Terms and Conditions

Effective August 29, 2025
TERMS AND CONDITIONS OF SALE
1. Purchase and Governing Provisions. ADDMAN Intermediate Holdings, LLC, on behalf of itself and its subsidiary companies (“Seller”) agrees to sell to the buyer (“Buyer”) of Seller’s goods and/or services (the “Products”) subject to the terms and conditions set forth herein. This Agreement and these terms and conditions, along with any related exhibits and addenda, constitute the entire agreement between Seller and Buyer, superseding all prior oral or written agreements, purchase orders, acknowledgements or other forms relating to the Products. No changes to this Agreement may be made without the prior written consent of both parties. No modifications to this Agreement may be made through terms and conditions contained in other documents, including, but not limited to, purchase orders, order acknowledgements, packing slips, and invoices.

2. Express Warranties. Seller warrants (i) that Seller has good and marketable title to the Products, free and clear of all liens and encumbrances, (ii) Seller’s Products will conform to Seller’s published specifications, and (iii) the Products will be free from defects in materials and workmanship under normal use and service. Unless otherwise specified in the Agreement, these warranties survive this agreement for a period of three (3) months from the date of delivery of the Products hereunder (“Warranty Period”). All warranties shall terminate at the end of the Warranty Period. Descriptions of Products are intended only as a guide and their accuracy is not guaranteed, and Seller makes no warranty regarding any such descriptions of Products. Buyer shall provide notice to Seller of any breach of any warranty within 30 days of discovery.

3. Remedies. If within the Warranty Period such Products are proven to Seller’s satisfaction not to comply with the warranty in herein, Seller will take commercially reasonable steps to clear title to the Products, and if Seller is unable to do so, Seller shall refund the purchase price paid upon return of the Products. If within the Warranty Period any such Products are proven to Seller’s satisfaction to not conform to Seller’s published specifications or to be defective in material or workmanship, Seller shall, at its sole option, (i) repair or replace the Products at Seller’s cost, (ii) refund the purchase price paid upon return of the Products, or (iii) grant a reasonable allowance on account of such breach. The remedies provided in this Paragraph shall be Seller’s sole warranty obligations and Buyer’s exclusive remedy for breach of any warranty or any other agreement hereunder, except for such remedies provided herein regarding intellectual property. This exclusive remedy shall not be deemed to have failed its essential purpose so long as the Seller is willing and able to replace defective Products or issue a credit to Buyer within a reasonable time after Buyer proves to Seller that a defect or non-conformity exists.

4. Warranty Exclusions.
(a) This warranty shall not apply to Products which are “engineering samples,” which are sold “AS IS, WITH ALL FAULTS,” to consumable and wear items, or to Products which shall have been subjected to damage (including excessive physical or electrical stress) by any party other than Seller, Products that have had a serial number or any part thereof altered, defaced or removed, or to Products that adhere to and meet the specifications of Buyer-provided designs, drawings, specificaitions, and/or requirements. This warranty shall also not apply to defects or non-conformity due to the manufacturing process discovered after the expiration of the Warranty Period. If and while Buyer is in default under any payment obligation set forth in this Agreement, Seller shall have no obligation to Buyer under warranty. Payment for any goods which are alleged to be defective shall not be withheld by the Buyer pending any investigation.

(b) The warranties and remedies set forth herein shall apply to and shall be the exclusive warranties and remedies for all repair or replacement parts or products provided to Buyer by Seller, but shall survive for the greater of the initial Warranty Period of the original Products or ninety (90) days after delivery of replacement parts. Seller shall have the right of disposal of parts replaced by it.

