Last modified: February 28, 2024

VENDOR GENERAL TERMS AND CONDITIONS FOR
THE PURCHASE OF GOODS AND SERVICES
1.

Applicability.

(a)
These terms and conditions of purchase (these "Terms") are the only
terms which govern the purchase of the goods ("Goods") and services ("Services") by
InVue Security Products Inc., its affiliates, and/or its subsidiaries ("Buyer") from theseller or vendor named on the Purchase Order or from whom Buyer purchases Goods
and/or Services ("Seller"). Notwithstanding anything herein to the contrary, if a written
contract signed by both parties is in existence covering the sale of the Goods and Services
covered hereby, the terms and conditions of said contract shall prevail to the extent they
are inconsistent with these Terms.
(b)
The accompanying purchase order (the "Purchase Order") and theseTerms (collectively, this "Agreement") comprise the entire agreement between theparties, and supersede all prior or contemporaneous understandings, agreements,
negotiations, representations and warranties, and communications, both written and oral.
These Terms prevail over any of Seller's general terms and conditions of sale regardlesswhether or when Seller has submitted its sales confirmation or such terms. This
Agreement is expressly limited to, and expressly made conditional on, the terms of thePurchase Order and Seller’s acceptance of these terms and conditions. Buyer objects toany additional or different terms. Fulfillment of this Purchase Order constitutes
acceptance of these Terms.
2.

Delivery of Goods and Performance of Services.

(a)Seller shall deliver the Goods in the quantities and on the date(s) specified
in the Purchase Order or as otherwise agreed in writing by the parties (the "Delivery
Date"). If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may
terminate this Agreement immediately by providing written notice to Seller and Seller
shall indemnify Buyer against any losses, claims, damages, and reasonable costs andexpenses directly attributable to Seller's failure to deliver the Goods on the Delivery
Date. Buyer has the right to return any Goods delivered prior to the Delivery Date at
Seller's expense and Seller shall redeliver such Goods on the Delivery Date.
(b)
Seller shall deliver all Goods to the address specified in the Purchase
Order (the "Delivery Point") during Buyer's normal business hours or as otherwise
instructed by Buyer. Seller shall pack all goods for shipment according to Buyer's
instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods
are delivered in undamaged condition. Seller must provide Buyer prior written notice if it
requires Buyer to return any packaging material. Any return of such packaging material
shall be made at Seller's risk of loss and expense.

(c)Seller shall provide the Services to Buyer in accordance with the terms
and conditions set forth in these Terms.
(d)Seller acknowledges that time is of the essence with respect to Seller's
obligations hereunder and the timely delivery of the Goods and Services, including all
performance dates, timetables, project milestones and other requirements in thisAgreement.
3.
Quantity. If Seller delivers more or less than the quantity of Goods ordered, Buyer
may reject all or any excess Goods. Any such rejected Goods shall be returned to Seller atSeller's sole risk and expense. If Buyer does not reject the Goods and instead accepts the deliveryof Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a prorata basis.
4.
Shipping Terms. Delivery shall be made FOB Delivery Point or as otherwise
specified on the face of the Purchase Order. The Purchase Order number must appear on all
shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence andany other documents pertaining to the Purchase Order.
5.
Title and Risk of Loss. Title and risk of loss passes to Buyer upon delivery of theGoods at the Delivery Point.
6.
Inspection and Rejection of Nonconforming Goods. Buyer has the right to inspect
the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of
the Goods, and may reject all or any portion of the Goods if it determines the Goods arenonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right,
effective upon written notice to Seller, to: (a) rescind this Agreement in its entirety; (b) accept
the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of therejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly
replace the nonconforming or defective Goods and pay for all related expenses, including, but
not limited to, transportation charges for the return of the defective goods and the delivery of
replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace themwith goods from a third party and charge Seller the cost thereof and terminate this Agreement forcause pursuant to Section 17. Any inspection or other action by Buyer under this Section shallnot reduce or otherwise affect Seller's obligations under the Agreement, and Buyer shall have theright to conduct further inspections after Seller has carried out its remedial actions.
7.
Price. The price of the Goods and Services is the price stated in the Purchase
Order (the "Price"). If no price is included in the Purchase Order, the Price shall be the price set
out in Seller's published price list in force as of the date of the Purchase Order. Unless otherwise
specified in the Purchase Order, the Price includes all packaging, transportation costs to the
Delivery Point, insurance, customs duties, and fees and applicable taxes, including, but notlimited to, all sales, use or excise taxes. No increase in the Price is effective, whether due toincreased material, labor or transportation costs or otherwise, without the prior written consent of
Buyer.

