Terms & Conditions for Broadridge Purchase Orders for Goods and Services

ACCEPTANCE/ENTIRE AGREEMENT - Each purchase order (together with any attachments thereto, whether physically attached or incorporated by reference, including, without limitation, any exhibits, specifications, drawings, notes, instructions and other information, and these Terms & Conditions (collectively, each a “Purchase Order”), constitutes the entire and exclusive agreement between the applicable Broadridge Financial Solutions, Inc. business unit (“Broadridge”) and the supplier (the “Supplier”) identified in such Purchase Order with respect to the subject matter of such Purchase Order.  Broadridge’s submission of each Purchase Order is conditioned on Supplier’s agreement that, regardless of the timing, any terms different from or in addition to the terms of such Purchase Order, whether orally communicated or contained in any purchase order confirmation, invoice, acknowledgement, release, acceptance or other written correspondence shall not form a part of such Purchase Order, even if Supplier purports to condition its acceptance of such Purchase Order on Broadridge’s agreement to such different or additional terms, without Broadridge’s prior written approval.  Supplier’s acceptance of these Terms & Conditions shall occur on the earlier of: (a) Supplier’s commencement of performance; and (b) Supplier's failure to reject any terms contained in a Purchase Order in writing within one (1) business day after Supplier's receipt of such Purchase Order.  Each Purchase Order may be revoked by Broadridge at any time prior to Supplier’s acceptance of such Purchase Order.  Upon acceptance, Supplier shall not modify or rescind any Purchase Order, except by a writing signed by Supplier and Broadridge.  Notwithstanding the foregoing, if (i) a contract number is referenced on the front side of a Purchase Order, the terms and conditions of such contract shall supersede the terms and conditions on the backside of such Purchase Order; and (ii)  a master agreement covering procurement of the goods or services described in the Purchase Order exists between Broadridge and Supplier, the terms of such master agreement shall prevail over any inconsistent terms herein.  Broadridge shall be entitled to reject any goods or services that fail to comply with their specifications.  Acceptance by Broadridge of all or part of the product(s) shall not preclude subsequent rejection, cancellation or return of same, if such product(s) are later found by Broadridge to exceed ordered quantities or to not comply with its specifications, or by reason of either patent or latent defects or breach of warranty or any default by Supplier, whenever discovered.  Failure by Broadridge to notify Supplier of a breach or non-conformity within a reasonable time after discovery of such breach shall not act as a bar to any remedy Broadridge would otherwise have.

ASSIGNMENT - Supplier shall not assign any right or interest under each Purchase Order (excepting solely for moneys due or to become due) or delegate any obligation under such Purchase Order without the prior written consent of Broadridge. Supplier shall be responsible to Broadridge for all work performed by Supplier's subcontractor(s).

BEST PRICE - If, at any time during the term of any Purchase Order, Supplier should sell to any customer other than to an affiliate or subsidiary of Supplier, material at least equal or similar in quality and volume at a price lower than that in effect under such Purchase Order, Broadridge shall pay the lower price on all deliveries of material which are made during the period when such lower price is in effect.  Upon ten (10) days’ prior written notice, Broadridge, or Broadridge's authorized representatives, may audit Suppliers' applicable books and records for the purpose of verifying Supplier's compliance with this provision. No charges shall be made for packaging, handling or cartage unless designated on a Purchase Order.

CHOICE OF LAW - Each Purchase Order and all transactions under it shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein excluding all choice of laws rules and excluding the Convention for the International Sale of Goods.  In all disputes between the parties arising under such Purchase Order, Supplier agrees to submit to the exclusive jurisdiction and venue of the Courts of the province of Ontario and irrevocably waives any claim it may have that any proceedings brought in such courts have been brought in an inconvenient forum.

COMPLIANCE WITH LAWS - Supplier and all persons furnished by Supplier shall comply at their own expense with all applicable laws, ordinances, regulations and codes, including the identification and procurement of required permits, certificates, licenses, insurance, approvals and inspections in performance under each Purchase Order.

FORCE MAJEURE - Neither party shall be held responsible for any delay or failure in performance of any part of any Purchase Order to the extent such delay or failure is caused by fire, flood, strike, civil, governmental or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or non-performing party or its subcontractors.  Supplier's liability for loss or damage to Broadridge's material in Supplier's possession or control shall not be modified by this clause.  When a party's delay or nonperformance under this clause continues for a period of at least fifteen (15) days, the other party may terminate, at no charge, the applicable Purchase Order.

GRATUITIES - Supplier represents, warrants and covenants that it has not provided or otherwise made available, and will not provide or otherwise make available, either directly or indirectly, to any officer, director or employee of Broadridge, its divisions and subsidiaries, any monies, gifts, funds or other benefits of any kind or nature.

