InnovaPrep understands the necessity of a strong and diverse supply chain for the success of a business. Our focus on maintaining a robust supply chain supports supplier partnerships that add value for our suppliers, customers, programs and projects. 

Please be aware that items or services purchased by InnovaPrep may be used in performance of U.S. Federal Government contracts or subcontracts.  As such, for contracts or purchase orders issued by InnovaPrep to suppliers for the acquisition of items or services used for the performance of U.S. Government contracts or subcontracts, certain clauses set forth in the Federal Acquisition Regulation (“FAR”), Defense Federal Acquisition Regulations Supplement (“DFARS”) and/or the Department of Health and Human Services Acquisition Regulation (“HHSAR”), as applicable, may be incorporated by reference. 

If you are interested in supplying InnovaPrep or have supply chain questions, please contact us at SupplyChain@innovaprep.com  

Unless stated otherwise on an InnovaPrep Purchase Order, all Purchase Orders issued by InnovaPrep are governed by InnovaPrep’s Supplier Terms & Conditions. These Terms & Conditions, which are incorporated by reference, are stated below. 

1. ACCEPTANCE

1.1 Status

These terms and conditions (the “Terms”) accompany or are linked with an order for the purchase and sale of goods and services (collectively, the “Items”) described on the order form to which these Terms are linked (the “Order").  The Order and these Terms shall be deemed accepted upon the Seller’s signature thereon, the return of the acknowledgment copy of the Order, or the commencement of performance by Seller. No course of dealing shall be effective to vary the foregoing.

1.2 Inconsistent Terms

Buyer hereby rejects any additional, inconsistent, conflicting, or different provisions, terms, or conditions proposed or offered by Seller at any time, whether or not such provisions, terms, or conditions materially alter the Order or these Terms, irrespective of Buyer's acceptance of or payment for any of the Items, and regardless of whether such provisions, terms, or conditions are contained in Seller’s invoice, quotation, acknowledgment, packing or shipping materials, or other form or document. All such Seller-proposed provisions, terms, and conditions are expressly rejected by Buyer.

1.3 Entire Agreement

These Terms (coupled with the provisions on the face of the Order) constitute the entire agreement between Buyer and Seller regarding the Order and the Items to be furnished thereunder, and no change to or modification of the Order or these Terms shall be binding upon Buyer unless in writing and signed by an authorized representative of Buyer's procurement or purchasing office at the place of business from which the Order has issued.

2. PROTECTION OF PROPERTY AND CONFIDENTIAL INFORMATION
2.1 Property 

1. (a) “Property” shall mean all materials, equipment, tools, supplies, components, and facilities furnished to Seller by Buyer, or paid for by Buyer under the Order, as well as any improvements thereto or replacements thereof used or useful in fulfilling any orders (including this Order) presented to Seller by Buyer. This Section 2.1shall govern the use, ownership, treatment, handling, and disposition of such Property (if any). 
2. (b) Title to all Property shall be vested in Buyer with the right to demand possession at any time. Seller, being a bailee for hire, may use Property only in the performance of work for Buyer and must protect same using that degree of care which is reasonable under the circumstances.  Buyer does not warrant any property, quality, condition, or other aspect of the Property. 
3. (c) Seller bears the risk of loss of, and is responsible for paying all personal property taxes that accrue on, all Property that is in the custody or control of Seller or any supplier or subcontractor to whom Seller delivers Property as permitted under these Terms. 
4. (d) Without limiting the generality of the foregoing, Seller will establish and maintain a system to control, protect, preserve, and maintain all Property in good condition and repair.  All Property is subject to removal and return at Buyer’s written request, in which event Seller, at Buyer’s expense, will prepare such Property for shipment and deliver it to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted.  Buyer may enter Seller’s premises at any reasonable time to inspect the Property and Seller’s records with respect thereto. 
5. (e) Upon completion, expiration, or termination of the Order, Seller will retain all Property at its expense until disposition directions are received from Buyer. 
6. (f) Seller shall, if not already present, affix such signs, labels, or other designations as Buyer may require and then maintain such signs, labels, or other designations on the Property indicating that the Property belongs to Buyer. 
7. (g) Seller may not deliver custody of any Property to any person or entity other than Buyer without Buyer’s prior written permission.  If with Buyer’s prior written permission Seller furnishes Property to any supplier or subcontractor of Seller for use in performance of Buyer’s orders (including this Order), Seller shall 
   1. (i) insert the substance of this Section 2.1 into all orders to such supplier or subcontractor; and
   2. (ii) remain responsible hereunder for any breach by such supplier or subcontractor of this Section 2.

