These Purchase Order Terms and Conditions, together with the provisions specified in the applicable Purchase Order (as defined below) and any applicable Statement of Work (collectively, the “Agreement”), constitute the entire agreement between Company and Vendor for the provision of the Goods and/or Services specified in the Purchase Order, and supersedes all previous discussions, negotiations, and understandings between the Parties, whether oral or written. The Parties agree that the Agreement will be superseded only by a negotiated and duly signed contract between Company and Vendor that is referenced by name and date in the Purchase Order as a basis for the transaction. ANY PROPOSED ADDITION, ALTERATION, OR DELETION TO THESE TERMS MUST BE IN WRITING AND SIGNED BY COMPANY. VENDOR’S USE OF ANOTHER FORM TO ACCEPT ANY PURCHASE ORDER OR ANY OTHER DOCUMENT SUCH AS AN INVOICE, AND ANY ADDITIONAL OR INCONSISTENT TERMS OR CONDITIONS CONTAINED THEREIN, SHALL BE OF NO FORCE OR EFFECT.

1. DEFINITIONS. Unless more specifically defined elsewhere in the Agreement, the following terms, when initially capitalized, shall have the meanings indicated below:
A. Company. Reed Group Management LLC, a Connecticut limited liability company, Reed Group Canada Services ULC, a Canadian Unlimited Liability Company, or Reed Group Ltd., a Colorado corporation, as identified in the Purchase Order, each with a principal office at 10355 Westmoor Drive, Westminster, CO, 80021.
B. Delivery. The date that the Goods are received by Company or a designated agent of the Company at the “SHIP TO” location identified on the front of the Purchase Order.
C. Goods. Material, equipment, supplies, hardware and/or software to be provided by Vendor under the Purchase Order.
D. Personnel. All employees, subcontractors, agents, and other Vendor resources.
E. Purchase Order. The purchase order issued by Company for Goods or Services. In the event of a conflict between these Terms and the Purchase Order, these Terms shall control.
F. Services. All services to be performed by Vendor as described in the Purchase Order.
G. Statement of Work. A written document describing in further detail the Goods and/or Services purchased under a Purchase Order and signed by both parties. In the event of a conflict between these Terms and a Statement of Work, these Terms shall control.
H. Vendor. The entity responsible for providing Goods and/or Services identified by the Purchase Order. Together with Company, the “Parties.”
I. Work Product. All documents, reports, analyses, drawings, designs, images, works of art, test results, marketing research data, computer programs, software object and source code, documentation, enhancements, modifications and other materials prepared by or for Vendor in the course of Vendor’s performance under the Purchase Order, or any derivation of the foregoing.

