Harman International Indirect Terms and Conditions
Revised Effective November 2020

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATEDTERMS AND CONDITIONS FOR INDIRECT PROCUREMENT(Revised Effective November 2020)
1.
Documents. These Terms and Conditions are being issued in connection with a request for
quotation, award letter, purchase order, release, purchase agreement, or similar document issued to Seller
Harman International Industries, Incorporated, or one of its affiliated companies (“Buyer”).
Any reference to an “Order” in these Terms and Conditions means a request for quotation, award letter,
purchase order, release, purchase agreement, or similar document issued to Seller by Buyer. Except forparagraphs 9 (Termination at Buyer’s Option) and 11 (Cancellation for Default or Breach; Buyer’s
Remedies) of these Terms and Conditions, if any other provision of these Terms and Conditions isinconsistent with the specific provisions of any Order, then the specific provisions of the Order willcontrol. Seller agrees to comply with all of the requirements of the Supplier Code of Conduct and othercompliance requirements, including information security, each located and accessible at
http://www.harman.com/supply-chain, (collectively, “Harman Policies”) and failure to so comply shall bea material breach of this Agreement.. These Terms and Conditions, together with the Harman Policies andany request for quotation, purchase order, release, purchase agreement, or similar documents issued toSeller by Buyer, constitute one agreement and may not be treated as separate contracts.
2.
Acceptance. Any Order is an offer to Seller by Buyer and does not constitute an acceptance of
any offer to sell or proposal made by Seller. Any reference to any offer to sell or proposal made by Seller
is solely for the purpose of incorporating the description and specifications of goods and services
contained in such offer to sell or proposal to the extent that such description and specifications do notconflict with the description and specifications contained in the Order. Seller’s delivery of goods, written
acceptance, commencement of any work under the Order, or any other conduct by Seller which
recognizes the existence of a contract with respect to the subject matter of the Order will constituteSeller’s acceptance of an Order, including these Terms and Conditions. Any additional or different terms
and conditions proposed by Seller are rejected by Buyer and are not part of the Order, unless specifically
accepted by Buyer in writing. Seller’s failure to obtain a written acceptance from Buyer will beconclusive evidence of acceptance of these Terms and Conditions by Seller and rejection by Buyer ofSeller’s terms and conditions.
3.
Shipping. (a) Seller must properly pack, mark, and store the goods that are the subject of theOrder (“goods”) in accordance with the requirements of Buyer (as specified in any Order) and any carrier.
(b) Seller will bear all costs of packing, marking, and storing of the goods, including any expenses
incurred by Buyer as a result of improper packing, marking, or storing, unless otherwise stated in theOrder. (c) Seller will reimburse Buyer for expenses incurred by Buyer as a result of improper packing,marking or shipping and for the return of rejected goods. (d) Unless otherwise provided in the Order,
Seller will arrange for and bear all costs of shipping the goods, including, without limitation, the cost ofcustoms duties, insurance, and freight. (e) All shipments must be accompanied by packing slips showing
Seller’s name, order numbers and quantities. (f) If Seller submits paper invoices, original bills of lading,express receipts, etc., signed by carrier, must be attached to Seller’s invoice and mailed not later than the
day after shipment. If Seller submits invoices through EDI or other electronic means, original bills of
lading, express receipts, etc., signed by carrier, must be retained in Seller’s records and delivered to Buyer
on demand. (g) Risk of loss will pass to Buyer upon delivery to Buyer’s facility or such other location
specified on the face of the Order, except that risk of loss for excess quantities delivered to Buyer will
only pass upon acceptance of such excess by Buyer. (h) Buyer may require shipment by more
expeditious method, at Seller’s expense, if Seller fails to meet required time for delivery.

