Buffer Stock Agreement


 


by and between:


 


Wisekey Semiconductors


 


hereinafter called


 


“Wisekey”


 


and


 


Key Tronic Corporation


 


hereinafter called


 


“Key
Tronic”


 






    


    
	 	 




    

 




	1.   About this Contract	3
	2.   Definitions	3
	3.   Agreed Product List and prices	3
	4.   Contract Term and Termination	3
	5.   Warranty and Liability	4
	6.   Force Majeure	5
	7.   Governing Law	5
	8.   Terms and Conditions	6
	Appendix A	7
	1.   Buffer Stock	7
	2.   Agreed Product List (APL) table	7
	3.   Forecast	7
	4.   Buffer Stock inventory	7
	5.   Purchase Orders	8
	6.   Prices	8
	7.   Buffer Stock Management	9
	7.1   Reports	9
	7.2   Buffer Stock remainder and exceeding quantities	9
	7.3   Buffer Stock refresh	9
	8.   Availability of Products	9
	Appendix B	10


 






    
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		1.	About this Contract



 


This Buffer Stock Agreement (“Contract”)
establishes the terms under which Wisekey Semiconductors, a French société par actions simplifiee with its
principal place of business at Arteparc de Bachasson — Bat. A, Rue de la Carriere de Bachasson, CS 60024, 13590 Meyreuil,
France, (“Wisekey”); shall establish and maintain an inventory of products for Key Tronic Corporation, a corporation
incorporated in the State of Washington, U.S.A., with its principal place of business at 4424 N. Sullivan Road, Spokane Valley,
Washington Key Tronic (“Key Tronic”) in order to provide Key Tronic with a buffer stock of products and reduce Key
Tronic’s supply lead-time.


 


Wisekey and Key Tronic are hereinafter
individually referred to as “Party” and collectively referred to as “Parties”.


 


		2.	Definitions



 


		·	Products: means the products listed in the Agreed Product List in Appendix A.



 


		·	Buffer Stock or Buffer Stock Inventory: means an inventory of Products built by Wisekey pursuant to a Buffer Stock Purchase
Order.



 


		·	Buffer Stock Purchase Order: means a purchase order meeting the requirements of this Contract, which specifically designates
the type and quantity of Products to be placed in the Buffer Stock.



 


		·	Call Off Purchase Order: means a purchase order for Products built as part of the Buffer Stock issued pursuant to the terms
of this Contract.



 


		3.	Agreed Product List and prices



 


This Contract applies to the Products defined
in the Agreed Product List (“APL”) in Appendix A.


 


		4.	Contract Term and Termination



 


This Contract shall become effective on
6/09, 2017 (“Effective Date”) and shall continue in force for a period of two (2) years (“initial term”).
At the end of the initial term, this Contract shall be automatically renewed for an additional twelve-month term, unless terminated
earlier according to this clause 4. At the end of the renewal term, this Contract will expire.


 


Termination for Convenience. Either
party, in its sole discretion, may terminate this Contract at any time, without cause, by providing at least 60 days’ prior
written notice to the other party.


 


Termination with Cause. Without
prejudice to any right or remedy the Parties may have against each other for breach or non-performance of this Contract, either
Party shall have the right to immediately terminate this Contract as of right as follows, if:


 






    
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		·	The other Party commits a material breach of this Contract, provided the breaching Party has been notified in writing of the
breach and has not rectified the same within sixty (60) days of the receipt of such notice.



 


		·	The other Party has any insolvency proceeding instituted against it under any applicable legislation which is not dismissed
within ninety (90) days, or is adjudged bankrupt, ceases or suspends business, or makes an assignment of the majority of its assets
for the benefit of its creditors;



 


		·	A Party is acquired by, acquires or merges with a third party that is a competitor of the other Party; for purposes of this
clause, “acquired by” or “acquires” means the acquisition of “Control” and “Control”
means the direct or indirect holding of more than 50% of the nominal value of the issued share capital in the legal entity or person
concerned, or of a majority of the voting rights of the person or entity entitled to vote in the election of directors or, in the
case of an entity that is not a corporation, the election of the corresponding managing authority; or



 


		·	The other Party sells, assigns or otherwise transfers all or substantially all of its assets to any third party that is a competitor
of such Party.