5. Disclaimer of Warranty. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE EQUIPMENT OR OTHER PARTS PROVIDED TO BUYER HEREUNDER OTHER THAN THOSE EXPRESSLY STATED HEREIN. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES WHATSOEVER. SELLER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Delivery, Delay, Force Majeure. All quoted delivery dates and/or periods are approximate unless specifically provided in this Agreement. Delivery of Products to a carrier at Seller’s facility or other loading point shall constitute delivery to Buyer. Seller shall not be liable for any damage as a result of any delay due to any cause beyond Seller’s reasonable control, including but not by way of limitation any act of God, embargo or other governmental act (including any order, directive, or other action arising from the Defense Production Act), regulation, request by Buyer, fire, flood, pandemic, accident, sabotage, strike, slow down, war, riot, act of terror, delay in transportation, delayed delivery by supplier, inability to obtain necessary labor and materials, and act or omission of Buyer, including, without limitation, delay in providing technical information, drawing approval and other documentation to Seller. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of delay, plus the delay reasonably incident to the resumption of normal work. Time shall not be deemed of the essence in making a delivery of Products unless specifically agreed to in writing by both parties. Claims for shortages or other errors may be made in writing to Seller within two (2) weeks after delivery of Products; and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Buyer.

7. Shipment. Unless otherwise specified in this Agreement, all shipments are F.O.B. Seller’s facility. Seller will arrange for transportation to Buyer at Buyer’s address as stated in this Agreement. The Products will be shipped under a straight bill of lading, naming Buyer as consignee. Forthwith after the Products has been delivered to a shipper for transportation to Buyer, Seller shall transmit the bill of lading to Buyer at Buyer’s address as stated in this Agreement. The risk of loss in respect of the Products shall pass to Buyer when delivered by Seller to a carrier under a contract of transportation to Buyer. “F.O.B.” shall have the meaning ascribed to in the Uniform Commercial Code. Any other provision in this Agreement notwithstanding, if the financial condition or credit of Buyer at any time shall, in the discretion of Seller, not warrant shipment of Products ordered prior to full payment, Seller may require full payment prior to shipment.

8. Delay by Buyer. If the manufacture or shipment of the Products are delayed by causes within Buyer’s control or that affect Buyer’s ability to receive the Products or at Buyer’s request, Seller may, at Seller’s sole discretion, (i) place the Products in storage at Buyer’s risk and Buyer shall pay the full amount for Products due at the time of delivery along with all storage charges at the prevailing commercial rates upon submission of invoices therefor; or (ii) in the event that the Products cannot be removed from the assembly area for storage, Seller may hold the Products in its assembly area and Buyer shall reimburse Seller for all costs actually incurred due to a resulting delay in production schedule. If delivery is delayed by Buyer, the date of notice of readiness for delivery by Seller shall be deemed to be date of delivery of Products for invoice purposes.

9. Price. Unless otherwise agreed, quoted prices are valid for thirty (30) days from the date of the quote and payment terms are as follows:
(a) For Metal Additive work, 20% is due upon signed contract or accepted purchase order, 30% is due upon the completion of printing, and 50% is due following shipment of Products.

(b) For all other Products, 50% is due upon signed contract or accepted purchase order, and 50% due upon Seller’s shipment of Products.

Buyer is responsible for all Non-Recurring Engineering charges (“NRE”) associated with any giving order. Payment is due in accordance with the terms on the applicable purchase order, agreement, and/or invoice as agreed by Seller and, unless otherwise agreed, shall be made in U.S. dollars. On late payments, the unpaid balance shall, without prejudice to Seller’s right to immediate payment, be increased by one and one-half percent (1.5%) per month, not to exceed the maximum permitted by law. Credit Card payments will be charged a 3.5% processing fee. Buyer agrees to pay, in addition to the balance then due and owing all incurred costs of collection, including reasonable attorney fees (if applicable). Buyer’s payment obligation under this Agreement shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which Buyer may have against Seller or others. Buyer shall not be entitled to withhold payment of any sums after they become due by reason of any right of set-off or counterclaim for any other reason whatsoever without prior written agreement by the Seller.

10. Price Adjustments. Quoted prices are subject to increases or additional fees in the event of: (1) Buyer-initiated stop work or stop shipment orders without cause by Seller; (2) supplied material or third party processing fee increases in excess of five percent (5%) for orders or contracts with extended fulfillment time, including long term agreements; or for other reasons solely due to Buyer’s actions. Price quotations based on estimated or projected quantities are subject to increase if actual quantities purchased period are less than the estimated or projected quantities.

11. Taxes and Other Charges. Any applicable duties, sales, use, excise, value added or similar taxes not appearing on the first page hereof and assessed in connection with the Products will be added to the price and invoiced separately (unless acceptable exemption certificate is furnished) and paid by Buyer upon receipt of invoice.

