Entire Agreement. The General Terms and Conditions of Purchase (“GTCP”), the Purchase Order, and any specifications or documents attached to the Purchase Order constitute the entire and exclusive agreement (collectively the “Agreement”) between Otodata Wireless Network (“Otodata”) and Supplier (each a “Party”, collectively the “Parties”) governing all the Products and services purchased by Otodata from Supplier even if not referred in the Purchas Order, unless there is a executed Master Purchasing Agreement (MPA) between the Parties which takes precedence over this Agreement. Each Purchase Order issued to Customer by Otodata for purchasing of Products and/services is conditional upon Supplier’s acceptance of this Agreement. Supplier shall be deemed to have agreed to be bound by such terms by accepting the Purchase Order, delivering the Products, and/or performing the services.

1. DEFINITIONS

a) “Deliverable” means Product(s) or services that is referred to in a Purchase Order, and any related materials, data, documentation, and includes any Intellectual Property Rights as developed by Supplier as applicable pursuant to such Purchase Order.

b) “Item(s)” or “Product(s)” or “Products” means the equipment or hardware to be supplied by Supplier to Otodata under a Purchase Order and this Agreement.

c) “Purchase Order” or “PO” means the purchase order document issued by Otodata to Supplier for the purchase of Products and/or services, to which these standard terms and conditions of purchase are attached or incorporated by reference.

d) “Supplier” means the entity to which a Purchase Order is issued for the purchase of Product(s)s or service by Otodata.

2. ORDER OF PRECEDENCE

2.1 In the event of a conflict or inconsistency between documents constituting the Agreement, the inconsistency will be solved by the order of precedence as following:

i. Written or typed provisions on the face of the Purchase Order, as applicable;

ii. An executed Master Purchasing Agreement (MPA) covering the procurement of Product(s) or Services described in the Purchase Order;

iii. This General Terms and Conditions of Purchase

iv. Statement of Work (SOW) attached to the applicable Purchase Order.

3. PURCHASER ORDER ACCEPTANCE AND ADMINISTRATION

3.1 Supplier shall promptly acknowledge receipt of each PO within five (5) business days indicating either its acceptance or rejection thereof. If a supplier wishes to reject this PO, Supplier shall specify the reasons of rejection including the changes required for its acceptance of the PO. Otodata shall advise Supplier whether such changes are accepted or rejected by Otodata. lf Otodata accepts such changes by issuing a revision of the PO which incorporates the changes requested by Supplier, the amended PO shall be deemed to be an accepted PO.

3.2 Notwithstanding clause 3.1, the PO is considered accepted by Supplier if any of the following event occurs (i) Otodata received written confirmation of PO acceptance from Supplier by email; (ii) upon Supplier's commencement of performance of the PO, (iii) after five (5) business days from Supplier’s receipt of the PO (unless written rejection by Supplier in accordance with clause 3.1 is provided to Otodata within the said five (5) business days).

4. DELIVERY OF PRODUCT(S)S AND SERVICES

4.1 MPA Compliance. Supplier agrees to supply and deliver the Products and/or Services to Otodata on the terms including pricing and delivery schedule set out in this Agreement and the applicable Purchase Order.

4.2 Quality Compliance. Supplier warrants that (i) he is aware of its contribution to the Product(s) safety, and the Product(s) shall comply with specification, drawing, Otodata’s requirements; (ii) shall deliver new Product(s) which are made by new parts and materials only; (iii) shall notify Otodata for any quality escape or non conformance of the Product(s) or services delivery within twenty-four (24) hours of the issue discovery, and provide detailed information regarding the description of severity, impact of non-conformances to allow the affected Product(s) being traced (lot number, date, code, etc).

4.3 Shipping, Packaging, and Marking. Supplier shall ship in accordance with the shipping instruction of the PO. All the Product(s) must be suitably preserved, packaged, marked and prepared for shipment in compliance with the best commercial practice and carrier regulations at no additional charge to Otodata. Packing slip showing the PO number, part number and quantity must be included in each shipment.

4.4 Liquidated Damage. Supplier shall deliver Product(s) and/or services strictly in accordance with the delivery schedule, quality, and specifications stated in the PO. In the event Supplier foresees or encounters difficulty in meeting the delivery schedule of a PO, it shall immediately notify Otodata in writing giving pertinent details and a recovery schedule acceptable to Otodata. For any late delivery, Otodata is entitled to remedy of liquidated damages which is one percent (1%) of PO price for each day’s lateness commencing after fourteen (14) calendar days grace period. Otodata is entitled to deduct the liquidated damage amount from its payment of the PO to Supplier.

4.5 Title and Risk Transfer. Parties agree the delivery term DAP at Otodata facility (Incoterms 2020). Title and risk of loss or damage shall pass to Otodata upon receipt of Products at the Delivery Point, unless otherwise agreed to by Otodata in writing. Otodata has no obligation to obtain insurance while Products are in transit from Supplier to the Delivery Point.

