Annex I: General Terms and Conditions for Sale of Services

These general terms and conditions for sale of services (“GTCs”) and the accompanying order form (“Order) (collectively, this “Agreement”) comprise the entire agreement between the parties and they apply to performing services by Jabil Inc. and its subsidiaries and affiliates (“Jabil”) and supersede all other terms, proposals, discussions, purchase orders, acceptance and prior agreements except for conflicting formal signed agreements, between Jabil and a customer (“Customer”) in the same scope of work. Jabil will use commercially reasonable efforts to provide the services described in an Order by the delivery date(s) specified therefor (if any) and acknowledged by Jabil. Jabil and Customer are referred to herein individually as “Party” and collectively as the “Parties”.

1. Services. Jabil shall provide the services to Customer as described in the Order Form (the “Services”) in accordance with these Terms. Customer shall use the Deliverables (“Deliverables” means those tangible deliverables specified in an applicable Order that are provided as part of a Service) solely in connection with the sale of Customer’s specific product incorporating the Deliverable.
2. Payment. Customer shall pay all invoiced amounts due to Jabil within 30 days of the date of Jabil’s invoice. Customer shall make all payments hereunder in US dollars by wire transfer. Customer agrees to reimburse Jabil for all reasonable travel and out-of-pocket expenses incurred by Jabil in connection with the performance of the Services. In the event payments are not received by Jabil in time after becoming due, Jabil may: (i)  charge interest on any such unpaid amounts at a rate of 1% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid in full; and (ii) suspend performance for all Services until payment has been made in full. In the event of cancellation, rescheduling, expiration or termination of the Agreement for any reason, Customer will remain liable for all fees, costs of material and expenses incurred by Jabil.
   Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder.
3. Order Form. Customer’s signature and submission of the Order Form is deemed its acceptance of these GTCs. Jabil’s acceptance and obligations to complete the Order is conditioned upon Customer’s signature of the Order Form in writing and its receipt by Jabil, (ii) credit approval of the Customer by Jabil. If Customer cancels an Order, Jabil may proportionately charge for the time it spent assessing and working to provide the services, on a time and materials basis.
4. Change Orders.
   1. If either Party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. Jabil shall, within a reasonable time after such request, provide a written estimate to Customer of: (i)  the likely time required to implement the change; (ii)  any necessary variations to the fees and other charges for the Services arising from the change; (iii)  the likely effect of the change on the Services; and (iv)  any other impact the change might have on the performance of the Order.
   2. Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither party shall be bound by any Change Order unless mutually agreed upon in writing. The Agreement may only be amended or modified in writing which specifically states that it amends the Agreement and is signed by an authorized representative of each party.
   3. Notwithstanding the above, Jabil may, from time to time change the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Order Form.
   4. Jabil may charge for the time it spends assessing and documenting a change request from Customer on a time and materials basis in accordance with the Order Form.
5. Performance Dates. Jabil shall use reasonable efforts to meet any performance dates specified in the Order Form, and any such dates shall be estimates only. 
6. Customer’s Obligations. Customer shall:
   1. cooperate with Jabil in all matters relating to the Services and provide such access to Customer’s information and premises, and such office accommodation and other facilities as may reasonably be requested by Jabil, for the purposes of performing the Services;
   2. respond promptly to any Jabil request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Jabil to perform Services in accordance with the requirements of this Agreement;
   3. provide such Customer materials or information as Jabil may request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects; and
   4. obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
7. Customer’s Acts or Omissions. If Jabil’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants or employees, Jabil shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
8. Cybersecurity: Each of the Parties shall implement commercially reasonable, risk-based administrative, physical and technical safeguards to protect the confidentiality, integrity, and availability of the other Party’s data, communications, records, confidential information, and personal information (“Party’s Data”) and/or the other Party’s hardware, software, media and networking systems (“Party’s Systems”) to which the Party has authorized access, as well as the security of its own hardware, software, media and network systems (“System”) used to facilitate communications, provide services to or otherwise conduct business with the other Party. Each of the Parties shall ensure that all such safeguards are no less rigorous than accepted industry practices and comply with all applicable data protection and privacy laws. Each of the Parties shall notify the other Party promptly, and in no event later than 48 hours, after discovering any breach of security leading to the accidental or unlawful access, destruction, loss, alteration, or unauthorized disclosure of Party’s Data and/or its Systems (“Security Breach”). The Party suffering a Security Breach shall take immediate steps, at its sole expense, to investigate, remedy, and mitigate the Security Breach, and shall collaborate and cooperate in good faith with the other Party so that the other Party may take any action or other steps that it reasonably determines to be necessary or appropriate in light of the Security Breach. None of the Parties shall not make any third-party disclosures about the Security Breach without the other Party’s prior consent. Parties shall immediately notify each other of any regulatory notice of inquiry, investigation or similar action received by either Party as a result of a Security Breach, and shall assist and cooperate in good faith with each other in responding to and otherwise complying with any such action. The Party suffering a Security Breach shall indemnify, hold harmless and defend the other Party (including its affiliates) from any claims and other actions, and reimburse the other Party for all losses, expenses, and costs reasonably incurred by the other Party as a result of a Security Breach originating from a System or other breach by the Party suffering a Security Breach.
