Effective: January 1, 2026   |   Supersedes All Prior Versions

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PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. All quotations, orders, acknowledgments, and sales by Novatronix Inc. (“Seller”) are governed exclusively by these Terms and Conditions of Sale (“Agreement”). BY PLACING AN ORDER, ACCEPTING DELIVERY, OR MAKING ANY PAYMENT, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT IN ITS ENTIRETY. Any conflicting, supplemental, or different terms proposed by Customer — including those in any purchase order, acknowledgment, or other document — are hereby rejected and shall have no force or effect unless expressly accepted in a signed writing by an authorized officer of Seller.

SECTION A — DEFINITIONS

“Background IP”

All IP owned or licensed by Seller before any engagement, or developed independently, including pre-existing designs, manufacturing processes, software, firmware, tools, test protocols, methodologies, and know-how.

“Contract Manufacturing Services”

Seller’s production of goods to Customer-provided specifications, designs, or bill-of-materials, where Seller’s role is fabrication and assembly rather than design origination.

“Customer Foreground IP”

IP created solely by Customer independently of any NRE Services engagement, not incorporating any Seller Background IP or Seller Foreground IP.

“Customer-Supplied Materials”

Specifications, designs, drawings, software, firmware, BOMs, approved vendor lists, and other technical or physical materials furnished by Customer to Seller in connection with any order.

“Foreground IP”

All IP rights, inventions, improvements, works of authorship, know-how, and trade secrets conceived or developed by Seller in the course of performing NRE Services, whether or not patentable or copyrightable.

“NRE Deliverable”

Any work product, design, prototype, document, software, firmware, schematic, specification, test report, tooling, or other tangible or intangible output produced by Seller during NRE Services.

“NRE Services”

Non-recurring engineering, design, development, feasibility, prototyping, testing, tooling, or other technical services resulting in new or modified designs, processes, or work product, distinct from Contract Manufacturing Services.

“Novatronix Proprietary Products”

Products designed, engineered, and marketed by Seller under Seller’s own brand or catalog, not manufactured to Customer-specific design requirements.

“Seller Foreground IP”

Has the meaning set forth in Section N, Clause 58.

 

SECTION B — PAYMENT, PRICING & CREDIT

1.  Payment Terms. Unless otherwise stated on Seller’s invoice or order acknowledgment, all invoices are due net thirty (30) days from invoice date. Prices are EXW Seller’s facility (INCOTERMS 2020). All prices are exclusive of applicable taxes, freight, handling charges, duties, customs fees, and similar impositions, all of which are the sole responsibility of Customer.

2.  Late Payment. Any unpaid balance past due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, compounding monthly from the date of delinquency until paid in full. NRE Services fees not paid when due may result in Seller suspending further NRE Services work without liability to Customer.

3.  Credit & Payment Modification. Seller reserves the right, in its sole discretion, to: (a) require advance payment or security as a condition of fulfillment; (b) modify payment terms at any time prior to shipment or performance; (c) delay or cancel any shipment, order, or services engagement if Customer’s account is past due, if Customer’s creditworthiness has materially declined, or if Customer has failed to fulfill any obligation under this Agreement or any other agreement with Seller.

4.  NRE Fee Structure. NRE Services fees are invoiced as set forth in Seller’s quote or statement of work. Unless otherwise agreed in a signed writing, NRE fees are: (a) non-refundable upon payment; (b) not contingent on the achievement of any particular design outcome; and (c) payable regardless of whether Customer elects to proceed to production following completion of NRE Services.

5.  Collection Costs. Customer shall be responsible for all reasonable costs incurred by Seller in collecting any overdue amounts, including attorneys’ fees and collection agency fees.

SECTION C — DELIVERY, TITLE & RISK OF LOSS

This Section applies to Contract Manufacturing Services and Novatronix Proprietary Products. Delivery of NRE Deliverables is governed by Section N.

6.  Carrier Selection. In the absence of specific prior written instruction from Customer, Seller may select any commercially reasonable carrier on Customer’s behalf.

7.  Transfer of Title and Risk. Title to and risk of loss of all products shall pass to Customer upon delivery to: (a) the carrier at Seller’s facility; (b) Customer directly; or (c) Customer’s designated agent — including any test house, contract manufacturer, or value-added service provider — whichever occurs first.