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8.
Payment Terms. Seller shall issue an invoice to Buyer on or any time after thecompletion of delivery and only in accordance with these Terms. Buyer shall pay all properly
invoiced amounts due to Seller within sixty (60) days after Buyer's receipt of such invoice,except for any amounts disputed by Buyer in good faith. Without prejudice to any other right orremedy it may have, Buyer reserves the right to set off at any time any amount owing to it bySeller against any amount payable by Buyer to Seller.
9.

Seller's Obligations Regarding Services. Seller shall:(a)before the date on which the Services are to start, obtain, and at all times
during the term of this Agreement, maintain, all necessary licenses and consents andcomply with all relevant laws applicable to the provision of the Services;(b)comply with all rules, regulations and policies of Buyer, including security
procedures concerning systems and data and remote access thereto, building security
procedures, including the restriction of access by Buyer to certain areas of its premises orsystems for security reasons, and general health and safety practices and procedures;(c)maintain complete and accurate records relating to the provision of theServices under this Agreement, including records of the time spent and materials used bySeller in providing the Services in such form as Buyer shall approve. During the term of
this Agreement and for a period of two years thereafter, upon Buyer's written request,
Seller shall allow Buyer to inspect and make copies of such records and interview Seller
personnel in connection with the provision of the Services;(d)obtain Buyer's written consent, prior to entering into agreements with orotherwise engaging any person or entity, including all subcontractors and affiliates of
Seller, other than Seller's employees, to provide any Services to Buyer (each suchapproved subcontractor or other third party, a "Permitted Subcontractor"). Buyer's
approval shall not relieve Seller of its obligations under the Agreement, and Seller shallremain fully responsible for the performance of each such Permitted Subcontractor andits employees and for their compliance with all of the terms and conditions of thisAgreement as if they were Seller's own employees. Nothing contained in this Agreement
shall create any contractual relationship between Buyer and any Seller subcontractor or
supplier;(e)require each Permitted Subcontractor to be bound in writing by theconfidentiality provisions of this Agreement, and, upon Buyer's written request, to enter
into a non-disclosure or intellectual property assignment or license agreement in a form
that is reasonably satisfactory to Buyer;(f)ensure that all persons, whether employees, agents, subcontractors, oranyone acting for or on behalf of the Seller, are properly licensed, certified or accredited
as required by applicable law and are suitably skilled, experienced and qualified toperform the Services;3

(g)ensure that all of its equipment used in the provision of the Services is ingood working order and suitable for the purposes for which it is used, and conforms to all
relevant legal standards and standards specified by the Buyer; and(h)keep and maintain any Buyer equipment in its possession in good working
order and shall not dispose of or use such equipment other than in accordance with the
Buyer's written instructions or authorization.
10.
Change Orders. Buyer may at any time, by written instructions and/or drawings
issued to Seller (each a "Change Order"), order changes to the Services. Seller shall within five(5) days of receipt of a Change Order submit to Buyer a firm cost proposal for the Change Order.
If Buyer accepts such cost proposal, Seller shall proceed with the changed services subject to thecost proposal and the terms and conditions of this Agreement. Seller acknowledges that a
Change Order may or may not entitle Seller to an adjustment in the Seller's compensation or the
performance deadlines under this Agreement.
11.

Warranties.