Harman International Indirect Terms and Conditions
Revised Effective August 2020

4.
Invoices and Payment. Seller must deliver invoices as directed in the Order or other instructions
received from Buyer. Invoices must include order number, symbol number and plant and otherinformation sufficient to enable Buyer to easily identify subject goods or services. Separate invoices are
required for each individual shipment. If time for payment is not otherwise stated on the Order, thepayment terms will be net 90 days. Time for payment will not begin until correct and complete invoices
are received and Seller’s cash discount privileges to Buyer will be extended until such time as payment isdue. Buyer may withhold payment pending receipt of evidence, in such form and detail as Buyer may
direct, of the absence of any liens, encumbrances or claims on the goods or services under the Order.
Seller agrees that all of its accounts with Buyer (whether arising under an Order or any other agreement or
arrangement between Buyer and Seller) will be administered on a net settlement basis and that Buyer may
set off and recoup debits and credits, including Buyer’s attorney fees and costs of enforcement, against
any of Seller’s accounts regardless of the basis for such debits or credits and without additional notice. In
this paragraph 4, “Buyer” includes all of Buyer’s affiliated companies. Seller warrants that the prices forthe goods or services sold to Buyer under the Order are no less favorable than those that Seller currently
extends to any other customer for the same or similar goods or services in similar quantities. If Seller
offers a lower price for the same or similar goods or services to any other customer during the term of an
Order, then, to the extent permitted by law, Seller will immediately offer Buyer the same price for the
goods or services on the same terms and conditions as was offered to the other customer. Seller warrantsthat the prices shown on the Order are complete and that no additional charges of any type, including,
without limitation, sales or other taxes, V.A.T. or fees will be added without Buyer’s express writtenconsent. Seller will provide detailed cost information for the bill of materials and any value-added
services for each product in the format and detail specified in Buyer’s request for quotation.
5.
Quantity; Releases; Delivery; Excusable Delay. (a) Quantities listed in each Order as estimatedare Buyer’s best estimate of the quantities of goods it might purchase from Seller for the contract term
specified in the Order. Any estimates or forecasts of production volumes or program durations are subject
to change from time to time, with or without notice to Seller, and will not be binding upon Buyer. Unlessotherwise expressly stated in the Order, Buyer makes no representation, warranty, guaranty orcommitment of any kind or nature, whether express or implied, to Seller in respect of Buyer’s quantitativerequirements for the goods or the term of supply of the goods. (b) Unless otherwise expressly stated in theOrder or an agreement, if no other quantity is stated on the face of the Order or if the quantity is blank orstates the quantity as zero, “blanket,” “see release,” “as scheduled,” “as directed,” “subject to Buyer’s
releases” or similar terms, then Seller will supply at least 10% of Buyer’s requirements for goods in such
quantities as identified by Buyer as firm orders in material authorization releases, manifests, broadcasts orsimilar releases (collectively, “releases”) that are transmitted to Seller during the term of the Order, andSeller will supply all such goods on such dates and times, at the price and on the other terms specified in
the Order. If the Order covers services, Buyer is required to purchase such services to the extent expressly
stated in a Statement of Work signed by Buyer. If “price” is stated as 1.000 on an Order covering
installment performance of a fixed total quantity, then quantity is 1 and the number shown under“quantity” is the price. Buyer may require Seller to participate in electronic data interchange or a similar
inventory management program, at Seller’s expense, for notification of releases, shipping confirmationand other information. Releases are part of the Order, are governed by these Terms and are notindependent contracts. Seller accepts the risk associated with lead times of various raw materials andcomponents if they are beyond those provided in releases. (c) Delivery or performance must be made at
the time and in the quantities specified in the Order, and time is of the essence. If no delivery date is2Harman International Indirect Terms and Conditions
Revised Effective August 2020

