These terms and conditions (collectively "Terms") control the purchase of goods and services listed in this Purchase Order ("Order") and constitute the full and complete agreement between Intuit Limited ("Buyer") and Seller. Any prior offers regarding such purchase is rejected. In the event of any conflict between any provisions written by Buyer that are part of this Order, including any exhibits attached hereto, and these Terms, such written provisions shall control. The parties agree that if one or more agreements are referenced on the face of the Order, the terms and conditions of those agreements shall supersede any conflicting terms and conditions in this Order and the remaining terms and conditions of this Order shall remain in effect. There are no oral or written collateral representations, agreements or understandings except as referenced herein. Each party acknowledges that it is not entering into this Order on the basis of any representations that are not expressly contained in this Order. These Terms may not be waived or amended except in writing by Buyer. Seller shall provide goods and perform services as an independent contractor. Nothing in this Order shall be construed to constitute Seller as an agent or employee of Buyer, or imply a joint venture or principal and agent relationship between the parties.


Issuance of the Order constitutes an offer subject to the Order and these Terms. Seller's acceptance shall be deemed agreement to the Order and these Terms. Any modification of these Terms or the Order by Seller shall be deemed a material alteration and is expressly rejected by Buyer. Buyer reserves the right to revoke this offer at any time prior to acceptance, which acceptance shall take place on the earlier of (a) Seller's return of an executed unmodified copy of this Order, or (b) Seller's delivery of conforming Goods to Buyer and Buyer's acceptance thereof. Furthermore, unless Seller accepts this offer within fifteen (15) days of issue, Buyer reserves the right to revoke this offer and/or reject any alleged acceptance by Seller. Notwithstanding any provision to the contrary and in addition to any other remedy, Buyer may cancel this Order in whole or in part upon notice in the event that: (a) Seller fails to make delivery at the time and location specified in the Order; (b) Seller fails to comply with any other term or condition of this Order or any other Order from Buyer within ten (10) days of demand; (c) an encumbrancer takes possession or a receiver is appointed over any or all of Seller's property or assets; (d) (where the Seller is an individual) Seller files a voluntary petition for bankruptcy, or an involuntary petition in bankruptcy is filed against Seller; (e) (where the Seller is a body corporate) a meeting is convened or an order or court order is made or an effective resolution is passed, or notice is given for the winding up or dissolution of the Seller or any meeting of the Seller's directors or members resolves to make an application for an administration order, or the Seller gives or files notice of intention to appoint an administrator; (f) Seller is subject to any proceeding analogous to any of (c) through (e); (g) Seller merges with or is acquired by a third party; or (h) Seller assigns, delegates or subcontracts this Order or any rights or obligations hereunder without prior written consent of Buyer. In the event of such termination, Buyer shall have no liability to Seller beyond payment of any balance owed for Goods or Services delivered to and accepted by Buyer prior to Buyer's sending notice of termination.


Seller shall furnish Goods or Services in accordance with the Order and the Terms. The Order states the price for the Goods and Services and any applicable value added tax. Unless otherwise stated, the Order price and value added tax charge includes all costs or charges of any kind that will by paid by Buyer, and Buyer shall not be liable for any other costs or charges, including, without limitation, charges for inspection, packaging and shipping; taxes of any nature and customs duties. Seller warrants that the prices to be charged for the Goods and Services are not in excess of prices charged to other customers similarly situated, for similar quantities of goods and services of like quality. Seller shall issue invoices only upon delivery of the Goods or completion of Services ordered by Buyer hereunder. All invoices shall be submitted to Buyer at Intuit Limited, Att: Accounts Payable, Statesman House, Stafferton Way, Maidenhead, SL6 1AD or Fax: +44 1628 590801 or Email: UKAP@intuit.com. Unless different payment terms are specified in the Order, Buyer shall make payment within forty-five (45) days of its receipt of a correct and conforming invoice. Payment is contingent upon delivery by Seller of conforming Goods or satisfactory completion of Services. Buyer agrees to pay any penalties under law or a "substantial remedy" for late payments, if applicable. Any attempt by Seller to create a security interest in delivered Goods is expressly rejected by Buyer and shall be without effect.


Discounts shall be calculated from the date the Goods or Services are received by Buyer at the destination designated in the Order. Buyer may at any time set off amounts owing from Seller to Buyer, or Buyer's subsidiaries, against any amount owing to Seller or any of Seller's subsidiaries, pursuant to this Order, any other purchase order and/or any other agreement between Buyer and Seller or their respective subsidiaries or affiliates.


