GENERAL TERMS & CONDITIONS OF PURCHASE OF GOODS AND/OR SERVICES(“GENERAL CONDITIONS”)
These GENERAL CONDITIONS shall apply to every purchase order (the “PO”) issued by KDDI Asia Pacific Pte. Ltd. (“KDDI”) to its Vendor and Vendor is deemed to have knowledge of and agrees that this
GENERAL CONDITIONS are incorporated into each PO under which the Vendor supplies its goods and/or related services (hereinafter the “Ordered Items”) to KDDI. Vendor’s written acceptance, acknowledgement of
this PO, or commencement of performance constitutes Vendor’s acceptance to this GENERAL CONDITIONS, and a contract between the Parties incorporating these GENERAL CONDITIONS shall come into existence(“Contract”). Unless a separate contract governing the PO is concluded and signed by authorized representatives of each Party, these GENERAL CONDITIONS shall apply and constitute as the Contract between both
Parties. (Vendor and KDDI are each referred to as a "Party" and collectively as the "Parties".)
1.

DEFINITIONS:
1.1. “Affiliates” means a related corporation as defined in Section 6 of the Companies Act (Cap. 50), or other entity that
directly or indirectly controls, or is controlled by, or is under common control with KDDI.
1.2. “Confidential Information” shall means confidential or proprietary information (which includes but is not limited to
information relating to financial position, assets and liabilities, pricing data, internal management and structure of anentity, employees list and data, customers and suppliers list, business plans, industrial and marketing plans, policies,
promotions, know-how, systems, business strategies, databases, spreadsheets, software, development source andobject codes, technology and manufacturing processes, correspondence, discussions, negotiations and agreements
between the Parties, and all other information) disclosed by the disclosing party to the receiving party in connection
with the PO, whether in tangible or intangible form, and whether or not marked as confidential.
1.3. “Deliverables” means all documents, products and materials developed and/or supplied by Vendor in accordancewith the Specifications, or as otherwise supplied by Vendor to KDDI under or in connection with this PO.
1.4. “Force Majeure Event” means any circumstances beyond a Party’s reasonable control including but without limiting
the generality of the foregoing, such circumstance as an act of God, perils of sea or air, fire, flood, a state of war, an
act of the public enemy, a declaration of a state of emergency by the government, a circumstance seriously disrupting
public safety, peace or good order of the applicable country, an act of terrorism, a quarantine restriction, an epidemic,
any outbreak of disease, a strike or lockout (other than a strike or lockout involving a Party’s own employees), a riot,
a war (declared or undeclared), a civil commotion, vandalism, sabotage, or malicious mischief and which occurs
without the fault or the negligence of the Party seeking relief.
1.5. “Good Industry Practice” means the exercise of that degree of care, skill, diligence, prudence and foresight which
would reasonably and ordinarily be expected from a skilled and experienced operator seeking in good faith to comply
with all relevant laws and engaged in the provision of the same type of services under similar circumstances andconditions as set out in this PO.
1.6. “Intellectual Property Rights” or “IPR” includes any and all inventions whether or not patentable, utility models,trademarks, component designs and manufacturing processes and any improvements or enhancements thereto,
copyrights and moral rights, database rights, trademarks, trade secrets and know-how, in each case whether registeredor unregistered, and also including identified technical and non-technical and business-related information such as
specifications, computer programs, drawings or blueprints.
1.7. “Manufacturers’ Warranties” means the warranties given by any third-party manufacturer in relation to any goods
provided by Vendor to KDDI.
1.8. “PO” means this purchase order or an order, or an offer to purchase, or a letter of purchase or notice of intention toproceed to purchase or the like in any form, referring to or including these GENERAL CONDITIONS and issued as
an offer or acceptance of an offer.
1.9. “Specification(s)” means the specification(s) for the Ordered Items described in the PO, including any description,
design, drawing(s) and/or technical data of the Ordered Items and details (if any) of their manufacture andperformance.
