1. ACCEPTANCE AND TERMS AND CONDITIONS: (a) Seller accepts this Order and any amendments by signing the acceptance copy and returning it to Purchaser promptly. Even without such written acknowledgment, Seller's full or partial performance under this Order will constitute acceptance of these terms and conditions. By acceptance of this Order, Seller agrees to be bound by, and to comply with all the terms and conditions of this Order, which includes any supplements to it, and all specifications and other documents referred to in this Order. (b) These terms and conditions apply to everything listed in this Order and constitute Purchaser's offer to Seller, which Purchaser may revoke at any time before Seller accepts it. This Order is not an acceptance by Purchaser of any offer to sell, any quotation, or any proposal. Reference in this Order to any such offer to sell, quotation, or proposal will not constitute a modification of any of these terms and conditions. Terms and conditions different from or in addition to these terms and conditions, whether contained in any acknowledgment of this Order, or with delivery of any goods or services under this Order, or otherwise, will not be binding on Purchaser, whether or not they would materially alter this Order, and Purchaser hereby rejects them. These terms and conditions may be modified only by a written document signed by duly authorized representatives of Purchaser and Seller.

2. DEFAULT: Time is of the essence of this Order. Purchaser may by written notice of default to Seller (a) terminate all or any part of this Order in any one of the following circumstances: (i) if Seller fails to perform within the time specified herein or any extensions agreed to by Purchaser in writing; or (ii) if Seller fails to perform any of the other provisions of this Order, or so fails to make progress as to endanger performance of this Order in accordance with its terms, and in the circumstances set out in clause (ii) does not cure such failure within a period of ten (10) days (or such longer period as Purchaser may authorize in writing) after receipt of notice from Purchaser specifying such failure; and (b) procure, on such terms as it will deem appropriate, goods or services similar to those so terminated. Seller will continue performance of this Order to the extent not terminated and will be liable to Purchaser for any excess costs for such similar goods or services. As an alternate remedy, and in lieu of termination for default, Purchaser, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller's performance, in which case an equitable reduction in the Order price will be negotiated. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller will promptly notify Purchaser in writing. If Seller does not comply with Purchaser's delivery schedule, Purchaser may require delivery by fastest way and charges resulting from the premium transportation must be fully prepaid and absorbed by Seller. The rights and remedies of Purchaser provided in this Section 2 will not be exclusive and are in addition to any other rights and remedies provided by the Uniform Commercial Code, by law, at equity or under this Order.

3. PRICE: (a) If no price is set forth on the front of the Order, the goods or services will be billed at the price last quoted or at the prevailing market price, whichever is lower, and, in any event, goods and services ordered under this Order will not be billed at a higher price than last quoted or charged without Purchaser's specific written authorization. If Purchaser can purchase goods or services of comparable quality at a lower cost than the delivered cost of the goods or services then in effect under this Order and Purchaser gives Seller written notice thereof, Purchaser may purchase such goods or services, unless within fifteen (15) days after receipt by Seller of said notice, Seller meets such lower delivered cost for any equal quantity of goods or services. Any good or service so purchased from another source will be deducted from any obligation that Purchaser may have under this Order, but this Order will otherwise remain unaffected. (b) If Seller sells goods or services of like kind during the term of the Order to any other customers at a price which is lower for the same or a lesser quantity than the purchase price then in effect under this Order, the purchase price under this Order will be reduced to such lower price for all shipments made while such lower price remains in effect. (c) Purchaser will have the right, exercisable by written notice to Seller, to inspect, audit, review and/or copy any books, records or other documents of Seller that Purchaser determines may in any way relate to the performance under this Order by either party.

4. INSPECTION: (a) All goods and services will be subject to inspection and test by Purchaser and its customer at all times and places, including the period of manufacture and in any event prior to final acceptance. (b) If any inspection or test is made on the premises of Seller or its supplier, Seller without additional charge will provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties. (c) Final acceptance or rejection of the goods or services will be made as promptly as practical after delivery except as otherwise provided in this Order, but failure to inspect and accept or reject goods or services or failure to detect defects by inspection, will neither relieve Seller from responsibility for such goods or services as are not in accordance with this Order nor impose liabilities on Purchaser for them. (d) Seller will provide and maintain an inspection and process control system acceptable to Purchaser and its customer covering the goods and services ordered. Records of all inspection work by Seller will be kept complete and available to Purchaser and its customer during the performance of this Order and for seven (7) years after Seller's completion of this Order.

