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GENERAL PURCHASING CONDITIONS

INTELLECTUAL SERVICES

SAFRAN ENGINEERING SERVICES,

SUCURSAL EN ESPANA

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CONTENTS

1 – PURPOSE

2 - DEFINITIONS

3 - ORDERS

4 – TERMS OF PERFORMANCE

5 –SERVICE FOLLOW UP

6 – ACCEPTANCE OF SERVICES

7 – MODIFICATIONS

8 - DEADLINES – DELAYS – PENALTIES FOR DELAY

9 – PRICE - INVOICING

10 – CONFIDENTIALITY

11 – INTELLECTUAL PROPERTY

12 – PUBLICATIONS – COMMUNICATIONS

13 – LIABILITY

14 – INSURANCE

15 – SUBCONTRACTING - ASSIGNMENT

16 – EXPORT CONTROL

17 – TERMINATION

18 – COMPLIANCE WITH LAWS

19- MISCELLANEOUS

20 – APPLICABLE LAW AND SETTLEMENT OF DISPUTES

APPENDIX 1

APPENDIX 2

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1 – PURPOSE

1.1. PURPOSE

The GPC provide for the terms and conditions under which the Supplier provides intellectual services under an Order issued by the Buyer.

1.2. SCOPE

1.2.1. The GPC govern all Orders incorporating the GPC therein, except for the Orders that provide otherwise. The GPC cancel and replace the general terms and conditions of sale that are pre-printed on the back of Orders.

1.2.2. The GPC, when they are incorporated into any part of the Tender File, also govern the tendering phase whether or not the Supplier is retained at the end of such phase.

1.2.3. The GPC are not intended to be, nor shall they be construed as an Order and shall not create any obligation for the Buyer to issue an Order.

2 - DEFINITIONS

The terms and expressions identified with a capital letter shall have the meaning as defined below (whether in their plural or singular form). Except where a different definition has been agreed to in the Order, these definitions shall govern all Orders and Tenders.

“Tender” means the tender and the negotiation phase prior to the issuance of an Order.

“Tender File” means all Tender documents, communicated by the Buyer during the Tender procedure, that define the specific requirements of the Buyer, including but not limited to the specifications.

“Acceptance Report ” means the document issued by the Buyer, established in the presence of both parties, and signed by both parties, confirming the acceptance of the Supply.

“Deliverable” means the Results delivered by the Supplier to the Buyer under an Order. Deliverables are identified in each Order and include, but are not limited to, calculation notes, documents, files, software, Software source codes, data, hardware…

“GPC” means these general purchasing conditions referenced.

“Independent Patent” means any patent obtained or registered prior to the launch of the Tender and/or the issuance of the Order, or independently of the Tender or performance of the Order.

“Information” means all information of any kind whatsoever, whether written or oral, on whatever medium, including but not limited to, that is held prior to the launch of the Tender or developed by a party independently of the Tender and/or of the Order and disclosed to the other party for the performance of the Order.

“Non Authorised Person”: Any person not authorised for access to controlled information, under an export license, other type of agreement from the concerned authorities.

”Order” means any Order or agreement entered into by the Buyer, including its exhibits and the requirements, and which expressly refer to the GPC and detail the content of the Services, subject of the Order. The Orders are issued in accordance with the provisions of Article 3 below.

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“Patent” means any patent resulting from the Tender or from the performance of the Order.

“Results” means all Information, of any kind whatsoever, whether written or oral, on whatever medium, including processes, data, Software, hardware, or any other result whether or not it gives rise to intellectual property rights, and that is generated under an Order.

”Services” means all studies, product studies, process studies, methods, tool studies, trials, Software engineering, Software development, Software adaptation, consultancy, audit, training, and/or intellectual services or processes carried out by the Supplier under an Order from the Buyer, and which description is included in such Order. The Services include the handing over of the Deliverables to the Buyer.

“Software” means, with the exception of pre-existing software belonging to one or the other of the parties, all software (programs, source codes, design documentation, users and programmers manuals, etc.) that is to be developed under an Order, including customized Software.

“SAFRAN Group Companies” means all entities in which SAFRAN S.A. holds, either directly or indirectly, at least 20 % of the capital or voting rights.

3 – ORDERS

3.1. The Buyer will issue Orders to the Supplier in consideration for the warranties and commitments offered by the Supplier, in particular during the Tendering phase, in one of the following formats:

• By mail ;

• By fax transmission with acknowledgement of receipt ;

• By electronic mail if an EDI Convention has been signed between the parties in accordance with the model set out in Appendix 2.

The Order shall constitute the sole commitment of the Buyer for purchase of the Services.

Performance of the Order shall be governed by the documents in the decreasing order of priority as follows (the “Contractual Documents”):

• The Order;

• Where applicable, the contract between the Buyer and the Supplier providing the specific conditions to the purchase of the Supply and/or Group framework agreement and its applications contracts ( the “Specific Contract”);

• The GPC.

3.2. The Order shall describe in particular the Services, the requirements, the deadlines, the conditions of performance and the price of the Services.

As the case may be, it shall detail the Deliverables to be developed and delivered by the Supplier within the deadlines provided for under the Order.

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3.3. The Contractual Documents shall be accepted and the contract valid upon occurrence of the following:

The Order shall be signed and returned by the Supplier at the Buyer.s address specified thereof within fifteen (15) calendar days from the date of the return receipt of the Order, or, in case of absence of a return receipt, from the date the Order is issued. Should the Supplier not return the Order within this period, the parties agree that the Order will be deemed accepted by the Supplier, either if the Order is performed by the Supplier, or in the absence of any response or comment from the Supplier within this fifteen (15) day period.

3.4. By accepting the Order under the provisions of Article 3.3 above, the Supplier accepts the GPC and thereby waives its own terms and conditions of sale, notwithstanding any provision to the contrary which may be set out in its documents, including estimates, offers, catalogues, acknowledgements of receipt and invoices. In no event shall any exception to the terms of the Order or the GPC be considered accepted without the prior written approval of the Buyer.

No exception to the terms of the Order or the GPC may be made when the Buyer and the Supplier have already agreed upon terms and conditions applicable to the Order before its issuance in a Specific Contract or during a Tender.

Contractual Documents so accepted shall constitute the only agreement between the parties with respect to the subject matter thereof.

3.5. Furthermore, by accepting the Order, the Supplier acknowledges having reviewed the Buyer.s quality requirements and agrees to comply with such requirements in performing the Services pursuant to Article 4.6 below.

4 – TERMS OF PERFORMANCE

4.1. OBLIGATION OF RESULT

4.1.1 The Supplier ensures having the property of all required intellectual rights to perform the Services. The Supplier agrees to abide to an “obligation of result” in performing the Services and supply the Deliverables in accordance with the deadlines, the costs, the terms described in the GPC (including the quality requirements), the provisions of this Article and of the Order, the technical provisions and exhibits, and the specifications, and in all events, that it shall carry out the Services professionally.