2. SUPPLY OF ORDERED ITEMS: Vendor shall supply the Ordered Items described in the Specifications and inaccordance with reasonable directions and requirements of KDDI. In performing the services, the Vendor shall comply withall reasonable instructions given by KDDI. Time shall be of the essence and Vendor is to supply the Ordered Items by thetime(s) stipulated (“Due Date”) in the Specifications and/or any instructions document(s) given by KDDI. In the event ofshort-delivered Ordered Items, Vendor shall immediately deliver the remaining of any short-delivered Ordered Items upon
notification by KDDI.
3. VARIATIONS TO THE ORDERED ITEMS: Vendor shall not implement variations to the Ordered Items unless agreed
in writing between the Parties. If any such variations affect the prices or delivery schedules or performance milestones,
Vendor may make reasonable adjustments to the prices or delivery schedules or performance milestones, provided that
KDDI gives prior written consent. Any adjustment shall be documented in writing and signed by authorized representatives
from each Party. The Vendor shall not, without the prior written consent from KDDI, make any process or design changes
affecting the Ordered Items.
4. PAYMENT AND INVOICING: KDDI will pay Vendor the fixed and firm price in accordance with the PO excluding all
duties and taxes for which Vendor is liable, except for Goods and Services Tax (“GST”). No variation from the price set out
in the PO or in Specifications nor additional charges may be invoiced without the prior written consent of KDDI.
5. CANCELLATION OF PO: Should Vendor fail to supply the Ordered Items by the Due Date, as mutually extended inwriting by the parties, KDDI shall in addition to any other remedies which it may have under these GENERALCONDITIONS or otherwise have the right to cancel all or any of the PO(s), or any part of any PO(s) for the Ordered Items,
without being liable therefore in damages and obtain the same from other sources and all increased costs incurred thereby
shall be deducted from any monies due to or to become due to Vendor under this PO and/or shall be recoverable from Vendor
as damages.
6. RISK AND TITLE: The risk and title in the Ordered Items shall pass to KDDI upon receipt by KDDI, its Affiliates and/or
its customers at the destination specified in the PO and/or the Specifications. For deliveries with installations orcommissioning and for services, the transfer of risk to KDDI occurs upon written acceptance by KDDI. Vendor
acknowledges that the Ordered Items may be on-sold to an end-user by KDDI and warrants that KDDI will be able to supply
the end-user with good title to the Ordered Items.
7. INSPECTION AND REJECTION OF ORDERED ITEMS:
7.1. The Vendor shall allow KDDI, its Affiliates and/or their customers to inspect the delivered and/or performed Ordered
Items and/or Deliverables.
7.2. In the event that any delivered Ordered Items do not comply with the Specifications, KDDI shall have the right but
not the obligation to return and/or reject the non-confirming Ordered Items and/or Deliverables upon written
notification to Vendor and at Vendor’s expense.
7.3. In the case of goods, KDDI may, at its absolute discretion, require Vendor to collect the rejected Ordered Items frompremises designated by KDDI, in which event Vendor shall do so at its own expense. Vendor shall replace such
Ordered Items and/or re-perform the Deliverables immediately and, in any case, within the timeline stipulated byKDDI, and in accordance with the requirements of the Specifications, upon receipt of KDDI’s written notification.
8. REPLACE OR RETURN OF ORDERED ITEMS: The Ordered Items and Deliverables supplied under this PO shallconform in every respect, to the relevant quotation(s), Specification(s) and instruction(s) of KDDI. No changes in such
documents shall be made without the prior written consent by KDDI. Vendor shall replace, free of charge, each of theOrdered Items that are found to be defective, damaged or inferior in quality of workmanship, or found not to comply with
the Specification(s) or instruction(s) of KDDI (the “Defective Goods”) immediately upon notification by KDDI. Otherwise,KDDI reserves the right to refuse to make payment to Vendor and return the Defective Goods at Vendor’s risk and expense.
