Common use of SERVICES AND PURCHASE ORDERS Clause in Contracts

SERVICES AND PURCHASE ORDERS. During the Term of this Agreement, Company shall perform certain fulfillment services for Client which may include any or all of the following: receipt, put away, storage, order selection, shipment, processing of returns, related customer service and administrative functions and other services. The detailed terms and conditions of any and all projects entered into between the parties may be set forth in a form and format substantially similar to the Purchase Order of even date herewith and delivered concurrently herewith as the "Original Purchase Order," which sets forth the fulfillment project. The parties acknowledge and agree that in addition to the terms and conditions of the Original Purchase Order and any other comparable Purchase Order acknowledged in writing by the parties hereto and referencing this Schedule and the Agreement, with each a "Purchase Order" and collectively the "Purchase Orders," the general terms of this Schedule and the Agreement shall apply to each project contained therein, as applicable, and the overall relationship between the parties. Company shall not be required to engage in any activities which are not expressly set forth in a Purchase Order. Commencing as of the date hereof and continuing during the term of this Schedule, the Company shall, subject to the terms and conditions of this Schedule and any Purchase Orders, provide Client or cause the Company's various affiliates, all of which are collectively referred to as the "Company," to provide the services identified on any Purchase Orders or otherwise agreed to by the parties in writing, collectively referred to as "Fulfillment Services." This fulfillment Schedule and any applicable Purchase Orders are based on specifications provided by Client and agreed to by the Company on the date of the Schedule or Purchase Order. Specification changes, prior to the acceptance of the Schedule or Purchase Order or during the term of the Schedule or Purchase Order, entitles the Company to adjust prices accordingly. Company shall perform the Fulfillment Services in a good and efficient manner. Company shall supply all necessary training to employees and staff members working within the fulfillment facility located at 00000 X Xxxxxxxxx Xxxxx, #000, Xxxxxx, Xxxxxxxx, 00000 (the "Facility"), or wherever the Facility may be located during the term of the Agreement. From time to time during the term of this Schedule, Client may request that the Company take part in a new project(s). Any such request may be in the form of a Purchase Order. The Company reserves the right to accept or decline any project in which Client seeks its participation for any reason; provided, however, that the Company shall discuss in good faith with Client any request that the Company take part in a new project and shall give any such request due and fair consideration. In the event a new project is accepted, a Purchase Order may be created pursuant to the terms hereof and attached to and made a part of this Schedule. Company agrees to follow all of the Standard Operating Procedures (the "Operating Procedures") available at xxxx://xxx.xxxxxxxx.xxx/operatingprocedures/, which are incorporated herein by this reference. Company may revise the Operating Procedures from time to time and will update the above-listed URL with any revisions. Client should revisit the Operating Procedures on a regular basis as revised versions will be binding upon Client upon the posting of the revised Operating Procedures by Company without express notice to Client. The books and records related to the Fulfillment Services shall be maintained by Company at Company's principal place of business and open to inspection by Client during regular working hours. Client will be entitled to inspect any and all contract documents, change unfulfilled orders/purchase orders, and change tracking/consumer information (including billing information). Company will not rely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to this Agreement unless otherwise specified in this Agreement. Any advice given by Company regarding the Fulfillment Services shall be considered a suggestion only, not an instruction. Client retains the right to inspect, stop, or alter the work of Company to assure its conformity with this Agreement.

SERVICES AND PURCHASE ORDERS. A. During the Term of this Agreement, Company shall perform certain fulfillment services for Client which may include any or all of the following: receipt, put away, storage, order selection, shipment, processing of returns, related customer service and administrative functions and other services. The detailed terms and conditions of any and all projects entered into between the parties may be set forth in a form and format substantially similar to the Purchase Order of even date herewith and delivered concurrently herewith as the "Original Purchase Order," which sets forth the fulfillment project. The parties acknowledge and agree that in addition to the terms and conditions of the Original Purchase Order and any other comparable Purchase Order acknowledged in writing by the parties hereto and referencing this Schedule and the Agreement, with each a "Purchase Order" and collectively the "Purchase Orders," the general terms of this Schedule and the Agreement shall apply to each project contained therein, as applicable, and the overall relationship between the parties. Company shall not be required to engage in any activities which are not expressly set forth in a Purchase Order. . B. Commencing as of the date hereof and continuing during the term of this Schedule, the Company shall, subject to the terms and conditions of this Schedule and any Purchase Orders, provide Client or cause the Company's various affiliates, all of which are collectively referred to as the "Company," to provide the services identified on any Purchase Orders or otherwise agreed to by the parties in writing, collectively referred to as "Fulfillment Services." " C. This fulfillment Schedule and any applicable Purchase Orders are based on specifications provided by Client and agreed to by the Company on the date of the Schedule or Purchase Order. Specification changes, prior to the acceptance of the Schedule or Purchase Order or during the term of the Schedule or Purchase Order, entitles the Company to adjust prices accordingly. . D. Company shall perform the Fulfillment Services in a good and efficient manner. Company shall supply all necessary training to employees and staff members working within the fulfillment facility located at 00000 X Xxxxxxxxx Xxxxx, #000, Xxxxxx, Xxxxxxxx, 00000 (the "Facility"), or wherever the Facility may be located during the term of the Agreement. . E. From time to time during the term of this Schedule, Client may request that the Company take part in a new project(s). Any such request may be in the form of a Purchase Order. The Company reserves the right to accept or decline any project in which Client seeks its participation for any reason; provided, however, that the Company shall discuss in good faith with Client any request that the Company take part in a new project and shall give any such request due and fair consideration. In the event a new project is accepted, a Purchase Order may be created pursuant to the terms hereof and attached to and made a part of this Schedule. . F. Company agrees to follow all of the Standard Operating Procedures (the "Operating Procedures") available at xxxx://xxx.xxxxxxxx.xxx/operatingprocedures/, which are incorporated herein by this reference. Company may revise the Operating Procedures from time to time and will update the above-listed URL with any revisions. Client should revisit the Operating Procedures on a regular basis as revised versions will be binding upon Client upon the posting of the revised Operating Procedures by Company without express notice to Client. . G. The books and records related to the Fulfillment Services shall be maintained by Company at Company's principal place of business and open to inspection by Client during regular working hours. Client will be entitled to inspect any and all contract documents, change unfulfilled orders/purchase orders, and change tracking/consumer information (including billing information). . H. Company will not rely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to this Agreement unless otherwise specified in this Agreement. Any advice given by Company regarding the Fulfillment Services shall be considered a suggestion only, not an instruction. Client retains the right to inspect, stop, or alter the work of Company to assure its conformity with this Agreement.