12. Product Specifications. Unless otherwise agreed, tolerances for additive Products are +/-.015in first inch or .003in per inch, whichever is greater. Features measuring less than .030in are not warrantied in any manner and are built and delivered “AS-IS, WHERE IS.” All aluminum molds have a maximum shot life of 10,000 shots. All non-aluminum molds past shot life cannot be guaranteed after 10 years or 1,000,000 shots, whichever occurs first, and will be subject to an NRE cost outside of typical preventative maintenance or minor repairs.

13. Seller’s Discretion. Seller shall have sole discretion to determine the manner in which the Products are manufactured, including, but not limited to, the production methods, processes, technology, and equipment utilized. Seller shall have the sole right to determine the location(s) at which the Products are manufactured, including the right to change such manufacturing locations from time to time and to allocate production among its various facilities as it deems appropriate, including amongst qualified suppliers and subcontractors. Notwithstanding Seller’s discretion as set forth herein, all Products shall be manufactured in accordance with the specifications, quality standards, applicable laws, and other requirements as set forth in this Agreement and in law.

14. Security Interest. Until Seller collects in full all amounts owed by Buyer to Seller under this Agreement, Seller retains, and Buyer grants to Seller a continuing security interest in and a lien upon the Products (including insurance proceeds), as security for the payment of all such amounts and the performance by Buyer of all its obligations to Seller pursuant to this Agreement, and Buyer shall have no right to sell, encumber or dispose of the Products. Buyer hereby authorizes Seller to file any and all financing statements listing Buyer, its successors, assigns, affiliates, and transferees as “debtor” to perfect such security interest and to issue any notices or take any other acts to establish and protect the priority of such security interest. Buyer agrees to execute such other documents and instruments and do and perform any and all other acts and things which Seller may consider necessary, desirable or appropriate to establish, perfect or protect Seller’s security interest and lien, and Buyer hereby appoints Seller to act as Buyer’s attorney-in-fact for purposes of executing any of the foregoing on Seller’s behalf. The goods shall remain personal property regardless of how they are affixed to Buyer’s real property.

15. Patents, Trademarks and Copyrights.
(a) Seller will, at its own expense, defend any suits that may be instituted by anyone against Buyer for alleged infringement of any patent, trademark or copyright relating to any Products manufactured by Seller hereunder, if such alleged infringement consists of the use of Products in Buyer’s business and, provided Buyer shall have made all payments then due hereunder, shall have given Seller immediate notice in writing of any such suit, transmitted to Seller upon receipt of all processes and papers served upon Buyer, permitted Seller through its counsel, either in the name of Buyer or in the name of Seller, to defend the same and given all needed information, assistance and authority to enable Seller to do so. If such Products are held to infringe any valid patent, trademark or copyright, then: (i) Seller will pay any final award of damages in such suit attributable to such infringement, and (ii) if in such suit use of such Products by Buyer is permanently enjoined by reason of such infringement, Seller shall, at its own expense and at its sole option, either (A) procure for Buyer the right to continued use of the Products, (B) modify the Products to render it non-infringing, (C) replace the Products with non-infringing goods, or (D) refund the purchase price and the transportation costs paid by Buyer for the Products, less a reasonable allowance for use and ordinary wear and tear. Notwithstanding the foregoing, Seller shall not be responsible for any compromise or settlement made without its written consent, or for infringements of combination or process patents covering the use of the Products in combination with other goods or other materials not furnished by Seller. The foregoing states the entire liability of Seller for infringement, and in no event shall Seller be liable for any damages attributable to infringement nor any alleged infringement of products manufactured by third parties and supplied hereunder.

(b) Buyer shall defend and hold Seller harmless from any claim made against Seller or its suppliers that the manufacture or sale of products supplied constitutes infringement of any patent, trademark or copyright, if such Products was manufactured pursuant to Buyer’s designs, specifications, processes and/or formulas, provided Seller promptly notifies Buyer in writing of the claim and gives Buyer full authority, information and assistance (at Buyer’s expense) for the defense of same.