 


Upon Termination of this Contract:


 


		·	Wisekey will ship to Key Ironic the remainder of the Buffer Stock inventory not yet pulled and invoice the corresponding amounts
to Key Tronic



 


		·	Wisekey will finish manufacturing the WIP (Work In Progress) necessary to replenish the Buffer Stock, if any, ship the products
to Key Tronic and invoice the corresponding amounts to Key Ironic.



 


The Supplier will always endeavour to minimise
the Customer’s liability by either negotiating with its suppliers to reduce or cancel incoming shipments or selling the Products
to other customers.


 


		5.	Warranty and Liability



 


5.1             
Wisekey warrants that the Wisekey Products supplied hereunder will under normal and proper use, be free from defects
in material and workmanship and will conform to Wisekey’s applicable standard written specifications or, if appropriate,
to the specification accepted in writing by Wisekey for a period of one (1) year from the date of delivery (the “Warranty
period”).


 


5.2              These
obligations only apply if (i) written notice is received five days after discovery of the defectiveness by Customer and
before the expiration of the Warranty period, (ii) after Wisekey’s written authorization, Products are returned to
Wisekey’s original shipping point, freight charges prepaid, and (iii) after examination Products are recognised as
defective by Wisekey. Wisekey’s warranty shall be limited to the repair or the replacement, free of charge, of any
Products that may be recognised as defective by Wisekey.


 






    
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5.3              
This warranty will not apply if the Products are subject to operating and/or environmental conditions in excess of
the maximum values stated in the applicable specifications or otherwise have been subject to, including but not limited to, misuse,
tampering, neglect, improper installation, abnormal stress, repair, modification, alteration or damage.


 


5.4             
Except as is set out in this section 5, Wisekey grants no other warranties, either expressed or implied, including
any implied warranties of quality, merchantability and fitness for a particular purpose.


 


5.5             
In no event shall either party be liable under any legal theory for any indirect, special, incidental and/or consequential
damages. Damages such as but not limited to loss of profits, loss of revenue, loss of savings, loss of goodwill and/or loss of
data shall be deemed as indirect and/or consequential damages and shall not give rise to any liability of a party hereunder nor
to payment of any compensation by a partyWisekey, even if the party has been advised of the possibility of such damages. Under
no circumstances shall Wisekey’s liability hereunder exceed an amount equal the net amount of the Order of Products or services
which gave rise to the liability.


 


5.6             
Wisekey shall not be liable and shall not grant any warranty to Key Tronic or any third party for any losses, damages,
liabilities, costs or expenses incurred or arising or resulting from the use of any Product as, components in (a) any military
or military related uses, application or system, including but not limited to military device, nuclear facilities, weapons device,
method, application or system (b) any spatial or spatial related uses, including device, method, application or system (c) any
medical, life saving or life support device or system, or (d) any safety device or system in any automotive application and mechanism
(including but not limited to automotive brake or airbag systems), or (e) any air traffic control device, application or system,
or (f) any other device, application or system, in connection with such uses.


 


5.7             
Wisekey shall not be liable or responsible for any litigation, lawsuit or claims incurred or arising or resulting
from the use of any Product as set out in clause 5.6.


 


5.8             
The limitations and exclusions of liability provided in this article 5 constitute an essential and determining condition
of Wisekey willingness to enter into this contract and shall apply in all circumstances, including in case of breach of a material
obligation.


 


		6.	Force Majeure



 


Wisekey shall be released from any obligation
and shall not be responsible for any damages in the event of force majeure or any event beyond Wisekey reasonable control such
as but not limited to, cases of war, rioting, fire, strikes, natural disasters or any impossibility to obtain supplies.


 


		7.	Governing Law



 


In the event of a dispute arising out of
or in connection with this Agreement, including but not limited to, its formation, validity, construction, performance, expiration
or termination, which cannot be settled by the Parties by mutual agreement, each party irrevocably agrees that any legal action,
suit or proceeding brought by it must be brought solely and exclusively in, and will be subject to the service of process and other
applicable procedural rules of London, United Kingdom and each party irrevocably submits to the sole and exclusive personal jurisdiction
of the courts in London, United Kingdom, generally and unconditionally, with respect to any action, suit or proceeding brought
by it or against it by the other party, including but not limited to summary proceedings.