HEAVY METALS AND/OR CFC IN PACKAGING - Supplier warrants to Broadridge that no lead, cadmium, mercury or hexavalent chromium have been intentionally added to any packaging or packaging component (as defined under applicable laws) to be provided to Broadridge under each applicable Purchase Order and that packaging materials were not manufactured using and do not contain chlorofluorocarbons. Supplier further warrants to Broadridge that the sum of the concentration levels of lead, cadmium, mercury and hexavalent chromium in the package or packaging component provided to Broadridge under each applicable Purchase Order does not exceed 100 parts per million. Upon request, Supplier shall provide to Broadridge Certificates of Compliance certifying that the packaging and/or packaging components provided under each applicable Purchase Order are in compliance with the requirements set forth above in this clause.

IDENTIFICATION/PUBLICITY - Supplier shall not, without Broadridge's prior written consent, engage in publicity related to any Purchase Order, or make public use of any Identification in any circumstances related to such Purchase Order. “Identification” means any semblance of any trade name, trademark, service mark, insignia, symbol, logo or any other designation or drawing of Broadridge or its affiliates.  Supplier shall remove or obliterate any Identification prior to any use or disposition or any material rejected or not purchased by Broadridge.

INDEMNITY - At Broadridge's request, Supplier agrees to indemnify, defend and hold harmless Broadridge, its affiliates and their respective customers, officers, directors, employees, successors and assigns (all referred to as the “Broadridge Indemnitees”) from and against any losses, damages, claims, fines, penalties and expenses (including reasonable attorney's fees) that arise out of or result from: (1) injuries or death to persons or damage to property, including theft, in any way arising out of or caused or alleged to have been caused by the work or services performed by, or material provided by Supplier or persons furnished by Supplier; (2) assertions under Workers' Compensation or similar acts made by persons furnished by Supplier, or (3) any failure of Supplier to perform its obligations under this Agreement.

INFRINGEMENT - Supplier shall indemnify and save harmless the Broadridge Indemnitees from and against any and all losses, damages, demands, claims, actions, liabilities, fines, penalties, expenses and related expenses (including reasonable attorneys' fees) asserted against or incurred by the Broadridge Indemnitees that arise out of or result from any and all claims of infringement related to each Purchase Order of any patent, copyright, trademark or trade secret right, or other intellectual property right, private right, or any other proprietary or personal interest.

INSURANCE - Supplier shall maintain and cause Supplier's subcontractors to maintain during the term of each Purchase Order: (1) Workers' Compensation Insurance as prescribed by the law of the state or nation in which the work is performed; (2) employer's liability insurance with limits of at least US$500,000 for each occurrence; (3) automobile liability insurance if the use of motor vehicles is required, with limits of at least US$1,000,000 combined single limit for bodily injury and property damage per occurrence; (4) Commercial General Liability (“CGL”) Insurance and ISO 1988 or later occurrence form of insurance including Blanket Contractual Liability and Broad Form Property Damage, with limits of at least US$1,000,000 combined single limit for bodily injury and property damage per occurrence; and (5) if the furnishing to Broadridge (by sale or otherwise) of material or construction services is involved, CGL Insurance endorsed to include products liability and completed operations coverage in the amount of US$5,000,000 per occurrence. All CGL insurance and automobile liability insurance shall designate Broadridge, its affiliates, and its' directors, officers and employees as additional insured with respect to liability because of bodily injury or property damage arising out of Supplier's products or services. If Supplier is performing software development or similar services, then the Supplier shall maintain the following additional coverages: (1) Employee Dishonesty/Crime coverage for losses arising out of or in connection with any fraudulent acts committed by the employees, contractors or subcontractors of Supplier with a minimum limit of US$2,000,000 per occurrence and (2) Professional Liability (Errors & Omissions) coverage with a minimum limit of US$5,000,000 per occurrence that will be maintained for a period of three years after termination of each Purchase Order.

All such insurance must be primary and non-contributory and required to respond and pay prior to any other insurance or self-insurance available.  Any other insurance coverage available to Broadridge is excess over any other primary insurance available to Supplier.  Supplier agrees that Supplier, Supplier's insurer(s) and anyone claiming by, through, under, or on Supplier's behalf shall have no claim, right of action or right of subrogation against Broadridge and its customers based on any loss or liability insured against under the foregoing insurance.  Supplier and Supplier's subcontractors shall furnish prior to the start of work certificates or adequate proof of the foregoing insurance, including if specifically requested by Broadridge, endorsements and policies.  Broadridge shall be notified in writing at least thirty (30) days prior to cancellation of or any change in the policy.  Insurance companies providing coverage under any Purchase Order must be rated by A M Best with at least an A- rating.

