Version 1.0

Effective Date: January 14, 2026

 1. Acceptance

Seller’s acknowledgment, acceptance of payment, or commencement of performance constitutes Seller’s unqualified acceptance of this Contract. Any terms and conditions in Seller’s offer, acceptance, or other Seller communication that add to, vary from, or conflict with these terms are rejected.

2. Definitions

“Contract” means the instrument of contracting, these General Purchasing Terms, and all other referenced or incorporated documents. 

“FAR” means the Federal Acquisition Regulation and any agency supplement.

“Hermeus” means Hermeus Corporation. If an affiliate of Hermeus Corporation is identified on the instrument of contracting, then “Hermeus” means that affiliate.

“Intellectual Property” means ideas, inventions, information, discoveries, improvements, know-how, works of authorship, technical data, drawings, designs, specifications, reports, computer software, mask works, models, data, processes, and instructions.

“Intellectual Property Rights” means all worldwide common law and statutory rights to Intellectual Property, including but not limited to rights under patents, industrial designs, trade secrets, copyrights, and mask work registrations.

“Seller” means the party identified on the instrument of contracting with whom Hermeus is contracting.

“Work” means all labor, goods, services, software, information, data, and other items required to be delivered or performed under the Contract.

3. Timely Performance

Seller shall comply with the delivery schedule. Seller’s timely performance is a critical element of this Contract.

4. Delivery 

Seller shall include a complete packing list with all shipments. Seller shall mark packages with handling and loading instructions, shipping information, Contract number, and shipping date. Seller shall pack all Work in accordance with industry customs. Unless stated otherwise, delivery shall be FCA Seller’s facility (Incoterms 2020). 

5. Quality Control 

Seller shall maintain a quality control system to an industry-recognized quality standard. Seller shall provide quality control records to Hermeus upon request. Seller shall promptly notify Hermeus if any Work is subject to a Government-Industry Data Exchange Program alert or a Federal Aviation Administration airworthiness directive.

6. Counterfeit Work 

“Counterfeit Work” means Work that is or contains unauthorized copies, imitation, substitute, or modified parts which are misrepresented as genuine parts of an original or authorized manufacturer, or that falsely identifies grade, serial number, lot number, date code, documentation, or performance characteristics, or represents used Work as new Work.

“Suspect Counterfeit Work” means Work for which there is credible evidence that it is Counterfeit Work.

Seller shall not deliver Counterfeit Work or Suspect Counterfeit Work. If it becomes aware that it has delivered Counterfeit or Suspect Counterfeit Work, Seller shall promptly notify Hermeus and replace the Work at Seller’s expense.

7. Inspection and Acceptance 

Hermeus may inspect the Work on or after the delivery date. Hermeus, at its sole option, may inspect all or a sample of the Work, and may reject all or any portion of the Work if it determines they are nonconforming or defective. If Hermeus rejects any portion of the Work, Hermeus has the right to: (i) accept any portion of the Work at a reasonably reduced price; (ii) reject the Work; or (iii) require Seller, at Seller’s cost, to replace or repair the Work to enable it to comply in all respects with the Contract. If Seller fails to timely deliver replacement Work, Hermeus may reprocure it from a third party and charge Seller the cost thereof. Hermeus shall have the right to conduct further inspections after Seller has carried out its remedial actions. Any inspection or other action by Hermeus under this clause shall not reduce or otherwise affect Seller’s obligations under the Contract.

8. Last Time Buy 

Seller shall notify Hermeus of any pending or contemplated future action to discontinue Work purchased under this Contract and shall allow Hermeus to submit a forecast of expected annual usage prior to Seller finalizing its decision to discontinue the Work. Seller shall notify Hermeus at least 12 months prior to the actual discontinuance. Seller shall allow Hermeus to place last time buys for at least 12 months after the discontinuance notice. This section shall survive until 2 years after the termination of this Contract.

9. Payment

9.1. Taxes Unless stated otherwise, the price includes all applicable taxes, duties, tariffs, and similar fees. Any applicable sales or use taxes shall be separately listed on the invoice.