9. WARRANTIES: Without prejudice to any other right or remedy available to KDDI, Vendor warrants, represents andundertake that:
9.1. It maintains and hold all necessary licences, consents, permits, agreements and insurance required or necessary tolawfully provide the Ordered Items and Deliverables to KDDI;
9.2. The Deliverables will be performed by appropriately qualified and trained personnel with all reasonable care and skillin accordance with Good Industry Practice;
9.3. Use of the Ordered Items and/or any Deliverables by KDDI, its Affiliates and/or customers will not infringe any
Intellectual Property Rights of any third party;
9.4. As far as it is able, Vendor shall pass on to KDDI the benefits of any Manufacturers' Warranties.
10. DELAY DUE TO FORCE MAJEURE: Neither Party shall be deemed to be in breach of the GENERAL CONDITIONS,
or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under the
GENERAL CONDITIONS to the extent that the delay or non-performance is due to any Force Majeure Event. If a Party iswholly or partially unable to perform any of its obligations because of a Force Majeure Event, then it shall promptly notify
the other Party of its inability to perform and the nature and the extent of the circumstances that amounts to a Force Majeure
Event. In the occurrence of such a Force Majeure Event, the Parties agree to take best efforts to minimize the duration andmitigate the effect of the Force Majeure Event. In the event that the Parties agree to terminate the Contract, KDDI shall pay
Vendor for all Ordered Items provided up to the date of the occurrence of the Force Majeure Event.
11. LIMITATION OF LIABILITY: Notwithstanding any other provision in these GENERAL CONDITIONS, in nocircumstances shall KDDI be liable for any special, incidental, consequential, indirect, exemplary or punitive damages orlosses, or for any loss of use, savings, business, contracts, goodwill, profits, revenue or reputation, regardless of the form ofaction, whether arising under contract, tort, statutory liability or otherwise, whether foreseeable or not and whether arisingfrom any act or omission on the part of KDDI in respect of its obligations in the Contract or howsoever arising from the useof the Ordered Items or Deliverables.
12. INDEMNITY: Each party shall indemnify and hold harmless the other party and its agents, employees, officers, directors,
successors and assigns, from and against any and all damages, liabilities, losses, expenses, costs or claims (including without
limitation legal fees) directly caused by (a) the negligence or willful misconduct of the indemnifying party, or (b) theindemnifying party’s breach of any of its covenants, representations or warranties set forth herein.
13. INSURANCE: Vendor must maintain in effect statutory workers compensation insurance and public liability insurance,from a reputable insurance company, to cover any and all costs and expenses of whatsoever kind or nature which KDDI may
suffer or incur as a result of or in connection with any claim, demand, action or proceeding brought by any party including
any officer, employee or sub-contractor of Vendor.
14. INTELLECTUAL PROPERTY:
14.1. Where as a result of carrying out its obligations under this Contract in respect of work designed by the Vendor forwhich the Vendor is to be paid by KDDI, the Vendor generates data, know-how, proprietary technical data or any

Intellectual Property Rights (collectively, “Foreground IP”), then such Foreground IP shall vest in and be solely
owned by KDDI as and when it is generated. The Vendor shall not disclose, release or sell to any persons or otherwise
deal with the Foreground IP in any manner whatsoever, without the prior written consent of KDDI. Each Party shalldo anything necessary (including executing agreements and documents) to give full effect to the provisions of thisClause 14. For the avoidance of doubt, nothing in this Contract shall affect either Party’s right to own any Intellectual
Property Rights created prior to or independently of this Contract (“Background IP”).
14.2. In relation to Background IP owned by the Vendor which is provided by the Vendor under this Contract, Vendor
hereby grants to KDDI a non-exclusive, assignable, transferable, sublicensable, perpetual, irrevocable, fully paid-up
right and licence with no geographical restrictions to (whether by itself or on its behalf) use, execute, display, perform,
possess, modify and create derivative works from the Background IP solely and exclusively for the purposes intended
under this Contract
14.3. In relation to Background IP which is not owned by the Vendor but which is provided by the Vendor under thisContract (“Non-Vendor Background IP”), the Vendor shall grant to or procure for KDDI, a licence for such NonVendor Background IP on terms substantially similar to Clause 14.2 above.