2.2 Confidential Information

1. (a) For purposes of these Terms, all Property and other data provided to Seller from Buyer or other suppliers of Buyer shall be treated as “Confidential Information.”  Confidential Information shall also include all technical data (including, without limitation, manufacturing, process, test or repair data, know-how, designs, and data describing physical, functional, and/or performance characteristics or specifications), computer programs, and all other information and/or data that:
   1. (i) has been supplied to Seller (or any other person on behalf of Seller) by or on behalf of Buyer, whether transmitted in writing, orally, magnetically, optically, electronically, or otherwise; 
   2. (ii) Seller has designed, developed, or created for (or for the benefit of) Buyer or at Buyer’s expense; and 
   3. (iii)all derivatives of or from the items described in clauses (i) and (ii) hereof.  Except to the extent specifically provided in these Terms, Seller shall have no rights (including intellectual property rights) in or to any Confidential Information.
2. (b) Upon Buyer’s request, Seller will deliver all Confidential Information, all embodiments thereof (in whole or in part), and all copies or summaries thereof or extracts or excerpts therefrom to Buyer.
3. (c) All works of authorship prepared by Seller specifically in connection with performance or fulfillment of the Order are considered to have been specially commissioned and, to the extent applicable, as “works made for hire” under U.S. Copyright Law.  Under such circumstances, Buyer shall be deemed to be the author of such works of authorship.  If any such work of authorship does not qualify as a work made for hire, then Seller shall assign, and hereby does assign, all of Seller’s right, title, and interest (including all intellectual property rights) in and to such works of authorship to Buyer. Seller further agrees to assign to Buyer all other intellectual property rights to all Confidential Information, works of authorship, or to any item designed or created using such works of authorship or Confidential Information.
4. (d) Seller may not disclose Confidential Information to any person (other than such employees of Seller who have a reason to know in order to perform Seller’s obligations under the Order and who are bound by non disclosure and nonuse obligations substantially equivalent to the nondisclosure and non use covenants in these Terms) or entity without Buyer’s prior written permission.  If, with Buyer’s prior written permission, Seller furnishes Information to any supplier or subcontractor of Seller for use in performance of Buyer’s orders, Seller shall (i) insert the substance of this Section 2 into  all orders to such supplier or subcontractor; and (ii) remain responsible hereunder for any breach by such supplier or subcontractor of this Section 2.
5. (e) Seller may use Confidential Information only for the benefit of Buyer and for no other purpose whatsoever.

2.3   Training of Employees  
Seller will maintain adequate processes to protect Buyer’s Property and Information from improper use and/or disclosure, and will train its employees appropriately to follow such processes.  Seller’s failure to comply with the foregoing sentence shall be a justification for and constitute grounds for termination of the Order by Buyer hereunder.

3. DELIVERIES AND SHIPMENTS
3.1 Scheduled Delivery

Delivery of Items in accordance with the schedule contained on or referenced in the Order (the “Schedule”) are a material requirement of the Order. TIME IS OF THE ESSENCE.  Seller shall not, without Buyer's prior written consent, manufacture or procure materials in advance of Seller's reasonable lead-time.
3.2 Transport
Seller will, at its expense, ship by the means specified in the Order (if any).  If not so-specified, Seller will ship via express or air shipment or by the most expeditious way if the delivery schedule is endangered for any reason other than Buyer's fault. Unless otherwise provided on the face of the Order, delivery shall be DDP to the destination stated in the Order per Incoterms 2020.
3.3 Variance

Buyer reserves the right to reject all or any part of any delivery that varies from the quantity authorized by Buyer for shipment.  All items shall be packaged in accordance with Buyer's instructions or, if none are specified, in accordance with good commercial practice in a manner sufficient to ensure arrival in an undamaged condition.  Items shipped in advance of the delivery Schedule without Buyer’s advance written approval may be returned at Seller's expense.  If requested by Buyer, Seller shall give notice of shipment to Buyer at the time of delivery of any shipment of Items to a carrier for transportation. Title shall pass to Buyer upon acceptance of Items at the destination stated on the face of the Order. Risk of loss of Items shall pass to Buyer per the Incoterms stated in Section 3.2 above, unless earlier passed pursuant to other provisions of the Order.