9.2. Payment Seller shall issue an invoice on or after delivery and in accordance with this Contract. Invoices shall be sent to billing@hermeus.com. Hermeus shall pay all properly invoiced amounts within 30 days after receipt or the scheduled delivery date, whichever is later, except for any amounts disputed by Hermeus in good faith. Each payment shall be subject to reduction for overpayments. Hermeus may set off any amount owed by Seller against any amount payable under this Contract.

 10. Warranty

Seller warrants that all Work shall conform to applicable specifications, drawings, designs, samples, descriptions, and other requirements of this Contract; be free from defects in design (except to the extent of Hermeus’ design), material, and workmanship; be fit for their intended purpose; be merchantable; be free from liens, security interests, and other encumbrances; and be performed using personnel of required skill, experience, and qualifications and in a professional manner in accordance with generally recognized industry standards. This warranty shall begin upon final acceptance and extend for a period of one year. If any nonconforming Work is identified within the warranty period, Seller, at Hermeus’ option, shall promptly repair, replace, or reperform the Work. Transportation of replacement Work, return of nonconforming Work, and reperformance of Work shall be at Seller’s expense. If repair, replacement, or reperformance of Work is not timely, Hermeus may elect to return, reperform, repair, replace, or reprocure the non-conforming Work at Seller’s expense. All warranties shall run to Hermeus and its customers.

11. Warranty

11.1. Non-Disclosure Agreement Seller shall not provide any proprietary information to Hermeus without prior execution of a nondisclosure agreement between the parties. Proprietary information disclosed under this Contract shall be subject to the non-disclosure agreement between the parties, notwithstanding its earlier termination or expiration.

11.2. No Publicity Seller shall not make or authorize any publicity, news release, advertisement, or other disclosure that relates to the Contract or the relationship between Hermeus and Seller, deny or confirm the existence of the Contract, or make use of Hermeus’ name or logo without the prior written consent of Hermeus.

12. Intellectual Property

12.1. Definitions “Background Intellectual Property” means all Intellectual Property and Intellectual Property Rights owned or controlled by Seller prior to or outside the scope of this Contract. “Foreground Intellectual Property” means all Intellectual Property and Intellectual Property Rights conceived, created, developed, acquired, or first reduced to practice by, for, or with Seller in the performance of this Contract.

12.2. Foreground Intellectual Property Hermeus shall exclusively own the Foreground Intellectual Property. Seller hereby irrevocably assigns to Hermeus all right, title, and interest in the Foreground Intellectual Property. Seller shall protect Foreground Intellectual Property as Hermeus’ proprietary information. Seller shall disclose to Hermeus all Foreground Intellectual Property within 2 months after conception or reduction to practice, and no later than Contract completion. If not expressly required to be delivered, Seller shall deliver to Hermeus all Foreground Intellectual Property upon written request. Seller shall promptly execute all written instruments, and assist as Hermeus reasonably directs, to file, acquire, prosecute, maintain, enforce, and assign Hermeus’ Foreground Intellectual Property rights. If Seller does not or cannot execute instruments or assist Hermeus as described above, Seller hereby irrevocably appoints Hermeus as Seller’s attorney in fact to act on Seller’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

12.3. Background Intellectual Property Seller hereby grants to Hermeus a worldwide, non-exclusive, perpetual, fully paid-up, royalty-free, irrevocable, sublicensable, transferable license to Background Intellectual Property (i) to use, sell, offer for sale, import, export, copy, adapt, embed, modify, make derivative works, make, and have made the Work and any deliverables; and (ii) to enable Hermeus to practice the Foreground Intellectual Property.

12.4. Third Party Intellectual Property If Seller incorporates third-party Intellectual Property into the Work or any deliverable, Seller shall obtain for Hermeus at least the license rights granted in Background Intellectual Property in the thirdparty Intellectual Property at no additional cost to Hermeus, and Seller hereby grants such rights to Hermeus.

12.5. Hermeus Intellectual Property Hermeus retains ownership of all Hermeus Intellectual Property and Intellectual Property Rights.

13. Information Security

13.1. Definitions:

“Information” means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual.