a. Services and Goods. The Purchase Order is deemed made at Company’s location. Vendor will perform for Company the Services and deliver the Goods set forth in the Purchase Order. Company does not guarantee any minimum or maximum amount of purchases under the Purchase Order. Company’s engagement of Vendor under the Purchase Order is non-exclusive. Time is of the essence with respect to Vendor’s performance. Vendor may not assign any of its rights or this Agreement or delegate any of its obligations, including to a subcontractor, without Company’s prior written consent, and any prohibited assignment or delegation is null and void; any change of control is deemed an assignment. Vendor shall be responsible for all activities of any subcontractor and adherence to this Agreement.
b. Vendor Personnel. Vendor will perform its obligations under this Agreement using competent Personnel having expertise suitable to their assignments. Vendor will comply and will cause its Personnel to comply with all personnel, facility, safety and security rules and regulations and other instructions of Company if any Services are performed at a Company facility in such a manner as to avoid endangering the safety, or unlawfully interfering with the convenience of Company ‘s personnel or clients. Vendor shall conduct a commercially reasonable background investigation for each Personnel. If Company determines in good faith that continued assignment to Company’s account of one or more of the Vendor Personnel is not in the best interests of Company, then Company shall give Vendor notice to that effect and Vendor shall promptly replace that person with another person of suitable ability, qualifications and experience. No such notice shall be deemed a termination of such individual’s employment by Vendor, and in no event shall Company be deemed an employer of any such person. Vendor shall create, implement and maintain a program to ensure Vendor Personnel’s physical access is revoked immediately upon termination or when access is no longer required. Vendor shall maintain a reporting mechanism to allow Vendor Personnel to report instances of fraud and/or discriminatory behavior.
c. Vendor Representations and Warranties. Vendor represents and warrants that: (i) Vendor will perform Services in a timely and professional manner and will conform to or exceed in all material respects the specifications provided for in the applicable Purchase Order and Statement of Work as well as the standards generally observed in the industry for similar services and associated goods; (ii) the Services and Goods do not and will not infringe upon any third party’s intellectual property or proprietary rights; (iii) Vendor will comply with all laws, orders, codes and regulations in the performance of Services, and Vendor will obtain and keep current at Vendor’s expense all governmental permits, certificates and licenses (including applicable professional licenses) necessary for Vendor to perform Services; (iv) the execution, delivery or performance of the Services will not violate or cause a breach of any existing law, regulation, order, writ, injunction, decree, determination or award of any governmental authority or any arbitrator, applicable to Vendor, and will not require any consent, approval or authorization of, or declaration to, or filing of a registration with any governmental authority; (v) Vendor’s computers which communicate to Company’s computers or communication facilities, will not contain any destructive, disabling, or debilitating code, including without limitation viruses, trojan horses, worms, or trap doors; (vi) upon delivery and acceptance of any Goods (including owned or licensed software), Company will have good and marketable title thereto, free and clear of any and all liens, encumbrances and other restrictions against transfer; (vii) all Goods, when delivered to Company, will: (a) be merchantable and fit for their intended use; and (b) conform to all applicable specifications; and (viii) software will not include any open source code unless explicitly authorized in writing by an authorized representative of Company. The foregoing representations and warranties shall be in addition to any representations or warranties of broader scope given to Company by Vendor. Vendor’s obligations under the foregoing representations and warranties shall not be affected by Company’s approval of any designs furnished by Vendor or Company’s inspection, test, acceptance or use of Goods or Services subject hereto.
d. Vendor Covenants. Vendor will: (i) deliver the Goods or perform the Services by the delivery dates set out on the face of the Purchase Order and Statement of Work; (ii) at its own cost, provide all labor, materials, equipment, transportation and other facilities and services needed for the proper execution and completion of the Purchase Order, unless otherwise provided on the face of the Purchase Order; (iii) be solely responsible for the handling, transportation and disposal of all materials, substances and chemicals that Vendor or any subcontractor brings onto any of Company’s and its affiliates’ premises, and any waste resulting from the use thereof; and (iv) Services provided under this Agreement will not limit or invalidate any warranty by a manufacturer of Goods or by any other party to Company.
e. Shipping and Delivery. All shipments hereunder shall be “F.O.B. Destination, Freight Prepaid” to Company’s location and shall apply to drop shipments directly from the manufacturer. Packing lists shall be attached to the outside of each carton or package shipped, and shall indicate the contents thereof and the applicable purchase order number. Vender shall be liable for any damage or loss from faulty packaging or handling by Vendor. Excess shipments may be returned at Vendor’s expense. Any anticipated or actual delays in the shipment of Goods or the provision of Services shall be reported immediately to Company in writing. If Vendor provides such notice or fails to meet delivery schedules set forth in the Purchase Order, Company may terminate any and all parts of the Agreement by written notice, without liability of any kind except for Goods delivered or Services performed prior to the termination notice date. Failure or delay by a Vendor subcontractor (of any tier) in delivering on schedule the Goods or Services ordered by Company shall not excuse Vendor, unless such failure or delay arises from an act of God, war, terrorism, fire, earthquake, or flood (each, an “Excusable Event”) and is without fault or negligence of Vendor or any Vendor subcontractor, and the Goods or Services to be furnished by Vendor or such subcontractor were not obtainable from other sources in sufficient time to permit the Vendor to meet the schedule. A scarcity or shortage in the supply of Goods or Services (unless occasioned by an Excusable Event) shall not constitute an Excusable Event. If a delay or failure to deliver Goods or Services (in part or in whole) ordered pursuant to a Purchase Order is not caused by an Excusable Event, Vendor shall be liable to Company for any and all damages suffered by Company as a result thereof, including, without limitation, any costs incurred in completing performance and/or purchasing substitute Goods or Services elsewhere.
f. Acceptance. Company will have a reasonable period of time after delivery or performance within which to inspect and accept the Goods and Services. The receipt of or payment for the Goods or Services, will not constitute acceptance of the Goods and Services. Company may reject any or all of the Goods and Services which do not strictly conform to the terms of the Agreement. If Company rejects a Good or Service, then Vendor will, as promptly as practicable and at Vendor’s sole cost, at Company’s option, either: (i) correct the non-conforming Good or Service or (ii) replace the non-conforming Good or Service. The foregoing procedure will be repeated until Company, in the exercise of its sole discretion, accepts or finally rejects the non-conforming Good or Service. In the event that Company finally rejects any non-conforming Good or Service, Vendor will refund to Company all amounts paid by Company with respect to such Good or Service. Acceptance of Goods will not waive any rights or remedies accruing to Company as a result of any breach of the Agreement.

