STANLEY BLACK & DECKER TERMS AND CONDITIONS

I. Scope of Agreement. The Seller shall furnish all Products/Services listed on Stanley Black & Decker (“Buyer”)

purchase orders. All costs to Buyer are identified on the purchase order. Seller shall also provide technical support as

required to ensure quality and consistency of service, cost effectiveness, quality and reliability.

II. Quantities and Delivery. Delivery of Products/Services and any related output or reports shall be in accordance with

the terms set forth in Buyer’s purchase orders unless otherwise agreed to by Buyer. If not specified, all shipments are

FOB Destination and shall be made with Buyer designated carriers, and shall include all necessary documentation

including, but not limited to, any documentation specified on Buyer’s purchase orders. “Destination” as used herein

shall mean Buyer’s landing dock unless otherwise specified by Buyer in writing. Title and Risk of Loss to and with

respect to the Products will pass from Seller to Buyer upon satisfactory delivery at Destination. All Orders shall be in the

English language and shall include the following information: (a) quantity of each Product; (b) designated delivery

location and manner of shipment; (c) delivery date; (d) purchase price of the Products ordered; and (e) any other special

information required by Buyer or dictated by the circumstances of such Order. Seller and Buyer acknowledge and

agree that time shall be of the essence.

In the event Seller fails to meet its delivery obligations hereunder, and in addition to any and all remedies that may be

available to it, Buyer specifically reserves the right to charge and collect from Seller late and/or missed delivery fines,

including but not limited to the amount of such fines levied against Buyer by its customers as a result of any such

failure, and Seller agrees, if requested by Buyer, to deliver the unfulfilled shipment quantity of the affected order via

airfreight at Seller’s cost.. Buyer further reserves the right to cancel any unfulfilled balances at its sole discretion.

Seller understands that, in order for Buyer to meet its time sensitive commitments to its customers, it is essential that

Seller deliver Products/Services of the quality and quantity required by Buyer within the time specified by Buyer on its

Orders. No variation in quantity will be accepted as compliant. Buyer reserves the right to return excess shipments of

Products at Seller’s expense. Seller further acknowledges and agrees that, in addition to any other rights the Buyer may

have hereunder or at law or in equity, Seller shall be fully responsible for and shall promptly reimburse Buyer for any

fines, penalties, etc. incurred by Buyer and attributable in Buyer’s discretion, to Seller’s failure to comply with the

provisions of this paragraph.

III. Invoice and Payment. The purchase price for each Product/Service delivered and accepted shall be invoiced and paid

on a per facility basis. Terms are Net One Hundred and Five (105) days from date of receipt of invoice. Payment shall

be in lawful money of the United States of America and shall be by electronic payment methods. The purchase price

shall include any and all origin charges to “On Board”, export taxes and duties, and the cost of insurance and all other

similar costs. Seller agrees, where not prohibited by law, to submit all invoices to Buyer electronically and

acknowledges that Buyer may assess fees for all invoices that are submitted through any alternative method, including

mail or facsimile. Buyer may, at any time, require the Seller to utilize Buyer’s electronic invoicing system. Seller agrees

to comply with all requirements of such system including, but not limited to, format, content and method of submission

of invoices. Seller shall be responsible for all customary and reasonable costs of utilizing the system, provided such

costs are consistent with industry standards, and shall not pass those costs on to Buyer. Seller warrants that the prices for

the Products/Services sold to Buyer are not less favorable than those currently extended to any other customer for

similar goods in similar quantities and services in similar transactions.

IV. Benchmarking. In the event Buyer is able to obtain a similar Product from a third party seller at prices at least five

percent (5%) less that the price currently offered by the Seller, Seller shall have thirty (30) days to offer the lesser price

to Buyer.

V. License to Manufacture. The parties acknowledge the ownership of Seller’s intellectual property in the Product. If,

however, Seller is unable to meet its obligations, or is unable to remain competitive in the market and meet any bona

fide offer froma third party of a lesser price to manufacture received by Buyer , Buyer shall have the option of

purchasing the Products from the third party seller, and Seller grants a world-wide non-exclusive license to Seller’s

intellectual property to make, use, sell, offer for sale and import the Products.

VI. Changes. Buyer shall have the right to change drawings, specifications and instructions for work, methods of

shipments and packaging, schedules or place of delivery or inspection as to any Products/Services and Seller agrees to

comply with such change notices. Such change notices will be in writing and signed by a duly authorized

representative of Buyer. If such changes result in a decrease or increase in Seller's cost or in the time of performance,

an adjustment in the price and time for performance will be made as mutually agreed upon in writing. Unless Seller

presents to Buyer an itemized statement of claim against Buyer within twenty (20) days after the receipt of notice of

such change, Seller shall be conclusively deemed to have waived all claims against Buyer with respect thereto.

VII. Configuration Control. Seller shall not make any of the following changes without the express written approval of

the Buyer: (i) any change in design, manufacturing or assembly processes which would affect form, fit, function or

performance of the Products/Services purchased hereunder, (ii) any changes in suppliers of components and material

deviations from specifications and approval samples, and (iii) any changes in sources of materials and components or

the manufacturing location which will adversely affect duty-free status of the Product, or make incorrect any

certificate previously provided by Seller, when applicable, under the “Generalized System of Preferences - GSP” as

defined in the tariff laws of the United States or Europe, whichever is applicable, or other applicable laws. Products

containing unapproved changes will be considered defective and a breach of the agreement between the parties.

