Terms and Conditions - Product Sales

Rev 2021.07.7
- 14 -
E. If Waiver of Trial by Jury Not Permitted. If a claim, dispute, or controversy arises between the
Parties with respect to a Product or Service delivered by PHI to Buyer, and only if a waiver of a trial by jury
is not permitted by applicable law or a ruling by a court of competent jurisdiction, either Party my require
that the Dispute be resolved by binding arbitration. By agreeing to arbitrate all Disputes, each Party gives
up any right that the Party may have to a trial by jury as well as other rights that the Party would have in a
court that are not available or are more limited in arbitration, such as the rights to discovery and to appeal.
20. Confidential Information. Confidential Information may only be disclosed to the receiving party’s
personnel, profession advisors, agents, and subcontractors (“Representatives”), on a “need to know” basis
in connection with the use of the Product. Representatives shall be bound to treat the confidential
Information under terms at least as restrictive as those herein, and the receiving party shall be liable for
unauthorized disclosures by its Representatives. Each party will use at least the same degree of care as its
employees with respect to its own Confidential Information, but not less than a commercially reasonable
standard of care. The foregoing shall not apply to information that (i) is independently developed without
the use of the other party’s confidential Information; (ii) has been obtained from a source which is not under
a confidentiality obligation; or (iii) is or becomes publicly available without fault of the receiving party. If
receiving party must disclose Confidential Information as required by law, it shall give reasonable prior
notice to the disclosing party. These obligations shall continue for three (3) years from the initial date of
disclosure, except that obligations related to information about a party’s intellectual property shall never
expire.
21. Miscellaneous.
A. Force Majeure Event/Contingencies. PHI will not be in breach of a Contract and will not be liable
for any non-performance or delay in performance of the Contract if such non-performance or delay is due
to a Force Majeure Event. PHI
shall be entitled to a reasonable extension of its obligations under the
Contract if a Force Majeure Event. If, with respect to fulfilling a specific Contract, a delay arising out of a
Force Majeure Event persists for a period of time that PHI considers unreasonable, PHI
may, without
liability on its part, terminate the Contract.
In the event of a shortage of components due to a Force
Majeure Event, PHI may, at its sole discretion allocate Product production and deliveries.
B. Compliance with Laws. In performing its obligations under these Terms of Sale, each party
agrees to comply with all laws and regulations applicable to such party including the customs and export
control laws and regulations of the United States and the country in which the Product(s) are delivered.
Buyer is subject to and solely responsible for compliance with the export control and economic sanctions
laws of the United States and other applicable jurisdictions. No Product may be used, sold, leased, exported,
re-exported, or transferred except in compliance with such laws, including, without limitation, export
licensing requirements, end-user, end-use, and end-destination restrictions, and prohibitions on dealing
with sanctioned individuals and entities including but not limited to persons on the Office of Foreign Assets
Control’s Specially Designated Nationals and Blocked Persons List or the U.S. Department of Commerce
Denied Persons List. Buyer represents and warrants that Buyer is not subject or a target of, and that Buyer
is not located in a country or territory that is the subject or target of, economic sanctions of the United
States and other applicable jurisdictions.