pursuant to an order by a competent court or government administrative agency.
5. Export Control and Sanctions Compliancea. Company acknowledges that the information, data, technology, software, products, and/or services obtained from
TechInsights may be subject to the export control and economic sanctions laws and the regulations of the United States,
European Union, Canada, and other relevant jurisdictions (the “Export Control and Sanctions Laws”). By accessing or
downloading TechInsights information, data, technology, software, products, and/or services, you certify that you and yourorganization are eligible to receive such items under applicable Export Control and Sanctions Laws, will not use such items inbreach of or contrary to Export Control and Sanctions Laws, and, further, that Company, including affiliates of Company,
meaning entities under common control with Company, including subsidiaries and parent companies as well as shareholders
and/or executive officers, directors and/or members of the senior management team are not: (i) located or organized in acountry or territory subject to, or whose government is subject to, comprehensive U.S. sanctions (currently including Cuba,Crimea, Luhansk or Donetsk Regions of Ukraine, Iran, North Korea, or Syria). TechInsights does not currently conduct business in
Russia and Belarus, and therefore together with the aforementioned countries these are considered as "Sanctioned Territory"
under this Agreement; (ii) identified on any list of restricted parties targeted under U.S., EU, Canadian, or multilateral sanctions,including, but not limited to, the U.S. Department of the Treasury, Office of Foreign Assets Control’s List of Specially DesignatedNationals and Blocked Persons, the U.S. Department of Commerce’s Entity or Denied Persons Lists, the EU Consolidated list ofpersons, groups and entities subject to EU financial sanctions, or the Consolidated Canadian Autonomous Sanctions List; or (iii)
owned or controlled by, or acting on behalf of, or at the direction of, any of the foregoing.
b. Company may not export, re-export, transfer, retransfer, sell, supply, or allow access or use of the information, data,technology, software, products, and/or services obtained from TechInsights to any prohibited or unauthorized parties or inbreach of Export control and Sanctions Laws, or in any way that would expose any person to the risk of any adverse measures
pursuant to any Export Control and Sanctions Laws. Diversion or evasion contrary to U.S. or other laws is strictly prohibited.
c. Company must provide their full legal name as part of the onboarding process and TechInsights reserves the right to request
further information and/or documents from the Company, including but not limited to, corporate registration,organizational structure and shareholder information, for export control and sanctions due diligence purposes.
d. Company must comply with U.S. anti-boycott regulations and cannot participate in and cooperate with international
boycotts not sanctioned by the United States.
e. TechInsights may immediately terminate this agreement when, in TechInsights’ reasonable judgment, TechInsights
determines that Company has, in its use of TechInsights’ information, data, technology, software, products, and/or services,
breached clause 5 of this Agreement, and/or violated, or exposed TechInsights to the risk of penalties under, any applicable
Export Control and Sanctions Laws. TechInsights will not have any liability to Company, and Company will not be entitled to
any total or partial refund, for any termination of the Agreement in these circumstances.
6. Products/Parts/Devices (‘Parts’)a. During the Technology and reverse engineering process, and otherwise in the delivery of services, necessary parts may bedamaged or destroyed which may affect TechInsights’ delivery schedule adversely, and/or require the procurement ofadditional parts. In either case, TechInsights shall inform Company without delay, and both parties shall commence
negotiations on a revised price and schedule.
b. Unless otherwise noted, in this Agreement, all Parts procured for the purpose of this program are the property of
TechInsights if procured by TechInsights, or Company, if procured by Company.
c. In cases where parts are provided to TechInsights from Company for technical analysis, Company acknowledges that thedevices are free of restrictions and warrants that the devices are the legal property of Company prior to submission to
TechInsights for analysis.
7. Invoicing, Payment Terms, and Project Scope and Schedulea. Currency: All prices do not include applicable taxes.
b. Invoicing: Invoicing will be monthly as incurred.
c. Prices, taxes, etc.: If any tax, public charge, duty or tariff, or increase therein, is or shall be assessed or imposed on
TechInsights, on the goods or services on any sale, delivery or other action taken hereunder, each such charge shall be paidby Company and shall be additional to any price quoted by TechInsights.
d. Terms: Payment terms will be as per invoice, unless otherwise noted. Account payment terms can be confirmed with yourAppendix – Terms and Conditions – Custom Analysis v1.0 | TechInsights Group 2024