Further, any materials used in the Products/Services shall conform to the applicable specifications and requirements

set forth in the product documentation and Seller is responsible for obtaining all necessary regulatory listings,

and meeting all compliance requirements, when required. Alternative materials or parts shall not be used without first

obtaining Buyer’s written approval of the proposed change.

No changes will be made in the Product, inner carton, or outer carton without prior written approval which has been

delegated to Buyer’s Engineering Group.

If any Product purchased hereunder requires a UL listing or other international regulatory approval, then this

agreement is contingent upon UL listing and/or other international regulatory approvals of the Product. Buyer will

submit the product for UL and/or other international regulatory approval. Seller will affix the UL / International

Regulatory marks and numbers on all such Products after the Products have been approved by the authorized

regulatory bodies. Any future changes required by UL / International Regulatory agencies for continued listing will

be made by Seller after approval by Buyer of the change, timing and any related expense.

VIII. Quality and Inspection. Payment for the Products/Services delivered hereunder shall not constitute acceptance

thereof. Buyer reserves the right to inspect such Products/Services within a reasonable time after delivery, but such

inspection does not relieve Seller of its obligations. Buyer shall have the right in its sole discretion to reject any and

all Products/Services that are in its sole judgment defective or nonconforming. Products/Services rejected as well as

Products/Services supplied early, late, in incorrect quantities or that are incorrectly labeled may be returned to Seller

at its expense and, in addition to Buyer's other rights, Buyer may charge Seller all expenses of unpacking, examining,

repacking, and reshipping such Products/Services. If Buyer receives Products/Services whose defects or

nonconformities are not apparent on examination, Buyer reserves the right to require replacement of such

Products/Services, as well as payment of damages.

IX. Warranty. SELLER EXPRESSLY WARRANTS TO BUYER THAT ALL PRODUCTS/SERVICES SHALL

CONFORM TO THE QUALITY PLAN PROVIDED BY BUYER, (IF ANY), THE SPECIFICATIONS,

DRAWINGS, DESIGNS, SAMPLES OR OTHER DESCRIPTION UPON WHICH ANY ORDER IS BASED,

SHALL BE FIT AND SUFFICIENT FOR THE PURPOSE INTENDED, MERCHANTABLE, OF GOOD

MATERIAL AND WORKMANSHIP AND SHALL BE FREE OF ANY CLAIM OF ANY THIRD PARTY.

SELLER WARRANTS THAT ALL SUCH GOODS OR SERVICES SHALL CONFORM TO ANY STATEMENTS

MADE ON THE CONTAINERS OR LABELS OR ADVERTISEMENTS FOR SUCH PRODUCTS/SERVICES,

AND THAT ANY PRODUCTS WILL BE ADEQUATELY CONTAINED, PACKAGED, MARKED AND

LABELED. INSPECTION, TEST, ACCEPTANCE OR USE OF THE PRODUCTS/SERVICES FURNISHED

HEREUNDER SHALL NOT AFFECT SELLER’S OBLIGATION UNDER THIS WARRANTY AND THIS

WARRANTY SHALL SURVIVE INSPECTION, TEST ACCEPTANCE AND USE OF SUCH

PRODUCTS/SERVICES. THIS WARRANTY SHALL RUN TO BUYER, ITS SUCCESSORS, ASSIGNS AND

CUSTOMERS AND USERS OF ITS PRODUCTS. BUYER’S APPROVAL OF ANY SAMPLE OR ACCEPTANCE

OF ANY PRODUCT/SERVICE SHALL NOT RELIEVE SELLER FROM RESPONSIBILITY TO DELIVER OR

PERFORM, AS THE CASE MAY BE, PRODUCTS/ SERVICES CONFORMING TO SPECIFICATIONS,

DRAWINGS, DESIGNS, SAMPLES OR OTHER DESCRIPTIONS UPON WHICH ANY ORDER IS BASED.

SELLER WARRANTS AND AGREES THAT, WITH RESPECT TO THE DESIGN OF THE

PRODUCTS/SERVICES WHICH IS OWNED BY SELLER OR FOR WHICH SELLER HAS DESIGN

RESPONSIBILITY, ALL PRODUCTS/SERVICES AND SPECIFICATIONS FURNISHED BY IT HEREUNDER

AND THE USE THEREOF DO NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, TRADE

SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY ANYWHERE IN THE

WORLD, EXCEPT FOR THE COUNTRIES NOTED ON ATTACHMENT IV.

BUYER SPECIFICALLY DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND/OR

WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS/SERVICES OR

SPECIFICATION PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT

OF INTELLECTUAL PROPERTY OR ANY OTHER WARRANTY RESPECTING THE CONDITION,

CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR EXISTENCE OF ANY LATENT OR

PATENT DEFECTS.

X. Assignment/Subcontracting. Neither Buyer’s orders nor any interest therein may be assigned or subcontracted by

Seller without the prior written consent of Buyer.

