Installation Guide

7 Insurance
7.1 Supplier shall maintain Commercial General Liability Insurance on an occurrence basis with limits of not less than the amounts
specified on the Insurance Approval Request Form attached to this SBA. HDPA, its parent, affiliates and subsidiaries shall be named as
an additional insured. Supplier's insurance must be the primary policy with respect to any loss. Supplier, its agents and subcontractors
shall maintain Worker's Compensation Insurance for all of its employees performing any in-store services to HDPA to the fullest extent
required by the Applicable Laws and Standards of the states in which such services are being performed. Supplier further agrees to
forward a copy of this SBA to its insurer(s). Supplier will have its insurance agent or insurance company provide HDPA with a current
Certificate of Insurance evidencing the required coverage, as well as renewal certificates at least thirty (30) days prior to the expiration of
coverage. Supplier further agrees that upon notice of a claim against HDPA involving Merchandise sold to HDPA that Supplier will
immediately and without delay notify all insurance carriers which issued policies to Supplier. Thereafter, Supplier agrees to keep HDPA
fully informed of all activity, including but not limited to providing HDPA with all correspondence, and action taken with regard to any
claim that we have presented to them or with regard to any claim by any insurance carrier. Additionally, Supplier and its insurer shall
provide to HDPA thirty (30) days prior written notice of non-renewal, cancellation or other change in coverage which may impair or
otherwise affect HDPA's rights thereunder. Supplier's obligations under this Section 7 shall in no way affect the indemnification, remedy
or warranty provisions set forth in this SBA.
7.2 If Supplier is selling to HDPA or H.D.V.I. Holding Company, Inc. all insurance must be written by a U.S. insurance company which is
rated in the most recent edition of Best's Key Rating Guide (Property-Casualty edition) or such other rating agency guide reasonably
acceptable to HDPA as the equivalent of A-VIII or better. If Supplier is selling to Home Depot Puerto Rico, Inc., all insurance must be
written by an insurance company authorized to engage in insurance business in Puerto Rico which is rated in the most recent edition of
Best's Key Rating Guide (Property-Casualty International edition ) or such other rating agency guide reasonably acceptable to HDPA as
the equivalent of A-VIII or better.
8 Termination, Cancellation and Returns
8.1 HDPA reserves the right to terminate or cancel any PO in whole or in part at any time before receipt of the Merchandise without
incurring any liability.
8.2 Should Supplier fail to comply with any of the terms or conditions of a PO, HDPA may cancel the PO and any future POs or reject or
return the Merchandise received, at HDPA's discretion and at Supplier's expense. Any failure to immediately discover the non-
compliance of the Merchandise shipped under a PO shall not preclude HDPA from later exercising its rights under th is Section, provided
that HDPA gives commercially reasonable notice after such failure is reasonably discovered by HDPA.
8.3 HDPA expressly retains its right to (a) terminate any past, current or future POs, (b) pursue a claim or charge-back with Supplier,(c)
require Supplier to replace Merchandise within a reasonable time period set forth by HDPA, (d) destroy Merchandise, and/or (e) revoke its
acceptance of Merchandise for any of the following: (i) Merchandise that is defective in whole or in part, is received with less than or in
excess of the quantity, weight or volume provided for in the PO, or is deficient in product quality, (ii) Merchandise that varies in any
respect from the samples from which or specifications for which the PO was placed, (iii) Merchandise that fails to comply with HDPA
product requirements, the SER Standards or any Applicable Laws and Standards; (iv) Merchandise that infringes the intellectual property
rights of a third party, (v) Merchandise that does not comply with any representation, guarantee, warranty or other obligation under the
SBA or (vi) any Merchandise shortage, damage, lack of timely shipment or other defect of freight that comes to HDPA's attention. All
costs associated with the actions contemplated in this Section 8.3 shall be charged to Supplier.
8.4 HDPA shall be responsible to pay Supplier only for POs accepted through the date of termination.
9 Recall
9.1 In the event the Consumer Product Safety Commission, the Food and Drug Administration, or any or other federal, state, provincial
or local agency (an "Agency") issues an order pursuant to any consumer protection law (hereinafter referred to as the "Safety Laws")
requiring either HDPA or Supplier to provide a safety notice, recall, replace, repair or make refunds with respect to all or part of any
Merchandise, or where both parties agree or where either party determines in its reasonable discretion that a recall or notification is
warranted prior to or without regard to any proceeding or determination by an Agency(a "Recall"), HDPA and Supplier shall work
together to do so at Supplier's expense. Supplier shall assume all costs and expenses of such Recall, including but not limited to
Merchandise handling expenses of at least $2,000 per store where Merchandise subject to the Recall may have been sold, any other
direct expenses incurred and profits lost as a result of the Recall. Nothing in this Section shall prevent HDPA from taking any actions as
may be required of it under the Safety Laws or from communicating directly with an Agency with respect to the Merchandise. HDPA
expressly reserves the right to report information regarding the Merchandise pursuant to its reporting obligations under Section 15(b) of
the Consumer Product Safety Act or any other Applicable Laws and Standards.
10 Intellectual Property
10.1 Supplier grants to HDPA the non-exclusive, worldwide, royalty-free right and license to use and display any Merchandise
information, Merchandise warranty information, advertising, images and/or intellectual property Supplier furnishes to HDPA during the
term of this Agreement ("SupplierContent"). Supplier is responsible for ensuring that all Supplier Content is accurate, truthful and
complete and does not infringe upon a third party's intellectual property rights.
10.2 Supplier acknowledges and agrees that all patents, designs, trade names, trademarks, copyrights, trade secrets, logos or work
product owned or created by or for HDPA or in collaboration with HDPA is and shall remain the sole property of HDPA or shall be
assigned to HDPA("HDPA IP"). Supplier will provide requested specimens, samples, diagrams and signed documents to assist in
perfecting HDPA's IP rights. Nothing contained herein shall limit the defense and indemnification obligations of Supplier under Section 6.
11 Computer Systems Access
11.1 HDPA, from time to time in its sole discretion may elect to grant Supplier limited, non-transferable access to certain proprietary
computer systems and technologies (the "Systems"). In order to receive such access, Supplier agrees to the following:
a. Supplier will have or promptly create internal security policies that, at a minimum, comply with this Section and common industry
standards and protect the integrity of the Systems. The Systems must at all times be protected from unauthorized use, theft, misuse,
Invitation Type:New Vendor 12/23/20 19:44:50
SBA# 48946_1
Page 14 of
17