The Supplier warrants the reliability, scalability and maintainability of the Software and, as the case may be, the firmware supplied under the Order.

The Supplier shall ensure that each requirement of the Order has been met by the Services and the Deliverables. The Supplier shall ensure that the Services will satisfy the specified requirements and the expected use.

To this effect, the management of the Supplier shall provide and stamp a compliance declaration with each Deliverable.

4.1.2 The Supplier is fully responsible for the quality and the compliance of the Services with the provisions of the Order, whether the Services are performed by it or by its subcontractors pursuant to Article 15.1.1 below.

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4.2. TECHNICAL MEANS

The Supplier shall define, implement and maintain all technical means, including computerised means, necessary for the performance of the Services.

4.3. LOCATION OF PERFORMANCE OF THE SERVICES

4.3.1 Except as otherwise provided for in the Order, the Services shall be performed on the Supplier’s premises and/or its subcontractors’ premises pursuant to the provisions of Article 15 below. Any performance of Services on the Supplier’s premises located outside of metropolitan France shall require the Buyer’s prior written approval. Such approval may be withdrawn at any time during the performance of the Services by a duly justified decision of the Buyer. In such case, the Supplier shall provide an alternative solution in order to secure the continuity of the Services.

4.3.2 Where necessary, certain Services can be performed on the Buyer’s premises. In order that the Buyer’s organization is not disturbed, the Buyer may choose to allocate certain of the premises to the Supplier, where it will be allowed to store the equipment (PCs, work stations, office furniture,…) necessary for the performance of the Services. This allocation will end once the Order is fully performed, or where the Supplier presence on the Buyer’s premises is no longer required. The Supplier shall keep full ownership of its equipment, Software and commercial software that it uses or stores on the Buyer’s premises.

The Buyer may also:

• Supply the computer-aided services that are strictly necessary for the performance of the Services in accordance with terms and conditions to be defined by the Buyer on a case-by-case basis in order to secure its own information system ;

• Give access to its own internal messaging system and to a directory for electronic data exchange with the Supplier in accordance with the provisions of Appendix 2.

For the duration of the performance of the Services on the Buyer’s premises, the Supplier’s employees shall have to comply with all of the Buyer’s rules relating to outside companies, the provisions of the Use and Security of Information Processing Systems Charter, and the rules on prevention, security and confidentiality applicable on the Buyer’s premises all of which are hereby incorporated herein. Upon request, each employee of the Supplier on the Buyer’s premises will have to present a secondment order setting out his name, mission, and project manager details referred to in Article 4.4.2 below.

4.3.3 The Supplier shall communicate the list of all of its employees who may have access to the Buyer’s premises beforehand. For security reasons, the Buyer reserves the right to refuse such access. The Supplier shall take all necessary action to ensure that any replacements will not affect the quality of the Services.

Once performance of the Services on the Buyer’s premises has ended, employees of the Supplier shall:

• return all badges and/or access means that were made available to them to the Buyer’s Security Department,

• as the case may be, return to the Buyer.s relevant service all words, access codes and keys to machines and software that were allocated to them,

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• and more generally, return all information, documents or other items that they received during the course of the Order.

4.4. EMPLOYEES OF THE SUPPLIER – PRESERVATION OF SKILLS

4.4.1 In all circumstances and wherever the Services are performed, the Supplier shall be solely responsible for the administration, accounting, social and supervisory management of its employees assigned to the performance of the Services. The Supplier shall keep the hierarchical and disciplinary authority over its employees at all times, in particular when present on the Buyer’s premises.

4.4.2 To this effect, and including when the Supplier’s employees are present on the Buyer’s premises, the Supplier shall designate a project manager in charge of giving instructions to the Supplier’s staff who will report to him. This project manager shall be the sole contact of the Buyer.

4.4.3 The Supplier shall be fully responsible for all measures taken by it for the performance of the Order. The Supplier declares that employees appointed for the performance of the Services shall be trained and authorised, qualified, skilled and in sufficient number, and that they shall fully appreciate the nature of the activities and of the requirements of the Buyer. The Supplier shall be solely responsible for the definition of the profile, the number and the appointment of the members of its team. The Supplier shall use its best efforts to ensure the preservation and improvement of the skills of the members of the team appointed under an Order.

4.4.4 The Supplier acknowledges that the continuity and stability of skills of the members of the team are a key condition for the proper performance of the Services, and in particular for compliance with the deadlines. Thus, the Supplier shall use its best efforts to ensure the continuity of all skills necessary for the performance of the Order. The Supplier shall take all necessary measures so that possible replacements do not disrupt the performance and quality of the Services. The Supplier shall take all appropriate measures to solve difficulties notified by the Buyer, including possible replacements; if such measures are not effective, the Buyer will be entitled to terminate the Order in accordance with Article17.1 below.

4.5. VISIT OF THE SUPPLIER PREMISES

Except for security audits which are performed without notice, the Buyer reserves the right to audit Supplier premises, and/or subcontractor(s) premises pursuant to the provisions of Article 15.1 below, with a one week prior notice. The Buyer agrees to comply with the security rules applicable on the Supplier’s premises, which must have been communicated by the Supplier upon receipt of the notice of audit from the Buyer. In no event, shall such audit by the Buyer affect the Supplier’s full liability for the performance of the Services, and/or the Buyer’s right not to accept the Services in accordance with the provisions of Article 6.2 below.

4.6. QUALITY REQUIREMENTS

4.6.1 The ISO 9001 European standard “Quality Management System” (in its then current edition applicable on the day of issuance of the Order), or an equivalent standard, applies to the Services provided by the Supplier.

4.6.2 The quality requirements of the AS/EN ISO 9100 standard (in its then current edition applicable on the day of issuance of the Order) apply to the supply of aeronautical studies to the Buyer.

4.6.3 The Supplier’s quality control system must meet the quality requirements applicable to all of the Buyers’ suppliers. Upon the Buyer’s request, quality requirements applicable to intellectual services suppliers (in its then current edition applicable on the day of issuance of the Order) will also apply to studies supplied under the Order. Such requirements will be attached to the Tender File.

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4.6.4 During the Tender, the Supplier shall define in writing the steps that it will take in order to comply with the requirements listed above, either in its quality manual, or in a generic quality plan to cover all the activities carried out for the Buyer. The quality manual or the generic quality plan will need to be submitted for approval by the Buyer’s quality representative before the issuance of the Order. Such approval shall in no way release the Supplier from its liability under the Order.

4.6.5 The Supplier shall demonstrate compliance of its quality management system with the requirements provided under the GPC before the issuance of the Order.