XI. Compliance with Laws. Seller represents and warrants to Buyer that it is in compliance with all relevant laws and

regulations and that the Products/Services to be provided hereunder will be manufactured and provided in compliance

with all relevant laws and regulations, including without limitation, all laws and regulations relating to protection of

the environment, public and employee health and safety, employee hiring and equal opportunity and applicable

licensure, permitting, etc. as may be required. Seller agrees to take all steps and abide by all directives provided by

Buyer with respect to its business conduct and in order to comply with applicable laws, rules, regulations, etc.

including, but not limited to Executive Order 11246 (and its implementing regulations at 41 C.F.R. part 60), the

Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended (and its implementing regulations at 41

C.F.R. 60-300), Section 503 of the Rehabilitation Act of 1973, at amended (and its implementing regulations at 41

C.F.R. 60-741), and Executive Order 13496 (and its implementing regulations at 29 C.F.R. part 471, Appendix A to

Subpart A). Seller agrees to take all steps necessary to maintain product facility and process security and compliance

in accordance with the directives of Buyer or applicable governmental agency, including, but not limited to security

procedures and processes recommended by the U.S. Customs Service from time to time. In this light, The U. S.

Customs Service developed the Customs – Trade Partnership Against Terrorism (C-TPAT) to protect the security of

cargo entering the United States without interfering with the flow of trade. Through C-TPAT, Customs asks

businesses to ensure the integrity of their security practices, and to communicate certain security guidelines to their

employees and vendors throughout the supply chain. Seller agrees to review and follow the C-TPAT security

recommendations when shipping to Stanley Black & Decker, Inc. or its receiving agents in the United States. The

security recommendations, and additional information on C-TPAT, may be found on

http://www.customs.ustreas.gov/xp/cgov/trade/cargo_security/ctpat/.

XII. Conflict Minerals. Seller acknowledges that Buyer is, and certain of Buyer’s customers may be, subject to the annual

disclosure obligations set forth in Section 1502 of the United States Dodd Frank Act (the “Act”) relating to Conflict

Minerals. Seller shall promptly provide Buyer with such information and access as Buyer may from time to time

request to allow Buyer and Buyer’s customers to comply with the requirements set forth in the Act. Seller

acknowledges and agrees that Buyer shall have the right to audit Seller and Seller’s supply chain to confirm the

accuracy of the information provided at Buyer’s expense.

In addition to any other rights Buyer may have, Buyer shall have the right to cancel any open purchase orders

hereunder, with no further obligation to Seller, in the event Seller (i) fails to provide information requested in a timely

manner; (ii) provides inaccurate information, or (iii) supplies Products to Buyer that contain Conflict Minerals (as

defined in the Act) that come from Covered Countries (as defined in the Act).

XIII. Termination and Cancellation. (a) Buyer by thirty (30) days’ advanced written notice to Seller may terminate any

purchase order for the sole convenience of Buyer with respect to any or all portion of the Products/Services not

delivered at the time notice of such termination is given to Seller.

(b) Without limiting the foregoing, Buyer may terminate this any purchase order immediately if Seller becomes

insolvent, fails to pay its bills as due or makes an assignment for the benefit of its creditors. Buyer may also terminate

any purchase order immediately if Seller fails to perform any of its obligations under them or any other agreement

between any of its affiliates and Stanley Black & Decker, Inc. or any of its affiliates.

(c) Effect of Termination.

i. Payments. Neither the expiration nor termination of purchase orders shall relieve either party of its

obligation to make any and all payments due, nor shall it relieve either party of obligations incurred prior to

termination, which by their nature or term survive termination.

ii. Fulfillment of Orders upon Termination. Upon termination, other than for failure of Buyer to make

payments, unless otherwise directed by Buyer in writing, Seller shall continue to fulfill all orders for Products

accepted by Seller prior to the date of termination; provided that all orders shall provide for delivery to occur not later

than ninety (90) days following termination.

XIV. Inconsistent Terms. These terms shall govern over terms on Seller’s quotation. Any terms and conditions contained

in Seller’s quotation or in any acceptance or other documentation sent to Buyer by Seller, shall not apply.

XV. Indemnity. Seller agrees to protect, defend, hold harmless and indemnify Buyer, its officers, directors, employees,

agents and customers from and against any and all claims, actions, liabilities, losses, costs, damages and expenses

arising out of or related to (a) any actual, alleged, contributory or active inducement infringement of any patent,

trademark, copyright or other intellectual property right by any Products/Services sold to Buyer hereunder except to

the extent solely and directly attributable to materials, designs or specifications provided by Buyer, or (b) any actual

or alleged death of or injury to any person, damage to any property, or any other damage or loss, by whomsoever

suffered, resulting or claimed to result in whole or in part from any actual or alleged defect in such Products/Services,

whether latent or patent, including without limitation actual or alleged improper construction or design of such

Products/Services except to the extent solely and directly attributable to materials, designs or specifications provided

by Buyer, (c) the failure of such Products/Services to comply with specifications or with any express or implied

warranties of Seller, (d) any breach of these terms or any actual or alleged violation in connection with such

Products/Services or the manufacture, possession, use or sale thereof, of any law, statute or ordinance or any

governmental administrative order, rule or regulation, or (e) Seller's installation, service, maintenance or updates of

Products/Services.

In the event that Buyer becomes subject to any investigation or report to a governmental agency or voluntary standards

organization relating to compliance with safety regulations or product safety, or becomes subject to any corrective action

plan, consent agreement or order requiring corrective action (including without limitation notice, recall, retrofit, repair,

replacement or the refund of purchase price of said products or services, whether at the wholesale, retail or consumer

distribution level), whether such corrective action plan, consent agreement or order is voluntary or is a mandate of any

governmental agency or voluntary standards organization, or becomes subject to Buyer’s own investigation relating to

compliance with safety regulations or product safety, as the result of, arising from or in any way related to the goods,

materials, products or services provided, shipped, furnished or delivered or services performed by Seller to, for, or on

behalf of Buyer, Seller agrees to defend, protect, indemnify and hold harmless Buyer from any and all expenses and

liabilities (including without limitation attorneys' fees and expenses, administrative costs and expenses, costs of

investigation, notice, corrective action, recall, repair, replacement or the refund of the purchase price) which may be

incurred in connection with any such investigation, corrective action plan, consent agreement or order requiring

corrective action, or in assuring compliance or aiding or assisting compliance with such mandates.