5. WARRANTIES: (a) Seller represents and warrants that all goods and services are free of any claim of any nature by any third person and that Seller will convey clear title to Purchaser. Seller represents and warrants that all services are performed in a manner acceptable in the industry and in accordance with generally accepted standards, are free from all defects, are fit for the particular purposes for which they are acquired and are provided in strict accordance with the specifications or other requirements (including performance specifications) approved or adopted by Purchaser. Seller represents and warrants that all goods sold will be of merchantable quality, free from all defects in design, workmanship and materials, and fit for the particular purposes for which they are purchased and that the goods and services are provided in strict accordance with the specifications, samples, drawings, designs or other requirements (including performance specifications) approved or adopted by Purchaser. Any attempt by Seller to limit, disclaim, or restrict these warranties or any remedies of Purchaser, by acknowledgment or otherwise, in accepting or performing this Order, will be null, void, and ineffective without Purchaser's written consent. (b) Acceptance of this Purchase Order constitutes Seller’s agreement, representation and warranty that the products and services of Seller will be provided without any delays, interruptions or failures arising from the failure of any part of the supplied product or any other computer, software or device of Seller or any third party to process or store date information and Seller indemnifies Purchaser from any damages arising from such a delay, interruption or failure. Seller will cooperate in any testing to determine if such a delay, interruption or failure is likely.

6. REJECTIONS: If any of the goods or services are found at any time to be defective in material or workmanship, or otherwise not in conformity with the requirements of this Order, including any applicable drawings and specifications, then Purchaser, in addition to such other rights and remedies it may have by contract or by law or equity, at its sole discretion may: (a) reject and return such goods at Seller's expense; (b) require Seller to inspect the goods and remove nonconforming goods; and/or (c) require Seller to replace nonconforming goods or services with conforming goods or services. If Seller fails to make the necessary inspection, removal and replacement in a time and manner satisfactory to Purchaser, Purchaser may at its option inspect and sort the goods; Seller will pay any related costs.

7. PURCHASER'S PROPERTY: (a) Tangible or intangible property of any nature furnished to Seller by Purchaser or specifically paid for in whole or in part by Purchaser, and any replacements or attachments, are the property of Purchaser and, unless otherwise agreed in writing by Purchaser, will be used only by Seller solely to render services or provide goods to Purchaser. (b) Whenever practical, each individual item of such property will be plainly marked or otherwise adequately identified by Seller as "Property of The Reynolds and Reynolds Company" and will be safely stored separate from Seller's property. Seller will not substitute any property or take any action inconsistent with Purchaser's ownership of such property. While in Seller's custody or control such property will be held at Seller's risk, will be kept insured by Seller at its expense for its replacement cost with loss payable to Purchaser and will be subject to removal at Purchaser's written request, in which event Seller will prepare such property for shipment and redelivery to Purchaser in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Seller's expense.

8. CHANGES: (a) At all times Purchaser will have the right to make changes to this Order, including changes to drawings, designs, configurations, specifications, quantities, methods of shipment or packing and delivery schedules or locations of delivery. If any such changes cause an increase or decrease in the cost of or the time required for the performance of any work under this Order, an equitable adjustment will be made in the contract price or delivery schedule, or both, and this Order will be modified in writing accordingly. Nothing in this Section, including any disagreement with Purchaser as to any claimed adjustment, will excuse Seller from proceeding with this Order as changed. (b) Any claim by the Seller for adjustment under Section 8(a) must be in a detailed writing and delivered to Purchaser within five (5) days after the date Seller receives notification of change. Any change will be authorized only by a duly executed amendment to this Order. (c) Information, such as technical information or guidance provided to Seller by representatives of Purchaser, will not be construed as a change within the meaning of this Section. If Seller considers that the conduct of any of Purchaser's employees has constituted a change under this Order, Seller will immediately notify Purchaser's Purchasing Department in writing as to the nature of the change and any proposed adjustment, which will then be subject to this Section 8.