4.6.6 Should additional quality requirements specific to a Service be issued by the Buyer, the Supplier shall plan and develop a specific process necessary to perform such Service and issue a quality plan specific to such Service in addition to the generic provisions of the generic quality plan and/or manual defined above. This specific quality plan will need to be submitted for approval by the Buyer’s quality representative before the issuance of the Order. Such approval shall in no way release the Supplier from its liability under the Order.

4.7. OBLIGATION OF INFORMATION, WARNING AND ADVICE

The Supplier has a general obligation of information, warning and advice and agrees in particular to :

• contribute to the analyses of the Buyer’s requirements and specificities by requesting, as the case may be, any Information and/or document necessary for the full understanding of such requirements ;

• inform the Buyer of the progress of the Services and/or the carrying out of the Deliverables and warn the Buyer, in writing and without any delay, on the consequences of any new request, or choice made by the Buyer concerning in particular the financial and technical conditions of the performance of the Services ;

• request all Information and/or documents that are needed for the performance of the Services and that it has not received ;

• point out, without delay and confirm in writing any default, error and/or omission that it may identify in connection with the Information and/or document that it received from the Buyer ;

• promptly collaborate with audits launched by the Buyer ;

• provide all Information and/or documents which may come useful in connection with the Services.

In particular, the Supplier shall notify the Buyer in writing immediately of any circumstance that it anticipates may affect the proper performance of the Order, in particular of any bankruptcy proceedings that may affect its company (suspension of payments, judiciary receivership or liquidation), or any other equivalent circumstance such as dissolution, or partial or full assignment of its activities. The Buyer shall inform the Supplier of the steps it considers taking following such notification, subject to any mandatory rules that may apply.

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5 – SERVICE FOLLOW UP

The parties will organize follow up meetings in accordance with the schedule set out in the Order or the Specific Contract. In the event no schedule is provided for in such Order or Contract, the following schedule of meetings will apply:

• A kick-off meeting at the date of acceptance of the Order by the Supplier pursuant to Article 3.3 above ;

• Periodical meetings on the progress of the Services. The frequency of such meetings shall be defined during the kick-off meeting ;

• An assessment meeting at the end of the performance of the Services.

However, unscheduled meetings may take place upon request by one of the parties.

The following persons shall be present during these meetings :

• the Supplier’s project manager ;

• the Buyer’s representative ;

• any person whose presence may be needed according to the agenda of the meeting, subject to the other party having been informed beforehand.

Except as agreed otherwise on a case by case basis, meetings will be held at the Buyer’s premises. The agenda shall be drafted and communicated to the Buyer at least five (5) working days before the date the meeting takes place.

The Supplier shall prepare a report before each meeting setting forth the progress of the Services and any issues which may have arisen. The Supplier shall draft minutes of each meeting within ten (10) working days from the date it took place. Such minutes will be submitted for approval by the Buyer. Such approval of the minutes shall not release the Supplier from his liability and shall not be construed as an amendment to the Order.

6 – ACCEPTANCE OF SERVICES

6.1. The Supplier agrees to perform the Services within the deadlines set out in the Order, and in particular with regards Deliverables that need to be accepted by the Buyer. The acceptance process of the Buyer will be carried out as and when (i) the Services and/or the Deliverables are deemed complete and usable by the Buyer, and (ii) the Supplier supplies evidence of their compliance with the Order. Acceptance shall be established by the Acceptance Report.

The acceptance shall not release the Supplier from its liability under Article 6.5 below.

6.2. In the event the Buyer identifies a non-compliance or default, the Buyer shall be entitled to make reservations on the Acceptance Report or to refuse the acceptance of the Services and/or the Deliverables and ask the Supplier to correct the Services and/or Deliverables, at the Supplier’s own cost, without prejudice to the Buyer’s right to terminate the Order in accordance with Article 17.1 below. The Supplier shall promptly carry out the necessary corrective actions. If the Supplier is not able to correct or to bring a bypass solution accepted by the Buyer, the Buyer reserves the right to

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terminate the Order, without prejudice to its right to claim compensation for the default and/or the non-compliance of the Services and/or the Deliverables.

6.3. In case of default by the Supplier, and if the Supplier does not correct such default within 15 days from the receipt of a written notification of the Buyer, the Buyer reserves the right to perform or have a third party perform the Services, at the Supplier’s expense. The Buyer may recover all costs incurred by the Buyer for obtaining such Service from the Supplier.

6.4. Moreover, the Supplier agrees to promptly point out any material default identified after the delivery and which may affect the security of the equipment concerned by the Services performed, or challenge the studies, works or any Deliverable stemming from the Services.

6.5. Except as agreed otherwise in the Order or the Specific Contract, the Supplier warrants the Services and/or Deliverables for a period of one (1) year from the Acceptance Report, without reservation of the Services and/or the Deliverables. To this end, the Supplier shall promptly correct the Services and/or replace the Deliverables which are defective or which generate incidents at no cost to the Buyer.

In the event of correction and/or replacement under the warranty, the contractual warranty shall be renewed for a one (1) year period from such correction and/or replacement, or for the period specified in the Order, as the case may be.

This warranty does not, in any way, affect or restrict the Buyer’s right to claim compensation in case a Service and/or Deliverable is defective.

7 – MODIFICATIONS

7.1. SERVICES DEVELOPMENT

No modification to the Services entrusted to the Supplier will bind the Buyer unless and until it is accepted under an amendment to the Order duly executed by the parties whether, such modification is requested by the Buyer or the Supplier.

7.2. DEADLINE FOR MODIFICATIONS

If the content of the Services has to be modified while the Services are being performed, the parties agree that the Services will not be interrupted if the first evaluation of the costs of such modification does not exceed ten percent (10 %) of the initial price. The parties will have a one month period to negotiate the impact of such modifications and have dully authorised representatives execute an amendment to the Order.

8 - DEADLINES – DELAYS – PENALTIES FOR DELAY

8.1. DEADLINES AND DELAY

Time is of the essence to all Orders. The deadlines set forth in the Order are mandatory and can only be modified with the Buyer’s prior written approval.

Thus, any breach by the Supplier of the deadlines set forth in the Order will give rise to the payment of late penalties under the provisions of Article 8.3 below, without prejudice to the Buyer’s right to terminate the Order pursuant to Article 17.1, if this delay cannot be attributed to a case of force

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majeure (as defined in Article 8.2 below) and if the Supplier has not benefited from an extension of the deadline (as described in this Article).

The Supplier shall inform the Buyer, in writing and without delay, of any event that might affect the contractual deadlines for the Services and/or Deliverables and of the estimated duration of the delay.

Nevertheless, should any event outside the control of the Supplier prevent the deadlines from being met, the Buyer may grant an extension of the deadline depending on the facts or circumstances put forward by the Supplier. The request for extension must be presented in writing prior to the contractual deadlines date, and as soon as the Supplier knows the predictable delay.

