1. SERVICES & DELIVERABLES. Seller agrees to perform the services ("Services") and/or provide the goods or Service deliverables (collectively referred to as "Goods") described in any purchase order, in accordance with the applicable purchase order, scope of work, and with these Terms and Conditions ("Agreement"). Upon acceptance of a purchase order, shipment of Goods or commencement of a Service, Seller shall be bound by the provisions of this Agreement, including all provisions set forth on the face of any applicable purchase order, whether Seller acknowledges or otherwise signs this Agreement or the purchase order, unless Seller objects to such terms in writing prior to shipping Goods or commencing Services.

This writing does not constitute a firm offer and may be revoked at any time prior to acceptance. This Agreement may not be added to, modified, superseded, or otherwise altered, except by a writing signed by an authorized representative of My Company Inc.. Any terms or conditions contained in any acknowledgment, invoice, or other communication of Seller, which are inconsistent with the terms and conditions herein, are hereby rejected. To the extent that this Agreement might be treated as an acceptance of Seller’s prior offer, such acceptance is expressly made on condition of assent by Seller to the terms hereof and shipment of the Goods or beginning performance of any Services by Seller shall constitute such assent. My Company Inc. hereby reserves the right to cancel any purchase order issued at any time prior to shipment of the Goods or prior to commencement of any Services. My Company Inc. shall not be subject to any charges or other fees as a result of such cancellation.

2. DELIVERY. Time is of the essence. Delivery of Goods shall be made pursuant to the schedule, via the carrier and to the place specified on the face of the applicable purchase order. My Company Inc. reserves the right to return, shipping charges collect, all Goods received in advance of the delivery schedule. If no delivery schedule is specified, the order shall be filled promptly and delivery will be made by the most expeditious form of land transportation. In the event Seller fails to deliver the Goods within the time specified, My Company Inc. may, at its option, decline to accept the Goods and terminate the Agreement or may demand its allocable fair share of Seller’s available Goods and terminate the balance of the Agreement. Seller shall package all items in suitable containers to permit safe transportation and handling. Each delivered container must be labeled and marked to identify contents without opening, and all boxes and packages must contain packing sheets listing contents. My Company Inc.’s purchase order number must appear on all shipping containers, packing sheets, delivery tickets, and bills of lading.

3. RISK OF LOSS & DESTRUCTION OF GOODS. Seller assumes all risk of loss until receipt by My Company Inc.. Title to the Goods shall pass to My Company Inc. upon receipt by it of the Goods at the designated destination. If the Goods ordered are destroyed prior to title passing to My Company Inc., My Company Inc. may at its option cancel the Agreement or require delivery of substitute Goods of equal quantity and quality. Such delivery will be made as soon as commercially practicable. If loss of Goods is partial, My Company Inc. shall have the right to require delivery of the Goods not destroyed.

4. PAYMENT. As full consideration for the performance of the Services, delivery of the Goods and the assignment of rights to My Company Inc. as provided herein, My Company Inc. shall pay Seller (i) the amount agreed upon and specified in the applicable purchase order, or (ii) Seller’s quoted price on date of shipment (for Goods), or the date Services were started (for Services), whichever is lower. Prices specified shall include all shipping and transportation charges and applicable taxes, and no additional charges or taxes will be charged as a result of failure by Seller to have included any applicable tax or transportation charge or as a result of any change in Seller’s tax liabilities. All personal property taxes assessable upon the Goods prior to receipt by My Company Inc. of Goods conforming to the purchase order shall be borne by Seller. Seller shall invoice My Company Inc. for all Goods delivered and all Services actually performed. Each invoice submitted by Seller must be provided to My Company Inc. within ninety (90) days of completion of the Services or delivery of the Goods and must reference the applicable purchase order, and My Company Inc. reserves the right to return all incorrect invoices. My Company Inc. will receive a 2% discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after completion of the Services or delivery of the Goods. My Company Inc. shall pay the invoiced amount within thirty (30) days after receipt of a correct invoice. Seller will receive no royalty or other remuneration on the production or distribution of any products developed by My Company Inc. or Seller in connection with or based on the Goods provided or the Services performed.

