URUS GROUP
v02.00 2026.06.22

As used in these Terms and Conditions for Sales Allies (this “Ts&Cs Agreement“) and in the other terms and conditions that comprise this Agreement (as this and all capitalized terms are defined in this document or, if not so defined, in the Ts&Cs for Sales (defined below)): (1) the term “Supplier” has the meaning ascribed to it in the applicable Signed Agreement that references this Ts&Cs Agreement, and (2) the term “Sales Ally” means the value-added reseller (VAR), authorized reseller, sales agent, sales broker, or other sales ally of Supplier that is set forth as the other party in such Signed Agreement.

If and when the Sales Ally orders and/or purchases directly or indirectly from Supplier, the term “Customer” in the Ts&Cs for Sales refers to the Sales Ally.

In consideration of the mutual representations, warranties, and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Supplier and Sales Ally, the Parties agree as set forth above and below.

Except to the extent: (1) Sales Ally orders and/or purchases directly or indirectly from Supplier and the following conflict with Supplier’s other written and/or electronic terms and conditions for sales that can be obtained from Supplier’s representative (each of the foregoing, a “Specific Term“), including on Supplier’s website (including the Terms and Conditions for Sales posted at https://www.urus.org/TsCsforSales (the “Ts&Cs for Sales“), which are hereby deemed to be incorporated into this Ts&Cs Agreement as if fully restated herein), and/or (2) the following conflict with a Duly Signed Writing by Supplier and Sales Ally addressing the subject matter hereof and/or thereof (each, a “Signed Agreement” and all of the Signed Agreements together with all Specific Terms and this Ts&Cs Agreement, as each and all of them and their elements may be amended from time to time as permitted by the same, this “Agreement“), to the maximum extent permitted by law:

1. Applicability; Generally.

1.1. Application. This Agreement sets forth the terms and conditions that apply to the relationship between Sales Ally and Supplier. If Sales Ally orders and/or purchases directly or indirectly from Supplier, then: (a) this Agreement also sets forth the terms and conditions that apply to all Supplier offerings, whether goods, items, rights, services, and/or other deliverables (each, an “Offering“), to Sales Ally and/or Sales Ally’s customers, directly or indirectly, and to all orders and other requests by (or on behalf of) Sales Ally for any Supplier offering (each, an “Order“); (b) Supplier’s acceptance of any Order by (or on behalf of) Sales Ally and/or Sales Ally’s customers and each provision of an Offering (directly or indirectly) thereto is expressly made conditional on assent to this Agreement; (c) by providing any Order for any Offering and/or by receiving (after indicating a desire for) any such Offering, Sales Ally shall be bound by this Agreement, whether or not Sales Ally acknowledges or otherwise signs it; and (d) such Order/receipt constitutes Sales Ally’s assent to this Agreement.

1.2. Incorporation. This Ts&Cs Agreement and the Specific Terms are deemed to be incorporated into (as if fully restated in) each Signed Agreement, Order, and written or electronic communication or document exchanged between Sales Ally and Supplier (together, the “Parties”) related to this Agreement (however, the term “Signed Agreement” as used in this Ts&Cs Agreement means such Signed Agreement before such incorporation/restatement). If a specific version of this Ts&Cs Agreement is not referenced therein or attached thereto, the version that is applicable thereto is the version of this Ts&Cs Agreement posted at https://www.urus.org/TsCsforSalesAllies on the date the first Party signs the corresponding Signed Agreement, and to the extent specific versions of the Specific Terms are not referenced therein or attached thereto, the versions that are applicable thereto are the versions that are posted on Supplier’s website (or if not posted, that are available upon request by Supplier’s representative) on the date of such Signed Agreement, Order, or communication/document.

1.3. Master Agreements. Each Signed Agreement that is referred to as a master agreement or that is otherwise designed to apply to and/or govern one or more other Signed Agreements (each, a “Master Agreement“) is incorporated and deemed to have been restated into each of its Signed Agreements and Orders pertaining to the subject matter of such Master Agreement.

1.4. Appendices. The Parties agree that the Appendices attached to any portion of this Agreement or referenced in any portion of this Agreement are incorporated into and form an integral part of that portion of this Agreement. In the event of an irreconcilable difference between any attached or referenced Appendix and the terms and/or conditions set forth in the body (non-Appendices) of that portion of this Agreement or between the Appendices themselves: (a) the terms and conditions in Appendix A to any Signed Agreement control/govern over the body (non-Appendices) and over the other Appendices, and (b) the terms and conditions in any other Appendix to a Signed Agreement control/govern over the body (non-Appendices) of this Agreement.

1.5. Conflicts. In the case of any conflict between and/or among (a) the Description of What is to be Purchased in any Accepted Orders, (b) any applicable Signed Agreements, (c) any applicable Specific Terms, and (d) this Ts&Cs Agreement, they control/govern in the foregoing order (newest to oldest, except that any Master Agreement controls over any other Signed Agreements to which the Master Agreement applies).

2. Sales Ally’s Appointment. 2.1. Whichever is indicated in the applicable Signed Agreement to which this Ts&Cs Agreement applies, Supplier thereby appoints Sales Ally as either a value-added reseller (VAR), authorized reseller, sales agent, sales broker, or other sales ally of Supplier, and Sales Ally, by signature to such Signed Agreement, thereby accepts such appointment. Such appointment gives Sales Ally the rights set forth in such Signed Agreement, and Sales Ally shall do those things set forth in such Signed Agreement, which all are subject to the terms and conditions of this Agreement (for example, the right and obligation to: (1) resell (during the Term) the Products to third-party customers in the Territory for use within the Territory (for the Consideration described in such Signed Agreement); (2) solicit orders for the Products (for delivery during the Term) from third-party customers in the Territory for use within the Territory (for the Consideration described in such Signed Agreement); and/or (3) take inventory (as importer of record and bailee) of Products that are owned by Supplier (in volumes agreed to by the Parties) in the Territory for sales to third-parties within the Territory for use within the Territory and, taking due care, during the Term, do certain things associated with such inventory (for the Consideration described in such Signed Agreement and for any reimbursement of expenses described in such Signed Agreement).

2.2. If granted the right to resell Products, Sales Ally shall only resell Products in the Territory for delivery during the Term, and if granted the right to solicit orders for the sale of Products, Sales Ally shall only solicit such orders in the Territory for delivery during the Term.

2.3. Whichever is indicated in the applicable Signed Agreement to which this Ts&Cs Agreement applies, Sales Ally’s rights shall either be non-exclusive or exclusive, which exclusivity is subject to continued compliance with the qualifications for exclusivity set forth in this Agreement and which exclusivity does not prevent Supplier and its Affiliates from making their own direct sales. If neither is specified, Sales Ally’s rights are non-exclusive. Supplier has the right to terminate exclusivity if it could terminate the corresponding Signed Agreement and/or if the Performance Requirements have not been met.

2.4. If the Consideration and/or any reimbursed expense provided by Supplier was incorrectly calculated or otherwise becomes incorrect pursuant to this Agreement, then at Supplier’s discretion, Sales Ally shall promptly return/refund/repay/pay the excess Consideration to Supplier or Supplier shall deduct the excess Consideration from any future Consideration.

2.5. Nothing contained in this Agreement shall be construed to limit or restrict Supplier’s right, in its sole discretion, to change (whether by deletion, addition, or modification, including the right to remove any and/or all of them), at any time and from time to time, the definition of Products, Territory, or Commission by communicating the same to Sales Ally; however, such changes shall not apply retroactively to orders already placed (except as set forth in Section 7 for changes to the Products) and in the case of changes to Consideration or Territory that harm Sales Ally, no such change will go into effect before thirty (30) days following Supplier’s communication of the same to Sales Ally, except that Supplier has the right to put such change into effect immediately if it could terminate the Agreement and/or if the Performance Requirements have not been met.

2.6. Sales Ally shall notify Supplier of any dispute it may have regarding the amount of any rebate, commission, other Consideration, reimbursement, or other payment by Supplier within sixty (60) days of its alleged first due date, and Sales Ally hereby waives it’s right to later institute any action for such rebate, commission, other Consideration, reimbursement, or other payment after such sixty (60) day period, unless Supplier received such written notice within the foregoing sixty (60)-day time period.

3. General Obligations of Sales Ally. During the Term, Sales Ally shall:

3.1. use its best efforts to have the Products sold in the Territory for use in the Territory, including by advertising, marketing, and promoting the Products and by making regular and sufficient contact with present, future, and potential third-party customers, and shall vigorously promote and secure the same so as to maximize such sales;

3.2. perform its obligations set forth in the applicable Signed Agreement, all activities that are ancillary and necessary therefor, all services customarily provided by those with similar appointments in the industry, and all services consistent with, and no less than, the services performed by Sales Ally in connection with its efforts in the same capacity/appointment for other product suppliers;

3.3. establish and maintain a level of representation for the Products in the Territory that satisfies applicable Performance Requirements and shall meet or exceed such Performance Requirements, if applicable, and/or other performance standards that are mutually agreed upon;

3.4. in calling on third-party customers and potential customers, make new item presentations, and develop and implement promotional programs preapproved by Supplier in writing;

3.5. promptly respond to any and all customer inquiries regarding orders for Products, resolve deductions, handle order entry, promptly respond to requests for information, submit proposals, promptly respond to special action requests by Supplier, perform general administrative duties and assist in the collection of payments to Supplier, and otherwise perform account maintenance for third-party customers;

3.6. become adequately trained (and, as applicable, retain such reasonable numbers of employees who have been adequately trained) in the marketing, sale, and support of the Products as Supplier may, in its good faith opinion, be necessary for the Territory;

3.7. maintain such premises, facilities, and equipment for the Products as needed to support Sales Ally’s goals in the Territory;