INVOICING FOR GOODS - Supplier shall: (1) render an original invoice, or an invoice as otherwise specified in any Purchase Order, which sets forth the applicable Purchase Order and order number; (2) render separate invoices for each shipment within twenty-four (24) hours after shipment; and (3) mail invoices with copies of bills of lading and shipping notices to the address shown on the applicable Purchase Order. If prepayment of transportation charges is authorized, Supplier shall include the transportation charges from the FOB point to the destination as a separate item on the invoice stating the name of the carrier used.

OWNERSHIP AND RIGHTS/CONFIDENTIALITY - Supplier agrees to assign, and hereby assigns, to Broadridge, on an exclusive and worldwide basis, the entire right, title and interest in and to all data, programs, equipment, specifications, documentation, designs, sketches, drawings, blueprints, flow charts, models, tools, dies, molds, fixtures, special appliances and any other property and other information, including, without limitation, any and all patent, copyright, trade secret or other proprietary rights related thereto (collectively, the “Proprietary Property”), made, prepared created, conceived, invented, developed, discovered or reduced to practice by Supplier for Broadridge.  The Proprietary Property will become Broadridge's sole and absolute property, and Supplier shall have no rights thereto. Supplier agrees to sign, at Broadridge's expense, any and all documents and to perform such acts as may be necessary or useful for the purpose of securing to Broadridge patent, copyright, trade secret or other proprietary protection throughout the world relating to the Proprietary Property.  Suppliers and its employees and agents will treat as confidential: (1) all information, data and equipment, of whatsoever nature, relating to Broadridge (including but not limited to Broadridge's operations, policies, procedures, techniques, accounts, personnel and customers) or used by Broadridge in carrying out its business; (2) information, data and equipment which is proprietary to a third party and which Broadridge is obligated to treat as confidential obtained by Supplier, its employees or agents in connection with the performance of Supplier's obligations under each Purchase Order and (3) all Proprietary Property. Supplier agrees to inform its employees and agents, as needed of the above confidentiality requirements.

PAYMENT TERMS - Invoices shall be paid in accordance with the terms of each Purchase Order; if no terms are indicated in such Purchase Order, Broadridge shall make payment within sixty (60) days after acceptance of the product(s) and invoice to Broadridge. Due dates for payment shall be computed from the date of receipt of invoices by Broadridge.

PLANT RULES - Supplier shall become acquainted with and comply with, Broadridge's workplace rules and conditions, including those governing the delivery, receipt and storage of materials at the site of the work so that Supplier will not interfere with Broadridge's operations. Supplier shall be expected to select, uncrate, remove and transport materials from the storage areas provided. Broadridge is not responsible for the safekeeping of Supplier's property on Broadridge premises. Supplier shall not stop, delay or interfere with Broadridge's work schedule without the prior written approval of an authorized Broadridge representative. Supplier shall provide and maintain sufficient covering and take any other precautions necessary to protect Broadridge's stock, equipment, and other property from damage due to Supplier's performance of work.

SECURITY - Supplier shall become acquainted with, and comply with, the Broadridge's rules and conditions concerning security as those shall be in effect from time to time. In particular, persons furnished by Supplier to perform services for Broadridge may be required to undergo background checks pursuant to the Broadridge's policies. In addition, any persons furnished by Supplier who are provided access to the Broadridge's electronic-communications systems will be required to review, acknowledge, and comply with the Broadridge's electronic security polices.

SHIPPING/ADVANCE MANUFACTURE - Supplier shall: (1) ship the material covered by each applicable Purchase Order complete unless instructed otherwise; (2) ship to the destination designated in such Puchase Order; (3) ship according to routing instructions given by Broadridge; (4) place a copy of such Purchase Order and order number on all subordinate documents; (5) enclose a packing memorandum with each shipment and, when more than one package is shipped, identify the package containing the memorandum; and (6) mark such Purchase Order and order number on all packages and shipping papers. Adequate protective packing shall be furnished at no additional charge. Shipping and routing instructions may be furnished or altered by Broadridge without a writing. If Supplier does not comply with the terms of the FOB clause in any Purchase Order or with Broadridge's shipping or routing instructions, Supplier authorizes Broadridge to deduct from any invoice of Supplier (or to charge back to Supplier) any increased costs incurred by Broadridge as a result of Supplier's noncompliance. Broadridge reserves the right to cancel any Purchase Order or any portion thereof, to return any product(s) previously accepted or to procure the ordered product(s) from another supplier and charge Supplier any difference in price resulting therefrom, if delivery is not made when and as specified therein, time being of the essence. Supplier shall not manufacture in advance of Supplier's normal flow times or deliver in advance of the schedule set forth in any Purchase Order without Broadridge's prior written permission.  Broadridge reserves the right to return, shipping charges collect, all items received at Broadridge's plant in advance of the schedule set forth in each applicable Purchase Order. Delivery of product(s) shall not be complete until Broadridge receives all items purchased under each applicable Purchase Order.