5. WARRANTIES.

5.1 Year 2000 Warranty: Contractor warrants that, before, on, and after December 31, 1999 (including leap years), there will be no material reduction in (i) Contractor’s ability to perform the Services in accordance with the applicable specifications for such Services, or (ii) the Goods’ ability to function in accordance with the applicable specifications for such Goods, including but not limited to a reduction in the ability of the Goods to process date and time information.

5.2 Services: Seller represents and warrants that all Services shall be completed in a professional, workmanlike manner, with the degree of skill and care that is required by current, good, and sound professional procedures. Further, Seller represents and warrants that the Services shall be completed in accordance with applicable specifications and shall be correct and appropriate for the purposes contemplated in this Agreement. Seller represents and warrants that the performance of Services under this Agreement will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Seller is bound.

5.3 Goods: Seller warrants that all Goods will be new and will not be either used or refurbished. Seller warrants that all Goods delivered shall be free from defects in materials and workmanship and shall conform to all applicable specifications for a period of fifteen (15) months from the date of delivery to My Company Inc. or for the period provided in Seller’s standard warranty covering the Goods, whichever is longer. Additionally, Goods purchased shall be subject to all written and oral express warranties made by Seller’s agents, and to all warranties provided for by the applicable laws of England. All warranties shall be construed as conditions as well as warranties and shall not be exclusive. Seller shall furnish to My Company Inc. Seller’s standard warranty and Service guaranty applicable to the Goods. All warranties and Service guaranties shall run both to My Company Inc. and to its customers.

If My Company Inc. identifies a warranty problem with the Goods during the warranty period, My Company Inc. will promptly notify Seller of such problems and will return the Goods to Seller, at Seller’s expense. Within five (5) business days of receipt of the returned Goods, Seller shall, at My Company Inc.’s option, either repair or replace such Goods, or credit My Company Inc.’s account for the same. Replacement and repaired Goods shall be warranted for the remainder of the warranty period or six (6) months, whichever is longer.

6. INSPECTION. My Company Inc. shall have a reasonable time after receipt of Goods or Service deliverables and before payment to inspect them for conformity hereto, and Goods received prior to inspection shall not be deemed accepted until My Company Inc. has run an adequate test to determine whether the Goods conform to the specifications hereof. Use of a portion of the Goods for the purpose of testing shall not constitute an acceptance of the Goods. If Goods tendered do not wholly conform with the provisions hereof, My Company Inc. shall have the right to reject such Goods. Nonconforming Goods will be returned to Seller freight collect and risk of loss will pass to Seller upon My Company Inc.’s delivery to the common carrier.

7. INDEPENDENT CONTRACTOR. My Company Inc. is interested only in the results obtained under this Agreement; the manner and means of achieving the results are subject to Seller's sole control. Seller is an independent contractor for all purposes, without express or implied authority to bind My Company Inc. by contract or otherwise. Neither Seller nor its employees, agents, or subcontractors ("Seller’s Assistants") are agents or employees of My Company Inc., and therefore are not entitled to any employee benefits of My Company Inc., including but not limited to, any type of insurance. Seller shall be responsible for all costs and expenses incident to performing its obligations under this Agreement and shall provide Seller's own supplies and equipment.

8. SELLER RESPONSIBLE FOR TAXES AND RECORDS. Seller shall be solely responsible for filing the appropriate tax forms, , and paying all such taxes or fees, including estimated taxes and employment taxes, due with respect to Seller's receipt of payment under this Agreement. Seller further agrees to provide My Company Inc. with reasonable assistance in the event of a government audit. My Company Inc. shall have no responsibility to pay or withhold from any payment to Seller under this Agreement, any federal, state or local taxes or fees..

9. INSURANCE. Seller shall be solely responsible for maintaining and requiring Seller’s Assistants to maintain such adequate health, auto, workers' compensation, unemployment compensation, disability, liability, and other insurance, as is required by law or as is the common practice in Seller's and Seller's Assistants' trades or businesses, whichever affords greater coverage. Upon request, Seller shall provide My Company Inc. with certificates of insurance or evidence of coverage before commencing performance under this Agreement. Seller shall provide adequate coverage for any My Company Inc. property under the care, custody, or control of Seller or Seller's Assistants.

