Supply Terms & Conditions
SUPPLY TERMS AND CONDITIONS
THESE SUPPLY TERMS AND CONDITIONS (“AGREEMENT“) APPLY TO THE PURCHASE ORDER (“PO“) TO WHICH IT IS ATTACHED OR REFERENCED. IN THE EVENT THAT THE PARTIES SIGNED A SEPARATE AGREEMENT IN CONNECTION WITH THE MATTER HEREOF, SUCH SEPARATE AGREEMENT SHALL PREVAIL. THE PO IS HEREBY INCORPORATED INTO, AND MADE A PART OF, THIS AGREEMENT (OR ANY SEPARATE AGREEMENT, AS APPLICABLE) BY REFERENCE.
1. GENERAL
This Agreement sets forth the terms and conditions pursuant to which the supplier or seller specified in the PO (the “Supplier“) shall sell and deliver the materials, components, services, and/or products specified in the PO (collectively, the “Products“) to the Innoviz entity specified in the PO (“Innoviz“). Innoviz and the Supplier are hereinafter individually referred to as a “Party” and collectively as the “Parties“. If the Innoviz entity is not Innoviz Technologies Ltd., then Innoviz Technologies Ltd. shall be deemed an intended third party
beneficiary under this Agreement.
This Agreement represents the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, whether oral or written, with respect thereto. In entering into this Agreement, neither Party is relying on any statement or representation not expressly stated herein. Section headings are for convenience of reading only. This Agreement may be executed in counterparts. No supplement, modification or amendment to this Agreement will be binding
unless expressly agreed to in writing signed by both Parties. Except as expressly provided otherwise in this Agreement, each Party shall perform under this Agreement at its own cost and expense.
2. PURCHASE
2.1. Acceptance. POs shall be deemed accepted by Supplier and become valid, if no reply (acceptance or rejection) is received by Innoviz within three (3) business days from the date of issuance. Furthermore, any terms or conditions (whether printed, hyperlinked, or otherwise) in any confirmation writing, invoice, or other instrument issued by Supplier, which purport to modify, supplement or amend this Agreement (or the PO), shall be void and of no effect.
2.2. Precedence. To the extent of any conflict or inconsistency between the PO and the main body of this Agreement, the latter shall prevail (except in respect of pricing and payment terms and/or in cases where the PO expressly overrides a provision of this Agreement).
2.3. Timely Shipping. Products shall be shipped on the exact shipment date specified in the PO (or otherwise agreed in writing by Innoviz) so to allow sufficient Lead Time for delivery to final destination. Early or partial deliveries shall require Innoviz’s prior written consent. Time is of the essence with respect to delivery of Products ordered under a PO.
2.4. Packing. All packaging, marking and delivery must comply with Innoviz’s written instructions. A packing list and a copy of the invoice must be attached to the Products supplied to Innoviz’s warehouse. Each Product shall be shipped with its corresponding Documentation, and the Documentation must include the Specifications. “Documentation” means data sheets, guides, manuals, and similar documentation relating to the Product. “Specifications” means the functional and/or technical specifications of the Product.
2.5. Lead Time. The Products shall be delivered to the designated delivery location at the lead time agreed in the PO, unless subsequently specified in writing by Innoviz (the “Lead Time”). Innoviz shall be entitled to specify a delivery location different from Innoviz’s location.
3. TITLE AND DELIVERY; INSURANCE
3.1. Risk of Loss; Title. Unless the PO states otherwise, all Products will be shipped EX WORKS (Incoterms 2020) to the delivery address specified on the PO. Unless specific instructions to the contrary are supplied by Innoviz, Supplier will select the carrier. Risk of loss of, and damage to, the Products (including, but not limited to, any repaired or replacement Products) shall pass to Innoviz upon Innoviz’s receipt of the Products at the delivery address, as shall title to the Products. Nothing in this Agreement shall affect or limit (or be construed to affect or limit) how Innoviz may use, distribute, or commercialize the Products.
3.2. Innoviz-Provided Materials. In connection with the manufacturing of the Product, Innoviz or any of its corporate subsidiaries or affiliates (“Affiliates“) may make available to Supplier:
(a) certain technical information and material, such as know-how, show-how, designs, drawings, models, specifications, formulas, methods, processes, architecture, BOM, and lab records (collectively, “Manufacturing Information“); and/or (b) certain equipment, tools and other components, which are hereby expressly agreed to be delivered to Supplier on a consignment basis, and are to be used by Supplier solely for the purpose of performing its obligations under this Agreement (collectively, “Consigned Materials“). All Manufacturing Information, regardless of media or form, shall be deemed Confidential Information of Innoviz, and notw ithstanding anything in this Agreement to the contrary, Supplier shall not disclose or otherwise make available any Manufacturing Information to any third party. As between the Parties, Innoviz retains sole and exclusive ownership of all right, title and interest (including without limitation all Intellectual Property Rights) in and to the Manufacturing Information and Consigned Materials.
4. PRICES AND PAYMENT TERMS
4.1. Pricing. Pricing for the Products are as indicated on the PO. Payment of the Product prices represents the sole compensation to which Supplier is entitled in connection with this Agreement.
4.2. Taxes. All prices set forth in this Agreement are net of all taxes, customs, duties, and all other governmental charges (collectively, “Taxes“), and Innoviz shall bear sales or value added taxes required by applicable law (if any) and invoiced by Supplier. Supplier acknowledges and agrees that it has the sole responsibility to pay any and all Taxes due on amount received by it from Innoviz or any third party. Any tax which Innoviz is required by law to pay or withhold on behalf of Supplier with respect to any amounts payable to Supplier under this Agreement, may be deducted from the amount of payment, provided, however, that in regard to any such deduction, Innoviz shall give to Supplier such assistance as may be necessary to enable or assist Supplier to claim exemption therefrom, or credit therefor, and shall upon request furnish to Supplier such certificates and other evidence of deduction and payment thereof as Supplier may properly require. It is being further clarified that Supplier shall also bear its bank fees.