Actual delays or anticipated delays in provision of Goods or Services shall be reported immediately to Buyer. Buyer reserves the right to cancel this Order in whole or in part if Seller fails to provide Goods or Services in accordance with the terms of the Order. F.O.B. (Incoterms 2000) point shall be Buyer's location unless different shipping terms are specified on the Order. Notwithstanding any prior inspection and F.O.B. point, Seller shall bear all risk of loss until final inspection and acceptance of Goods by Buyer. Seller shall also bear all risk of loss with respect to Goods rejected by Buyer. Subject to inspection and acceptance, Buyer will be liable for payment only for quantities ordered and delivered. Overshipments shall be held at Seller's risk and expense for a reasonable time waiting shipping instructions. Shipping charges for returns are at Seller's expense. If any Goods or Services are defective or otherwise not in conformity with the requirements of this Order or Terms, Buyer shall have the right to either reject them and to return them at Seller's risk and expense, including transportation both ways or to require their correction.


With respect to the Goods and Services, Seller agrees to indemnify, and save harmless and defend and to keep indemnified, saved harmless and defended Buyer, its successors, assigns, end users and its customers from and against any and all expenses, liabilities or other losses (including attorneys' fees and costs) arising from Seller's breach of the Terms and the Order, negligence, breach of warranty, or actual or claimed infringement of intellectual property rights. Without limitation, such obligation to indemnify shall exist with respect to claims and demands relating to: (a) any Goods; (b) any part of such Goods; or (c) any combination of such Goods, other hardware, and/or other software wherein such infringement would not occur but for such Goods being a part of such combination, infringes on any patent, trademark, copyright, trade secret or other intellectual property right, foreign or domestic. If, as the result of any action, the sale or use of any Goods, or part thereof, is enjoined by court order, Seller shall, at its expense: (a) procure for Buyer the right to continue selling and/or using the Goods, (b) replace or modify the Goods with functionally-equivalent, non-infringing Goods (subject to Buyer's approval and satisfaction), or (c) return the purchase price of each unit of Goods that Buyer is unable to ship due to the injunction. This indemnity shall apply notwithstanding that the Goods sold hereunder may have been produced by Seller in compliance with specifications furnished by Buyer, except where the claimed infringement arises by reason of the Goods being furnished upon designs or drawings created by Buyer. Such obligation to indemnify shall also exist with respect to claims and demands, including, without limitation, injuries to persons or property and economic losses by reason of, arising out of, or in any way related to, in whole or in part, the Goods and Services covered by this Order. Any attempt by Seller to perform the following is expressly rejected and is ineffective: (a) disclaim any kind or class of damages; (b) establish time limitation periods within which the Purchasers are obligated to assert claims against Seller. Buyer and any successive purchasers of the Goods and Services, as contemplated by the parties, covered hereby retain and shall be entitled to assert all rights and claims available to them against Seller in respect of the transactions subject to this Purchase. No provision of these Terms or the Order shall have the effect of limiting or excluding any liability of Buyer or entitling the Buyer to any indemnity for fraud or for death or personal injury caused by its own negligence, or any other liability if and to the extent that the same may not be limited or excluded as a matter of law.


Seller warrants that: (a) all Goods or Services will conform to the design specifications and drawings, samples or other descriptions referred to in this Order; (b) Seller has good title to the Goods and has conveyed such title to Buyer free and clear of all liens and encumbrances; (c) Seller possesses, and shall maintain insurance with coverage of at least the amount Buyer shall pay Seller for the Goods and Services; (d) all Services performed under this Order are performed in a good and workman-like manner that equals or exceeds the applicable industry standards; and (e) the Goods are merchantable and fit for their intended purpose and are free from defects in design, material and workmanship. Seller acknowledges and affirms that Buyer has disclosed to Seller the purposes for which the Goods are intended, and that Buyer is relying on Seller to furnish suitable Goods. Such warranties shall survive any inspection, delivery, acceptance, or payment by Buyer of the Goods or Services, for a period equal to the longer of the date set forth in the manufacturer's warranty or six months following date of shipment, unless otherwise specified herein. Such warranties shall run to Buyer, its successors, assigns, customers or users of its products.


Seller shall comply with all applicable laws and regulations. Seller shall also comply with any of Buyer's policies, procedures and requirements that relate to the nature of the transaction between Buyer and Seller and that have been supplied to Seller. If Seller cannot comply with Buyer's policies, procedures and requirements because of a conflict with applicable laws and regulations, then Seller shall comply with applicable laws and regulations but shall provide Buyer with full written details of any such conflict.