10. INDEMNITY. Seller shall indemnify, hold harmless, and at My Company Inc.'s request, defend My Company Inc., its officers, directors, agents, and employees, against all claims, liabilities, damages, losses, and expenses, including attorneys' fees and cost of suit arising out of or in any way connected with the Goods or Services provided under this Agreement, including, without limitation, (i) Seller failing to satisfy the Internal Revenue Service’s guidelines for an independent contractor, (ii) any claim based on the negligence, omissions, or willful misconduct of Seller or any Seller’s Assistants, and (iii) any claim by a third party against My Company Inc. alleging that the Goods or Services or the results of such Services infringe a patent, copyright, trademark, trade secret, or other proprietary right of a third party. Seller shall not settle any such suit or claim without My Company Inc.'s prior written approval. Seller agrees to pay or reimburse all costs that may be incurred by My Company Inc. in enforcing this indemnity, including attorneys' fees.

Should My Company Inc.’s use, or use by its distributors, subcontractors, or customers, of any Goods or Services purchased from Seller be enjoined, be threatened by injunction, or be the subject of any legal proceeding, Seller shall, at is sole cost and expense, either (a) substitute fully equivalent noninfringing Goods or Services; (b) modify the Goods or Services so that they no longer infringe but remain fully equivalent in functionality; (c) obtain for My Company Inc., its distributors, subcontractors, or customers the right to continue using the Goods or Services; or (d) if none of the foregoing is possible, refund all amounts paid for the infringing Goods or Services.

11. CONFIDENTIALITY. Seller will acquire knowledge of My Company Inc. Confidential Information (as defined below) in connection with its performance hereunder and agrees to keep such My Company Inc. Confidential Information in confidence during and following termination or expiration of this Agreement. "My Company Inc. Confidential Information" includes but is not limited to all information, whether written or oral, in any form, including without limitation, information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, Work Product (as defined herein), and other material or information considered proprietary by My Company Inc. relating to the current or anticipated business or affairs of My Company Inc. which is disclosed directly or indirectly to Seller. In addition, My Company Inc. Confidential Information means any third party's proprietary or confidential information disclosed to Seller in the course of providing Services or Goods to My Company Inc.. My Company Inc. Confidential Information does not include any information (i) which Seller lawfully knew without restriction on disclosure before My Company Inc. disclosed it to Seller, (ii) which is now or becomes publicly known through no wrongful act or failure to act of Seller, (iii) which Seller developed independently without use of the My Company Inc. Confidential Information, as evidenced by appropriate documentation, or (iv) which is hereafter lawfully furnished to Seller by a third party as a matter of right and without restriction on disclosure. In addition, Seller may disclose Confidential Information which is required to be disclosed pursuant to a requirement of a government agency or law so long as Seller provides prompt notice to My Company Inc. of such requirement prior to disclosure.

Seller agrees not to copy, alter, decompile, reverse engineer, modify (except with My Company Inc.’s prior written consent), or directly or indirectly disclose any My Company Inc. Confidential Information. Additionally, Seller agrees to limit its internal distribution of My Company Inc. Confidential Information to Seller's Assistants who have a need to know, and to take steps to ensure that the dissemination is so limited, including the execution by Seller's Assistants of nondisclosure agreements with provisions substantially similar to those set forth herein. In no event will Seller use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care, to prevent the unauthorized use or disclosure of My Company Inc. Confidential Information. Seller further agrees not to use the My Company Inc. Confidential Information except in the course of performing hereunder and will not use such My Company Inc. Confidential Information for its own benefit or for the benefit of any third party. The mingling of the My Company Inc. Confidential Information with information of Seller shall not affect the confidential nature or ownership of the same as stated hereunder. Seller agrees not to design or manufacture any products which incorporate My Company Inc. Confidential Information. All My Company Inc. Confidential Information is and shall remain the property of My Company Inc.. Upon My Company Inc.'s written request or the termination of this Agreement, Seller shall return, transfer, or assign to My Company Inc. all My Company Inc. Confidential Information, including all Work Product, as defined herein, and all copies thereof.

