Alleantia Purchase Order

1 Agreement Scope

ALLEANTIA is a company that purchases third-party hardware, software licenses, and related items (each a “Product” and collectively “Products”) and/or services (“Services”) for resale under a separate agreement to specified end-user clients in Italy (each a “Client”). Supplier is a provider of Products and/or Services and grants ALLEANTIA the right to: (i) resell, directly or indirectly (pursuant to Section 2 below), the Products and Services to Client, and (ii) determine the prices at which the Products and/or Services are resold to Client. The purpose of this Agreement is to establish the terms that will govern all purchase orders placed by ALLEANTIA to Supplier to purchase Products and Services for resale (each, a “Purchase Order”). Supplier is the importer of record for all Products and Services resold. Any resale of Products and Services under a Purchase Order shall be read and understood to also include any transaction where ALLEANTIA is acting as a commissionaire (Art..1705 and 1731 Italian Civil Code) or any similar arrangement, in procuring Supplier’s Products and Services for the Client. For the avoidance of doubt, this Agreement does not constitute an Agency relationship (Art. 1742 Italian Civil Code) between ALLEANTIA and Supplier.

2 Distributors

In addition to direct sales to Clients, Supplier grants ALLEANTIA: (i) the right to resell Products and Services to a third-party distributor (“Distributor”) for resale to Client or to a financing company for leasing to Client (and for the avoidance of any doubt, ALLEANTIA shall identify any such Distributor and Client in the relevant Purchase Order); and (ii) the right to purchase Products and Services from a Distributor authorized by Supplier for resale to Client. For purchases from the Distributor, the terms of this Agreement will apply, including without limitation any warranties and indemnities by Supplier to ALLEANTIA and its Affiliates, but excluding: (a) ALLEANTIA’s ordering and payment obligations, and (b) any other ALLEANTIA obligations that would be contracted directly with the Distributor.

3 Client Agreements

Supplier will have a contract with ALLEANTIA. ALLEANTIA terms for a specific contract may reflect specific terms agreed with Client’s (each a “Client Agreement”), and specifically for invoicing, payment, and delivery terms contracted by ALLEANTIA to Clients. For the avoidance of doubt, it should be noted that acceptance of contract terms are an essential condition for the performance of the Agreement.

4 Customer’s Responsbilities e Restrictions

Supplier warrants that it has good title to the Products and Services, free from any lien or encumbrance, and that the Products and Services conform to the requirements of each Purchase Order. Supplier warrants to ALLEANTIA that if any Product or Service fails to meet Supplier’s specifications and usage capabilities, ALLEANTIA may request a refund or replacement of such Product or refund or re-performance of such Service. Supplier will extend to Client the warranties and indemnifications for the Products and Services purchased and resold hereunder that Supplier generally extends to its end user customers, but at a minimum, those required by applicable law. The Parties agree that Client will be entitled to enforce any claims related to such warranties solely against Supplier. To the extent warranties or other obligations related to the Products and Services are imposed on ALLEANTIA, and cannot be excluded or limited under local law, Supplier agrees to provide the same warranties to ALLEANTIA and Supplier will be responsible for such other obligations, except in case the relevant liability is attributable only or partially to ALLEANTIA. Except for the warranties set forth or referenced in this Agreement, Supplier makes no additional warranties to ALLEANTIA with respect to the Products or Services, whether express or implied.

5 Acceptance

A Purchase Order will have to be accepted in writing by Supplier, but shall be deemed accepted by Supplier if Supplier ships the Products or begins to provide the Services.

6 Pricing and Payment

All charges that are ALLEANTIA’s responsibility to pay will be identified on each Purchase Order (“Purchase Order Charges”) with the exception of taxes in accordance with Section 11. Supplier will invoice ALLEANTIA for the Purchase Order Charges in the primary local currency of ALLEANTIA. However, if Supplier allows Client to cancel or terminate any Purchase Order, in whole or in part, with reduced or no payment charge, ALLEANTIA will also be granted that same cancellation or termination right with the same payment terms. Except as otherwise set forth in the applicable Purchase Order, Supplier may invoice only after shipment or electronic delivery of Products and/or after Service completion. Payment is due within terms specified in the ALLEANTIA Purchase Order, after ALLEANTIA’s receipt of an undisputed invoice.