4.3. Currency. Unless otherwise expressly agreed in writing (or in the PO), payments for the Products shall be made in U.S. Dollars through wire transfer and are due in accordance with the PO. Unless otherwise stated in the PO, Innoviz will pay Supplier for all undisputed amounts within sixty (60) days following the end of the month during which a tax invoice was approved by Innoviz.
4.4. Invoicing and Payment. Invoices may be issued no earlier than the shipment date of the last of the Products of the PO to be shipped, but, in any event, invoices shall be submitted no later than one-hundred and eighty (180) days following the first shipment date. Original invoices shall be submitted with shipment of the last Product to appear in the PO and shall include PO number. Unless the PO specifies a later date or longer period, Innoviz shall pay any such invoice (to the extent undisputed) within 60 days after the end of the month in which Innoviz receives the invoice; provided, however, that Innoviz may delay payment in any of the following events: (a) in the event of a Security Incident, pending resolution of such Security Incident; and (b) in the event of any suspected fraud; (c) in the event Innoviz receives instruction to make payment to a new or different bank account, pending verification of such instruction. Innoviz shall be entitled to deduct from and set off against amounts due to Supplier hereunder, any amounts that: (a)Supplier is required to pay or return to Innoviz pursuant to this Agreement, any other agreement, any law, or otherwise; and/or (b) Innoviz may have overpaid to Supplier in prior periods or invoices.
4.5. Suspended Performance. If Supplier suspends performance of this Agreement or if Innoviz reasonably believes that: (i) Supplier is not making signi ficant progress, or (ii) Supplier may default, breach or otherwise fail to comply with the provisions of this Agreement, then, Innoviz may withhold any progress payment which may be due Supplier.
4.6. Payment Not Acceptance. Any payment made to Supplier prior to final acceptance of the Products shall not be construed as evidence or acknowledgment of Innoviz’s acceptance of any part of the Products.
4.7. Liquidated Damage. Should the Supplier, for reasons attributable to it and/or its subcontractors, fail to meet a Lead Time under the PO, Innoviz shall be entitled to receive, as a liquidated damage, an amount equal to one percent (1%) of the total PO value for each day of delay. The foregoing liquidated damage shall be limited to a maximum of thirty percent (30%) of the total value of the PO.
5. QUALITY ASSURANCE; INSPECTION; ACCEPTANCE TESTING
5.1. Quality Assurance; Inspection. Supplier must meet all of the obligations listed in Appendix 2 (Quality Assurance Requirements). Without derogating from Innoviz’s rights to performance acceptance testing pursuant to Section 5.2 below, Innoviz may, in accordance with Appendix 2 (Quality Assurance Requirements), inspect all Products and the manufacturing thereof, including the relevant quality assurance system, at the premises of Supplier and its sub-subcontractors, at reasonable times before, during, and after manufacture thereof.
5.2. Acceptance Testing. Any Product furnished by Supplier shall be subject to acceptance testing, as follows. Commencing upon receipt (or, if applicable, installation) of such Product, Innoviz shall have a period of forty-five (45) days (the “Acceptance Period“) to verify that such Product conforms and operates according to the Specifications (including, without limitation, the quality, operating conditions and performance requirements described in the Specifications). The Product shall be deemed to have been accepted (“Accepted” and “Acceptance“, respectively) upon expiration of the Acceptance Period, unless Innoviz during such period has notified Supplier of any fai lure of such Product to conform and operate as aforesaid, which notice may be in either oral or written form. Any such notification shall include the reason(s) for rejection. Upon Innoviz’s issuance of a rejection notice under this provision, Innoviz may, at its option:
(a) At Supplier’s cost and expense, return such Product to Supplier for repair or replacement (repair or replacement to be at Innoviz’s option), in which case Supplier shall deliver (and reinstall if necessary) the repaired or replacement Product to Innoviz within ten (10) business days of Supplier’s receipt of the rejected Product. Upon Innoviz’s receipt of such repaired or replacement Product (or upon installation thereof, if applicable), a new Acceptance Period shall begin and the acceptance process set forth above shall be repeated;
(b) Require that Supplier perform any commercially reasonable repair or replacement of such Product on-site at Innoviz’s (or the destination) facilities (repair or replacement to be at Innoviz’s option), in which case Supplier shall repair or replace such Product within ten (10 ) business days of Supplier’s receipt of the rejection notice. Upon Supplier’s completion of such on-site repair or replacement of such Product, a new Acceptance Period shall begin and the acceptance process set forth above shall be repeated; or
(c) At Supplier’s cost and expense, return such Product to Supplier, in which case Innoviz shall be entitled to a refund of all amounts paid for such Product.
5.3. Non-Derogation of Warranties. Any inspection, testing, and Acceptance of Products shall not derogate from Supplier’s representations and warranties under Section 66 (Warranties), or otherwise alter or relieve Supplier of its obligations and liabilities under this Agreement.