specified or otherwise provided for, delivery must be made within a reasonable time. Time and quantities
are of the essence of the Order. Neither party will be liable for a failure to perform that arises from causes
or events beyond its reasonable control and without its fault or negligence, provided that (i) the delayed
party must give prompt notice of such delay; (ii) the delayed party must utilize its best efforts to (x) takeall possible actions to minimize the scope and period of delay including requisition of alternate materials
that are affected by the event; (y) exercise efforts to minimize or limit the damages to the other party; and(z) cooperate with the non-delayed party’s information requests including granting regular reports andaccess to facilities;and (iii) during the period Seller is delayed, Buyer, at its option, may purchase goods
from other sources and reduce the quantities set forth in the Order and will have no liability to Seller, or
have Seller provide the goods from other sources in quantities and at times requested by Buyer and at theprice set forth in the Order. In the event any delay lasts for more than 10 days, or if Seller cannot provide
adequate assurance that any delay will cease within one day, Buyer may immediately cancel the Orderwithout liability.
6.
Inspection and Audit; Other Information. Buyer will have the right to enter Seller’s facility atreasonable times to inspect the facility, goods, material and any property of Buyer covered by the Orderand Seller’s records relating thereto. The fact that Buyer may have inspected, tested or failed to inspect or
test any goods will not affect any rights of Buyer under the Order. Buyer’s inspection of the goods,
whether during manufacture, prior to delivery or within a reasonable time after delivery, will notconstitute acceptance of any work-in-process or finished goods. Nothing in the Order will relieve Seller
from any obligation to inspect or test the goods. If Seller is to be paid other than on a lump sum basis,
Buyer will have the right at reasonable times and upon reasonable notice to audit such of Seller’s records
as are reasonably necessary to verify the amounts due Seller, and Seller will make such books and records
available to Buyer or its designees and provide copies of such books and records to Buyer or its designees
upon request.
7.
Changes. (a) Changes to the Order or to the design or specifications of the goods or services, andpayment of extra charges will be permitted only when authorized by Buyer in writing signed by Buyer.
(b) Buyer at any time in writing may change the scope of Seller’s work, or the method of packing andshipping, or the place of delivery, and Seller agrees to comply with such changes promptly. If any suchchange affects cost or time of delivery or performance, Buyer will equitably adjust the price or delivery
terms of the Order after receipt of documentation in such form and detail as Buyer may direct. Anychanges to the Order must be made in writing signed by Buyer.
8.
Warranties. In addition to what is required by applicable law, Seller warrants that all goods andservices covered by the Order will: (a) conform to the specifications, drawings, samples or descriptions
furnished to or by Buyer; (b) be of good quality and workmanship; (c) be free of defects in design (unless
Buyer provided the design), materials and workmanship; (d) be merchantable; (e) be fit for the particularpurposes intended by Buyer; (f) comply with all applicable environmental, occupational, safety, healthand other laws, rules and regulations applicable to the design, function or use of the goods; and (g) as toservices, be conducted in a professional manner in compliance with relevant industry standards. Selleracknowledges that Seller knows of Buyer’s intended use and expressly warrants that all goods covered by
the Order which have been selected, designed, manufactured or assembled by Seller, based upon Buyer’s
stated use, will be fit and sufficient for the particular purposes intended by Buyer and have been tested to
and will comply at all times with the standards provided by Buyer. Seller must immediately notify Buyerof any errors in specifications or drawings provided by Buyer which are patent or which are otherwise
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Harman International Indirect Terms and Conditions
Revised Effective August 2020