7 Delivery, Access to Services and Cancellation

Supplier will deliver the Products, commence provision of Services or provide access to subscription Services on the applicable date set forth in a Purchase Order, or, if no date is specified, within ten (10) days of the date of an accepted Purchase Order. Supplier will promptly notify ALLEANTIA of any potential delays longer than five (5) business days after the scheduled delivery date. Prior to delivery or performance, or if Supplier fails to make complete delivery as provided herein, ALLEANTIA reserves the right to cancel a Purchase Order, in whole or in part. All software Products or software Services will be delivered electronically to Client.

8 Title and Risk of Loss

For the resale of hardware Products, title will pass to ALLEANTIA or Client, as applicable, upon delivery to ALLEANTIA or Client as the case may be. All risk of loss of, or damage to, the Products will be borne by Supplier until receipt of such Products by ALLEANTIA or Client. Supplier agrees to provide replacement of items lost or damaged prior to delivery or not fully functional upon delivery (to be communicated within 3 days from delivery), at no additional charge, within three (3) business days of receipt of notice from ALLEANTIA.

9 Indemnities

9.1

Each Party shall defend, indemnify, and hold harmless the other Party and its officers, directors, employees, principals (including partners, shareholders or holders of an ownership interest) and agents, from and against any claim, and all losses, damages or expenses (including reasonable attorneys’ fees and court costs) to the extent that such claim is made or threatened by any third-party and relates to or arises out of death, bodily injury or damage to real and/or tangible property caused by the indemnifying Party’s negligence or willful misconduct.

9.2

Supplier shall defend, indemnify, and hold harmless ALLEANTIA, ALLEANTIA Affiliates, and their officers, directors, employees, principals (including partners, shareholders or holders of an ownership interest) and agents, from and against any claim, and all losses, damages or expenses (including reasonable attorneys’ fees and court costs) to the extent such claim: (a) is made or threatened by a Client and arises as a result of the failure of any of Supplier’s Products or Services to operate or perform as warranted by Supplier in its terms of sale, or (b) is made or threatened by any third-party and alleges that the use, combination, provision, or sale of any Product or Service infringes or misappropriates any Intellectual Property of such third-party. “Intellectual Property” means any copyright, trade secret, patent, trademark or other intellectual property right of any kind. Supplier shall have no indemnity obligation under part (b) of this Section 9.2 to the extent that a claim arises solely out of the combination, use or modification of the Product or Service in a manner not approved in writing by Supplier.

9.3

The Party seeking indemnification shall (a) promptly notify the indemnifying Party of the claim and furnish it with a copy of each communication relating to the claim, (b) give the indemnifying Party sole authority, at its expense, to defend or settle the claim and to conduct any negotiations related to it, and (c) give the indemnifying Party such assistance and information as may be reasonably necessary to defend or settle the claim, at the indemnifying Party’s expense. The indemnifying Party shall have no obligation to indemnify the indemnified Party under any settlement that is made without the indemnifying Party’s prior written consent. The indemnifying Party shall not compromise the reputation of the indemnified Party, or make any statement or take any action that it should reasonably know is adverse to the interests of the indemnified Party, in connection with the settlement or any negotiations related thereto.

10 Limitation of Liability

Except with respect to each Party’s confidentiality and indemnification obligations hereunder: (i) the limit of each Party’s (and its Affiliates’) liability to the other Party (and its Affiliates) (whether in contract, tort or delict, negligence, strict liability in tort or by statute or otherwise) for any and all claims arising under or related to a Purchase Order shall be the payment of direct damages, and will not in the aggregate exceed the purchase price paid for the Products or Services giving rise to the cause of action, and (ii) neither Party shall have liability for any amounts representing loss of production, loss of or corruption to software applications or data, loss of business, profits, or anticipated savings, loss of goodwill or reputation, whether caused directly or indirectly, or other indirect, consequential, or punitive damages, or any wasted expenditure, or to give an account of profits to the other Party, even if advised of their possible existence. Nothing in this Section 10 shall operate to limit or exclude a Party’s liability for: (a) death or personal injury caused by the Party’s negligence or that of its employees or agents; or (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law.