3.8. not modify or otherwise change the Products in any way; in the event that Sales Ally modifies or attempts to modify a Products then, in addition to Sales Ally’s indemnification and other obligations hereunder: (1) any warranty provided by Supplier hereunder or otherwise shall be null and void and of no further force or effect; and (2) Supplier shall have the right to forthwith remove any exclusivity and/or terminate this Agreement upon written notice to Sales Ally;

3.9. prominently display Supplier’s trademarks in connection with the advertising, marketing, promotion, and sale of Products (and in identifying Sales Ally as having the appointment set forth in the applicable Signed Agreement) for so long as Sales Ally has the right to do so pursuant to Section 5.2;

3.10. conduct its business in a manner that Supplier finds to reflect favorably on Supplier and the Products, including by not engaging or allegedly engaging in any deceptive, misleading, illegal, or unethical business practices;

3.11. maintain sufficient insurance coverage for any and all of Sales Ally’s inventory of the Products and for Sales Ally’s normal day-to-day operations;

3.12. store, preserve, and handle any Products in accordance with the instructions, specifications, and directives provided by Supplier from time to time;

3.13. not seek or solicit the patronage, directly or indirectly, of customers outside of the Territory, not supply the Products for use outside of the Territory, and not take any action that would knowingly allow the Products to be used or resold outside the Territory;

3.14. not hold itself out as having the authority to bind or influence Supplier to any orders (because all other decisions regarding Supplier’ accepting orders and/or customers and the production of the Products are exclusively the right of Supplier);

3.15. not enter into any agreement, whether written, verbal, or electronic, on behalf of Supplier or otherwise commit Supplier in any way; and

3.16. not make any expenditure on behalf of Supplier, charge Supplier for any expenditure, or otherwise cause or play any role in causing, directly or indirectly, Supplier and/or any of its Affiliates and/or any of its or their Personnel (other than Sales Ally) to incur any cost and/or expense, except in each case as set forth in the applicable Signed Agreement or to the extent otherwise preapproved by Supplier in a signed writing; and at Supplier’s discretion, Sales Ally shall reimburse Supplier, or Supplier may deduct from amounts owed to Sales Agent or otherwise recover, the costs and expenses incurred by Supplier and/or any of its Affiliates and/or any of its or their Personnel in violation of this Section 3.16.

4. Expenses. Except as set forth in the applicable Signed Agreement: all expenses in connection with Sales Ally’s performance of this Agreement and its activities in connection with the Products and this Agreement, including travel, automobile, salaries, and supplies, and any fees required to be paid to any local authority for the importation of the Products into the Territory and any applicable licensure or registration fees with organizations or agencies within the Territory, shall be borne by Sales Ally, and Sales Ally shall be solely responsible for the payment thereof.

5. Product Promotion.

5.1. Supplier Assistance. Supplier agrees to reasonably assist Sales Ally with advertising, marketing, and promoting the Products in the Territory (subject to Sales Ally’s compliance with the intellectual property terms and conditions set forth in Section 14 and Supplier Brand Guidelines) by:

5.1.1. ensuring that English versions of sales brochures, service manuals, and other literature for the Products are made available to Sales Ally; provided, however, that any translation costs are the sole responsibility of Sales Ally;

5.1.2. acquainting Sales Ally with such new methods of selling and new applications for the Products as may be recommended by Supplier; and

5.1.3. making training or technical support available to Sales Allies and its employees, if any, in the marketing and servicing of the Products in accordance with the programs and subject to the conditions established from time to time by Supplier.

5.2. Marketing Materials and Trademarks. For the purposes of clarity, without limiting application to the rest of the Agreement, any provision in this Section 5.2 shall at all times be subject to compliance with the intellectual property terms and conditions set forth in Section 14, including the trademark use restrictions set forth therein. Furthermore, Sales Ally shall :

5.2.1. be responsible for all costs associated with advertising, marketing, and promotion in the Territory, including the creation and distribution of all related materials, except to the extent otherwise agreed to in the appliable Signed Agreement;

5.2.2. ensure that all such Sales Ally-created materials as contemplated above and all other use of Supplier’s trademarks, in each case, before any such use: (1) comply with and are consistent with Supplier’s Brand Guidelines and with all instructions issued by Supplier relating to the form and manner in which Supplier’s trademarks will be used; and (2) are preapproved in writing Supplier, which approval may be unreasonably withheld; and

5.2.3. adhere to the obligations and restrictions applicable to Sales Ally as set forth above in this Section 5.2 and in Section 14 in connection with any trademark licensed by Supplier and further abide by additional terms and conditions stipulated by such third party.

5.3. Territory Management Reports.

5.3.1. At a time and in a form agreed to by the Parties, Sales Ally shall submit for Supplier’s approval a written report (a “Territory Management Report“) for the previous twelve (12) months, which includes: (a) a report of all sales to customers in the period since the previous Territory Management Report was submitted; (b) territory demographics, including cow numbers, key accounts, industry trends and competitive analysis; (c) Sales Ally’s forecast of sales, sales budgets and projections for the Territory for the ensuing twelve (12) months; (d) current and planned advertising, marketing and promotion initiatives of Sales Ally relating to the Products; (e) any other activities being undertaken or planned by Sales Ally relating to the Products; and (f) details of any issues concerning the Products or sales.

5.3.2. Supplier shall inform Sales Ally in writing or via electronic means within ten (10) days of receiving the Territory Management Report if it does not approve the Territory Management Report and the basis for the non-approval.

5.3.3. If the Territory Management Report has not been approved, the Parties shall enter into good faith discussions regarding Supplier’s issues with the Territory Management Report. Supplier reserves the right to adjust the Performance Requirements, if any, to more accurately reflect the sales level of Products, provided that such modified Performance Requirements are not lower than those previously agreed upon.

5.4. Third-Party Subcontracting. Upon receiving Supplier’s prior written consent which consent may be unreasonably withheld, Sales Ally may enter into a written agreement with a third party to subcontract under this Agreement. Such agreement must bind such third-party subcontractor to terms and conditions which are at least as restrictive as the terms and conditions applicable to Sales Ally in this Agreement (including all releases of liability, indemnities, and representations and warranties for the benefit of Supplier), and Supplier must be a third-party beneficiary of such agreement. A copy of such subcontractor agreement must be provided to Supplier for its written approval prior to Sales Ally executing such subcontracting agreement and, upon execution, an executed copy must be provided to Supplier.

6. Audit Rights. At all reasonable times during the Term and for sixty (60) days thereafter , upon written notice to Sales Ally, Supplier or its representatives shall be permitted free access to Sales Ally’s premises to inspect the operations of Sales Ally to satisfy itself that Sales Ally is conducting its business in a manner consistent with the Law and this Agreement.

7. Product Availability. During the Term, Supplier:

7.1. reserves the right at any time and from time to time, in its absolute discretion, without incurring any liability to Sales Ally or to any of its customers, to discontinue or limit the availability of one or more of the Products at any time;

7.2. may make new or additional products available to Sales Ally (including third-party products) pursuant to the terms of this Agreement, but the Parties agree that Supplier has no obligation to do so, and if Supplier does make new products available, Supplier may present Sales Ally with additional terms and conditions that shall be applicable in connection with such new products;

7.3. may make modifications or improvements to the Products at any time but shall be under no obligation to apply the same to any Products previously delivered, ordered, and/or placed in the inventory of Sales Agent. Supplier will inform Sales Ally in writing or via electronic means of any modification or improvement at least ninety (90) days prior to implementation to assure regulatory compliance in the Territory; and

7.4. may refuse to supply any or all Products (including those ordered via an Accepted Order, without being in breach of any order) in the event that:

7.4.1. Sales Ally, or the applicable third-party customer, has failed to previously make timely payments;

7.4.2. Sales Ally is otherwise in breach of this Agreement;

7.4.3. Supplier cannot supply the order within a reasonable time; or

7.4.4. a notice of termination has been provided by either Party.

8. Additional Terms and Conditions of Sale. Any and all sales of Products by Supplier to Sales Ally or to third-party customers shall also be subject to the following terms and conditions:

8.1. Sales Ally shall have no right of action against Supplier in respect of any Claims or Losses occurring to it by reason of any failure or delay in the delivery of the Products occasioned by shortage of the Products or delays in transit of the Products or as a result of any reason which is beyond Supplier’s reasonable control.

8.2. The purchase price of the Products from Supplier shall be as published or otherwise set by Supplier, and such prices and the applicable terms and discounts may be changed at any time, and from time to time, by Supplier informing Sales Ally at least thirty (30) days in advance (which changes shall not be applicable to any orders accepted by Supplier prior to Sales Ally receiving such information).

8.3. Supplier will inform Supplier will inform the first party it delivers Products to of the Seller’s shipment date by facsimile, email, or other electronic communication or as otherwise set forth in the applicable Signed Agreement.

8.4. All currency exchange, interest, banking, collection, storage, quarantine, insurance, security, fuel surcharges, customs duties or other similar charges shall be for the account of and paid for by Sales Ally.

8.5. All orders delivered by Supplier will be subject to applicable import, export, health, veterinary and other controls and regulations of the country of shipping and the Territory, and no liability shall arise from or for Supplier’s compliance with such controls and regulations.

8.6. Among other means, payments may be made by wire transfer, EFT/ACH, or check drawn on immediately available funds, and Supplier’s preferred method of receiving payment is EFT/ACH.

8.7. Any past due amounts owing to Supplier shall incur interest at the rate of one and a half percent (1.5%) per month (18% annually) until paid in full. In the event that there has been a demonstrated inability to consistently make timely payments or Supplier informs Sales Ally of Supplier’s concern that the credit risk has changed, then Supplier may, in its sole discretion and after informing Sales Ally in writing or via electronic means, demand that subsequent orders be shipped cash on delivery (COD).

8.8. Intellectual Property in the Products remains at all times with Supplier.

9. Product Warranty.

9.1. At the time of Supplier’s delivery of Products, Supplier warrants to the direct recipient of such delivery, that the Products conform to Supplier’s specifications stated in Supplier’s documentation, including meeting or exceeding the Products’ label guarantee, if any. Products are approved for animal agriculture use only.

