STANDARD TERMS AND CONDITIONS FOR THE PURCHASE OF SERVICES
Rev. May 2024
1.

CONTRACT AND ACCEPTANCE. These Standard Terms and Conditions for Services (“T&Cs”), and the writtenpurchase order that accompanies, attaches, or incorporates them (the “Purchase Order” and, together with the
T&Cs, the “Contract”), constitute the sole and exclusive terms on which the Company agrees to be bound. The
term “Company” includes Howmet Aerospace Inc. or any of its affiliates or subsidiaries which execute a
Purchase Order. The term “Supplier” denotes the party to the Contract who is to supply the Services toCompany. In exchange for Supplier's compensation listed on the Purchase Order, Supplier agrees to performthe services referenced in the Purchase Order, which are referred to in this document as “Services”. Company's
offer shall be deemed accepted by Supplier and the Contract will become legally enforceable on the earlier ofdelivery of a signed acknowledgment, commencement of performance or delivery according to schedule of allor any portion of the Services covered under the Contract, by Supplier. Any acceptance of the Contract is limited
to acceptance of the express terms of the offer contained herein. Any unconditional payment or otherperformance of any contract by the Company shall not constitute consent to the application of any terms andconditions not prescribed in the Contract. By executing the Contract, Supplier hereby confirms that it has
carefully reviewed the Contract in detail and fully understands the rights, obligations, and disclaimers of bothparties provided in all the provisions in the Contract, in particular those regarding responsibilities, risks,
intellectual property, indemnifications, and insurance. Except as otherwise expressly set forth in this Contract,
Company will have no obligation to purchase any specific quantity of Services from Supplier and Company will
be entitled, in its sole discretion, to purchase the same or similar Services from other suppliers.

2.

TIME FOR PERFORMANCE. The Services shall be performed in strict conformity with the dates and schedules
referenced in the Purchase Order. Time is of the essence for Supplier's performance of the Services. Company
shall have the right to claim liquidated damages at the rate set out in the Purchase Order as well as to claim
damages for any additional costs, loss or expenses incurred by Company which are in any way attributable toSupplier's failure to meet such dates.

3.

SUPPLIER'S COMPENSATION. Supplier will promptly submit to Company correct and complete invoices,supporting documentation, and all other information reasonably required by Company in connection with theperformance of Services. Invoices referencing Company's Purchase Order number shall be issued by Supplierwith the invoice showing only the costs/expenditures that are included in the Purchase Order plus VAT andsales and use tax or substitutes thereof at the prevailing rate, and shall be accompanied with corresponding
formal tax invoices, if requested by Company according to applicable tax law. Company may withhold payment
until all such documents are received and verified. All invoices including items not listed in the Purchase Orderand invoices not following the Howmet Invoicing Requirements (as notified to Supplier from time to time) may
result in the return of the invoice and delay in payment. Payments arriving at Supplier's bank account after thedue date as a result of this will not be considered as late payments. All invoices for Services that, in Company's
judgment, strictly conform to the requirements of the Contract, will be paid in accordance with the payment
term stipulated on the Purchase Order. Company reserves the right to pay, in its sole discretion, according toeither the payment terms of the Contract or any alternate payment terms indicated on the Supplier’s invoice.
Any cash discounts will be based on the full amount of the invoice, less freight charges and taxes if itemised
separately on the invoice. Delay in receiving valid invoices of Services will be considered good cause forwithholding payment without losing cash discount privileges. If the production or delivery of Services coveredby the Contract gives rise to mechanics' or other similar liens or other security interests, payment will not be
due and the cash discount period will not commence until Supplier has obtained and delivered to Company acomplete release and discharge of all liens or other security interests arising out of the production or deliveryof Services or receipt in full covering all labor and materials for which a lien or other security interest could be
filed or a bond satisfactory to Company indemnifying it against any lien and any costs and expenses associatedtherewith. Company will have the right, at any time, to set off and apply against any monetary obligations that
Company owes to Supplier or any of its parents, subsidiaries or affiliates, and the right to set off any obligations
and/or liabilities that Supplier, or any of its parents, subsidiaries or affiliates, may owe to Company.

4.

PRICE. Supplier warrants that the prices set forth in the Contract are complete and that no additional chargeof any type will be added without Company's prior express written consent.

5.

WARRANTIES FOR SERVICES. In addition to any guarantees and warranties required by law, the Supplier
warrants the following: (i) Supplier shall use its best efforts to perform the Services and, at a minimum, Suppliershall perform the Services with all due care and skill and in conformity with the highest standards of the industry
practiced by reputable contracting firms performing work of a similar nature at the time and place the Services
are provided (conforming at all times with the terms implied by any applicable laws and to meet or exceed any
service levels specified in the Contract); (ii) Supplier shall comply with all applicable laws, standards andregulations, whether governmental or industrial, in effect at the time the Services are provided; (iii) prior toperforming any Services, Supplier will obtain any permits or licenses, and take all other actions required, tocomply with all applicable laws, standards and regulations, whether governmental or industrial, in effect at thetime the Services are provided; (iv) the Services will not violate or in any way infringe upon the rights of third
parties; and (v) Supplier is not subject to and will not enter into any agreements or arrangements which hinder
compliance with the provisions of the Contract. Supplier warrants that all of its employees and subsuppliers, and all other persons or entities acting on its behalf in the performance of this Contract,shall agree to and abide by the warranties set forth herein.

6.