11 Taxes

Unless ALLEANTIA provides Supplier with a certificate of exemption acceptable to the appropriate taxing authority, or Italy’s reference to fiscal law, Supplier shall add to the applicable invoice all taxes, however designated, properly payable upon the sale or transfer of the Products or Services, excluding gross receipts taxes, franchise taxes for the privilege of doing business, taxes based upon the income or property of Supplier and taxes based upon the payroll of Supplier’s employees even if imposed by law upon Supplier or Supplier’s employees. If Supplier is not an Italy based entity, all payments due under a Purchase Order and this Agreement shall be reduced for applicable withholding taxes where required by any governmental authority. If ALLEANTIA is required to withhold or deduct any taxes from any payment to Supplier, ALLEANTIA will not be required to “gross up” the amount of such payment and shall pay to the Supplier the total amount reflected on the invoice less the applicable withholding taxes.

12 Use of Names and Marks

All names, trademarks, trade names or symbols (collectively “Branding”) of each Party are and will remain the exclusive property of such Party. Neither Party will acquire any right to the Branding of the other Party. ALLEANTIA will have the limited right to use Supplier’s Branding in connection with the activities described in this Agreement or a Purchase Order. Neither Party may: (i) publicize this Agreement, any Purchase Order, or their subject matter; (ii) state that a Party has approved or endorsed any product or service provided by the other Party as contemplated by this Agreement; or (iii) otherwise use the Branding of such other Party or its Affiliates, without the other Party’s prior written consent.

13 Confidential Information

Each Party may be given access to the names and contact information regarding a Party’s personnel, officers, and director, suppliers and customers (“Business Contact Information”) and access to information that relates to the other’s business activities, which is identified by the disclosing Party as confidential information or which a reasonable person would deem to be confidential (collectively, “Confidential Information”). Confidential Information may only be used by the receiving Party as reasonably needed to perform its obligations and activities permitted under this Agreement, including record-keeping. The receiving Party agrees to protect the Confidential Information of the disclosing Party using a reasonable standard of care. Each party shall be considered a data controller with respect to the other party’s Business Contact Information and shall be entitled to transfer such information to any country where such Party, its global organization, and Affiliates operate.

14 Entire Agreement and Priority

This Agreement and each accepted Purchase Order set forth the entire understanding between ALLEANTIA and Supplier with respect to the subject matter hereof and supersede conflicting and additional terms, whether oral or written, on (i) all prior agreements, arrangements and communications, (ii) all subsequent non-mutually executed forms or agreements, and (iii) on any Supplier portal that ALLEANTIA or its Affiliates may use for Client registration or order placement. For the avoidance of doubt, any agreement(s) between the Parties (or their respective Affiliates) on matters other than those contemplated by this Agreement, shall be subject to and governed by the terms of such other agreement(s). This Agreement, once executed, and each Purchase Order transmitted by electronic means, shall be treated in all respects as an original document. This Agreement may be signed and each Purchase Order accepted in separate counterparts each of which will be deemed an original. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against which it is sought to be enforced or mutually agreed to by the Parties. However, the Parties agree that any conflicting transaction-specific commercial or economic terms and conditions set forth on the face of a Purchase Order take precedence over this Agreement. The delay or failure by either Party to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed a waiver of that Party’s right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise of this right or any other right.

15 Force Majeure

Neither Party is liable for any delay or failure to perform its obligations hereunder due to any cause beyond its reasonable control (included covid 19 pandemic-related health emergencies ), provided that each Party will take commercially reasonable steps to minimize any delays or failures.

16 Severability

If any provision of this Agreement or a Purchase Order is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions will continue in full force and effect.

17 Independent Contractors

Each Party is an independent contractor and shall not be deemed an Affiliate, employee, agent, subcontractor, authorized representative, partner or joint venturer of the other Party. Except as set forth in this Agreement, neither Party has any right to act on behalf of the other, nor to represent that it has such right or authority.

18 Assignment

Neither Party shall assign or transfer (whether expressly or by operation of law) this Agreement or any Purchase Order or its rights or obligations hereunder without the prior written consent of the other Party. Notwithstanding the preceding sentence, either Party may assign this Agreement to any successor (as part of a corporate reorganization) if the assignee agrees in writing to abide by all of the terms and conditions of this Agreement and provided such assignee is not a competitor of the other Party or its Affiliates. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Parties’ successors and lawful assigns.

19 Trade Compliance

Each Party shall comply with all applicable export control and economic sanctions laws and regulations, in the performance of this Agreement, including the use and transfer of any Products or Services subject to this Agreement.