8.  Freight. Freight charges shown on invoices are estimates only. Seller reserves the right to invoice Customer for actual freight charges where they exceed estimated amounts.

SECTION D — INSPECTION, ACCEPTANCE & RETURNS

9.  Inspection Obligation. Customer shall inspect all products promptly upon delivery. Customer must notify Seller in writing of any claim for shortages, visible damage, or apparent defect within ten (10) business days of delivery. Failure to provide timely written notice shall constitute irrevocable acceptance of the products and waiver of any such claim.

10.  Return Authorization Required. No product may be returned for any reason without Seller’s prior written return merchandise authorization (“RMA”). Products returned without authorization will not be accepted and shall be returned to Customer at Customer’s expense.

11.  Customer Warranty on Returns. Customer warrants that: (a) any products returned pursuant to an RMA are the identical products Seller shipped to Customer; (b) except as specifically disclosed in writing to Seller prior to return, such products are unaltered; and (c) Customer has not made any unauthorized modifications, repairs, or alterations.

12.  Abandoned Goods. If Customer refuses to accept tender or delivery of any products, or returns products without authorization, Seller may hold such products for twenty (20) calendar days awaiting Customer’s written instructions. If no instructions are received within that period, the products shall be deemed abandoned and Seller may dispose of them in any commercially reasonable manner without any obligation to credit Customer’s account.

SECTION E — WARRANTIES

Warranty coverage varies by Seller business line. The applicable warranty for each category of product or service is set forth below.

13.  Novatronix Proprietary Products. Seller warrants that Novatronix Proprietary Products will be free from defects in materials and workmanship for ninety (90) days from date of delivery to Customer (the “Warranty Period”), under normal use and in accordance with applicable specifications.

14.  Contract Manufacturing Services. Seller warrants that products manufactured pursuant to Contract Manufacturing Services will be free from defects caused solely by faulty assembly or workmanship for ninety (90) days from date of delivery. This warranty does not extend to defects caused by or attributable to Customer-Supplied Materials, Customer specifications, Customer-mandated components, or design choices made by or on behalf of Customer.

15.  NRE Services. Seller warrants that NRE Services will be performed by qualified personnel in a professional and workmanlike manner consistent with applicable industry standards. SELLER DOES NOT WARRANT THAT ANY PARTICULAR DESIGN OUTCOME, SPECIFICATION COMPLIANCE, OR PERFORMANCE RESULT WILL BE ACHIEVED. NRE Services are effort-based; the warranty relates to the quality of Seller’s performance, not to any guaranteed result.

16.  Supplier Pass-Through Warranties. All components, materials, and third-party products incorporated into Seller’s work are covered solely by the applicable supplier’s warranty, to the extent available and transferable. Seller passes through such warranties to Customer on an as-is basis.

17.  As-Is Products. Where no supplier or Seller warranty exists, products are provided “AS IS” with all faults and without warranty of any kind.

18.  Exclusive Remedy. Customer’s sole and exclusive remedy for any warranty claim shall be, at Seller’s election: (a) refund of the purchase price paid for the defective product or service; (b) repair or re-performance by Seller; or (c) replacement of the defective product. This remedy shall be the exclusive remedy for warranty claims regardless of the form of action.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION E, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, ACCURACY OF SPECIFICATIONS, OR RESULTS. NO STATEMENT IN ADVERTISING MATERIALS, TECHNICAL DOCUMENTS, PROPOSALS, OR OTHER DESCRIPTIVE LITERATURE SHALL CONSTITUTE A WARRANTY. SELLER ASSUMES NO RESPONSIBILITY FOR THE ADEQUACY OR SUITABILITY OF ANY DESIGN OR SPECIFICATION PROVIDED TO SELLER BY OR ON BEHALF OF CUSTOMER.

SECTION F — MATERIAL RESPONSIBILITY & CUSTOMER-SUPPLIED SPECIFICATIONS

19.  Customer-Furnished Materials. Where Customer supplies, consigns, or designates materials, components, or specifications for use in Seller’s performance, Customer represents and warrants that: (a) such materials meet all applicable specifications and are fit for their intended use; (b) Customer holds all intellectual property rights necessary to authorize Seller’s use of such materials; and (c) Customer’s specifications are complete, accurate, and suitable for the intended application.

20.  Material Risk Allocation. Seller shall not be responsible for defects, performance failures, or non-conformance arising from Customer-Supplied Materials, designs, or specifications. Customer assumes all risk and liability associated with material choices, sourcing decisions, and specification adequacy.