LIENS. Supplier guarantees that no lien, encumbrance or security interest will be filed by Supplier or anyone
acting on behalf of, or claiming under or through Supplier, against Company, Company's property, or theServices furnished under the Contract.

7.

SAFETY. Supplier will provide all safeguards and precautions necessary, including those required by law, in
connection with the provision of Services to prevent the occurrence of any accident, injury, death, loss, or
damage to any person or property, and Supplier will be solely responsible for any such occurrences. Supplier
warrants that all Services delivered hereunder will be in compliance with all Company requirements concerning
safety, performance, and otherwise, including, without limitation, any work or services related thereto
performed on premises controlled by Company. Supplier agrees to immediately notify Company of any actualor possible safety or quality problems attributable to the Services delivered hereunder.

8.

COMPANY'S PROPERTY AND PARTS. All property of any kind supplied to Supplier or paid for by Company or forwhich Supplier has been or will be reimbursed by Company, will be and remain Company's property, andSupplier will maintain such property in good condition and repair. Company’s property will not be used by
Supplier for any purpose other than the performance of this Contract, will not be commingled with theproperty of Supplier or with that of a third party and will not be moved from Supplier's premises oraltered, without Company’s prior written consent. All Company property, while in Supplier's custody orcontrol, will be held at Supplier's risk, free of all liens, encumbrances, or security interests of Supplier or third
parties, and will be kept insured by Supplier at Supplier's expense in an amount equal to replacement cost withloss payable to Company. All property of Company is subject to removal by Company at any time, and to return
upon Company's request. Supplier assumes all risk of death or injury to persons or damage to property arisingfrom or related to use of Company's property while such property is in the custody or control of Supplier.
Company does not guarantee the performance of any Company property or the suitability of any property
furnished by it for any particular work. Supplier assumes sole responsibility for inspecting, testing, andapproving all of Company's property supplied by Company prior to any use by Supplier. The Supplier is obliged
to inform the Company immediately if third parties attempt to gain control of its property, for example (but notlimited to) the event of enforcement measures.

9.

SUPPLIER EQUIPMENT. Supplier shall perform the Contract by using its own tools and equipment (including
those for individual protection), unless otherwise agreed in the Purchase Order, and shall be responsible forsuch equipment and tools whilst on Company premises. Company shall in no event be held liable for any
damages, theft, or fires involving the property and assets of Supplier introduced into the property andappurtenances of Company. Upon completion of the performance of the Contract or its termination, Suppliershall leave the premises in a tidy state, in proper condition, and remove all its tools.