TechInsights Sales contact.
e. Late Payments: Interest will be charged on all overdue accounts at 1.5% per month (18% per annum).
f. Program: There are Technology and reverse engineering risks that cannot be anticipated at the time of execution of thisAgreement. If TechInsights subsequently discovers that the actual effort required to complete the program exceeds theestimations used for the proposal, TechInsights shall inform Company without delay, and both parties shall commence
negotiations on a revised price and schedule.
g. Schedule: TechInsights reserves the right to modify the schedule of this project, based on the availability of our engineeringresources at the time of Company’s acceptance. In the event of a change in schedule, Company will be contacted andinformed by the project manager.
8. Cancellation
Company shall have the right to stop any or all future activities under this Agreement by providing TechInsights with sevenbusiness days’ prior written notice. In the event of such cancellation, Company agrees to pay TechInsights for services rendered
and disbursements committed to, whether or not actually rendered, including all completed Technical Analysis sourced from
TechInsights’ library of such analysis, up to and including the date of receipt of the written notice of cancellation based on
TechInsights’ standard billing rates.
9. Entire Agreement
a. The terms and conditions outlined in this Agreement supersede any and all prior understandings and agreements, whether
written or oral, between TechInsights and Company, save that any Mutual Non-Disclosure Agreement remains in effect withregard to the subject matter of that agreement.
b. These terms and conditions cannot be modified or amended by any other or subsequent document or agreement, unless awritten agreement referencing this Agreement is provided and signed by an authorized representative from both TechInsights
and Company.
c. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall bemodified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent
permitted by law, and the remaining provisions of this agreement shall remain in effect.
d. This Agreement shall not be assigned by either Company or TechInsights without the other party’s prior written consent.
10.
Liability
a. TECHINSIGHTS MAKES NO REPRESENTATION OR WARRANTY ABOUT ITS WORK/WRITTEN REPORT. COMPANY ACKNOWLEDGES
THE ABSENCE OF ANY REPRESENTATION OR WARRANTY OF ANY KIND, AND AGREES TO ACCEPT ALL DELIVERABLES FROMTECHINSIGHTS “AS IS/WHERE IS.”b. TechInsights undertakes to work with Company and, if omissions or errors are identified, to carry out additional re-work tocorrect those deficiencies.
c. In no event shall TechInsights’ liability hereunder exceed the aggregate amount paid by Company to TechInsights hereunder.
11.
Force Majeure
TechInsights shall not be liable for any loss or damage arising, directly or indirectly through, or as a consequence of any delayin the fulfillment of or failure to fulfill an order for any cause beyond TechInsights’ reasonable control including, withoutlimitation, any act of God, government regulation or order, inability to obtain from or curtailment of TechInsights’ thenexisting sources of supply of energy, raw materials, or components, water shortage, explosion, fire, flood, civil commotion,terrorist act, war (whether or not declared), global pandemic, inability to obtain labor, lockout, strike, or other labor trouble.
In any such event, TechInsights may terminate this Agreement in whole or in part, or delay performance thereunder, and shallgive Company notice of such election. Company agrees to pay TechInsights for services rendered and disbursements
committed to, whether or not actually rendered, up to and including the date of notice of such election, based on TechInsights’
standard billing rates.

12.

Anti-Bribery
None of the Company or any of its Affiliates or any of their respective directors, officers, employees or, agents or any otherperson acting on their behalf has, directly or indirectly, made any bribes, rebates, payoffs, influence payments, kickbacks,
illegal payments, illegal political contributions, or other payments, in the form of cash, gifts, or otherwise, or taken any
other action, in violation of the Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010 or any other applicable

Appendix – Terms and Conditions – Custom Analysis v1.0 | TechInsights Group 2024anti-bribery or anti-corruption Law (collectively, the “Anti-Bribery Laws”). Neither the Company nor any of its Affiliates isor has been the subject of any investigation or inquiry by any Governmental Body with respect to potential violations ofAnti-Bribery Laws.
13. Miscellaneousa. The parties consent and agree that the construction, interpretation, and enforcement of this Agreement shall be governedby the laws of the Province of Ontario, Canada, and further consent and agree that the courts of the Province of Ontario,
shall have exclusive jurisdiction over any claim or dispute arising under, or related to, this Agreement, and each party
consents to the personal jurisdiction and venue therein. This Agreement may be signed in counterparts.
b. Notices under this Agreement shall be in writing and shall be addressed to the Legal Department of the relevant party.
c. Single Sign On:i.

Within thirty (30) days of execution of this Agreement, the appropriate teams from each party shall meetii.

Within ninety (90) days of execution of this Agreement, both parties shall have completed the commerciallyto discuss the implementation of single-sign-on authentication to the TechInsights Platform by integrating
the customers’ Enterprise Identity Provider with the TechInsights Platform SSO Service.

reasonable efforts necessary to implement single-sign-on, or confirmed to an agreed completion date forimplementation. If the implementation of single-sign-on is determined to not be commercially reasonable,both parties will work to establish an alternative authentication method that meets both parties’ requirements.

iii.

A current listing of the Enterprise Identity Providers TechInsights Platform SSO Service supports, can beprovided and confirmed upon request, and is available at the following location: Enabling Single Sign-On for
the TechInsights Platform | TechInsights

Appendix – Terms and Conditions – Custom Analysis v1.0 | TechInsights Group 2024