4. INSPECTION

Notwithstanding 

1. (i) payment, 
2. (ii) passage of title, or 
3. (iii) prior inspection or test, all Items are subject to final inspection and acceptance or rejection by Buyer at Buyer’s facility. 

At all reasonable times, including the period of manufacture, Buyer, and/or its customers may inspect and/or test the Items to be furnished hereunder at the places where the work is being performed, including those of the Seller's suppliers, and Seller shall provide, without additional charge, reasonable facilities and assistance for safe and convenient inspection and test. Buyer may inspect 100% or a sample of all Items or any lot of Items at Buyer's option, and Buyer shall have the right to reject all or any portion of the Items or lot of Items if any such inspection reveals them to be, in Buyer's sole opinion, defective or nonconforming.  Seller shall provide and maintain a test and inspection system acceptable to Buyer and its customers, if required.  Records of all inspection work by Seller shall be kept complete and available to Buyer and its customers during the performance hereof and for seven (7) years after final payment by Buyer or for such longer period as may be specified elsewhere or as may be required by applicable law.

5. WARRANTY
5.1 Product Warranty

Seller warrants to Buyer and to its successors and customers that all Items furnished to Buyer will be free from defects in material and workmanship; will conform to applicable drawings, designs, specifications  and samples; will meet all functional and performance requirements set forth or referenced in the Order; will be of merchantable quality and fit for their intended purpose; and to the extent the Order calls for services to be performed, such services will be free from defects in workmanship, will meet all of the requirements of the Order, and will be performed to the highest standards of workmanship in the industry (all of which are hereinafter collectively called “Conforming Items”).The duration of the warranty shall be in accordance with the manufacturer’s standard warranty (the “Warranty Period”).
5.2 Remedy

If Conforming Items are not furnished or if Conforming Items cease to qualify as Conforming Items at any time during the Warranty Period, Seller shall repair or replace such non-Conforming Items, such repair or replacement to occur within the period specified in the Order or within twenty-one (21) days from return by Buyer, which ever period is shorter(the “Repair Period”). Seller’s failure timely to repair or replace and redeliver such non-Conforming Items (rendering such Items Conforming Items) within the Repair Period, shall entitle Buyer, at its election and (in addition to any other rights or remedies it may have at law or in equity), to have such non-Conforming Items corrected at Seller’s expense.  In addition to the costs of repairing or replacing such non-Conforming Items, Seller agrees that, notwithstanding the provisions of any warranties, expressed or otherwise, negotiated with respect to Items purchased from Seller by Buyer or Buyer's customers, Seller shall reimburse Buyer for labor and material cost, including overhead and general administrative (G&A) expense reasonably incurred by Buyer in connection with:

1. (i) the unscheduled removal and/or replacement of such Items or components thereof from a higher level assembly due to failure of such Items to conform to requirements of the Order or defective material, workmanship, or design; 
2. (ii)any such removal of said Items at Seller's request; or 
3. (iii) any such removal of said Items required because of any previously required changes to said Items which Seller has failed to incorporate.

This remedy is not exclusive and shall not be in lieu of any other remedy available at law, in equity, or under the Order. The Warranty Period shall be suspended upon notice that non-Conforming Items have been furnished until they have been repaired or replaced and redelivered to Buyer postage or freight prepaid, or in the case of nonconforming services, have been corrected. The un-expired portion of the warranty shall be applicable to the repaired, replaced, or corrected Conforming Items.

6. CHANGES
6.1 Buyer-Initiated Changes

Buyer may, at any time, by a written change order, make changes in any one or more of the following:

1. (a) drawings, designs, specifications, where the Items to be furnished are to be specially manufactured for the Buyer in accordance therewith;
2. (b) method of shipment or packing;
3. (c) place or time of inspection, delivery, or acceptance;
4. (d) the quantity and/or type of services ordered, the work or service schedules; or
5. (e) the amount of any Buyer furnished property.