6. WARRANTIES
6.1. Warranties. Supplier hereby represents and warrants that:
(a) each Product delivered hereunder will be new, not remanufactured or refurbished, as well as merchantable and free and clear of all liens, encumbrances, security interests or similar claims;
(b) for the period specified as the “Warranty Period” in the PO (and in the absence of such specification, it shall be deemed tw enty four (24) months), beginning on the date of receipt of the Product by Innoviz (the “Warranty Period”), the Product will conform and operate according to the Specifications (including, without limitation, the quality, operating conditions and performance requirements described in the Specifications), and will be free from defects in materials, design and workmanship (the “Performance Warranty“);
(c) the Documentation is complete and accurate;
(d) the Products are safe for any use that is consistent with the Specifications or that is reasonably foreseeable;
(e) the Products and the use thereof, as well as the sale, offer for sale, use, or importation thereof, does (and shall not) not infringe or misappropriate any patent, copyright, trademark, trade secret or other Intellectual Property Right of any third party;
(f) the Products will not cause any technology (or other intellectual property or technology) contained within any Innoviz produc t (or otherwise offered by Innoviz with an Innoviz product) to become subject to any license obligations or other Intellectual Property Rights restrictions of any third party, including any obligations that require attribution or that such technology (or intellectual property) be licensed for the purpose of making derivative works or be redistributed in source code form or free of charge; and
(g) any services provided by Supplier under this Agreement will be performed in a professional and workmanlike manner and will be consistent with the best industry standards applicable to such services.
6.2. Warranty Remedies. In the event of a breach of any of the foregoing representations and warranties, Supplier shall, at Innoviz’s option, promp tly repair or replace the defective Product to render it fully compliant with such representations and warranties, and shall pay Innoviz all incidental damages arising from such breach. Supplier shall bear the shipping and handling cost and expense of shipping the defective Product back from Innoviz to Supplier, and back again from Supplier to Innoviz, and shall bear risk of
damage and loss of the Product while in transit. If Supplier is unable or fails to repair or replace the defective Product as aforesaid within a reasonable period of time (but not more than 15 days), Innoviz may, at its option:
(a) Extend the period to remedy the defective Product, provided, however, that if Supplier does not remedy the defective Product within such extended period of time, Innoviz shall be entitled to avail itself of the remedies set forth below; or
(b) At Supplier’s cost and expense, return such Product to Supplier, in which case Innoviz shall be entitled to a refund of all amounts paid for such Product, as well as cancel any undelivered portion of the PO under this Agreement.
6.3. Replacement Warranty Period. Replacement or repaired Products shall be warranted on the same terms and conditions as set forth in this Section 66 (Warranties), and shall have a Warranty Period of one (1) year from the date of its receipt by Innoviz, or up to the end of the original Warranty Period, whichever is longer.
6.4. Pass-Through Warranties. To the extent that the Products incorporate or include components or parts manufactured by third parties, Supplier hereby assigns and passes through to Innoviz all express and implied warranties and guarantees from such third parties.
6.5. Epidemic Failure. In the event of an Epidemic Failure (defined below), Supplier shall, at its own cost and expense, repair or replace (repair or replacement to be at Innoviz’s option) all the affected Products in accordance with the procedures set forth in this Section, regardless of whether the applicable Warranty Period has expired. The repair or replacement shall be done at mutually agreed-upon location(s). All shipping and handling cost and expense in connection therewith shall be borne by Supplier.
For the purposes of this Agreement “Epidemic Failure” shall mean the occurrence of a malfunction, error or other defect in an Innoviz product incorporating a Product (the “Innoviz Product“), whether experienced in test or in the field, in two percent (2%) or more of all uni ts of such Innoviz Product received by Innoviz (from its manufacturer) in a single batch, when the root cause of such malfunction, error or defect is, as Innoviz determines in good faith, the Product . Alternatively, an Epidemic Failure may be
declared as such, upon the mutual written consent of the Parties.
7. CONFIDENTIALITY
7.1. General. Each party (the “Recipient“) may have access to certain non-public or proprietary information and materials of the other party (the “Discloser“), whether in tangible or intangible form (“Confidential Information“). As between the parties, all Confidential Information shall remain the sole and exclusive property of the Discloser. Confidential Information shall not include information and material which: (a) at the time of disclosure by Discloser to Recipient hereunder, is in the public domain; (b) after disclosure by Discloser to Recipient hereunder, becomes part of the public domain through no fault of the Recipient; (c) was rightfully in the Recipient’s possession at the time of disclosure by the Discloser hereunder, and which is not subject to prior continuing obligations of confidentiality; (d) is rightfully disclosed to the Recipient by a third party having the lawful right to do so; or (e) independently developed by the Recipient without use of, or reliance upon, Confidential Information received from the Discloser. The Recipient shall not disclose the Discloser’s Confidential Information to any third party, except to its employees, advisers, partners and investors, subject to substantially similar written confidentiality undertakings. Recipient shall take commercially reasonable measures, at a level at least as protective as those taken to protect its own Confidential Information of like nature (but in no event less than a reasonable level), to protect the Discloser’s Confidential Information within its possession or control, from disclosure to a third party. The Recipient shall use the Discloser’s Confidential Information solely for the purpose of performing under this Agreement. In the event that Recipient is required to disclose Confidential Information of the Discloser pursuant to any law or judicial or governmental order, the Recipient will (i) promptly notify Discloser in writing of such law or order, (b) reasonably cooperate with Discloser in opposing such disclosure, (c) only disclose to extent required by such law or order (as the case may be). Supplier acknowledges that unauthorized disclosure or use of Innoviz’s Confidential Information will cause irreparable harm and significant injury to Innoviz that may be difficult to ascertain; accordingly, Supplier agrees that Innoviz, without prejudice to any other right or remedy that it may have available to it at law or in equity, will have the right to seek and obtain immediate equitable relief to enforce the rights and obligations contained herein, without the necessity of proving actual damages, posting bond, or making any
undertaking in connection therewith.
