STANDARD TERMS AND CONDITIONS

1.  ACCEPTANCE OF PURCHASE ORDER

MEASURED PROGRESS, INC. (BUYER) OFFERS TO PURCHASE THE MATERIALS OR SERVICES DESCRIBED HEREIN ONLY UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. BUYER RESERVES THE RIGHT TO REVOKE THIS ORDER WITHOUT NOTICE. THIS ORDER SHALL BE DEEMED ACCEPTED AND SHALL BECOME A BINDING CONTRACT ON THE TERMS AND CONDITIONS CONTAINED HEREIN WHEN (A) SIGNED AND RETURNED TO VENDOR, OR (B) VENDOR ISSUES ITS ORAL OR WRITTEN ACKNOWLEDGMENT, OR (C) VENDOR COMMENCES PERFORMANCE, OR (D) VENDOR OTHERWISE ACCEPTS THIS ORDER. BY ACCEPTING THIS ORDER, VENDOR AGREES TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN, AND WAIVES ALL TERMS AND CONDITIONS CONTAINED IN ITS QUOTATION, ACKNOWLEDGMENT, INVOICE OR OTHER DOCUMENTS, EXCEPT AS OTHERWISE AGREED TO BY BUYER AND VENDOR IN WRITING, WHICH ARE DIFFERENT FROM OR ADDITIONAL TO THOSE CONTAINED HEREIN, AND ALL SUCH DIFFERENT OR ADDITIONAL TERMS AND CONDITIONS SHALL BE NULL AND VOID.

2.  SHIPPING INSTRUCTIONS

(a) Vendor shall be responsible for ensuring the proper packaging of materials delivered to Buyer. No charges will be allowed for packing, crating, returnable containers, freight and/or any other services unless so specified in the Purchase Order. Damage to any materials resulting from improper packaging will be charged to Vendor.

(b) Vendor shall at all times comply with Buyer's written shipping instructions.

(c) Purchase Order number(s) must appear on all correspondence, shipping labels and shipping documents, including all packing slips, bills of lading, air bills and invoices.

3.  PACKAGING/LABELING

The packing slip must contain at minimum the following information: (i) Buyer's part number; (ii) Buyer's Part Description; (iii) Buyer's Purchase Order Number; (iv) Outer box pack quantity; (v) Inner case pack quantity; and (vi) Vendor's name.

4.  RISK OF LOSS

Regardless of the method of shipment used, Vendor agrees to deliver all materials specified in the Purchase Order to the location specified on the Purchase Order at Vendor's own risk. Vendor shall bear the risk of loss, destruction or damage until the materials are accepted by Buyer.

5.  DELIVERY-NOTICE OF DELAY

(a) Failure to deliver in accordance with the delivery schedule under the Purchase Order, if not excused, shall be considered a material breach of the Purchase Order. Buyer reserves the right to refuse or return at Vendor's risk and expense shipments made in excess of Buyer's orders or in advance of required schedules, or to defer payment on advance deliveries until scheduled delivery dates.

(b) Vendor shall notify Buyer in writing immediately of any actual or potential delay to the performance of the Purchase Order. Such notice shall include a proposed revised schedule, but such notice and proposal or Buyer's receipt of acceptance thereof shall not constitute a waiver of Buyer's rights and remedies hereunder.

(c) If Vendor is unable to deliver as scheduled, Buyer may require delivery by fastest way and charges resulting from the premium transportation shall be fully prepaid and be the sole responsibility of the Vendor.

(d) Buyer-required dates are "On-Dock" dates unless otherwise specified in the Purchase Order. Therefore, materials shall be shipped to arrive on that date, via standard shipping methods. If the Vendor does not meet Buyer's required delivery date, Vendor shall ship by next day, at its expense, until on-time delivery is achieved.

6.  TERMINATION FOR CONVENIENCE

(a) Buyer may, by notice in writing, terminate the Purchase Order or work under the Purchase Order for convenience and without cause, in whole or in part, at any time, and such termination shall not constitute default. In the event of partial termination, Vendor is not excused from performance of the non-terminated balance of materials to be provided or services to be performed under the Purchase Order.

(b) In the event of termination for convenience by Buyer, Vendor shall be reimbursed for actual, reasonable, substantiated and allowable costs, plus a reasonable profit, for materials provided or services performed to date of termination. Buyer may take possession of all materials so provided upon written notice of termination to Vendor.