a. Fees. Company will pay Vendor for Goods and Services according to the fees set forth in the applicable Purchase Order and Statement of Work as Vendor’s only compensation for Services and Goods. All fees are payable via check, wire transfer, credit card or EFT in Company’s discretion. No expenses will be reimbursable unless listed in this Agreement. All payments will be made in U.S. dollars (or Canadian dollars, if applicable, at Company’s discretion) and will be subject to all applicable governmental laws, regulations and rulings, including but not limited to withholding taxes.
b. Invoice Submission. Vendor will provide all information reasonably requested by Company’s Accounts Payable Department before submitting invoices. Invoices must be sent to or such other recipient specified by Company in the Purchase Order. Unless otherwise stated in the applicable Purchase Order, all charges will be invoiced monthly in arrears. Correct and properly submitted invoices will be payable within forty-five (45) of receipt. Payment due dates will be calculated from the date that Company receives the invoice, plus (if applicable) the packing slip and the bill of lading or express receipt.
c. Taxes. Company will be responsible for any sales or use taxes upon the amount paid by Company for taxable Goods and Services, provided that such taxes are properly and completely billed on the invoice to which the sales or use tax applies. Vendor is responsible for correctly itemizing all applicable sales and use tax on the applicable invoice, including without limitation by location. If any tax claim arises based on an invoice prepared by Vendor, Vendor will be responsible for any additional tax, penalties and interest associated with such claim. Vendor is responsible for all other taxes, duties and fees, including without limitation taxes levied on Vendor’s revenues or income.
d. Audit Rights. Vendor will keep full and accurate records and documentation in English to substantiate the amounts claimed in any invoice, which records will be made available to Company upon request. Such records will be open to audit by Company or any authorized representative of Company upon reasonable notice during the term of this Agreement. Vendor will retain records prescribed by this Section for a minimum period of three years from the date of final payment under the Purchase Order to which such records relate.