10. REJECTION AND REVOCATION OF ACCEPTANCE. Company shall not be bound to reimburse Supplier for any
Services that fail to conform to Supplier's obligations under the Contract. Company has the right, before
payment, acceptance, or delivery of Services under the Contract, to inspect the Services at any reasonable timeand in any reasonable manner. Neither the inspection, testing, payment, or auditing of any Services, nor the
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failure to do so, before delivery to Company constitute acceptance of any Services, or relieve Supplier fromexclusive responsibility for furnishing Services or related goods in strict conformance with Company's
specification and instructions. If the Services fail in any respect to conform to the Contract, Company may (i)reject the whole; (ii) accept the whole; or (iii) accept any commercial unit or units and reject the rest. Supplier
agrees that any notification of nonconformity by Company, in whatever form, suffices to inform Supplier of theCompany’s rejection of the Services for the purpose of this clause and that Supplier will be responsible for any
losses resulting from the nonconformity. Company shall have the right to claim damages for breach of contract
as well as to the agreed liquidated damages set out in the Purchase Order. In an appropriate case, Company
may revoke its acceptance of Services. Supplier agrees that Company's acceptance of the Services is reasonably
induced by Supplier's assurances of their quality and conformity to the terms of the Contract.
11. AUDITS AND INSPECTIONS. Company has the right to examine and audit, during normal business hours andupon reasonable notice, any and all records, data, invoices, and documents that may contain information
relating to Supplier's obligations under the Contract. Such records will be kept by Supplier for a period of atleast seven (7) years after the expiration, cancellation or termination of the Contract, or for such longer periods
as may be required by law. In addition, Supplier agrees to provide reasonable assistance for such audits,
inspections, and tests.
12. TAXES. Supplier will bear and pay all applicable taxes which are based on or measured by net income, grossincome, or gross receipts including any withholding taxes, surcharges, or stamp duty levied against Supplier forthe privilege of contracting or doing business in a jurisdiction. If Supplier is required by law to collect VAT or
sales and use tax (including any gross receipts tax imposed similar to VAT or a sales and use tax) from Company
on behalf of any taxing jurisdiction, Supplier will provide to Company invoices which separately state and clearly
indicate the amount of tax and Company will remit any such tax to Supplier. Supplier will have the responsibilityof complying with all applicable foreign, national, state, or local laws regarding value added tax and sales anduse tax or substitutes therefor including registration, collection of taxes, and the filing of returns whereapplicable. Notwithstanding whether Supplier must collect VAT or sales and use tax from Company, Supplier
will state on every invoice the taxing jurisdiction (e.g. country, state, and local jurisdiction) in which Services were
provided. If applicable, in lieu of payment for any VAT or sales and use tax, Supplier will accept a properly
executed exemption or direct pay certificate from Company. The determination of whether an exemption or
direct pay certificate will be submitted to Supplier in lieu of payment for any VAT or sales and use tax will bemade by Company on a location-by-location basis, and Supplier shall provide all necessary assistance andsupport to Company for the purpose of securing such exemption or direct pay certificate to the extent
reasonably required by Company according to applicable law. With the exception of VAT or sales and use tax
as described above, all other taxes, however denominated or measured, imposed upon Supplier, or the value,
price, or compensation under the Contract, or upon the Services provided hereunder, will be the responsibility
and liability of Supplier.
13. CONFIDENTIALITY. During the term of the Contract and for five (5) years after its cancellation, termination, or
expiration, Supplier shall not make use of Company's Confidential Information (as defined herein) for purposes
other than the fulfillment of the obligations under the Contract, or disclose to any person or entity, other thanthose of its employees who have a need to know, any Confidential Information, whether written or oral, which
Supplier obtains from Company or otherwise discovers in the performance of the Contract. “Confidential
Information”, as used in the Contract, will mean all information relating to Company's business which is not
generally available to the public. For the avoidance of doubt, Personal Information (as defined herein) is
Confidential Information. Confidential Information includes all applicable information that Supplier possesses
that predates the Contract. The foregoing provisions of this Section shall not apply to any information that is:(i) rightfully known to Supplier prior to disclosure by Company; (ii) rightfully obtained by Supplier from any third
party; (iii) made available by Company to the public without restrictions; (iv) disclosed by Supplier with priorwritten permission of Company; (v) independently developed or learned by Supplier through legitimate means;(vi) disclosed by Company to a third party without a duty of confidentiality on the third party; or (vii) disclosed
pursuant to any applicable laws, regulations, or order of a court of competent jurisdiction. Company expressly
reserves the right to disclose any of the terms of the Contract or any information relating to the Services,
including, without limitation, pricing, to third parties where such disclosure is in the legitimate interests of theCompany. Supplier will provide reasonable prior written notice to Company if it is required to disclose
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any of Company’s Confidential Information under operation of law and disclose only the Confidential
Information that Supplier is legally required to disclose. Supplier will immediately notify Company of any
disclosure of any Confidential Information that is not permitted by this Contract and will be
responsible for the disclosure or other misuse of Confidential Information. Company makes norepresentation or warranty of any kind, express or implied, with respect to any Confidential
Information. Company may, in its sole discretion, elect at any time, by written notice to Supplier, toterminate Supplier’s further use of Confidential Information. Upon such election or the expiration or
termination of this Contract, Supplier shall immediately return to Company all Confidential Informationand copies thereof and erase any digitally held Confidential Information. Expiration or termination ofthis Contract will not affect Supplier's continuing obligations in this Section.
14. LIMITATION ON USE OF PAYMENT. Supplier shall not offer or use, directly or indirectly, any money, property, or
anything of value received by Supplier under or pursuant to the Contract to corruptly or unlawfully influence
any decision, judgment, action, or inaction of any individual or entity, in connection with or relating to the subject
matter of the Contract or any supplement or amendment hereto. No payment shall be made nor shall any
transaction be entered into in connection with the Contract that is illegal, improper, or intended to corruptly or
unlawfully influence any individual or entity. Without limiting the generality of the preceding, no payments ortransfers of value shall be made that have the purpose or effect of public or commercial bribery, or acceptanceof or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any
other benefit. If Supplier breaches the terms of this provision, Company may immediately terminate theContract without any liability.
15. PRE-EXISTING INTELLECTUAL PROPERTY. Each party and its licensors are, and shall remain, the soleand exclusive owners of all right, title, and interest in and to the Pre-Existing Materials (as defined herein),including all Intellectual Property Rights (as defined herein) therein. Supplier shall have no right or license touse any of Company’s Pre-Existing Materials except solely during the term of this Contract and to the extent
necessary to provide the Services or Goods to Company. All other rights in and to the Company’s Pre-Existing
Materials are expressly reserved by Company. “Pre-Existing Materials” means the pre-existing materials
specified in the Contract, data, know-how, methodologies, software, products and other materials provided by