known to or should have been discovered by Seller. Seller further warrants that it has clear title to thegoods and that the goods will be delivered free and clear of liens and encumbrances. Seller warrants that
all materials incorporated into all goods comply with the laws regarding slavery and human trafficking of
all countries in which Seller does business.
9.
Termination at the Buyer’s Option. (a) In addition to any other rights of Buyer to cancel orterminate the Order and regardless of any other language in the Order, Buyer may terminate its purchaseobligations in whole or in part, at any time and for any reason, by written notice of termination to Seller.
Buyer will have such right of termination notwithstanding the existence of an excusable delay underparagraph 5. (b) Upon such termination Buyer’s obligation to Seller will be: (i) the order price forfinished work and completed services that conform to the requirements of the Order, (ii) Seller’s actual
costs of work-in-process and parts and materials that Seller produced or acquired in connection with theOrder and transferred to Buyer, (iii) Seller’s actual costs of immediately terminating subcontracts andsettling claims of subcontractors, and (iv) Seller’s actual costs of protecting Buyer’s property that is in
Seller’s possession. Buyer will make no payments for finished goods, work-in-process or raw materials
fabricated or procured by Seller in amounts in excess of those authorized in delivery releases or schedules
nor any undelivered goods which are in Seller’s standard stock or are readily marketable. Buyer’s
obligations upon termination will not exceed those Buyer would have had to Seller in the absence oftermination. (c) Seller must furnish to Buyer, within one month after the date of termination, Seller’s
termination claim, which must consist exclusively of the items for which Buyer may be responsible underparagraph 9(b). Buyer may audit Seller’s records, before or subsequent to payment, to verify Seller’s
termination claim. (d) Buyer will have no obligation to Seller if Buyer cancels its purchase obligations
because of breach or default by Seller under paragraphs 10 and 11.
10.
Breach; Default. The following constitute events of breach or default by Seller: (a) Seller’s
failure to timely perform services or deliver conforming goods as specified by Buyer; (b) Seller’s otherfailure to perform, observe or comply with or repudiation of any provisions of the Order, including
Seller’s warranties; (c) Seller’s failure to make progress so as to endanger timely and proper completionof services or delivery of goods; (d) Seller’s failure or threat not to deliver goods or perform services inconnection with the Order; (e) Seller’s failure to correct a failure to meet reasonable quality requirements
within 10 days (or such shorter period of time if commercially reasonable under the circumstances) after
receipt of written notice from Buyer specifying the failure; (f) Buyer cancels for breach any other Orderissued by Buyer to Seller in accordance with the terms of such other Order (whether or not such other
Order is related to the Order); (g) Seller’s entering or offering to enter into a transaction that includes asale of a substantial portion of its assets used for the production of goods for Buyer or a merger, sale or
exchange of stock or other equity interests that would result in a change in control of Seller, (h) Seller’s
failure to remain competitive with respect to quality, technology, delivery, service or pricing of the goods;(i) if the Order is governed by New York law, Seller’s insolvency or the filing of a voluntary or
involuntary petition of bankruptcy by or against Seller, or the appointment of a receiver or trustee for
Seller, or the execution of an assignment for the benefit of Seller’s creditors, provided that such petition,
appointment or assignment is not vacated or nullified within fifteen days of such event; (j) if the Order isgoverned by the laws of The Peoples’ Republic of China, upon the bankruptcy, insolvency, dissolution, or
liquidation of supplier, or the appointment of a receiver or equivalent officer in respect of the assets ofSeller, or if Seller ceases to carry on business or fails to pay its debts as they become due; or (k) Seller’smaterial noncompliance with the Order, or the Supplier Code of Conduct.

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Harman International Indirect Terms and Conditions
Revised Effective August 2020

