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„{„ gl .bile ■ Metr PCS C ornia, LLC Page 2 of 2 SE 38th St. Bellevue, WA 98006 Purchase order 4551052917 The following terms and conditions ( "Terms') are incorporated into and made a part of the attacked Precious Order ( "PO "l: 1. For purposes of this PO, "Seller" means any company deliver'mg goods andlor providing services to T-Mobile USA, Inc. ("T- Mobile'), and "Buyer' means T Mobile or the specific T- Mobile affiliate entity dentiiied in the PO issued to Seller. 2. The Buyer is the sole and exclusive pumbaser under the PO. Unless T- Mobile is the "Buyer" specified on the PC, under no circumstances will T Mobile or any T- MOblle affiliate have or incur any liability of any type orchmocter under this PO (or, if applicable, any Existing Agreement or SAN (as such terms are do Mad k1owlL including, without limitation, direct, Indirect, actual, contingent, consequential, Incidental or vicarious Validity, .,Will any entity omter than Buyer have any duty or obligation to perform any actions or pay any sums that the Buyer designated In this PO Is or may be obligated to ped.rm or pay undertkis PO. In no event will T- Mobile act as, or be deemed to be, a guarantor, surety or joint obligor of the Buyer designated In this PO. 3. Seller's actions, Inclutling, without limitation, written acknowledgment of a PO (including any discover, method of communication, including ¢wail and text messaging), commencement of work, or the shipment of any goods andlor the provision of any services pursuant to a PO, whichever oa..a first, will a ... Via. acceptance by Seller of the P0, including these Terms. If any of these Trans are not acceptable, Seller moat advise Buyer in writing within 5 days of receipt of this PO and will withhold shipment of any goods, commencement of any word or the provision of any services, until the matter Is resolved between Buys, antl the Seller, Seller may not vary or suhsliture any specifications, instruction a, or partial shipments, without the prior written approval from Buyer and such approval may be withheld In Buyer's sole dlscrotlon. The quantity specified in the PO represents the exact quantity for which payment is authorized No additional payment for "overruns" or change orders will be authorized unless specifically indicated In writing an this PO or on a subsequent amendment thereto issued by Buyer. 4.If this PO is identified as a "bleu het ortler ", it is issued to cover goods or services listed on this PO as Buyer may elect to purchase from time to time from Seller In the Nture. if Buyer elects to puchase from Seller based on such bleu kel odor, Buyer will request In writing that Senn, make specific deliveries per shipments) only In the quantities and at times specified by the Buyer. Except for such goods or services requested in writing by Buyer under a man not order under no circumstances will Buyer be under any obligation to Seller for the payment for goods or services on a blanket PO. 5. Any modification of this PO, under any circumstances, without Buyer's prior written consent is pmkibited, and any void the PO in Buyer's sole discretion. S. Time Is of the essence for this PO. The PO number, item number and supplier code must appear on all Seller shipping documents, invoices, quality ce tifications, if any, and packing sheets. Buyer will Pay invoices within 60 days of the receipt of an undisputed invoice, less any applicable cash discount or Early Payment Discount (as defined below). T. As used in this PO, "Early Payment Discount" means an early payment discount far Buyer equal to: (a) 2% of the invoiced amount far any payments made with In the first 16 days after Invoice receipt; and M) thereafter, an amount calculated on a emerged basis over the remaining 45 days according to the following form. lm((.02) -(. 000444 X(total days from Involve receipt 16p). By way of example, If an Invoice is paid 43 days from the date of invoice receipt, the East, Payment Discount would be QA2) - (.000444 x (43 -16)) = (.02) - (.012432) = (.00]588 %)). Notwithstanding eager Ing to the contrary In this PO, all invoices paid by Buyer will be subject W an Early Payment Discount against Me in His PO, Buyer, in their sole discretion, may cancel this PO upon notice to goods or provision of slarvicas at the request of Buyer, Seller will hold the goods or services pending further of goods or sets leas, which result already from Buyers Instructions and that are preapproved in writing by Buyer, ment(sl from Buyer. Buyer will have the right to reject any and all goods that are defective or nonconforming, as may be returned at Sellers expense for unpacking, examining, be packing, and transportation. No goods raw mail mconformi y that Is cowl apparent oa letflal examination, Buyer reserves the right to require replacement or 11. Payment for the ,add, deiwred o, services turnishad under this PO will not constitute acceptance of such goods or services. Goods or services will only be deemed accepted when they have actually been counted, Inspected and tested is. opper,datin by Bay., antl found to be In conformance with this PO. However, failure to count, Inspect or lest by Buyer will not relieve Me Seller of any duties or obligations hereunder. Any moneys duets, Sellermay be oflsol by any moneys due to Buy., T Mobile or any other T- MoblleaHllla W entity, whether under this PO or pursuant to any other contactual arrangement between Buyer, T- Mobile or another T- Mobila effillate, enfity and Seller. 12. Seller warrants that the prices quoted in N is PO am equal to or less than the lowest prices offered to any other cus niem of Seller for similar goods and services. In the event of any price reduction between del lof this PO by Seller and delivery of the goods or provision of services, Buyer will be entitled to such Violated and Seller will reflect such reduction In fire applicable Invoice. If no price Is stated, then Seller will charge Buyer the lower of either the price last quoted or billed by Seller to Buyer, or the lowest price offered by Seller on the date of delivery to Buyer. No additional charges of any kind, Including, without limitation, charges far packaging, cartage owner extras, will be paid by Buyer unless Seller obtains specific prier written approval from Buyer. 