8.2. FORCE MAJEURE

Should the Supplier be prevented from performing the Services and/or providing the Deliverables because of the occurrence of an event of force majeure as defined hereunder, the Supplier shall be exempted from its obligation to deliver the Services in accordance with the contractual deadlines. The Supplier shall inform the Buyer in writing thereof, without delay and at the latest five (5) calendar days from the date of the event, or be subject to termination of the Order by the Buyer. The Supplier shall inform the Buyer of the means it will put in place in order to limit the effect of such event on its obligations under the order. The delivery deadlines will be extended as agreed between the Supplier and the Buyer by, at a maximum, the term

during which the Supplier was prevented from performance subject to the event of force majeure. Nevertheless, should such term of extension exceed one (1) month, the Buyer may terminate the Order, in whole or in part, under the provisions of Article 17.1 below.

For the purposes of this clause, only occurrences satisfying all the following conditions may be considered events of “force majeure”:

a) such event(s) shall be irresistible and unforeseeable; i.e. completely beyond the Supplier’s control.

b) The Supplier shall have no way of avoiding the effects or mitigating the consequences thereof.

c) Following these events, the Supplier shall have been absolutely unable to deliver on the agreed date.

The Supplier shall be able to plead delays of its own suppliers or sub-tiers only when the reason for such delays is an event of “force majeure” as defined in this clause.

8.3. PENALTIES FOR DELAY

In the event the performance of the Services is delayed, the Buyer will be entitled, without formal notice, to be paid late penalties in an amount of

- 0.5% of the price of the Order for each calendar day of delay from the contractual delivery date to the first five (5) days;

- 1 % of the price of the Order for each calendar day of delay from the 6th day of delayed delivery to the date of acceptance, without reservation, of the Services and/or the Deliverables,

on condition that this delay cannot be attributed to a case of force majeure (as defined in Article 8.2 above) and the Supplier has not benefited from an extension of deadline (as described in Article 8.1 above).

The aggregate amount of the penalties is limited to fifteen percent (15 %) of the price of the Order.

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The penalties set out above do not discharge the Supplier from performing its obligations under the Order and thus cannot be considered as full and final compensation for the loss sustained by the Buyer.

9 – PRICE - INVOICING

9.1. The Buyer agrees to pay the Supplier the price agreed between the parties and mentioned in the Order in consideration for the performance of the Services.

9.2. The price is without tax. VAT will apply to the price at the rate applicable at the date of the invoice. The price is a set and complete price. It includes all costs and expenses incurred by the Buyer for the performance of the Services under the Order, and in particular the costs of travelling to the Buyer’s or the subcontractor’s premises. The price is firm and final, except for any price revision clause provided for in the Order.

9.3. The invoice will be drafted by the Supplier and sent to the Buyer upon acceptance of the Services and/or Deliverables without reservation. The invoice must mention:

• the Order’s and the Acceptance Report’s complete references,

• the description of the Services and the price ;

• where the price is paid by bank transfer, the name and address of the bank, bank code, counter code, account number and personal code( RIB code or its equivalent).

Invoices must be attached with the original copy of all necessary evidence and/or receipts in accordance with the provisions of the Order.

9.4 Term of payment of invoices shall be defined in the Order or the Specific Contract. In the event of late payment, the parties agree to discuss it. The late payment interest shall be calculated on the basis of the total amount due excluded VAT from the date after the payment due date.

10. – CONFIDENTIALITY

10.1. INFORMATION

10.1.1 The Supplier undertakes to keep confidential and not to disclose to any third party whatsoever, either in return for payment or free of cost, and in any form whatsoever, any Information that has been communicated to it by the Buyer in connection with the Tender and/or the performance of the Services without the prior written approval of the Buyer. In case of such prior approval, the Buyer shall designate the beneficiary or beneficiaries of the Information as well as its content on condition that the Supplier has entered into a non-disclosure agreement with the designated third party or parties under the terms of the GPC.

10.1.2 The Supplier undertakes to use this Information solely for the needs of the Tender and/or performance of the Services and to disclose the Buyer’s Information only to those employees who need it for the purpose of their mission under the Order.

10.1.3 The Information remains the property of the Buyer and its disclosure shall not be construed as granting any rights to the Supplier except for the limited rights of use provided for herein.

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10.1.4 The Supplier agrees to make its employees abide to the obligations hereunder. In particular, the Buyer may require that the Supplier have each of its employees, who participates in the Tender phase and/or in the performance of the Order, execute a non-disclosure agreement providing for the same terms as the present Article. The Buyer shall be entitled to obtain a copy of such non-disclosure agreement before the Services start being performed.

10.1.5 The obligations provided herein shall not apply to Information which:

a. was, at the time of their disclosure, already published or more generally made public in any other way ;

b. was, after their disclosure, published or more generally made public in a way other than through the fault or negligence of the Supplier ;

c. was already legitimately known or available to the Supplier at the date of receipt of the Information as evidenced by contemporaneous written records of the Supplier ; or

d. was provided from a third party, without restriction as to disclosure, as evidenced by contemporaneous written records of the Supplier.

Should the Supplier be required to disclose the Information of the Buyer under an administrative or judicial order, the Supplier must immediately inform the Buyer thereof, use its best efforts to afford the Buyer with an opportunity to intervene in the proceedings, and request that the relevant authorities require that confidentiality protection measures apply to this Information.

Should the Supplier disclose to the Buyer any Information that it owns and references as confidential, the Buyer agrees to abide to the same obligations.

10.2. RESULTS

The Buyer shall be entitled to communicate the Results to any third party of its choice.

The Supplier undertakes to consider as confidential and not to disclose the Results to any third party whatsoever, without prior written approval of the Buyer. Such protection does not apply to Results made public in any other way than by negligence or any other act of the Supplier, or which were legitimately received from a third party without restriction as to disclosure, subject to evidence thereof.

10.3. PRESERVATION AND PROTECTION

10.3.1 In order to ensure the security of Information and of its medium, the Supplier shall take all precautions necessary for its protection, in particular by using information access control methods and cryptography of the Information.

10.3.2 Should the level of confidentiality justify it, the Buyer shall notify the Supplier that it is required to execute the document entitled “Confidentiality Level” attached as Appendix 1.

The document executed by the Supplier shall be returned with the acceptance of the Order prior to the beginning of the performance of the Services or prior to the Tender phase, at the Buyer’s choice. Failure to provide an executed copy of this document constitutes a condition that suspends the coming into force of the Order.

10.3.3 The Buyer reserves the right to periodically audit the Supplier in order to ensure the Supplier’s compliance with its preservation and protection of Information obligations.

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10.4. RETURN

10.4.1 At the end of the warranty period of the Services or upon termination of the Order pursuant to Article 16 below, the Supplier agrees to immediately return to the Buyer all Information disclosed by the Buyer for the performance of the Services, whatever their media, and including any copies thereof.