one party to the other party in connection with this Contract. “Intellectual Property Rights” means all: (i) patents,
patent disclosures, and inventions (whether patentable or not); (ii) trademarks, service marks, trade dress, trade
names, logos, corporate names, and domain names, together with all of the goodwill associated therewith; (iii)
copyrights and copyrightable works (including computer programs), mask works and rights in data anddatabases; (iv) trade secrets, know-how and other confidential information; and (v) all other intellectual property
rights, in each case whether registered or unregistered and including all applications for, and renewals or
extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
16. CONTRACT DEVELOPMENTS. Supplier will promptly disclose to Company all data, information, discoveries,
inventions, and improvements, whether or not patentable or copyrightable, including any and all modifications
to Company's specifications or any process related to any goods (regardless as to whether Company specificallyrequested such modification(s)), expressions of computer programs, manuals, databases, and all forms ofcomputer hardware, firmware, and software, conceived, made, first reduced to practice, or developed by
Supplier arising out of the performance of Services, all referred to in this Contract as “Contract Developments”.
All Contract Developments, including works, mask works, or other semi-conductor topography rights, works ofauthorship, drawings, labels, photographs, video and sound recordings, art, and software (source code andobject code) (whether or not copyrightable), patents, trade secrets, trademarks, copyrights, moral rights, rights
of publicity, or other proprietary or intellectual property right, will be the sole and exclusive property ofCompany in respect to any and all countries and their territories and possessions. Supplier hereby assigns toCompany all rights and future rights in such Contract Developments. Company shall have complete andunrestricted right to use all Contract Developments prepared by Supplier and its sub-suppliers in connection
with the performance of Services. To the extent any local law prohibits the assignment of such Contract
Developments by Supplier to Company, Supplier hereby grants to Company a worldwide, exclusive (even as toSupplier), permanent, royalty-free, fully paid-up license with a right to sublicense to others, to make, to have
made, to use, to have used, to sell, to have sold, to import, and to have imported such Contact Developments.
To the extent under applicable law that such work may not be deemed a “work made for hire,” Supplier
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expressly assigns and agrees to assign to Company all right, title, and interest in and to Supplier's copyright or
copyrightable material for such work. Supplier will execute and deliver to Company such instruments of transfer
and take other such action that Company may reasonably request, including, without limitation, suchassignments and other documents required to vest in Company the entire right, title, and interest in and to any
copyright associated with such Contract Developments. All Contract Developments may be used by Company
for any purpose, without additional compensation to be paid to Supplier. Supplier will perform, at the requestof Company, all lawful acts and execute, acknowledge, and deliver all instruments, including assignments,
deemed necessary, useful, or appropriate by Company to vest in Company the entire right, title, and interest inand to such Contract Developments and obtain and record title to such Contract Developments and to enable
Company to prepare, file, and prosecute applications for and obtain patents, copyrights, and other forms ofindustrial property protection on such Contract Developments, as well as continuations, divisions,continuations-in-part, additions, reissues, renewals, and extensions of such Contract Developments, as
Company at any time deems useful or desirable to preserve such interests in any and all countries selected byCompany, and to obtain and record title to patents, copyrights, and other forms of industrial property
protection and applications for such Contract Developments, so that Company will be the sole and absolute
owner of the Contract Developments in any and all countries in which Company may desire such protection.
As used in this Contract, “industrial property” includes patents and copyrights, as well as any other form ofindustrial or intellectual property protection which is presently available or applicable, or which may become
available or applicable, to Contract Developments, including developments in expressions of data andcomputer software. Any reasonable, documented, out-of-pocket additional costs to Supplier required to satisfy
the obligations of this Section will be reimbursed by Company. Supplier hereby warrants that: (i) each Contract
Development was developed through Supplier's sole and original efforts and does not infringe the intellectual
property or privacy rights of any person; and (ii) Supplier has no other arrangement that would interfere withassigning all of its interest in the Contract Development to Company.
17. INDEMNIFICATION. Supplier shall indemnify, defend, and hold harmless Company, its directors, officers,
employees, agents, representatives, successors, assigns, and customers (“Indemnitees”) from and against all
liabilities, expenses, suits, claims, actions, demands, judgments, settlements, costs, losses, fines, and penalties,
including, without limitation, legal fees, costs, and expenses of litigation determined on a full indemnity basis(“Losses”), that are suffered or incurred by an Indemnitee arising out of, related to, or in connection with: (i) the
Services or any defective Services; (ii) the performance of the Contract; (iii) any infringement or alleged
infringement of any third party intellectual property rights suffered by Company as a result of Company's
possession, use, and/or exploitation of any of the Services and/or Contract Developments; or (iv) breach of anyof the provisions of the Contract, including where such Losses are caused in whole or in part by any negligenceor any act or omission of Supplier, its directors, officers, employees, sub-suppliers, agents, representatives,
successors, or assigns, and regardless of whether or not such negligence or acts or omissions were caused inpart by the Indemnitees. All such obligations of Supplier to indemnify, defend, and hold harmless
Company are in addition to Supplier's warranty obligations and all other rights or remedies ofCompany and will survive acceptance and use of, and payment for, the goods or Services, andexpiration, termination, or cancellation of this Contract. Supplier will be responsible for and will indemnify
and keep indemnified Company for itself and/or as trustee for any subsequent supplier of the Services against
all Claims arising out of the employment or the termination of employment of any person employed orpreviously employed by Supplier. Where the indemnities in this clause refer to persons other than the
Company, the Company holds the benefit of the indemnity as principal and on trust for each of those otherpersons.
18. INSURANCE. Supplier will: (i) maintain in full force and effect throughout the term of the Contract, policies of
insurance of the types which cover the likely liabilities which may be incurred by Supplier arising out of the acts
or omissions of Supplier (or its personnel or authorised representatives) in connection with the terms of theContract or which are otherwise required by law, on the terms and in the amounts commensurate with its
business and risks associated therewith (“Insurance”); (ii) to the extent permitted by law, waive rights ofsubrogation and contribution against Company, including Company as an additional insured, under policies of
Insurance; (iii) if requested by Company, ensure that Company is made an additional insured on policies of
Insurance under terms of coverage customary to the risk of loss to which Company is exposed and that thelimits of Insurance to which Company is entitled as an additional insured are no less than the amount of total
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limits of Insurance applicable to Supplier under all of the policies of Insurance; (iv) ensure that the policies of
Insurance are stated to be specifically primary to any of Company's insurance policies, which policies will be, in
all respects, excess to Supplier's policies of Insurance; (v) be solely responsible for any deductibles, self-insured