(c) Seller retains all rights, title, and interest in any intellectual property owned by Seller prior to the execution of this Purchase Order, including but not limited to inventions, technology, designs, works of authorship, mask works, technical information, computer software, and business information (“Pre-Existing IP”). Buyer acknowledges that any use of Pre-Existing IP is subject to a non-exclusive, non-transferable license, limited to the purposes of this Purchase Order.

16.
Consequential Damages and Other Liability; Indemnity.
(a) Seller’s liability with respect to the Products, parts and/or services sold hereunder shall be limited to the warranty provided herein and, with respect to other performance of this Agreement, shall be limited to the agreed total contract price for any individual Product. THE PARTIES AGREE AND ACKNOWLEDGE THAT SELLER SHALL NOT BE LIABLE TO BUYER FOR AND DISCLAIMS (1) ANY OTHER OBLIGATIONS OR LIABILITY, ARISING OUT OF BREACH OF CONTRACT OR WARRANTY, (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING UNDER OTHER THEORIES OF LAW, WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED (INCLUDING BUT NOT LIMITED TO WARRANTY SERVICES) BY SELLER, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND (3) ALL INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, FOR PROPERTY, INCLUDING BUYER PROPERTY PROVIDED TO SELLER, OR PERSONAL INJURY DAMAGES, FOR LOST PROFITS OR REVENUES, LOSS OF USE OF ANY EQUIPMENT, COST OF CAPITAL, FACILITIES OR SERVICES, DOWN TIME, AND FOR ANY THIRD PARTY CLAIMS OR DAMAGES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

(b) Buyer shall indemnify Seller against any and all losses, liabilities, damages and expenses (including but not by way of limitation, attorneys’ fees and other costs of defending any action) which Seller may incur arising from or as a result of any claim by Buyer or others arising out of or in connection with the products and/or services sold hereunder for injuries or damages directly or indirectly from, the negligence or intentional conduct of Buyer, its employees, agents, or contractors, or by Buyer’s breach of any terms of this Agreement. This paragraph is not intended, and shall not be construed, to provide for indemnification of Seller for injuries or damages proven to have been caused solely by the Seller’s negligence.

17. Change Order. Buyer may request changes be made to the Products at any time, including after delivery; provided, that Buyer and Seller mutually agree upon (a) decreases or increases, as applicable in the purchase price of the Products due to, without limitation, additional charges for redesign, additional costs for components, costs for rescheduling production (including down time due to any delay), storage fees due to delays, and other additional fees for labor and material; and (b) the effect any delay caused by such requested change will have on delivery schedules, payment terms, and storage fees.

18. Termination by Buyer. This Agreement may be terminated by Buyer, in whole or in part, at any time by providing written notice of termination to Seller. Upon such termination, Buyer shall pay to Seller the following amounts without duplication: (a) 100% of the price agreed in any applicable contract or purchase order for all Products which had been completed in accordance with this Agreement, including all goods purchased by Seller from third parties for this Agreement; and (b) costs incurred by Seller in accordance with this Agreement, plus Seller’s profit margin, including without limitation, labor, NRE and material costs allocable to the terminated portion of this Agreement; and (c) for Products contracted to ship in one hundred twenty (120) or more days from

Seller’s acceptance of the order:

(i) 100% of the contracted price for Products canceled within sixty (60) days of scheduled shipment date;
(ii) 75% of the contracted price for Products canceled less than ninety (90) days, but more than sixty (60) days of scheduled shipment date; or
(iii) 50% of the contracted price for Products canceled less than one hundred twenty (120) days but more than ninety (90) days of scheduled shipment date.

Notwithstanding the above, Seller shall be entitled to an amount that compensates Seller for performance completed to date in the event Buyer terminates the contract for convenience. Seller agrees to use commercially reasonable efforts to minimize costs charged to Buyer under this paragraph.