13. Except for taxes based on Sellers gross mcelp(s or not income, Buyer will mimburse Seller for all applicable taxes that arise In any Jo rlsdlctlon as a result of the transaction contemplated by this PO, including, without limitation, all sales, use, value added, consumption, gvss receipts (other than in lieu of net income tax), excise (if allowed W be passed on to the Purchaser under applicable law), stamp or transfer faxes, duties and fees (collectively, "Transaction Taxe6'), however Medicated. Torm action Taxes must be indicated as separate line Ibms on Involves Prompted to Buyer, either at the time an invoice is originally an brined for goods or services, or subsequently by a supplemental Invoice. If Transaction Texas are properly Invoiced on a supplemental Invoice, Buyer will pay such supplemental invoice only if It is received by Buyer within 180 days of the odg inal invoice. Buyer specifically electrical antl Sell., expressly releases Buyef from, any Ilabillty for payment of Transaction Taxes not Invoiced within the 180 day period. 14. Buyer may modify this PO atery time upon notice to Seller. Sellerscontlnued performance under this PO will be deemed acceptance of Buyers modifications to this PO. If such modifications result In additional costs, Seller will provide Buyer an Itemized list of such additional costs within 10 days after Sellers receipt of Buyer's notice and Buyer, so fact to as review and acceptance, will pay the same under the upon payment terms. 15. Any cash discount period provided by Seller will begin tram the later of: h'r) the data of T- Mobile's receipt of the goods or services which are the subject of this PO; or in the date of Sellers invoice. 16. If Nis PO includes work or services to be performed on Buyer's, T Mobile's or any DMobilea0iliates' premises, Seller will observe the highest safety standards, comply with all applicable laws and regulations including without limitation, the Occupational Safety and Health Act and Buyer's policies and page lotions. Seller will maintain adequate commercial general liability and workers compensation insurance and Nmish evidence of the same at Dryers request. Seller ison independent contractor. No employeesmploye r relationship is created by Nis PO. 17. Buyer may terminate this PO at any time, for any mason, or for no reason upon notice to Seller, In such event, Seller will named lately stop all work, services or dellvedes of goods, and deal any instmchons from Buyer as to such work, woodcom or deliveries of goods in process. Seller will be paid an equitable adjustment for work or services already poMOmmd or goods already delivered Buyer may also products this PO for cause due to default by Seller. Ia such event, Buyer will not be liable to Seller far any costs or charges. Seller will be liable for and will hold Buyer harmless from, any damages occasioned by Seller's default under this PO. if it should be determined that Buyer has improperly terminated this P0, such termination will turn be deemed to be for Buyers convenience and Buyer will have no liability arising from such We inatlon. 18. The deliverables delivered by Seller under this Po are "works made for hire' (as such term is defined under U.S. copyright law) with Buyer having ownership and being the author of any deliverables. Sellerhemby irrevocably and coed itleack, assigns to Brion, its successors, and assigns, all right, (including without limitation subllcensing dghis), title, antl Interest In and to all such deliverables. Buyer will be deemed to own, without any restrictions or limitations whatsoever, the solo and exclusive rights to prepare derivative works based on the deliverables. 19.$.Her.,..auto. ante and gravurees that all materials and goods delivered hereunder will be free tram defect of de sign, material or workmanship, fit and safe for their intended use, will be of the quality and specifications designated in this PD, ntl if not sa unveiled, of the Wriest .duty available In the Industry, and will comply with all applicable federal, state and local laws and regulations, Executive Order 11246, 29 C.F.R. Pad Wl, Appendix A Subpart A, antl 41 C.F.R. Park 60 -1.4, 60 -4$ 60,300.5 and 60- 741.5, will apply, If applicable. Seller warrants and covenants that it will not give and has not given any commissions, payments, gifts, kickbacks or other things of significant value to any employee or agent of Buyer, T- Mobile or any other T- Mobile ' agreed, or anyone else, in connection with this PO. Seller f nfi er warrants that it will neither dimetly nor indirectly pay, offer give, nor promise anything of value in connection with this PO to a U.S. or non-U.S. public official or any other person in violation of the Foreign Cormpt Practices Act, the U.K. Bribery Aar or any other applicable law vlating to anticormption. These representations and warranties on the part of Seller will apply to all aspects of the Sellers obligations under This PO including, without limitation, manufacture, shipment, marking, branding, labeling, invoicing, advedising and testing. Seller will extend all warranties it receives from its vendors to Be,, The warranties hemin am in Addition to all warranties outlined untler applicable law. 20. Seller represents, warrants and giantess that all goods to be tleliveretl or services to be perfwmod hereunder do not and will not lifting. any patent, trademark, copyright or other intellectual property rights, or unfair unless otherwise provided herein, pass from the Seller to Buyer upon delivery to the location specified In the PO. Conduct am Incorporated herein by reference Indemnified parties') ontained in the PO, including these Terms, or resulting in any way tram goods andlor services related to this PO, unless due to the solo gross bad harder, of the T- Mobile Indemnified Padres. Seller will at the request of any of the T-Mobils Indemnified Padres, defend any such claim, action, or lawsuit at Seller's sale expense and T- Mobile will M1ave the right to monitor such Managed by Its awn counsel, at Seller's sole expense. This indemnification will be is addition to the warranty obligations of Seller. 