7.2. Innoviz as a Public Company. Supplier acknowledges that Innoviz is a publicly traded company, and (i) agrees that, as a public company, Innoviz may be obliged, as part of certain disclosure rules, to disclose the existence of this Agreement and certain of its general terms and conditions and agrees that Innoviz may do so without Supplier’s prior
consent, and (ii) shall adhere with all Innoviz’s policies associated thereto, and further comply with all applicable securities laws. Supplier further acknowledges that Innoviz may make available to Supplier certain information (financial, commercial or other) or Confidential Information that contains material, non-public information (“MNPI”) regarding Innoviz. Supplier acknowledges that United States securities laws prohibit any persons who have MNPI regarding a company from purchasing or selling securities
of such company or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information. Supplier further undertakes and agrees to procure that it, and/or any of its affiliates, employees, representatives or anyone on its behalf, shall not utilize such information in a way which may be considered “inside trading” or in any way which may be considered a violation of the securities laws applicable to Innoviz. The undertakings hereunder shall be binding upon Supplier and its respective affiliates, subsidiaries or successors and shall survive the termination of this Agreement.
7.3. Security. Supplier shall comply with the following: (a) secure Innoviz’ Data, the Deliverables, and any part thereof against Security Incidents; (b) ensure that it applies state-of-theart security related technical and organizational measures to protect Innoviz’ Data; (b) ensure that none of the systems on which Innoviz’ Data is stored or otherwise processed, or any of the Deliverables contain any embedded Software (as this term defined further herein) which might potentially cause damage (e.g. viruses, worms or trojan horses) contained within driver software or firmware.
At the occurrence of a Security Incident or suspicion of the same, Supplier shall: (a) immediately notify Innoviz in writing of any Security Incident at cybersecurity@innoviztech. com, and coordinate with Innoviz to investigate, and mitigate the effects of, the Security Incident; (b) support Innoviz in the recovery of Innoviz’ Data; (c) indemnify and
hold harmless Innoviz and its Affiliates for any direct loss, damage, penalty, fine, cost, expense (including reasonable attorney’s fees), and/or other liability arising from the Security Incident.
“Innoviz Data” means any data which is provided to Supplier (or that Supplier is granted access to) by Innoviz itself or via a commissioned third party in connection with this Agreement. Such Data includes without limitation: (a) private information of natural persons such as name, company, address, telephone number, e-mail address etc.; and/or (b) relates to items which were created, collected by or provided to Innoviz and are owned by or in the possession of Innoviz; and/or (c) Innoviz’ Confidential Information or Confidential Information of its end customers, suppliers or any other third party, including any Intellectual Property (background IP, foreground IP as well as any IP generated or developed as part of the project to which this Agreement relates); and/or (d) any results or derivative works from processing of Innoviz’ Data, including Software (regardless of whether in source code or object code) or otherwise.
“Security Incident” means a single or a series of unwanted or unexpected security events (whether electronic, administrative, or technical) that compromise (or have a probability of compromising) the security or confidentiality of any Innoviz Data or other data within Supplier’s possession or control.
8. REPRESENTATIONS AND WARRANTIES
The Supplier hereby represents and warrants to Innoviz that: (a) Supplier has the skill, expertise, experience, qualification, knowledge and ability required to supply the Products and fulfill its obligations hereunder to the highest industry standard and in compliance with all applicable laws; (b) Supplier is not prevented or barred, in any way, from entering this Agreement and supplying the Products hereunder, and such performance shall not conflict or cause the breach of any agreement, undertaking or law to which Supplier is subject or bound and any confidentiality or non-competition agreement, and does not require for that matter the consent of any person or entity; (c) Supplier has obtained, and will maintain, any and all authorizations, approvals, licenses, certifications, permits, and/or consents required under applicable law to perform under this Agreement; (d) Supplier will notify Innoviz immediately regarding any matter in which Supplier has a personal interest and which may potentially create a conflict of interest between the Supplier and its performance hereunder; (e) Supplier will comply with Innoviz’s Code of Conduct and Ethics available under the current https://innoviz.tech/codeof-conduct-for-suppliers, as may be amended from time to time; (f) Supplier has all requisite corporate power and authority to execute this Agreement and to carry out its obligations hereunder; and (g) this Agreement constitutes a valid and legally binding obligation of Supplier enforceable in accordance with its terms.
9. EXPIRATION AND SURVIVAL
9.1. This Agreement automatically expires upon full performance by both Parties under the PO. Expiration of this Agreement shall not affect any rights or obligations that accrued as of the effective date of expiration. Any provision that by its nature, or to fulfill its purpose, ought to survive expiration, shall so survive.
10. INDEMNITY
Supplier shall indemnify, defend and hold harmless Innoviz, its Affiliates, and their respective directors, officers, shareholders, employees, agents and representatives, successors, and assigns (each, an “Indemnitee”) from and against any and all claims, actions, suits, proceedings, losses, liabilities, penalties, damages, costs and expenses (including attorneys’ fees and disbursements) of any kind whatsoever arising from:
(a) personal injury to, or death of, any and all individuals (including, without limitation, members of the general public) arising out of or connected in any manner with any defect in a Product or Supplier’s failure to warn Innoviz about a Product, or otherwise from Supplier’s negligence or willful misconduct;
(b) damage to, and/or loss or destruction of, property (including, without limitation, to property of Innoviz or Supplier arising out of or connected in any manner with any defect in a Product or Supplier’s failure to warn Innoviz about a Product, or otherwise from Supplier’s negligence or willful misconduct; and/or
(c) the actual or alleged infringement or misappropriation by a Product of any Intellectual Property Right.
The above indemnities under paragraphs (a) and (b) above shall not apply to the extent that injuries, death, loss, damage or destruction is caused by the willful misconduct of Innoviz or Innoviz’s sole and gross negligence.