(a)
Seller continuously warrants that: (a) it has all necessary rights to enter
into this Agreement and to perform the obligations hereunder; (b) that Goods andServices shall not misappropriate or infringe any third party’s intellectual property rights;(c) Seller’s performance under this Agreement does not violate any applicable law, rule,or regulation; (d) the Goods and Services will conform to all applicable specifications or
requirements specified by Buyer; (e) the Goods and Services shall be free of viruses orother malicious code that will degrade or infect any product, service, or any othersoftware or Buyer’s products, network, or systems; and (f) it shall comply with Buyer’s
security policies and requirements, including, but not limited to, Buyer’s Information
Security Addendum, attached hereto as Exhibit A.
(b)
Seller warrants to Buyer that for a period of one (1) year from the Delivery
Date, all Goods will:(i)be free from any defects in workmanship, material and design;(ii)

be fit for their intended purpose and operate as intended;(iii)

be merchantable; and(iv)
be free and clear of all liens, security interests or otherencumbrances.
These warranties survive any delivery, inspection, acceptance or payment
of or for the Goods by Buyer;(c)Seller warrants to Buyer that it shall perform the Services using personnelof required skill, experience and qualifications and in a professional and workmanlike
manner in accordance with generally recognized industry standards for similar services
and shall devote adequate resources to meet its obligations under this Agreement; and4(d)The warranties set forth in this Section 11 are cumulative and in addition
to any other warranty provided by law or equity. Any applicable statute of limitations
runs from the date of Buyer's discovery of the noncompliance of the Goods or Services
with the foregoing warranties. If Buyer gives Seller notice of noncompliance pursuant tothis Section, Seller shall, at its own cost and expense, promptly (i) replace or repair thedefective or nonconforming Goods and pay for all related expenses, including, but notlimited to, transportation charges for the return of the defective or nonconforming goods
to Seller and the delivery of repaired or replacement Goods to Buyer, and, if applicable,(ii) repair or re-perform the applicable Services.
12.
General Indemnification. Seller shall defend, indemnify and hold harmless Buyer,
its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders
and employees (collectively, "Indemnitees") against any and all loss, injury, death, damage,liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense,
including reasonable attorney and professional fees and costs, and the cost of enforcing any rightto indemnification hereunder and the cost of pursuing any insurance providers (collectively,"Losses") arising out of or occurring in connection with the Goods and Services purchased from
Seller or Seller's negligence, willful misconduct or breach of the Terms. Seller shall not enter
into any settlement without Buyer's or Indemnitee's prior written consent.
13.
Intellectual Property Indemnification. Seller shall, at its expense, defend,
indemnify and hold harmless Buyer and any Indemnitee against any and all Losses arising out ofor in connection with any claim that Buyer's or Indemnitee's use or possession of the Goods or
use of the Services infringes or misappropriates the patent, copyright, trade secret or otherintellectual property right of any third party. In no event shall Seller enter into any settlement
without Buyer's or Indemnitee's prior written consent.
14.
Limitation of Liability. Nothing in this Agreement shall exclude or limit (a)Seller's liability under Sections 12, 13, and 19 hereof, or (b) Seller's liability for fraud, personal
injury or death caused by its negligence or willful misconduct.
15.
Insurance. During the term of this Agreement and for a period of one (1) year
thereafter, Seller shall, at its own expense, maintain and carry insurance in full force and effectwhich includes, but is not limited to, commercial general liability (including product liability)and professional liability (as applicable to Services) in a sum no less than $1,000,000 per
occurrence with financially sound and reputable insurers. Upon Buyer's request, Seller shallprovide Buyer with a certificate of insurance from Seller's insurer evidencing the insurance
coverage specified in these Terms. Except where prohibited by law, Seller shall require its
insurer to waive all rights of subrogation against Buyer’s insurers and Buyer.
16.
Compliance with Law. Seller shall comply with all applicable laws, regulations
and ordinances including, but not limited to, privacy (including the GDPR), data security, anticorruption (including the Foreign Corrupt Practices Act and the OECD Anti-Bribery
Convention). Seller shall maintain in effect all the licenses, permissions, authorizations, consents
and permits that it needs to carry out its obligations under this Agreement. Seller shall comply
with all export and import laws of all countries involved in the sale of the Goods under thisAgreement or any resale of the Goods by Seller. Seller assumes all responsibility for shipments