9. NON-ASSIGNMENT: Assignment of this Order or any interest in it or any payment due or to become due under it, without the written consent of the Purchaser, will be void. An assignment will be deemed to include not only a transfer of this Order or such interest or payment to another party but also a change in control of Seller, whether by transfer of stock or assets, merger, consolidation, or otherwise.

10. SET-OFF: Purchaser will be entitled at all times to set off any amount owed at any time by Seller or any of its affiliates to Purchaser or any of its affiliates against any amount payable at any time by Purchaser in connection with this Order.

11. COMPLIANCE WITH LAWS: Seller agrees to comply with the applicable provisions of all federal, state, or local laws or ordinances and all related lawful orders, rules and regulations. Seller will also comply with any provisions, representations or agreements, or contractual clauses required to be included or incorporated by reference or operation of law in any Order. Without limiting the foregoing: (a) Seller will comply with the Equal Opportunity Clause set forth in 41 CFR Chapter 60-1.4, the Affirmative Action Clause regarding Disabled Veterans and Veterans of the Vietnam Era, 41 CFR Chapter 60-250.4, the Affirmative Action Clause regarding Handicapped Workers 41 CFR Chapter 60-741.4 and any other provisions or contractual clauses required by the OFCCP, 41 CFR Chapter 60, as well as any Executive Orders as now or later issued, amended or codified. (b) Seller confirms that it is in compliance with the requirements for non-segregated facilities set forth in 41 CFR Chapter 60-18. (c) Seller represents that the goods to be furnished were or will be produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended, including Section 12(a).

12. CONFIDENTIAL OR PROPRIETARY INFORMATION: (a) Notwithstanding any document marking to the contrary, any knowledge or information which the Seller will have disclosed or may later disclose to Purchaser, and which in any way relates to the goods or services covered by this Order will not, unless otherwise specifically agreed to in writing by Purchaser, be deemed to be confidential or proprietary information, and will be acquired by Purchaser, free from any restrictions. (b) Seller will keep confidential any technical, process, economic, or other information derived from drawings, specifications and other data furnished by Purchaser in connection with this Order (in whatever form or format) and will not divulge, export, or use, directly or indirectly, such information for the benefit of any other party without obtaining Purchaser's prior written consent. Except as required for the efficient performance of this Order, Seller will not use such information or make copies or permit copies to be made of such drawings, specifications, or other data without the prior written consent of Purchaser. If any reproduction is made with prior consent, this notice will be provided. Upon completion or termination of this Order, Seller will promptly return to Purchaser all materials incorporating any such information and any copies, except for one record copy. Seller agrees that no acknowledgment or other information concerning this Order and the goods or services provided will be made public by Seller without the prior written agreement of Purchaser.

13. WORK ON PURCHASER'S PREMISES; INDEMNITIES; INSURANCE: (a) If Seller's work under this Order requires Seller to be on the premises of Purchaser or one of its customers or at Purchaser’s direction, Seller will take all necessary precautions to prevent any injury to persons or damage to property, including following any rules, procedures or other requirements of Purchaser. (b) Seller agrees that it will indemnify and hold Purchaser, and its officers, directors, employees, agents and customers (collectively, the "Indemnitees") harmless from and against any and all damages, claims, losses, expenses, costs, obligations, and liabilities, including attorneys' fees ("Loss and Expense"), suffered, directly or indirectly, by an Indemnitee by reason of, or arising out of, (i) any breach of any representation or warranty made by the Seller under to this Order, (ii) any failure by the Seller to perform or fulfill any of its covenants or agreements under this Order, or (iii) any injury to persons or damage to property during the progress of the work referred to in Section 13 (a) which may result in any way from any act or omission of the Seller, its agents, employees or subcontractors, except to the extent that any such injury or damage is due solely and directly to Purchaser's or its customer's negligence, as the case may be, or (iv) any litigation, proceeding or claim by any third party relating in any way to the obligations of the Seller under this Order. (c) Without limiting the generality of the foregoing indemnities, Seller hereby waives any immunity it may have as an employer or otherwise pursuant to any workers' compensation or other statute, law or regulation, whether Purchaser is seeking indemnity pursuant to this Order or in any other manner with respect to any claim. (d) Seller will maintain Comprehensive General Liability (including Contractual Liability coverage insuring the liabilities assumed above), Automobile Liability and Employers' Liability insurance with limits as reasonably required by Purchaser, as well as appropriate Workers' Compensation insurance as will protect Seller from all claims under any applicable workers' compensation and occupational disease acts. At Purchaser's request, Seller will furnish to Purchaser a Certificate of Insurance completed by its insurance carrier(s) certifying that the required insurance coverage's are in effect, with waiver of subrogation, naming Purchaser as an additional insured, and containing a covenant that such coverage and will not be canceled or materially changed until ten days after prior written notice has been delivered to the Purchaser.