The obligations of Seller under this Section shall survive cancellation or termination of each Order.

XVI. Status of Parties; Insurance. All services rendered by Seller hereunder shall be by Seller as an independent

contractor, and nothing herein shall create a joint venture, partnership, or an employer-employee relationship between

Buyer and Seller. Seller shall obtain and maintain, at its expense, all necessary insurance coverages, including

without limitation, public liability, auto and workers’ compensation insurance as set forth on Schedule A attached

hereto. Seller shall also obtain and maintain, at its expense, a policy or policies of products liability insurance, with

vendor’s endorsement naming Buyer in amounts set forth on Schedule A. All such policies shall provide that the

coverage thereunder shall not be terminated without at least thirty (30) days’ prior written notice to Buyer.

XVII. Buyer’s Property. The tooling described on the order shall be obtained by Seller on behalf of Buyer, shall be owned

at all times by Buyer, and shall be paid for by Buyer as set forth in the order. The tooling, jigs, and fixtures described

in Buyer’s documents, and all sketches, engineering drawings, specifications and other documents, etc. relating

thereto, shall hereinafter be referred to as the “Buyer’s Property”, and all replacements thereof and materials fixed or

attached thereto, shall be and remain the property of Buyer. All Buyer's Property and, whenever applicable, each

individual item thereof, will be plainly marked and otherwise adequately identified by Seller as property of Buyer,

will, at Seller's expense, be safely stored (separate and apart from Seller's property wherever practicable), and will be

kept free of all liens, claims, encumbrances and interests of third parties. Seller will maintain all of the Buyer’s

Property in good condition at Seller’s expense and if any of Buyer’s Property is damaged Seller shall so notify Buyer

and shall, at Seller’s expense, repair or replace the same immediately. All of Buyer's Property, while in Seller's

custody or control, will be held at Seller's risk and will be kept insured by Seller at Seller's expense in an amount

equal to the replacement cost, with Buyer as the named loss payee. All of Buyer’s Property shall be held and used by

Seller for the exclusive benefit of Buyer and for no other purpose. Seller shall not duplicate, modify, scrap or destroy

any of Buyer’s Property without the prior written consent of Buyer. Buyer shall have the right, at all reasonable times,

upon prior request, to enter Seller's premises to inspect any and all of Buyer's Property and any property or goods

manufactured, developed or created with the aid of Buyer's Property. Buyer may at any time require Seller, at Seller's

expense, to prepare all of Buyer's Property for shipment and deliver such property to Buyer in the same condition as

originally received by Seller (reasonable wear and tear excepted). In the event Seller fails to deliver Buyer’s Property

as required by Buyer, Buyer shall have the right to retrieve such property from Seller at Seller’s expense.

Within seven (7) days after the end of each calendar quarter, Seller shall deliver to Buyer at Buyer’s request, a report,

in the form specified by Buyer, detailing the physical condition and replacement plans for all primary and backup

tooling which is part of Buyer’s Property. Such report shall, at a minimum, set forth for each item (i) the original

estimated useful life of the tool; (ii) usage during the calendar quarter in the form of “shots,” “cycles” or other

appropriate measure requested by Buyer; (iii) the current estimated useful life of the tool (i.e. time, shots, cycles

remaining); (iv) maintenance or repair performed during the calendar quarter; (iv) maintenance or repair scheduled for

the coming calendar quarter; and (vi) when Seller expects to replace the item. The costs of tool maintenance, repair

and replacement shall be borne entirely by Seller.

XVIII. Complete Agreement. This order, any attachments, exhibits or schedules hereto, and any items incorporated herein or

therein by reference, contain the entire agreement between Buyer and Seller, and no other agreement or understanding

purporting to add to or modify the terms and conditions hereof shall be binding upon Buyer unless agreed to by Buyer

in writing. Seller acknowledges and agrees that certain of Buyer’s customers may require Buyer to include specific

language relating to matters such as confidentiality, export controls, labor practices, and use of specified materials in

Buyer’s contracts with its suppliers for goods and services provided to that customer. In the event a customer of

Buyer requires Buyer to include such provisions in agreements relating to the goods or services provided to Buyer by

Seller hereunder, Buyer will so notify Seller in writing and such terms will be deemed added to this agreement as of

the date of such notice unless Seller provides notice to Buyer, within five (5) business days, that Seller is unable to

comply with such additional terms. The unenforceability in whole or in part of any term or condition herein shall not

affect the enforceability of any other section.

XIX. Applicable Law. All orders shall be governed by the laws of the State of Connecticut, United States of America,

without regard to application of conflicts of laws principles that would require the application of any other law.

XX. Remedies. Buyer's remedies shall be cumulative and remedies specified herein do not exclude any remedies allowed

by law. Waiver of any breach shall not constitute waiver of any other breach of the same or other provision.

Acceptance of any items or payment therefor shall not waive any breach. Buyer may set off any amount due from

Seller to Buyer or any subsidiary of Buyer, whether or not under a specific purchase order, against any amount due

Seller hereunder.

