ATTACHMENT TO PURCHASE ORDER:

SALK TERMS AND CONDITIONS OF PURCHASE

1.
Contract Parties. As used herein, the term
“Supplier” includes the contractor named on the Salk purchase orderand any associated quote, statement of work and/or work order (i.e. any
Supplier provided documentation that is attached to the purchase orderthat describes the price and quantity of the goods and/or services andproduction of any deliverables) (“PO”) and its subcontractors at any tier
who will be providing equipment, materials or supplies (“Goods”)
and/or services (“Services”). As used herein, “Salk” refers to the Salk
Institute for Biological Studies and “Premises” refers to any property
owned, rented or leased by Salk. Salk and the Supplier will be referred
to as a “Party” or collectively as the “Parties”.

addition, all shipments will be accompanied by a detailed packing list
which will reference the product type and quantity, lot number, and the
PO number. Salk’s count of the Goods will be accepted as final andconclusive on all shipments not accompanied by a packing list.
Supplier will deliver all Goods on the scheduled delivery date. Goods
shipped to Salk or its agents in advance of a scheduled delivery date,
without Salk’s prior approval, may be returned to Supplier at Supplier’s
expense or held at Salk Premises or its agent with deferred billing
privileges. No shipment will be deemed complete until all ordered
Goods have been delivered in accordance with Salk’s instructions andaccepted. Partial shipment must be authorized by Salk. No payment orother obligations of Salk will accrue on partial or incomplete shipments.
Time is of the essence in delivery of the Goods. If Supplier becomesaware of any anticipated delay that would result in a change to thescheduled delivery date, Supplier will notify Salk as soon as possible
and provide reasons for such delay. If delivery does not occur by thedelivery date, and without limiting Salk’s other rights available under
the law, in equity, or under this PO, Salk may: (i) cancel the PO without
penalty and demand a return or credit of all amounts paid by Salk in
connection with such PO; (ii) assess a late charge in the amount of two
percent (2%) of the net purchase price of the delayed Goods per day
until the Goods are delivered; (iii) require Supplier to reimburse Salk
any penalty imposed by Salk’s customers as a result of such delay;
and/or (iv) permit Supplier to make such delivery at the earliest possible
date.

2.
Contract Formation & Complete Agreement. These
Salk Terms and Conditions of Purchase (“Terms and Conditions”) areattached to and made an integral part of the PO creating the entire
understanding and agreement between the Supplier and Salk for thepurchase of the material Goods, Services and other subject matter as
described herein. Supplier hereby agrees and understands that the PO
can only be accepted upon the Terms and Conditions, notwithstanding
any terms and conditions on Supplier’s quote, invoice, acknowledgment
or any other document or link Supplier may reference or provide to Salk
at any time in connection with the subject matter herein (“Supplier
Documents”), even if such Supplier terms and conditions expressly statethat any Salk terms and conditions, including these Terms andConditions, are not applicable, are void, and have no force or effect.
The Parties hereto expressly reject any Supplier terms and conditions
and agree such terms and conditions are not considered part of the PO.
Any additional and/or different terms as may be contained in Supplier’s
Documents are hereby deemed to be material alterations, and Salk
hereby gives notice of objection to and rejection of such material
alterations. No additional and/or modified term or revision to this PO
will be effective unless in writing and signed by a duly authorized
representative of Salk. Notwithstanding the foregoing, if Supplier andSalk have previously entered into a written, mutually executed
agreement (“Previous Agreement”) and that Previous Agreement isreferenced in the PO as taking precedence, then such Previous
Agreement’s terms and conditions will take precedence over theseTerms and Conditions.