9. Intellectual Property:  Each Party retains all right, title, and interest to all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, data, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, and all other rights (collectively, “Intellectual Property Rights”) owned, or controlled by the Party prior to the start of Services (“Background IP”).  Jabil shall own all Intellectual Property Rights in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Jabil in the course of performing the Services, excluding Customer Background IP. Customer grants to Jabil, a worldwide, limited, non-exclusive, fully paid-up, royalty free, right and license, under Customer’s Background IP for Jabil to meet its obligations under the applicable Order pursuant to this Agreement. Except as expressly provided herein, nothing in this Agreement grants or purports to grant any rights or licenses to Intellectual Property Rights, including by implication, by virtue of estoppel, or otherwise to Customer. 
10. Warranty: Jabil represents and warrants to Customer that the Services will be carried out in a professional manner with reasonable skill and care and by appropriately experienced and qualified staff. Jabil shall not be liable for a breach of the warranty, unless Customer gives written notice of the defective Services, reasonably described, to Jabil within 5 days of the time when Customer discovers or ought to have discovered that the Services were defective. In that case, Jabil shall, in its sole discretion, either: (i)  re-perform such Services (or the defective parts of the Services); or (ii)  credit or refund the price of such Services at the pro rata contract rate. The remedies set forth in section shall be the Customer’s sole and exclusive remedy and Jabil’s entire liability for any breach of the limited warranty set forth in this section.
11. DISCLAIMER OF WARRANTY. EXCEPT FOR THE LIMITED WARRANTY UNDER SECTION 10, ALL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND JABIL EXPRESSLY DISCLAIMS, AND CUSTOMER EXPRESSLY WAIVES, ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND WHATSOEVER WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE, INCLUDING, ANY WARRANTY OF MERCHANTABILITY, OUTCOME OR FITNESS FOR A PARTICULAR PURPOSE, PLANNED COST SAVING, NON-INFRINGEMENT, WARRANTY OF TITLE, OR ANY WARRANTIES THAT THE PERFORMANCE OF THE SERVICES OR DELIVERABLES WILL BE ACCURATE, UNINTERRUPTED OR ERROR FREE OR WILL MEET CUSTOMER’S REQUIREMENTS. NO ORAL OR WRITTEN STATEMENT OR REPRESENTATION BY JABIL, ITS AFFILIATES, SUBSIDIARIES, AGENTS OR EMPLOYEES SHALL CONSTITUTE OR CREATE A WARRANTY OR EXPAND THE SCOPE OF ANY WARRANTY HEREUNDER. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND NO ACCESS TO OR USE OF ANY OF THE SERVICES OR DELIVERABLES IS AUTHORIZED UNDER THIS AGREEMENT EXCEPT UNDER THIS DISCLAIMER.
12. Limitation of liability:
    1. In no event shall the Parties be liable to each other or to any third party under any contract, tort, strict liability, negligence, or other legal or equitable claim or theory for any loss of use, revenue or profit or loss of data or diminution in value, or for any consequential, incidental, indirect, exemplary, special or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not the Parties have been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
    2. To the fullest extent permitted by law, except with regard to any confidentiality obligations set forth herein, the Parties sole liability in connection with this agreement, whether arising out of contract, negligence, strict liability in tort, warranty, or otherwise, shall be limited to direct monetary damages which shall not exceed the aggregate amounts paid or payable to Jabil pursuant to the applicable Order Form.  