11. INTELLECTUAL PROPERTY
11.1. Supplier hereby grants to each of Innoviz and its Affiliates a non-exclusive, perpetual, irrevocable, royalty–free, paid-up, worldwide, sublicensable license to use, copy, make (and have made), import, distribute, sell (and offer for sale), and otherwise commercially exploit all Product -embedded software, and related modules, updates, upgrades, patches (“Software”), as well as any other intellectual property incorporated or embodied within a Product, solely as so embedded, incorporated or embodied.
11.2. The following provisions shall apply in respect of any Products that were designed and/or manufactured (in whole or in part) based on Innoviz’s designs, specifications and/or instructions (collectively, “Innoviz Designs”), as well as any piece of equipment, tooling, molds, jigs or other item necessary for the assembly, manufacturing, or other production of such Products (whether developed by Supplier solely or jointly with Innoviz or any third party, and whether or not based on any Innoviz designs, specifications
and/or instructions) (collectively, “Tooling”):
(a) Innoviz shall exclusively own all rights, title, and interest (including, but not limited to, all Intellectual Property Rights) in and to the Products and the Tooling, and the Products and Tooling are to be considered “works made for hire” (or any similar doctrine under applicable law) and Innoviz is to be the “author” (or any similar term under applicable law) of such Products and Tooling. Without limiting the foregoing, all Intellectual Property Rights in and to any technology, work of authorship, invention,
know-how, discovery, database, and/or other intellectual property pertaining to or in connection with the Products, the Tooling, and/or any services authored, invented, or otherwise developed by Supplier, either solely or jointly with others, shall be owned exclusively by (and are hereby irrevocably assigned to) Innoviz upon their authorship, invention, or development, and Supplier hereby irrevocably disclaims any ownership of such Intellectual Property Rights. “Intellectual Property Rights” means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered) in and to any technology, works of authorship, inventions, know-how, discoveries, databases, or other intellectual property, and includes without limitation patents, copyright and similar authorship rights, personal rights (such as moral rights, rights of privacy, and publicity rights), architectural, building and location (and similar geography-based) rights, topography and semiconductor mask work rights, trade secret and similar confidentiality rights, design rights, industrial property rights, trademark, trade name, trade dress and similar branding rights, as well as:
(a) all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing rights; and (b) all goodwill associated with the foregoing rights.
(b) Supplier shall assist (and procure its relevant third party on its behalf assist) Innoviz, in every proper and reasonable way, to secure Innoviz’s Intellectual Property Rights in and to the Products and the Tooling, and shall disclose to Innoviz all information and data, and facilitate the execution of all documentations and instruments, as Innoviz shall deem necessary or expedient in order to apply for and obtain any copyrights, patents, trademarks, and/or other Intellectual Property Rights relating to the
Products and/or the Tooling.
(c) Supplier shall not at any time (directly or indirectly), without Innoviz’s prior express written and signed consent (on a case-by-case basis), , sell, distribute, release, disclose or in any way dispose (or purport to do any of the foregoing) of the Products, the Tooling, and/or the Innoviz Designs to any third party.
12. GENERAL
12.1. Compliance with Laws and sustainability requirements. Supplier hereby represents and warrants that the manufacture, delivery and sale of any Product hereunder complies with all applicable laws. Upon request, Supplier shall furnish Innoviz with specific declarations and certifications of legal compliance. Supplier hereby further represents and warrants that all Products will, at the time of sale and delivery, comply with all Product safety, emissions, environmental and other laws applicable thereto. Furthermore,
Supplier
warrants and represents that it shall meet all the Innoviz’s Suppliers’ Sustainability Requirements as set out in Appendix 3.
12.2. Conflict Minerals. Supplier will have a policy to ensure compliance with EU ‘Conflict Minerals’ Regulation, 2017/821 and any other similar regulations that may be applicable to the Products and/or other services provided hereunder, including any components thereof.
12.3. Declaration of Origin. Supplier agrees to provide Innoviz, upon request, with the Supplier’s declaration of origin for each Product. The Supplier shall inform Innoviz of any change of a country of origin status by giving at least six (6) months’ prior written notice and provide a new or revised declaration of origin as required.
12.4. Liens. Without limiting the generality of the Section 10 (Indemnity), Supplier shall indemnify, defend, and hold harmless each Indemnitee from and against any mechanics lien or stop notice claim (including attorneys’ fees and disbursements) by Supplier, subcontractors, employees or agents pertaining to this Agreement. If at the time of completion of the work hereunder, Supplier, upon request by Innoviz, does not provide satisfactory evidence that all claims of all such persons or entities have been paid, such amount as may be necessary to meet such lien or claim shall be retained from any amount due to Supplier hereunder until all such liens or claims have been fully discharged.
12.5. Relationship between the Parties. Supplier and Innoviz will each remain an independent contractor responsible only for its own actions and will not act as or be an agent, partner, co-venturer, employee or fiduciary of the other. Nothing in this Agreement will be construed as constituting either Party as a partner, employee or agent of the other Party. The Supplier understands and agrees that except as specifically provided in this Agreement, Innoviz does not grant the Supplier the right or authority to make or give any agreement, statement, representation, warranty or other commitment, or to create any obligation of any kind, on behalf of Innoviz Without derogating from the generality of the foregoing, it is specifically clarified that: (a) Innoviz shall not be required to carry any compensation, health or accident insurance to cover Supplier; and (b) the Supplier
shall be solely responsible to report and pay, according to the applicable law, to its personnel any and all contributions for its personnel taxes, national insurance, health insurance and any other mandatory payments and/or other benefits arising in connection with the performance under or in connection with this Agreement.
12.6. Audit. Innoviz reserves the right to designate its own employee representative(s) or its contracted representative with a certified public accounting firm, who shall have the right to audit and to examine any cost (if on a basis which incorporates cost as a component), payment, settlement or other supporting documentation relating to any services performed under this Agreement solely to confirm compliance with the terms of this Agreement or applicable laws.