"Work Product" means all deliverables, inventions, innovations, improvements, and/or other works of authorship Seller may develop in the course of performing services for Buyer, or as a result of such services, whether or not they are eligible for patent, copyright, trademark, trade secret, or other legal protection. Seller acknowledges that all Work Product shall be the sole and exclusive property of Buyer, except that any pre-existing works created by Seller and third parties outside of the services but utilized in connection with such Services (the "Pre-existing Works") shall continue to be owned by Seller or such parties. Seller agrees to notify Buyer in writing of any Pre-existing Works used in connection with any Work Product produced under this Order and hereby grants or agrees to acquire sufficient rights at Seller's expense and grant, to Buyer a non-exclusive, perpetual, royalty-free license to utilize the Pre-existing Works in connection with the Work Product that does not encumber the Work Product, impose any duty upon Buyer to any third party, that Buyer has not expressly agreed to in writing. Buyer owns and will continue to own all right, title, and interest in and to the Intuit Software, including without limitation, patents, copyrights, trade secrets and trademarks. All materials including tools, furnished or paid for by Buyer, unless otherwise specified herein, shall be the property of the Buyer, shall be subject to removal at any time without additional cost upon demand by the Buyer, shall be used only in filling orders from the Buyer, shall be kept separate from other materials or tools, and shall be clearly identified as the property of the Buyer. Seller assumes all liability for loss or damage, with the exception of normal wear and tear, and agrees to supply detailed statements of inventory promptly upon request.


Seller may not issue press releases, endorsements or other public documents that reference Intuit or include statements by Intuit without the prior written consent of Intuit.


Except as may be otherwise provided in this Order, the contract price shall include all applicable taxes of any kind in effect on the contract date.


Seller shall not delegate any duties nor assign any rights under this contract without the written consent of Buyer and no such attempted delegation or assignment shall be binding on Buyer.


Any changes in delivery schedules, quantities, and specifications must be agreed by both parties in writing. Buyer may also make changes in the method of shipping, packing and place of delivery by any means of communication. If such change affects cost or delivery schedules, an equitable adjustment shall be made, provided Seller makes a written claim within 15 days from the date of Buyer's notification.


Notwithstanding any provision in this Order, Buyer shall at all times have title to all documents and specifications furnished by Buyer to Seller and intended for use in connection with this Order. Seller shall not disclose such documents and specifications to any person, firm or corporation other than Buyer's or Seller's employees or subcontractors and on a need-to-know basis. Seller shall, upon Buyer's request, promptly return all documents and specifications to Buyer.


Seller agrees to maintain objective quality evidence for Goods in accordance with the applicable and most current ISO 9000 series of quality assurance testing standards. Seller shall supply this evidence to Buyer upon request. Seller agrees to permit Buyer to review Seller's procedures, practices, processes and related documents to determine such acceptability. This requirement is in addition to any special quality assurance provisions, which may be incorporated elsewhere in this Order/any other applicable agreement. Records of all inspection work by Seller shall be kept complete and available to Buyer during the performance of this applicable Order and for such longer period and in such manner as may be specified by Buyer.


Seller shall notify Buyer immediately if Seller obtains knowledge of any material shortage, governmental regulation, labor dispute or other event or impediment that could result in delay in delivery of the Goods. Notwithstanding any provision of this Order, the Seller may be held liable at the sole discretion of Buyer for any additional costs incurred by Buyer because of such delay(s).


The rights and remedies provided by Buyer herein shall be cumulative and in addition to any other rights and remedies provided by law or equity.


All waivers must be in writing. Waiver of breach of any provision of this Order shall not constitute waiver of full compliance with such provision nor shall it be a continuing waiver or a waiver of any other breach.


In the event Buyer pays for any Goods or Services using an Intuit credit card, Seller shall be responsible for any charges and liabilities arising from unauthorized usage by Seller's employees.


This Order shall be interpreted and governed in all respects according to the laws of India without regard to any conflict of laws rules. All disputes in relation to this Order shall be settled through arbitration to be conducted in Bangalore, India in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a single arbitrator to be chosen by Seller from a list of three (3) names suggested by Buyer. The arbitration proceedings shall be conducted in English. Each party shall bear its own cost and expenses connected with the arbitration Subjective to the above, the courts in Bangalore will have exclusive jurisdiction over the parties.