(c) Vendor's obligations, including but not limited to obligations under the Proprietary Rights, Buyer's Property, Warranty, Indemnity and Infringement sections of the Purchase Order, shall survive such termination.

7.  TERMINATION FOR DEFAULT

(a) Buyer may by notice in writing of default to Vendor, terminate the Purchase Order in whole or in part at any time (i) if Vendor fails to perform within the time specified herein or any extension thereof; or (ii) if Vendor fails to perform any of the other provisions of the Purchase Order, or so fails to make progress as to endanger performance of the Purchase Order in accordance with its terms, and in either of these two circumstances, does not cure such failure within a period of ten (10) days or such longer period as Buyer may authorize in writing after receipt of notice from Buyer specifying such failure. Upon termination, Buyer may procure, as it deems appropriate, materials or services similar to those that were to be provided under the Purchase Order and Vendor shall be liable to Buyer for any excess costs for such similar materials or services. As an alternate remedy, and in lieu of termination for default as described above, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or to waive other deficiencies in Vendor's performance, in which case an equitable reduction in the Purchase Order price and the amount of Buyer's damages shall be negotiated. The rights and remedies of the Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Purchase Order.

(b) Vendor's obligations, including but not limited to obligations under the Proprietary Rights, Buyer's Property, Warranty, Indemnity and Infringement sections of the Purchase Order, shall survive such termination.

8.  FORCE MAJEURE

Neither Buyer nor Vendor shall be deemed to have breached this Agreement as a result of delays in performance where such delays result from occurrences that are beyond the control, and without the fault, of the party seeking excuse hereunder. Neither party shall be liable for delays caused by the other party. Any party seeking excuse shall notify the other party in writing of the cause of the delay within ten (10) days of its delay, and take all reasonable steps to mitigate the effect of such delay on the other party. The time of any affected performance provided hereunder shall be extended by a period of time equal to the length of any such excused delay, or, at the election of Buyer, Buyer may terminate for convenience its requirements with respect to all or part of the Purchase Order. Buyer's obligation to make any payments hereunder shall be suspended for the duration of any excused delay hereunder. Notwithstanding the above, in the event of an excused delay in Vendor's performance beyond thirty (30) days from the date the delay begins, Buyer has the right to terminate this Agreement, and such termination shall be treated as a termination for convenience.

9.  PROPRIETARY RIGHTS

(a) Seller acknowledges that its relationship with Buyer is one of high trust and confidence and that in the course of its service to Buyer, Seller may have access to and contact with Confidential Information, all of which constitutes Buyer property. For purposes of this Agreement, Confidential Information shall mean, by way of illustration and not limitation, all information (whether or not patentable and whether or not copyrightable) owned, possessed or used by Buyer, including, without limitation, any formula, trade secret, process, research, report, technical data, know-how, technology, marketing or business plans or forecasts, distribution plans, sales plans, unpublished financial statements or other financial information, any information relating to budgets, licenses, prices, costs, clients, vendors and employees (including but not limited to lists of the same), and other proprietary information that is communicated to, learned of, developed or otherwise acquired by the Seller in the course of its service as a Seller to Buyer. For purposes of the restrictions set forth below, Confidential Information also includes any information provided to Buyer in confidence by a third party.

(b) Seller shall use Confidential Information exclusively in connection with delivering the materials or services described in this Agreement, or as otherwise specifically authorized by Buyer in writing and Seller shall not use or exploit the Confidential Information for the benefit of Seller or any third party.

(c) Seller shall, during the Term and thereafter, hold the Confidential Information in strict confidence. Seller shall treat Confidential Information with the same degree of care to prevent the loss, unauthorized use, dissemination publication or disclosure of the Confidential Information, which Buyer employs with respect to Confidential Information of like importance, but no less than reasonable care. Upon the discovery of any loss, unauthorized use, dissemination, publication or disclosure of the Confidential Information, Seller shall immediately notify Buyer in writing and shall offer all reasonable cooperation to regain possession or to prevent future loss, unauthorized use, dissemination, publication or disclosure of the Confidential Information. Seller agrees not to disclose Confidential Information to any third party (including, but not limited to, Seller’s employees and agents) without the express written authorization of Buyer through its authorized personnel, and unless Buyer has released the Seller in writing, to abide by the Confidentiality provisions set forth in this Agreement.