5. INSPECTION, ACCEPTANCE, REJECTION

5.1 All the Product(s) delivered by Supplier shall be subject to Otodata’s inspection result. Otodata shall have the right to reject any Product(s) that are delivered that are in non-compliance with the terms of the PO and this Agreement in terms of quality, quantity, and other compliance requirements.

5.2 Otodata’s inspection, testing, or acceptance or use of the Product(s) or Services shall not limit or otherwise affect Supplier’s warranty obligations on the Product(s) or Services, and such warranties shall survive inspection, test, acceptance and use of the Products or Services.

5.3 Otodata shall be entitled to return rejected Product(s) to Supplier at Supplier’s expense and risk of loss, at Otodata’s option, either: (i) full credit or refund of all amounts paid by Otodata to Supplier for the rejected Product(s); or (ii) replacement Product(s) to be received within the time period specified by Otodata.

6. PRICE, INVOICE, PAYMENT

6.1 Pricing. Price for Product(s) and/or Services are set out in the applicable PO. Any price increase or additional charges imposed by Supplier that are not set out in the PO shall not be effective unless agreed to in advance in writing by Otodata.

6.2 Invoice. Invoice issued by Supplier must contain the following information (when applicable): Name and Description of the Product(s) or Services, part number, quantities, unit price, freight charges (as applicable), and total price.

6.3 Taxes. Supplier is responsible for all federal, state, provincial or local taxes, duties, tariffs, fees, imposts, levies, charges (including export customs duties and import charges), and other costs whatsoever which is required to be imposed upon the Items ordered, or by reason of their sale or delivery, other than any applicable Sales Taxes.

6.4 Payment Term. Standard payment terms are net sixty (60) days form receipt of Supplier’s undisputed invoices and final acceptance of the Product(s) and services by Otodata unless otherwise specifically indicated in the PO if different with the standard payment terms.

6.5 Withhold, Offset. Otodata may withhold from payment to Supplier any invoiced amount that is subject to a dispute in good faith or offset an amount from the invoice amount to reimburse Otodata from any loss, damage, expense, cost or liability relating to Supplier’s failure to comply with any requirement of a PO, or this Agreement, or the applicable Master Purchasing Agreement.

7. LEGAL COMPLIANCE

7.1 Supplier shall carry out its obligations under this Agreement and the applicable PO, including the performance of services, Supplier shall obtain all applicable permits, licenses, exemptions, consents and approvals required for Supplier to manufacture and deliver the Product(s) and perform the services.

8. Quality Requirements

8.1 Supplier must be certified by ISO 9001(where required by Otodata). If required, Supplier warrants that all the Products manufactured and delivered to Otodata by Supplier shall be in accordance with a quality standard that meets the requirements of ISO 9001. Supplier’s facilities, manufacturing process, quality control, and inspection system are subject to review, inspection, audit and analysis by Otodata and its customers. Supplier shall also comply with the quality terms specified in the applicable PO.

9. WARRANTY

9.1 Product(s) Warranty

9.1.1 Supplier warrants that each Product furnished (including any replacement Item or repaired Item) shall: (i) confirm to and meet the specifications, drawings, descriptions and the standard of Otodata approved sample; (ii) be merchantable; (iii) free from defect(s) in material and workmanship, and fit for the purpose intended; (iv) be new and not made by counterfeit parts or material.

9.1.2 Such warrant stated above, together with Supplier's service guarantees, if any, shall survive inspection, test, acceptance of and payment for the Product and shall be vested (-to Otodata, its successors, assigns and Otodata’s customers and shall remain in full force twelve (12) months after delivery to Otodata.

9.1.3 Supplier shall repair or replace, free of charge, any defective Item within thirty (30) days upon receipt of Otodata’s request. Items or part thereof so replaced or repaired shall be subject to this warranty for the balance of the original warranty period outstanding at the time of discovery of the defect or twelve (12) months from the date of receipt of the repaired or replaced Item whichever is longer, and such balance of the warranty period shall begin to run only from the date of receipt of the repaired or replaced Item by Otodata. Seller upon receipt of a defective Item will prepare a failure analysis report and submit it to Otodata within ten (10) business days of receipt of the defective Item.

9.2 Service Warranty

9.2.1 Supplier shall perform all Services: (i) using only personnel with the required skills, training, expertise, and qualifications necessary to carry out the services; (ii) in accordance with all specifications and Otodata’s policies, guidelines, codes of conduct applicable to Supplier, and comply with applicable laws and regulations.

9.2.2 Upon Otodata’s acceptance of the Service delivered, in the event Otodata identified any issues that are non-compliant with the MPA requirements within three (3) months after acceptance of the Services, Supplier shall fix the issues or re-do the work at no cost to Otodata.

9.3 Warranty Remedies

9.3.1 In the event of breach of any of the warranties in Clause 9.1 or 9.2, and without prejudice to any other right or remedy available to Otodata (including Otodata’s indemnification rights hereunder), Supplier will, at Otodata’s option and Supplier’s expense, refund the purchase price for, or correct or replace the affected Product(s), or re-perform the affected service(s), within thirty (30) days upon receipt of written notice from Otodata. All associated costs, including costs of re-performance, inspection, repair, shipment, freight and costs resulting from supply chain interruptions will be borne by Supplier.