9.2. Sales Ally shall not make any representations or warranties (other than the warranty in Section 9.1) to any third party and agrees to disclaim any representations and warranties (other than the warranty in Section 9.1) in any of its Products-related material and, as applicable, in any of its sales agreements with third parties who purchase the Products directly from Sales Ally.

10. Term and Termination.

10.1. Term. The initial term of this Agreement shall be for one year or as otherwise set forth in the applicable Signed Agreement (the “Initial Term“) unless earlier terminated pursuant to the terms of this Agreement, and if not so terminated, the term of this Agreement shall automatically renew but only to the extent expressly set forth in the applicable Signed Agreement (each, a “Renewal Term“) until earlier terminated pursuant to the terms of this Agreement (the period between the Effective Date and such termination or expiration, the “Term“). If after the Initial Term or any Renewal Term Sales Ally continues to act as though this Agreement remains in effect and Supplier consents to the same by continuing to compensate Sales Ally for such period as Supplier had before such period, then the Term shall be deemed to have continued on a month-to-month basis and may be terminated by either Party upon thirty (30) days’ advance notice to the other Party.

10.2. Termination for Convenience. This Agreement may be terminated by any Party upon at least 90 days’ advanced written notice to the other Parties.

10.3. Termination Upon Bankruptcy or Insolvency. This Agreement may be terminated immediately by either Party at its sole option upon any of the following events occurring:

10.3.1. either Party becomes subject to a bankruptcy, insolvency, receivership, or reorganization proposal, arrangement, or proceeding;

10.3.2. either Party is subject to wind-up, liquidation or dissolution;

10.3.3. either Party suspends business, abandons, attempts to transfer or gives up possession of substantially all of its assets; or

10.3.4. a receiver or trustee is appointed for either Party, provided such appointment is not vacated within thirty (30) days from the date of such appointment.

10.4. Termination for Breach. Supplier may, in its sole discretion, terminate this Agreement, without notice or delay, upon the occurrence of any of the following events:

10.4.1. Sales Ally breaches Section 3.8, Section 14.2.2, and/or Section 8.2;

10.4.2. Sales Ally breaches any term or condition set forth in Section 12;

10.4.3. Sales Ally fails to make any payment as required in this Agreement and does not cure such breach within thirty (30) days of receiving a written request from Supplier;

10.4.4. Sales Ally fails to meet any applicable Performance Requirements, the Parties agreeing that in such a case, rather than termination of this Agreement Supplier may elect, if the relationship granted to Sales Ally is exclusive, to: (1) convert the exclusive relationship granted to Sales Ally under the Agreement to a non-exclusive relationship; and/or (2) allow one or more additional value-added resellers (VARs), authorized resellers, sales agents, sales brokers, and/or other sales allies of Supplier in the Territory, and such elections, if made, shall not prejudice any future rights or remedies available to Supplier upon any subsequent failure of Sales Ally to meet an applicable Performance Requirement or upon any other form of breach of this Agreement by Sales Ally;

10.4.5. Sales Ally breaches or threatens to breach any of its obligations set forth in Section 14 and/or Section 15; or

10.4.6. Sales Ally breaches any of the terms or conditions of this Agreement other than as set forth in the preceding subsections and, if such breach is capable of being fully cured, fails to remedy such breach within fifteen (15) days’ written notice to do so.

10.5. Obligations Following the Receipt of a Notice of Termination. Upon one Party providing the other Parties with a notice of termination, this Agreement shall remain applicable to any order for Products which Supplier had previously accepted. For any such accepted and outstanding orders under which Sales Ally has ordered Products from Supplier, Sales Ally shall pay Supplier in advance or cash on delivery (COD), as Supplier elects in its sole discretion.

10.6. Obligations Following Termination. Upon termination of this Agreement for any reason whatsoever, Sales Ally shall:

10.6.1. reconvey and release to Supplier all rights and privileges granted by this Agreement, including as set forth in Section 14.2.2.6;

10.6.2. assign to Supplier, without further consideration, any customer agreements and relationships and any third party subcontractor agreements then in effect to Supplier and/or its designee(s) (as directed by Supplier); and Sales Ally shall, within ten (10) days of termination of this Agreement provide to Supplier a written list of any outstanding obligations that Sales Ally may have to provide the Products to any customer or other third party, including the names, addresses, principal contacts, number of units of the Products, and scheduled delivery date, and all other pertinent information regarding the sale or possible sale of the Products to such customers or other third parties, as well as relevant information relating to any third party subcontractor agreements;

10.6.3. return to Supplier all advertising, promotional, and marketing collateral, and other informational or technical material given, provided, or licensed to Sales Ally by Supplier, including any software or programs;

10.6.4. cease displaying Supplier’s trade names, logos, and other trademarks and thereafter refrain from holding itself out as having any official rights in connection with the Products or as having any relationship with Supplier or its other products and services.

10.6.5. pay all amounts owing to Supplier, which amounts shall immediately become due and payable, and, if not paid in full, among its other legal rights, Supplier may at its option repossess and receive from Sales Ally all or any of the Products for which Sales Ally has paid Supplier then in the possession of or control of Sales Ally, or its subcontractors, in respect of which Supplier has not been paid; and

10.6.6. immediately cease, and shall cause its subcontractors to immediately cease, all advertising, marketing, promoting, distributing, selling, and solicitations related to the Products.

10.7. Supplier Recovery of Costs. Supplier shall, in addition to all other remedies available to it under this Agreement and under the Law, be entitled to recover from Sales Ally all reasonable costs and expenses incurred in connection with orders that Sales Ally had been obligated to fulfill before such termination but that Supplier fulfills after such termination (to the extent Supplier would not have had to (pursuant to the applicable Signed Agreement) pay the same to Sales Agent had there been no termination) and in respect of any Products that are not delivered by reason of a cancelation of any order in connection with the termination of this Agreement if such cancellation had not preapproved by Supplier in writing.

10.8. No Damages on Termination. SUPPLIER SHALL NOT, BY REASON OF THE TERMINATION OF THIS AGREEMENT, BE LIABLE TO SALES ALLY FOR COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PROFITS ON ANTICIPATED SALES OR ON ACCOUNT OF EXPENDITURES, INVESTMENTS, LEASES, OR COMMITMENTS IN CONNECTION WITH THE BUSINESS OR GOODWILL OF SALES ALLY OR OTHERWISE.

11. Representations and Warranties of Sales Ally. Sales Ally represents and warrants the following, and Sales Ally acknowledges that Supplier is relying on such representations and warranties:

11.1. Sales Ally is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation;

11.2. Sales Ally has all necessary corporate power, authority, and capacity to enter into this Agreement and each and every agreement or document to be executed and delivered pursuant hereto and to perform its obligations hereunder and thereunder;

11.3. the execution and delivery of this Agreement and each and every agreement or document to be executed and delivered pursuant hereto and the consummation of the transactions herein does not and will not:

11.3.1. conflict with or constitute or result in a breach or default by Sales Ally of any provision of its constating documents; or

11.3.2. as of the Effective Date, conflict with any agreement, instrument, permit or authority to which Sales Ally is a party or by which Sales Ally is bound;

11.4. Sales Ally has taken all actions necessary to authorize the execution of this Agreement;

11.5. Sales Ally is not aware of any reason why Sales Ally will not be able to obtain the resources, facilities, and personnel necessary to promote the Products in the Territory and/or comply with its obligations under this Agreement, including the Performance Requirements, if any;

11.6. Sales Ally, in its performance of this Agreement, uses only competent, trained professionals and performs in a professional and workmanlike manner and in accordance with any applicable professional industry standards of diligence, care, and skill recognized in the industry at the time of performance; and

11.7. Sales Ally has all necessary and applicable licenses, permits, and registrations and complies, and Sales Ally’s services hereunder comply, with all other applicable Laws.

12. Legal Compliance.

12.1. Sales Ally shall comply with the provisions of all Laws that are in force in the Territory as of the Effective Date of this Agreement and all Laws which come into force at any time throughout the Term of this Agreement in the Territory, where Laws are applicable to the performance of Sales Allies’ obligations or exercise of its rights under this Agreement.

12.2. Sales Ally shall, at its own expense, procure all permits, licenses, and certificates as may be required to lawfully perform its obligations and exercise its rights under this Agreement in the Territory (including any Import Permits).

12.3. Sales Ally shall take all steps, if any, that must be taken to satisfy all requirements applicable within the Territory with regard to declaring, recording, filing, notifying, authenticating, registering, or otherwise rendering this Agreement valid and enforceable in the Territory, including applying for and securing all approvals and registrations from all federal, state, provincial, local, and other governmental, quasi-governmental, and/or regulatory authorities to give effect to this Agreement.

12.4. Sales Ally agrees to provide Supplier with such documentation as Supplier may reasonably request to confirm that Sales Ally has satisfied the obligations set forth in this Section 13.

13. Non-Competition; Non-Solicitation.

13.1. During the Term, Sales Ally shall not directly or indirectly manufacture, produce, import, distribute, sell, solicit for sales, or advertise, and Sales ally shall have no interest either directly or indirectly in the manufacture, production, importation, distribution, sale, resale, solicitation for sales, or advertisement of, any product in the Territory that is similar to or that may otherwise compete or interfere with the sale of the Products in the Territory; any exceptions must be explicitly set forth in the applicable Signed Agreement.

13.2. During the Term and for twelve (12) months thereafter, Sales Ally shall not directly solicit or attempt to solicit any customer of Supplier or of any Affiliate of Supplier, in each case, with whom Sales Ally had contact through and/or in connection with this Agreement.

13.3. The Parties acknowledge and agree that failure to comply with this Section 13 would cause Supplier (and/or its Affiliates) irreparable harm and damage.

