ELECTRONIC COMMERCE USER ACCESS AGREEMENT

By accessing Tyco Electronics Corporation’s Web-Site and/or Database, your organization and you individually (hereinafter “You” or “User”) agree to these terms and conditions in this Electronic Commerce User Access Agreement (“Agreement”), as modified or amended from time to time. If You do not agree to these terms and conditions, You may elect not to access the Database or Web-Site. This Agreement is effective from the day You initially access the Database or Web-Site until such time as You cease to be an authorized supplier, customer or partner of Tyco Electronics. You warrant that You have read and fully understood the terms of this Electronics Commerce User Access Agreement and agree to abide by its terms.

1. Definitions. For purposes of this Agreement, the following definitions shall apply:

(i) Web-Site. The Web-Site means all information, content, concepts, program interfaces, structures, functionality, computer code, published materials, electronic documents, graphic files and other technology inherent in Tyco Electronics World Wide Web-Site located at www.tycoelectronics.com.

(ii) Database(s). The Database means all information accessible from Tyco Electronics through the Web-Site, which may include, but is not limited to, data structures, technical and other specifications, pricing, advice, and other data and information. All data and other information available on the Database(s) is proprietary and confidential and the sole property of Tyco Electronics or third parties licensing such information to Tyco Electronics.

2. Security. In order to gain access to the Web-Site or Database, You will need to complete and submit an Enrollment Application which must be completed and submitted in accordance with instructions that are included or linked to the application. Once we have received your completed enrollment application, and verified the accuracy of its contents, we will send You confirmation of our acceptance of your enrollment, along with your assigned login ID and temporary password (“access codes”).You must have a valid user ID and password to access the Databases or the Web-Site's secure areas. For security purposes it is recommended that You change your password upon your initial login to the system. You determine what password You will use and the identity of your password is not communicated to us. Upon repeated consecutive unsuccessful attempts to use your password, your access to the system may be revoked. To re-establish your authorization to use the system, You must contact us to have your password reset or to obtain a new temporary password. You accept all responsibility for the security of your user ID and password, and utilization of the Databases or Web-Site via the access codes. This includes unauthorized access by your employees or third parties, except for access by third parties resulting from Tyco Electronics' sole negligence. Notify Tyco Electronics immediately if Your employment with Your organization is terminated, You wish to terminate your user ID and password or have these access codes reissued. Do not disclose your access codes to anyone. In the event of theft or loss of a password or User ID, You shall immediately notify Tyco Electronics by telephone and shall concurrently provide written notice of the circumstances surrounding the event.

3. Data Collection. Before assigning a password and identification however, we must collect personal information or data related to your work contact details that may be protected by worldwide data protection laws. Tyco Electronics is committed to compliance with all laws. We have taken the necessary steps to ensure that we meet the obligations required by country-specific legislation and the EU Directive on Personal Data Privacy. By agreeing to the terms of this Agreement, You are providing explicit consent and authorization for Tyco Electronics to collect, process, access, and/or transport your data to a worldwide IT database located in Harrisburg, PA, USA. This database will be managed and maintained by our IT organization for the purpose of administering your access to relevant Tyco Electronics databases. Your data will be accessible to selected Tyco Electronics IT database administrators, security analysts, and internal personnel who must approve granting access to individual registrants. These individuals have access rights based on a relevant business need to know. The only data elements we are interested in are the ones requested on this website which only You can provide.

4. Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean all information which is disclosed or made available to the You by Tyco Electronics, or which is observed by You, in connection with your access to the Web-Site or Database, except that information may not be deemed “Confidential Information” only to the extent that: (a) You can demonstrate by competent written proof that all or any part of the Confidential Information was in your rightful possession at the time of its

receipt by You from Tyco Electronics; or (b) all or any part of the Confidential Information can be demonstrated by competent written proof to be in the public domain through no act or omission of You; or (c) You received all or any part of the Confidential Information from a third party or entity which did not learn it, directly or indirectly, from Tyco Electronics. All drawings, standards, specifications and other data located in the Database and the Web-Site secure areas shall be conclusively presumed to be Confidential Information.

5. Nondisclosure. You: (a) shall treat all Confidential Information as strictly confidential; (b) shall not, without the prior written consent of Tyco Electronics, copy or reproduce any portion of the Confidential Information, nor disclose any portion of the Confidential Information to any person or third party; (c) shall protect the Confidential Information with at least the same degree of care and confidentiality as You afford your own confidential information, at all times exercising at least a reasonable degree of care in such protection; and (d) shall not use any Confidential Information in any manner or for any purpose other than for the production or purchase of goods or performance or purchase of the services for Tyco Electronics, or as otherwise agreed by Tyco Electronics in writing.