12.7. Assignment. Supplier shall not assign this Agreement (in whole or in part) without the prior express written consent of Innoviz. For purposes of the foregoing sentence, a merger, consolidation, sale of all or substantially all of Supplier’s assets, or other form of corporate reorganization to which Supplier is a party (whether or not Supplier is the surviving entity), or any other change in control of Supplier, will constitute an assignment of this Agreement. Any unauthori zed assignment shall be null and void. Innoviz may, at any time and upon notice to Supplier, assign this Agreement in whole, and/or assign the PO. Furthermore, at Innoviz’s sole discretion, any Innoviz obligation hereunder may be performed (in whole or in part), and any Innoviz right or remedy may be exercised (in whole or in part), by an Affiliate of Innoviz. Subject to the foregoing, this Agreement binds and benefits each Party and its respective successors and assigns.
12.8. Governing Law; Jurisdiction. The validity, interpretation, construction and performance of this Agreement shall be governed and construed in accordance with the laws of the State of Israel, except its conflict of laws rules. English shall be the governing language. Any claim, dispute or controversy between the parties will be subject to the exclusive jurisdiction and venue of the courts located in Tel Aviv, Israel, and each party hereby irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, each party may seek equitable relief in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed.
12.9. No Exclusivity. The Supplier acknowledges that this Agreement does not grant the Supplier exclusivity in the supply of the Products to Innoviz and that Innoviz may at any time contract with any other entity to obtain any products and services, including products of the same type as the Products. Nor does this Agreement obligate Innoviz to purchase any minimum volume of Products.
12.10. Publicity. The Supplier shall not advertise or otherwise disclose the relationship of the parties under this Agreement, without the prior approval in writing of Innoviz. Supplier shall not use Innoviz’s name or logos in client listings or on Supplier’s website or marketing materials.
12.11. Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (duly signed by an authorized representative of the waiving party), and shall be valid only in the specific instance in which given. Except as expressly provided otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.
12.12. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
12.13. Notices. Except to the extent expressly stated or permitted otherwise in this Agreement, all notices and communications hereunder will be in writing and will be deemed to have been duly given if: (a) delivered by hand, (b) sent by fax or email, if confirmed and promptly followed by written confirmation, except that POs, invoices, and related notices (e.g. PO cancellations, changes, etc.) that are given via fax or email shall not require such confirmation and shall be deemed given when sent, or (c) mailed by registered or certified mail, return receipt requested, first class postage prepaid and will be addressed as per the PO.
Appendix 2
QUALITY ASSURANCE REQUIREMENTS
Innoviz’s Quality Guidelines and Requirements for Suppliers (version: IF0840-09 REV.4) is hereby incorporated into, and made a part of, this Agreement by reference:
Innoviz may, from time to time and upon 30 days’ prior written notice, update this Quality Guidelines and Requirements for Suppliers document, and such updated version shall supersede and replace the previous current version.
Appendix 3
INNOVIZ TECHNOLOGIES LTD.
Suppliers’ Sustainability Requirements
1. Preface and Purpose
We, Innoviz Technologies Ltd. and our affiliates (in this policy “Innoviz”, “we”, “us” “our” as applicable) are a leading provider of high -performance, solid-state LiDAR and perception solutions operating mainly in the automotive industry. We strive to conduct our business dealings in a sustainable manner, and uphold the highest standards of business integrity and social and environmental performance in accordance with all applicable laws, regulations, standards including specific standards of the automotive industry, and our internal standards, policies and procedures.
This policy aims to achieve sustainability and adherence to all industry standards and applicable laws and regulations, throughout our supply chain as well. We apply the same stringent requirements to our business operations and dealings.
In this procedure you will find the minimal requirements for all Innoviz global suppliers in connection with compliance with all applicable laws and standards, business ethics, environment, health and safety aspects, as well as human rights and working conditions of employees.
You, as our supplier, are expected to comply with these requirements and communicate them to your employees, service providers, sub-contractors, and business partners and cascade these requirements to your suppliers down the supply chain by obligating them to uphold and adhere to these requirements and to ensure compliance (wherever the term “you” appears in this procedure, it refers to you and all your affiliates, representatives, officers, directors, employees, sub-contractors and service providers).
In the event the standards of the industry are higher than the ones set forth by applicable laws and regulations, you are expected to comply with the higher standard.
2. Business Ethics
We expect our suppliers to conduct their business dealings, as well as operating their business as a whole in accordance with all applicable laws, regulations and industry standards with integrity and in a professional, fair, honest and equitable manner. No Supplier should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any similar unfair dealing practice. To this end we expect:
2.1. Compliance with laws and this procedure
We expect our suppliers to abide by and comply with all applicable laws, rules and regulations. It is your responsibility to promote compliance of your employees, suppliers, subcontractors and service providers with all applicable laws and regulations and to abide by the requirements of this procedure, while performing your duties under your engagement with us.
2.2. Responsible Sourcing of Materials
We expect our suppliers to not introduce raw materials that were knowingly attained in an illegal and/or unethical manner including without limitation, through violation of human rights, criminal acts or in violation of business ethics or in a way that has adverse environmental, health or safety effect.
2.3. Anti-Corruption
We expect our suppliers to abide by and comply with all applicable laws, regulations and standards relating to anti-corruption, including without limitation, anti-money laundering laws, offering or receiving any type or sort of bribery, financing terrorism or any other illegal activities and dealings such as extortion, embezzlement etc. Namely, you are expected to not disguise illegally gained proceeds by making them appear as if they came from legitimate sources or activities, or, conversely, finance illegal activities by using funds routed through legitimate sources. You are further expected to ensure that your funds are not used for prohibited causes such as financing terrorism or any other illegal activities or dealing with property gained through criminal or illegal means. You are expected to condemn any type of corruption and bribery in all forms and to never offer any form of bribe nor to be part of any corrupted deal. You are expected to not, directly or indirectly, solicit, accept, or retain a personal benefit or anything of value from any vendor, supplier, customer or any individual or organization in connection with your engagement with us, other than the proper compensation contractually agreed upon, for the purpose of gaining improper advantage.