retentions, or other form of self-insurance under the policies of Insurance; and (vi) upon Company's request,
timely provide written certification, reasonably acceptable to Company, certifying the material terms of thepolicies of Insurance together with evidence of payment of the last premium.
19. FORCE MAJEURE. Neither party will be in default for any delay or failure to perform its obligations under theContract if caused by an extraordinary, unforeseen, and supervening circumstance not within thecontemplation of the parties at the time of contracting and beyond the reasonable control, and without thefault or negligence, of the party affected, including, without limitation, an event which falls into one or more of
the following categories: act of God, fire, flood, storm, earthquake; war (whether declared or not), armed
conflicts, riot, civil commotion ,terrorism, acts of piracy; epidemic; nuclear, chemical or biological contamination;
explosion or malicious damage; compliance with a law or governmental order, rule, regulation, or direction, ineach case irrespective of whether the foregoing meet the criteria of force majeure under applicable governing
law ("Force Majeure Event"). In order to claim relief from its obligations in accordance with this clause, the party
affected by a Force Majeure Event must furnish prompt written notice of any delays or non-performances(including its anticipated duration) after becoming aware that it has occurred or likely will occur. If Supplier isunable to perform for any reason, Company may obtain the Services from other sources and reduce its
obligations owing to Supplier accordingly without liability to Supplier. Within three (3) business days after written
request by the other party, the non-performing party will provide adequate assurances that the nonperformance will not exceed thirty (30) days. If the non-performing party does not provide those assurances,or if the non-performance exceeds thirty (30) days, the other party may terminate the Contract by written noticegiven to the non-performing party before performance resumes.
20. CODE OF CONDUCT. Supplier acknowledges that it has access to, has read, and understands Company’s
Supplier Code of Conduct as published at https://www.howmet.com/supplier-code/, which URL or Code of
Conduct may be updated from time to time. Any such change shall not affect the applicability of the materialreferenced therein. Supplier expressly undertakes to comply with EC Regulation 1907/2006 of the European
Parliament and of the Council of 18 December 2006 concerning the Registration, Evaluation, Authorisation andRestriction of Chemicals (REACH) (or any replacement legislation) or any United Kingdom or local governing law
equivalent (where applicable). In particular, Supplier undertakes to fully register applicable substances on theirown, in preparations or in articles, as defined in said Regulation, if applicable, to the European Chemicals Agency
as established by that Regulation. If Supplier breaches this obligation, it shall indemnify and keep Company
harmless from any and all Losses which Company incurs as a consequence of that breach. In addition, in thecase of such breach, Company shall be entitled to terminate the Contract. In addition to the warranty above,
Supplier warrants that the Contract will be performed in strict compliance with all applicable laws, rules, andstandards including environmental, health, and safety regulations, and child labor and forced labor laws. If
Supplier is granted access to Company's facilities for purposes of completion of the Contract or inspection of
the Services, it will comply with Company's internal policies, including those regarding security and safety andthe use of protective clothing and apparatus. Supplier shall indemnify Company against all Losses incurred by
the Company on account of the infringement by Supplier or its representatives of any applicable law or
regulation or Company's internal policies. Supplier will, at its own expense, obtain all the necessary permits,authorisations, licenses, and certificates required to perform this Contract.
21. FORCED LABOUR. Supplier shall not, and shall ensure that its suppliers, subcontractors, and other business
partners involved in the provision of the Services or goods (“Subcontractors”) do not use any form of convict,indentured, or forced labor, including forced or indentured child labor, labour of North Korean citizens or
nationals, labour of Uyghurs in and around Xinjiang, China or any similar groups (“Forced Labour”) at any stageof the development, mining, production, manufacturing, or other process for the Services or related goods or
any of the components of the goods. Supplier shall maintain in effect a program of monitoring and auditing its
Subcontractors to ensure that they do not use Forced Labor in the development, mining, production,
manufacturing, or other process for the Services or related goods at any time, including in the production of
raw materials or component parts for the goods. If Company determines that Supplier is in violation of theterms of this Section, in addition to any other rights and remedies Company may have under this Contract or
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at law or in equity, Company shall have the right to immediately cancel the affected purchases and terminate
the Contract without any liability or further obligation to Supplier.
22. DATA PRIVACY. Supplier warrants and undertakes that Supplier's processes, services, and treatment of all
personal data that it may receive, access, and/or process on behalf of Company (and/or Company's employees,
customers, or suppliers) or otherwise in connection with the Contract (collectively, “Personal Information”)
comply with all applicable federal, state, and international laws regarding privacy or Personal Information
and any national implementing laws, regulations, and secondary legislation (as amended andcollectively, “Privacy Laws”) and that Supplier shall comply with such Privacy Laws. In particular, Supplier shallensure that any Personal Information is processed by Supplier only as needed, to the extent necessary to
perform this Contract, and in accordance with the instructions of Company and that the Supplier shall: (i)retain the Personal Information only as long as is necessary for the purpose for which such Personal
Information is processed; and (ii) take all reasonable steps to ensure that the Personal Information is protectedfrom misuse, interference, and loss, and unauthorized access, modification, and disclosure. Supplier shall nottransfer any Personal Information to any third party without the prior consent of Company. If applicable,
Supplier agrees to execute a data processing agreement with Company in a form acceptable to Company toensure ongoing privacy protection for individuals. Without limiting Supplier’s obligations under the Privacy
Laws, Supplier will notify Company immediately in writing of any: (a) actual or suspected breach of this Section;(b) complaint or request by any individual concerning Personal Information or relating to Company's obligations
under any of the Privacy Laws; or (c) actual or suspected unauthorized access, disclosure, or loss of Personal
Information. Supplier will provide full cooperation and assistance to Company regarding any such complaint,
request, or unauthorized access, disclosure, or loss. If Supplier fails to comply with this Section, the applicabledata processing agreement, or any of the Privacy Laws, Company may immediately terminate this Contract
without further liability. Supplier agrees that it will not notify any individual or body of any actual or suspected
unauthorized access, disclosure, or loss of the Company’s Personal Information without the Company’s priorwritten consent. By submitting business contact and personal information about Supplier and/or its employees
or subsuppliers to Company, Supplier consents to the collection, processing, storage, use, and transfer of that
information to/by Company and all its controlled entities, affiliates, and subsidiaries in the United States,
Europe, and elsewhere and their authorised third-party contractors or agents for the purpose of: (x) facilitating
Supplier's business relationship with Company; (y) enhancing Company's ability to contact Supplier and its
employees; and (z) enabling Company to process and track Supplier's transactions with Company throughvarious internal systems and external third parties (“Company’s Purpose”). Supplier warrants and undertakesthat it will obtain all the necessary consents from the relevant individuals and fulfil all the obligations under thePrivacy Laws before submitting any personal information to Company for Company’s processing of such