10.4.2 Except as agreed otherwise, the Supplier shall have to destroy all analyses, notes, minutes, or syntheses incorporating the Buyer’s Information. Furthermore, the Supplier agrees to destroy all Information in its files, archiving media and backup information systems.

10.4.3 The Supplier shall provide a certificate confirming the full return and/or destruction of all files, and Information record files upon the Buyer’s demand.

10.5. DURATION OF THE CONFIDENTIALITY

The obligations defined in the present Article 10 shall remain in force for (i) the duration of legal protection of patented Information and/or Results, or which are the subject of copyright, and for (ii) a ten (10) year period after the expiry or the termination of the Order, for any reason whatsoever, as set out in Article 17 below, for all other Information and/or Results.

10.6. SPECIFIC MEASURES

If the Buyer needs to disclose third party confidential Information, it shall be entitled to pass on to the Supplier the more restrictive obligations imposed by such third party.

10.7. SUBCONTRACTORS

The Supplier undertakes to take all measures to pass on to its Subcontractors the provisions set out in the present Article 10.

11. – INTELLECTUAL PROPERTY

11.1. INDEPENDENT INFORMATION AND/OR PATENTS

11.1.1 Independent Information and/or patents remain(s) the property of the party by which it is/they are held. Each party grants the other party a free right of use of its Independent Information and/or patents useful to the performance of the Services and solely for the performance of the Services.

11.1.2 The Supplier agrees not to modify, in any manner whatsoever, either directly or indirectly, any hardware, software, package software or documents which have been entrusted to him by the Buyer, without having informed the Buyer beforehand and having been expressly authorized by the Buyer to do so.

11.2. OWNERSHIP OF RESULTS

11.2.1 The Results (including the Deliverables) and all documents, reports, plans, drawings and models, including Software, resulting from the performance of the Services, shall be the property of the Buyer who will have free disposal thereof. The Buyer will thus be free to use, operate or transfer the said Results worldwide.

Where the Results are protected by copyright (in particular Software), the ownership rights thus transferred to the Buyer shall include rights of performance, reproduction, translation, adaptation, modification, marketing, use, retention, duplication and, more generally, all operating rights for all

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purposes. Such transfer is enforceable for the legal period of protection in all countries where those rights are protected. This transfer is included in the Price.

The Buyer will thus be entitled to apply said Results, as the owner, in the broadest manner, on all media and for all purposes.

11.2.2 The parties agree that the Buyer acquires ownership of the Results, and of the Deliverables, as and when they are produced, and in particular of the Software resulting from performance of the Services. Notwithstanding the above, the transfer of risk of loss takes place on the issue date of the Acceptance Report.

11.2.3 The Supplier shall grant the Buyer, as part of the Order, for the legal duration of the patented rights and/or of the copyrights and for all countries of the world, a free, non-exclusive, irrevocable sub-licensable and transferable right to use and/or operate the Independent Patents, know-how (for as long as such know-how shall remain substantial and secret), software or processes or techniques developed prior to or independently of the Order and of which it is the owner, author or licensee and which are necessary for the performance of the Order or the use and/or operation of the Results.

This right of use and/or of operation granted to the Buyer includes the rights of reproduction, performance, translation, adaptation and modification solely for the purpose of use and operation of the Results.

11.3. USE OF RESULTS

11.3.1 The Supplier shall refrain from using the Results referred to in Article 11.2 for any purpose other than the performance of the Services. Should the Supplier wish to use the Results, it will be required to obtain prior written approval from the Buyer.

11.3.2 Should the Buyer give such an approval and grant a non-exclusive and non-transferable right of use to the Supplier, and if the Supplier were to discover certain improvements that might or might not be the subject-matter of intellectual property rights, the Supplier agrees, in return, to promptly communicate such improvements to the Buyer and to grant the Buyer an irrevocable and free of charge right of use of the said improvements for the legal duration of the copyrights or of the patent rights in all countries of the world. Such right may be transferred by the Buyer to other Companies of SAFRAN Group and to its industrial partners. Such right of use granted to the Buyer includes the rights of reproduction, performance, translation, adaptation and modification.

11.4. PATENTS

11.4.1 The Supplier shall inform the Buyer of any ideas and inventions developed in the course of the performance of the Order. The Supplier shall keep patentable inventions secret until such time as the Buyer files a Patent application.

11.4.2 Unless the parties agree in writing otherwise, Patent applications shall be filed by and for the benefit of the Buyer. However, the Buyer shall specify the name of the inventors, and the Supplier shall be solely responsible for any additional remuneration to be paid to its employees for inventions resulting from their mission.

11.5. SOFTWARE

The Supplier shall make the source codes of Software developed under the Order available to the Buyer.

The Supplier agrees to provide the Buyer with the source codes of software for which a license has been granted to the Buyer pursuant to Article 11.2.3 above, or to register such source codes with an agency for software protection .The registration number shall be communicated to the Buyer.

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If the Supplier ceases all operations of such software or if it ceases all activity, without its obligations herein being assigned to a third party, the source codes of the said software shall be made available, free of charge, to the Buyer, which shall be entitled to use or modify them freely for its own needs.

11.6. GUARANTEE – INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

11.6.1 The Supplier warrants that it has full ownership rights of all intellectual property rights applicable to the Results which have been delivered to the Buyer in accordance with the Article 11.2. The Supplier shall hold harmless and indemnify the Buyer against all claims of third party, in connection with such intellectual rights.

11.6.2 The Supplier shall conduct the defence of the Buyer, or of its sub-licensees, against all allegations of infringement of intellectual property rights in connection with the Services and/or Deliverables at its own costs.

11.6.3 The Supplier shall bear all financial consequences, including damages, costs and outlays which the Buyer may suffer or incur therefrom on condition that the Buyer promptly notify the Supplier in writing of the existence of such allegation, that it shall allow the Supplier to conduct the defence and any negotiation in view of a settlement and that it shall cooperate with the Supplier in the said defence and negotiation.

The Supplier shall, at its own expense, compensate the Buyer for damages suffered therefrom, and it shall either:

• Obtain the right for the Buyer to continue to use the Results concerned ; or

• Replace these Results by Results which do not infringe an intellectual property right; or . Modify the Results concerned in such a way as to remove any element that infringes an intellectual property right ; or

• Agree to return by the Buyer of the elements that infringe an intellectual property right, the parties agreeing to determine by mutual consent the amount of the refund, which will not exceed the amount of the Order ; or

• Should none of the above-mentioned solutions be retained or be feasible, pay the Buyer damages in an amount equal to the amount of the Order.

11.6.4 The Supplier is under no obligation towards the Buyer when the allegation of infringement of intellectual property rights arises from a modification to the Results made by Buyer or by a third party on behalf of the Buyer.