XXI. Arbitration. If any dispute occurs between the parties arising out of or relating to a purchase order or the respective

rights and responsibilities hereunder, the matter is to be settled and determined by arbitration. The arbitration shall be

administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. The decision

and award of the arbitrator shall be final and binding and the award so rendered may be entered in any court having

jurisdiction thereof. The arbitration shall be held and the award shall be deemed to be made in the city of Hartford,

Connecticut, United States of America.

XXII. Confidential Information. All information or data furnished by Buyer to Seller are the exclusive property of

Buyer. Such information and data are furnished solely for the purpose of Seller’s performance and on the

express condition that such information and data shall not be disclosed to others nor used for any purpose other

than in accordance with purchase orders without the prior written consent of Buyer. All such information and

data are to be returned to Buyer promptly upon written request from Buyer to Seller. In addition, Seller shall

not, without Buyer’s prior written consent, disclose to third parties information regarding the pricing, payments

or other financial arrangements between Buyer and Seller, except to the extent such disclosures are required to

be made under applicable law or are made in a court of law or arbitration proceeding involving Buyer and Seller.

The obligations under this Section XXII shall survive the cancellation, termination or completion of purchase

orders.

XXIII. Intellectual Property. Seller shall, in a manner acceptable to Buyer, mark each of the Products with the trademarks or

trade names identified in Attachment I (the “Brands”). Buyer grants to Seller, during the term of their engagement, a

limited, non-exclusive, fully paid-up license to use the Brands solely in connection with Products to be sold to Buyer

under this Agreement. Seller shall not use the Brands for any other purpose. Such license shall terminate

immediately upon the expiration or earlier termination of the engagement. The Brands shall, at all times, remain the

exclusive property of Buyer or its customers, as applicable, and Seller shall acquire no property interest or ownership

in the Brands.

(a) Seller agrees to honor Buyer’s patent, trademark, copyright, and trade secret rights throughout the world. All

Buyer trademarks and all items bearing Buyer’s trademarks will at all times remain in Buyer’s ownership and control.

(b) Upon termination of this contract for any reason, Seller shall immediately cease and desist from all

use of Buyer trademarks (including logo) and shall deliver to Buyer all artwork and other material on which the

trademarks appear, and shall at no time thereafter adopt or use any word, logo or mark which is the same as or similar

to the Buyer trademark, or colorable imitation, or any translation or transliteration thereof in any language.

(c) Seller shall enforce its intellectual property against any third party selling a product similar to the

Product. Buyer shall provide written notice if Buyer becomes aware of any such infringing products. Seller shall

institute an action against the infringing third party or obtain discontinuance of the sale of such infringing products

within ninety (90) days of receipt of such notice. If Seller fails to institute an action against the infringing third party

or obtain discontinuance of the sale of such infringing products within the ninety-day period, Buyer shall have the sole

discretion and power to institute, prosecute and/or settle at its own expense suits for infringement of any intellectual

property owned by Seller, and if required by law, Seller will join as party plaintiffs in such suits. All expenses in such

suits, except for Seller’s separate legal expenses, will be borne entirely by Buyer; however, Buyer shall be entitled to a

credit against purchases made hereunder in the amount of such expenses. Buyer shall keep 100% of any excess

recoveries over expenses in such suits.

(d) Unless otherwise expressly set forth herein, nothing herein shall be construed as granting to Seller

any license under any of Buyer’s patent, copyright, trademark or trade secret rights.

(e) “Improvements” means any invention, technical information, data, computer software and all

documentation thereof including without limitation, source code, data base, improvement, design, copyrightable work,

trademark or know-how that (1) is conceived, reduced to practice, authored, or developed by Buyer and/or Seller

solely or jointly with each other or with a third party or with Buyer, during the term of the engagement; (2) results

from work done pursuant to the engagement; and (3) relates to a product (including but not limited to a Product), that

is developed especially for Buyer by Contractor, alone or together with Buyer of whatever nature, including, without

limitation, product enhancements, software developments and manufacturing process improvements which are

developed in pursuance of the engagement, whether or not protectable by patent, trademark or copyright, or as a trade

secret but does not include any intellectual property right that is owned or controlled by Seller as of the Effective Date

and that covers any invention, technical information, data, computer program, improvement, design, copyrightable

work or know-how that has been conceived, reduced to practice, authored, or developed by Seller in whole or in part

solely or jointly with others prior to the Effective Date and not in contemplation of the engagement.

The Seller shall promptly disclose to Buyer all Improvements made in contemplation, or in pursuance, of the

engagement. All right, title and interest in any such Improvement made in pursuance of the engagement solely by the

Seller, or jointly with a third party or with Buyer, shall be the property of Buyer, and Seller agrees to assign, and does

hereby assign, to Buyer, all of Seller’s right, title and interest in and to such Improvements, and all copyright, patent,

trade secret, and trademark rights therein. Buyer reserves the first option to itself determine whether any patent, utility

model, registered design, design right, copyright or the like protection shall be sought in respect of any Improvement.

Buyer may apply for any patent, utility model, registered design, design right, copyright or the like protection,

including, without limitation, divisional, continuation or continuation-in-part patent applications, in respect of any

Improvement in any country of the world, including the right to file any applications which claim priority therefrom,

and including the right to claim priority for any such application. The Seller undertakes to do all things reasonably

necessary at Buyer’s expense to enable Buyer to seek and obtain patent, utility model, registered design, design right,

copyright or the like protection for any Improvement including without limitation, executing any necessary

assignments and executing all necessary documents to procure the grant of such patent, utility model, registered

design, design right, copyright or the like protection which shall be in the name of Buyer as sole owner, but naming as

an inventor any officer or employee of the Seller responsible wholly or in part for the Improvement which is obtained

therein.