personal information as agreed in the Contract. Company shall use the information supplied solely for theCompany’s Purpose and shall store the data for as long as is necessary to be able to complete the Company’s
Purpose. When processing such personal information, Company shall comply with the Privacy Laws. If
applicable, Company agrees to execute a data processing agreement with Supplier to ensure ongoing privacy
protection for individuals. For the avoidance of doubt, the lack of data processing agreement signed by theparties means that neither party processes Personal Information on behalf of the other party.
23. INFORMATION SECURITY. Supplier must ensure that all Confidential Information is appropriately protected.
Supplier, and its representatives, agents, sub-suppliers, contractors and subcontractors, must protect
Confidential Information from unauthorized access, destruction, loss, use, modification and/or disclosure,irrespective of the accidental or unlawful nature of such access, destruction, loss, use, modification and/or
disclosure, through appropriate physical and electronic security procedures and safeguards, including
mitigating emerging risk to information systems by implementing appropriate information/cyber security
programs. Supplier must act promptly to identify any harmful or malicious code and to implement appropriate
mitigation and remediation efforts to address any such harmful or malicious code. Supplier must report toCompany any suspected or actual data breach or security incident as soon as the Supplier becomes aware ofit. Further, Supplier shall: (i) maintain the level of information security agreed by the parties, including, but notlimited to any relevant certifications, such as the Cybersecurity Maturity Model Certification, if applicable,
throughout the term of the Contract and shall not decrease such agreed security level without the Company’s
prior approval; and (ii) notify Company in writing if the Supplier is unable to maintain the agreed security level.
Additionally, Supplier shall allow Company to embed code in Company files, such as drawings, that can transmit
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a signal to Company each time such file is opened from a network and/or device not owned by the Company
so as to enable the Company to detect when such files are being used in non-Supplier and non-Company
locations, which usage may be the result of misappropriation of such files by a third party.
24. PROTECTION OF CDI/CUI. Supplier shall meet all requirements set forth in this Section (“CDI/CUI Requirements”)
if Supplier will be: (i) receiving Covered Defense Information (“CDI”) as defined in 48 CFR 252.204-7012, including
Controlled Unclassified Information (“CUI”); (ii) processing, storing or transmitting CDI or CUI; or (iii) accessing
Company’s systems or facilities where CDI or CUI is stored. The CDI/CUI Requirements are: (a) Supplierrepresents and certifies that it is compliant with the requirements of 48 CFR 252.204-7012, as applicable; (b)Supplier represents and certifies that it will comply with International Traffic in Arms Regulations (“ITAR”) or
Export Administration Regulations (“EAR”) requirements for export-controlled data, including by not allowing
any “foreign persons” (as defined in 15 CFR 772.1 and 22 CFR 120.15) access to CDI or CUI or any Company
systems or facilities; and (c) if Supplier is a cloud service provider and will store, process or transmit CDI or CUI,
Supplier represents and certifies that it meets security requirements equivalent to those established by theUnited States Government for the Federal Risk and Authorization Management Program (“FedRAMP”) Moderatebaseline.
25. COMPLIANCE WITH TRADE CONTROLS. Supplier warrants and agrees that: (i) Supplier's provision of any
Services, goods, commodity, software, or technology will not cause Company to: (a) violate any applicable Trade
Controls (as defined herein); (b) unless otherwise agreed between the parties elsewhere in the Contract, beidentified as "Importer of Record" or a party to the importation of Services; or (c) unless otherwise agreed
between the parties elsewhere in the Contract, be responsible for obtaining or submitting any required licences,approvals, or notices or be responsible for the payment of any associated duties, taxes, or fees; (ii) Supplier will
cooperate with Company as required to ensure Company's compliance with Trade Controls and provide
information that is accurate and necessary to comply with Trade Controls or to receive any related benefits,credits, or rights; (iii) transferable credits or benefits associated with the Services, including trade credits, export
credits, or rights to the refund of duties, taxes, or fees, belong to Company, unless otherwise prohibited byapplicable law; (iv) neither Supplier, not its sub-suppliers or agents, is a Sanctioned Person (as defined herein);(v) none of the Services, goods, commodities, software, or technology provided are sourced from Forced
Labour, Sanctioned Persons, or Sanctioned Countries; (vi) Supplier will comply with all regulatory andadministrative requirements associated with the import or export of any Services, goods, commodity, software,or technology in connection with this Contract; and (vii) neither Supplier, nor its sub-suppliers or agents, will, at
any time whatsoever or under any circumstances whatsoever, export, reexport, or transfer any Confidential
Information when to do so would be contrary to or in violation of any law, rule, order, or regulation including
laws, rules, orders, and regulations concerning the export of data and information. “Trade Controls” shall mean,
without limitation, economic sanctions, export or import controls, or anti-boycott laws, rules, regulations, ororders. “Sanctioned Countries” shall mean countries or territories, or the governments of which, that are subject
to comprehensive or near-comprehensive Trade Controls. “Sanctioned Persons” include: (x) those individuals
and entities designated on a United States, European Union, United Kingdom, United Nations, or otherapplicable sanctions or export-restricted party list; (y) individuals or entities in a Sanctioned Country; and (z)entities owned fifty percent (50%) or more in the aggregate or controlled by one or more individuals or entities
in (x).
26. INDEPENDENT CONTRACTOR AND SUBCONTRACTS. Supplier is and will remain an independent contractor ofCompany. No employee, agent, or representative of Supplier or its sub-suppliers will be deemed to be an
employee of Company. Supplier must obtain Company's written permission before subcontracting any portionof the Contract. Except for the insurance requirements in the Contract, all subcontracts and orders thereunder
will require that the sub-supplier or materialman be bound by and subject to the terms and conditions of theContract. No subcontract or order will relieve Supplier from its obligations to Company, including, without
limitation, Supplier's insurance and indemnification obligations. No subcontract or order will bind Company.
27. ELECTRONIC COMMERCE. Supplier acknowledges that Company currently uses, or will in the future use, anelectronic "business to business" framework to facilitate the transmission of Key Documentation (as defined
herein) relating to the purchase of Services or goods hereunder. For purposes of this provision “KeyDocumentation” means Purchase Orders, order confirmations, advanced shipping notices (ASN), change
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orders, invoices, and other similar documentation crucial to the performance and continuance of the Contract.
Supplier acknowledges and agrees that: (i) it has in place currently, or will implement as soon as possible after
execution hereof, the system designated by Company to facilitate transmission of Key Documentationelectronically; and (ii) Key Documentation transmitted hereunder by such methods will not be deemed invalid
solely because they have been transmitted or executed electronically. To the extent required by Company, eachauthorised representative of a party will adopt a unique, verifiable digital identification consisting of symbols orcodes to be transmitted with each electronic transmission, and use of digital identification will be deemed toconstitute a “signature” and will have the same effect as a signature on a written document and is binding upon
the party.
28. VARIATION. The Contract may not be modified except in writing and signed by the parties. Company may, at
any time, make written changes to the general scope of the Contract, including changes to drawings,