11.
Cancellation for Default or Breach; Buyer’s Remedies. If an event of breach or default by Seller,
Buyer will: (a) have all rights and remedies afforded by applicable law; (b) be entitled to reduce
quantities under the Order to the extent Buyer rejects goods as nonconforming; (c) have the right tocancel all or any part of the Order, and Buyer will have no liability to Seller; and (d) be entitled to collectfrom Seller all of its damages, costs and expenses associated with Seller’s breach, including incidental
and consequential damages, court costs and attorneys’ fees. In any action brought by Buyer to enforce
Seller’s obligations in connection with the production or delivery of goods or for possession of property,
Seller acknowledges and agrees that monetary damages are not a sufficient remedy for any actual,
anticipatory or threatened breach of the Order and that, in addition to all other rights and remedies that
Buyer may have, Buyer will be entitled to specific performance and injunctive equitable relief as a
remedy for any such breach. All rights and remedies reserved to Buyer under the Order are cumulativeand in addition to all other or further remedies provided in law or equity. Buyer’s payment for or
acceptance of any goods under the Order will not discharge Seller from its obligations or constitute a
waiver of any of Buyer’s rights. Unless Buyer makes a written request, Seller may not replacenonconforming goods. Nonconforming goods will be held by Buyer for disposition in accordance with
Seller’s instructions at Seller’s risk and expense. Seller’s failure to provide written instructions within
three days, or such shorter period as may be commercially reasonable under the circumstances, after
notice of nonconformity, will entitle Buyer, at Buyer’s option, to charge Seller for storage and handling,or to dispose of the goods, and Buyer will have no liability to Seller. Payment for nonconforming goods
will not constitute an acceptance of such goods, limit or impair Buyer’s right to assert any legal or
equitable remedy, or relieve Seller’s responsibility for latent defects. Seller will have no right to cancel
all or any part of the Order.
12.
Special Warnings. Prior to and with the shipment of goods purchased under the Order, Seller
must furnish Buyer sufficient warnings and notice in writing (including appropriate labels on goods,
containers and packing) of any hazardous material which is an ingredient or a part of any of the goods,
together with such special handling instructions as may be necessary to advise carriers, Buyer and theirrespective employees of how to exercise that measure of care and precaution which will best prevent
bodily injury or property damage in the handling, transportation, processing, use or disposal of the goods,
containers and packing shipped to Buyer.
13.
Goods Made to Buyer Specification or Bearing Buyer Marks. When goods are made to Buyer’splans or specifications, the design, plans and specifications will be deemed Buyer’s and may not be usedby Seller for any purpose except the performance of the Order and may not be disclosed to any otherperson without Buyer’s written permission. If the goods specified in the Order bear a trademark or tradename or other identifying mark of Buyer, no such goods, whether the result of rejects or overruns orotherwise, may be sold or otherwise disposed of to anyone other than Buyer.
14.
Special Provisions Applicable To Development Work. “Work Product” means any work ofauthorship, invention, creation, data, discovery, or improvement created, conceived, authored, invented,
discovered, or reduced to practice by Seller or any direct or indirect agent of Seller in the course of
performance of services under any Order. Seller will immediately and fully disclose to Buyer thecreation, conception, authoring, invention, discovery, or reduction to practice of any Work Productpromptly after such creation, conception, authoring, invention, discovery, or reduction to practice. Seller
will, and hereby does, assign to Buyer all rights of every kind in and to all Work Product. Seller will, andwill cause each author, creator, discoverer, and inventor of any Work Product (whether individual or5Harman International Indirect Terms and Conditions
Revised Effective August 2020

otherwise) to, execute and deliver any documents, furnish to Buyer other information that Buyer deems
necessary to understand and apply such information, attend and testify at meetings or hearings, and do allother things reasonably necessary to vest and perfect all rights in the Work Product in Buyer.
15.

Indemnification.

(a)Generally. Seller will indemnify, defend, and hold harmless Buyer and Buyer’s officers,
directors, employees, agents, representatives, affiliates, successors, and direct and indirect
customers and users from and against any claims, demands, losses, penalties, sanctions, suits,
damages, liability, and expenses (including, but not limited to, reasonable attorneys’ fees andcosts of investigation and defense) arising out of, or related to:

(b)

(i)

Seller’s breach of these Terms and Conditions or any Order;(ii)

Any defect in the goods or services;(iii)

The design of the goods (whether or not defective); or(iv)

Errors, omissions, negligence or other wrongful conduct of Seller or its agents or
subcontractors;(v)

Arising out of, or relating to, any claim, suit, or allegation claiming that the goods orservices (including, but not limited to, any Work Product) provided under any Order, or
the possession or use of such goods or services by any indemnitee, infringes upon,
violates, or misappropriates any intellectual property, contract, or other right of a third
party, whether such infringement, violation, or misappropriation is direct, indirect,
contributory, or by way of inducement. Seller’s obligations will apply even though
Buyer furnished all or any portion of the design.

Indemnitee Counsel. In any matter to which this paragraph 15 applies, each indemnitee will havethe right to select and retain counsel of its own choosing, all at Seller’s expense, and to participate
in the defense.

16.
Insurance. Seller must at all times carry and maintain insurance coverage in reasonable amounts
covering workers compensation, employer’s liability, comprehensive general liability (including
products/completed operations and blanket contractual liability), and automobile liability. Seller mustalso insure all property owned or paid for by Buyer on Seller’s premises (including work in process forwhich Buyer has paid, whether or not title has passed) against loss or damage to the full extent of its
insurable value, without deductible, at Seller’s cost, and must designate Buyer as the loss payee. Seller
must provide evidence of such coverage to Buyer upon request.
17.
Compliance; Supply Chain Transparency. (a) Seller must comply with all applicable laws,
regulations, rules and orders, including laws regarding slavery and human trafficking. Seller will, uponrequest by Buyer, provide any information required by Buyer to permit Buyer to comply with allapplicable laws, including U.S. export control laws. (b) Without limiting anything else in this paragraph
17 or otherwise, Seller will (i) provide to Buyer any information or access that Buyer requires in thecourse of Buyer’s compliance with the California Supply Chain Transparency Act (Cal. Civ. Code §1714.43) or any similar rule of law, regardless of whether such law applies to Seller, (ii) cooperate with
Buyer in evaluating and addressing risks of human trafficking and slavery in all parts of Buyer’s supply
chain with which Seller is associated, (iii) cooperate with Buyer audits of Seller and Seller’s direct and6Harman International Indirect Terms and Conditions
Revised Effective August 2020