12. OWNERSHIP OF WORK PRODUCT. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, information, and materials made, conceived, or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to My Company Inc. without having been designed, customized, or modified for My Company Inc. do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of My Company Inc.. Seller hereby agrees to irrevocably assign and transfer to My Company Inc. and does hereby assign and transfer to My Company Inc. all of its worldwide right, title, and interest in and to the Work Product including all associated intellectual property rights. My Company Inc. will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute, and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name, or to follow any other procedure that My Company Inc. deems appropriate. Seller agrees: (a) to disclose promptly in writing to My Company Inc. all Work Product in its possession; (b) to assist My Company Inc. in every reasonable way, at My Company Inc.'s expense, to secure, perfect, register, apply for, maintain, and defend for My Company Inc.'s benefit all copyrights, patent rights, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in My Company Inc.’s name as it deems appropriate; and (c) to otherwise treat all Work Product as My Company Inc. Confidential Information as described above. These obligations to disclose, assist, execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by My Company Inc. to Seller shall remain the sole property of My Company Inc..

Seller will ensure that Seller's Assistants appropriately waive any and all claims and assign to My Company Inc. any and all rights or any interests in any Work Product or original works created in connection with this Agreement. Seller irrevocably agrees not to assert against My Company Inc. or its direct or indirect customers, assignees, or licensees any claim of any intellectual property rights of Seller affecting the Work Product.

My Company Inc. will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities, or trade secret or My Company Inc. Confidential Information, unless (i) such works relate to My Company Inc.'s business, or My Company Inc.'s actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for My Company Inc..

13. NONINTERFERENCE WITH BUSINESS. During and for a period of two years immediately after the termination or expiration of this Agreement, Seller agrees not to unlawfully interfere with the business of My Company Inc. in any manner, and further agrees not to solicit or induce any employee or independent contractor to terminate or breach an employment, contractual, or other relationship with My Company Inc..

14. TERMINATION. My Company Inc. may terminate his Agreement upon written notice to Seller if Seller fails to perform or otherwise breaches this Agreement, files a petition in bankruptcy, becomes insolvent, or dissolves. In the event of such termination, My Company Inc. shall pay Seller for the portion of the Services satisfactorily performed and those conforming Goods delivered to My Company Inc. through the date of termination, less appropriate offsets, including any additional costs to be incurred by My Company Inc. in completing the Services.

My Company Inc. may terminate this Agreement for any other reason upon thirty (30) days' written notice to Seller. Seller shall cease to perform Services and/or provide Goods under this Agreement on the date of termination specified in such notice. In the event of such termination, My Company Inc. shall be liable to Seller only for those Services satisfactorily performed and those conforming Goods delivered to My Company Inc. through the date of termination, less appropriate offsets.

Seller may terminate this Agreement upon written notice to My Company Inc. if My Company Inc. fails to pay Seller within sixty (60) days after Seller notifies My Company Inc. in writing that payment is past due.

Upon the expiration or termination of this Agreement for any reason: (a) each party will be released from all obligations to the other arising after the date of expiration or termination, except for those which by their terms survive such termination or expiration; and (b) Seller will promptly notify My Company Inc. of all My Company Inc. Confidential Information or any Work Product in Seller’s possession and, at the expense of Seller and in accordance with My Company Inc.’s instructions, will promptly deliver to My Company Inc. all such My Company Inc. Confidential Information and/or Work Product.

15. REMEDIES. If Seller breaches this Agreement, My Company Inc. shall have all remedies available by law and at equity. For the purchase of Goods, Seller’s sole remedy in the event of breach of this Agreement by My Company Inc. shall be the right to recover damages in the amount equal to the difference between market price at the time of breach and the purchase price specified in the Agreement. No alternate method of measuring damages shall apply to this transaction. Seller shall have no right to resell Goods for My Company Inc.’s account in the event of wrongful rejection, revocation of acceptance, failure to make payment, or repudiation by My Company Inc., and any resale so made shall be for the account of Seller.