If any such change causes an increase or decrease in the cost of or time required for performance of the Order, an equitable adjustment shall be made in the price or delivery Schedule or both and the Order shall be modified accordingly. No claim by Seller for adjustment hereunder shall be allowed unless made in writing for a specified amount within twenty (10) days from the date notice of any such change is received by Seller. If Seller considers that the conduct, statement, or direction of any of Buyer’s employees constitutes a change hereunder, Seller shall notify Buyer’s authorized representative and take no action on the perceived change pending written approval of Buyer’s authorized representative.  Only Buyer’s authorized representative has authority to approve a change.  Any change made by Seller without such written approval shall be deemed voluntary by Seller and not compensable in the cost of or time required for performance. Nothing in this Section 6 shall excuse Seller from proceeding with performance of the Order as changed.
6.2 Compliance Changes

Notwithstanding the above or any other provision of the Order, Seller hereby agrees that any changes that are made to meet the specified performance requirements of the Order shall not entitle Seller to any adjustment in either price or delivery.
6.3 Design Changes

During performance of the Order, Seller shall not make any changes in the design of Items to be furnished by Seller under the Order without advance written notification to and written approval of Buyer.  The above requirements apply whether or not there is a cost impact associated with the change and regardless of the type of change involved, including product improvements.
6.4 Stop Work Orders

Buyer may, at any time by written order, require Seller to stop all or any part of the work under the Order for a period of up to one hundred twenty (120) days after delivery of such stop work order, and for any further period as the parties may agree.  Immediately upon receipt of such stop workorder, Seller shall comply with its terms and take all reasonable steps to minimize the costs allocable to the work stoppage.  At any time during such period, Buyer may, in whole or in part, either cancel the stop work order or terminate the work in accordance with Section 7 hereof. To the extent the stop work order is canceled or expires, Seller shall resume work.  If a stop work order is the sole and exclusive cause of a material change in cost or delivery, an adjustment shall be made in the price or the delivery Schedule, or both, and the Order shall be modified accordingly; provided, however, that no adjustment in price or delivery shall be made under this Section 6 if,

1. (i) the work would have been otherwise interrupted or delayed, or
2. (ii) such adjustment is available or expressly excluded under any other provision of the Order.

No claim for adjustment shall be allowed unless submitted to Buyer in writing within twenty (20) days after the work is terminated or the stop work order expires or is canceled, which ever first occurs.

7. TERMINATION
7.1 Termination for Convenience
By written notice, Buyer may terminate the Order or any part hereof, for its sole convenience. In the event of such termination, Seller shall immediately stop all work under the Order and shall immediately cause all of its suppliers and subcontractors to cease work.  Subject to the terms of the Order, Seller shall be paid a portion of the order price reflecting the actual costs incurred for the work performed prior to the notice of termination, plus reasonable charges Seller can demonstrate to the satisfaction of Buyer, using its standard record-keeping system, that were directly caused by such termination. Seller shall submit its claim no later than six (6) months after receipt of the termination notice.  Seller shall make reasonably available to Buyer or Buyer’s representative any books, records, or data supporting its claim. Seller shall not be paid for any work performed or costs incurred that, with reasonable effort, could have been avoided.  Upon Buyer’s payment to Seller in accordance with this Section 7.1, title to all equipment, materials, work-in-progress, special tooling, finished products, and any other thing acquired for the Order, and any plans, drawings, specifications, Information, and other things that would have been required to be delivered to Buyer, shall vest in Buyer and, upon Buyer’s request, will be delivered to Buyer (at Buyer’s expense).
7.2 Termination for Cause
By written notice, Buyer may terminate the Order in whole or in part:

1. (a) if Seller fails or refuses to perform in accordance with any of the requirements of the Order or these Terms (including Section 2.3 hereof) or fails or refuses to make progress with respect thereto (a “Default”);
2. (b) if Seller becomes insolvent or suspends any of its operations or if any petition is filed or proceeding commenced by or against Seller (whether voluntary or involuntary) under any federal or state law, or under any agreement, instrument, security interest, or similar arrangement, relating to bankruptcy, arrangement among debtor and creditors, reorganization, receivership, or assignment for the benefit of creditors;
3. (c) if Seller fails to provide Buyer, upon request, with adequate assurances of future performance within the time period requested by Buyer; or
4. (d) if Seller engages in any use or disclosure of Property or Confidential Information that is not expressly permitted under the terms of the Order.