 






    
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This Agreement shall be governed and construed
according to the laws of England & Wales without reference to any conflicts of laws provisions.


 


		8.	Terms and Conditions



 


All purchases of Products by Key Tronic
from Wisekey during the term of this Contract shall be subject to the terms and conditions of this Contract and of Wisekey’s
General Terms and Conditions of sale, the current version of which is attached hereto as Exhibit B and incorporated herein by reference.
In case of any inconsistency between this Contract and Wisekey’s General Terms and Conditions of sale, the provisions of
this Contract shall prevail. Wisekey may update or modify its General Terms and Conditions of sale from time to time, and such
updated or modified version thereof will, upon written notice to Key Tronic, apply in relation to any future orders of Products
by Key Ironic from Wisekey hereunder Key Ironic.


 


IN WITNESS WHEREOF the Parties hereto have
through their duly authorized representatives caused this Contract to be executed on the date first written above.


 


	 	 	 
	
        For and on behalf of

        Wisekey Semiconductors

         

        Name: Bernard Vian

         

        Title: General Manager

         

        /s/ Bernard Vian
	 	
        For and on behalf of

        Key Tronic Corporation

         

        /s/ Brett Larson

         

        Name: Brett Larson

         

        Title: EVP and CFO 



 






    
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Appendix A


 


		1.	Buffer Stock



 


Key Tronic shall place to Wisekey a Buffer
Stock Purchase Order for a quantity of Products to be stored in the Buffer Stock.


 


		2.	Agreed Product List (APL) table



 


The Products covered by this Contract are
the following.


 


	Product Type	Minimum 

Delivery 

Quantities 

(MDQ)	Estimated Delivery 

time ex Buffer Stock	Estimated replenishment lead-

time
	AT9OSCR075LOKXX21-Z1T	24,5 Ku	5 calendar days	20 weeks
	AT9OSCR2OOLHS-Z1T	4.9 Ku	5 calendar days	20 weeks


 


		3.	Forecast



 


Every month, Key Tronic shall provide a
12 months rolling forecast for the delivery of Products. Forecasts will be reviewed on a monthly basis by Wisekey and Key Tronic.


 


		4.	Buffer Stock inventory



 


The inventory of Products to be part of
the Buffer Stock will be defined and agreed between the Parties based on the provided forecasts. The quantity of Products will
correspond to the average monthly quantity to be delivered in the coming twelve months with adjustment linked to the MDQ. It shall
be reviewed during the monthly forecast meetings and may be adjusted pursuant to 7.2.


 


The initial Buffer Stock herebelow has
been agreed at the time of signature of this Contract. Subsequent changes to Buffer Stock must be approved in writing by Key Ironic.


 






    
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	Product Type	Initial Buffer Stock 

inventory	Packaging	Unit Price
	AT9OSCR075LOKXX21-Z1 T	49 Ku	QFN32 - 

Tray	USD 0.70
	AT9OSCR2OOLHS-Z1T	9.8Ku	QFN32 - 

Tray	USD 1.30


 


Once Buffer Stock Inventory is pulled even
partially, Wisekey has the responsibility to replenish inventory to satisfy the agreed Buffer Stock level. At reception of a Call
Off Purchase Order (as per conditions described in section 5 below), Wisekey will send an Order Acknowledgement for the delivery
of the Call Off Purchase Order and an Order Acknowledgement for the replenishment of the Buffer Stock inventory.


 


		5.	Purchase Orders



 


When placing Purchase Orders, Key Tronic
shall instruct Wisekey whether the parts should come from the Buffer Stock (“Call Off Purchase Orders”) or not.


 


The Buffer Stock may be pulled in full
quantity or in parts / increments of Minimum Delivery Quantities.


 


		6.	Prices



 


Key Tronic will be liable for this Buffer
Stock inventory at the prices set forth below. Products shall be delivered FCA Incoterms 2010.