Seller understands that Buyer maintains policies stating that its employees and their immediate families may not give or accept a gift (including discounts) that might indicate the intent to improperly influence the business relationship between Buyer and any supplier, customer, partner, distributor or other third party. Seller understands that Buyer's employees should never accept a gift (including any discount) that is given to create a sense of obligation on the employee's part with the intention of changing their behavior, and that Buyer's employees may never receive any gift from a Buyer competitor. To the extent the policies are described above, Seller agrees to take no action that would violate these policies. If Seller has any questions regarding these policies, it should contact: Intuit Inc., Procurement Vice President, PO Box 7850, Mountain View, CA 94039—7850 U.S.A. or Intuit Procurement, 7th Floor, Campus 4A, Prltech Park (Ecospace) Belandur, Bangalore — 560 103.


Buyer may request Seller to perform certain services (pursuant to Statement(s) of Work ("SOW"), which will expressly incorporate the Terms of this Order. The SOW will specify: (i) Seller's specific obligations, including all deliverables, improvements, and works of authorship the Seller shall perform, develop or provide in the course of performing the services; (ii) the performance schedule relating to such services; (iii) the applicable fees, discounts and payment terms for the services; and (iv) any other pertinent terms and conditions. Buyer reserves the right to request from Seller, or perform on its own behalf, background checks on Seller personnel. Seller agrees to provide Buyer with reasonable assistance in performing / obtaining such background checks.


Seller agrees to perform services with a standard of care, skill and diligence normally provided by a professional person in the performance of services of the type rendered hereunder. Seller agrees to perform services in a safe manner and in compliance with all customary safety practices. Seller agrees to comply with all present and future applicable federal and state labor and employment laws and other laws, including, but not limited to, health, safety and environmental laws, regulations and orders. WITHOUT LIMITING THE FOREGOING, IF ANY SERVICES WILL BE PERFORMED IN CALIFORNIA, SELLER EXPRESSLY ACKNOWLEDGES THAT (i) SELLER IS AWARE OF THE REQUIREMENTS OF CALIFORNIA LABOR CODE SECTION 2810 AND EXPRESSLY REPRESENTS THAT SELLER'S FEES UNDER THIS AGREEMENT SUFFICE SO THAT SELLER CAN AND WILL COMPLY WITH ALL APPLICABLE LOCAL, STATE, AND FEDERAL LAWS OR REGULATIONS GOVERNING THE LABOR OR SERVICES TO BE PROVIDED AND (ii) INTUIT MAY AND SHALL RELY UPON SUCH REPRESENTATION. Seller further agrees to be bound by the terms and conditions of Intuit's Rules of Conduct for Onsite Service Providers as amended from time to time and hereby incorporated by this reference, the current version of which is available at www.intuit.com/suppliers/terms/ and/or attached here.


Seller will maintain insurance policies to cover any public liability, bodily injury, property damage and automobile liability for any damage incurred in connection with Seller's performance of any work at Intuit or at any third-party premises. Seller shall maintain Commercial General Liability and Workers' Compensation Insurance and State Disability Insurance covering all employees performing the services under this Agreement with minimum limits of $1 million per claim and $2 million annual aggregate. Seller shall maintain all of the above insurance policies as primary to any insurance maintained by Buyer and shall name Intuit, its directors, officers, employees and agents as additional insureds on such policies.


Seller shall notify Buyer in writing in advance of Seller's desire to retain any subcontractors to support the performance of the services. Buyer reserves the right, in its sole discretion, to disapprove such retention. Seller shall also be liable for any subcontractor it hires to perform the services for Buyer, and covenants that such subcontractors shall, prior to performance of any services, agree in writing to be bound by the terms of this Order.


Seller acknowledges that during the performance of the services, it may be exposed to certain information concerning Buyer's business and technology and related information whether or not it is marked or designated by Buyer as "confidential" or "proprietary" at the time of disclosure, which is confidential or proprietary to Buyer and is not generally known to the public ("Confidential Information"). Without limiting the foregoing, the technology and any information covered by Buyer's privacy policies (including without limitation customer data) shall be deemed to be Confidential Information of Buyer. Seller agrees that during and after the performance of services, it will not use any Confidential Information except in accordance with the provisions and for the specific purposes of this Order, it will restrict access to Confidential Information to its agents, employees or representatives who have a need to know such information, it will take all reasonable measures to maintain the confidentiality of all Confidential Information in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance, and will not disclose any Confidential Information to any third party without the prior written consent of Buyer.


When applicable to certain services, Seller agrees to comply with the then current Intuit Privacy policy located at www.intuit.com/privacy and/or its Security policy, as provided. Intuit Procurement contracting and Purchase Order (PO) processes adhere to the US Safe Harbor Privacy Principles of Notice, Choice, Onward Transfer, Security, Data Integrity, Access and Enforcement, and are registered with the U.S. Department of Commerce's Safe Harbor Program.