15. CONFIDENTIAL INFORMATION:
15.1. The receiving party of the Confidential Information shall not without prior written consent of the disclosing party,
copy or disclose such Confidential Information to any person or use for any purpose any Confidential Information
obtained by it in connection with the Contract, but may disclose Confidential Information to its employees or agents,
on a ‘need-to-know’ basis, for the purpose of performing parties’ obligations within the scope of the Contract.
15.2. The foregoing restrictions on the Confidential Information shall not apply to information that are (a) publicly
available; (b) independently developed and lawfully obtained by the receiving party; (c) directly or indirectly obtained
from the disclosing party without restriction against subsequent use, duplication or disclosure; and (d) required to bedisclosed pursuant to applicable laws and/or regulations the directions of governmental or regulatory authorities orby court order.
15.3. Upon termination, expiration or completion of the Contract, the receiving party shall, at the request of the disclosing
party, return or destroy all Confidential Information supplied and belonging to the disclosing party, except for any
Confidential Information that is required to retain pursuant to applicable laws and/or regulations and/or its internal
documentation retention policies. The confidentiality obligations in this clause 15 shall survive the termination andexpiration of the Contract.
16. DATA PROTECTION: Parties undertake to fully comply with the requirements of the Personal Data Protection Act 2012
(No. 26 of 2012) of Singapore (“PDPA”), for the time being in force in Singapore and includes any rules or regulations
made thereunder, and shall take all necessary actions to comply with and observe the provisions of the PDPA in respect tocollecting, using, disclosing and/or processing any such personal data, if necessary. Customer shall ensure that any individual
contacting or interacting with KDDI on behalf of Customer regarding the Services can be contacted via and will exclusively
use business address, business email address, business telephone number and/or business fax number.
17. EXPORT CONTROL: Parties acknowledge that certain Ordered Items and technical information (“Controlled Items”)
provided in the PO and Specifications are subject to export control laws, restrictions, regulations and orders (“Export Control
Laws”), as enforced by the applicable regulatory authorities, such as Singapore Customs and other foreign agencies orauthorities. Parties agrees to comply with all applicable Export Control Laws and shall not export, transfer or transmit forthe purpose of re-export any such Controlled Items to any prohibited or embargoed country, or to any denied, blocked, ordesignated person or entity, as listed in any such Export Control Laws (available at URL:
https://www.customs.gov.sg/businesses/strategic-goods-control/sanctioned-lists-and-red-flags.)
Each Party shall be
responsible for obtaining any applicable Export Control Laws licence to export, re-export or import the concerned Controlled
Items, as may be required.
18. ANTI-CORRUPTION:
18.1. Parties represent and warrant that:(a)each shall comply with all applicable laws, statutes, regulations, decrees and/or official order and codes relating
to anti-bribery and anti-corruption including but not limited to Singapore Prevention of Corruption Act (Cap.
241), U.S. Foreign Corrupt Practices Act, UK Bribery Act, laws prohibiting corrupt payments, antitrust laws,
laws on prevention of unfair competition or economic espionage, or similar laws of any other country or
jurisdiction which are applicable to the PO;(b)each has not and shall not offer, pay, give, or promise to pay or give, directly or indirectly (including througha third party or intermediary) any payment or gift of any money or thing of value to any government official,government employee (or employee of any company owned in part by a government), political party, politicalparty official, or candidate for any government or political office, or another person or entity, in order toinfluence or induce an action to secure improper advantage in relation to the contemplated PO between theparties.
18.2. Failure by either Party to comply with this provision shall be deemed as breach of this GENERAL CONDITIONS
and Parties have the right to terminate this Contract without any liability. This clause is without prejudice to theterminating party’s other rights or remedies.