6.
Inspection and Acceptance of Goods. Within thirty(30) days after delivery of the Goods to Salk, Salk or its agent will havethe right to inspect the delivered Goods as to quantity and compliance tothe specifications. If the Goods do not conform to the specifications(“Defective Goods”), Salk will provide Supplier a written notice ofrejection specifying the nonconformance. Upon rejection of the Goods,
Salk may: (i) reduce the quantity of the Goods ordered in the PO by thequantity of the Defective Goods, without charge or penalty; (ii) require
Supplier to promptly replace or correct the Defective Goods, withoutcharge; (iii) correct the Defective Goods itself or through a third party
and require Supplier to pay for the cost of such correction; and/or (iv)require Supplier to reimburse Salk for any penalties imposed by Salk’s
customers as a result of such Defective Goods. If the quantity ofdelivered Goods is less than the quantity specified in the PO, Supplier
will promptly deliver to Salk the number of Goods necessary to meetthe quantity set forth in the PO(s) and will pay to Salk any reasonable
losses incurred by Salk by reason of or in connection with its failure todeliver the appropriate quantity of Goods. Supplier will bear all risk ofloss with respect to all Defective Goods returned to Supplier and willpromptly pay for or reimburse all costs incurred by Salk to return, store
or dispose of any Defective Goods.

3.
Acknowledgement & Acceptance. Supplier will
provide a written acknowledgement of this PO toorderconfirmations@salk.edu within forty-eight (48) hours of PO
receipt. Such acknowledgement will confirm the delivery date, pricing
and other PO details. By performing under this PO or any part hereof,
Supplier agrees to and accepts all the provisions of the PO includingthese Terms and Conditions and agrees to fully perform.
4.
Rescheduling. Salk may at any time, but not lessthan seven (7) calendar days before the scheduled delivery date,reschedule the PO from such scheduled delivery date to another date,
without charge or penalty.

7.
Performance of Services. Supplier will perform theServices described on the PO in the manner and means by which
Supplier chooses in Supplier’s sole discretion and control; provided,
however, that Supplier agrees to perform the Services in a prompt,
efficient, ethical and professional manner in accordance with the termsof this PO and Salk’s Supplier Guidelines, Contractor Safety Manual,
the Insurance Requirements, Salk’s COVID-19 Policy and otherinformation posted on the General Policies & Procedures page athttps://www.salk.edu/about/doing-business-with-the-salk-institute/which are made part of the PO by reference. Supplier will not
subcontract or otherwise delegate any of Supplier’s obligations under
this PO without Salk’s prior written consent. Supplier will provide, at
its own expense, a place of work and all equipment, tools, and othermaterials necessary to perform the Services; however, to the extent
necessary to facilitate performance of the Services, Salk may make its
own equipment or Premises available to Supplier as further agreed to inwriting by the Parties. If the Services are to be performed onsite at a
Salk owned and/or leased premises, Supplier agrees to execute a
separate Release & Indemnification Agreement and/or provide

5.
Delivery of Goods. All deliveries will be F.O.B. (orIncoterm DAP for international Suppliers) Salk’s receiving area, unless
another delivery term and/or destination is specified in the PO. No
deliveries may be made to individuals or departments. All shipments
must be fully prepaid. Any shipping charges to which Supplier isentitled under the PO must be included in Supplier’s invoice.
Notwithstanding any prior inspections, Supplier bears the title and allrisk of loss, damage, or destruction to Goods until final acceptance by
Salk at Salk’s delivery destination. Until such delivery is made,Supplier will insure the Goods against loss or damage for their full
replacement value, the proceeds of which will be payable to Salk in theevent of any loss or damage to the Goods. All Goods will be packed
and shipped appropriately and in accordance with any packing andshipment specifications set forth in the PO. Shipments of Goods which
may be damaged by excessive heat or cold must be properly protectedin hot or cold seasons. All Goods will be shipped in complete lots. In
Salk_PO-T&Cs-1-

certificate of insurance, naming “The Salk Institute for BiologicalStudies” as an additional insured (to apply to each such premises towhich Supplier will enter), that includes the insurance coverageminimum amounts and requirements located at the “Doing Businesswith Salk” link above, which are attached to and made part of this PO
by reference.