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of Goods requiring any government import clearance. Buyer may terminate this Agreement if
any governmental authority imposes antidumping or countervailing duties or any other penalties
on Goods.
17.
Termination. In addition to any remedies that may be provided under these Terms,
Buyer may terminate this Agreement with immediate effect upon written notice to the Seller,
either before or after the acceptance of the Goods or the Seller's delivery of the Services. If theSeller becomes insolvent, files a petition for bankruptcy or commences or has commenced
against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the
benefit of creditors, then the Buyer may terminate this Agreement upon written notice to Seller.
If Buyer terminates the Agreement for any reason, Seller's sole and exclusive remedy is payment
for the Goods received and accepted and Services accepted by Buyer prior to the termination.
18.
Waiver. No waiver by Buyer of any of the provisions of this Agreement iseffective unless explicitly set forth in writing and signed by Buyer. No failure to exercise, ordelay in exercising, any right, remedy, power or privilege arising from this Agreement operates,or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy,
power or privilege hereunder precludes any other or further exercise thereof or the exercise of
any other right, remedy, power or privilege.
19.
Confidential Information. All confidential or proprietary information of Buyer,
including but not limited to, specifications, samples, patterns, designs, plans, drawings,
documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed byBuyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic or otherform or media, and whether or not marked, designated or otherwise identified as "confidential"
in connection with this Agreement is confidential, solely for the purpose of performing thisAgreement and may not be disclosed or copied unless authorized in advance by Buyer in writing.
Upon Buyer's request, Seller shall promptly return all documents and other materials received
from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This
Section does not apply to information that is: (a) in the public domain; (b) known to Seller at thetime of disclosure; or (c) rightfully obtained by Seller on a non-confidential basis from a third
party.
20.
Intellectual Property. All intellectual property rights, including copyrights,
patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks,
trade secrets, know-how and other confidential information, trade dress, trade names, logos,
corporate names and domain names, together with all of the goodwill associated therewith,
derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all
Goods, documents, work product, and other materials that are delivered to Buyer under thisAgreement or prepared by or on behalf of the Seller in the course of performing the Services(collectively, the “Deliverables") shall be owned by Buyer. In furtherance of the foregoing,
Seller acknowledges that the Services and Deliverables are “works for hire” and/or all
Intellectual Property Rights to the Deliverables shall be assigned by Seller to Buyer. Seller
agrees to assign, convey, transfer and grant, and hereby assigns, conveys, transfers and grants to
Buyer, all of Seller’s right, title, and interest in and to the Deliverables, including but not limited
to all Intellectual Property Rights therein, and agrees to cooperate with Buyer in the execution of
appropriate instruments assigning and evidencing such ownership rights. The Buyer shall have6the unrestricted authority to publish, disclose, distribute, copy, make, have made, offer to sell,
sell, distribute, have distributed, export, import, and use the Deliverables as it deems appropriate.
Seller may not use the Deliverables for any purpose other than for Buyer.
21.
Force Majeure. Neither party shall be liable to the other for any delay or failure in
performing its obligations under this Agreement to the extent that such delay or failure is causedby an event or circumstance that is beyond the reasonable control of that party, without suchparty's fault or negligence, and which by its nature could not have been foreseen by such partyor, if it could have been foreseen, was unavoidable ("Force Majeure Event"). Force Majeure
Events include acts of God or the public enemy, government restrictions, floods, fire,
earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, and embargoes.
Seller's economic hardship or changes in market conditions are not considered Force Majeure
Events. Seller shall use all diligent efforts to end the failure or delay of its performance, ensurethat the effects of any Force Majeure Event are minimized and resume performance under thisAgreement. If a Force Majeure Event prevents Seller from carrying out its obligations under thisAgreement for a continuous period of more than thirty (30) days, Buyer may terminate thisAgreement immediately by giving written notice to Seller.
22.
Assignment. Seller shall not assign, transfer, delegate or subcontract any of its
rights or obligations under this Agreement without the prior written consent of Buyer. Any
purported assignment or delegation in violation of this Section shall be null and void. No
assignment or delegation shall relieve the Seller of any of its obligations hereunder. Buyer may
at any time assign or transfer any or all of its rights or obligations under this Agreement.
23.
Relationship of the Parties. The relationship between the parties is that ofindependent contractors. Nothing contained in this Agreement shall be construed as creating any
agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary
relationship between the parties, and neither party shall have authority to contract for or bind theother party in any manner whatsoever.
24.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties
hereto and their respective successors and permitted assigns and nothing herein, express or
implied, is intended to or shall confer upon any other person or entity any legal or equitableright, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
25.
Governing Law. All matters arising out of or relating to this Agreement aregoverned by and construed in accordance with the laws of the State of North Carolina without
giving effect to any choice or conflict of law provision or rule (whether of the State of North
Carolina or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than those of the State of North Carolina. The United Nations Convention on
Contracts for the International Sale of Goods is expressly disclaimed with respect to thisAgreement and the transactions contemplated hereby.
26.
Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or
relating to this Agreement shall be instituted in the federal courts of the United States of Americaor the courts of the State of North Carolina in each case located in the City of Charlotte and7County of Mecklenburg, and each party irrevocably submits to the exclusive jurisdiction of suchcourts in any such suit, action or proceeding.
27.
Notices. All notices, requests, consents, claims, demands, waivers and othercommunications hereunder (each, a "Notice") shall be in writing and addressed to the parties at
the addresses set forth on the face of the Purchase Order or to such other address that may bedesignated by the receiving party in writing. All Notices shall be delivered by personal delivery,
nationally recognized overnight courier (with all fees pre-paid) or certified or registered mail (ineach case, return receipt requested, postage prepaid). Except as otherwise provided in thisAgreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party
giving the Notice has complied with the requirements of this Section.
28.
Severability. If any term or provision of this Agreement is invalid, illegal or
unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affectany other term or provision of this Agreement or invalidate or render unenforceable such term orprovision in any other jurisdiction.
29.
Survival. Provisions of these Terms which by their nature should apply beyond
their terms will remain in force after any termination or expiration of this Agreement including,but not limited to, the following provisions: Insurance, Indemnification, Compliance with Laws,
Confidential Information, Governing Law, Submission to Jurisdiction, and Survival.
30.
Amendment and Modification. These Terms may only be amended or modified ina writing stating specifically that it amends these Terms and is signed by an authorized
representative of each party.