9.3.2 If Supplier fails to repair or replace the Product within the time periods required above, Otodata may repair or replace the Products at Supplier’s expense.

10. TERMINATION FOR DEFAULT

10.1 Customer may, by written notice to Supplier, terminate this Agreement in whole or in part in any one of the following circumstances:

a) If Supplier fails to make delivery of any of the Product(s) in accordance with the delivery schedule of the Purchase Order or any authorized extension thereof and further does not cure such failure within a period of thirty (30) days; or

b) If Supplier fails to comply with the provisions of this Agreement and does not cure such failure within a period of thirty (30) days after receipt of Customer’s notice specifying such failure.

c) If Supplier is subject to a change of control and such change is in the reasonable opinion of Otodata that said change is detrimental to its business interests.

d) If Supplier shall be dissolved, insolvent or unable to meet its obligations under this Agreement as they become due or files or has filed against it a petition under the bankruptcy laws.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 Ownership of Pre-Existing Intellectual Property. Each Party retains ownership of all intellectual property rights, including patents, copyrights, trademarks, trade secrets, and other proprietary rights that were owned or created by the Party prior to entering into this Agreement (“Background IP”).

11.2 Ownership of Work Product. All intellectual property rights including but not limited to designs, inventions, software, documentation, reports, and other deliverables created, developed, or produced by Supplier as “Deliverables” funded and paid by Otodata under a Otodata awarded Contract or Otodata issued Purchase Order shall be the sole and exclusive property of Otodata. Supplier hereby assigns to Otodata all rights, title, and interest in such Foreground IP.

11.3 License to Use Background IP. Supplier hereby grants to Otodata a worldwide, royalty-free, non-exclusive, perpetual license to use, copy, modify and distribute such Background IP as part of the Deliverables.

12. INDEMNITIES

12.1 Supplier shall indemnify, defend and hold harmless Otodata, its affiliates, and their respective officers, directors, employees, consultants, and agents (the “Otodata Indemnified Parties“) from and against any claims, fines, losses, actions, damages, expenses, legal fees and all other liabilities brought against or incurred by the Otodata Indemnified Parties or any of them arising out of: (a) death, bodily injury, or loss or damage to real or tangible personal property resulting from the use of or any actual or alleged defect in the Products or Services, or from the failure of the Products or Services to comply with the warranties hereunder; (b) any claim that the Products or Services infringe or violate the Intellectual Property Rights or other rights of any person; (c) any intentional, wrongful or negligent act or omission of Supplier or any of its Affiliates or subcontractor; (d) Supplier’s breach of any of its obligations under this Agreement; or (e) any liens or encumbrances relating to any Products or Services.

13. LIMITATION OF LIABILITY

13.1 EXCEPT FOR DAMAGES THAT ARE THE RESULT OF THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF A PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON(S) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY FOR ANY MATTER RELATING TO THIS AGREEMENT.

14. CONFIDENTIALITY

14.1 Supplier shall sign Otodata mutual NDA prior to engaging any business discussion or transaction with Otodata. In the case that there is missing an executed NDA, clause 14 shall govern confidentiality requirements between the Parties.  Each Party undertakes to the other that it shall keep the confidential information secret and will use it exclusively for purposes stated in the executed NDA or performing the executed PO or MPA, and shall not disclose any Confidential Information to any third party, without the other Party’s prior written consent, except it is compelled to be disclosed by reason of a governmental or judicial order or applicable law, provided that prior notice is given to the disclosing party to permit them an opportunity to seek protection of the Confidential Information.

14.2 All Confidential Information will be protected by each Party with at least the same level of security and care as it uses with its own Confidential Information. Each Party may disclose Confidential Information to its employee having a “need to know” for purposes of performing the PO or a MPA.

14.3 The obligations herein relating to confidentiality shall continue in full force and effect for a period of ten (10) years after the expiration or termination of the NDA or the applicable MPA; provided however, that with respect to any trade secrets contained in the Confidential Information, the confidentiality obligations will be perpetual.

14.4 Upon return request of Otodata, Supplier shall return or destroy all the Confidential Information used by Supplier for the performance of the PO or a MPA and/or owned by Otodata and provide certificate of destruction.

14.5 Each Party acknowledges and agrees that the other Party would be irreparably damaged in the event of the disclosure of its Confidential Information. Upon the occurrence of a breach or a threatened breach of the confidentiality obligations set forth in this Clause 19, the non-breaching Party shall be entitled to injunctive or other equitable relief to stop or prevent such disclosures.

15. GOVERNING LAW

15.1 The Purchase Order shall be governed, construed and interpreted in accordance with the laws of the Province of Quebec, Canada and specifically excludes the United Nations Convention on Contracts for the International Sale of Goods. The parties irrevocably attorn to the jurisdiction of the courts of Montreal in Quebec, which will have non-exclusive jurisdiction over any matter arising out of the PO or the MPA.

16. LANGUAGE

16.1 The language of this Agreement is English. If there is a conflict between this Agreement and any translation, the English version will take precedence.