(d) Notwithstanding any other provision of the Purchase Order, disclosure of Confidential Information shall not be prohibited if such disclosure is required in response to a valid order of a court or other governmental agency or is otherwise required by law; provided, however, that Seller shall promptly notify Buyer in writing and should allow Buyer a reasonable time to oppose such process. Seller shall only disclose Confidential Information pursuant to an appropriate order that preserves the confidentiality of such Confidential Information unless otherwise required by judicial or administrative process.

(e) The Seller’s obligations under this Proprietary Rights section shall not apply to any information that (i) is known by or has previously been received by Seller independently on a non-confidential basis prior to receipt from or disclosure by Buyer, (ii) is or becomes known to the general public under circumstances involving no breach by the Seller or others of the terms of this Section, (iii) is generally disclosed to third parties by Buyer without restriction on such third parties, or (iv) is approved for release by written authorization of personnel who are duly authorized by Buyer.

(f) At Buyer’s request, Seller will immediately return to Buyer all Buyer property, including all materials constituting or containing Confidential Information, which have been provided by Buyer including but not limited to all copies, adaptations, notes, analyses, and independent compilations thereof made by Seller or otherwise in Seller’s possession, which contain or otherwise reflect the Confidential Information.

(g) Seller acknowledges that any breach of the provisions of this Proprietary Rights section shall result in serious and irreparable injury to Buyer for which Buyer cannot be adequately compensated by monetary damages alone. Seller agrees, therefore, that, in addition to any other remedy it may have, Buyer shall be entitled to enforce the specific performance of this Agreement by the Seller and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages.

(h) Unless otherwise expressly agreed in writing to the contrary, any invention or intellectual property first made or conceived by Vendor in performance of the Purchase Order that was derived from or based on the use of information supplied by Buyer shall be considered to be the property of Buyer, and Vendor shall execute such documents necessary to perfect Buyer's title thereto.

10.  WARRANTY

(a) Vendor warrants that all materials and services sold hereunder or pursuant hereto shall be free of any claim of any nature by any third party and that Vendor shall convey clear title thereto to Buyer.

(b) Vendor warrants and represents that all materials sold hereunder or pursuant hereto shall be of merchantable quality, free from all defects in design, workmanship and materials, and shall be fit for the particular purposes for which they are intended and that the materials are provided in strict accordance with the specifications, samples, drawings, designs or other requirements (including performance specifications) approved or adopted by Buyer. All warranties under the Purchase Order shall be for the benefit of the Buyer, its successors, assigns, customers and the ultimate users of the materials and services covered under the Purchase Order.

(c) Any attempt by Vendor to limit, disclaim, or restrict any such warranties of Buyer, by acknowledgment or otherwise, in accepting or performing the Purchase Order, shall be null, void and ineffective without Buyer's express prior written consent.

11.  INSPECTION

(a) All materials and workmanship provided hereunder shall be subject to inspection and test at all reasonable times and places by the Buyer, or Buyer's customers (collectively, the "Customers') before, during and after performance and delivery.

(b) If any inspection or test is made on the premises of Vendor or any of its suppliers, Vendor, without additional charge, shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties. All inspections and tests on the premises of Vendor or its suppliers shall be performed in such a manner as not to unduly delay the work.

(c) Final acceptance or rejection of the materials shall be made as promptly as practical after arrival at Buyer's facility except as otherwise provided in the Purchase Order, but failure to inspect and accept or reject materials or failure to detect defects by inspection, shall neither relieve Vendor from responsibility for such materials nor impose liabilities on Buyer.

(d) Vendor shall provide and maintain an inspection and process control system acceptable to Buyer and Buyer's customers covering the materials provided hereunder. Records of all inspection work by Vendor shall be kept complete and available to Buyer and the Customers during the performance of the Purchase Order and for such longer periods as may be specified in the Purchase Order.

12.  REJECTIONS

(a) If any of the materials ordered hereunder are found at any time to be defective in material or workmanship, or otherwise not in strict conformity with the requirements of the Purchase Order, including any applicable drawings and specifications, Buyer, in addition to such other rights, remedies and choices as it may have by contract or by law, at its option and sole discretion, may (i) reject and return such materials at Vendor's expense; or (ii) require Vendor to inspect the materials and remove and replace nonconforming materials with materials that conform to the Purchase Order.