a. Changes. Company may change the Purchase Order upon written notice to Vendor. If such change increases the cost or performance time of the Purchase Order, Vendor may request in writing an equitable adjustment, provided that no such request shall be recognized, unless it is submitted in writing to Company within thirty (30) days after Vendor’s receipt of notice.
b. Termination. Company (i) may cancel the Purchase Order for any reason or no reason prior to shipment of any Goods, or if the Purchase Order is for Services, at any time, by providing written notice to Vendor and (ii) may immediately terminate this Agreement, even after shipment of Goods, by providing written notice to Vendor if Vendor breaches any part of this Agreement or another agreement between the Parties, or becomes insolvent or subject to any proceeding under any insolvency law (each, a “Default”). Termination of this Agreement is without prejudice to any other right or remedy of the parties. COMPANY SHALL HAVE NO LIABILITY DUE TO ITS TERMINATION FOR CONVENIENCE OR TERMINATION FOR DEFAULT. Expiration or termination of this Agreement for any cause does not release either Party from any liability which, at the time of termination or expiration, has already accrued to the other Party, or which may accrue in respect of any act or omission prior to termination or from any obligation which is expressly stated to survive the termination or expiration.
c. Setoff. Company may set off any claim or charge it may have against Vendor against any amount payable under the Purchase Order.

a. Limitation on Use and Disclosure. Vendor agrees that it will not: (a) disclose any Confidential Information (as defined below) of Company other than as permitted under this Agreement; or (b) use any Confidential Information of Company except for the purpose of fulfilling its respective obligations under this Agreement, without the prior written consent of Company. The degree of care employed by Vendor to protect Confidential Information of Company will be no less protective than the degree of care used by Vendor to protect its own Confidential Information of like importance. “Confidential Information” means, without limitation, (x) Company’s intellectual property, trade secret processes or software and related documentation, know-how, data, websites and web content, inventions (whether or not patentable or copyrighted), specifications and characteristics of products, applications or services planned or being developed, and reports provided to Licensee; (y) information designated by Company as confidential at the time of disclosure, and (z) information, given the nature of which or the context of disclosure, a person exercising reasonable business judgment would understand to be Confidential Information of Company, including, but not limited to, personally identifiable information.
b. Exceptions. Confidential Information does not include information which: (i) is in the public domain through no fault of Vendor, (ii) prior to disclosure by Company hereunder, was lawfully known or within the lawful possession of Vendor without an obligation to keep it confidential, (iii) is acquired by Vendor from a third party who to Vendor’s knowledge had the right to disclose it and who provided it without restriction on its use or disclosure, (iv) is independently developed by Vendor without the use of, or reference to, Company’s information provided pursuant to this Agreement, or (v) was authorized by Company in writing to be disclosed by Vendor without restriction.
c. Return and Destruction. Immediately upon termination of this Agreement or upon written request at any time, Vendor will cease using any Confidential Information and will return or destroy all Confidential Information in any form and all copies thereof.
d. Injunctive Relief. Vendor agrees that wrongful disclosure of the Confidential Information may cause irreparable injury to Company which may be inadequately compensable in monetary damages. Accordingly, Company may seek injunctive relief in a court of competent jurisdiction for the breach or threatened breach of this Section, in addition to any other remedies at law or equity.
e. Additional Assurances. In its sole discretion, Company may require any Personnel assigned by Vendor to personally execute a confidentiality and non-disclosure Purchase Order and/or a work-for-hire Purchase Order to protect Company’s Confidential Information and ownership of all intellectual property in connection with this Agreement, in the format reasonably required by Company. Personnel who fail to execute such Purchase Order(s) may be immediately removed from Services without notice or penalty to Company at any time. Vendor will ensure that all Personnel comply with Company’s site and information access policies and procedures.

a. General. Vendor is an independent contractor of Company and not its employee, agent, partner or joint venturer. Vendor will not represent itself as Company’s agent or represent that any authority to bind Company. Vendor and its Personnel are not eligible to participate in any of Company’s employee benefit or similar programs. Vendor warrants that it will comply with all laws, regulations and contracts regarding employment and taxes so as to relieve Company fully from and protect and indemnify it against all cost, responsibility or liability for any actual or claimed noncompliance.
b. Independent Contractor Indemnification. Vendor will indemnify and hold Company harmless from and against all losses, claims, damages, penalties, fines, taxes (including interest and penalties thereon), costs and expenses, including attorneys’ fees (including allocated costs of in-house counsel), arising out of (i) a claim or determination by any court or federal or state or other governmental entity or agency that (a) Company is an employer (joint or otherwise), or (b) Vendor is not the employer, of any Personnel Vendor assigns to provide Services pursuant to the Purchase Order, or (ii) any failure, or claimed failure, of Vendor to carry out any obligation set forth in this Section titled Independent Contractor. This indemnification will also include any taxes imposed by any taxing jurisdiction on the amounts paid to or by Company hereunder and will survive any expiration or termination of this Agreement.