“Security Incident” means any act or omission that compromises the security, confidentiality, availability, or integrity of Sensitive Information or the administrative, physical, technical, or organizational safeguards put in place by Seller that relate to the protection of the security, confidentiality, availability, or integrity of Sensitive Information.

“Sensitive Information” means any Information that is collected, processed, maintained, used, shared, or disseminated in connection with this Contract that requires protection to ensure its confidentiality, availability, and integrity, including but not limited to any Hermeus or third-party proprietary information, personally identifiable information, Covered Defense Information as defined in Defense FAR Supplement 252.204-7012, and Controlled Unclassified Information as defined in 32 C.F.R. § 2002.4.

13.2. Safeguards:

Seller shall maintain administrative, physical, technical, and organizational safeguards to protect Sensitive Information from unauthorized access, acquisition, disclosure, destruction, alteration, accidental loss, misuse, and damage that are no less rigorous than standard industry practices. At a minimum, safeguards shall include the requirements and procedures stated in FAR 52.204-21.

13.3. Security Incident Response:

Seller shall notify Hermeus of a Security Incident as soon as practicable, but no later than 72 hours after Seller becomes aware of it. The parties shall immediately coordinate with each other to investigate the Security Incident. Seller agrees to cooperate with Hermeus in Hermeus’ handling of the matter, including, without limitation: (i) assisting with any investigation; (ii) providing physical access to the facilities and operations affected; (iii) facilitating interviews with Seller’s employees and others involved in the matter; and (iv) making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law, regulation, or industry standards, or as otherwise reasonably required by Hermeus. Seller shall at its own expense immediately contain and remedy any Security Incident and prevent any further Security Incident, including but not limited to taking all actions necessary to comply with applicable privacy laws, regulations, and standards. Seller shall maintain and preserve all documents, records, and other data related to any Security Incident. Seller shall cooperate at its own expense with Hermeus in any litigation, investigation, or other action deemed necessary by Hermeus to protect its rights relating to the use, disclosure, protection, and maintenance of Sensitive Information.

14. Open-Source Software

Seller shall not provide any software or electronic hardware, including without limitation source code, compiled code, embedded software, firmware, free software, open-source software, freeware, general public license governed software, free hardware designs, or open-source hardware designs, that is subject to any obligations or conditions that may provide a legal right to any third party to access such software or electronic hardware, or that could otherwise impose any limitation or condition on Hermeus’ use, reproduction, modification, distribution, publication, or conveyance of such software or electronic hardware.

15. Property Management

Seller shall mark, maintain an inventory of, and keep segregated or identifiable all property owned by Hermeus or its customer, or to which Hermeus acquires an interest under this Contract. Title to such property shall remain in Hermeus or its customer. Seller assumes all risk of loss, destruction, and damage of such property while in Seller’s possession, custody, or control, including any transfer to Seller’s subcontractors. Seller shall not use such property other than to perform this Contract without Hermeus’ prior written consent. Seller shall promptly notify Hermeus if such property is lost, damaged, or destroyed. As directed by Hermeus, upon completion, termination, or cancellation of this Contract, Seller shall deliver such property, to the extent not incorporated in delivered Work, to Hermeus in good condition subject to ordinary wear and tear and normal manufacturing losses.

16. Insurance

Seller shall maintain and cause its subcontractors to maintain, during the term of this Contract, (i) commercial general liability insurance (including product, completed operations, and contractual liability) with a limit of at least $1 million per occurrence and $1 million in the aggregate annually; (ii) employer’s liability insurance with a limit of at least $1 million per occurrence; (iii) automobile liability insurance with a limit of at least $1 million per occurrence for bodily injury and property damage; and (iv) workers’ compensation insurance as required by law. All insurance shall be primary as respects the interests of Hermeus and non-contributory with any insurance which Hermeus may carry. Upon Hermeus’ request, Seller shall provide a certificate of insurance evidencing the required insurance coverage. The certificate of insurance for commercial general liability and automobile liability shall name Hermeus as an additional insured. Seller shall provide Hermeus with 30 days’ advance written notice in the event of a cancellation or material change in Seller’s insurance policy. Except where prohibited by law, Seller shall require its insurers to waive all rights of subrogation against Hermeus.