SERVICES AND PURCHASE ORDERS. During All Services shall be ordered by Alnylam pursuant to a Purchase Order and shall be consistent with the Term of then-current Forecast. Each Purchase Order will be appended to this Agreement, Company shall perform certain fulfillment services will include the material terms for Client which the order, and may include any or all the scope of the following: receiptwork, put awayspecified Services, storageSpecifications, order selectiondeliverables, shipmenttimelines (including Manufacturer’s committed Batch disposition month), processing of returns, related customer service and administrative functions and other services. The detailed terms and conditions of any and all projects entered into between the parties may be set forth committed Product quantity in a form and format substantially similar to the Purchase Order of even date herewith and delivered concurrently herewith as the "Original Purchase Order," which sets forth the fulfillment project. The parties acknowledge and agree that in addition to the terms and conditions of the Original Purchase Order and any other comparable Purchase Order acknowledged in writing by the parties hereto and referencing this Schedule and the Agreement, with each a "Purchase Order" and collectively the "Purchase Orders," the general terms of this Schedule and the Agreement shall apply to each project contained therein, as applicablegrams, and the overall relationship between the parties. Company shall not be required to engage in any activities which such other details and special arrangements as are not expressly set forth in a Purchase Order. Commencing as of the date hereof and continuing during the term of this Schedule, the Company shall, subject to the terms and conditions of this Schedule and any Purchase Orders, provide Client or cause the Company's various affiliates, all of which are collectively referred to as the "Company," to provide the services identified on any Purchase Orders or otherwise agreed to by the parties in writing, collectively referred with respect to as "Fulfillment Services." This fulfillment Schedule and any applicable Purchase Orders are based on specifications provided by Client and agreed the activities to by the Company on the date of the Schedule or be performed under such Purchase Order. Specification changes, prior Each Purchase Order submitted to Manufacturer by Alnylam that conforms to the acceptance requirements of this Agreement and the Schedule or applicable Forecast shall be deemed accepted by Manufacturer when received from Alnylam unless Manufacturer provides Alnylam with written notice of rejection, including specific reasons for such rejection, within [***] days of receipt of any Purchase Order based on Alnylam’s financial condition or during timely payment history. For the term avoidance of the Schedule or Purchase Order, entitles the Company to adjust prices accordingly. Company shall perform the Fulfillment Services in a good and efficient manner. Company shall supply all necessary training to employees and staff members working within the fulfillment facility located at 00000 X Xxxxxxxxx Xxxxx, #000, Xxxxxx, Xxxxxxxx, 00000 (the "Facility"), or wherever the Facility may be located during the term of the Agreement. From time to time during the term of this Schedule, Client may request that the Company take part in a new project(s). Any such request may be in the form of a Purchase Order. The Company reserves the right to accept or decline any project in which Client seeks its participation for any reason; provided, however, that the Company shall discuss in good faith with Client any request that the Company take part in a new project and shall give any such request due and fair consideration. In the event a new project is accepteddoubt, a Purchase Order may be created pursuant accepted by manual signature, electronic signature or via other electronic means mutually acceptable to both Manufacturer and Alnylam. Documents relating to the relevant project, including Specifications, proposals, quotations and any other relevant documentation, will only be effective if attached to the applicable Purchase Order and incorporated in the Purchase Order by reference. Each accepted Purchase Order will be subject to the terms hereof of this Agreement and attached to will be incorporated herein and made a form part of this ScheduleAgreement. Company agrees to follow all of Manufacturer will perform the Standard Operating Procedures (the "Operating Procedures") available at xxxx://xxx.xxxxxxxx.xxx/operatingprocedures/, which are incorporated herein by this reference. Company may revise the Operating Procedures from time to time and will update the above-listed URL with any revisions. Client should revisit the Operating Procedures on a regular basis as revised versions will be binding upon Client upon the posting of the revised Operating Procedures by Company without express notice to Client. The books and records related to the Fulfillment Services shall be maintained by Company at Company's principal place of business and open to inspection by Client during regular working hours. Client will be entitled to inspect any and all contract documents, change unfulfilled orders/purchase orders, and change tracking/consumer information (including billing information). Company will not rely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to this Agreement unless otherwise specified in this Agreement. Any advice given each Purchase Order, as amended by Company regarding any applicable Change Order(s), in accordance with the Fulfillment Services shall be considered a suggestion only, not an instruction. Client retains the right to inspect, stop, or alter the work terms and conditions of Company to assure its conformity with such Purchase Order and this Agreement.