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EXHIBIT A
INFORMATION SECURITY ADDENDUM
This Information Security Addendum (“Addendum”) sets forth the Parties’ mutual understanding
relating to the privacy and security of Buyer Confidential Information and Buyer Systems.
1. Definitions. All terms used in this Addendum shall have the meaning specified in theAgreement unless otherwise defined herein. For the purposes of this Addendum, thefollowing terms are defined as follows:a. Buyer Confidential Information: All (i) information received by Seller from Buyer ora Buyer affiliate, or collected or generated directly by Seller on Buyer’s behalf inconnection with the Services, that should reasonably be considered confidential under
the circumstances, notwithstanding whether it was identified as such at the time of
disclosure; (ii) all information identified as confidential to which Seller has access inconnection with the subject matter of the Agreement, whether before or after the
Effective Date of the Agreement; and (iii) the Agreement, and shall include, without
limitation, (A) all trade secrets, (B) existing or contemplated products, services,
designs, technology, processes, technical data, engineering, techniques,
methodologies and concepts and any information related thereto, (C) information
relating to business plans, sales or marketing methods and customer lists or
requirements, and (D) identifying, relating to, describing, capable of being associatedwith or that could be linked, directly or indirectly, with particular persons orhouseholds, including but not limited to information derived from such informationthat is used to create inferences regarding or profiles of such persons or households(“Personal Information”).
b. Buyer System: Any physical or technical system owned, leased, licensed or operated
by Buyer or its affiliates, whether on premises or hosted by a third-party, which
processes Buyer Confidential Information and is accessed by Seller in the course of
performing the Services.
c. Services: Services provided by Seller to Buyer in accordance with the Agreement.
d. Data Incident: A breach of Seller’s Information Security Program leading to theaccidental or unlawful or unauthorized destruction, loss, alteration, disclosure of, oraccess to, Buyer Confidential Information.
2. Compliance with Laws. In addition to any other obligations in the Agreement, during theterm of the Agreement, Seller will comply, at its own cost and expense, with current and newlaws, regulations, governmental requirements and industry standards relating to Seller’s
processing of Buyer Confidential Information (collectively, “Laws”). Should a disagreementarise as to the interpretation of any requirement of the Laws, Buyer’s interpretation shallgovern. If Seller is unable to comply with any new Law, Buyer may, in its sole discretion,suspend or terminate the Agreement upon notice to Seller.