    3. The limitation of liability set forth in this Section 12 shall not apply to death or bodily injury resulting from any of the Party’s negligent acts or omissions, to the extent such liability cannot be limited by law. .
13. Compliance with Applicable Laws: Both parties will adhere to all applicable Laws and regulations governing such party’s conduct in connection with this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, and the UK Bribery Act. 
14. Confidential Information:
    1. All non-public, confidential or proprietary information of the Parties, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, suppliers, pricing, and marketing (collectively, “Confidential Information”), disclosed by one of the Parties (“Discloser”) to the other Party (“Receiving Party"), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by the Receiving Party without the prior written consent of the Discloser. Confidential Information does not include information that is: (i) in the public domain; (ii)  known to the Receiving Party at the time of disclosure; or (iii)  rightfully obtained by the Receiving Party on a non-confidential basis from a third party.   
    2. Receiving Party agrees to use the Confidential Information only to provide or make use of the Services and Deliverables.
    3. Discloser shall be entitled to injunctive relief for any violation of this Section 14.
15. Termination. In addition to any remedies that may be provided under these terms, Jabil may terminate the Agreement with immediate effect upon written notice to Customer, if Customer:  (a)  fails to pay any amount when due under the Agreement and these terms, and such failure continues for 30 days after Customer’s receipt of written notice of nonpayment;    (b)  has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or   (c)  becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
16. Waiver. No waiver by any of the Parties of any of the provisions of these terms is effective unless explicitly set forth in writing and signed by that Party. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these terms operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
17. Force Majeure. Jabil shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached these terms and the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Jabil including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
18. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under these terms without the prior written consent of Jabil. Any purported assignment or delegation in violation of this Section 18. is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
19. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
20. Publicity. Without the consent of the other Party, neither Party shall refer to this Agreement in any publicity or advertising or otherwise disclose to any third party any of the terms of this Agreement. Notwithstanding the foregoing, neither Party will be prevented from, at any time, furnishing any information to any governmental or regulatory authority, including the United States Securities and Exchange Commission or any other foreign stock exchange regulatory authority, that it is by law, regulation, rule or other legal process obligated to disclose, so long as the other Party is given advance written notice of such disclosure. Any Deliverables or other documents provided by Jabil to Customer under these terms shall not be published or shared by Customer. Customer agrees that Jabil may identify Customer as a recipient of Services and use Customer’s logo in sales presentations, marketing materials and press releases.
21.  Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule.
22.  Dispute Resolution: Any dispute, action or proceeding arising out of or relating to this Agreement shall be settled by binding arbitration under the applicable rules and procedures of the arbitration body of the American Arbitration Association, with the mandatory site for arbitration in New York. This clause shall not preclude parties from seeking provisional remedies from a court of appropriate jurisdiction.
23. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Order Form or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 23.
24. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
25. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Dispute resolution and Survival.
26. Non-solicitation. Neither party shall not, during the term of this Agreement nor for one (1) year thereafter, solicit to hire, hire, or contract with any employee, manager, director, or officer of the other party or its affiliates, without the written consent of such other party. It shall not be deemed a breach of the foregoing provision to engage in general solicitations or recruiting activities for hiring by either party addressed to the general public that may include, without limitation, advertisements by means of newspapers, magazines, Internet, radio or television, or replies by either party’s employees or contractors to postings on online resources including databases and job posting sites, and to freely hire any persons responding to such solicitations.
27. Indemnification. Customer agrees to indemnify, defend and hold harmless Jabil, and its affiliates, subsidiaries, and their respective directors, officers, employees, and agents from and against all actions, causes of action, liabilities, claims, suits, judgements, liens, awards, and damages of any kind and nature whatsoever (including personal injuries), and expenses, costs of litigation and reasonable attorneys’ fees that are based in part or in whole in connection with any of the following: (i) a third-party’s use of or reliance on any Deliverables or derivative data disclosed to such third-party by Customer; (ii) a third party’s claim, that the use of the Deliverable causes an infringement of any third party intellectual property rights.