11.7. DURATION

The obligations provided for in this Article shall survive the expiry or termination of the Order for any cause whatsoever.

12. – PUBLICATIONS – COMMUNICATIONS

12.1. All publications or communications in connection with the Services, and in particular the Results, shall be subject to the prior written approval of the Buyer. Such publications or communications shall make reference to the Buyer, unless the Buyer opposes such reference. The Buyer shall notify the Supplier of its approval, its reservations or its refusal to authorise the publication or the communication within a period of two (2) months from receipt of the request accompanied by the draft publication or communication. In the event of a negative reply of the Buyer, the Supplier will be entitled to submit a new proposal. The Buyer shall reply to this request within a period of one (1) month from the date of receipt of the request with the new proposal attached. In all events, these publications shall comply

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with the provisions of Article 10 above. Final drafts must have received prior written approval of the Buyer before they can be sent to the organization providing publication thereof.

12.2. The obligations set forth in Article 12.1 shall remain in force for the duration of the Patent with regard all patented Results, for the duration of protection specific to software with regard to the Software and, in all other cases, for a ten (10) year period after expiry or termination of the Order for any cause whatsoever.

12.3. The Supplier is required to obtain the prior written approval of the Buyer for any advertising mentioning the name, distinctive sign(s) or the trademark of the Buyer. Such obligation remains valid for the duration of the legal protection of the Buyer’s trademark.

13. – LIABILITY

13.1. LIABILITY TO THIRD PARTIES

13.1.1 Each Party shall be liable, each for itself, for losses and/or damages caused to third parties by its fault or negligence in connection with the performance of Services in accordance with general rules of Spanish law.

13.1.2 The Supplier shall be liable to third parties for losses and/or damages caused by the use of material, studies, work or any other Deliverable resulting from or in connection with the Services and which are caused by a default in the Services. Thus, the Supplier shall indemnify and hold the Buyer, and its insurers, harmless against any third party’s claim thereof.

13.2. LIABILITY BETWEEN THE PARTIES

13.1 LIABILITY TO THIRD PARTIES

13.2.1 Bodily injury

Each Party shall bear, each for himself, the financial consequences of accidents to its directly or indirectly employed personnel, which may arise in the course of the performance of the Order, whoever is the author of the accident.

Thus, both parties waive their rights to claim damages against each other for damage and/or loss caused to their employees, subject to the rights of the parties. employees, and/or their legal successors or assignees, and those of the Social Security if applicable ( e.g. in connection with the Services performed in France).

13.2.2 Property Loss

Each party shall bear the financial consequences of damage or loss to its own equipment, installations, or tools even if the other party is the author of the damage, except in case of wilful misconduct or gross negligence.

13.2.3 Entrusted property

In the course of the performance of the Services, the Buyer may entrust goods in the Supplier’s care, which it will identify, check, keep and protect. Notwithstanding the provisions of Article 13.2.2 above, the Supplier shall bear all damage or loss caused by such entrusted goods, for any reason whatsoever, except in case of the Buyer’s gross negligence.

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14. – INSURANCE

14.1. SUBSCRIPTION

14.1.1 Each party shall subscribe to the insurance policies necessary to be covered against all risks that it bears as defined under Article 13 above, and in particular a policy of “Civil Responsibility” insurance.

14.1.2 The Supplier shall underwrite an all risks damages policy on Buyer behalf to insure all damages which could occur to the Entrusted Property whatever the origin of these damages. This insurance policy will come into effect at the first euro .The Buyer will be additional insured on this insurance policy. A possible Buyer insurance policy may cover these damages but only as a complement of the Supplier insurance policy.

14.1.3 Each Party shall bear its own costs for premiums, and excesses and the deductibles of subscribed insurance policies. Should such insurances policies be insufficient to cover the Supplier’s liability under the Contractual Documents, either in amount, or in regard to the financial position of the issuers thereof, the Buyer may require the Supplier to take out at Supplier’s costs any additional policy.

14.2. CERTIFICATES

Supplier shall provide the Buyer with copies of documents evidencing that the Supplier benefits from an insurance coverage in accordance with the provisions of the present Article. Moreover the Supplier shall provide such proof annually to the Buyer as long as the Supply is in operation. This communication shall not release the Supplier from its insured liability thereof.

14.3. DAMAGE CLAIM

The Supplier undertakes to promptly declare to the Buyer any damage and to provide all necessary documents and/or information in order to submit a claim for coverage.

15 – SUBCONTRACTING - ASSIGNMENT

15.1. SUBCONTRACTING

15.1.1 In no event shall the Supplier subcontract all of the performance of the Order to a third party, or be subject to termination of the Order pursuant to Article 17.1 below. The Supplier shall not partially subcontract the performance of the Order to a third party, in any way whatsoever, without the prior written approval of the Buyer.

15.1.2 If the Supplier is authorised to subcontract, it agrees to pass on to the subcontractor its obligations under the Contractual Documents.

15.1.3 Should subcontracting be authorised, the Supplier, as prime contractor, shall coordinate and supervise the services and means put in place by his subcontractors participating in the Services. To this effect, the Supplier shall:

• Draft, carry out and enforce a schedule organizing the intervention of all the subcontractors ;

• Organize and participate to coordination and review meetings necessary for the proper performance of the Services ;

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• Set up and enforce controls and other activities necessary to ensure compliance of the subcontractors with the Order ;

• When difficulties arise, assist the subcontractors in order to secure compliance with the Order and in particular the specifications and the deadlines thereof.

15.1.4 Notwithstanding the provisions of Article 15.1.3 above, the Supplier remains solely responsible to the Buyer for the proper performance of the Services and the obligations provided for in the Contractual Documents. In no event shall the Supplier be released from its « obligations of result » hereunder on the grounds of its subcontractors’ errors or negligence.

15.1.5 If, for the purpose of performing the Order, the Supplier uses products or services exported from countries with which the Buyer has, directly or indirectly, contracted offset obligations, the Supplier shall use its best efforts to ensure that the value of its orders can be taken into consideration by the competent offset authorities in connection with these obligations.

15.2. INTUITU PERSONAE

15.2.1 Orders are governed by intuitu personae with regards the Supplier on the grounds of its specific skills. Thus, the Supplier shall not assign to a third party, in any way whatsoever, all or part of the Order, without the Buyer’s prior written approval or be subject to termination pursuant to Article 17.1 below, including in the event of merger, break-up, liquidation or other transaction. The Supplier shall not assign any of its duties or obligations under the Order. The Supplier may assign its right to monies due or to become due. In case of approval, the assignee shall be deemed to be the Supplier and shall comply with all contractual conditions of the Contractual Documents.

15.2.2 The Buyer reserves the right to transfer or assign to any third party, all or part of the Order and the rights and obligations thereof, subject to written notification to the Supplier.