14. Intellectual Property.

14.1. Generally. Each Party shall retain sole ownership of all right, title, and interest in and to all of its Intellectual Property except to the extent expressly stated otherwise in this Agreement.

14.2. Trademarks.

14.2.1. Sales Ally shall have the right, during the Term, subject to compliance with the terms and conditions of this Agreement and Supplier Brand Guidelines, to display Supplier’s trademarks solely for the purposes of advertising, marketing, and/or reselling (if Sales Ally has been appointed as a value-added reseller (VAR) or other reseller) or soliciting orders for the sale (if Sales Ally has been appointed as a sales agent or sales broker) of the Products in the Territory and describing itself as having the appointment set forth in the applicable Signed Agreement. Sales Ally’s rights in this Section are limited to those Supplier trademarks related specifically to the Products and do not include any right to use any other trademarks used by Supplier or any of Supplier’s Affiliates.

14.2.2. Sales Ally agrees, with respect to Supplier’s trademarks, to:

14.2.2.1. provide, with each use of Supplier’s trademarks, notice that the same are the trademarks owned by Supplier and used with permission;

14.2.2.2. discontinue immediately, upon notice from Supplier, any practice relating to the use of Supplier’s trademarks which, in Supplier’s’ opinion, would or might adversely affect the rights, interests or goodwill of Supplier in the trademarks, and in all other cases, cease use of Supplier’s trademarks or corporate name within 30-days’ notice of such from Supplier;

14.2.2.3. not use or permit anyone else to use Supplier’s trademarks in its business or corporate name without Supplier’s prior written consent;

14.2.2.4. not contest Supplier’s title to any Supplier trademarks or effect any registrations of any Supplier trademarks under the legislation of the Territory or elsewhere worldwide;

14.2.2.5. not permit or allow the removal, renewal, or alteration of any trademarks, patent numbers, notices, name plates or serial numbers used in conjunction with the Products;

14.2.2.6. promptly take any and all steps, including those steps required by Supplier, to transfer to Supplier any rights which may have accrued to Sales Ally in the Supplier trademarks or trade names, including the execution of appropriate trademark, trade name, and domain name assignments, upon termination of the applicable Signed Agreement; and

14.2.2.7. not register or attempt to register domain names which are confusing with Supplier’s and/or its Affiliates’ domain names or which contain the name of Supplier or any of its Affiliates or any reasonably similar or confusing term without first getting Supplier’s written consent.

14.2.3. If Supplier is licensing a third party’s trademark to Sales Ally, Sales Ally shall adhere to the obligations and restrictions applicable to Sales Alley set forth in Section 14.2.2 and further shall abide by additional terms and conditions stipulated by such third party.

14.2.4. In the event that Sales Ally becomes aware of or suspects any infringement or passing off of Supplier trademarks, then Sales Ally shall immediately notify Supplier.

15. Confidentiality.

15.1. Nondisclosure and Nonuse.

15.1.1. Recipient shall maintain all Disclosed Confidential Information in strict confidence and shall not Disclose any such Disclosed Confidential Information other than to its Representatives and as Compelled by Law. Recipient acknowledges the confidential and secret nature of the Disclosed Confidential Information and its extreme value to Discloser, and Recipient shall take reasonable precautions to protect Disclosed Confidential Information from unauthorized use, Disclosure, or possession, including all precautions Recipient employs with respect to its own confidential and/or proprietary information, material, and data of a similar nature that it does not wish to be public, but in any case, no less than reasonable care.

15.1.2. Recipient shall remain responsible for the actions and inactions of its Representatives (to whom Recipient has Disclosed the Disclosed Confidential Information) in connection with the Disclosed Confidential Information as if each such Representative were bound by the terms and conditions of this Agreement as Recipient. If an act or omission of such a Representative would, if committed by Recipient, constitute a breach of this Agreement, such act or omission shall constitute a breach of this Agreement by Recipient.

15.1.3. Recipient shall use Disclosed Confidential Information only for the Purpose and not for any other purpose, and Recipient shall not use such Disclosed Confidential Information in any manner except as reasonably required for the Purpose. Recipient shall not reproduce, reverse engineer, or create derivative works from Disclosed Confidential Information without the Discloser’s signed, written consent (except that copies may be made for the Purpose if used exclusively by Recipient and its Representatives pursuant to this Agreement as such copies remain Disclosed Confidential Information hereunder).

15.1.4. Nothing in this Agreement obligates a Party to make any particular Disclosure of Confidential Information.

15.1.5. Recipient shall promptly notify the Discloser of any unauthorized use, Disclosure, or possession of Disclosed Confidential Information that comes to Recipient’s attention.

15.1.6. Upon the written or electronic request of Discloser, Recipient shall promptly cease use of the Disclosed Confidential Information and either return or destroy/delete/erase the same; however, the foregoing does not require any action to return/destroy/delete/erase Backed Up/Retained Confidential Information. Upon request, an officer or director (or, if there are none, one of the most senior leaders) of Recipient shall promptly certify the successful completion of the foregoing return and/or destruction/deletion/erasure.

15.1.7. As between the Parties, Discloser retains all right, title, and interest in and to the Disclosed Confidential Information (including all Intellectual Property rights therein and thereto), and nothing in this Agreement grants or confers any such right to Recipient by license or otherwise.

15.1.8. The Parties agree that the mere existence of this Agreement is deemed Disclosed Confidential Information of Supplier and is subject to the restrictions of this Section 15.

15.2. Compelled Disclosure. Notwithstanding anything to the contrary herein, Recipient may Disclose Disclosed Confidential Information if and to the extent Compelled by Law. Recipient shall promptly notify, to the extent practicable and lawful, Discloser in writing of such demand for Disclosure. Discloser, at its sole expense, may seek to make such Disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Disclosed Confidential Information or to narrow the scope of the Disclosed Confidential Information that must be Disclosed as Compelled by Law. Recipient shall not oppose and shall reasonably cooperate with efforts by Discloser with respect to any such request for a protective order or other relief, and Recipient shall comply with any successful revocation of or revision to the original request to Disclose as Compelled by Law. Notwithstanding the foregoing, if Discloser is unable to legally seek or obtain or does not seek or obtain a protective order (or other narrowing of the scope) and if Disclosure is Compelled by Law, Recipient may Disclose such Disclosed Confidential Information in compliance therewith without liability under this Agreement.

15.3. Confidentiality Term. This Section 15 shall remain in effect for the Disclosure Period. Notwithstanding the foregoing, Disclosed Confidential Information shall be subject to the obligations of this Section 15 for the Confidentiality Period.

15.4. Legal Remedies. Recipient acknowledges that Disclosed Confidential Information was developed or obtained by Discloser (and/or its Affiliates) by investment of significant time, effort, and/or expense, that such Disclosed Confidential Information provides the Discloser (and/or its Affiliates) with a significant competitive advantage in its business(es), and that any violation or threatened violation of this Agreement (for example, unauthorized use and/or Disclosure of Disclosed Confidential Information by Recipient or any of its Representatives (to whom Recipient had Disclosed the Disclosed Confidential Information) and/or unauthorized possession of Disclosed Confidential Information) may cause Discloser (and/or its Affiliates) immediate and irreparable harm and/or loss (which may be difficult to ascertain and which may not be adequately compensated by damages at law), and therefore, in addition to Discloser’s other available forms of relief, Discloser shall be entitled to seek injunctive relief restraining Recipient’s violation or threatened violation of this Agreement without proof of actual monetary damages and without any requirement for the securing and/or posting of any bond or other security in connection with such remedy.

16. On Site Confidentiality and Safety. If one Party will be at another Party’s premises and/or at another location designated by such other Party (including during delivery): (1) the visiting Party shall follow (and shall ensure that its Personnel follow) all reasonable safety and security rules and procedures, as communicated to it and/or its Personnel from time to time; (2) the visiting Party and its Personnel may first be required to sign a reasonable confidentiality agreement and/or other reasonable agreements governing the visit (such as those that restrict the use of a camera or other recording device); and (3) the visiting Party shall comply (and shall ensure that its Personnel comply) with any such agreements if signed.

17. Certain Compliance Requirements.

17.1. Equal Employment Opportunity Certification. To the extent Sales Ally operates in the U.S.A.: Sales Ally certifies that it/he/she abides by, and Sales Ally agrees at all times to abide by, the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a) (in accordance with Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, Executive Order 11758, the Vietnam Era Veterans Readjustment Act of 1974 and Executive Order 11701) as applicable and as amended from time to time. Each of such regulations is hereby incorporated into this Agreement by reference as if fully restated herein. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. To the extent Sales Ally operates in the U.S.A.: Sales Ally shall also, as applicable, abide by the requirements of Executive Order 13496 (29 CFR Part 471, appendix A to Subpart A), relating to the notice of employee rights under U.S. federal labor laws.

17.2. Sanctions and Export Compliance Policy. Sales Ally shall comply with the Sanctions and Export Compliance Policy located at https://www.urus.org/SanctionsPolicy, which is hereby deemed to be incorporated into this Agreement as if fully restated herein.

17.3. Anti-Bribery and Anti-Corruption Policy. Sales Ally shall comply with the Anti-Bribery and Anti-Corruption Policy located at https://www.urus.org/AntiBriberyPolicy, which is hereby deemed to be incorporated into this Agreement as if fully restated herein.

17.4. Insurance. Sales Ally shall carry and maintain general liability insurance in support of its obligations as an Indemnifying Party separate from the insurance contemplated elsewhere by this Agreement and shall provide proof of all of such insurance to Supplier from time to time at the request of Supplier.