14. INSOLVENCY: If Seller ceases to conduct its operations in the normal course of business, including inability to meet its obligations as they mature, or if any proceeding under the bankruptcy or insolvency laws is brought by or against Seller, or a receiver for Seller is appointed or applied for, or an assignment for the benefit of creditors is made by the Seller, Purchaser may terminate this Order without liability, except for deliveries previously made or for goods or services covered by this Order then completed and subsequently delivered in accordance with the terms of the Order.

15. TERMINATION: Purchaser may terminate all or any part of this Order for convenience at any time by written notice to Seller. Upon such termination, Purchaser's liability will be limited to reasonable termination charges mutually agreed by Seller and Purchaser, provided that Seller must specify any proposed charges in writing within fifteen (15) days after termination. In no event will Purchaser have any obligation to pay termination charges as to goods or services where termination was outside of the lead-time pursuant to Section 19(e).

16. ENTIRE AGREEMENT: This Order, with such documents as are expressly incorporated by reference, is intended by the parties as a final expression of their agreement with respect to such terms as are included in it, and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of the trade will be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection.

17. WAIVER; MODIFICATION: No claim or right arising out of a breach of this Order can be discharged in whole or in part by a waiver or renunciation of the claim or right unless supported by consideration and in a writing signed by the aggrieved party. The failure of Purchaser to enforce at any time or for any period of time any of the provisions hereof will not be construed to be a waiver of such provisions or of the right of Purchaser thereafter to enforce each and every such provision. This Order can be modified or rescinded only by a writing signed by both of the parties.

18. INTELLECTUAL PROPERTY: On being notified, Seller will promptly investigate and defend, as its expense, any suit or proceeding in which Purchaser or any other Indemnitee are made defendants or claimed potential defendants for any alleged infringement, contributory infringement, inducement of infringement, or unauthorized or unlawful use of any patent, copyright, trademark, trade secret, mask work, proprietary data, or other information, or claim of right, title or interest by another party in any good or service (or related documentation), in any case resulting from the sale, use, lease or other disposition of any good or service under this Order (“Infringement”). Seller will pay and discharge all judgements or decrees rendered in any such suit or proceeding against any Indemnitee. Seller may settle any such suit or proceeding on terms and conditions of Seller’s selection, provided they are not in conflict with the terms of this Order and Seller pays all settlement amounts. If Seller fails to promptly investigate, defend or settle, then Purchaser will, following notification to Seller, have the right from that time on to have sole control of the defense of such suit or proceeding and all negotiations for its settlement or compromise, and Seller will pay, as they become due, all costs, expenses, and reasonable attorneys’ and experts’ fees incurred by Purchaser in undertaking such actions and any judgements or decrees which may be rendered against or any settlements or compromises that may be entered into by Purchaser or any other Indemnitee relating to a claim indemnified against under this Order. Seller indemnifies and agrees to hold harmless Purchaser and all of the indemnified parties from all costs, expenses, liabilities, damages and attorneys’ and experts’ fees arising from any alleged or actual Infringement and will pay all judgements and other amounts payable or any settlement or compromise arising from all suits or proceedings involving Infringement. In addition, Seller will, at its own expense and at Purchaser’s option, either procure for Purchaser the right to continue using the allegedly infringing item, replace it with a noninfringing equivalent or remove it and refund the purchase price and the transportation and installation costs thereof.

19. MISCELLANEOUS: (a) EXTRA CHARGES: No extra charges of any kind will be allowed unless specifically agreed to in writing by the Purchaser.