a. Company-Owned Property. All tangible and intangible items or information that Vendor receives from Company or from a third party on behalf of Company, or that is paid for, in whole or in part, by Company, is the property of Company (“Company-Owned”). Vendor is responsible and must account for all Company-Owned property, and bears the risk of loss while such property is in Vendor’s possession. Company-Owned property may only be used in connection with Vendor’s performance of its obligations under this Agreement. Company may inspect any Purchase Orders and associated records including, without limitation, invoices by which Vendor acquires Company-Owned property. Unless expressly stated otherwise, nothing in this Agreement will affect the pre-existing intellectual property rights of the parties.
b. Company Intellectual Property Ownership. Vendor hereby assigns and agrees to assign and disclose to Company all Work Product. Vendor agrees that any Work Product made by Vendor or its subcontractors in connection with the Services shall be considered ‘works for hire’ under the copyright laws of the United States and shall be the sole and exclusive property of Company and Company shall own all copyrights to such work. If, by operation of law, the ownership of works for hire does not automatically vest in Company, hereby assigns such ownership to Company. Vendor will provide reasonable assistance to Company to secure intellectual property protection, including, without limitation assistance in the preparation and filing of any patent applications, copyright registrations, and the execution of all applications, assignments or other instruments for perfection or protection of title. Vendor will pay Vendor Personnel any compensation due in connection with the assignment of any intellectual property or invention developed under this Agreement. Vendor warrants that Vendor Personnel are and will continue to be throughout the term of this Agreement subject to agreements that will secure Company’s rights under this Section. Vendor will provide all Work Product, including work in process, to Company upon demand.
c. Company Marks. Nothing in this Agreement grants Vendor the right to use any trademarks, tradenames, or logos proprietary to or licensed by Company (each, a “Company Mark”). If Vendor is granted a right to use any Company Mark, Vendor will do so only in strict compliance with guidelines provided by Company. Vendor will not, in any jurisdiction, adopt, use, register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, or as a domain name, any Company Mark, or any word, symbol or device, or any combination confusingly similar to, or which includes, any Company Mark. Vendor must submit all requests for use of a Company Mark, with an example of the proposed use, to Company for written preapproval.
d. Publicity. No information relative to the relationship between the parties, this Agreement or the Goods or Services shall be released by Vendor for publication, advertising or for any other purpose without the prior written approval of Company.

a. General Indemnification. Vendor will indemnify, defend and hold harmless Company, its parent, subsidiaries, affiliates, and their respective directors, officers, agents and employees (each, a “Company Indemnitee”) from and against all claims, damages, losses, liabilities, costs, expenses, reasonable attorneys’ fees and litigation expenses (collectively “Damages”) arising out of or related to a claim by a third party against a Company Indemnitee: (i) for injury to persons (including libel, slander or death) or, except as provided below in the section entitled Intellectual Property Infringement Indemnification, loss of or damage to tangible or intangible property, in either case, to the extent resulting from any act or omission of Vendor or Vendor Personnel, (ii) for violations of applicable laws by Vendor or Vendor Personnel, or (iii) related to or arising out of a breach of this Agreement by Vendor.
b. Intellectual Property Infringement Indemnification. Vendor will indemnify and defend the Company Indemnitees from and against all Damages arising out of a claim by a third party against a Company Indemnitee that the Goods or Services constitute or any resulting use, sale or license of any Good or Service provided hereunder constitutes an infringement of any patent, trademark or copyright (of any country) or any other intellectual property right or the misappropriation of any trade secret. If Company’s right to use or sell the Goods or Services is enjoined, Vendor must, at Company’s option and Vendor’s expense, and in addition to any other rights or remedies that Company may have: (i) procure for Company and its customers the right to use, at Company’s option, the Goods or Services; (ii) replace, at Company’s option, the Services with equivalent non-infringing Goods or Services; (iii) modify, at Company’s option, the Goods or Services so they become non-infringing; or (iv) remove the Services and refund the price paid by Company for the Goods or Services including any cost of packing, shipping, and similar incidentals.