17. Indemnification

Seller shall defend, indemnify, and hold harmless Hermeus and its customers from and against all losses, costs, claims, causes of action, damages, liabilities, and expenses, including attorneys’ fees, arising out of or related to: (i) any alleged or actual infringement of Intellectual Property Rights from the use, manufacture, reproduction, sale, or other distribution of the Work by Hermeus or its customers; (ii) any alleged or actual failure to comply with the Information Security clause; (iii) property damage or personal injury, including death, which arise out of or are related to Seller’s or any of its suppliers’ or subcontractors’ acts or omissions in the performance of this Contract; or (iv) violations of applicable laws and regulations in the performance of this Contract.

18. Access to Hermeus Premises

Seller shall comply with: (i) all Hermeus policies and instructions for access to and activities on its premises; and (ii) Hermeus requests for information to identify personnel, including verification of citizenship, lawful permanent resident, protected individual, or other status. Seller acknowledges that Hermeus may perform background checks on Seller personnel. Hermeus may, at its sole discretion, have Seller remove any personnel from its premises and require that such personnel not be reassigned to perform work under this Contract.

19. Records

Seller shall retain all records relating to this Contract until three years after its expiration or termination. Seller shall provide all records to Hermeus upon request.

20. Export Control

“Trade Control Laws” means all applicable export control and economic sanctions laws and regulations, including but not limited to the International Traffic in Arms Regulations, the Export Administration Regulations, and the regulations of the Office of Foreign Assets Control.

Seller acknowledges that it may receive items or data from Hermeus that are subject to Trade Control Laws. Seller shall comply with the Trade Control Laws. Seller shall not export, re-export, transfer, disclose, or otherwise provide export-controlled items or data to any person or entity not authorized to receive or have access to them without obtaining prior written consent from Hermeus and obtaining approval from the applicable government agency.

Seller represents that neither it nor any parent, subsidiary, affiliate, or employee are located within a county listed in 22 C.F.R. § 126.1, or are included on any of the restricted party lists maintained by the U.S. Government, including but not limited to the Treasury Department’s Specially Designated Nationals List, the Commerce Department’s Denied Parties List, Unverified List, or Entity List, or the State Department’s Statutory Debarment List (“Restricted Party Lists”). Seller shall promptly notify Hermeus if Seller is or becomes listed in any Restricted Party List or if Seller’s export privileges are otherwise denied, suspended, or revoked in whole or in part by any government agency.

Seller shall promptly inform Hermeus of any actual or alleged violation of any applicable Trade Control Laws related to its performance of this Contract, including any actions, proceedings, notices, or other communications from any government agency, and shall comply with all reasonable requests from Hermeus for information regarding any such violations.

Seller shall provide the export control classification of any items or data that are provided to Hermeus and are subject to Trade Control Laws.

21. Compliance with Laws

21.1. General

Seller shall comply with all applicable laws and regulations. Seller shall maintain all licenses, permissions, authorizations, consents, and permits required to perform its obligations under this Contract.

21.2. Anti-Bribery

Seller represents and agrees that it has not and will not, directly or indirectly, pay, promise, offer, or authorize the payment of any money or anything of value in connection with this Contract to: (i) an officer, employee, agent, or representative of any government, including any department, agency, or instrumentality thereof or any person acting in an official capacity thereof; (ii) a candidate for political office, any political party, or any official of a political party; or (iii) any other person or entity while knowing or having reason to know that all or any portion of such payment or thing of value will be offered, given, or promised, directly or indirectly, to any person or entity for the purpose of assisting Hermeus in obtaining or retaining business, or an improper business advantage. Without limiting the generality of the foregoing, Seller shall not, directly or indirectly, pay, promise, offer, or authorize the payment of any facilitating payment intended to expedite or secure performance of a routine governmental action, such as customs clearance, on behalf of Hermeus.