(f) Seller agrees to grant and does hereby grant to Buyer a paid-up, worldwide, irrevocable, non-

exclusive license under any intellectual property owned or under control of Seller necessary for Buyer to make, have

made by a third party, use, sell, offer for sale, export and/or import any products incorporating at least one of the

Improvements.

(g) Buyer shall grant to the Seller a non-exclusive license to an Improvement insofar as this is required

to enable the Seller to manufacture and supply the Products to Buyer in pursuance of the engagement, and for no other

purpose. Under no circumstances whatsoever shall the Seller permit any third party to exploit any Improvement

owned by Buyer unless expressly authorized to do so by Buyer. Upon cancellation or termination of this Agreement

the license granted by this section shall terminate with immediate effect and, the Seller shall not exploit any

Improvement owned by Buyer.

XXIV. Compliance with Standards. Attached hereto as Schedule B are Stanley’s Standards for Suppliers (“Standards”),

which apply to suppliers to Stanley Black & Decker, Inc. or any of its affiliates (collectively “Stanley”). Seller hereby

agrees to comply with such standards, to provide certification of compliance to Buyer upon request, to permit Buyer

to investigate and audit Seller’s facilities to confirm compliance, and otherwise to cooperate with Buyer’s and

Stanley’s efforts to ensure compliance with the Standards. Seller understands and agrees that any failure to comply

with such Standards shall be considered a breach of these terms and gives rise to all rights and remedies available to

Buyer as a result of a breach.

XXV. Severability. In the event that one or more of these provisions are found to be unenforceable, illegal, or contrary to

public policy by any arbitrator or court of competent jurisdiction, the remainder of these terms shall remain in full

force and effect except for the unenforceable, illegal, or contrary to public policy provisions.

XXVI. Authority. Seller’s representative signing below verifies that they have read these terms, understand its contents, and

have full authority to bind and hereby bind Seller.

XXVII. Bar coding and Packaging Requirements. Seller is required to ensure that all Products have a unique, scannable

barcode according to the Uniform Code Council’s specifications affixed to the package for product identification at

the sales register. Seller accepts only UPC Version A, UPC Version E, EAN 8 and EAN 13 barcode symbologies at

point of sale. All standard shipping containers (master cartons, bundles, pallets, inner packs, etc.) containing fixed

multiples of the same item must have an Interleaved 2 of 5 (SSC-14) Shipping Container Code placed by Seller on the

packaging according to the Uniform Commercial Council’s specifications. Buyer uses this barcode symbology at the

point of receipt. All cartons must be packed on the pallet with the barcode (I 2 of 5 or UPC) facing outward. Buyer

receiving personnel must be able to scan the barcode without breaking down the cartons on the pallet. All barcodes

must have human readable characters that include a number system character and a check digit.

Schedule A

Stanley Black & Decker, Inc.

INSURANCE REQUIREMENTS FOR VENDORS, CONTRACTORS, CONSULTANTS, SUPPLIERS

AND LICENSEES

EFFECTIVE January 1, 2017

Corporate guidelines mandate that the following coverages, policy limits, terms and conditions must be evidenced

by vendors, contractors, consultants, suppliers, licensees and other third parties contracting with Stanley Black &

Decker, Inc., and subsidiaries (SBD). The certificate holder address should be the SBD business contracting

with the vendor, and a copy of the certificate of insurance submitted to SBD must be maintained with the

signed contract file.

Commercial General Liability including Products Liability:

• Per Occurrence (Claims made policies are not acceptable)

$2 Million Each Occurrence

$2 Million General Aggregate

$2 Million Products-Completed Operations Aggregate

o Independent Contractors

Umbrella/Excess Liability:

• $5 Million Each Occurrence

o Coverage under the Umbrella policy at least as broad as underlying policies

Business Auto Liability Insurance:

• $ 1 Million Each Accident – Combined Single Limit (Bodily Injury and Property Damage)

Workers’ Compensation and Employer’s Liability:

• Workers’ Compensation

o Evidence Statutory Requirements

o Include "alternate employer" endorsement for vendors permanently on site

• Employer’s Liability

o $1 Million Bodily Injury per Accident - Each Accident

o $1 Million Bodily Injury per Disease - Each Employee

o $1 Million Bodily Injury by Disease - Policy Limit

Professional Liability:

• Applicable to vendors providing professional or design services. For example: architect, electrical,

mechanical, plumbing, fire/sprinkler, attorney, CPA.

o $2 Million per claim/aggregate

Cyber Liability- Privacy and Network Security Coverage:

• Applicable to vendors who store Personally Identifiable Information (PII) of Stanley Black & Decker, Inc.,

and subsidiaries employees, customers, or consumers. Also applies to vendors who store other

confidential/proprietary business information of Black & Decker, Inc., and subsidiaries.

o Coverage for Network Security Breaches, including but not limited to transmission of malicious

code and denial of access attacks.

o Coverage should not exclude coverage for non-electronic data, including paper records.

o $5 Million per claim/aggregate

Commercial Crime Insurance:

• Vendor or Contractor shall purchase crime insurance when handling Stanley Black & Decker Inc., and

subsidiaries money, securities or other identified valuable property.

o Coverage for employee theft, forgery or alteration, burglary, computer fraud, counterfeit, funds

transfer fraud or any other similar risk covered by most crime insurance policies.

o $1 Million per loss

Environmental Liability:

• Applicable only to vendors doing environmental work

o $2 Million per claim/occurrence/aggregate

Additional requirements:

➢ Stanley Black & Decker, Inc. and subsidiaries must be added as additional insured as our interests appear with

respect to the Commercial General Liability, including Products Liability and Auto Liability policies. A copy

of the additional insured endorsement must accompany the Certificate of Insurance.