18. Liability and Indemnity.

18.1. Products Liability of Supplier; LIMITATIONS OF LIABILITY & WAIVERS.

18.1.1. LIMITATION OF LIABILITY; DISCLAIMER OF IMPLIED WARRANTIES; DISCLAIMER OF REPRESENTATIONS OUTSIDE OF WARRANTY; WAIVERS. EXCEPT AS EXPRESSLY WARRANTED IN SECTION 9.1 ABOVE AND SUBJECT TO SECTION 9.1.6 OF THE TS&CS FOR SALES (AS DEFINED IN THIS AGREEMENT), SUPPLIER HEREBY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS, AND/OR WARRANTIES (INCLUDING ANY WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SAFETY, EFFECTS, THE EFFECTIVENESS OF THE PRODUCT, AND/OR NONINTERFERENCE AND/OR NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT, AND/OR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION). THE FOREGOING DISCLAIMER DOES NOT AFFECT THE TERMS OF ANY WARRANTIES FROM THIRD PARTIES (THAT ARE NOT SUPPLIER’S AFFILIATES AND/OR ITS AND/OR THEIR PERSONNEL). EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY STATED IN THE OTHER AUTHORIZED TERMS (AS DEFINED IN THIS AGREEMENT) AND SUBJECT TO SECTION 9.1.6 OF THE TS&CS FOR SALES (AS DEFINED IN THIS AGREEMENT), TO THE FULLEST EXTENT PERMITTED BY LAW: (A) SALES ALLY AGREES NOT TO ASSERT, UNDER ANY LAW, ANY NON-CONTRACTUAL CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PURCHASE OR USE OF ANY PRODUCT OR OTHER OFFERING, AND SALES ALLY ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATED TO THE USE, HANDLING, AND/OR STORAGE OF PRODUCTS OR OTHER OFFERINGS NOT PROVIDED BY SUPPLIER AND/OR RELATED TO DEFECTS IN ANY STORAGE CONTAINERS OR TANKS CONTAINING PRODUCTS NOT PROVIDED BY SUPPLIER; (B) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUPPLIER SPECIFICALLY DISCLAIMS ANY WARRANTY: (a) OF THE GENETIC MAKE-UP OF THE PRODUCT; (b) OF THE PERFORMANCE OF THE PRODUCT AND OTHER OFFERING; (c) OF THE ABSENCE OF PATHOGENS FROM THE PRODUCT; AND (d) THAT PRODUCT AND/OR OFFERING DESCRIPTIONS, MARKETING MATERIALS, WEBSITE CONTENT, AND/OR OTHER INFORMATION RELATED TO SUCH PRODUCTS/OFFERINGS IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR FREE; AND (C) ANY DESCRIPTION OF AN OFFERING IS FOR IDENTIFICATION PURPOSES ONLY. ANY WARRANTY THAT THE LAW DOES NOT RECOGNIZE AS BEING DISCLAIMED OR WAIVED IS LIMITED TO THE DURATION OF TEN (10) DAYS OR SUCH LONGER TIME AS MAY BE REQUIRED BY APPLICABLE LAW.

18.1.2. LIMITATIONS OF LIABILITY; WAIVERS. Notwithstanding anything to the contrary and to the maximum extent permitted by law, IN NO EVENT SHALL SUPPLIER AND/OR ANY OF ITS AFFILIATES (AND/OR ANY OF ITS OR THEIR PERSONNEL, SUCCESSORS, AND/OR ASSIGNS) BE LIABLE TO SUPPLIER OR ANY OTHER PERSON (WHETHER AN INDIVIDUAL, ENTITY/ORGANIZATION, OR OTHERWISE) FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, INDIRECT, CONSEQUENTIAL, AND/OR SPECIAL DAMAGES (INCLUDING BUSINESS INTERRUPTION, LOST BUSINESS, LOST AND/OR CORRUPTED DATA, LOST PROFITS, LOST SAVINGS, LOSS OR USE OR LACK OF AVAILABILITY OF THE PRODUCTS, DAMAGE TO GOODWILL AND/OR REPUTATION, AND/OR DEGRADATION IN VALUE OF BRANDS, TRADE NAMES, SERVICE NAMES, AND/OR SERVICE MARKS) EVEN IF IT/HE/SHE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE DAMAGES AROSE DUE TO ITS/HIS/HER NEGLIGENCE, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, FAILURE TO WARN, AND/OR STRICT LIABILITY), CONTRIBUTION, INDEMNITY, SUBROGATION, AND/OR OTHERWISE, AND REGARDLESS OF THE FORM OF DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, AND/OR LOSS.

18.1.3. LIMITATIONS OF LIABILITY; LIABILITY CAP. IN THE EVENT OF ANY LIABILITY INCURRED BY SUPPLIER AND/OR ANY OF ITS AFFILIATES AND/OR ANY OF ITS AND/OR THEIR PERSONNEL, THEIR AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL IN NO EVENT EXCEED THE AMOUNT PAID TO SUPPLIER (AND IF RELATED TO AN OFFERING, THE AMOUNT PAID TO SUPPLIER UNDER THE APPLICABLE ORDER FOR THE PORTION OF THE OFFERING THAT IS THE SUBJECT OF THE CLAIM); provided, however, that for the avoidance of doubt, no liquidated damages owed by one Party to another Party under this Agreement shall be deemed to be limited by the foregoing sentence, and the foregoing shall not be interpreted to limit Supplier’s rights and remedies to collect the payments and/or reimbursements described in the Authorized Terms, including the full purchase price (even though part of the purchase price is profit).

18.1.4. LIMITATION OF LIABILITY; REMEDIES. Sales Ally may not institute any action in any form more than one year after the cause of action has arisen. Supplier shall have no liability to any subsequent purchaser of any Offering and/or to the ultimate or other user of any Offering, in contract, tort, warranty, strict liability, and/or otherwise. Sales Ally’s exclusive right for recovery in connection with any defective Offering is limited to repair, replacement, reperformance, or refund (at Supplier’s option) of such Offering, except for any express obligations of Supplier under the Authorized Terms in connection with any governmentally-mandated recall and the reimbursement of third-party costs and losses, in each case, to the extent they are direct, actual, and reasonable and directly caused by such governmentally-mandated recall.

18.1.5. LIMITATION OF LIABILITY; ENFORCEABILITY. THE LIMITATION OF LIABILITY PROVISIONS OF THIS AGREEMENT REFLECT AN INFORMED VOLUNTARY ALLOCATION OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THE OFFERINGS AND THAT SUCH VOLUNTARY RISK ALLOCATION REPRESENTS A FUNDAMENTAL PART OF THE AGREEMENT BETWEEN SALES ALLY AND SUPPLIER.SALES ALLYSALES ALLYSALES ALLYSALES ALLYeach of the Recipient and Sales AllySales AllySales AllySales Ally

18.2. Indemnification. 18.2.1. Upon demand by Supplier, Sales Ally shall indemnify, defend (at Supplier’s election), and hold harmless Supplier, its Affiliates, and its and their Personnel from and against any and all direct and third-party (including governmental, quasi-governmental, and/or regulatory authorities’ and Supplier’s Personnel’s) Claims and associated Losses that are connected with, arise out of, and/or are related to (and in connection with defense obligations and the costs thereof, defense-related Losses and all Claims that are allegedly connected with, arise out of, and/or are related to) any Sales Ally Indemnification Claim and from and against any and all Claims and associated Losses related to any recall and/or market withdrawal caused by any Sales Ally Indemnification Claim; provided, however, that in each case, the Indemnifying Party shall not be responsible to indemnify or hold-harmless to the extent the most recent applicable adjudication or Settlement (as defined below) explicitly states that Supplier Misconduct and/or Supplier’s IP Responsibility is the direct cause of the Losses. Following the most recent adjudication or Settlement of any Claim, Supplier shall be entitled to contribution for the costs and expenses to defend the Claim (including all reasonable attorneys’ fees and other reasonable defense and investigation costs and expenses) from Sales Ally except in proportion to any such Supplier Misconduct. In the absence of an adjudicated allocation of fault, the Parties shall make good faith efforts to allocate fault between them before pursuing any related legal action against each other.

18.2.2. If requested by Supplier, Sales Ally shall promptly undertake such defense upon demand using counsel approved by a Supplier (via a Supplier Consent), which approval shall not be unreasonably withheld, delayed, or conditioned. Supplier, in its sole discretion, may participate in such defense, at Sales Ally’s sole cost and expense (including any reasonable attorneys’ fees and other reasonable defense and/or investigation costs and expenses), which shall be payable upon demand, but only if Supplier uses counsel approved by Sales Ally, which approval shall not be unreasonably withheld, delayed, or conditioned.

18.2.3. Except to the extent the Sales Ally Indemnification Claim relates to any alleged infringement (and/or interference with and/or misappropriation and/or violation) of any Intellectual Property right purportedly held by Sales Ally, Supplier, in its sole discretion and at Sales Ally’s sole cost and expense, may instead elect to defend the Claim on the Indemnified Party’s behalf and at the Indemnified Party’s expense, and, Sales Ally, in its sole discretion and at Sales Ally’s sole cost and expense, may participate in such defense using counsel approved by Supplier (via a Supplier Consent), which approval shall not be unreasonably withheld, delayed, or conditioned.

18.2.4. Obligations to defend, indemnify, and/or hold harmless shall survive the delivery of Offerings and any subsequent sale and/or other transfer of Offerings to a Third Party, and Supplier’s remedies under this Agreement are cumulative and in addition to those provided by law or any other document or agreement.

19. Miscellaneous.

19.1. Intentionally Omitted.

19.2. Amendments/Modifications; Waivers.

19.2.1. This Agreement may not be amended/modified by either Party unless each Party amends/modifies it via a signed writing.

19.2.2. None of the terms or conditions of this Agreement may be waived by a Party unless waived by such Party via a signed writing.

19.2.3. No waiver shall constitute a waiver of any other identical, similar, future, and/or other breach or matter.

19.2.4. Any delay or failure by either Party to exercise any right or remedy shall not constitute a waiver by that Party to thereafter enforce such right and obtain such remedy.