 


	Product Type	Packaging	Unit Price
	AT9OSCR075LOKXX21-Z1T	QFN32 - Tray	USD 0.70
	AT9OSCR200LHS-Z1T	QFN32 - Tray	USD 1.30



 






    
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		7.	Buffer Stock Management



 


		7.1	Reports



 


To monitor the Buffer Stock quantities,
Wisekey will provide to Key Tronic a monthly written update on the buffer stock quantities.


 


		7.2	Buffer Stock remainder and exceeding quantities



 


In the event a Product Type has not been
delivered for 4 months or more, Wisekey may, for that Product Type:


 


		·	ship the remainder of the Buffer Stock not yet pulled to Key Tronic and invoice the corresponding amount.



 


		·	finish manufacturing the WIP (Work In Progress) necessary to replenish the Buffer Stock, if any, ship the products to Key Tronic
and invoice the corresponding amounts to Key Ironic



 


In the event that the number of units of
a Product Type stored in the Buffer Stock is higher than the average monthly number of units of that Product Type delivered during
the last 6 months and forecasted for the next 6 months, Wisekey may ship the exceeding quantity to Key Tronic and invoice Key Tronic
the corresponding amount.


 


In that case, Key Tronic shall amend its
Buffer Stock Purchase Order so that the quantity of Products in the Buffer Stock Purchase Order corresponds to the quantity of
Products to be stored by Wisekey in the Buffer Stock.


 


		7.3	Buffer Stock refresh



 


Wisekey will ensure the Products will be
refreshed to avoid date code aging in accordance with industry standard practices.


 


		8.	Availability of Products



 


Wisekey will apply JEDEC 48 Standard for
product end-of-life. WISeKey shall provide a written notice to Key Tronic, allowing 6 months from the notice to place final orders,
and 12 months from the notice for final shipments.


 






    
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Appendix B


 


GENERAL TERMS AND CONDITIONS OF SALE OF WISEKEY SEMICONDUCTORS


 


Article
1 - Scope of application


 


By placing an order with WISeKey Semiconductors
or one of its subsidiaries (hereinafter referred to as « WISeKey Semiconductors »), Customer shall be deemed to accept
these general conditions of sale without qualification, and in spite of any specific clauses to the contrary that may appear on
Customer’s order form or general conditions of purchase.Acceptance of any supplementary conditions shall not amount to a waiver of these general conditions of sale.These conditions shall systematically govern any supplies provided by WISeKey Semiconductors to the exclusion of any documents
such as brochures, catalogues, literature, or drawings that may be issued by WISeKey Semiconductors for information purposes and
that have no binding value.


 


Article
2 - Products


 


The word “Products” means the
goods, products, materials, software, supplies, parts, assemblies, technical data, drawings, services, supplied by WISeKey Semiconductors.


 


Article
3 - Orders


 


Customer’s orders constitute an offer
to contract and will be provided to WISeKey Semiconductors in written form (the “Order”). The Order shall only become
a binding contract between Customer and WISeKey Semiconductors upon WISeKey Semiconductors’ issuance of WISeKey Semiconductors’
acknowledgment of Order. Said contract shall be governed by and deemed to incorporate all applicable terms and conditions set forth
herein.


 


Article
4 - Deliveries


 


Except as otherwise agreed in writing
by WISeKey Semiconductors, delivery shall be deemed to take place when the Products have been given to a carrier designated
by Customer, or failing that, chosen by WISeKey Semiconductors, or have been made available at the premises mentioned in the
notification issued by WISeKey Semiconductors, to Customer that the Products have become available. Delivery times are only
indicated approximately and may in no event justify the payment of penalties for delay damages, withholding of payment, or
the cancellation of any orders in progress, regardless of their causes, length or consequences.


 


Article
5 - Transfer of risks - Transport


 


Products shall be sold FCA (Incoterms 2010)
unless otherwise indicated in writing by WISeKey Semiconductors and shall be carried at the risk of Customer, notwithstanding the
reservation of title provision as per article 14 herein, and regardless of the stipulations in the Order pertaining to the transport.



 






    
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 Products shall be transported at
the expense of Customer, including all insurances, by the carrier designated thereby, or otherwise chosen by WISeKey
Semiconductors. Customer shall be responsible for submitting any observations and reservations to the transport in the
event of any loss or damage during transport, by registered letter with return receipt, or by an extra judicial
(extra-judiciaire) document within three days as from the receipt of the Products (article L. 133-3 of the French Commercial
Code).