regulations, policies, and orders, including without limitation thosepertaining to Public Health Services (“PHS”) Assurance, United States
Department of Agriculture (“USDA”) registration, and/or Association
for Assessment and Accreditation of Laboratory Animal Care(“AAALAC”) International accreditation concerning laboratory animal
welfare and labor, wages, hours, and other conditions of employment
including but not limited to any anti-discrimination and anti-harassment
regulations, and applicable price ceilings (if any), and that the Goods
delivered hereunder shall be produced in compliance with the Fair
Labor Standards Act; (ii) neither it nor any of its principal employees islisted on the General Services Administration’s List of Parties Excluded
from Federal Procurement or Nonprocurement Programs in accordancewith E.O.s 12549 and 12689, “Debarment and Suspension;” and (iii) all
Goods will be free from liability for infringement of, or claim ofroyalties for, patent rights, copyright, trademark, trade secrets or
confidential or proprietary intellectual property rights, mechanic’s liens
and other encumbrances of any third party (collectively “Rights andEncumbrances”). These warranties may not be limited or disclaimed by
Supplier. If Salk experiences any defect, failure or non-conformity
during the warranty period, Salk shall have the right to take thefollowing actions, at Salk's option: (1) retain the defective Goods inwhole or in part with an appropriate adjustment in the price for theGoods; (2) require Supplier to repair or replace the defective Goods
and/or reperform the Services in whole or in part at Supplier's soleexpense, including all shipping, transportation and installation costs; (3)correct or replace the defective Goods with similar Goods, and/or
reperform the Services and recover the total cost from Supplier,including the cost of product recalls; and (4) exercise all other rights
under the California Uniform Commercial Code and any otherapplicable statutes in any jurisdiction. The rights and remedies of Salk
and the warranties of Supplier set forth in this PO shall not be exclusive
and are in addition to any other rights, remedies and warranties
provided by law or under this PO.

8.
Fees And Payment. Salk agrees to pay Supplier the
prices listed in the PO that apply to the Goods and Services ordered by,delivered to, performed for and accepted by Salk. If prices are notstated in the PO, it is agreed that the Goods and Services shall be
invoiced at the price last quoted to Salk or the prevailing market rate,
whichever is lower. Supplier will submit to Salk an itemized invoice
for payment upon each shipment of the requested Goods and/or
completion of requested Services. The invoice will include: the PO
number, if Goods: the part numbers and description of the Goods, unit
prices, total prices and any shipping expenses; if Services: a descriptionof the Services performed with the associated fees, deliverable Goods
provided, locations where Services were performed, total prices and any
pre-approved travel expenses to be paid by Salk according to the PO.
The prices for Goods will be inclusive of all applicable taxes. Supplier
will be solely responsible for, and will indemnify and hold Salk
harmless from and against, the payment of all taxes (including sales,use, value-added, and income taxes) and other governmental charges(including customs duties), and any related fines, penalties, and interest,
arising from the performance by Supplier of any Services or thepayment of fees to Supplier under this PO. Supplier will use its best
efforts to achieve cost savings for the manufacture and delivery ofGoods and/or performance of the Services, and reduce the prices for theGoods and Services by the savings realized. Unless stated otherwise in
the PO, Salk will pay any undisputed invoice within thirty (30) days
after acceptance of the applicable Goods and Services by Salk. All
invoices must be emailed to accountspayable@salk.edu to ensure
prompt payment. Supplier is hereby notified that Salk cannot provide
assurance that invoices will be received and/or paid on time if they aresubmitted by any other means. Any credits or adjustments in favor of
Salk may be offset against any amount owed to Supplier hereunder,whether or not such amounts are currently due or payable. Salk willtake any and all discount payment terms offered on disputed invoices,
regardless of when payment is actually made, if it is determined that the
dispute is due to Supplier’s error or omission. Time is of the essence
and Supplier must provide an accurate invoice or request payment of an
outstanding invoice balance within ninety (90) days of shipment ofGoods and/or performance of Services to guarantee payment. Due to therequirements of Salk’s external funding sources and Salk’s fiscal year
closing process, all Goods shipped and all Services performed in themonths of May and June must be billed promptly to ensure Salk canprocess and Salk can pay all related invoices in the ten (10) businessdays following Salk’s fiscal year, which ends on June 30.