SOFTWARE LICENSE GRANT - Broadridge shall have a worldwide, non-exclusive, royalty-free, perpetual, transferable license to use, reproduce and sublicense all software furnished to Broadridge by Supplier hereunder.

SUPPLIER'S INFORMATION - Supplier shall not provide under, or have provided in contemplation of, each Purchase Order any idea, data, program, technical business or other intangible information, however conveyed, or any document print, tape, disc, semiconductor memory or other information-conveying tangible article, unless Supplier has the right to do so, and Supplier shall not view any of the foregoing as confidential or proprietary.

TAXES - Broadridge shall reimburse Supplier only for the following tax payments with respect to transactions hereunder, unless Broadridge advises Supplier that an exemption applies; provincial and local sales and use taxes, as applicable. Taxes payable by Broadridge shall be billed as separate items on Supplier's invoices and shall not be included in Supplier's prices. Broadridge shall have the right to have Supplier contest any such taxes that Broadridge deems improperly levied at Broadridge's expense and subject to Broadridge's direction and control.

TITLE AND RISK OF LOSS - Title and risk of loss and damage to material purchased by Broadridge hereunder shall vest in Broadridge when the material has been delivered to Broadridge as the FOB point.

WARRANTY - Supplier warrants to Broadridge and its customers that material furnished will be new, merchantable, free from defects in design, material and workmanship, will be fit for the particular purpose intended by Broadridge, and will conform to and perform in accordance with the specifications, drawings and samples.  These warranties extend to the future performance of the material and shall continue for the longer of (a) the warranty period applicable to Broadridge's sales to its customers of the material or of products which incorporate the material, (b) one year after the material is accepted by Broadridge or (c) such greater period as may be specified elsewhere herein. Supplier also warrants to Broadridge and its customers that services will be performed in a first class, workmanlike manner. If material furnished contains manufacturers' warranties, Supplier hereby assigns such warranties to Broadridge and its customers. All warranties shall survive inspection, acceptance and payment. Material or services not meeting the warranties will be, at Broadridge's option, returned for or subject to refund, repaired, replaced or reperformed by Supplier at no cost to Broadridge or its customers and with transportation costs and risk of loss and damage in transit borne by Supplier. Repaired and replacement material shall be warranted as set forth above in this clause.

The following clauses also apply when services are ordered:

CHANGES - Broadridge may at any time during the progress of work performed by Supplier require additions, deductions or deviations (all hereinafter referred to as a “Change”) from such work. No Change shall be considered as an addition, alteration or deduction from the work nor shall Supplier be entitled to any compensation for work done pursuant to or in contemplation of a Change, unless made pursuant to a written “Change Order” issued by Broadridge.

INVOICING FOR SERVICES - Supplier's invoices shall be rendered upon completion of the applicable work and shall be payable when such work has been performed to the satisfaction of Broadridge. All work shall be delivered free from all claims, liens, and changes whatsoever. Broadridge reserves the right to require, before making payment, proof that all parties furnishing labor and materials for any work have been paid.

SUPPLIER'S EMPLOYEES AND SUBCONTRACTORS - Supplier shall not delegate or subcontract any work or other obligation hereunder without the prior written consent of Broadridge. If any work is dependent on work done by others, Supplier shall inspect and promptly report to Broadridge's authorized representative any defect that renders such other work unsuitable for Supplier's proper performance. All persons furnished by Supplier shall be considered solely Supplier's employees or agents, and Supplier shall be responsible for payment of all unemployment, social security and other payroll taxes, including contributions when required by law.

TOOLS AND EQUIPMENT - Unless otherwise specifically provided in any Purchase Order, Supplier shall provide all labor, tools and equipment (the “Tools”) for performance under all applicable Purchase Orders. Should Supplier actually use any tools owned or rented by Broadridge, Supplier acknowledges that Supplier accepts the tools “as is”, “where is” and that Supplier shall have risk of loss and damage to such tools.  Supplier agrees not to remove the tools from Broadridge's or its customer's premises, to use tools only for the work, and to return the tools to Broadridge upon completion of use, or at such earlier time as Broadridge may request, in the same condition as when received by Supplier, reasonable wear and tear excepted.

TERMINATION - Broadridge may at any time terminate any Purchase Order, in whole or in part, by written notice to Supplier. In such case, Broadridge's liability shall be limited to payment of the amount due for work performed up to and including the date of termination.

Updated 9/18/13