2.4. Privacy
We expect our suppliers to abide by and comply with all applicable laws, regulations and standards relating to privacy matters and to this end, not to collect , process, analyze, use and/or distribute any personal data of any individual, unless such activities are expressly permitted by all applicable laws and regulations and pursuant to the terms set forth therein, including retaining the express consent of the individual and using its information only in the agreed upon scope. You are further expected to put in place appropriate technical and organizational measures to ensure proper storage of any personal information and to secure and protect such information from unauthorized use or loss. In the event you retain subprocessors or use any hosting services or any other service provider who would have access to any personal data, you are expected to cascade all your obligations by law and regulations, to the service provider and ensure compliance.
2.5. Financial Responsibility/Accurate Records
We expect our suppliers to abide by and comply with all applicable laws, regulations and generally accepted financial standards relating to financial records and book-keeping. You are expected to ensure that all your financial books, records and accounts accurately reflect your business transactions. You are further expected to submit any and all financial reports in accordance with all applicable laws and in a timely manner with any pertinent authority.
2.6. Disclosure of Information
We expect our suppliers to disclose all information as required by applicable laws or industry standards. All such disclosures must be full, fair, accurate, timely and understandable. You are expected to not knowingly misrepresent, omit or cause others to misrepresent or omit, material facts with respect to the subject matter of the disclosure at hand.
2.7. Fair Competition/Anti-Trust
We fully support the purpose of antitrust laws to preserve fair and open competition and a free market economy. We expect our suppliers to abide by and comply with all applicable laws, regulations and standards relating to anti-trust laws and to not, directly or indirectly, enter into any formal or informal agreement with competitors that fix or control prices, divide or allocate markets, limit the production or sale of products, boycott certain suppliers or customers, eliminate competition or otherwise unreasonably restrain trade.
2.8. Conflict of Interest
We expect our suppliers to abide by and comply with all applicable laws, regulations and standards relating to situations where conflict of interest may arise. You are expected to encourage proper disclosure of the conflict of interest and installing proper governance procedures and policies. We further expect that you conduct your business in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. To this end, you a re expected not to engage in activities that may give rise to conflict of interest between your engagement with us and the other activities. You are further expected not accept compensation, in any form, for services performed for us from any source other than us.
2.9. Counterfeit Parts
You are expected to not manufacture or otherwise knowingly introduce counterfeit parts or materials into any deliverables. To this end, you are expected to put in place methods and processes to detect such parts and not to use them in your products while performing your obligations under your engagement with us.
2.10. Intellectual Property and Confidentiality
We expect our suppliers to abide by and comply with all applicable laws, regulations and standards relating to protecting thi rd party intellectual property rights. You are expected to respect all valid intellectual property rights, and not to infringe or misuse any third party intellectual property rights, including any patents, trade secrets, copyright, trade-marks as well as any know-how or other proprietary non-public information with commercial value obtained without the owner’s consent. You are further expected to maintain confidentiality of all information so entrusted to you while performing your obligations under your agreement with us, except when disclosure is authorized or legally mandated. You are further expected to safeguard confidential information by keeping it secure and limiting access to those who have a need to know it in order to perform their job. You are expected to not use such information for personal gain.
2.11. Export Controls and Economic Sanctions
With respect to the goods, services, technology, or software provided to us or which we provide to you, Suppliers shall abide by and comply with (a) all applicable trade, export control, import, and antiboycott laws and regulations imposed, administered, or enforced by the U.S. government, including the Arms Export Control Act (22 U.S.C. § 1778), the International Emergency Economic Powers Act (50 U.S.C. §§ 1701–1706), Section 999 of the Internal Revenue Code, the U.S. customs laws at Title 19 of the U.S. Code, the Export Control Reform Act of 2018 (50 U.S.C. §§ 4801-4861), the International Traffic in Arms Regulations (22 C.F.R. Parts 120–130), the Export Administration Regulations (15 C.F.R. Parts 730-774), the U.S. customs regulations at 19 C.F.R. Chapter 1, and the Foreign Trade Regulations (15 C.F.R. Part 30); (b) all applicable trade, export control, import, and antiboycott laws and regulations imposed, administered, or enforced by the Israeli government, including the Defense Export Control law, 2007, and the regulations and orders promulgated thereunder, the Import and Export Order (Supervision of Export of Dual-Use Goods, Services and Technology), 2006, and the Trade with the Enemy Ordinance, 1939; and (c) all applicable trade, export control, import, and antiboycott laws and regulations imposed, administered or enforced by any other country, except to the extent inconsistent with U.S. or Israeli law (“Trade Controls Laws”). You are expected to implement proper processes to ensure compliance with the provisions of all applicable Trade Controls Laws. You shall supply any information that we may reasonably require for the purpose of compliance with Trade Controls Laws, including the export classification of any goods, services, technology or software that you supply to us and the terms and conditions of any applicable authorizations.
2.12. Protection of Identity and Non-Retaliation
We expect our suppliers to put in place a proper grievance mechanism which will allow employees as well as all other stakeholders to submit complaints if any misconduct was observed by them including non-compliance with applicable laws or regulations, this procedure or any other internal policies, standards or procedures of supplier. You are expected to not
any form, retaliate, harass, terminate any engagement or employment or take any action which will have adverse effect or threaten to do any of the foregoing, against any employees or other stakeholder who launched a complaint for this reason. You are further expected to encourage employees and stakeholder to report misconduct.