Any such termination will be without liability to Buyer except for completed Items delivered and accepted by Buyer, payment for which may be set off against damages suffered by Buyer.  Buyer may require Seller to transfer title and deliver to Buyer any or all Property produced or procured by Seller for performance of the work completed as of the termination, and Seller shall be credited with the reasonable value thereof not to exceed Seller’s actual incurred costs or the order price, whichever is less.  Seller will be liable for damages caused by or resulting from its breach of or Default under the Order or these Terms, including(but not limited to) incidental and consequential damages and excess costs of re-procurement.  If, after a termination pursuant to any of Sections 7.2 (a), 7.2(c), or 7.2(d) of these Terms, it is determined that Seller was not in breach or Default, that adequate assurances had been provided, or that Seller had a legal right to use or disclose the Property or Confidential Information in question, the termination shall be deemed a termination for convenience under Section 7.1.  Buyer or its designee shall have the right to audit all elements of any termination claim and Seller shall make available to Buyer or Buyer’s designee on request all books, records, and data relating thereto.  Termination of the order pursuant to this Section 7.2 shall be without prejudice to any other rights and remedies of Buyer under statute or common law.
7.3 Continuation of Performance

To the extent the Order is not terminated pursuant to Sections 7.1or 7.2(above), Seller shall continue performance.
7.4  Survival

Notwithstanding the termination, completion, or expiration of the Order, the provisions of these Terms that are intended to survive shall survive such termination, completion, or expiration, such surviving provisions to include (without limitation) Sections 2, 3.3, 4, 5, 7.4, 11, 12, 13, 16, 17, 18, 19.3, 19.4, and 19.5.

8. EXCUSABLE DELAYS
Neither Seller nor Buyer shall be in breach or default for any delay or failure to perform under the Order because of causes beyond its control and without its fault or negligence; provided, that any delay or failure to perform caused by the default of a supplier of Seller at any lower-tier shall be excused only if (i) it is beyond the control of both Seller and such supplier and without the fault or negligence of either, (ii)the parts, supplies, components, or services to be furnished are not obtainable from other sources in sufficient time to permit Seller to meet the delivery Schedule, and (iii) Seller furnishes prompt written notice to Buyer of the occurrence of any such cause that will or may delay Seller's performance.  If delivery of any Item is delayed by any excusable delay for more than three (3) months, Buyer may, without any additional extension, cancel all or part of any order with respect to the delayed Item, and exercise any of its remedies at law or in equity.

9. PRICES, TAXES, AND NEW MATERIAL
Seller warrants that none of the items furnished under the Order are surplus, used, remanufactured, or reconditioned or of such age or so deteriorated as to impair the usefulness or safety thereof, unless otherwise specifically stated on the face of the Order.  Unless otherwise provided on the face of the Order, THE PRICES APPEARING ON THE ORDER INCLUDE ALL PACKAGING, CRATING, ANDFEDERAL, STATE, AND LOCAL TAXES, DUTIES, AND THE LIKE, IF APPLICABLE, AND ARE FIRM FOR THE PERIOD COVERED BY THE DELIVERY SCHEDULE.

10. PAYMENT TERMS
Payment periods and cash discount periods will be computed from the date of acceptance of the Items ordered, or the date of receipt of correct and proper invoices prepared in accordance with the Order, whichever is latest.  The payment date will be delayed on a day-for-day basis for any Item that is furnished or delivered later than called for by the delivery Schedule.

11. SET-OFF

Buyer may set-off any amount due from Seller to Buyer, whether or not under the Order or under any other agreement between Seller and Buyer, from any amounts payable to Seller under the Order.

12. INJUNCTIVE RELIEF

Nothing contained herein shall operate to waive or limit Buyer’s right to seek injunctive relief with respect to any breach or threatened breach by Seller of its obligations under these Terms. In particular, any breach of or Default by Seller of its obligations under Section2 of these Terms shall entitle Buyer to seek injunctive or other equitable relief, Seller conceding that such a Default or breach would produce irreparable damage and losses to Buyer not capable of ready determination.