21.3. Conflict Minerals

“Adjoining Country” and “Conflict Mineral” have the meanings stated in 15 U.S.C. § 78m(p)(5).

Seller shall use reasonable efforts to (i) identify whether any Work contains Conflict Minerals; (ii) determine whether any Conflict Minerals originated in the Democratic Republic of the Congo or an Adjoining Country; and (iii) perform due diligence on its supply chain, following a nationally or internationally recognized due diligence framework, to determine the source and chain of custody of any Conflict Mineral. Seller shall promptly notify Hermeus if any Work contains Conflict Minerals. Seller shall provide all reasonably requested information regarding Conflict Minerals upon request.

21.4. Privacy

Seller shall promptly notify Hermeus if, related to its performance of this Contract, it has reason to believe that it may have violated any law or regulation related to data privacy or personal information.

21.5. Telecommunications Equipment

Covered Telecommunications Equipment or Services has the meaning defined in FAR 52.204-25. Seller shall not deliver or perform any Work that uses or provides Covered Telecommunications Equipment or Services. Seller shall maintain processes to determine whether it uses or provides Covered Telecommunications Equipment or Services. Seller shall immediately notify Hermeus if it has reason to believe that it has or will use or provide Covered Telecommunications Equipment or Services in its performance of this Contract. Seller shall require its subcontractors to comply with this clause.

22. Gratuities

Seller represents and agrees that it has not and will not offer or give anything of value (in the form of entertainment, gifts, gratuities, or otherwise) to Hermeus’ employees, agents, or representatives for the purpose of obtaining or rewarding favorable treatment as a Hermeus supplier.

23. Stop Work

Hermeus may at any time by written notice require Seller to stop Work, in whole or in part, for up to 100 days. Seller shall immediately stop Work and take all reasonable steps to minimize the incurrence of costs allocable to the Work during the stoppage period. Within the stoppage period, or a longer period if agreed to by the parties, Hermeus shall either terminate the Work in accordance with this Contract or continue the Work by written notice. The parties shall negotiate an equitable adjustment to the price, schedule, or both if the Work is continued and Seller submits a claim within 30 days of the notice to continue.

24. Force Majeure

Neither party shall be liable for any failure or delay in performing any obligation under this Contract (except for payment obligations) to the extent it is caused by an act or occurrence that is unforeseeable, beyond its control, and without its fault or negligence. The impacted party shall notify the other party in writing within 10 days after the beginning of any such cause, including all relevant information and stating the period of time the failure or delay is expected to continue. The impacted party shall use reasonable efforts to end the failure or delay and mitigate its impact. A failure or delay by a supplier or subcontractor shall not be excusable unless it would be excusable under this clause and the impacted goods or services cannot be obtained from another source in sufficient time to meet the schedule, regardless of excess costs.

25. Termination for Default

Hermeus may, by written notice, terminate this Contract in whole or in part if Seller: (i) fails to comply with any of the terms of this Contract; (ii) fails to make progress so as to endanger performance of this Contract; (iii) fails to provide adequate assurance of future performance; (iv) files or has filed against it a petition in bankruptcy; or (v) becomes insolvent or suffers a material adverse change in financial condition. Seller shall have 10 days (or such longer period as Hermeus may authorize in writing) to cure any such failure after receipt of notice. Seller shall continue all Work not terminated.

Hermeus shall pay the Contract price for accepted Work. Hermeus may require Seller to deliver: (i) any completed Work; and (ii) any partially completed Work and supplies, materials, manufacturing materials, manufacturing drawings, and contract rights that Seller has specifically produced or acquired for the terminated portion of this Contract. The parties shall negotiate an equitable price for these deliverables.

If after termination for default it is determined that Seller was not in default, the termination shall be deemed a termination for convenience. Hermeus’ rights and remedies under this clause are in addition to any other rights and remedies under law or this Contract.