25. In no event will Buyer, T- MOblle or any other T- MUbllo affiliate entity be liable for anticipated profits or Incldmial or cansec timmial damages incurred by Seller. Buyer, T,Mobile or any other T- Mobile affiliate entity will not be liable for p draglea of any desniumm. Buyer T- Mobile or any other T- Mgbilo affiliate entity liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this PO, or tram the performance Or March thereof will In no case exceed the price allocable to the goods andlor services or any unit M1ereor which gives rise I. Me claim. Any action resulting tram any breach on the part of Buyer, T- MOblle or any other T- Mobile affiliate entity as to the goods tleliveretl another services provided under this PO commenced after one your Good the data the cause of action seemed will be forever banned, 26. Seller will not make any news release, announcement, denial or confirmation of all or any part of the subject mater of this PO, any phase of any progrem hereunder or in any manner advertiso, publish or disclose the fact Net Buyer has issued such PO, without Me prior written consent of Buyer, which consent may be withheld in the sole discretion of Buyer. 27. In the event of any proeeding s, voluntary Or involuntary, in bankmptcy or insolvency, by or against the Seller, or for the appointment of a receiver or tmstae or on assignee for the benefit of the creditors, Buyer will be entitled to cancel this PO without any penalty or further liability hereunder whatsoever, upon notice to Seller. 2B. Bel let acknowledges that Seller may have access to ceresin confidential, secret or proprietary information anchor materials relating to or owned by Buyer, T- Mobile or other T Mobile affiliate entities, including without limitation, tmd0 appeal, Ideas, know -how, rechniqum, cadger, inteipreied , technical, financial or business information vgaMing Individual customers, business, anticipation and operations (collectively, "Information'). As between Buyer and Seller, such Information will be the solo and exclusive property of Buyer, and Seller agrees that during Me term of this PO and at all times Ihereaften Seller will not disclose such Infommtion to any govemmmmdI agency, person, entity, firth or corpomlhon without M1e express prior waken m ent of Buyer. Seller agrees Loam to Buyer pr nominated omptly upon teination of this PO all correspondence, letters, documents or other tangible things or copies thereof (whether indeed in bard copy, in electromagnetic media, or io any What form) older mention or contain said Information. 20. Any knowledge or information which Seller will have disclosed or may hereafter it lactose to Buyer, and which in any way relates to the goods andlor services covered by this PO will not, on less alma ds specifically ad mail to in writing by Buyer be deemed b be confidential or indicatory information, and will be acquired by Buyer, free from any restrictions (other than a claim for patent Infringement), as pad of the consideration of this PO. 3B. Seller will not assign or subcontract all or any part of Ibis PO, or the goods andlor services which are the subject matter of this PO, or any benefits arising from Nis PO, without the prior written consent of Buyer, which consent may be withheld in Buyer's sole damaged. 31. All notices, aagueas, demands antl oti,arc..munications hereunderwill be in writing and will be deemed given if personally delivered ormaihed, codified mail, return receipt requested, or sent by commevial drought courier to the parties' respective addresses specified on the Po. 32. This PO, including these Torras, constitutes the entire amenment and understanding of the parties, and supersedes all offers, negotiations and other agreements regarding the subject matter of this PO; Provided, however, if this PO is issued under or in connection with an existing written movement between Buyer and Sellerthat Is not a separate Supplier Account Agreement I "SAA') between the period (an "Existing Agreemnnf), then: (a) the Existing Agreement will remain In full forte and effect and not be superseded by this PO, but If them Is any conflict or inconsistency between the terms and conditions of the Existing Agreement and the Toms of this PO, the terms and conditions of the Existing Agreement will govern and central, and (b) any SAA between the parties will remain in full fares and effect and not be superseded by this Po, but if there is any conflict or inconsistency between the terms and conditions of the SAA and the Terms of this PO, the Terms of this PO will neiem antl control. There are no representations or understandings of any kind not set from heroin. Except as othervere expressly provided herein, this PO can be modified only by written agreement between Me padres. 33. This PO and the Terms herein, will be governed by and constituted and enforced in accorgance with the laws of the State of Washington and the parties consent to the malusiva jurisdiction of the state and federal courts sitting in Seattle, King County, Washington. Failure to enfome any provision herein will not constitute a waiver of any future breach or waiver of any older om and condition made, 34. If any lemur or condition herein is found to be void or invalid, such finding will not affect the remaining helps and conditions herein, which will continue in full force and effect. if any provisions are deemed not enfomeabhe, they will be deemed modified to the extent necessary to make them enfomeabhe.