16. FORCE MAJEURE. My Company Inc. shall not be liable for any failure to (i) accept performance of Services or, (ii) take delivery of the Goods as provided caused by circumstances beyond its control which make such performance commercially impractical including, but not limited to, acts of God, fire, flood, acts of war, government action, accident, labor difficulties or shortage, inability to obtain materials, equipment, or transportation. In the event My Company Inc. is so excused from taking delivery, either party may terminate the Agreement and My Company Inc. shall at its expense and risk, return any Goods received to the place of shipment.

17. LEGAL FEES. In any action to enforce this Agreement, the prevailing party shall be entitled to recover all court costs and expenses and reasonable attorneys' fees, in addition to any other relief to which it may be entitled.

18. SEVERABILITY. If any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision.

19. LIMITATION OF LIABILITY. IN NO EVENT SHALL My Company Inc. BE LIABLE TO SELLER OR SELLER'S ASSISTANTS, OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, WHETHER OR NOT My Company Inc. WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

20. ASSIGNMENT; WAIVER. Seller may not assign this Agreement or any of its rights or obligations under this Agreement, without the prior written consent of My Company Inc.. Any assignment or transfer without such written consent shall be null and void. A waiver of any default hereunder or of any term or condition of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or any other term or condition.

21. NONEXCLUSIVE AGREEMENT. This is not an exclusive agreement. My Company Inc. is free to engage others to perform Services or provide Goods the same as or similar to Seller's. Seller is free to, and is encouraged to, advertise, offer, and provide Seller's Services and/or Goods to others; provided however, that Seller does not breach this Agreement.

22. NOTICES. All notices and other communications hereunder shall be in writing, and shall be addressed to Seller or to an authorized My Company Inc. representative, and shall be considered given when (a) delivered personally, (b) sent by confirmed telex or facsimile, (c) sent by commercial overnight courier with written verification receipt, or (d) three (3) days after having been sent, postage prepaid, by first class or certified mail.

23. SURVIVAL OF OBLIGATIONS. Any obligations and duties which by their nature extend beyond the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.

24. GOVERNING LAW. This Agreement shall be construed in accordance with, and disputes shall be governed by, the laws of England, excluding its conflict of law rules, and shall be subject to the exclusive jurisdiction of the English courts. The applicability of the UN Convention on Contracts for the International Sale of Goods is hereby expressly waived by the parties and it shall not apply to the terms and conditions of this Agreement.

25. ENTIRE AGREEMENT; MODIFICATION. This Agreement is the complete, final, and exclusive statement of the terms of the agreement between the parties and supersedes any and all other prior and contemporaneous negotiations and agreements, whether oral or written, between them relating to the subject matter hereof. This Agreement may not be varied, modified, altered, or amended except in writing, including a purchase order or a change order issued by My Company Inc., signed by the parties. The terms and conditions of this Agreement shall prevail notwithstanding any variance with the terms and conditions of any acknowledgment or other document submitted by Seller. Notwithstanding the foregoing, this Agreement will not supersede or take the place of any written agreement which is signed by both parties and covers the same subject matter as this Agreement or its related purchase orders.

26. COMPLIANCE WITH LAWS.

26.1 General: Seller shall comply fully with all applicable laws in the performance of this Agreement including, but not limited to, all applicable employment, tax, export control, environmental, and health and safety laws.

26.2 Hazardous Materials: If Goods include hazardous materials, Seller represents and warrants that Seller understands the nature of any hazards associated with the manufacture, handling, and transportation of such hazardous materials

26.3 Customs: Upon My Company Inc.’s request, Seller will promptly provide My Company Inc. with a statement of origin for all Goods and United States Customs documentation for Goods wholly or partially manufactured outside of the United States.

27. INJUNCTIVE RELIEF. Seller acknowledges and agrees that the obligations and promises of Seller under this Agreement are of a unique, intellectual nature giving them particular value. Seller's breach of any of the promises contained in this Agreement will result in irreparable and continuing damage to My Company Inc. for which there will be no adequate remedy at law and, in the event of such breach, My Company Inc. will be entitled to seek injunctive relief, or a decree of specific performance, or both, and such other and further relief as may be.