(b) TRANSPORTATION: All the prices are established as F.O.B. Seller's dock, Freight Collect, unless otherwise specifically provided on the front of this Order. Title transfer will take place at Purchaser's dock, and the responsibility for freight damaged merchandise will be assumed by Purchaser. However, transportation charges on goods sold delivered destination must be prepaid. No charges for unauthorized transportation will be allowed. Any unauthorized shipment, which will result in excess transportation charges, must be fully prepaid by the Seller. Seller will not declare any value on such materials shipped via United Parcel Service, Rail Express, Air Express, Air Freight or Parcel Post. Seller will release rail or truck shipments at the lowest released valuation permitted in the governing tariff or classification.

(c) ANTICIPATION OF DELIVERY SCHEDULE: Unless otherwise agreed in writing, Seller will not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Purchaser's delivery schedule. It is Seller's responsibility to comply with this schedule but not to anticipate Purchaser's requirements. Goods shipped to Purchaser in advance of schedule may be returned to Seller at Seller's expense.

(d) SELLER'S INVENTORY: Purchaser will have no obligation to request quotations or place Orders with Seller, both of which will be in Purchaser's sole discretion. Purchaser acting in its sole discretion will determine the actual quantity of goods or services to be purchased. The quantity of goods or services, if any, specified in forecasts supplied by Purchaser from time to time, or otherwise, is an estimate only. Seller bears sole responsibility for managing Seller's raw material, work in process, and inventory, and Purchaser will have no liability with respect thereto (whether upon termination of this Order or otherwise) other than in connection with termination as provided in Section 15.

(e) LEAD TIMES: Seller acknowledges that from time to time Seller will quote lead times to Purchaser, which Purchaser will electronically enter into its system. Such lead times will at all times be acceptable to Purchaser, and if Purchaser requests shorter lead times, Seller will use reasonable efforts to comply with Purchaser's request. Once the lead-time is entered into Purchaser's system, Seller may change lead times only with Purchaser's prior written consent.

(f) EDI: If Seller is on Purchaser's EDI or EDI to FAX system, Seller acknowledges that the terms and conditions herein stated apply to each order placed pursuant to EDI or EDI to FAX, even though these terms and conditions are not separately transmitted with each order.

(g) PUBLICITY: Seller will not use Purchaser's name in publicity, advertising, or similar activity except in accordance with Purchaser’s guidelines and with Purchaser's prior written consent. Seller will not disclose the existence of this Order or any of its respective terms to any third party without Purchaser's prior written consent.

(h) BAR CODING: Seller will ensure that all products will have permanently fixed markings, including part number and bar coding in accordance with Purchaser’s bar code standards.

(i) TAXES: All applicable taxes arising out of transactions contemplated by the Order will be borne by Seller except as otherwise specified by the parties in writing.

(j) DOCUMENTATION: It is agreed that all technical documentation and other literature necessary for the proper use of the goods or services will be provided to Purchaser with the goods or services, unless otherwise directed by Purchaser, and its cost included in the price.

(k) REPORTS: Seller will furnish Purchaser written reports of the cumulative quantities of goods released under this Order and the status of any goods in process at least quarterly or in accordance with a reporting schedule otherwise agreed to by the parties.

(l) GOVERNING LAW: The Order, and all transactions relating to it, will be interpreted under, and governed by, the laws of the State of Ohio in the United States of America without regard to its conflict of law principles. Purchaser and Seller agree that the proper venue for all actions arising in connection herewith will be deemed exclusively proper in state court in Montgomery County, Ohio or in the federal court for the Southern District of Ohio and the parties agree to submit to such jurisdiction. Further, the United Nations Convention on the International Sale of Goods (1980) (as amended from time to time) will not apply to the Order or any related transactions.

(m)SURVIVAL: Seller’s obligations under Sections 5, 6, 7, 11, 12, 13 and 18 will survive any termination of this Order.

(n)CONFLICT OF INTEREST: Seller acknowledges that Purchaser maintains a Company Business Principles policy and other similar policies, as may be amended by Reynolds from time to time, for the purpose, among other things, of avoiding conflicts of interest between Reynolds’ employees and its suppliers, vendors, licensors and other business partners (the “Conflict Policies”). Seller hereby agrees to comply with the Conflict Policies. A copy of the relevant portions of such Conflict Policies will be provided to Seller upon Seller’s reasonable request.