➢ Any coverage provided as Additional Insured must be primary and non-contributory to any other valid and

collectible insurance.

➢ Vendors shall provide a Waiver of Subrogation in favor of Stanley Black & Decker, Inc. and subsidiaries

indicating that the carriers shall waive all of its rights of recovery, under subrogation or otherwise, against

Stanley Black & Decker, Inc. et al, and all engaged by them.

➢ Certificates of insurance shall provide notice of cancellation in accordance with policy provisions.

➢ Certificates of insurance shall be provided prior to the start of any work/services to be performed and with the

signed vendor’s agreement when purchased product is involved.

➢ Coverage shall be placed with carriers authorized to do business in the state where work/services are being

performed.

➢ Carrier shall maintain an A.M. Best rating of at least an "A- VIII".

➢ Where the use of a subcontractor is required, the vendor/contractor/consultant/supplier shall be responsible for

ensuring each subcontractor maintains insurance in conformance with the coverage type and limits identified by

Stanley Black & Decker, Inc.

➢ Insurance shall be kept in place for 2 years following the expiration of the contract term, and certificates of

insurance will be issued to Stanley Black & Decker, Inc. and subsidiaries annually upon renewal of insurance

policies.

➢ Failure of vendor to maintain insurance policies as required by this contract does not alleviate the responsibility

or obligation of liability under the contract. This can be considered a material breach of contract and due cause

for non-payment of outstanding invoices until the situation is resolved.

➢ Vendor is responsible for all deductibles and self-insured retentions they elect under their insurance programs.

SCHEDULE B

STANDARDS FOR SUPPLIERS Stanley Black & Decker, Inc. started doing business more than 160 years ago, and quickly established a reputation for integrity in business dealings. As we continue to expand our business, it is important to preserve our core values and protect our reputation in selecting where and with whom we do business. The standards set forth the basic minimum standards that all suppliers must meet in order to conduct business with Stanley Black & Decker, Inc. and its subsidiaries (“Stanley Black & Decker”). We recognize that there are different legal and cultural environments in which our suppliers operate throughout the world. In the event compliance with any our standards would result in a violation of applicable law, we expect our suppliers to follow those standards that do not conflict with applicable law and to conduct their business in a manner consistent with the spirit of the standards that do conflict to the extent they can do so without violating applicable law. Stanley Black & Decker further requires its suppliers to permit Stanley Black & Decker or its representatives to inspect and audit their facilities, to complete questionnaires or surveys, and otherwise to cooperate with Stanley Black & Decker’s efforts to ensure compliance with these standards. A supplier’s failure to comply with these standards or to permit inspections or provide requested information shall give Stanley Black & Decker cause to terminate its relationship with that supplier. 1. COMPLIANCE WITH LAWS.

a. General. All Stanley Black & Decker suppliers are required to comply with the legal requirements and standards of their industry under the national laws of the countries in which they are doing business, including the labor and employment laws of those countries, and applicable U.S. laws. Should the legal requirements and standards of the industry conflict, suppliers must, at minimum, be in compliance with the legal requirements of the country in which the products are manufactured. Suppliers must comply with all requirements of all applicable governmental agencies. Necessary invoices and documentation must be provided in compliance with the applicable law.

b. Marking and Shipping. All products shall be accurately marked or labeled with the country of origin in compliance with applicable laws and including those of the country of manufacture. Suppliers of finished products that are marked “Made in USA” or similar, or by virtue of their design or packaging imply that they are “Made in USA” shall comply in all respects with the US Federal Trade Commission Guidelines regarding product marking and shall be made of all or virtually all domestic (US) content. To facilitate Stanley Black & Decker’s compliance with the US Federal Trade Commission Guidelines, suppliers of component parts or commodities shall provide a declaration of origin in a form and detail satisfactory to Stanley Black & Decker. All shipments are to be accompanied by the requisite documentation issued by the proper governmental authorities, including but not limited to Form A’s, import licenses, quota allocations and visas, and shall comply with orderly marketing agreements, voluntary restraint agreements and other such agreements in accordance with applicable law.

c. Product Facility and Process Security. Suppliers also shall take any steps necessary to maintain product facility and process security and compliance in accordance with the directives of Stanley Black & Decker or any applicable governmental agency, including, but not limited to security procedures and processes recommended by the U.S. Customs Service. In this connection, The Customs and Border Protection Agency (CBP) developed the Customs – Trade Partnership Against Terrorism (C-TPAT) to protect the security of cargo entering the United States without interfering with the flow of trade. Through C-TPAT, CBP asks businesses to ensure the integrity of their supply chain security practices, and to communicate certain security guidelines to their employees and vendors throughout the supply chain. All suppliers must comply with CBP’s and Stanley Black & Decker, Inc’s C-TPAT Program when shipping to Stanley Black & Decker or its receiving agents in the United States. The security recommendations, and additional information on C-TPAT, may be found on

http://www.customs.ustreas.gov/xp/cgov/trade/cargo_security/ctpat/ or you may obtain a copy of Stanley Black & Decker program guide by sending an email to CTPAT@sbdinc.com. d. Trade Generally. Suppliers shall take any and all steps necessary to comply with all laws, rules, regulations and/or directives issued by governmental or regulatory agencies or otherwise including, but not limited to, customs requirements and restrictions and/or prohibitions with respect to trade with certain countries, regions and/or individuals.