designs, specifications, materials, or packing, and Supplier will continue performance of the Contract
as so changed. If any such change causes an increase or decrease in the cost of, or time required
for, the performance of Supplier's obligations under the Contract, the parties shall negotiate and agree
to an equitable adjustment to the price and/or delivery schedule and the Contract will be modified in writing
accordingly via a written amendment signed by both parties. Supplier's compensation shall not exceed the
maximum set forth in the Purchase Order unless Company has expressly agreed to the increase in writing andsigned by a duly authorised representative of Company.
29. BREACH. If Supplier fails to perform the Services in accordance with the terms hereof, Company shall, without
limiting or affecting other rights or remedies available to it, whether under the Contract or at law, have one ormore of the following rights: (i) to terminate the Contract with immediate effect by giving written notice toSupplier identifying the breach of non-observance by Supplier; (ii) to refuse to accept any subsequent
performance of the Services which Supplier attempts to make; (iii) to recover from Supplier any costs incurredby Company in obtaining substitute services from a third party; (iv) to require a refund from Supplier of sums
paid in advance for Services that Supplier has not provided; and (v) to claim damages for any additional costs,
loss or expenses incurred by Company which are in any way attributable to Supplier's failure to comply withthe terms hereof. These rights shall extend to any substituted or remedial services provided by Supplier.
Company's rights under the Contract are in addition to its rights and remedies implied by applicable law.
30. TERMINATION AND CANCELLATION. Company may cancel any Purchase Order or terminate the Contract, inwhole or in part, at any time for convenience by giving written notice to Supplier. After receiving written noticeof termination, Supplier will: (i) immediately cease performing Services or taking other actions under theContract; and (ii) immediately take all actions to mitigate any liabilities incurred as a result of the termination.
Unless such termination is due to Supplier's breach or failure of Supplier to provide adequate assurance ofperformance, Company will pay Supplier, on a pro rata basis, for Services performed as of the date of
termination. Upon such payment, all finished Services and related goods for which Company has paid
will become the property of Company and will be delivered to Company in accordance with thisContract. Company will have the further right to terminate this Contract, in whole or in part, if, in Company's
judgment: (a) the Services or related goods are non-conforming, defective, or not delivered as scheduled; (b)Supplier fails to comply with or fulfill, at any time, any of the terms and conditions of this Contract or Company’s
shipping and billing instructions; or (c) the credit or ability of Supplier to perform this Contract becomes
impaired. The provisions of this clause are without prejudice to any other rights or remedies of Company,
including those resulting from default or breach by Supplier hereunder. If Company terminates this Contract
due to Supplier's breach of any of its terms, or due to the impairment of Supplier's credit or ability to perform
this Contract, Supplier agrees to hold Company harmless for any and all damage resulting therefrom andCompany will have the right to all remedies available to it under the law.
31. TRANSITION OF SUPPLY. In connection with termination of this Contract, or Company's decision to change toan alternate source of supply, Supplier will reasonably cooperate in the transition of supply, which transition
shall include the following (collectively, “Transition Support”): (i) Supplier will continue delivery of all Services orrelated goods as ordered by Company, at the prices and other terms stated in this Contract, without premiumor other condition, during the entire period reasonably needed by Company to complete the transition to thealternate supplier(s), such that Supplier’s action or inaction causes no interruption in Company’s ability to obtain
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Services or related goods as needed; and (ii) subject to Supplier’s reasonable capacity constraints, Supplier will
provide special services as expressly requested by Company in writing. If the transition occurs for reasons otherthan Supplier’s breach, Company will, at the end of the transition period, pay the reasonable, actual cost of
Transition Support as requested and incurred, provided that Supplier has advised Company of its estimate ofsuch amounts and obtained Company’s prior written consent prior to incurring such amounts. Company shallnot reimburse Supplier for any costs incurred by Supplier without Company's prior written consent.
32. COMPANY NAME/LOGO. Supplier may not use Company's name and/or logo in any manner other than as may
be identified in the Contract without first obtaining prior written permission from Company.
33. ENTIRE AGREEMENT. The Contract is intended to be the complete, exclusive, and fully integrated statement of
the parties’ agreement regarding the Services. As such, it is the sole repository of the parties' agreement, andthe parties are not bound by any other agreements, promises, or representations of whatsoever kind or nature.
The parties also intend that this complete, exclusive, and fully integrated statement of their agreement may not
be supplemented or explained (interpreted) by any evidence of trade usage or course of dealing.
34. NO-WAIVER. No term or provision of the Contract will be deemed waived, and no breach excused, unless such
waiver or consent is in writing and signed by the party claimed to have provided such waiver or consent. No
waiver of any right will constitute a waiver of any other right, whether of a similar nature or otherwise.
35. SURVIVAL. Notwithstanding the expiration, termination, or cancellation of the Contract, it is agreed that thoserights and obligations which by their nature and context are intended to survive such expiration or termination
will survive beyond such expiration, termination, or cancellation.
36. SEVERANCE. If any provision (or part of any provision) of the Contract is, or becomes, illegal, invalid, or
unenforceable in any respect: (i) it shall not affect or impair the legality, validity, or enforceability of any otherprovision of the Contract; and (ii) the parties shall negotiate in good faith to amend such provision (or partprovision), such that as amended it is legal, valid, and enforceable and to the greatest extent possible achieves
the parties' original commercial intention.
37. ASSIGNMENT. Neither the Contract, nor Supplier's rights and obligations hereunder, are assignable by Supplier
without the prior written consent of Company. No such consent or assignment will release Supplier or alter
Supplier's liability to perform all of its obligations under the Contract. Any assignment without the prior writtenconsent of Company will be null and void.
38. COMPLIANCE WITH LAW. Supplier represents and warrants that Supplier complies and will remain incompliance with all applicable international, federal, state, municipal, and local laws, regulations, rules, orders,ordinances, and codes of any authority, governmental or otherwise, having jurisdiction (collectively, “Laws”). If,
and to the extent that, any such Laws require Supplier or Company to engage in due diligence efforts or thecollection, disclosure, reporting, or retention of documentation or information, Supplier shall engage in suchrequired activity and comply with Company’s reasonable requests related to such due diligence efforts,
documentation, or information as required to facilitate Company's compliance with the Laws.
39. SUBCONTRACTOR FLOW-DOWNS FOR UNITED STATES GOVERNMENT CONTRACTS. Where the Services orrelated goods being procured by Company from Supplier are in support of a United States Government end
customer or an end customer funded in whole or part by the United States Government, Supplier agrees tocomply with the Supplemental Terms and Conditions for Orders Associated with U.S. Government Contracts
set forth at https://www.howmet.com/supplier-terms-conditions/, all of which are incorporated into the Contract.
This URL or the terms may be updated from time to time and any such change shall not affect the applicability of thematerial referenced therein.
40. THIRD PARTY RIGHTS. A person who is not a party to the Contract shall not have any rights under any applicablelaw, regulation, or otherwise to enforce any term of the Contract.