19.3. Severability. Each Party agrees that each of the obligations under this Agreement is separate, independent, and divisible from the others. If any term or condition (or any portion of any term or condition) in this Agreement is held to be invalid, illegal, or unenforceable, then to the extent allowed by law: (1) the same shall be construed and enforced so as to best effectuate the original intention of the Parties; and (2) such invalidity, illegality, or unenforceability shall not affect any other term or condition herein or the whole hereof.

19.4. Successors and Assigns.

19.4.1. Neither this Agreement nor any right or obligation under this Agreement may be Assigned by Sales Ally without Supplier’s prior written consent. Supplier may freely Assign this Agreement.

19.4.2. Any purported Assignment by one Party without the consent required by this Section 19.4 is null, void, and unenforceable against the other Parties.

19.4.3. No permitted Assignment shall relieve the Assignor of its obligations incurred prior to the date of the Assignment.

19.4.4. Subject to the foregoing, this Agreement and the rights and obligations of the Parties hereunder shall be binding upon and inure to the benefit of the Parties’ successors in interest and permitted Assigns.

19.5. Notices.

19.5.1. Each Party shall provide notices under this Agreement in writing (and not electronically, although copies of notices may be provided electronically), and such notices will be deemed received upon the earlier of: (1) actual or constructive receipt; (2) seven (7) days after mailing if mailed from the U.S.A. to an addresses within the U.S.A., postage prepaid, by certified or registered mail or airmail, return receipt requested; (3) fourteen (14) days after mailing if mailed from one country and sent to a different country or to the same country when such country is not the U.S.A., in each case, postage prepaid, with proof of receipt requested if an option in the sending country; (4) one day after such notice is sent by internationally recognized overnight mail or courier (subject to confirmation of delivery); or (5) two days after such notice is sent by internationally recognized two-day mail or courier (subject to confirmation of delivery), in each case, to the address listed in the signature block of this Agreement as the address to use for purposes of notices (or if no address is so designated, to its registered agent within the state or country of its organization/formation), or to such other address as may be designated by the receiving Party in a signed writing as the address to use for purposes of notices.

19.5.2. EACH PARTY IRREVOCABLY CONSENTS THAT THE SENDING OF PROCESS IN THE MANNER PROVIDED IN THIS SECTION 19.5 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

19.6. Governing Law; Disputes.

19.6.1. Except as required by U.S. federal law, this Agreement, each other written or electronic communication/document in connection with this Agreement, and/or each of the rights and obligations of the Parties and each claim related to and/or arising out of any of the foregoing and/or the breach thereof, including any question regarding the existence, validity, and/or termination of any agreement between the Parties regarding the subject matter hereof (in each case, whether sounding in contract, warranty, tort. or otherwise) shall: (1) be governed, construed, and enforced in all respects (including as to validity, construction, interpretation, capacity, performance, and effect) by and in accordance with the internal laws of the Governing Jurisdiction, without regard to conflicts of laws rules, where “Governing Jurisdiction” means the State of Wisconsin, U.S.A.

19.6.2. ANY LITIGATION/ACTION SHALL BE BROUGHT EXCLUSIVELY IN THE RESOLUTION JURISDICTION, where “RESOLUTION JURISDICTION” means Dane County, Wisconsin, U.S.A. EACH PARTY IRREVOCABLY CONSENTS AND SUBMITS (IN THE CASE OF LITIGATION/ACTION) TO THE JURISDICTION OF THE COURTS LOCATED IN THE RESOLUTION JURISDICTION (AS SUCH TERM IS DEFINED) AND, TO THE EXTENT PERMITTED BY LAW, WAIVES THE RIGHT TO CHANGE VENUE. COURTS IN THE RESOLUTION JURISDICTION (AS SUCH TERM IS DEFINED) SHALL CONSTITUTE THE EXCLUSIVE COURTS OF COMPETENT JURISDICTION AND VENUE FOR PURPOSES OF ANY DISPUTE (INCLUDING ALL QUESTIONS OF JURISDICTION).

19.6.3. If Sales Ally is not a U.S. resident or an entity/organization organized under the laws of any U.S. state, there may be no legal means to bring Sales Ally to court in the U.S. and/or there may be no legal means to effectively enforce a judgment by a court in the U.S. against Sales Ally. As a result, if Sales Ally is not a U.S. resident or an entity/organization organized under the laws of any U.S. state, then notwithstanding anything to the contrary (other than as set forth in Section 19.6.4), each dispute arising out of or in connection with this Agreement, each other written or electronic communication/document in connection with this Agreement, and/or each of the rights and obligations of the Parties and each claim related to and/or arising out of any of the foregoing and/or the breach thereof, including any question regarding the existence, validity, and/or termination of an agreement between the Parties regarding the subject matter hereof (in each case, whether sounding in contract, warranty, tort. or otherwise) will be referred to and finally resolved by arbitration under the LCIA Rules, which LCIA Rules are deemed to be incorporated into (as if fully restated in) this Agreement, where: (1) the number of arbitrators shall be one; (2) the language to be used in the arbitral proceedings shall be English; and (3) the seat, or legal place, of arbitration shall be in the Arbitration Jurisdiction, where “Arbitration Jurisdiction” means, Madison, Wisconsin, U.S.A.

19.6.4. Notwithstanding the means and methods of resolving any dispute between the Parties and/or the location thereof: (1) a judgment in any action and/or a decision in any arbitration may be enforced in any other jurisdiction by suit on the judgment/decision; and (2) any action for equitable relief may be brought in any court having personal jurisdiction over the defendant.

19.7. Independent Contractors. Nothing contained in this Agreement is intended to constitute or create an agency, a joint venture, a partnership, and/or a formal business organization of any kind. The status of the Parties with respect to one another is that of independent contractors. The status of Sales Ally shall be that of an independent contractor, and Sales Ally shall have no authority to assume or create any obligation whatsoever, expressed or implied, in the name of Supplier, nor to bind Supplier in any manner whatsoever. Nothing in this Agreement shall be deemed in any way or for any purpose to constitute the Parties as partners in the conduct of any business or otherwise. Supplier shall have no liability or responsibility with respect to Sales Ally’s employees or agents by virtue of this Agreement.

19.8. Not a Franchise. The Parties acknowledge that this Agreement resembles in some respects a franchise, distributor, and/or dealership agreement; however, the Parties further acknowledge and agree that no franchise, distributorship, or dealership is intended to be created by this Agreement, as the terms franchise, distributor, and dealer are defined by any applicable Law. With respect to the Laws of the Governing Jurisdiction and of the jurisdiction(s) where Sales Ally operates and/or is organized, the Parties agree that at least one element necessary to have a franchise, at least one element necessary to have a distributorship, and at least one element necessary to have a dealership, in each case, is absent, and thus no franchise, distributorship, or dealership is created by this Agreement. Nothing in this Agreement grants Sales Ally the right to operate its business under any of Supplier’s trademarks or trade name (although Supplier may use Supplier’s trademarks and/or trade names, in each case, if and as expressly permitted in this Agreement).

19.9. Product of Negotiation. This Agreement is the product of negotiation and shall be deemed to have been drafted by all Parties, and any rule of law or any legal decision that would require interpretation of any claimed ambiguities herein and/or therein against the Party that drafted it has no application and is expressly waived by the Parties.

19.10. Survival. Upon the expiration or termination of this Agreement, all rights and obligations of the Parties hereunder relating hereto shall automatically terminate except for: (1) any open orders for Products which Supplier had previously accepted; (2) any right of action occurring prior to termination/expiration; (3) all payment obligations; and (4) other terms and conditions that expressly and/or by implication are intended to survive termination/expiration (including any that pertain to limitation of liability, indemnity, representations and warranties, title, Intellectual Property, and confidentiality, including Sections 1, 10.6, 10.7, 10.8, 11, 12, 13, 14, 15, 18, 19, and 20).

19.11. Currency; Set Off.

19.11.1. All currency or funds referred to herein and all payments to be made pursuant to this Agreement shall be in the currency set forth in the applicable Signed Agreement. Supplier assumes no risk of currency exchange-rate fluctuation.

19.11.2. The sale price for the Products and any applicable charges shall be paid by Sales Ally promptly when due without any deduction or set off by Sales Ally whatsoever. SALES ALLY EXPRESSLY WAIVES ANY RIGHT TO SET OFF. Supplier reserves the right to set off any amounts due Sales Ally against any past due amounts owed by Sales Ally.

19.12. Time of the Essence. TIME IS OF THE ESSENCE FOR THIS AGREEMENT; SPECIFICALLY, IN THE CONTEXT OF THIS AGREEMENT, TIMELINES AND DEADLINES WILL BE STRICTLY ENFORCED.

19.13. Force Majeure Event. Supplier is not responsible for, and shall not be liable for any Losses resulting from, any delay and/or inability to perform if due to the following (the following, each, a “Force Majeure Event“): any situation, event, and/or circumstance whose cause is beyond such Party’s reasonable control, which includes those that are an act of God (including any hurricane, typhoon, drought, flood, earthquake, lightning, snowstorm, or other adverse weather condition or natural calamity); an act or threat of war (including, but not limited to, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition, rebellion, revolution, insurrection, military, or usurped power, or civil war), terrorism, civil disorder, act of public enemy, nuclear or utility incident, manmade environmental or natural calamity, ire, transportation facilities, explosion, fire, embargo, change (including addition, modification, and/or deletion) in any Law, biosecurity hazard, epidemic, pandemic, infectious disease, illness, injury, famine, plague, quarantine, travel restriction, accident, sabotage, or damage to tangible property; a riot, lockout, walkout, strike, slowdown, injunction, or labor dispute, disruption, or controversy, in each case, even if reasonably preventable by Supplier by acquiescing to labor’s demands; a delay in transportation; or a delay, disruption, or shortage of energy, power, water, utilities, labor, materials, supplies, equipment, or facilities, including a delay or failure of a carrier or a third-party supplier selected by Supplier to be used in Supplier’s performance, to provide that which is reasonably required for performance of such obligations. In the event of a Force Majeure Event affecting one Party, that Party shall promptly notify the other Parties and stay in reasonable contact regarding the status of the Force Majeure Event and its effects. Deliveries omitted in whole or in part while such inability remains in effect may be cancelled, without liability, at the discretion of Supplier.