10.
Limitation of Liability. IN NO EVENT SHALLSALK BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
EXEMPLARY, CONSEQUENTIAL OR CONTINGENT DAMAGESFOR ANY REASON, WHETHER OR NOT SALK HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO
EVENT SHALL SALK’S TOTAL CUMULATIVE LIABILITYUNDER THIS AGREEMENT EXCEED THE AMOUNT OWED BYSALK TO SUPPLIER FOR THE APPLICABLE ITEMS GIVING
RISE TO THE CLAIM. SALK FURTHER DISCLAIMS ANY AND
ALL LIABILITY, AND SUPPLIER ACCEPTS ALLRESPONSIBILITY WITH REGARD TO LABORATORY ANIMALWELFARE INCLUDING BUT NOT LIMITED THOSE CERTAIN
RULES, POLICIES AND/OR OBLIGATIONS AS DEFINED BY PHS
ASSURANCE, USDA REGISTRATION AND/OR AAALAC
INTERNATIONAL ACCREDITATION.
11.
Confidential Information. As used herein,“Confidential Information” means any and all information related thisperformance of Services or provision of Salk-Owned Materials (asdefined below) or Goods under this PO or to Salk’s business or nonpublished research (including without limitation images, videos, trade
secrets, technical information, business forecasts and strategies,
marketing plans, donor and supplier lists, Protected Personnel
Information (“PPI”), Protected Health Information (“PHI”), financial
data, health or medical information, and proprietary information of third
parties provided to Salk in confidence). During the term of this PO andat all times thereafter, Supplier will (a) hold all Confidential
Information in strict trust and confidence, (b) refrain from using or
permitting others to use Confidential Information in any manner or for
any purpose not expressly permitted or required by this PO, (c) refrainfrom disclosing or permitting others to disclose any Confidential
Information to any third party without obtaining Salk’s express priorwritten consent on a case-by-case basis, and (d) limit access to the
Confidential Information to employees or agents of Supplier who have a

9.
Warranty. Supplier warrants that all Goods shall befree from defects in design, workmanship, material, and manufacture;
shall be of merchantable quality and be fit and suitable for the purpose
intended by Salk; and shall comply with the requirements of this PO
and with all specifications, drawings and samples. Supplier further
warrants that all Services, from itself and/or any subcontractors: (a) will
provide the functionality described in the PO, will be provided in agood and workman like manner in accordance with prevailing standards
within the industry and, where applicable, will employ and comply withreasonable industry standard information technology security
procedures; (b) will have full right, power, and authority to be provided
under this PO without the consent of any third party, including the rightto grant all licenses granted to Supplier in this PO. The foregoingwarranties are in addition to all other warranties, express or implied,and survive delivery, inspection, acceptance, or payment by Salk.
Supplier warrants and certifies that (i) in the performance of this PO it
will comply with all applicable federal, state or local statutes, rules,
Salk_PO-T&Cs-2-reasonable need to have such access in order to perform the obligations
set forth in the PO. Supplier will ensure that any of its employees andagents who will have access to any Confidential Information or perform
under this PO has entered into a binding written confidentiality
agreement with terms at least as protective as those contained in thisSection. Supplier will protect the Confidential Information fromunauthorized use, access, or disclosure in the same manner as Supplierprotects its own confidential or proprietary information of a similar
nature and with no less than reasonable care. Supplier will promptly
notify Salk in writing if it becomes aware of any violations of theconfidentiality duties or obligations set forth in this PO. Supplier’s
obligations under this Section will terminate with respect to any
particular information that Supplier can prove, by clear and convincing
evidence, (a) Supplier lawfully knew prior to Salk’s first disclosure to
Supplier, (b) a third party rightfully disclosed to Supplier free of any
confidentiality duties or obligations, or (c) is, or through no fault ofSupplier has become, generally available to the public. Additionally,
Supplier will be permitted to disclose Confidential Information to theextent that such disclosure is expressly approved in writing by Salk, oris required by law or court order, provided that Supplier immediately
notifies Salk in writing of such required disclosure and cooperates with
Salk, at Salk’s reasonable request and expense, in any lawful action tocontest or limit the scope of such required disclosure, including filingmotions and otherwise making appearances before a court. In the eventof actual or threatened breach of the provisions of this Section, in
addition to any other remedy that Salk have in law or equity, Salk will
be entitled to seek immediate injunctive and other equitable relief,
including but not limited to specific performance, without waiving anyother rights and remedies available. Supplier will not remove any
tangible embodiment of any Confidential Information from Salk’s
Premises without Salk’s express prior consent. Upon Salk’s request andupon any termination or completion of this PO, Supplier will promptly(a) return to Salk or, if so directed by Salk, destroy all tangible
embodiments of the Confidential Information and/or Salk-Owned
Materials (in every form and medium), (b) permanently erase allelectronic files containing or summarizing any Confidential
Information, and (c) certify to Salk in writing that Supplier’s has fullycomplied with the foregoing obligations.