13. INDEMNITY
13.1 Patent, Trademark, Copyright, and IP indemnity
 Seller shall indemnify, hold harmless, and(at Buyer’s option) defend Buyer  from and against any and all damages, costs, including legal fees, losses, and liabilities resulting from a suit, claim, or proceeding based on any alleged infringement or misappropriation of any intellectual property or other rights of any person arising out of or in any way related to Buyer’s sale, use, reproduction, modification, distribution, public display, public performance, manufacture, assembly, or importation of  any Item sold to Buyer by Seller, and from reasonable expenses incurred by Buyer in defense of such suit, claim, or proceeding if Seller does not undertake the defense thereof; provided, that Seller is notified of any such suit and, except for suits against the U.S. Government, Buyer offers Seller full and exclusive control of the defense of such suit, claim, or proceeding when Items of Seller only are involved therein or the right to participate in the defense of such suit, claim, or proceeding when products other than those of Seller are also involved therein; except that, this indemnity shall not extend to infringement resulting solely from Seller’s compliance with Buyer’s specific designs.  In the event of an injunction or restraining order, Seller shall, at its own expense, either procure for Buyer the right to continue to sell and use the Item, or replace or modify the Item so that it becomes non-infringing.  Seller shall also indemnify Buyer’s customers and agents for such infringement if and to the extent that Buyer has agreed so to indemnify them, but to no greater extent than Seller has indemnified Buyer herein and under the same conditions as set forth herein.
13.2 General Indemnification

Seller shall indemnify, hold harmless, and (at Buyer’s election) defend Buyer, its directors, officers, employees, agents, and invitees from and against all liability, demands, claims, losses, costs, damages, and expenses, including but not limited to attorney’s fees, by reason or on account of property damage, death, and personal injury of whatsoever nature or kind arising out of, as a result of, or in connection with the performance of the Order that is occasioned by the actions or omissions of Seller or its suppliers or subcontractors at any tier or level.

14. INSURANCE
Seller will maintain and carry liability insurance which includes but is not limited to commercial general liability (including product liability and for services to be performed, completed operations liability) in a sum no less than $5 million, automobile liability in a sum no less than $2 million, workmen’s compensation in an amount no less than the applicable statutory minimum requirement, and employer’s liability in an amount of no less than $1 million, with insurance carriers acceptable to Buyer.  Seller will, if requested by Buyer, furnish certificates of insurance from its carrier(s) on the foregoing coverages, which shall provide that such coverage shall not be changed without thirty (30) days’ advance written notification to Buyer from the applicable carrier or carriers.

15. PERSONNEL
15.1 Key Personnel
Seller’s personnel listed or identified as “Key Personnel” in the Order are considered by Buyer to be critical to the successful performance of the Order, and were a substantial factor in Buyer’s decision to award the Order to Seller. Buyer may consider any change by Seller in its Key Personnel as grounds for termination under Section 7 hereof.
15.2 Performance of Individuals
Upon determination by Buyer, at any time, that the performance of Seller’s employees assigned to the work hereunder does not meet Buyer’s required standards, which shall be consistent with the industry and reasonable, and upon notification to Seller of such determination, the failure of Seller to take appropriate corrective action satisfactory to Buyer will be a cause for Buyer’s termination under Section 7.2of these Terms.
15.3 Standards of Conduct, Integrity, and Compliance
Buyer conducts its business in strict compliance with applicable laws, rules, and regulations; with honesty and integrity; and with a strong commitment to the highest standards of business ethics. Buyer expects its vendors, including Seller, to do the same.  In addition, it is the policy of Seller to enter into supplier agreements only with companies that have a demonstrated record of, and commitment to, the highest ethical standards.  Seller shall, at all times, carefully comply with all rules, laws, and regulations pertaining to the furnishing of things of value, including, for instance, entertainment, travel, or gratuities.
15.4 Notice to Buyer of Labor Disputes
Whenever Seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of the Order, Seller shall immediately give notice thereof, including all relevant information with respect thereto, to Buyer.  Seller shall include this paragraph in each lower-tier subcontract under the Order.
15.5 Seller’s Status
It is understood and agreed that Seller and its employees engaged in the performance of the Order by Seller, are not employees of Buyer and are not entitled to Buyer employee benefits or privileges or any payment from Buyer(other than as expressly provided for in the Order), and the Seller shall pay the salaries or expenses, applicable taxes, including Social Security and unemployment of said employees. Seller shall also pay any expenses normally paid by an employer in connection with its employees assigned to Buyer.  The Seller is and shall be deemed to be an Independent Contractor at all times during its performance.