19. Termination by Seller. Seller may terminate any obligation to Buyer with respect to the sale of Products immediately by notice to Buyer if: (i) Buyer fails to make any payment on the date due or to accept delivery of any shipment; (ii) Buyer makes an assignment for the benefit of creditors; (iii) Buyer admits in writing its inability to pay its debts as they mature; (iv) a trustee or receiver of all or a substantial part of Buyer’s assets is appointed by any court; (v) any bankruptcy or reorganization proceedings is instituted by or against Buyer; (vi) Buyer becomes insolvent or unable to pay its debts as they mature; (vii) Seller has reasonable basis for insecurity with respect to Buyer’s performance of its obligations to Seller and Buyer fails to provide to Seller assurance of Buyer’s performance within thirty (30) days of SELLER’s demand for such assurance; (viii) due to Buyer’s violation of any applicable law or regulation, or Seller’s reasonable belief that Buyer is or will be in violation of any applicable law or regulation; or (ix) with thirty (30) days’ written notice to Buyer.

20. Compliance with Laws.
(a) Seller will comply with all laws applicable to Seller in manufacturing and delivering the Products. Buyer acknowledges that it is Buyer’s responsibility to provide proper safety devices and equipment for the particular application or use intended by Buyer so as to protect the operator and others from harm. If the Products are to be used in the performance of a U.S. Government contract or subcontract, any U.S. Government procurement regulations shall not be incorporated herein by reference (except as may be specified in a separate document signed by an officer of Seller). Unless otherwise specifically agreed upon in writing, certified cost or pricing data will not be provided and CAS, Defective Pricing, and Audit requirements will not apply for goods and services purchased hereunder.

(b) Buyer acknowledges that the Products may be subject to certain import and/or export control laws, regulations and other directives of the United States and various other countries (collectively, the “Import and Export Laws”). To the extent such Import and Export Laws are applicable, Buyer represents and warrants that it will comply fully with all applicable Import and Export Laws when locating and/or reselling and relocating the Products, including any provisions relating to reporting or disclosure requirements. Buyer acknowledges and agrees that (i) it is solely responsible, at its own risk and expense, for obtaining any necessary export license or permit and any other approval or documentation which may be required for or in connection with the export or any Products, as well as appropriate legal advice related to its compliance with the Import and Export Laws and/or the applicability of the Import and Export Laws to any particular transaction involving the Products, and (ii) Seller has no responsibility or liability for the compliance of this transaction or any other transaction involving the Products with any Import and Export Laws, and (iii) Buyer shall indemnify and hold Seller harmless from any and all claims, actions, demands, causes of actions, damages, expenses and liabilities which Seller may incur from Buyer’s violation of any Import and Export Laws in any way related to the Products. Buyer shall execute any documents reasonably required by Seller for the purpose of complying with US laws and regulations.

(c) Orders for Products may involve information or items that are subject to the International Traffic in Arms Regulations (ITAR) or Export Administration Regulations (EAR) and that may not be released to Foreign Persons inside or outside the United States without the proper export authority. Buyer agrees that it will not export or re-export, directly or indirectly, any hardware, software, defense service, information or technical data provided by, through, or with the cooperation of Seller, to any Foreign Person (as defined by 8 USC 1101(a)(20)), including persons employed by or associated with, or under contract with, Buyer without the prior written consent of Seller and without first obtaining any required export license or other lawful approval. Buyer’s Foreign Person employees, suppliers, agents, or representatives shall not participate in the performance of any order at Seller’s facilities without Buyer’s prior written consent, and such consent may be subject to any applicable security or export license approvals. Buyer represents that neither Buyer nor any parent, subsidiary or affiliate of Buyer is included on any of the restricted party lists maintained by the Government. Buyer shall promptly notify Seller in writing if Buyer is, or becomes, listed in any Restricted or Denied Parties List or if Buyer’s export privileges are otherwise denied, suspended or revoked in whole or in part by any Governmental authority.