Intellectual Property Rights to the Salk-Owned Materials pursuant tothis Section 11. Supplier agrees to use the Salk-Owned Materials only
to perform the Services and not for any other purpose. SALKOWNED MATERIALS PROVIDED BY SALK TO SUPPLIER ISPROVIDED “AS IS.” SALK DISCLAIMS ALL WARRANTIES,EXPRESS AND IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULARPURPOSE IN THE SALK-OWNED MATERIALS. In accordancewith the PO, including any schedule therein, Supplier will deliver all
Goods and disclose all other Work Product to Salk (or any person
designated by Salk in writing) in the form specified in the PO orotherwise designated by Salk. Intellectual Property (a) developed,
acquired, or otherwise obtained by Supplier prior to accepting PO(collectively, “Background Technology”), (b) developed, acquired, orotherwise obtained by Supplier during the term of this PO unrelated tothe provision of Services and provision of Goods (“Independent
Technology”), or (c) licensed or obtained by Supplier from third parties(collectively, “Third-Party Technology”) unrelated to the performanceof Services and provision of Goods will remain Supplier’s Intellectual
Property (individually and collectively, “Supplier IP”) and may not be
used by Supplier in the performance of Services unless such Intellectual
Property has been specifically identified and its use approved in writing
by Salk. Salk acknowledges that, prior to the execution of this PO,
Supplier may have invented, developed, or created certain Background
Technology and that Supplier may invent, develop or create Intellectual
Property during the term hereof that does not constitute Work Producthereunder. Except as set forth herein, nothing herein assigns ortransfers to Salk any Intellectual Property Rights, title or interest in or to
any Background Technology or any Supplier IP and the onlyIntellectual Property which Supplier assigns to Salk under the terms ofthis PO is Work Product and all Intellectual Property Rights thereto.
Notwithstanding the foregoing, Supplier unconditionally grants to Salka non-exclusive, perpetual, irrevocable, worldwide, fully-paid right andlicense, with the right to sublicense through multiple levels of sublicensees, under all of Supplier’s Intellectual Property Rights in any andall of Supplier’s IP that is used or incorporated in any Work Product orotherwise used by Supplier in performance of the Services (whether or
not identified or described in the PO), (a) to reproduce, create derivative
works of, distribute, publicly perform, publicly display, digitallytransmit, and otherwise use the Work Product in any medium or format,
whether now known or hereafter discovered, (b) to use, make, have
made, sell, offer to sell, import, and otherwise exploit any product orservice based on, embodying, incorporating, or derived from the Work
Product, and (c) to exercise any and all other present or future rights inthe Work Product

12.
Intellectual Property and Work Product. As used inthis PO, (a) “Intellectual Property” includes but is not limited to allconcepts, Confidential Information, Salk-Owned Materials, data,
biological materials, cell lines, chemical compositions and structures,designs, diagrams, documentation, reports, articles, drawings, ideas andinventions (whether or not patentable), know-how, business plans,
trademarks, methods, models, procedures, schematics, devices,algorithms, software code, specifications, techniques, works ofauthorship, and other forms of technology; (b) “Intellectual Property
Rights” means all copyrights, trademark rights, patent rights, trade
secret rights, and other proprietary rights in any jurisdiction; and (c)“Work Product” means (i) all deliverable Goods, (ii) all Intellectual
Property, in any stage of development, that Supplier conceives, creates,
develops, or reduces to practice in connection with the Goods andServices, and (iii) all tangible embodiments (including models,presentations, prototypes, reports, samples, and summaries) of each
item of such Intellectual Property. Supplier agrees that all Work
Product will be the sole and exclusive property of Salk. All works ofauthorship which fall within the definition of “works made for hire”
under United States Copyright Act of 1976 will be considered works
made for hire and owned by Salk. Supplier hereby irrevocably andunconditionally assigns to Salk all right, title, and interest worldwide in
and to the Work Product and all Intellectual Property Rights thereto.
Supplier understands and agrees that Supplier has no right to use theWork Product except as necessary to perform under this PO for Salk. If
applicable, Salk may provide Intellectual Property to Supplier that will
be described on the PO so as to allow Supplier to perform the Services(“Salk-Owned Materials”). Salk owns and will retain ownership in all
Salk_PO-T&Cs