 


Article
6 - Non compliance


 


WISeKey Semiconductors shall use its
commercially reasonable efforts to deliver the exact quantity of Products, as set out in the relevant Order. However, for
Products consisting of integrated circuits, any variation in WISeKey Semiconductors’ supplies of plus or minus 5% of
the ordered quantity, will be tolerated and deemed in compliance with Customer’s Order. Furthermore, in the event of
non-compliance of the delivery to the Order, Customer shall forward any such claim to WISeKey Semiconductors within a period
of fifteen (15) days as from the delivery date. No claims shall be taken into account if they are received after said
deadline. Any Products that may be recognised by WISeKey Semiconductors as defective will be replaced, free of charge and in
the same quantities, excluding any indemnification or damages.


 


Article
7 - Prices


 


Prices stated and accepted under the
Order herein shall be firm and given on an FCA (Incoterms 2010) basis, exclusive of taxes and packing. All taxes and customs
duties of any kind shall be charged to and paid by Customer. In addition, if during the fulfilment of the Order, due to any
economic, political or legal circumstances, the spirit and economics of the relations between the parties should be modified
to the extent that the fulfilment of the Order is rendered detrimental to WISeKey Semiconductors the parties undertake to
renegotiate the terms of the Order in order to remedy such unreasonable effect as far as is reasonably possible. In such a
case, WISeKey Semiconductors shall send a written report on the circumstances. The parties shall meet within thirty (30) days
as of the date such written report is provided to Customer. Should the parties fail to reach an agreement within a period of
sixty (60) days as of said date the written report is provided to Customer, WISeKey Semiconductors, may terminate as of right
the remainder of the Order (by giving one (1) month’ prior notice). Should the parties reach an agreement, they shall
pursue the Order and their commercial relations in accordance therewith. Such agreement shall be contained in an amendment to
the Order signed by both parties.


 






    
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Article
8 - Invoicing — Payment


 


8.1.
Except as otherwise agreed in writing by WISeKey Semiconductors, payments shall be made in United States Dollars (US$) and
shall be payable at WISeKey Semiconductors, it being understood that the first Order is payable for a total amount upon WISeKey
Semiconductors’ acceptance of the Order and for subsequent Orders within a period of thirty (30) days as from the date of
the invoice, net and without discount.


 


8.2.
In the absence of payment within the deadlines stipulated in 8.1 above, Customer shall be liable for the payment of an indemnity
corresponding to 10% of the unpaid sums, with a minimum of 40 Euros in accordance to the applicable law, as well as penalties for
late payment calculated by applying to the outstanding sums the then current rate of European Central Bank for its refinancing
operations plus 10 percentage points. Any claims shall not release Customer from paying each invoice on the due date. In the event
of any delay or failure to pay for all or part of the Products on the due date, any outstanding amounts owed to WISeKey Semiconductors,
by Customer shall immediately become payable, even if they have not become due. In addition, in the absence of any remedy 48 hours
after formal notice, WISeKey Semiconductors shall be entitled either to terminate as of right the Order and/or any Orders in progress
and/or to request the return of any Products already delivered, pursuant to the reservation of title provision in article 14.


 


Article
9 - Intellectual and industrial property rights


 


9.1.
All intellectual or industrial property rights relating to the Products shall remain the exclusive property of WISeKey Semiconductors.
The payment by Customer of the price for such Products shall not constitute any assignment of such rights or any licence thereto
(except for the license on Software set out in Section 9.2 below).