16. COMPLIANCE WITH LAWS
16.1 Compliance
Seller shall comply with all applicable federal, state, and local laws, Executive Orders, rules, and regulations during performance of all tasks incident to the Order, including (but not limited to) the Occupational Safety and Health Act of 1970 as amended("OSHA"); Toxic Substances Control Act as amended ("TSCA");the Fair Labor Standards Act of 1938 as amended ("FLSA"); the Clean Air Act as amended; the International Traffic in Arms Regulations("ITAR") as amended; and the Anti-Kickback Act of 1986 as amended.
16.2 Substantiation
Seller will furnish documentation, within seven (7) days of Buyer's request, regarding payment, offer, or agreement to pay "political contributions" or "fees or commissions" (as those terms are defined at 22 CFR 130) with respect to any sale by the Buyer for which a license or approval is required from the Office of Defense Trade Controls, Department of State or any sale pursuant to a contract with the Department of Defense under Section 22 of the Arms Export Control Act (22U.S.C. § 2762).
16.3 Certifications
Seller warrants that all representations and certifications furnished by Seller as required by law or regulation in connection with the Order are accurate, current, and complete as of the effective date of the Order, and that to Seller's knowledge no person has been paid a kickback or illegal gratuity in connection with the Order. Seller will indemnify, hold Buyer and its customers harmless, and (at Buyer’s option) defend Buyer and its customers from and against any loss, damage, or expenses sustained because any certification or representation herein or required by law or regulation made by Seller was inaccurate, non-current, or incomplete or because of Seller's non-compliance with any applicable law or regulation.

17. RELEASE OF INFORMATION TO PUBLIC  
Seller shall not, without the prior written consent of Buyer, make any release of information concerning the Order or any other information related to Buyer (other than to Seller's employees and subcontractors that is required for the performance of their duties), including providing copies of the Order or identifying the Items sold by Seller to Buyer, nor use the name of Buyer in any advertising or publicity, except as may be necessary to comply with a subpoena or other proper mandatory legal demand.

18. DISPUTES
Any dispute arising out of or relating to the Order, including the breach, termination, or validity thereof or hereof, will be finally resolved by arbitration under the auspices of and in accordance with the commercial arbitration rules of JAMS then in effect. There shall be a single arbitrator, and the arbitration shall be held in Kansas City, Missouri.  Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.  If the dispute between Buyer and Seller is related to a dispute between Buyer and its customer, Seller agrees

1. (i) to a stay in arbitration proceedings until Buyer’s dispute with its customer is finally resolved, and
2. (ii) to continue to perform its obligations under the Order during the stay.

Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under the Order, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the arbitrator’s determination of the merits of the controversy.

19. MISCELLANEOUS
19.1 Non-Waiver

No failure by Buyer to assert its rights under any provision of the Order, or failure of Seller to perform any provision of the Order, shall be effective as a waiver thereof unless consented to in writing by Buyer; nor shall any such waiver constitute an advance waiver of any other provision or failure to perform. The rights and remedies of Buyer set forth herein shall bein addition to any other rights and remedies provided in law or equity and the failure or delay by Buyer to exercise any rights or remedies under the Order shall not operate as a general waiver thereof.
19.2 Assignment and Subcontracting

Any assignment of Seller’s rights or subcontractor delegation of Seller’s responsibilities under or with respect to the Order  shall be void unless consented to, in advance, by Buyer in writing. The Order and these Terms are freely assignable by Buyer.
19.3 Choice of Law
The Order shall, in all respects, be interpreted, construed, and governed by and in accordance with the laws of the State of Missouri, disregarding any conflicts of law provisions which may require the application of the laws of another jurisdiction.
19.4 Headings  
Headings set forth in the Order and in these Terms are for convenience of reference only and are not intended to, nor do they alter the meaning, content, or enforceability of, any Section of these Terms.
19.5 Severability
If any of the provisions of these Terms is held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions of these Terms will not be affected and, in lieu of such invalid or unenforceable provision or provisions, there will be substituted automatically as part of these Terms one or more provisions, with such substituted provision or provisions being as similar in scope and meaning to the invalid or unenforceable provision or provisions as possible while, at the same time, being valid and enforceable.