13.
Cancellation and Suspension. Salk may cancel the
PO in whole or in part by written or electronic notice, if Supplier: (i)fails to deliver Goods or perform Services in accordance with specified
delivery times, requirements or other specifications; (ii) fails to replaceor correct defective Goods or Services as Salk requires; or (iii) fails tocomply strictly with any provision of or repudiates or anticipatorily
repudiates this PO. Upon cancellation pursuant to the foregoingsentence, Supplier shall: (1) supply any portion of the Goods or
perform any Services for which this PO is not cancelled; (2) be liable
for additional costs, if any, for the purchase of similar Goods andServices to cover such default; and (3) at Salk’s request, transfer title
and deliver to Salk any Goods whether completed or not. Salk’s rights
and remedies as described herein are in addition to any other rights andremedies provided at law or in equity. Salk may also cancel the PO in
whole or in part without cause upon written or electronic notice,provided that if the cancelled Good is a custom product, Salk will pay
for the materials and labor costs incurred to date to manufacture suchcustom product. Salk may suspend the provision of Services or deliveryof Goods in whole or in part, with or without cause and for Salk’s own
convenience at any time. Upon written or electronic notice ofsuspension Supplier will: stop providing Services and/or manufacturing

-3-

17.
Required Clauses for Grant Funded Procurements.
If funding for this transaction was provided by a U. S. Government
agency, Supplier agrees that, to the extent they are applicable toSupplier in connection with this PO; Supplier will comply fully with thefollowing statutes, regulations, and requirements cited by the Office ofManagement and Budget (“OMB”) in 2 CFR 200 Uniform
Administrative Requirements, Cost Principles, and Audit Requirements
for Federal Awards Procurement Standards §200.317 – 200.326
including Appendix II to Part 200 – Contract Provisions for NonFederal Entity Contracts Under Federal Awards (“Uniform Guidance”
or “UG”), which are incorporated herein by reference, and available athttps://www.govinfo.gov/app/details/CFR-2014-title2-vol1/CFR-2014title2-vol1-sec200-318.

and shipping Goods whether completed or not on the date and to theextent specified in the notice; place no further orders or subcontracts forServices or Goods to the extent they relate to the suspension; suspend
all orders, sourcing and subcontracts to the extent they are related to thesuspension; take such action as may be necessary or as directed by Salk
to protect and preserve any Salk-Owned Materials or Goods that are in
Supplier’s possession.
14.
Indemnity by Supplier. Supplier shall defend,
indemnify and hold harmless Salk (and its officers, directors, agents andrepresentatives) from and against any and all claims, suits, losses,
penalties, damages (whether actual, punitive, consequential orotherwise) and associated costs and expenses (including attorney’s fees,
expert’s fees, and costs of investigation) and all liabilities that arecaused in whole or in part by: (i) any actual or alleged infringement of
any Rights and Encumbrances; (ii) any breach by Supplier of this POs;(iii) any violation of applicable laws, regulations, and/or policies,
including but not limited to PHS Assurance, USDA registration and/or
AAALAC International accreditation concerning laboratory animal
welfare by Supplier, its employees, officers, agents, subcontractors or
representatives (collectively, (“Supplier Personnel”); (iv) any negligent
or intentional act, error or omission by any Supplier Personnel inconnection with this PO; and (v) if any Supplier Personnel enter upon
Salk’s Premises in connection with this PO, any failure of Supplier
Personnel to observe Salk’s rules and regulations and any damage or
injury otherwise caused or suffered by any Supplier Personnel, while
on, entering or leaving Salk’s Premises. Supplier shall be obligated toobtain and inform such Supplier Personnel of, and cause them tocomply with, all current rules and regulations of Salk, particularly thoserelating to traffic, safety, and fire precautions in Salk’s labs or otherPremises. Supplier further agrees to carry all workers compensation,
occupational disease and liability insurance, necessary under state andfederal statutes or to fully protect Salk against the risks herein
mentioned. Upon request, Supplier agrees to furnish Salk with acertificate showing it is properly insured with regard to such risks.
Supplier is responsible for obtaining any business or professional
license necessary for performance under any purchase order andmaintaining them throughout the period of performance which includes
all warranty periods.