16 – EXPORT CONTROL

16.1. The Supplier shall upon receipt of an Order or signature of a Specific Contract notify the Buyer in writing if any part or all of the Services, including technical documentation, are subject to any type of export control regulation; this condition is a prerequisite to the entering into force of all Orders and /or the Specific Contract. The Supplier warrants that all such information provided to the Buyer is correct, complete, accurate and relevant and, the Supplier shall forthwith notify to the Buyer any change, or expected change, which would alter applicable export control regime.

16.2. The Supplier shall, without any additional expenses for the Buyer, make an application in due time before the relevant governmental authorities, for any license or export authorization required for use of the Services by the Buyer and delivery to its customers or any other end-user specified by the Buyer to the Supplier.

16.3. In the event that the export and/or reexport of part or all of the Services are subject to the granting of a license by governmental authorities, all Orders and the Specific Contract if any will enter into force only upon the effective issuance of such licence, the Supplier shall forthwith inform the Buyer of such issuance, shall provide to the Buyer a duplicate of such license or a certificate describing the associated restrictions applicable to the retransfer or re-export to a third party of part or all of the Services by the Buyer and any other related documents which may be necessary or convenient for the Buyer’s purposes.

16.4. In the event that the license would be withdrawn, not renewed or no longer valid, and such circumstances would be attributable to the Supplier, the Buyer shall be entitled to terminate, in whole

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or in part, all Orders and/or the Specific Contract, without prejudice to any rights or remedies of the Buyer hereunder or by law.

16.5. The Supplier shall indemnify and hold the Buyer and its Customers harmless from and against all consequences of any claims of export control authorities against the Buyer and its Customers in connection with the use or operation of part or all of the Services provided under the Orders or Specific Contracts. The Supplier shall defend, indemnify and hold the Buyer and its Customers harmless from and against all other consequences, including without limitation any costs, outlays losses and damages which they may suffer or incur there from.

16.6.

16.6.1 The Buyer shall inform the Supplier of the classification regarding export control of the documentation, information, know-how, equipment, or goods provided by Buyer to Supplier, and shall notify the Supplier of any change of such classification, within fifteen (15) working days after itself being notified of such change.

16.6.2 The Supplier shall implement all security measures necessary to avoid any transfer or communication, whatsoever, to a “Non Authorised Person” to any information subject to export control regulations, provided and designated as such by the Buyer.

17. – TERMINATION

17.1. TERMINATION BY ONE OF THE PARTIES

17.1.1 Each of the parties will be entitled to terminate the Order ipso jure in full or in part in the following cases of default :

• Breach by the other party of any obligation contained in the Contractual Documents;

• Reorganization, or similar procedures, Judicial liquidation of the other party without prejudice to applicable mandatory provisions ;

• Takeover of the Supplier by a competitor of the Buyer, unless the Buyer agrees to the continuation of the Order ;

• Voluntary discontinuance of its business by the Supplier;

• A major change in the social and industrial organization of the Supplier which may undermine the proper performance of the Order.

Such termination will become effective only thirty (30) calendar days after a registered letter with return receipt setting out the reasons for the termination is sent by the party entitled to terminate, unless the defaulting party has remedied the breach during this period or unless it alleges a case of force majeure as described in Article 8.2 above.

Termination does not release the defaulting party from meeting its contractual obligations until the effective date of termination, without prejudice to compensation for losses sustained by the terminating party for the breach of the provisions of the Order.

17.1.2 In the event of termination under Article 17.1.1 above, a detailed breakdown of termination shall be drafted including in particular:

• The losses suffered by the terminating party evidenced by supporting documents ;

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• All sums due by the defaulting party to the terminating party such as advances and down payments;

• The value of the Services provided to the Buyer based on their progress and on the prices set forth in the Order. In the event of termination attributable to the Supplier, the use of the Services performed for the Buyer shall be taken into account at the date of termination.

17. 2 TERMINATION BY THE BUYER

17.2.1 The Buyer shall be entitled to terminate the Order, in full or in part, for convenience, by registered mail notification to the Supplier to cease performance under the Order. This termination shall be effective from the date of receipt of the Buyer’s notification, the Supplier agreeing to comply with the Buyer’s instructions as to the end of the Services, and in particular with the applicable terms and deadlines.

17.2.2 In the event of termination under the present Article17.2, a detailed breakdown of termination shall be provided including in particular:

• Where applicable, all sums paid as advances and down payments;

• The value of all Services provided to the Buyer based on their progress and on the prices set forth in the Order.

18 – COMPLIANCE WITH LAWS

For the performance of the Order, the Supplier guarantees to the Buyer strict compliance to Spanish and European enforceable legislative and regulatory provisions and to applicable quality requirements and standards including in particular those relating to health, hygiene, safety, product traceability and environmental protection.

19- MISCELLANEOUS

19.1. In the absence of provisions to the contrary in the Order or in its appendices, the French language shall be the language of all contractual documents to which the present GPC apply or refer to as well as of all documents or reports submitted to Buyer by the Supplier in connection with performance of the Services.

19.2. Should any term of the Contractual Documents be found to be invalid, the remainder shall continue to be enforceable. The parties shall then negotiate a new provision to replace the invalid term.

19.3. In no event shall any failure of one of the parties in alleging a breach of the Contractual Documents be construed as a waiver to benefit from any right or remedy provided in the Contractual Documents.

19.4. The Supplier acts in its own name and own behalf as an independent contractor. It is neither entitled nor authorised to act on behalf of the Buyer in any manner whatsoever. None of the provisions of the Contractual Documents shall be construed as creating between the Supplier and the Buyer any power of attorney, an affiliate, an agency or employment relationship.

19.5. Articles 10, 11, 12, 13, 14, 16, 18 and 20 of these GPC shall survive the end of the Order whatever the reason thereof.

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19.6. Supplier shall maintain high standards of integrity. Therefore Supplier warrants that neither it nor any of its employees or agents have offered or give nor will offer or give any payment, gift, favor to Buyer’s employees or agents for the purpose of securing Orders. Supplier shall immediately report to Buyer’s Supply Director in case of violation of this undertaking.

Without prejudice to any possible judicial recourse Supplier shall have the right to terminate all Orders without indemnity.

20. – APPLICABLE LAW AND SETTLEMENT OF DISPUTES

20.1. APPLICABLE LAW

The Contractual Documents shall be governed by Spanish law.

20.2. SETTLEMENT OF DISPUTES

EXCEPT AS AGREED OTHERWISE IN THE ORDER, THE PARTIES AGREE THAT ANY DISPUTE RELATING TO THE, VALIDITY, INTERPRETATION, PERFORMANCE AND/OR TERMINATION OF THE CONTRACTUAL DOCUMENTS SHALL BE UNDER THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL TRIBUNAL OF MADRID, SPAIN, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES, EVEN IN CASE OF APPLICATION FOR SUMMARY PROCEEDINGS OR PROTECTIVE MEASURES.