19. TERMINATION:
19.1. Without limiting its other rights or remedies, KDDI may terminate the Contract with immediate effect by giving
written notice to the Vendor if:(a)the Vendor commits a material breach of any term of the Contract and (if such a breach is remediable) fails to
remedy that breach within twenty (20) days of that party being notified in writing to do so;(b)
the Vendor takes any step or action in connection with its entering administration, provisional liquidation,
judicial management or any composition or arrangement with its creditors (other than in relation to a solvent
restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent
restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or
action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;(c)the Vendor suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part ofits business;(d)the Vendor's financial position deteriorates to such an extent that in KDDI's opinion the Vendor's capability toadequately fulfil its obligations under the Contract has been placed in jeopardy.
19.2. Upon termination of the Contract for any reason KDDI shall pay Vendor's outstanding unpaid invoices, provided that(a) KDDI has accepted the Ordered Items and Deliverables; and (b) the invoices are not subject to dispute.
19.3. Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination,
including the right to claim damages in respect of any breach of the Contract that existed at or before the date of
termination.
20. SEVERABILITY: Notwithstanding that the whole or any part of any provision of these GENERAL CONDITIONS may
prove to be illegal or unenforceable, the other provisions of these GENERAL CONDITIONS and the remainder of theprovision in question shall remain in full force and effect.
21. ENTIRE AGREEMENT: The Contract, together with these GENERAL CONDITIONS shall constitute the entire
agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties,
representations and understandings between them, whether written or oral, relating to its subject matter. These GENERALCONDITIONS apply to the Contract to the exclusion of any other terms that the Vendor seeks to impose or incorporate, or
which are implied by trade, custom, practice or course of dealing.
22. WAIVER: No forbearance, delay or indulgence by either Party in enforcing the provisions of the Contract shall prejudiceor restrict the rights of that Party nor shall any waiver of its rights in relation to a breach of the Contract operate as a waiverof any subsequent breach and no right, power or remedy given to or reserved to either party under the Contract is exclusiveof any other right, power or remedy available to that Party and each such right, power or remedy shall be cumulative.
23. AMENDMENTS: No addition to, variation or modification of the Contract or these GENERAL CONDITIONS shall beeffective unless it is in writing and signed by an authorized representative of each Party.
24. ASSIGNMENT: Neither Party shall assign, delegate or otherwise transfer all or any part of the rights and/or obligation
under the Contract or these GENERAL CONDITIONS without the prior written consent of the other Party.
25. NOTICES: Notices given under the Contract or these GENERAL CONDITIONS must be in writing and shall be effective
when delivered to and duly received by the other Party’s relevant officer at the address stated on the applicable PO.
26. GOVERNING LAW: The Contract including these GENERAL CONDITIONS shall be governed by and construed
according to the laws of Singapore, without regard to conflict of laws principles..
27. DISPUTE RESOLUTION: Any dispute controversy or claim arising out of or in connection with the Contract includingthese GENERAL CONDITIONS, including any question regarding its existence, validity or termination, shall be referred
to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordancewith the Arbitration Rules of the SIAC (the “SIAC Rules”) for the time being in force, which rules are deemed to beincorporated by reference in this clause. The seat of arbitration and legal place shall be Singapore. The Tribunal shall consistof one (1) arbitrator, whose appointment shall be in accordance with the SIAC Rules. Arbitration proceedings (including but
not limited to any arbitral award rendered) shall be in English. The award shall be final and binding on the Parties, andjudgment upon any award may be entered and enforced in any court having jurisdiction.
28. CONTRACTS (RIGHTS OF THIRD PARTIES): Nothing herein confers or purports to confer on any third party any
benefit or any right to enforce any provision or clause of the Contract including these GENERAL CONDITIONS pursuant
to the Contracts (Rights of Third Parties) Act, Cap. 53B of Singapore.