2. EMPLOYMENT PRACTICES.

a. Prison or Forced Labor. Suppliers are not permitted to use prison or forced labor. Suppliers shall maintain employment on a voluntary basis.

b. Disciplinary Practices. Suppliers shall treat their employees with respect and dignity. Suppliers must provide a work environment free of physical punishment in any form.

c. Child Labor. Suppliers are not permitted to use child labor. No person shall be employed at an age younger than 15 (or 14 where the law of the country of manufacture allows), or at an age younger than the age for completing compulsory education in the country of manufacture where such age is higher than 15.

d. Working Hours. Suppliers shall maintain reasonable employee work hours in compliance with local standards and applicable national laws of the countries in which the suppliers are doing business. Employees shall not work more hours in one week than allowable under applicable law, and shall be properly compensated for overtime work. Employees should be permitted reasonable days off (which Stanley Black & Decker defines as at least one day off for every seven-day period) and leave privileges.

e. Compensation. Suppliers shall fairly compensate their employees by providing wages and benefits which are in compliance with the national laws of the countries in which the suppliers are doing business or which are consistent with the prevailing local standards in the countries in which the suppliers are doing business, if the prevailing local standards are higher. Suppliers shall fully comply with the wage and hour provisions of the U.S. Fair Labor Standards Act, if applicable, and shall use only subcontractors who comply with this law, if applicable.

f. Non-Discrimination/Human Rights. Stanley Black & Decker believes that all terms and conditions of employment should be based upon an individual’s ability to do the job, not on the basis of personal characteristics or beliefs. Suppliers should not discriminate against their employees in hiring practices or any other term or condition of work, on the basis of race, color, national origin, gender, religion, disability or other similar factors.

g. Workplace Environment. Suppliers shall provide their employees with safe and healthy working conditions, including adequate medical facilities, fire exits and safety equipment, well lit and comfortable workstations, clean restrooms and adequate living quarters where necessary. Facilities should be built and maintained in accordance with the standards set by applicable codes and ordinances and workers should be adequately trained to perform their jobs safely.

h. Freedom of Association. Except where contrary to applicable law, all Suppliers must respect the right to freedom of association for their employees and shall respect and recognize the right of employees to join and organize associations of their own choosing, and to bargain collectively. Suppliers shall not subject their employees to intimidation or harassment in the exercise of their right to join or to refrain from joining any organization.

3. ENVIRONMENTAL PRACTICES. Suppliers should provide products to Stanley Black & Decker and conduct their business operations in a way that protects and sustains the environment in accordance with applicable laws and regulations. Suppliers are encouraged to reduce excess packaging, use recycled and non-toxic materials where feasible, to purchase wood and wood products originating from Certified Well-Managed Forests™ where feasible, and to promote the efficient and responsible use of wood and wood products. 4. GIFTS. Stanley Black & Decker policy prohibits Stanley Black & Decker employees from accepting any gifts, gratuities or other benefits that go beyond the common courtesies usually associated with business practices from any supplier or potential supplier to Stanley Black & Decker or that exceed token or nominal value. Any payment of cash or cash equivalents (gift certificates, etc.) by a supplier to any Stanley Black & Decker employee is strictly prohibited. Stanley Black & Decker employees are required to report any gifts offered or given that are not in compliance with this policy. Similarly, if a Stanley Black & Decker employee solicits a payment or inappropriate gift from any supplier or potential supplier, the supplier should immediately report the violation to the employee’s immediate supervisor. A supplier who receives repeated solicitations from any individual, or solicitations from more than one individual, should report the matter to the Manager, Internal Audit for Stanley Black & Decker (1000 Stanley Drive, New Britain, Connecticut 06053). 5. CONFLICTS OF INTEREST. All Stanley Black & Decker employees are expected to avoid any investment, interest or association which interferes, might interfere, or might be thought to interfere with the employee’s independent exercise of judgment in Stanley Black & Decker’s best interest. A conflict of interest may exist where the employee, any member of his or her family or any close personal relation (i) has a significant direct or indirect financial interest in, or obligation to, an actual or potential competitor, supplier or customer; (ii) is a principal, officer or representative of a supplier or customer with whom the employee conducts business on Stanley Black & Decker’s behalf; or (iii) accepts gifts of more than token or nominal value from an actual or potential competitor, supplier or customer. Stanley Black & Decker employees are required to disclose any possible conflicts of interest

to the general managers of the applicable company or division, or to the applicable corporate department head. Similarly, suppliers are required to disclose any possible conflict of interest to Stanley Black & Decker employee(s) with whom they are negotiating or, if the possible conflict involves such persons, to the appropriate general manager or department head. 6. CONFIDENTIALITY. All suppliers must keep confidential all trade secrets, designs, data, know-how or other information which the supplier knows or should know is considered confidential by Stanley Black & Decker, including, but not limited to, designs, sketches or prototypes for products that have not yet been introduced, engineering drawings, the financial terms of any agreement between the supplier and Stanley Black & Decker, information concerning Stanley Black & Decker’s marketing plans, and any other information that is not readily available to the public.