93. Information Security Program. Seller agrees to establish and maintain, in writing, aninformation security and privacy program consistent with this Addendum and applicable
Laws (“Information Security Program”). The Information Security Program shall include
appropriate physical, technical and administrative safeguards, including any safeguards andcontrols agreed by the Parties in writing, sufficient to protect Buyer Systems and Buyer
Confidential Information from unauthorized or unlawful destruction, loss, alteration,
disclosure or access.
The Information Security Program shall follow NIST Cybersecurity Framework (CSF), NIST
SP:800-53, ISO 27002, PCI-DSS (if applicable to Seller’s processing activities) or
substantially similar standards applicable to Seller’s industry.
4. Security Certification. Buyer may require that Seller maintain a certification or third-party
assessment of compliance with the security standards identified in Section 3 of thisAddendum provided by a qualified third party reasonably acceptable to Buyer. Suchcertifications shall be provided to Buyer upon request.
5. Restriction of Use of Buyer Confidential Information. Seller shall not collect, retain, use,
access, rent, sell, disclose, reconfigure, de-identify, re-identify or aggregate Buyer
Confidential Information for any purpose other than to provide the Services as set forth in
this Agreement, or use Buyer Confidential Information to create any derivative work or
product for the benefit of Seller or any other party without Buyer’s express, written
authorization. Any unauthorized use of Buyer Confidential Information shall constitute amaterial breach of the Agreement and, as a result, Buyer may, in its sole discretion,
immediately suspend or terminate Seller’s access to Buyer Confidential Information andBuyer Systems.
6. Audit. To monitor Seller’s compliance with the Agreement, Buyer may, in its discretion,
periodically inspect and audit Seller’s compliance with the Agreement, including its
Information Security Program and any facilities or systems used by Seller to provide theServices. Such inspections and audits may, at Buyer’s option, be conducted on-site by Buyer
personnel or Buyer’s contracted third party assessors, or through surveys and interviews.
Onsite inspections and audits will be conducted during Seller’s ordinary office hours upon
reasonable prior written notice by Buyer and shall be subject to Seller’s reasonable security
restrictions (e.g., sign-in requirements, badge requirements, escort requirements). Buyer’s
third-party assessors will be required to agree to confidentiality terms reasonably acceptable
to Seller. Inspections and audits shall be performed no more than once annually, provided
that Buyer may conduct additional inspections and audits if, in Buyer’s reasonable judgment,
Seller is in material breach of the Agreement or this Addendum, if Buyer provides reasonable
documentation to Seller supporting concerns of Seller’s non-compliance with the Agreement,a specific security risk, or in the event of a Data Incident.
7. Breach Notification and Investigation. Seller shall notify Buyer’s Security Team by email(security@invue.com) within twenty-four (24) hours of any Data Incident, followed within
forty-eight (48) hours of the Data Incident by a written notice directed to Buyer’s GeneralCounsel at 9201 Baybrook Lane, Charlotte, NC 28277. The written notice shall summarize,in reasonable detail, the nature and scope of the Data Incident (including a description of all