26. Termination for Convenience

Hermeus may terminate this Contract in whole or in part for its convenience upon written notice to Seller. Seller shall immediately stop all Work and cause any and all of its suppliers and subcontractors to stop Work. Subject to the terms of this Contract, Seller shall be paid a percentage of the Contract price reflecting the percentage of the Work performed prior to the notice of termination, plus reasonable charges Seller can demonstrate to the satisfaction of Hermeus using its standard record keeping system have resulted from the termination. Seller shall not be paid for any Work performed or costs incurred which reasonably could have been avoided. Hermeus shall not be liable for lost or anticipated profits, unabsorbed indirect costs or overhead, or any sum in excess of the price allocated to the terminated portion of the Contract. Seller shall submit its claim within 30 days of the notice of termination. Seller shall continue all Work not terminated.

27. Limitation of Liability

In no event shall either party be liable for consequential, indirect, incidental, special, exemplary, or punitive damages, or lost profits or revenues, arising out of or related to this Contract, regardless of whether such damages were foreseeable, whether the breaching party was advised of the possibility of such damages, and the legal or equitable theory under which the claim is based.

In no event shall either party’s liability arising out of or related to this Contract, whether based on breach of contract, tort (including negligence), or otherwise, exceed the price allocated to the portion of the Contract under which the claim is based.

This limitation of liability clause shall not apply to liability for indemnification, breach of confidentiality, infringement or misappropriation of Intellectual Property Rights, or grossly negligent or willful acts or omissions.

28. Independent Contractor

The relationship between the parties is that of independent contractors. Nothing contained in this Contract shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither party shall represent itself as the agent or representative of the other party. Neither party shall have authority to contract for or bind the other party in any manner.

29. Assignment and Subcontracting

“Assignment” means an assignment, transfer, delegation, or subcontracting of any rights or obligations under this Contract, including in connection with a Change of Control.

“Change in Control” means (i) any transfer of all or substantially all of Seller’s assets, including but not limited to in connection with a merger, reorganization, consolidation, or acquisition; or (ii) the acquisition by any entity, directly or indirectly, of 25% or more of Seller’s outstanding voting stock.

Seller shall not enter into an Assignment without Hermeus’ prior written consent. Any purported Assignment without consent shall be void. No Assignment shall relieve Seller of any of its obligations under this Contract or prejudice any of Hermeus’ rights against Seller, whether arising before or after the Assignment. This clause does not limit Seller’s ability to purchase standard commercial products or raw materials.

30. Governing Law, Jurisdiction, and Jury Trail Waiver

This Contract shall be governed by the laws of the State of Delaware without regard to its conflict of laws rules, except that any provision incorporated from the FAR shall be governed by the federal common law of government contracts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Each party agrees that any legal action arising from or related to this Contract may be brought in the state or federal courts in the State of Georgia and submits to the nonexclusive jurisdiction of such courts for any such action.

Each party irrevocably waives any right to a jury trial to the maximum extent permitted by law.

31. Order of Precedence

Any inconsistency or conflict shall be resolved in accordance with the following descending order of precedence: (1) FAR provisions; (2) the instrument of contracting; (3) these General Purchasing Terms; (4) statements of work; and (5) other referenced or incorporated documents.

32. Order of Precedence

Any inconsistency or conflict shall be resolved in accordance with the following descending order of precedence: (1) FAR provisions; (2) the instrument of contracting; (3) these General Purchasing Terms; (4) statements of work; and (5) other referenced or incorporated documents.

33. Severability

If any term or condition of this Contract is deemed invalid, illegal, or unenforceable, it shall be severable, and the remaining terms and conditions shall remain in full force and effect.

34. Survival

All terms and conditions which by their nature or express terms should apply beyond the expiration or termination of this Contract, including but not limited to those regarding counterfeit work; last time buy; warranties; proprietary information; intellectual property; information security; indemnification; records; compliance with laws; gratuities; limitation of liability; governing law, jurisdiction, and jury trial waiver; notices; and severability, shall survive the expiration or termination of this Contract.

35. Waiver

Any waiver must be in writing and executed by the waiving party and cannot be implied from conduct.

36. Amendment

Any amendment to this Contract must be in writing and executed by both parties.

37. Entire Agreement

This Contract is the entire agreement of the parties and supersedes any prior agreements, communications, or representations regarding its subject matter.