(a) E.O. 11246, “Equal Employment Opportunity,” as amended by
E.O. 11375, “Amending Executive Order 11246 Relating toEqual Employment Opportunity,” and as supplemented byregulations at 41 CFR part 60, “Office of Federal Contract
Compliance Programs, Equal Employment Opportunity,
Department of Labor.”(b) the Copeland “Anti-Kickback” Act (18 U.S.C. 874), as
supplemented by Department of Labor regulations (29 CFR part3, “Contractors and Subcontractors on Public Building or PublicWork Financed in Whole or in Part by Loans or Grants from theUnited States”).
(c) the Davis-Bacon Act (40 U.S.C. 276a to a-7) and as
supplemented by Department of Labor regulations (29 CFR part5, “Labor Standards Provisions Applicable to Contracts
Governing Federally Financed and Assisted Construction”).
(d) Sections 102 and 107 of the Contract Work Hours and Safety
Standards Act (40 U.S.C. 327-333), as supplemented by
Department of Labor regulations (29 CFR part 5).
(e) Any applicable rights of the Federal Government or Salk toinventions made under a contract or agreement for the
performance of experimental, developmental, or research work
(37 CFR part 401 and any implementing regulations issued by
the awarding agency).
(f) Rights to Inventions Made Under a PO, Contract or Agreement.
If a Federal award meets the definition of ‘‘funding agreement’’
under 37 CFR § 401.2 (a) and the recipient or subrecipient
wishes to enter into a contract with a small business firm or
nonprofit organization regarding the substitution of parties,
assignment or performance of experimental, developmental, or
research work under that ‘‘funding agreement,’’ the recipient or
subrecipient must comply with the requirements of 37 CFR Part
401, ‘‘Rights to Inventions Made by Nonprofit Organizations
and Small Business Firms Under Government Grants, Contracts
and Cooperative Agreements,’’ and any implementing
regulations issued by the awarding agency.
(g) all applicable standards, orders or regulations issued pursuant to
the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal
Water Pollution Control Act as amended (33 U.S.C. 1251 etseq.).
(h) Mandatory standards and policies relating to energy efficiency
which are contained in the state energy conservation plan issued
in compliance with the Energy Policy and Conservation Act (42U.S.C 6201).
(i) the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352).

15.
Force Majeure. A failure, default or delay by either
party to perform due to causes beyond the control of and without thefault or negligence of such party is deemed excusable during the period
in which such cause of failure continues. Such causes may include actsof nature, acts of Government (in sovereign or contractual capacity),
fire, flood, strike, freight embargo and other similar extraordinary
events. When Supplier becomes aware of any actual or potential force
majeure condition, Supplier shall immediately notify Salk of thecondition and anticipated duration of the delay. During the period ofany delay or failure to perform by Supplier, Salk, at its option, maypurchase Goods and/or Services from other sources and reduce itsschedules to Supplier by such quantities, without liability to Salk, orcause Supplier to provide the Goods and/or Services from other sourcesin quantities and at times requested by Salk and at the price set forth in
the PO. If requested by Salk, Supplier shall, within five (5) days ofsuch request, provide adequate assurance that the delay will not exceed
such period of time as Salk deems appropriate. If the delay lasts morethan the time period specified by Salk, or Supplier does not provide
adequate assurance that the delay will cease within such time period,
Salk may, among its other remedies, immediately cancel the applicablePOs without liability.

