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2033 Oak Industrial Dr. NE, Grand Rapids, MI 49505 www.terryberry.com
<br />REV: 08-05-26 VR
<br />22/36
<br />13.3.2. “Affiliate” means, with respect to a Party, any entity or individual that directly or indirectly controls, is controlled by, or is
<br />under common control with such Party. For purposes of the Affiliate definition, an entity or individual “controls” an entity if it has the
<br />power to direct the management and policies of the entity, through ownership of more than 50% of the voting securities of an
<br />entity, representation on its board of directors or other governing body, or by contract.
<br />13.3.3. “Applicable Law(s)” means all laws, statutes, codes, rules, regulations, and other pronouncement having the effect of law of
<br />the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision, including those
<br />promulgated, interpreted or enforced by any governmental or regulatory authority, and any order of a court or governmental
<br />agency of competent jurisdiction in effect as of the Effective Date and as they may be amended, changed or modified from time to
<br />time.
<br />13.3.4. "Basic Purchase Order Terms" means, collectively, any one or more of the following terms specified by Customer in a
<br />Purchase Order: (a) a list of the Goods to be purchased; (b) the quantity of each of the Goods ordered; (c) the unit Price for each of
<br />the Goods to be purchased; (d) the billing address; and (f) the delivery location. For the avoidance of doubt, the term "Basic
<br />Purchase Order Terms" does not include any general terms or conditions of any Purchase Order.
<br />13.3.5. "Claim" means any Action brought against a Person entitled to indemnification under this Manufacturing Agreement.
<br />13.3.6. “Confidential Information” means the nonpublic or proprietary business, technical or financial information disclosed to the
<br />Receiving Party by or on behalf of the Disclosing Party pursuant to this Manufacturing Agreement and includes all information
<br />marked by the Disclosing Party as confidential or proprietary and any other information, whether written or oral, that the Receiving
<br />Party should reasonably understand is confidential or proprietary to the Disclosing Party.
<br />13.3.7. “Customer Contracts" means all contracts or agreements to which Customer is a party or to which any of its material assets
<br />are bound..
<br />13.3.8. “Customer Marks” means all registered or common law Customer trademarks, trade names, Goods marks, slogans, and
<br />logos and such other Customer trademarks or logos as Customer identifies from time to time to Terryberry for branding or other use
<br />in connection with the Goods.
<br />13.3.9. "Defective" means not conforming to the Product Warranty under Section 9.3.
<br />13.3.10. "Defective Goods" means goods shipped by Terryberry to Customer pursuant to this Manufacturing Agreement that are
<br />Defective.
<br />13.3.11. “Documentation” means the user guides, installation documents, and specifications for the Subscription Goods that are
<br />made available from time to time by Terryberry in electronic or tangible form, but excluding any sales or marketing materials.
<br />13.3.12. "Forecast" means, with respect to any six (6) month period, a good faith projection or estimate of Customer's requirements
<br />for Goods during each month during the period, which approximates, as nearly as possible, based on information available at the
<br />time to Customer, the quantity of Goods that Customer may order for each such month.
<br />13.3.13. "Goods" means the goods identified in the Order.
<br />13.3.14. "Governmental Authority" means any federal, state, local or foreign government or political subdivision thereof, or any
<br />agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental
<br />regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or
<br />authority have the force of Applicable Law), or any arbitrator, court or tribunal of competent jurisdiction.
<br />13.3.15. “Intellectual Property” means a Party’s proprietary material, technology, or processes, including, but not limited to:
<br />services, software tools, proprietary framework and methodology, hardware designs, algorithms, works of authorship, inventions,
<br />deliverables, work product, trade secrets and developments objects and Documentation (both printed and electronic), network
<br />designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned or licensed by a
<br />third party), and any derivatives, improvements, enhancements or extensions of such Intellectual Property conceived, reduced to
<br />practice, or developed. For avoidance of doubt, Intellectual Property of Terryberry shall also include Intellectual Property created,
<br />developed, conceived, acquired, authored or reduced to practice by or on behalf of a Terryberry, whether alone or jointly with
<br />others.
<br />ATTY/AGR.2026.217/Terryberry (Employee Service Awards) (Page 22 of 36)
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