6. Proprietary Rights. Notwithstanding the disclosure of any Confidential Information by Tyco Electronics to You, Tyco Electronics shall retain title thereto and all intellectual property rights therein, and You shall not have any rights, by license or otherwise, to use the Confidential Information except as expressly provided herein. Unless expressly permitted, You shall not (1) alter, decompile, disassemble or reverse engineer Confidential Information, (2) rent, license, sublicense, lease or lend Confidential Information, or (3) make any attempt to unlock or bypass any initialization system or encryption techniques utilized in Tyco Electronics. You shall not alter, obscure or obliterate any trademark, trademark notice, copyright notice, confidentiality notice or any notice of any other proprietary right of Tyco Electronics or any third party on the Confidential Information or any copy of the Confidential Information, and shall faithfully reproduce any such mark or notice whenever it is authorized to make a copy of same. Nothing herein should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, service mark or logo without the prior written permission of the owner. Any trademark, service mark or logo of Tyco Electronics may not be used in any way, without prior written permission of Tyco Electronics.

7. Termination and Modification. Tyco Electronics may elect to update, modify, change or terminate all or any part of the Databases or Web-Site at any time at its own discretion. Additionally, Tyco Electronics may modify this Agreement from time to time. Any amendments or modifications may be provided to You through on-line notice. You agree that use of, or access to the Databases or Web-Site after You have, or should have received, notice of modifications or amendments to this Agreement will constitute acceptance of all such modifications or amendments. You agree on termination of this Agreement to immediately cease accessing the Databases. The Databases, and the Web-Site's secure areas are confidential information of Tyco Electronics or companies licensing Tyco Electronics and contains copyrighted, proprietary and/or confidential information.

8. License. Access to the Web-Site and/or the Databases is not sold, but licensed to You for your internal use in your ordinary course of business for your review, selection, order preparation, and support of products sold by You to Tyco Electronics or purchased by You from Tyco Electronics. This license is for the period beginning with your acceptance of this Agreement until termination by You for failure to maintain authorized access status; is non-transferable and non-exclusive; and is for use only by You and only in accordance with this Agreement and any documentation provided to You or available on-line from time to time. You may NOT, except as otherwise provided in the documentation or on-line (a) copy any of the Web-Site or Databases; (b) distribute, rent, sublicense or otherwise transfer or disclose, or transmit the Web-Site or Databases electronically to any person or entity; (c) modify, translate, merge, or prepare derivative works of the Web-Site or Databases; or (d) use any of the Web-Site or Databases for other purposes not specified in this Agreement or the documentation. You may not decompile, disassemble, probe, or otherwise reverse engineer the Databases or the Web-Site.

9. Equipment. You or your company, at your own expense, shall obtain, maintain, and operate suitable equipment, communication devices, and services required to access the Web-Site and Databases. You must have, at a minimum, access to Internet service and an email address. You can access the system seven days a week, twenty-four hours a day, although some or all system services may not be available

occasionally due to emergency or scheduled system maintenance. We will use reasonable efforts to post notice of any extended periods of non-availability to the Web-Site or Database.

10. Disclaimer of Warranty: Limitation of Remedies. Tyco Electronics is licensing the Databases and Web-Site “AS IS” and “AS AVAILABLE.” You acknowledge that the Web-Site and/or Databases are licensed for use by You as a convenience for You in communicating with Tyco Electronics. You assume total responsibility and risk for your use of the Databases and Web-Site and your use of the Internet. TYCO ELECTRONICS HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, STATUTORY OR OTHERWISE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH THE SOFTWARE, WEB-SITE OR INFORMATIONAL DATABASES. IN NO EVENT SHALL TYCO ELECTRONICS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS INFORMATION

11. Remedies. You agree that the Web-Site and/or Database give You significant benefit for no economic consideration. Your sole and exclusive remedy for any breach of this Electronic Commerce User Access Agreement by Tyco Electronics shall be to terminate the Agreement.

12. Controlling Law. This Agreement and your use of the Databases and Web-Site are governed by Pennsylvania law and applicable federal laws of the United States. The venue for any disputes arising out of this Agreement shall be, at Tyco Electronics' sole and exclusive option, the courts with proper jurisdiction at Tyco Electronics' corporate headquarters, or the courts with proper jurisdiction at your location. You specifically disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods and it shall not be construed as applying to any conduct or transaction performed as a result of entering into this Agreement or accessing information through the Web-Site or Database.