21.  Approved Vendor Lists. Where Customer restricts sourcing to particular suppliers or approved vendor lists (“AVL”), Customer bears full responsibility for the availability, quality, and pricing of such restricted-source materials. Seller shall have no liability for schedule delays, cost increases, or quality issues attributable to Customer-mandated sourcing restrictions.

22.  Material Cost Exposure. Customer acknowledges that materials procured by Seller on Customer’s behalf in anticipation of scheduled production runs represent a firm commitment. Customer shall be fully liable for the cost of all materials procured in reliance on Customer’s purchase orders or production schedules, including: (a) materials rendered non-usable due to Customer-directed specification changes; (b) materials subject to manufacturer lead times that cannot be cancelled; and (c) materials procured against Customer-approved forecasts. Seller shall use commercially reasonable efforts to mitigate exposure upon receiving written notice of a cancellation or change, but Customer remains liable for all costs that cannot be mitigated.

SECTION G — ORDER MANAGEMENT, CANCELLATION & RESCHEDULING

23.  Order Binding Effect. All accepted purchase orders constitute binding commitments by Customer. Orders may not be cancelled, rescheduled, reduced in quantity, reconfigured, or assigned without Seller’s prior written authorization.

24.  Cancellation Charges. In the event Seller authorizes a cancellation, Customer shall be liable for all costs and expenses actually incurred by Seller as of the cancellation date, including: (a) materials procured or committed for the order; (b) work in process; (c) non-cancellable supplier commitments; and (d) reasonable overhead allocations. Seller shall provide a written cancellation charge calculation within fifteen (15) business days of authorized cancellation.

25.  Rescheduling. Authorized order rescheduling may result in price adjustments to reflect carrying costs, storage fees, and applicable supplier surcharges.

26.  Purchase Order Revisions. Any Customer-requested change to a purchase order requires a written PO amendment accepted in writing by Seller. Verbal modifications have no effect. Seller reserves the right to reject any proposed amendment without obligation.

27.  Supplier Price Increases. If a supplier increases its pricing after an order has been placed, Seller shall provide prompt written notice to Customer. Customer shall have ten (10) business days from receipt of such notice to cancel the unshipped portion of the affected order by written notice to Seller. Failure to provide timely cancellation notice shall constitute Customer’s acceptance of the revised pricing.

28.  Non-Cancellable Orders. Orders incorporating value-added services, custom configurations, or NRE Services are non-cancellable and non-returnable. Customer’s obligation to pay for such orders is absolute and unconditional.

SECTION H — INTELLECTUAL PROPERTY: NOVATRONIX PROPRIETARY PRODUCTS & GENERAL RESERVATION

This Section establishes Seller’s baseline IP reservation applicable to all business lines. Additional IP provisions specific to NRE Services appear in Section N. In the event of conflict, Section N governs with respect to NRE Services engagements.

29.  Novatronix Proprietary Products — Full IP Reservation. All intellectual property embodied in Novatronix Proprietary Products — including designs, engineering, software, firmware, user interfaces, manufacturing processes, and trade dress — is and shall remain the sole and exclusive property of Seller. No sale of a Novatronix Proprietary Product grants Customer any ownership interest, license, or other right in the underlying intellectual property. Customer receives only a limited right to use the purchased product for its intended commercial purpose.

30.  Contract Manufacturing — Process IP Reservation. When Seller performs Contract Manufacturing Services to Customer-Supplied specifications, Customer retains ownership of its own pre-existing design IP embedded in the Customer-Supplied specifications. However, all manufacturing processes, process improvements, tooling, fixtures, test programs, parametric data, and manufacturing know-how developed by Seller in connection with performing Contract Manufacturing Services are and shall remain the sole property of Seller, regardless of whether such know-how is developed in response to Customer-specific requirements. No implied license to Seller’s manufacturing processes is created by the performance of Contract Manufacturing Services.

31.  Background IP — Universal Reservation. In all engagements — whether NRE Services, Contract Manufacturing Services, or Novatronix Proprietary Products — Seller’s Background IP is and shall remain the sole and exclusive property of Seller. No engagement with Customer shall be construed to transfer, license, or otherwise encumber Seller’s Background IP. To the extent any NRE Deliverable incorporates Seller Background IP, Customer’s use of that Deliverable (if any license is granted) shall be subject to the Background IP reservation and any license limitations set forth in the applicable NRE Services agreement.

