PURCHASE ORDER TERMS AND CONDITIONS

Standard/General

1 Siemens PLM Form Number 1214011 Rev 20 May 2008

1.  Applicable Law; Definitions. THIS ORDER, THE DEFINITION OF TERMS USED, PERFORMANCE HEREUNDER, AND THE INTERPRETATION OF THIS ORDER SHALL BE GOVERENED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS, OTHER THAN THE CONFLICTS OF LAWS RULES, OF THE STATE OF TEXAS. Siemens Product Lifecycle Management Software Inc. and its subsidiaries, a Delaware corporation, (hereinafter referred to as “Siemens PLM”). “Supplier” means the person or entity to which this Order is addressed. “Goods” means those articles, materials, equipment or other products described on the front of this Order. “Order” means this purchase order. “Terms” means, collectively, the terms and conditions set forth below and on the front of this Order. “Destination” means the address for delivery of the Goods.

2.  Offer; Acceptance. This Order constitutes an offer to Supplier subject to these Terms and is not an expression or document of acceptance or confirmation by Siemens PLM. Any terms or conditions proposed by Supplier inconsistent with or in addition to the Terms shall be void and of no effect, unless specifically agreed to in writing by Siemens PLM. Agreement by Supplier to furnish the Goods, or its furnishing of the Goods, in whole or in part, shall constitute acceptance by Supplier of this Order on these terms. It is agreed by the parties that if this Order is ever construed as an expression of acceptance by Siemens PLM of an offer by Supplier, such acceptance is expressly made conditional on the assent of Supplier to these Terms, even if additional and different from the terms of Supplier’s offer. Modifications or additions to these Terms must be in writing and signed by an authorized Siemens PLM representative. The failure of Siemens PLM to insist upon performance of this Order, to enforce any of the Terms of this Order or other purchase orders from Siemens PLM to Supplier, or to exercise any right or privilege granted to Siemens PLM under this Order or under law, shall not be construed as a waiver and the same shall continue in full force and effect.

3.  Shipment; Title. Except as otherwise indicated on the front of this Order, delivery shall be F.O.B. Destination. Deliveries are to be made in quantities and at times specified in this Order. Supplier shall include in each shipment an itemized packing list, including a description of the Goods, the reference number set forth on the front of this Order, the shipment date, the addresses of Supplier and the Destination, and where applicable, a designation that the Goods are replacements for previously rejected Goods. Title to the Goods shall pass to Siemens PLM on the date of acceptance of such Goods by Siemens PLM. Delivery in accordance with this Order does not constitute acceptance by Siemens PLM under this Order.

4.  Invoicing. After each shipment of Goods, Supplier shall send a separate, correct invoice accompanied by a bill of lading, express receipt, or other evidence of delivery. Payment of invoices shall not constitute acceptance of items ordered and shall be subject to appropriate adjustment for failure of Supplier to meet the requirements of this Order. A “correct” invoice shall contain (i) Supplier’s name and invoice date, (ii) the reference number of this Order, (iii) description, price, and quantity of the Goods actually delivered or rendered, (iv) credits (if applicable), (v) name (where applicable), title, telephone number, and complete mailing address of responsible official to whom payment is to be sent, and (vi) other substantiating documentation or information as may reasonably be required by Siemens PLM from time to time.

5.  Right of Set-Off. In addition to any right of set-off provided by law, all amounts due Supplier shall be considered net of indebtedness from Supplier to Siemens PLM; and Siemens PLM may deduct any amount due or to become due from Supplier to Siemens PLM from any amounts due or to become due from Siemens PLM to Supplier.

6.  Taxes. Unless Siemens PLM provides Supplier with a valid tax exemption, resell, or direct payment certificate number, Siemens PLM shall pay directly or reimburse Supplier for all taxes, assessments, permits, and fees, however designated, which are levied upon this Order or the Goods to be delivered hereunder, or their use, excluding franchise taxes and taxes upon Supplier’s income.

7.  Warranties. Supplier expressly warrants to Siemens PLM, its affiliates, assigns, and beneficiaries, that all Goods (including replacement Goods which Supplier furnishes) shall be new, and free from defects in material and workmanship (including damage due to unsatisfactory packaging by Supplier), shall be in accordance with Supplier’s specifications, drawings and samples, and shall comply with all applicable laws. Regulations or requirements. All goods furnished hereunder shall be merchantable, suitable for their intended use, and to the extent such Goods are not manufactured pursuant to detailed designs furnished by Siemens PLM, free from defects in design. The period of this warranty shall be for such period as may be offered by Supplier. Notice of defect may be given to Supplier at any time within the warranty period except that notice of latent defect or one concealed by fraud or such gross neglect as amounts to fraud may be given at any time. At Siemens PLM’s option, Supplier shall promptly either repair or replace defective Goods at Supplier’s expense. EXCEPT AS SET FORTH IN THIS ORDER, SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS OR THEIR USE.

8.  Proprietary Rights Indemnification. Supplier represents and warrants that Supplier has all right, title, ownership interest, and/or marketing rights necessary to provide the Goods to Siemens PLM under this Order and that the Goods and their sale and use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement (“infringement”). Supplier shall indemnify and hold Siemens PLM and end users of the Goods and their respective successors, officers, directors, employees, and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, costs, and expenses (including legal fees) resulting from or arising out of any breach or claimed breach of any of the foregoing warranties, or which is based on a claim of an infringement and Supplier shall defend and settle, at its expense, all suits or proceedings arising therefrom.