indirect suppliers to evaluate compliance by Seller and Seller’s direct and indirect suppliers with Buyer’s
standards for trafficking and slavery in supply chains, (iv) certify that materials incorporated into all
goods comply with the laws regarding slavery and human trafficking of the country or countries in which
Seller does business, (v) comply with Buyer’s accountability standards and procedures for regarding
slavery and trafficking, (vi) provide to its personnel training, or cause such personnel to receive training
from Buyer, regarding human trafficking and slavery, particularly with respect to mitigating risks within
the supply chains of products. (c) Pursuant to the requirements of Section 1502 of the Dodd-Frank WallStreet Reform and Consumer Protection Act and the rules and Form SD associated with Section 13(p) of
the Securities Exchange Act of 1934, Seller shall comply with Buyer’s Conflict Minerals Policy availableat www.harman.com and with all expectations and requirements mandated thereunder (the “Policy”).
Seller represents and warrants that, to its knowledge, no Conflict Minerals (as defined in the Policy)
contained in any good subject to any Order, originated from the Democratic Republic of the Congo or an
adjoining country, unless the Conflict Minerals were processed by a facility listed as compliant pursuant
to the Conflict-Free Sourcing Initiative Conflict-Free Smelter Program or the London Bullion Market
Association Responsible Gold Programme. Seller agrees to respond, or cause its subcontractors and subsuppliers to respond, as applicable, promptly to information requests from Buyer regarding the uses,
sources and chain of custody of Conflict Minerals. Any failure to comply with this subparagraph (c) could
lead Buyer to source from alternative suppliers.
18.
FCPA and Anti-Bribery Laws. As used in this paragraph, the term “Anti-Bribery Laws” means
the U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act 2010, or any similar law or
regulation. Seller must not act in any fashion or take any action that will render Buyer or any of its
affiliates liable for a violation of the Anti-Bribery Laws, which prohibit the offering, giving or promising
to offer or give, directly or indirectly, money or anything of value to any official of a government,
political party or instrumentality to assist Seller or Buyer in obtaining or retaining business or in carryingout Seller’s duties and activities under the Order. Additionally, Seller agrees not to receive or accept any
payments or other benefits from any parties associated with the performance of its duties and payments orother benefits from any parties associated with the performance of its duties and activities under theOrder. Seller agrees that failure to comply with the Anti-Bribery Laws, or receipt of payment or otherbenefits could compromise the integrity of the work performed and, therefore, Buyer would have the rightto terminate the Order immediately. Seller agrees that if any developments cause a representation or
certification previously provided to Buyer, whether in a due diligence questionnaire or other document,
regarding Anti-Bribery Laws to no longer be accurate or complete, it will promptly inform Buyer, inwriting, of the causes and extent of the changes.
19.
C-TPAT and OEA Regulations. Buyer as a participant in the security programs C-TPAT, OEA,
requires Seller to adopt the practices of these supply chain international programs designed to protect
against acts of terrorism, smuggling and illegal practices. Demonstration of the Seller to Buyer of thecompliance of the programs will include, without limitation, the evaluation of Seller’s current practices,
procedures and security measures in the supply chain in relation to the compliance of the programs andthe correction of the Seller potential weaknesses or security elements, as well as any breach detectedduring evaluation.
20.
Quality Assurance. Seller must comply with all quality standards and quality assurance
procedures specified by Buyer.