32.  No Implied License. No license to any Seller intellectual property — whether Background IP, Foreground IP, or otherwise — is granted by implication, estoppel, course of dealing, or otherwise. The only licenses granted to Customer are those expressly set forth in a written instrument signed by an authorized officer of Seller.

33.  Customer-Furnished IP Warranty. If Customer provides Seller with any intellectual property, designs, specifications, software, or other proprietary materials in connection with any order or engagement, Customer warrants that it holds all necessary rights to authorize Seller’s use of such materials. Customer shall indemnify, defend, and hold harmless Seller from and against any third-party claims alleging infringement or misappropriation arising from Seller’s use of Customer-furnished materials in accordance with Customer’s instructions.

34.  Software and Licensed Materials. All rights in software, firmware, and other licensed materials provided by Seller or its suppliers are reserved and subject to applicable license terms. Customer agrees to comply with all such license terms, including prohibitions against reverse engineering, decompilation, duplication, or unauthorized disclosure.

SECTION I — LIMITATION OF LIABILITY

IN NO EVENT SHALL SELLER OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, COST OF COVER, REWORK COSTS, OR PERSONAL INJURY — ARISING OUT OF OR RELATED TO ANY PRODUCTS, SERVICES, OR NRE DELIVERABLES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

35.  Aggregate Liability Cap. SELLER’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO ANY ORDER, ENGAGEMENT, OR THIS AGREEMENT — REGARDLESS OF THE THEORY OF LIABILITY — SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO SELLER FOR THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM. For NRE Services engagements, Seller’s liability shall not exceed the NRE fees actually paid by Customer for the specific statement of work giving rise to the claim.

36.  Essential Basis. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY AND REMEDIES SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND SELLER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT OR PROVIDED PRODUCTS OR SERVICES AT THE PRICES CHARGED ABSENT SUCH LIMITATIONS.

37.  Exceptions. Nothing in this Agreement shall limit Seller’s liability for: (a) death or personal injury caused by Seller’s gross negligence or willful misconduct; or (b) fraud or fraudulent misrepresentation by Seller.

 

SECTION J — FORCE MAJEURE

38.  Force Majeure Events. Seller shall not be liable for any failure or delay in performance caused by events beyond Seller’s reasonable control, including but not limited to: fire, flood, earthquake, severe weather, pandemic or public health emergency, war, terrorism, governmental action, export restrictions, embargoes, labor disputes, supplier failures, material shortages, power failures, cyberattacks, or transportation disruptions (each, a “Force Majeure Event”).

39.  Notice and Mitigation. Seller shall use commercially reasonable efforts to notify Customer promptly upon identification of a Force Majeure Event and to mitigate its impact.

40.  Cancellation Right. If a Force Majeure Event is expected to delay performance by more than thirty (30) calendar days, either party may cancel the unperformed portion of any affected order or engagement by delivering written notice to the other party, without further liability except for payment for goods already delivered or services already performed.

41.  Allocation. In the event of product shortage attributable to a Force Majeure Event, Seller may allocate available supply among its customers in its sole discretion.

SECTION K — COMPLIANCE, EXPORT & REGULATORY

42.  Export Compliance. Products and technology may be subject to U.S. export laws (EAR/ITAR). Customer shall comply with all applicable export and re-export restrictions and shall not transfer any product or NRE Deliverable to any prohibited party or destination without required governmental authorization.

43.  Supplier-Provided Data. Regulatory classifications (country of origin, ECCN, HTSUS, RoHS, conflict minerals) are provided by Seller’s suppliers without independent verification. Customer relies on such information at its own risk.

44.  Customer Compliance. Customer warrants compliance with all applicable laws where it operates, including labor laws, anti-bribery laws (FCPA, UK Bribery Act), and trade regulations.

45.  Government Contracts. For U.S. Government orders, Seller complies only with provisions required by law and of which Customer has given prior written notice. U.S. Government Cost Accounting Standards do not apply.

46.  Prohibited Applications. Products and NRE Deliverables may not be used in life support, human implantation, nuclear, or other applications where failure could cause loss of life or catastrophic property damage, absent a separate signed written agreement.

47.  Equal Opportunity. Customer shall comply with 41 CFR Sections 60-1.4(a), 60-300.5(a), and 60-741.5(a) to the extent applicable.