3. Environment, Health and Safety
We expect our suppliers to manage and operate its assets in a manner that is protective of human health and safety and the environment. We Expect our suppliers to comply with both the letter and the spirit of the applicable health, safety and environmental laws and regulations and standards and to attempt to develop a cooperative attitude with government
inspection and enforcement officials. We further expect our suppliers to make all required efforts to proactively reduce the risks of work-related injuries and promote the health and welfare of its employees. We expect our suppliers to invest efforts and implement proper measures to avoid air pollution, save energy, water, reduce the amount of waste materials and greenhouse
gases generated from suppliers’ activities. To this end, the supplier is expected to track and document energy and natural resources consumption of its activities, to set measurable goals to minimize such consumption, to take measures to meet such goals and to record such processes. You are expected to design and produce products or services that are safe to
manufacture and use and consume the minimal amount of energy and natural resources.
4. Human Rights and working conditions
Respecting human rights is a core value for us and is embedded in the way we do business. We expect our suppliers to abide by and comply with all applicable laws, regulations and standards with respect to human rights and working conditions. We further expect our suppliers to maintain a work environment in which any form of violation of human rights is strictly prohibited, discrimination or harassment are not acceptable, coercion or modern slavery as well as child labor are strictly forbidden and in general at all times all human beings are treated with utmost respect and dignity. To this end we expect:
4.1. Child Labor and Young Workers
We expect our suppliers to abide by all applicable laws, regulations and standards with respect to child labor and to strictly forbid child labor of any sort or form. If local applicable laws allow retaining services of or employing young workers, the minimal age of such young workers shall be as set by local laws or exceed the set minimal age. We further expect our suppliers who employ young workers to put their education and needs as a top priority, to not in any manner interfere with their mandatory school chores, or their educational obligations. We expect our suppliers to not assign any working assignments to young workers which may in any manner harm of adversely affect the young workers’ physical or mental health. You
are further expected to ensure that you accommodate the special needs of young workers, and specifically retain them for lesser hours, allow longer breaks, and keep the young workers welfare as a top priority.
4.2. Wages and Benefits
We expect our suppliers to abide by all applicable laws, regulations and standards with respect to wages and benefits of all their employees (employed by the supplier directly or indirectly, e.g. through a third party). We expect that our suppliers would compensate their employees in accordance with their skills and fair market value and in no event less than the minimal wages set out by applicable laws. We further expect that our suppliers will pay all applicable social benefits as costumed in the industry and in no event less than the applicable laws and regulations. We expect our supplier to act in a just, equitable and transparent manner and to this end, communicate to their employees (by statements or in any other written form rendered regularly) their terms of employment and the compensation paid for the employment in a manner that would allow each employee to verify that the compensation is in fact aligned with the agreed upon terms and the letter of the law.
4.3. Working Hours and Working Conditions
We expect our suppliers to abide by and comply with all applicable laws, regulations and standards with respect to working hours, weekly rest days, holidays, seek leaves, maternity leaves etc. You are expected to ensure, and to install proper measures for this, that employees do not exceed the maximum daily, weekly and/or monthly quota of hours as stipulated by law (as applicable). You are expected to compensate employees who have worked more that the regular hours (if and to the extent such employment is permitted by applicable laws) and to ensure that such employment is voluntary. Furthermore, you are expected to ensure, and install proper means for this, that your employees work in proper physical conditions and get occasional breaks.
4.4. Forced labor
We do not tolerate, condemn, and expressly forbid any sort of forced labor, such as coercion, modern slavery, obduction, human trafficking or involuntary imprisonment. We expect our suppliers to abide by and comply with all applicable laws, regulations and standards with respect to forced labor and to ensure at all times that the employment is voluntary.
You are expected to pay employees, proper compensation for their work and provide your employees with a document (agreement or any other form) that specifies the main terms of employment. If an employee wishes to offer his resignation, you are expected to honor his wish and allow them to resign pursuant to the provisions of the applicable laws.
4.5. Freedom of Association
We expect our suppliers to abide by and comply with all applicable laws, regulations and standards with respect to freedom of association and employees’ bargaining rights. To this end, we expect you to allow employees to communicate with management openly in connection with their employment and working conditions without fear of punishment or retaliation. We expect our suppliers to allow employees to jointly bargain the terms of employment and form unions for that matter. You are expected to not retaliate, harass, terminate any engagement or employment or take any action which will have adverse effect or threaten to do any of the foregoing, against any employees who exercised any of these rights.
4.6. Health & safety
We expect our suppliers to abide by and comply with all applicable laws, regulations and standards with respect to health and safety standards in places of work. You are expected to provide your employees a safe and healthy place of work, and ensure that any hazards are removed as soon as possible, the air is clean and the illumination is sufficient, all equipment and materials are safe for use, proper guidance is provides and cautionary notes are in place when necessary.
4.7. Harassment
We do not tolerate, condemn, and expressly forbid any sort of harassment at a place of work. We expect our suppliers to abide by and comply with all applicable laws, regulations and standards with respect to prohibition of harassment and to provide employees a harassment -free work environment. This includes without limitation sexual harassments, threats, verbal abuse and similar improper practices.
4.8. Non-Discrimination
We expect our suppliers to abide by and comply with all applicable laws, regulations and standards with respect to non-discrimination. We further expect our suppliers to not discriminate based on age, color, gender identity or expression, religion, marital status, medical condition, national origin, physical or mental disability, political affiliation, race, religion, sexual orientation, or any other irrelevant characteristic. We expect our suppliers to make proper accommodations for religious practices and avoid any sort of inequity between employees based on the said characteristics.