NAME OF THE SUPPLIER :

NAME OF THE SIGNATORY :

TITLE:

DATE :

SIGNATURE

SUPPLIER STAMP :

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APPENDIX 1

CONFIDENTIALITY LEVEL

0rder No……..

The Buyer has notified the Order referenced above in connection with the Services

__________ ________________to ___________________________________________ (the “Supplier”).

The Services are subject to a protection of the level: Industry Confidential.

The persons listed below are solely authorised to have knowledge thereof, and certify that

they acknowledge the required level of confidentiality and the rules pertaining thereto and

that they agree to comply therewith.

NAMES SIGNATURES

The Supplier, represented by Mr. ______________ , undertakes to ensure that all of the measures pertaining to Industry Confidential will be complied with during the performance of its activities and, as the case may be, in its relations with other companies for the performance of these Services. At a minimum, these measures shall be in accordance with the document attached herewith entitled “Rules of protection pertaining to the confidentiality level”.

The provisions of the present document shall survive the expiry or termination of the Order referred to above for a period of ten (10) years.

Only the Commercial Tribunal of Madrid will be authorised to hear disputes that may arise in connection with the interpretation or performance of the present document.

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RULES OF PROTECTION PERTAINING TO THE CONFIDENTIALI TY LEVEL

INDUSTRY CONFIDENTIAL

RECITALS:

This document is in compliance with the inter-ministerial instructions on the protection of scientific, industrial and technological patrimony.

RULES:

Marking and identification:

All documents issued in conjunction with the Order shall have:

- each page marked ‘Industry Confidential’ by an indelible red ink stamp;

- a registration number;

- pagination;

- a list of named recipients.

Dispatching:

All documents shall be placed in a first closed envelope bearing:

- the name of the recipient;

- the “Industry Confidential” stamp;

- the words “To be opened only by the recipient”

This envelope shall be placed in a second closed envelope, which should normally be sent by registered mail.

Recording and copy:

The copy by the Supplier of a document or documents classified “Industry Confidential” is authorised and strictly limited to the purpose of performance of the Services.

Copies shall be subject to the same conditions of marking and of identification as the original, and shall also bear the stamp “Industry Confidential” in red.

It is mandatory for the Supplier to record the documents that it has issued as well as any copies made (document originating from the Buyer or from the Supplier) by indicating the number of copies and the recipients on a registration ledger.

Holding – Preservation:

Except when they are in use, even temporarily, by the holder, documents which are under a “Industry Confidential” protection must be placed in an office cabinet locked by key.

More generally, the documents must be easy to remove from the sight of any person who has no need to know, in particular when receiving visitors in the offices, laboratories or secretarial offices.

The Supplier shall keep no document, copy of any document, sketch, note or object of any kind in connection with the activity to be performed under the Order, and it shall return all said documents and objects to the Buyer, unless otherwise agreed beforehand by the Buyer.

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APPENDIX 2

EDI CONVENTION

This Appendix sets the conditions under which the Purchaser and the Supplier will make Electronic Data Exchanges (EDIs) through networks, in the course of performance of the Orders.

A) Definitions

- Electronic Data Exchange (EDI): electronic transfer from one computer to another, via a network, of data in the form of an EDI message.

- EDI Message: a set of structured segments established in a form that allows the message to be read unambiguously by the computer.

- Acknowledgement of Receipt: message transmitted by the recipient of an EDI Message to acknowledge receipt of this EDI Message and to acknowledge the legibility of this message.

B) Nature of the exchanged information

The information that may be exchanged through EDI Messages shall be defined in the Orders.

Any other information shall only be exchanged on paper, unless the Parties agree in writing that such other information will fall within the scope of this Appendix.

C) Validity of the EDI content

The exchange of information via EDI is made at the time when and at the place where the EDI Message is made available in full and in legible form to the information system of the recipient.

Upon reception of an information item transmitted via EDI by the computer of the recipient, the recipient will issue an Acknowledgement of Receipt to the issuer. It will then be considered that the recipient has correctly received the transmitted information, unless the receiving Party notifies the other Party of any problem of legibility or interpretation of the transmitted data. This notification may be made by any means.

The receiving Party may not in any case modify any message received. Changes may only be made by the issuing Party, and in this case the issuing Party shall include a specific statement to indicate the change.

Only the messages issued by an authorized sender having the agreed electronic signature shall be taken into account by the recipient.

D) Recording and preservation of the EDI Messages

The Parties shall keep all the EDI Messages exchanged and shall take all security measures available to guarantee that such messages will not be altered. The Parties thus undertake to comply with a number of checking procedures, such as the preservation of the information sent by EDI in its original form and in chronological order of transmission.

In this context, the Parties shall make sure that the information exchanged via EDI is preserved in electronic or computer logs that will record the transfers sent and received, and will be easily accessible. The Parties shall also make sure that this information can be reproduced in legible form by physical persons and can be printed, as required, to constitute as much as possible a representative and durable copy of the original.

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E) Acceptability of the EDI Messages as evidence

Each Party hereby accepts that the EDI Messages exchanged on the basis of this Appendix and in conformity with the provisions of this Appendix shall be an evidence equivalent to that of a paper document.

Accordingly, the Parties undertake not to contest the authenticity of the information exchanged and not to contest such information on the sole ground that the operation was carried out via EDI.

The Parties further undertake to accept that, in case of dispute, the records of information exchanged via EDI that have not been kept can be produced to the cognizant arbitration courts or jurisdictions, for use as proofs of the elements they contain, until any evidence to the contrary can be produced on an undisputable medium.

F) Security of the EDI Messages

The Parties shall implement and maintain security procedures and measures to protect the EDI Messages against all risks of unauthorized access, modification, delay, destruction or loss.

The security procedures and measures include the verification of the sender and of the integrity. All the information exchanged via EDI shall therefore identify the sender and the recipient. Each Party thus undertakes to give the other Party a list of the persons authorized to send information via EDI, and shall update the list as appropriate and indicate the applicable electronic signatures.

If the security procedures or measures cause an EDI Message to be rejected or an error to be detected in a message, the recipient shall promptly notify the sender.

The recipient of an EDI Message that has been rejected or that contains an error may not use the said message without the authorization of the sender. When a rejected or erroneous message is retransmitted by the sender, it shall clearly indicate that it is a corrected message.

The Parties also undertake to set up and maintain the operational environment required to ensure proper operation of the EDI. The Parties shall thus provide and maintain the hardware, software and services needed to transmit, receive, translate and preserve the EDI Messages.

G) Confidentiality

The Parties shall make sure that the information contained in the EDI Messages remains confidential and is not disclosed or retransmitted to any unauthorized persons or used for any purposes other than the performance of the Orders.