13. Prohibited Uses. You agree that You shall not use the Databases or Web-Site to do any of the following: (i) restrict or inhibit any other user from using and enjoying the Internet, Web-Site or Databases; (ii) post or transmit any unlawful, illegal, obscene or pornographic information of any kind, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, including, without limitation, the U.S. Export Control laws and regulations; (iii) knowingly post or transmit any information, software, or malware which contains a virus, worm, Trojan horse or other harmful component; (iv) upload, post, publish, transmit, reproduce, distribute or participate in the transfer or sale, or in any way exploit any information, software or other material obtained through the Web-Site or Databases which is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder.

14. Indemnity. You agree to defend, indemnify and hold Tyco Electronics and its affiliates, and its and their directors, employees and agents harmless from any and all liabilities, costs and expenses, including reasonable attorneys' fees related to or arising from (a) the use of the Databases or Web-Site or the placement or transmission of any message, information, software or other material on the Web-Site by You; (b) negligent acts or omissions by You in connection with the installations, use or maintenance of the Databases or Web-Site; (c) claims for infringement of patents arising from the use of the Databases or Web-Site by You, and (d) claims of copyright infringement resulting from the use of the Databases or Web-Site by You.

15. Export. The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. User agrees to abide by these laws and their regulations - including but not limited to the Export Administration Act and the Arms Export Control Act and not to transfer, by electronic transmission or otherwise, any Content derived from Tyco Electronics to either a foreign national or a foreign destination in violation of such laws. You agree to defend and indemnify Tyco

Electronics for any and all penalties, fines or sanctions that may be imposed by any government agency that are attributable to your violation of applicable laws or statutes.

16. Monitoring. Tyco Electronics may elect to electronically monitor your use and access and may disclose its findings or records of such use (i) to satisfy any law, regulation or government request, or (ii) to protect the rights or property of Tyco Electronics, its Users, Sponsors, Providers, Licensors or Merchants.

17. Termination of Usage. Tyco Electronics may terminate User access, or suspend any User's access to all or part of Web-Site or Databases without notice, for any reason, including, but not limited to, for its convenience or for any conduct that Tyco Electronics, in its sole discretion, believes is in violation of any applicable law or is harmful to the interests of another User, Licensor to Tyco Electronics or Tyco Electronics. Upon termination for whatever reason, your right to use or possess any information obtained from the Web-Site or Database will immediately terminate and You will promptly destroy all copies, electronic or otherwise, that You have in your possession by operation of this Agreement.

18. Access Only. The terms of this Electronic Commerce User Access Agreement are applicable only to your electronic access and associated use of Tyco Electronics Web-Site and/or Database(s). All purchases, sales or other transactions between You and Tyco Electronics, including those which You may enter into via electronic methods, are governed by and subject to their respective terms and conditions and not by the provisions of this Agreement.

19. Notices. Any legal notice or report required or permitted to be given or made under this Agreement by one party to the other shall be in writing and delivered to the other party at its corporate home address or to such other address as the addresee shall have last furnished in writing to the addressor. Any such notice or report shall be effective upon receipt by the addressee. All other communication required by the Web-Site as part of the administration of passwords, access or other matters related to accessibility should be made as provided and directed through the Web-Site.

20. Miscellaneous. Users may not use Tyco Electronics to send unsolicited advertising, promotional material or other forms of solicitation to other Users except in those specified areas that are designated for such a purpose. It is a crime to use a false name or a known invalid credit card to order. Anyone caught willfully entering an erroneous or fictitious order will be prosecuted. Each electronic entry carries the computer coding of the internet provider through which the individual User can be traced.

21. Survival of Obligations. The obligations concerning protection of confidential information and use of information shall survive termination of this Agreement.

22. Waiver and Severability. Failure by either party to enforce any of the provisions of this Agreement will not be construed as a waiver of such provisions. If any of the provisions of this Agreement are held unlawful or otherwise ineffective by a court of competent jurisdiction, the remainder of the Agreement will remain in full force.

23. Remedies. In the event of your violation of this Agreement, Tyco Electronics shall be entitled, in addition to any other rights or remedies which it may have at law or in equity, to seek specific performance or injunctive relief.

24. Entire Agreement. This Electronic Commerce User Access Agreement contains the entire agreement between the parties with respect to accessing the Web-Site and/or Database.

Do You agree to the terms of this Agreement?

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