7Harman International Indirect Terms and Conditions
Revised Effective August 2020

21.
Duty Drawback Rights. Any Order includes all related customs duty and import drawback rights,
if any (including rights developed by substitution and rights which may be acquired from Seller’s
suppliers), which Seller can transfer to Buyer. Seller agrees to inform Buyer of the existence of any suchrights and upon request to supply such documents as may be required to obtain such drawback.
22.
Advertising; Confidentiality. Seller may not, without first obtaining the written consent of Buyer,
in any manner advertise or publish the fact that Seller has contracted to furnish Buyer goods or services,or use any trademarks or trade names of Buyer in Seller’s advertising or promotional materials. In theevent of Seller’s breach of this provision, Buyer will have the right to cancel the undelivered portion of
any goods or services covered by the Order and will not be required to make further payments except for
conforming goods delivered or services rendered prior to cancellation. All information provided by or on
behalf of Buyer to Seller or its employees, agents, subcontractors, or representatives may be used only forthe purpose of fulfilling an Order, and must be held by Seller, and Seller must cause its employees,
agents, subcontractors, and representatives to hold such information, in strictest confidence until suchtime as the information becomes public through no fault of any of them.
23.
Technical Information Disclosed to Buyer. Seller agrees not to assert any claim (other than aclaim for patent infringement) with respect to any technical information which Seller has disclosed or
may in the future disclose to Buyer in connection with the goods or services covered by the Order. Seller
must furnish to Buyer, or any other party designated by Buyer, without restrictions on use or disclosure,
all information and data Seller acquires or develops in the course of Seller’s activities under the Order.
24.
Trademarks. Buyer grants to Seller a nonexclusive, personal, nontransferable license in the
countries in which Seller manufactures goods to use Buyer’s trademarks, service marks, trade names,
copyrights, insignia, emblems, slogans, logos, commercial symbols, signs, and trade dress by which
Buyer products are identified and publicized (the “Trademarks”) solely for the purposes of, and inconnection with, the manufacture and supply of goods under the Order to Buyer. Seller will not use anyother trademark, trade name, logo or service mark in combination with any of the Trademarks. Seller
may not use any translation or transliteration of the Trademarks. All uses of the Trademarks must appear
identical in substance to the Trademarks as they appear in any instructions received from Buyer. Seller
will comply with Buyer’s quality control policies and procedures. Seller agrees to adhere to all graphic,
verbal, thematic, and other standards, specifications, guidelines, and requirements for the use of theTrademarks provided by Buyer. Seller will permit inspection of Seller’s operations and provide Buyer
with product specimens and related items upon Buyer’s request. Buyer will have the right to immediately
terminate this Agreement in the event Seller fails to adhere to Buyer’s quality control policies andprocedures. Seller acknowledges and agrees that Buyer owns all right, title and interest in and to theTrademarks worldwide, and that Seller will not acquire and may not claim any rights in or title to theTrademarks or any translations or transliterations of the Trademarks adverse to Buyer. If at any time
Seller acquires any rights in, or trademark applications or registrations for or including the Trademarks, ortrade names or domain names for or incorporating the Trademarks, upon Buyer’s request and at no
expense to Buyer, Seller will assign all such rights, applications, registrations or domain names to Buyer.
Seller’s use of the Trademarks will inure to the benefit of Buyer. Seller is estopped from challenging thevalidity of the Trademarks or from asserting any claim adverse to Buyer. Upon expiration, termination,or cancellation of the Order, all licenses and rights granted by Buyer to Seller will terminate and Seller
will immediately discontinue all use of the Trademarks and, at Buyer’s option, either (1) deliver to Buyeror another party specified by Buyer or (2) immediately destroy all materials bearing the Trademarks.
8Harman International Indirect Terms and Conditions
Revised Effective August 2020

25.

Miscellaneous.

(a)Severability. If any provision of the Order is invalid or illegal, the invalidity or illegality of suchprovision will not affect the validity of the remainder of the Order.