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41. GOVERNING LAW AND JURISDICTION. Any and all claims or matters of dispute between the parties to theContract, whether arising from the Contract itself or arising from alleged extra-contractual facts or incidents,
including, without limitation, fraud, misrepresentation, tort (including negligence), or any other alleged tort orany breach of the Contract, will be resolved, governed by, construed, and enforced in accordance with the lawsof the country of incorporation of Company. The application of the United Nations Convention on Contracts for
the International Sale of Goods (“CISG”) is hereby expressly excluded. Supplier waives any and all objections
that it might otherwise have as to personal jurisdiction or venue in such courts.
42. BACKGROUND CHECKS. Supplier, at its own expense, will have background checks performed on each
employee or independent contractor that it plans to assign to work on premises owned, leased, or otherwise
controlled by Company. Supplier will comply with all applicable security and compliance criteria as issued andupdated by the relevant authorities from time to time. The results of the background checks will be reviewed
by Supplier prior to the placement of an employee or independent contractor. Supplier agrees andacknowledges that the information gathered in a background check will not be used in any manner prohibitedby or in violation of applicable law. All background checks must be conducted in compliance local legal
requirements. Supplier will provide Company with documentation of such compliance upon request.
43. COMPLIANCE WITH COMPANY'S RULES. Supplier agrees to, and shall cause its employees, sub-suppliers, andall other persons or entities acting on behalf of Supplier to, abide by Company’s rules, including, without
limitation, those related to environment, health, safety, and security, and reasonable requests while onpremises owned, leased, or otherwise controlled by Company. Company reserves the right to bar from suchpremises Supplier or any employee, sub-supplier, or any other person or entity acting on behalf of Supplier for
any cause that Company deems reasonable.

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