SECTION L — BATTLE OF FORMS & CONTRACT FORMATION

48.  Seller’s Terms Govern. This Agreement constitutes Seller’s offer and is a complete and exclusive statement of the terms governing all transactions between the parties. This Agreement expressly rejects and supersedes any conflicting, additional, or different terms proposed by Customer — whether contained in a purchase order, acceptance, confirmation, or any other Customer document.

49.  Acceptance of Customer Purchase Orders. Seller’s acceptance of a Customer purchase order constitutes acceptance of the quantity, part numbers, price, and delivery schedule set forth therein only. All other terms of any such purchase order are rejected and shall be deemed replaced in their entirety by this Agreement. Customer’s issuance of a purchase order following prior receipt of this Agreement constitutes Customer’s binding acceptance of this Agreement.

50.  No Waiver by Conduct. Seller’s failure to object to any Customer document, communication, or course of dealing shall not constitute a waiver of any provision of this Agreement or an acceptance of Customer’s terms.

51.  Modifications Must Be Written. No addition, modification, or waiver of any provision of this Agreement shall be binding on Seller unless set forth in a written instrument signed by an authorized officer of Seller.

52.  Order Acknowledgment. Seller may, at its option, issue an order acknowledgment confirming the terms of an accepted order. In the event of any conflict between an order acknowledgment and a Customer purchase order, the order acknowledgment shall govern.

SECTION M — GENERAL PROVISIONS

53.  Governing Law. This Agreement and all transactions hereunder shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles.

54.  Severability. If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

55.  Assignment. Customer may not assign this Agreement or any rights or obligations hereunder without Seller’s prior written consent. Seller may assign this Agreement, including its accounts receivable, without restriction.

56.  Entire Agreement. This Agreement, together with any executed Customer Acknowledgment Form and any applicable NRE Statement of Work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings.

SECTION N — NRE SERVICES: INTELLECTUAL PROPERTY, DELIVERABLES & ENGAGEMENT TERMS

This Section governs all NRE Services engagements and supplements the general IP provisions of Section H. In the event of any conflict between this Section and any other provision of this Agreement with respect to NRE Services, this Section governs.

57.  Engagement Initiation. Each NRE Services engagement shall be initiated by a written statement of work (“SOW”) or scope document mutually agreed upon by the parties, referencing this Agreement. No NRE Services shall be deemed authorized absent a written SOW signed by Seller. The SOW shall identify the scope of services, deliverables, schedule, fee structure, and any project-specific IP terms. In the event of any conflict between an SOW and this Agreement, this Agreement governs unless the SOW expressly states otherwise and is signed by an authorized officer of Seller.

58.  Ownership of Foreground IP — Default Rule. Unless expressly and specifically stated otherwise in a separately negotiated and signed written agreement between the parties, all Foreground IP developed by Seller in the course of performing NRE Services is and shall remain the sole and exclusive property of Seller. This default allocation applies regardless of:

(a)  the amount of NRE fees paid by Customer;

(b)  the degree to which Customer-Supplied Materials informed or contributed to the development;

(c)  whether the NRE Deliverable was designed for Customer’s specific application;

(d)  whether the NRE Deliverable is a novel design or a modification of a pre-existing Seller design; or

(e)  any statements made in proposals, marketing materials, or informal communications.

Payment of NRE fees is consideration for Seller’s performance of engineering services — it is not consideration for the assignment, transfer, or license of any intellectual property.

59.  Work Made for Hire — Inapplicability. The parties expressly agree that NRE Deliverables are not “works made for hire” within the meaning of the United States Copyright Act (17 U.S.C. Section 101), and Customer shall not assert any claim based on that doctrine with respect to any NRE Deliverable. To the extent any NRE Deliverable could be construed as a work made for hire, Customer hereby irrevocably assigns any such interest to Seller.

60.  Background IP in NRE Deliverables. NRE Deliverables may incorporate, embed, or be derived from Seller’s Background IP. Customer acknowledges that:

(a)  Seller’s Background IP is not transferred to Customer under any circumstances;

(b)  to the extent an NRE Deliverable cannot be separated from Seller’s Background IP, Customer’s use of the Deliverable (if any right of use is granted) is expressly conditioned on compliance with all license terms applicable to the Background IP; and

(c)  Seller is not required to disclose the scope or nature of Background IP incorporated into any NRE Deliverable.