(d) In accordance with the Foreign Corrupt Practices Act, Buyer agrees it will not, and will not permit its subsidiaries, affiliates, and all of its and their directors, officers, employees and agents. directly or indirectly, to, offer, pay, promise to pay or authorize the payment of any money or give, offer, promise or authorize giving anything of value to (a) any Foreign Official (as hereinafter defined) or (b) any other person, while knowing or having reason to know that all or a portion of such money or thing of value will he offered, given or promised, directly or indirectly, to a Foreign Official for the purpose of: (i) influencing any net or decision of such Foreign Official in his or her official capacity, including a decision to fail to perform his official functions; or (ii) inducing such Foreign Official to use his or her influence with a government or instrumentality to affect or influence any act or decision of such government or instrumentality, in order to assist in obtaining or retaining business for or with, or directing business to, any person. For purposes of this provision, the term “Foreign Official” means any officer or employee of a government or any department, agency, or instrumentality thereof, or any corporation or other entity controlled thereby or any person acting in an official capacity for or on behalf of any such government, department, agency, instrumentality, corporation or other entity, or candidate for political office. or any officer, employee or agent thereof.

Buyer shall indemnify and hold Seller harmless for all claims, demands, damages, costs, fines, penalties, attorneys’ fees and other expenses arising or resulting from Buyer’s failure to comply with this Section.

21. Product Application. Unless agreed in writing by Seller, Products are not to be used in critical safety systems (including without limitation medical devices, life support equipment and devices used for implementation into the body), any activity or process involving nuclear fission, fusion. Buyer agrees not to use or sell or transfer the product to others for any such purpose without prior written authorization from Seller.

22. Subcontractors. Seller may make sue of subcontractors to perform any Seller obligations, provided that the use of any such subcontractor(s) shall not limit or restrict Seller’s obligations to Buyer. Nothwithstanding any of the foregoing in this section, the performance of any obligation of Seller by any of Seller’s subsidiary entities shall not be considered peformance by a subcontractor.

23. Waiver. The parties shall not be deemed to have waived any of their rights, powers, or remedies under this Agreement, or at law or in equity unless such waiver is in writing and is executed. No delay or omission by the parties in exercising any right, power, or remedy shall operate as a waiver thereof or of any other right, power, or remedy. No waiver by the parties of any default shall operate as a waiver of any other default, or of the same default or another occasion.

24. Technical Information. Any sketches, models, samples or designs submitted by Seller shall remain the property of Seller, and shall be treated as confidential information by Buyer unless the Seller has in writing indicated a contrary intent. No use or disclosure of such sketches, models and samples, or any design or production process or techniques revealed thereby, shall be made without the express written consent of the Seller.

25. Confidential Information. Information exchanged under this Agreement will be treated as confidential if identified as such at disclosure or if the circumstances of disclosure would reasonably indicate such treatment. Confidential Information may only be used for the purpose of fulfilling obligations or exercising rights under this Agreement, and shared with employees, agents or contractors with a need to know such information to support that purpose. Confidential information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure. These obligations do not cover information that: (i) is known by the receiving party at the time of receipt; (ii) is or becomes a part of the public domain other than as a result of disclosure by the receiving party; (iii) the receiving party lawfully obtains from a third party under conditions permitting its disclosure to others; or (iv) is disclosed as required by law Government regulations.

26. Separability. If any provisions of this Agreement shall be deemed illegal or unenforceable, such illegality orunenforceability shall not affect the validity and enforceability of any legal and enforceable provisions hereof whichshall be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unlesssuch illegality or unenforceability shall destroy the underlying business purpose of this Agreement.

27. Assignability. Buyer may not assign this Agreement without Seller’s prior written consent.

28. Governing Law and Dispute Resolution. This Agreement and these terms and conditions shall be governed andconstrued according to the laws of the State of Delaware, USA, without reference to principles of conflicts of laws. Therights and obligations of the parties hereunder shall not be governed by the provisions of the 1980 U.N. Conventionon Contracts for the International Sale of Goods. For any dispute, controversy or claim arising out of or relating to thisAgreement, or the breach thereof, including claims for equitable relief and requests for interim measures, the partiesshall first discuss in good faith alternative dispute resolution options. Should alternative dispute resolution fail, theparties agree that any legal action or proceeding will be brought exclusively in the Federal or State courts in and forDelaware, USA. The parties further agree that service of process may be made by certified mail or overnight delivery(via FedEx or similar international carrier) directed to the served party at the address stated in this Agreement, andservice so made shall be deemed to be completed upon actual receipt thereof. The parties waive any objection tojurisdiction and venue of any action instituted as provided herein and agree not to assert any defense based on lackof jurisdiction or venue.