9. LIMITATION ON LIABILITY. IN NO EVENT SHALL COMPANY’S LIABILITY FOR BREACH OR ALLEGED BREACH OF THIS AGREEMENT EXCEED THE TOTAL EXTENDED PRICES SHOWN ON THE PURCHASE ORDER, NOR SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY SUCH BREACH OR ALLEGED BREACH. CONSEQUENTIAL DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOST PROFITS, LOST REVENUES AND LOST BUSINESS OPPORTUNITIES, WHETHER OR NOT A PARTY WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES. If Vendor breaches this Agreement, Vendor shall be liable for all resulting damages, including any direct, special or consequential damages. Vendor’s liability may exceed the total extended prices shown on the Purchase Order. Both Parties acknowledge that this provision allocates risks between the Parties, as authorized by the Uniform Commercial Code and other applicable laws.

10. INSURANCE. Vendor will procure and maintain, from a company authorized to do business in the jurisdiction in which the Services are provided, sufficient insurance to cover its potential liability under this Agreement. The coverage will contain no special limitations on the scope of protection afforded to Company, its affiliates, officials and employees. Vendor’s insurance coverage will name Company as an additional insured and waive subrogation against Company. For any claims related to Goods or Services, Vendor’s insurance coverage will be primary insurance and non-contributory as respects Company, its parent, subsidiaries, affiliates, and their officials and employees. Any insurance or self-insurance maintained by Company its parent, subsidiaries, affiliates, and their officials or employees will be excess of Vendor’s insurance and will not contribute with it. Upon request, Vendor shall promptly forward to Company evidence of the existence and terms of its insurance.

a. Dispute Resolution. Prior to undertaking any litigation or arbitration as provided hereunder, unless delay would prejudice the rights of a party, the Parties will make reasonable efforts to resolve all disputes informally, including by means of a conference between executives for each Party who have authority to resolve the dispute. Vendor will continue performance of Services and delivery of Goods during the pendency of any dispute, unless Company terminates this Agreement.
b. Cumulative Remedies. The remedies under this Agreement will be cumulative and are not exclusive. Election of one remedy will not preclude pursuit of other remedies.

a. No Waiver. No delay, failure or waiver of either Party’s exercise or partial exercise of any right or remedy under this Agreement will operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. To be enforceable, a waiver must be in writing signed by a duly authorized representative of the waiving Party.
b. Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions will in no way be affected or impaired thereby. To the fullest extent possible, the provisions of will be construed as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
c. Notices. All notices or other communications which will or may be given pursuant to this Agreement will be in writing and will be delivered by personal service, by certified mail (return receipt requested), reputable overnight delivery service (e.g. Federal Express), addressed to Company at the address indicated above or to Vendor at the address indicated on the Purchase Order. Such notice will be deemed given on the same day on which received.
d. Survival. In addition to any other provisions that by their content are intended to survive the expiration or termination of this Agreement, Sections 2 and 7-12 will survive the termination of this Agreement.
e. Company Affiliates. Company’s rights may be exercised by, and its obligations fulfilled by, an entity controlling, controlled by, or under common control with Company, and such entities are intended third party beneficiaries of this Agreement.