 


9.2.
Customer warrants that any manufacturing and/or integration process implemented by or for Customer and/or any Customer
products incorporating or operating in conjunction with, any Products supplied hereunder, shall not infringe any intellectual
or industrial property rights of third parties.Customer shall be fully responsible for any claim or action being brought by
a third party, as a result of which the manufacturing and/or integration process implemented by or for Customer and/or any Customer
products incorporating or operating in conjunction with, any Products supplied hereunder, is prohibited, limited or modified.Customer
shall ensure that the use of the Products is not infringing any third party intellectual and/or industrial property rights and
WISeKey Semiconductors, hereby disclaims any warranty of non- infringement of such rights in relation to such use.Customer
shall defend, hold harmless and indemnify WISeKey Semiconductors from and against any liabilities, damages, costs, expenses and
losses arising out of or in connection with such claim or action.Customer also undertakes to indemnify WISeKey Semiconductors
against the entire damage, losses and costs caused to WISeKey Semiconductors because of any partial or total non-performance of
the Order by Customer.Customer acknowledges that in the event of any proceedings being brought against it for infringement
of any property rights whatsoever belonging to a third party, WISeKey Semiconductors shall be entitled to automatically terminate
as of right any Orders in progress by sending a registered letter return receipt requested, without prejudice to its rights and
remedies with respect to Customer.


 






    
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9.3.
Any software provided as a Product or integrated in any Products (hereafter the “Software) is protected by copyright
pursuant to the applicable international conventions and, as the case may be, by other intellectual property rights. Subject to
third party rights on licensed technology integrated by WISeKey Semiconductors in the Software, Customer acknowledges that WISeKey
Semiconductors has exclusive property rights to the elements of the Software. Therefore, Customer shall not claim or challenge
any rights to the Software. WISeKey Semiconductors hereby grants to Customer a non-exclusive, non-transferable, worldwide right
to use any Software only for the duration specified in the Order or otherwise for the useful life of the Product.


 


9.4.
Subject to compliance with the legal exceptions strictly enumerated in article L.122-6-1 of the French Intellectual Property
Code, Customer shall not modify, alter, adapt, translate reformat, copy, display, distribute and transmit without incorporation
into the Products, publish, license, create derivative works from, or obtained by, reverse-engineer, decompile, disassemble or
in any way attempt to create or to discover source code from, the Software or any portion thereof. WISeKey Semiconductors retains
the right to correct the Software and Customer agrees to make a written request to WISeKey Semiconductors and provide WISeKey Semiconductors
with reasonable notice prior to exercising any statutory right in relation thereto. Rights holders reserve all rights granted by
French regulations, including but not only rights enumerated into article L. 122-6 and L. 122-6-1 of the French Intellectual Property
Code.


 


Article
10 - Warranty and Liability Limitations


 


10.1.
WISeKey Semiconductors warrants that the WISeKey Semiconductors Products supplied hereunder will under normal and proper
use, be free from defects in material and workmanship and will conform to WISeKey Semiconductors’ applicable standard written
specifications or, if appropriate, to the specification accepted in writing by WISeKey Semiconductors for a period of one (1) year
from the date of delivery (the “Warranty period”).


 


10.2.
These obligations only apply if (i) written notice is received five days after discovery of the defectiveness by Customer
and before the expiration of the Warranty period, (ii) after WISeKey Semiconductors’ written authorization, Products are
returned to WISeKey Semiconductors’ original shipping point, freight charges prepaid, and (iii) after examination Products
are recognised as defective by WISeKey Semiconductors. WISeKey Semiconductors’ warranty shall be limited to the repair or
the replacement, free of charge, of any Products that may be recognised as defective by WISeKey Semiconductors.


 


10.3.
This warranty will not apply if the Products are subject to operating and/or environmental conditions in excess of the maximum
values stated in the applicable specifications or otherwise have been subject to, including but not limited to, misuse, tampering,
neglect, improper installation, abnormal stress, repair, modification, alteration or damage.


 


10.4.
Except as is set out in this section 10, WISeKey Semiconductors grants no other warranties, either expressed or implied,
including any implied warranties of quality, merchantability and fitness for a particular purpose. The parties hereby expressly
waive and disclaim the statutory warranty of hidden defects.


 






    
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10.5.
In no event shall WISeKey Semiconductors be liable under any legal theory for any indirect, special, incidental and/or consequential
damages. Damages such as but not limited to loss of profits, loss of revenue, loss of savings, loss of goodwill and/or loss of
data shall be deemed as indirect and/or consequential damages and shall not give rise to any liability of WISeKey Semiconductors
hereunder nor to payment of any compensation by WISeKey Semiconductors, even if WISeKey Semiconductors has been advised of the
possibility of such damages. Under no circumstances shall WISeKey Semiconductors’ liability hereunder exceed an amount equal
the net amount of the Order of Products or services which gave rise to the liability.