19.14. Liquidated Damages Generally. By describing any liquidated damages in this Agreement, each of the Parties agrees that it may be difficult to calculate damages from the nonconformance, default, and/or breach to which the liquidated damages apply and each stipulates that such liquidated damages are a genuine pre-estimate and a fair reflection of those Losses the injured Party would suffer, are intended to remove the uncertainty, cost, and complexity of proving actual damages, and accurately reflect damages to the injured Party, in each case, as a result of such nonconformance/default/breach to which the liquidated damages apply, and such liquidated damages are the injured Party’s sole and exclusive right and remedy for such nonconformance/default/breach (but shall not limit the injured Party’s other rights and remedies, including those with respect to nonconformities/defaults/breaches to which liquidated damages do not apply and rights and remedies in connection with any other breach of a covenant, representation, and/or warranty and/or of this Agreement).

19.15. Language. The Parties mutually agree that this Agreement is stated in the English language only. Les Parties conviennent mutuellement que le présent Accord est rédigé uniquement en langue anglaise.

19.16. Electronic Delivery; Electronic Signatures. Except for legal notices, each Party consents to the use of electronic delivery of this Agreement and other communications/documents, and each such electronic delivery is deemed to have the same legal effect as hand delivery, where examples of electronic delivery include a sent email, an upload to a web portal, or a submission using software such as DocuSign® or Adobe®. Each Party further consents to the use of electronic signatures on this Agreement, and each such electronic signature is deemed to have the same legal effect as an original, wet-ink signature, where examples of an electric signature include a .pdf or other copy of a handwritten signature or a signature in the form of one or more keystrokes or movements using electronic devices (such as checking a box with a keystroke, signing using a mouse, signing using software such as DocuSign® or Adobe®, or otherwise) , except that each of the foregoing, to be binding against Supplier, must have the appearance of a cursive signature. No Party may object to the use of such authorized electronic signatures or such authorized electronic delivery as a defense to the formation of a contract, forever waiving any and all such defenses, except, in each case, those defenses that would have been available were this Agreement a hand-delivered, original, wet-ink signed document. Notwithstanding the foregoing, however, a typed name in the body or closing of an email or in a text message is not deemed to be an electronic signature or an intention to make an agreement by electronic means unless otherwise stated explicitly within such email or text message.

19.17. Counterparts. This Agreement may be signed in separate counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same document.

19.18. Interpretation. As used in this Agreement and other written or electronic communications/documents in connection with this Agreement:

19.18.1. The phrases “such as” and “for example” and any other similar expressions are not words of limitation, but rather mean “for example, but not by way of limitation”.

19.18.2. The words “including” and “includes” and any other similar expressions are not words of limitation, but rather indicate concepts such as “including, but not limited to” and “includes, but is not limited to”.

19.18.3. A capitalized term that is a grammatical form of a defined term has a corresponding meaning.

19.18.4. Words importing one gender include all other genders and expressions of non-gender.

19.18.5. References to a Party include that Party’s personal representatives, executors, administrators, successors, substitutes (including persons taking by novation), and permitted assigns.

19.18.6. Intentionally Omitted.

19.18.7. Headings and captions in this Agreement are inserted and used solely for convenience of reference and shall not control or otherwise affect interpretation.

19.18.8. Wherever appropriate (which includes in connection with the word “any”), the singular includes the plural, and the plural includes the singular.

20. Additional Definitions. As used in this Agreement:

20.1. “Affiliates” of a Party means all other entities/organizations/ persons that are directly or indirectly controlled by, controlling, or under common control with such Party, where “control” (including, with its correlative meanings, “controlling“, “controlled by”, and “under common control with”) means the direct or indirect ownership of at least fifty percent (50%) of the voting securities or equity interests, or the ability to direct the management and policies, of such entity/organization/persons through ownership, contract, or otherwise.

20.2. “Agreement” has the meaning ascribed to it in the opening paragraphs of this document.

20.3. “Appendix” means an appendix, exhibit, schedule, or addendum attached to any other part of this Agreement unless expressly stated otherwise.

20.4. “Appendix A” means the appendix that is attached to and incorporated into the Signed Agreement and first labeled as appendix A, appendix 1, exhibit A, exhibit 1, schedule A, or schedule 1.

20.5. “Arbitration Jurisdiction” has the meaning ascribed to it in Section 19.6.3.

20.6. “Assigned” means transferred, delegated, pledged, hypothecated, or otherwise disposed of, in any voluntary or involuntary manner (whether by transfer, merger or reorganization or similar transaction, consolidation, sale of all or substantially all properties and/or assets, acquisition, affiliation, division, conversion, dissolution, liquidation, or otherwise).

20.7. “Backed Up/Retained” Confidential Information means Disclosed Confidential Information that is not returned nor destroyed/deleted/erased after Discloser’s written or electronic request to Recipient to do so, if such Disclosed Confidential Information:

20.7.1. is backed up on any disaster recovery tapes or other back-up media and if actions are taken (during the entire time so backed up) that are reasonably likely to permanently prevent access to such Disclosed Confidential Information by any entity, organization, or person other than information technology and other administrative employees of Recipient or any of its Representatives who are responsible for maintaining those disaster recovery tapes and other back-up media;

20.7.2. is retained as required by Law (including in connection with any litigation preservation holds) or cannot be returned or destroyed/deleted/erased without violating the Law, and in each case, is retained in such as manner as is required by, and/or otherwise pursuant to, the Law; and/or

20.7.3. is retained by Representatives of Recipient who are Recipient’s legal advisors and who retain the same solely for evidentiary purposes and/or proof of compliance.

20.8. “Brand Guidelines” means collectively the graphics standards for Supplier and any brand guidelines for Supplier, each of which are subject to change (whether by addition, deletion, and/or modification) by Supplier without notice at any time and from time to time.

20.9. “Claims” means claims, allegations, actions, causes of actions, and demands.

20.10. “Compelled by Law” means compelled or required by a demand for Disclosure pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request, or similar requirement of Law, in each case, to the extent verified by the legal opinion of Recipient’s legal counsel. 20.11. “Confidential Information” means all information, materials, and data, whether in visual, oral, written, and/or electronic form, of a confidential or proprietary nature, including as they relate to the Discloser’s (and each of its Affiliates’) business, operations, products, services, new product plans, new service plans, and samples; analysis, compilations, memoranda, demonstrations, and explanations; customer and supplier information; marketing plans, strategic plans, and other planning; financial and production results and forecasts; supply terms and customer and supplier information; research and development activities, designs, technologies, improvements, processes, procedures, formulas, methodologies, and technical specifications; and all other Intellectual Property, in each case, regardless of whether there are any restrictive markings such as “CONFIDENTIAL” or “PROPRIETARY”. Confidential Information includes the foregoing as reproduced, summarized, and/or reflected in, and/or that formed the basis for, any analyses, notes, summaries, compilations, studies, interpretations, reports, records, extracts, and/or other materials (whether in visual, oral, written, and/or electronic form) that are prepared, directly or indirectly by, on behalf of, and/or at the request of Recipient; provided, however, that materials so prepared (by, on behalf of, and/or at the request of Recipient) are not in their entirety included in the definition of Confidential Information. Notwithstanding the foregoing, however, Confidential Information does not include information, material, or data that Recipient proves through competent evidence meets one or more of the following (the following all together, the “Exclusions from the Definition of Confidential Information“):

20.11.1. is, at the time Disclosed, or, through no fault of Recipient or any of its Representatives (to whom Recipient has Disclosed the information, material, and/or data Disclosed by Discloser), becomes generally known to the public;

20.11.2. was rightfully in the possession of or known by Recipient or any of its Representatives before being Disclosed by Discloser;

20.11.3. was rightfully Disclosed to Recipient or any of its Representatives without restrictions by a third party who is not bound by any obligation of confidentiality with respect to such information, material, and/or data; or

20.11.4. is released from confidential treatment by the signed, written consent of Discloser (to the extent of such release).

20.12. “Confidentiality Period” means the period from the date of Disclosure until the applicable information, material, and/or data either: (1) no longer meets the definition of Confidential Information (through no fault of Recipient or any of its Representatives); or (2) no longer is, pursuant to applicable law, capable of being afforded treatment as Confidential Information.

20.13. “Conventions” means collectively: (1) the 1980 U.N. Convention on Contracts for the International Sale of Goods, as amended, (2) the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended, and (3) the UNCITRAL Convention on Contracts for the International Sale of Goods, as each may be amended.

20.14. “Customer” has the same meaning ascribed to it in the opening paragraphs of this Agreement.

20.15. “Description of What is to be Purchased” means what Sales Ally or a customer is offering/ordering/requesting with respect to price, quantity, identification (such as name, number/SKU, and/or other Specifications), date(s), location(s), quality (such as “new” or “used”), and delivery term(s).

20.16. “Disclosed Confidential Information” means Confidential Information Disclosed by Discloser, including such Confidential Information as reproduced, summarized, and/or reflected in, and/or that formed the basis for, any materials that are prepared, directly or indirectly, by, on behalf of, and/or at the request of Recipient.

20.17. “Discloser” means Supplier as the Party who Discloses Confidential Information to another Party.

20.18. “Discloses” means discloses, divulges, and/or makes available directly or indirectly (including through and/or by Affiliates, Representatives, and/or Personnel).

20.19. “Disclosure Period” means the longer of the term of this Agreement or one (1) year after the Parties’ last interaction with each other in connection with the Purpose.

20.20. Intentionally Omitted.

20.21. “Effective Date” has the meaning ascribed to it in the applicable Signed Agreement.

20.22. “Exclusions from the Definition of Confidential Information” has the meaning ascribed to it in Section 22.11.