20 Anti-Corruption

In relation to resale activities under this Agreement, each Party agrees:

20.1

It will comply with all applicable laws, ordinances and regulations of any jurisdiction, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, if applicable, and all other applicable anti-corruption, anti-money laundering laws, and competition laws (collectively “the Anticorruption Laws). Neither Party will take any action, nor fail to take any action, that would result in the other Party violating any Anticorruption Laws.

20.2

Neither Party will offer or give money or anything of value to any person, in order to obtain or retain business for the benefit of itself or the other Party, or to secure any other improper advantage for itself or the other Party. Any provision of gifts, meals, entertainment expenses or travel expenses must be (i) permissible under all applicable Anticorruption Laws, and (ii) the recipient employer’s internal policies.

20.3

It will not submit any false or inaccurate invoices or documentation to the other Party, and will submit true and adequate documentation with all invoices, including itemized expenses incurred, accompanied by receipts (or other documentation if a receipt is unavailable) identifying the payment date, amount and purpose of the expense. During the term of this Agreement and for three (3) years thereafter for the purposes of inspecting compliance with the provisions of this Section 20, each Party (the “Non-Auditing Party”) will retain and, upon reasonable notice, will provide the other Party (the “Auditing Party”) reasonable access to audit the Non-Auditing Party’s books, accounts, and records, including payments made by the Non-Auditing Party for or on behalf of the Auditing Party. At the Non-Auditing Party’s option, the Auditing Party may select an independent third-party of international reputation and good standing to conduct the audit. The independent third-party will be required to agree to a non-disclosure agreement. The Non-Auditing Party shall cooperate fully in any audit conducted by or on behalf of the Auditing Party.

20.4

It will promptly notify the other Party (Non-breaching Party), in writing, if the breaching Party fails to comply with the provisions of this
section; If the Non-breaching Party has a good faith belief that there has been a breach of this provision, the Non-breaching Party may terminate its Agreement with the breaching Party immediately upon written notice and without penalty.

20.5

Furthermore the Supplier states and warrants:

20.5.1.1. Of being familiar with the content of D.lgs. (Italian legislative decree) No. 231, June 8/2001 and of refraining from behaviors
representing the alleged criminal offences provided for therein;

20.5.1.2. That the principles expressed in the Model will be complied with and that during the duration of this Agreement and any
Purchase Order and in any case of the business relationship with ALLEANTIA any activity will be in accordance with these principles.

20.5.1.3. Supplier’s non-fulfilment of obligations under provision 20.5.1.1 above and, in any case, the infringement of provisions under D.lgs. (Italian legislative decree) 231/2001, even if notified to the Supplier purely as commitment for trial, represents serious non fulfilment that may justify termination, pursuant to and in accordance with article 1456 of the Italian Civil Code, of the Agreement and all the Purchase Orders and any other related contractual agreements without prejudice in any case to what is due as reimbursement of damages as well as subject to performance enforcement due to damages. Termination as provided for under this clause, entails moreover termination, as per article 1456 of the Italian Civil Code, of any other agreement, contract, commitment or covenant existing between the Parties (including, referred to ALLEANTIA, all ALLEANTIA Affiliates), maintaining entitlement to reimbursement of damages as well as to performance enforcement due to damages.

21 Termination Rights & Survivability

Either Party may terminate this Agreement, without cause or penalty, upon thirty (30) days’ prior written notice. However, any Purchase Order accepted by both Parties prior to the date of termination will remain in effect and continue to be governed by the terms and conditions of this Agreement. The provisions of this Agreement, which by their nature survive termination or expiration, shall survive termination or expiration of this Agreement.

22 Governing Law

This Agreement and each Purchase Order is governed by and interpreted in accordance with the laws of Italy, without regard to principles of conflict or choice of law . The United Nations Convention on Contracts for the International Sale of Goods will not apply.

23 Venue

Each Party acknowledges and agrees that all claims and disputes arising out of or in connection with this Agreement shall be submitted exclusively to the courts of Milan.

24 Language

The Parties explicitly agree and recognize the validity of this Agreement being drafted in English. In case the necessity for a translation of this Agreement into Italian were to occur, the Parties shall agree, jointly and in good faith, on the selection of a sworn translator acceptable to the court(s), whose cost shall be carried out by the Supplier

25 Notices

Notices to be provided under this Agreement must be in writing. Such notices shall be sent to the address set forth in the applicable Purchase Order, or as otherwise provided by the Parties.