9. Termination Siemens PLM may, by notice inn writing at any time prior to delivery of the Goods to be delivered pursuant to this Order, terminate and/or repudiate this Order in whole or in part, and such termination and/or repudiation shall not constitute a breach. Siemens PLM shall receive a refund of all amounts paid to Supplier with respect to the canceled Order or returned Goods.

10. Confidentiality. Supplier acknowledges that in the course of performance of its obligations pursuant to this Order, Supplier may obtain confidential and/or proprietary information of Siemens PLM or its affiliates or customers. “Confidential Information” includes: information relating to development plans, costs, finances, marketing plans, equipment configurations, data, access or security codes or procedures utilized or acquired, business opportunities, names of customers, research, and development; the terms, conditions and existence of this Order; any information designated as confidential in writing or identified as confidential at the time of disclosure or thereafter if such disclosure is verbal or visual; and any copies of information described in the prior categories or excerpts included in other materials created by the recipient party. Supplier hereby agrees that all Confidential Information communicated to it by Siemens PLM, its affiliates, or customers, whether before or after the date of this Order, shall be and was received in strict confidence, shall be used only for purposes of this Order, and shall not be disclosed by Supplier, its agents or employees without the prior written consent of Siemens PLM. This provision shall not apply to Confidential information which is (i) publicly known or becomes publicly known through no unauthorized act of Supplier, (ii) rightfully received from a third party (other than an Siemens PLM customer or an Siemens PLM affiliate) without obligation of confidentiality, (iii) already known by Supplier without an obligation of confidentiality, (iv) disclosed without similar restrictions by Siemens PLM to a third party (other than an Siemens PLM customer or an Siemens PLM affiliate), (v) approved by Siemens PLM for disclosure, or (vi) required to be disclosed pursuant to a requirement of a governmental agency or law so long as Supplier provides Siemens PLM with timely prior notice of such requirement. Supplier agrees that violation in any material respect of this Section would cause Siemens PLM irreparable injury for which it would have no adequate remedy at law and, in the event of any such violation, Siemens PLM will be entitled to preliminary and any other injunctive relief in addition to any other remedies to which Siemens PLM may be entitled at law or in equity.

11. Compliance With Laws. Supplier agrees and warrants that Supplier and all Goods shall comply with all applicable permits and licenses and all relevant federal, state, and local laws, orders, regulations, and standards. Supplier shall indemnify and hold Siemens PLM and end users of the Goods and their respective successors, officers, directors, employees and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, costs, and expenses (including legal fees) resulting from or arising out of any breach of the foregoing.

12. Media Releases. Except for any announcement intended solely for internal distribution by Supplier or any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of Supplier, all media releases, public announcements, or public disclosures (including, but not limited to, promotional or marketing material) by Supplier or its employees or agents relating to this Order or its subject matter, or including the name, trade name, trade mark, or symbol of Siemens PLM or any affiliate of Siemens PLM, shall be coordinated with and approved in writing by Siemens PLM prior to the release thereof. Supplier shall not represent directly or indirectly that any Goods provided by Supplier to

Siemens PLM have been approved or endorsed by Siemens PLM or include the name, trade name, trade mark, or symbol of Siemens PLM, or any affiliate of Siemens PLM, on a list of Supplier’s customers without Siemens PLM’s express written consent.

13. No Assignment. No assignment or transfer in whole or in part of this Order shall be binding upon Siemens PLM without Siemens PLM’s prior written consent.

14 Remedies. The remedies reserved by Siemens PLM in this Order shall be cumulative and additional to any other remedies provided in law or equity.

15. Severability. If, but only to the extent that, any Term of this Order is declared or found to be illegal, unenforceable, or void, then both parties shall be relieved of all obligations arising under such Term, it being the intent and agreement of the parties that this Order shall be deemed amended by modifying such Term to the extent necessary to make it legal and enforceable while preserving its intent. If that is not possible, another provision that is legal and enforceable and achieves the same objective shall be substituted. If the remainder of this Order is not affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.

16. Survival of Terms. Termination or expiration of this Order for any reason shall not release either party from any liabilities or obligations which (i) are set forth in Sections 1, 7, 8 10 an 11 of this Order, or (ii) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration.

17. Code of Conduct for Siemens Suppliers. The Supplier is obliged to comply with the laws of the applicable legal system(s). In particular, the Supplier will not engage, actively or passively, nor directly or indirectly in any form of bribery, in any violation of basic human rights of employees or any child labor. Moreover, the Supplier will take responsibility for the health and safety of its employees, the Supplier will act in accordance with the applicable environmental laws and will use best efforts to promote this Code of Conduct among its suppliers. In addition to other rights and remedies Siemens PLM may have, Siemens PLM may terminate the contract and/or any purchase order issued thereunder in case of breach of these obligations by the Supplier. However, provided that Supplier’s breach of contract is capable of remedy, Siemens PLM’s right to terminate is subject to the proviso that such breach has not been remedied by the Supplier within a reasonable grace period set by Customer.

18. Export Control and Foreign Trade Data Regulations.

18.1 Supplier shall comply with all applicable export control, customs and foreign trade regulations (“Foreign Trade Regulations”). Supplier shall advise Siemens PLM in writing within two weeks of receipt of the order – and in case of any changes without undue delay – of any information and data required by Siemens PLM to comply with all Foreign Trade Regulations in case of export and import as well as re-export, including without limitation:

- All applicable export list numbers, including the Export Control Classification Number according to the U.S. Commerce Control List (ECCN); and