20.23. “Force Majeure Event” has the meaning ascribed to it in Section 19.13.

20.24. “Governing Jurisdiction” has the meaning ascribed to it in Section 19.6.1.

20.25. “Indemnified Party” means Supplier, its Affiliates, and its and their Personnel as parties who are indemnified and/or for whom a Party has agreed to defend and/or hold harmless, in each case, pursuant to this Agreement.

20.26. “Indemnifying Party” means Sales Ally as the Party who provides indemnification and/or agrees to defend and/or hold harmless, in each case, pursuant to this Agreement.

20.27. “Initial Term” has the meaning ascribed to it in Section 10.1.

20.28. “Intellectual Property” means all conceivable forms of intangible, proprietary, creative, technical, industrial, commercial, or informational rights, whether existing now or created, recognized, discovered, or arising in the future, in any jurisdiction, whether registered, unregistered, applied for, eligible for protection, or arising automatically, including: (1) all rights in inventions, discoveries, improvements, ideas, concepts, formulae, methods, techniques, processes, devices, machines, compositions, algorithms, models, and all patentable or non-patentable subject matter; (2) all rights in works of authorship, literary works, artistic works, software, source code, object code, databases, data sets, documentation, audiovisual works, graphics, schematics, and all other copyright or authors’ rights protected material, including derivative works, compilations, and moral rights to the fullest extent permitted by law; (3) all trademark related rights, including trademarks, service marks, trade names, logos, trade dress, brand elements, designations of origin, taglines, domain names, social media handles, and all associated goodwill; (4) all industrial design rights, design registrations, design patents, aesthetic creations, and ornamental aspects of products or interfaces; (5) all trade secret and confidentiality rights, including know-how, show-how, proprietary information, research results, business plans, financial data, customer lists, supplier information, specifications, prototypes, test data, and any information, material, or data treated or reasonably expected to be treated as confidential or proprietary; (6) all rights in geographical indications, appellations of origin, certification marks, collective marks, layout designs, mask works, semiconductor topographies, plant varieties, and similar specialized intellectual property rights; (7) all digital, data based, and emerging technology rights, including rights in machine learning models, training data, digital twins, virtual assets, metaverse property, non-fungible tokens, blockchain based identifiers, and any comparable rights arising from future current or future technological developments; (8) all rights of enforcement, including rights to sue, recover damages, seek injunctive relief, and obtain remedies for past, present, and future infringements, misappropriations, or violations regarding any of the foregoing or following; (9) all applications, registrations, renewals, extensions, continuations, restorations, and reissues relating to any of the foregoing or following; and (10) any other intellectual, proprietary, economic, moral, exploitation, or similar rights recognized now or in the future under the Laws of any jurisdiction.

20.29. “IP Responsibility” of a party means any Intellectual Property, information, equipment, materials, and/or processes/actions owned by and/or provided by that party (which, in the case of that which is provided by Sales Ally, includes that which Sales Ally uses excluding that which is owned by and/or provided by Supplier).

20.30. “Laws” means, collectively, federal, state and provincial laws, rules, regulations, local ordinances, and/or orders or other legally binding directives (as each may be amended, extended, and/or re-enacted from time to time) from any judicial or administrative proceeding and/or by any governmental, quasi-governmental, and/or regulatory authority, including under international, regional, and/or local treaties, conventions, and/or legal regimes.

20.31. “Master Agreement” has the meaning ascribed to it in Section 1.3.

20.32. “LCIA Rules” means the rules of and by the London Court of International Arbitration.

20.33. “Losses” means judgments and awards resulting from Claims, settlements of such Claims (to the extent such settlements are made with both Parties approval via a signed writing, which approval shall not be unreasonably withheld, delayed, or conditioned), and direct and/or third-party bodily injuries, illnesses, property damages, penalties, fines, liabilities, deficiencies, costs, expenses, losses, liabilities, and other damages (including all reasonable attorneys’ fees and other reasonable defense and investigation costs and expenses and including all of the foregoing in connection with any Indemnification Claim regardless of who will or has defended against such Claim).

20.34. “Offering” has the meaning ascribed to it in Section 1.1.

20.35. “Order” has the meaning ascribed to it in Section 1.1.

20.36. “Party” has the meaning ascribed to it in Section 1.2.

20.37. “Performance Requirements” has the meaning ascribed to it in the applicable Signed Agreement.

20.38. “Personnel” of a Party means its and its Affiliates’ agents, representatives, officers, owners, members, directors, managers, employees, and subcontractors (and the agents, representative, officers, owners, members, directors, managers, employees, and subcontractors of such subcontractors).

20.39. “Product Liability Claim” has the meaning ascribed to it in Section 18.1.1,

20.40. “Products” has the meaning ascribed to it in the applicable Signed Agreement

20.41. “Purpose” means establishing and, if so established, furthering a strategic business and/or contractual relationship, opportunity, investment, and/or transaction, in each case, between and/or among the Parties (including as it relates to this Agreement while it is in effect).

20.42. “Receives” means directly or indirectly receives, has been granted access to, is given, and/or has been made aware of.

20.43. “Recipient” means the Party who directly or indirectly (including through or by its Affiliates, Representatives, and Personnel) Receives Confidential Information that is Disclosed by Discloser.

20.44. “Renewal Term” has the meaning ascribed to it in Section 10.1.

20.45. “Representatives” of a Party means such Party’s Affiliates and such Party’s and each of such Affiliates’ respective directors, partners, officers, managers, employees, agents, attorneys, representatives, independent contractors, and consultants, who, in each case, have a “need to know” such Disclosed Confidential Information as required in furtherance of the Purpose and, with respect to any of the foregoing who are not employees of Recipient, who have agreed to or are otherwise legally bound by written confidentiality, nondisclosure, and nonuse obligations that are consistent with, and no less restrictive than, those contained in this Agreement.

20.46. “RESOLUTION JURISDICTION” has the meaning ascribed to it in Section 19.6.2.

20.47. “Sales Ally” has the meaning ascribed to it in the opening paragraphs of this Agreement.

20.48. “Sales Ally Misconduct” means each of: (i) Sales Ally’s breach of any representation, warranty, covenant, and/or other term and/or condition in this Agreement; and/or (ii) any negligence, willful misconduct, fraud, and/or other tortious act and/or tortious failure to act of Sales Ally, any of its Affiliates, and/or any of its and/or their Personnel.

20.49. “Sales Ally Indemnification Claim” means any Sales Ally Misconduct, Sales Ally’s IP Responsibility, Sales Ally’s conduct of its business, and/or any improper, unlawful, unreasonable, negligent, and/or defect in any action and/or failure to act of Sales Ally, any of its Affiliates, and/or any of its and/or their Personnel and/or end users (including any breach of this Agreement (including any breach of any representation and/or warranty) and/or any allegation of any condition and/or aspect of any Offering that may have resulted from any of the foregoing and/or that arose after the time of delivery to Sales Ally, such as may be the case with respect to quality, possession, storage, handling, sale, invoicing, shipping, delivery, defect (whether latent or patent), and/or failure with respect to strict liability in tort, and/or with respect to any related instructions, warnings and/or advertising and/or promotional materials).

20.50. “Schedule” means a schedule attached to an Appendix or any other part of this Agreement unless expressly stated otherwise.

20.51. “Section” means a section or subsection of this Agreement unless expressly stated otherwise.

20.52. “Signed Agreement” has the meaning ascribed to it in the opening paragraphs of this document.

20.53. “Specific Term” has the meaning ascribed to it in the opening paragraphs of this document.

20.54. “Supplier” has the meaning ascribed to it in the opening paragraphs of this Agreement.

20.55. “Taxes” or “taxes” means all foreign, federal, state, provincial, local, and other taxes, charges, fees, duties, levies, tariffs, duties, customs, withholdings, and other assessments and deficiencies of any and all kinds (including those relating to income, alternative or add-on minimum, accumulated earnings, personal holding company, franchise, business, mercantile, capital stock, net worth, capital, profits, windfall profits, gross receipts, value added, sales, use, goods and services, excise, GST, customs duties, imports, transfer, conveyance, mortgage, gifts, estates, registration, stamp, documentary, recording, premium, severance, environmental (including with respect to section 59A of the Internal Revenue Code of 1986, as amended, extended, consolidated and/or replaced and all Laws promulgated thereunder), real property, personal property, ad valorem, intangibles, rent, occupancy, license, occupation, employment, unemployment insurance, social security (or similar), disability, workers’ compensation, payroll, health care, withholding, estimated and similar items), and any and all interest, fines, and penalties thereon and additions thereto (including interest, fines, and penalties on and additions to such interest, fines, penalties, and additions), whether disputed or not, imposed, assessed, or collected by or under any governmental, quasi-governmental, and/or regulatory authority, or payable pursuant to any tax-sharing agreement or other agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally binding relating to the sharing of taxes, charges, fees, duties, levies, tariffs, duties, customs, and other assessments and deficiencies.

20.56. “Term” has the meaning ascribed to it in Section 10.1.

20.57. “Territory” has the meaning ascribed to it in the applicable Signed Agreement.

20.58. “Territory Management Report” has the meaning set forth in Section 5.3.1.

20.59. “Third Party” means an entity, organization, or person that is not a Party to this Agreement.

20.60. “Ts&Cs Agreement” has the meaning ascribed to it in the opening paragraphs of this document.

20.61. “Ts&Cs for Sales” has the meaning ascribed to it in the opening paragraphs of this document.

21. REVISIONS. THESE TERMS AND CONDITIONS FOR SALES ALLIES ARE SUBJECT TO CHANGE (INCLUDING BY ADDITION, MODIFICATION, AND/OR DELETION) BY SUPPLIER AT ANY TIME UPON NOTICE TO SALES ALLY. THE LATEST VERSION WILL BE POSTED AT HTTPS://WWW.URUS.ORG/TSCSFORSALESALLIES.