 


10.6.
WISeKey Semiconductors, shall not be liable and shall not grant any warranty to Customer or any third party for any losses,
damages, liabilities, costs or expenses incurred or arising or resulting from the use of any Product as, components in (a) any
military or military related uses, application or system, including but not limited to military device, nuclear facilities, weapons
device, method, application or system (b) any spatial or spatial related uses, including device, method, application or system
(c) any medical, life saving or life support device or system, or (d) any safety device or system in any automotive application
and mechanism (including but not limited to automotive brake or airbag systems), or (e) any air traffic control device, application
or system, or (f) any other device, application or system, in connection with such uses.


 


10.7.
WISeKey Semiconductors shall not be liable or responsible for any litigation, lawsuit or claims incurred or arising or resulting
from the use of any Product as set out in clause 10.6.


 


10.8.
The limitations and exclusions of liability provided in this article 10 constitute an essential and determining condition
of WISeKey Semiconductors willingness to enter into this contract and shall apply in all circumstances, including in case of breach
of an essential obligation.


 


Article
11 - Confidentiality


 


Any information that may have been brought
to the knowledge of Customer in the context of the Order, whether or not it is covered by an intellectual property right and regardless
of its nature, in particular and without limitation any documents, specifications, studies, designs, drawings, know-how, tools
and components (referred to hereinafter as “the Information”) shall remain strictly confidential.


 


Customer undertakes not to disclose or
forward the said Information to any third party, and to take any necessary measures to ensure compliance with this confidentiality
clause by its respective members of staff. The confidentiality obligations set forth herein will be valid for a minimal period
of five (5) years as from disclosure. However, confidentiality obligations with respect to any source code will be valid for the
whole duration of protection by the applicable intellectual property rights.


 


Article
12 - Force maieure


 


WISeKey Semiconductors shall be released
from any obligation and shall not be responsible for any damages in the event of force majeure or any event beyond WISeKey Semiconductors,
reasonable control such as but not limited to, cases of war, rioting, fire, strikes, natural disasters or any impossibility to
obtain supplies.


 






    
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Article
13 - Reservation of title


 


THE TRANSFER OF TITLE TO THE PRODUCTS
(EXCLUDING TITLE TO INTELLECTUAL PROPERTY RIGHTS) SHALL BE SUBJECT TO THE FULL PAYMENT OF THE PRICE BY CUSTOMER ON THE DUE DATE.
PAYMENT SHALL NOT BE DEEMED TO HAVE TAKEN PLACE UNTIL THE RECEIPT BY WISeKey Semiconductors OF CLEARED FUNDS.


 


In the event that payments are not made
upon due date, WISeKey Semiconductors reserves the right to take back the delivered Products at the risk and expense of Customer
in accordance with the provisions of article 8.


 


Article
14 - Applicable law - Jurisdiction


 


THE PRESENT GENERAL CONDITIONS OF SALE
AND ANY ORDERS SHALL BE GOVERNED BY THE LAWS OF FRANCE EXCLUDING ANY CONFLICTS OF LAWS RULES. THE UNITED NATIONS CONVENTION ON
CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THESE TERMS.


 


Any dispute that may arise out of or in
connection with these GENERAL CONDITIONS OF SALE and/or any subsequent Orders, including without limitation, the formation, validity,
construction, performance, expiration or termination of the ensuing contract, shall be referred to the exclusive jurisdiction of
the competent courts within the jurisdiction of the Court of Appeal of Aix en Provence, France, including in case of plurality
of defendants, contribution or guarantee claims or any third party proceedings, and/or summary proceedings.


 


Article
15 - Termination


 


Except as otherwise expressly provided
in these General Conditions of Sales, in case of breach of its obligations by Customer, WISeKey Semiconductors may terminate any
Order as of right on expiration of a seven (7) day prior written notice, if Customer has failed to cure such default during such
prior notice period, without prejudice to any indemnity, penalty, damages and/or remedies WISeKey Semiconductors may have.


 





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