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impacted Buyer Confidential Information and Buyer Systems) and the corrective action
already taken or planned by Seller. The notice shall be timely supplemented to the level ofdetail reasonably requested by Buyer, inclusive of relevant investigative or forensic reports.
Seller shall promptly, at its own cost and expense, take all reasonable and necessary actions
to end the Data Incident, mitigate its impact and prevent recurrence. Seller shall cooperatewith Buyer in the investigation of the Data Incident and shall promptly respond to Buyer’s
reasonable inquiries about the Data Incident. In the event of a Data Incident, Buyer may, in
its sole discretion, immediately suspend or terminate Seller’s access to Buyer Confidential
Information and Buyer Systems.
Seller will not inform any third party of a Data Incident without first obtaining Buyer’s priorwritten consent, unless and to the extent that Seller is otherwise required to provide notice bylaw. The Parties shall collaborate on whether to provide notice of the Data Incident to any
person, governmental entity, the media, or other party and the content of any such notice.
Buyer will make the final determination as to whether notice will be provided and to whom,
the content of the notice, and which Party will be the signatory to the notice. Seller shallpromptly notify Buyer of any investigations of its information use, privacy or information
security practices or a Data Incident by a governmental, regulatory or self-regulatory body.
8. Data Subject Rights. To the extent that Laws require Buyer to comply with requests fromindividuals to access, delete, modify, or restrict the processing of their Personal Information,
Seller agrees to promptly notify Buyer of any such requests directed to Seller and, no morethan thirty (30) days from Seller’s receipt of Buyer’s written instruction, provide any
assistance that Buyer reasonably deems necessary to fulfill such requests with regards toServices provided under the Agreement at Seller’s own cost and expense. Seller shall certify,
in writing, its compliance with such instructions. If a consumer or other data subject
exercises a legal right to opt out of the sale of their Personal Information by Buyer to Seller,
Buyer shall not be required to provide such Personal Information to Seller, notwithstanding
any other provision of the Agreement. To the extent Seller directly interacts with Buyer
customers, employees, contractors, service providers, or other individuals while acting on
behalf of Buyer, Seller agrees to provide Buyer with any assistance Buyer reasonably deems
necessary to fulfill applicable legal obligations to provide such individuals with notice ofdata processing activities.
9. Subcontractors. Seller shall contractually require any and all providers, contractors or otheragents of Seller engaged to perform the Services to comply with the terms of this Addendum
and all Laws. Seller shall make commercially reasonable efforts to monitor and enforce suchcontractual requirements and shall be responsible to Buyer for all acts or omissions of its
subcontractors and agents with respect to their access to and use of Buyer Confidential
Information and Client Systems.
10. Cross-border Transfers. Buyer Confidential Information may not be transferred, stored, orprocessed outside the country in which Seller receives it without prior written approval from
Buyer, inclusive of transfers to subcontractors or agents. Seller shall cooperate with Buyer incomplying with all Laws regulating the cross-border transfer of information, and the Parties

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shall negotiate, in good faith, such additional agreements, terms and conditions as may berequired by such Laws to effectuate such transfers.
11. Deletion of Data. At Buyer’s direction at any time, and in any event upon termination or
expiration of this Agreement, Seller will, and will cause its representatives to, immediately
cease use of the Buyer Confidential Information and return the same to Buyer and thendestroy any and all residual copies of Buyer Confidential Information (in whole or part),
whether in hard copy or electronic format. Seller will ensure that Buyer Confidential
Information is destroyed securely and in accordance with applicable law. As requested, Seller
will certify its compliance with these procedures.
Notwithstanding the foregoing, Seller will be permitted to retain: (i) Buyer Confidential
Information for a longer period if such retention is strictly necessary to meet Seller’s legal
compliance obligations, and (ii) Buyer Confidential Information in backup media. Retention
of Buyer Confidential Information pursuant to (i) and (ii) shall be pursuant to Seller’s fully
implemented and documented records management program, provided that such retention
shall not be indefinite and shall not exceed industry standards. In addition, Buyer
Confidential Information so retained shall not be used for any other purpose and such Buyer
Confidential Information shall be otherwise maintained in accordance with this Addendum.
12. Indemnification. No limitation of liability provisions, if any, in the Agreement (or any otheragreement between the parties) shall apply to any breach of this Addendum by Seller.
Notwithstanding anything in the Agreement to the contrary, Seller shall indemnify, holdharmless and defend Buyer (including its affiliates) from all suits, claims, demands,
proceedings and other actions brought by a third party, and pay all expenses and costs(including but not limited to, assessments, fines, losses, penalties, settlements, costs ofinvestigating and responding to any Data Incident, costs of notifying and providing affectedindividuals with at least one year of credit monitoring and fraud prevention services, andattorneys’ fees, including attorneys’ fees incurred in enforcing this indemnification
provision), arising out of or related to Seller’s misuse of Buyer Confidential Information, any
Data Incident or any breach by Seller of this Addendum.
13. Information Security-Related Suspension Rights. In addition to any other rights under the
Agreement, Buyer shall have the right to suspend or terminate Seller’s performance ofServices under the Agreement immediately if Seller materially breaches any provision of thisAddendum.
14. Statement of Compliance. Seller shall provide Buyer with prompt written notice if at any
time it is not in full compliance with all of the requirements of this Addendum. Seller shallcertify compliance with this Addendum from time to time or as may be reasonably requested
by Buyer.
15. Survival; Severability. This Addendum shall survive termination of the Agreement. The
invalidity or unenforceability of a portion of this Addendum shall not affect the validity or
enforceability of the remainder hereof.

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