61.  No License Upon Delivery. Delivery of an NRE Deliverable to Customer does not, by itself, grant Customer any right to: (a) use the NRE Deliverable or any portion thereof; (b) reproduce, copy, or distribute the NRE Deliverable; (c) incorporate the NRE Deliverable into Customer’s own products or services; (d) provide the NRE Deliverable to any third party, including contract manufacturers; or (e) use the NRE Deliverable as the basis for further development by Customer or any third party. Any such rights require a separate, express written license agreement signed by an authorized officer of Seller.

62.  Limited Evaluation License. Unless a broader license is expressly granted in a signed writing, delivery of an NRE Deliverable to Customer confers only a non-exclusive, non-transferable, revocable license to review and internally evaluate the Deliverable for the purpose of determining whether to enter into a further commercial agreement with Seller for production or licensing rights. This evaluation license does not include any right to use, reproduce, or derive value from the NRE Deliverable beyond internal evaluation.

63.  Production License — Separate Agreement Required. If Customer desires to use an NRE Deliverable as the basis for manufacturing — whether by Seller, by Customer, or by any third-party contract manufacturer — Customer must execute a separate written production license or IP assignment agreement with Seller prior to commencement of any such manufacturing activity. Seller has no obligation to grant any such license. Terms, royalties, and conditions of any production license are subject to separate negotiation.

57.  Derivative Works. Any product, design, modification, improvement, or derivative work created by or on behalf of Customer that is based upon, derived from, or that incorporates any portion of an NRE Deliverable shall be deemed to incorporate Seller’s intellectual property and may not be developed, manufactured, or commercialized without Seller’s prior written consent. This restriction applies regardless of the degree of modification and regardless of whether Customer believes its derivative work is independently patentable or copyrightable.

58.  Confidentiality of NRE Work Product. All NRE Deliverables, interim work product, design concepts, technical data, test results, and related information disclosed to Customer in the course of an NRE Services engagement are the confidential and proprietary information of Seller (“Seller Confidential Information”), regardless of whether marked as confidential at the time of disclosure. Customer shall:

(a)  hold Seller Confidential Information in strict confidence using at least the same degree of care it uses to protect its own most sensitive confidential information, but in no event less than reasonable care;

(b)  not disclose Seller Confidential Information to any third party — including without limitation contract manufacturers, design consultants, or joint venture partners — without Seller’s prior written consent;

(c)  use Seller Confidential Information solely for the purpose of evaluating the NRE Deliverable pursuant to the limited evaluation license in Clause 62, and for no other purpose; and

(d)  promptly notify Seller of any unauthorized disclosure or use of Seller Confidential Information.

59.  Injunctive Relief for IP Violations. Customer acknowledges that any unauthorized use, reproduction, disclosure, or transfer of Seller’s intellectual property or Seller Confidential Information would cause irreparable harm to Seller for which monetary damages would be an inadequate remedy. Accordingly, in addition to all other remedies available at law or in equity, Seller shall be entitled to seek immediate injunctive relief, specific performance, and other equitable relief from any court of competent jurisdiction without the requirement of posting bond, proving actual damages, or exhausting any arbitration or dispute resolution process.

60.  Customer Background IP — Non-Acquisition. Nothing in this Agreement shall be construed to give Seller any ownership interest in Customer’s pre-existing intellectual property provided to Seller as Customer-Supplied Materials. Seller’s use of Customer-Supplied Materials is limited to performing the specific NRE Services or Contract Manufacturing Services for which they were provided.

61.  Joint Development — Inapplicability. Unless expressly documented in a signed Joint Development Agreement between the parties, no NRE Services engagement shall be construed as a joint development activity. The parties expressly disclaim any intent to create a joint development relationship, joint venture, or joint ownership of intellectual property through their course of dealing or through the performance of NRE Services under this Agreement.

62.  Records and Attribution. Seller shall maintain records documenting the development of Foreground IP in connection with NRE Services engagements, including lab notebooks, design revision histories, and test logs, in accordance with Seller’s standard IP management practices. Such records shall be Seller’s property. Seller shall have no obligation to provide such records to Customer except as required by applicable law or court order.

63.  Survival. The intellectual property provisions of this Section N shall survive expiration or termination of this Agreement, any SOW, and any purchase order indefinitely.