(b)

Assignment and Subcontracting. Seller may not assign the Order, or any part of the Order, or
subcontract any of its substantive duties under the Order, without Buyer’s prior written approval.
Such approval will not release Seller from any of its obligations under the Order. Selleracknowledges and agrees that Buyer has issued the Order on its own behalf and on behalf of its
affiliated companies. Accordingly, Buyer and each of its affiliated companies will have the rightto make purchases under the Order.

(c)

Taxes. Unless otherwise specified in the Order, the price includes all taxes, duties, tariffs andsimilar assessments.

(d)Survival. The provisions of paragraphs 1, 2, 4, 8, 9, 10, 11, 13, 14, 15, 17,18,19, 21, 22, 23, 25,
24 and 25 of these Terms and Conditions will survive indefinitely the termination or cancellationof any order or any other contract that includes these Terms and Conditions.

(e)

Governing Law. If Seller and Seller’s ultimate parent company are organized and existing under
the law of The Peoples’ Republic of China, then the formation, existence, construction,
performance, validity and all aspects of the Order will be governed by the laws of The Peoples’
Republic of China, without regard to its conflicts of laws principles. In all other cases, theformation, existence, construction, performance, validity and all aspects of the Order will begoverned by the laws of The State of New York of The United States of America without regard
to its conflicts of laws principles. Regardless of which law governs the Order, Buyer and Seller
agree that the United Nations Convention on Contracts for the International Sale of Goods (1980)
is excluded and will not apply to the Order or the transactions contemplated by the Order. If theOrder is governed by New York law, any action to resolve any dispute that has not been resolved
by negotiations between executives of Buyer and Seller must be commenced in the state orfederal courts sitting in the Borough of Manhattan of the City of New York. Buyer and Seller
submit to the personal jurisdiction of those courts and waive any defense that jurisdiction orvenue in those courts is inappropriate or inconvenient. If the Order is governed by the laws of the
PRC, then, except with respect to a dispute involving the validity of any patent, which dispute
will be resolved by a court of competent jurisdiction, any Dispute must be submitted to China
International Economic and Trade Arbitration Commission for arbitration at Shanghai, PRC,
which arbitration will be conducted in accordance with such Commission’s arbitration rules in
effect at the time of applying for arbitration. The arbitral award is final and binding upon Buyer
and Seller. The award may be enforced by a court of competent jurisdiction without regard togeographical location. Notwithstanding the provisions of this paragraph, either Buyer or Seller
may seek from any court of competent jurisdiction any interim or provisional relief before,
during, or after any such arbitration. Seeking or complying with an order of a court granting suchinterim or provisional relief does not constitute a waiver of the dispute resolution provisions of
this paragraph.

(f)

Waiver. Seller waives and releases any right to claim against Buyer consequential damages or
liabilities including, without limitation, loss of profit, loss of business, depletion of goodwill orsimilar loss.
9Harman International Indirect Terms and Conditions
Revised Effective August 2020(g)

No Implied Waiver. The failure of either party at any time to require performance of the otherparty of any provision of the Order will in no way affect the right to require such performance at
any time thereafter, nor will the waiver of either party of a breach of any provision of the Order
constitute a waiver of any succeeding breach of the same or any other provision.

(h)Relationship Of Parties. Seller is solely an independent contractor of Buyer and neither party willbe the servant, agent, partner or joint venturer of the other.

(i)

Waiver of Jury Trial.

(j)

Entire Agreement; Modifications. Seller agrees that the Order, including these Terms andConditions and any attachments, exhibits or supplements attached to the Order or other matterincorporated into the Order by specific reference, constitutes the entire agreement between Seller
and Buyer with respect to its subject matter and supersedes all prior or contemporaneous oral or
written discussions, understandings, representations and agreements. The agreement may be
modified only by a writing signed by an authorized representative of Buyer. Acceptance ofdeliveries or payment by Buyer will not be deemed acceptance or approval of any modifications
proposed by Seller.

Each of Buyer and Seller acknowledges that theright to a trial by jury is a constitutional right. Each of Buyer andSeller also acknowledges that the constitutional right to a trialby jury may be waived. After consulting with their respective
attorneys or having the opportunity to do so, Buyer and Seller
knowingly and voluntarily waive all rights to a trial by jury
regarding any dispute whatsoever that may arise in connection
with the Order.

10