18.
Required Federal Contract Flow Down Clauses.
The U.S. Government mandates that certain Federal Acquisition
Regulations (“FAR”) and Department of Defense FAR Supplement(“DFARS”) clauses flow down to the Supplier when applicable if
funding for this transaction was provided by a US Government Contract
or Subcontract. Addendum “Federal Government Contracts Special
Terms and Conditions” will apply to this transaction when attached to aPO.

16.
Audit. Supplier agrees that its books, documents,
papers, and records which are pertinent to the PO shall be accessible to
Salk, the relevant funding agency, and the Comptroller General of theUnited States, or any of their duly authorized representatives, for the
purpose of making audits, examinations, excerpts and transcriptions.

Salk_PO-T&Cs

-4-

19.
The Huawei Ban. In passing 2 CFR §200.216, theU.S. Government prohibits federal funding award recipients from usingfederal award funds to procure or obtain any equipment, services, or
systems provided by Huawei Technology Company, ZTE Corporation,
Hytera Communications Corporation, Hangzhou Hikvision Digital
Technology Company, and Dahua Technology Company, and theirsubsidiaries and affiliates (the “Banned Telecommunication
Companies”). If Salk learns that Supplier has engaged any Banned
Telecommunication Companies to the extent they are applicable toSupplier in connection with this PO, Salk may immediately terminate
this PO and/or any additional agreement and/or terms and conditions
and take any necessary additional actions including but not limited toreceiving any refund of money previously paid to Supplier using federalaward funds.

22.
Miscellaneous. No right or obligation under thisPO may be assigned by Supplier without the prior written consent of
Salk. Salk may assign the rights or obligations or both of this PO in
whole or part at any time. If Salk fails to insist on performance of any
term or condition, or fails to exercise any right or privilege hereunder,such failure shall not constitute a waiver of such term, condition, rightor privilege. The obligations of the following sections shall survive any
cancellation: 7, 9, 10, 11, 12, 13, 15, 16, 17 and 18. Any provision ofthis PO that is held unenforceable or invalid for any reason shall be
replaced by a valid and enforceable provision that most closely affects
the intent of the invalid provision, and the remainder of the PO shallcontinue in full force and effect. Supplier warrants and represents thatno law, rule, regulation, order or ordinance of the United States, a state,
any governmental agency or authority of any country has been violated
in supplying the Goods ordered herein. This PO shall be governed byand construed under the laws of California, excluding its conflicts oflaw rules. Any suit arising out of this PO, at law or in equity, shall be
brought in a state or federal court in San Diego County, California.
Each party consents to personal jurisdiction in the above courts.
Supplier further consents to such venue as Salk selects in any of suchcourts20.
Notice of Equal Employment
Opportunity/Affirmative Action Obligations. The Salk Institute is anequal opportunity employer and federal contractor or subcontractor.
Consequently, the Parties agree that, as applicable, they will abide by
the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR
60-741.5(a) and that these laws are incorporated herein by reference.
These regulations prohibit discrimination against qualified individuals
based on their status as protected veterans or individuals withdisabilities, and prohibit discrimination against all individuals based on
their race, color, religion, sex, or national origin. These regulations
require that covered prime contractors and subcontractors takeaffirmative action to employ and advance in employment individuals
without regard to race, color, religion, sex, national origin, protectedveteran status or disability. The Parties also agree that, as applicable,
they will abide by the requirements of Executive Order 13496 (29 CFRPart 471, Appendix A to Subpart A), relating to the notice of employee
rights under federal labor laws.

23.
Signatures. This Agreement may be executedor executed electronically, scanned and transmitted in two or
more counterparts, each of which will be deemed an original, but
all of which together constitutes one and the same instrument.
Delivery of an executed counterpart of this Agreement byfacsimile, electronically or email is equally as effective asdelivery of an original executed counterpart of this Agreement.
Electronic signatures shall be deemed original signatures forpurposes of this Agreement and all matters related thereto, withsuch scanned and electronic signatures having the same legal
effect as original signatures.

21.
Publicity. Supplier will not use Salk’s name,symbols, logos, images, including those of buildings and premises, ormarks in any form of publicity without Salk’s prior written consent.

SUPPLIER:
By:
Name:

Title:
Date: _________________________________

Salk_PO-T&Cs-5-