Common use of Tooling Clause in Contracts

Tooling. 18.1 Supplier shall maintain the Tooling in good condition so that the manufacture of the Products is not interrupted. 18.2 Supplier shall use MARELLI’s Tooling owned by MARELLI exclusively for manufacturing the Products. It is expressly forbidden any other use unless otherwise authorized in writing by MARELLI. Supplier shall, immediately upon MARELLI’s request, deliver the Vendor Tooling to MARELLI or its nominee in accordance with MARELLI’s instructions. All Vendor Tooling shall be marked as the property of MARELLI by Supplier, shall not be commingled with the property of Supplier or any third person, and shall not be moved from Supplier’s premises (except for repair or modification) without MARELLI’s prior written approval. Supplier shall not modify, lease, transfer or dispose of any Vendor Tooling unless Supplier obtains MARELLI’s prior written consent. 18.3 All Tooling owned by MARELLI and made available to Supplier for Product’s manufacturing shall be labeled with a registration number as communicated to MARELLI. Moreover, such number shall be indicated in Supplier’s statutory books as MARELLI’s exclusive property. 18.4 Supplier shall use MARELLI’s Tooling owned by MARELLI based on a free loan agreement between the Parties and a specific Tooling loan agreement shall be signed by and between the Parties in accordance with the MARELLI standard template. 18.5 This Agreement and/or the Tooling loan agreement, mentioned before, may the rightfully terminated, irrespective of any previous notice, whether judicial or extrajudicial notification or claim, and without being payable any compensation to the other party, in case of: a) Abandonment of the Tooling or improper conservation thereof by Supplier; b) Breach of any of the terms herein by either party, and also, by acts that implicate in breach of trust by Supplier; c) Suspension or termination of this Agreement for any reason, or of the supply of Products; d) Use, by Supplier, of the Tooling for any other purpose than the shipping of the products to MARELLI; e) Dissolution, liquidation, application for judicial recovery, order of bankruptcy or verification of insolvency status of the Supplier.

Tooling. 18.1 Supplier The parties acknowledge that Buyer is providing the tools, tooling, capital equipment, and fixtures identified on Appendix 4 of this Agreement (collectively, the “Tooling”), and such Tooling is and shall maintain be at all times the sole and exclusive property of Buyer which is currently free and clear of any claims, liens or encumberances and Seller shall ensure that it does not cause or allow the Tooling in good condition so to be subject to any claims, liens or encumbrances except to the extent that any claim alleges that the design of the Tooling to the extent that the design is provided by Buyer to Seller, infringes the rights of a third party, as that portion of any claim shall not be Seller’s responsibility under this Section 5. Upon any of the Tooling reaching the end of its useful life, and where such Tooling is still necessary for the ongoing manufacture of Components pursuant to this Agreement, Buyer will repair or replace such Tooling at its sole cost and expense except to the Products is not interrupted. 18.2 Supplier shall use MARELLIextent that such replacement was necessitated by Seller’s misuse, abuse, or failure to properly maintain such Tooling owned by MARELLI exclusively for manufacturing in which case the Products. It is expressly forbidden any other use unless otherwise authorized in writing by MARELLI. Supplier shall, immediately upon MARELLI’s request, deliver the Vendor Tooling to MARELLI or its nominee in accordance with MARELLI’s instructions. All Vendor cost of such replacement Tooling shall be marked borne by both Buyer and Seller in an amount to be negotiated and agreed upon by the parties. Upon any replacement of the Tooling, including by purchase of any replacement Tooling by Buyer from Seller, Appendix 4 shall be deemed to have been amended to reflect that new Tooling. (a) Upon execution of this Agreement, the Tooling, including any repaired or replaced Tooling or any pan thereof or any materials affixed or attached thereto, shall remain the sole and exclusive property of Buyer. (b) Without the prior written consent of Buyer, Seller shall not: (i) substitute any Tooling for Buyer’s POs, (ii) dispose of, change or move the Tooling from its stated location, or (iii) use the Tooling for any purpose other than to satisfy POs placed by Buyer. (c) Seller shall conspicuously identify and label each piece of Tooling and, whenever practical, each individual item thereof, as the property of MARELLI by Supplier, shall not be commingled with the property of Supplier or any third person, Buyer and shall not be moved safely store the Tooling separate and apart from SupplierSeller’s premises (except for repair or modification) without MARELLI’s prior written approval. Supplier shall not modify, lease, transfer or dispose of any Vendor Tooling unless Supplier obtains MARELLI’s prior written consent. 18.3 All Tooling owned by MARELLI and made available to Supplier for Product’s manufacturing shall be labeled with a registration number as communicated to MARELLI. Moreover, such number shall be indicated in Supplier’s statutory books as MARELLI’s exclusive property. 18.4 Supplier (d) Seller shall use MARELLI’s keep the Tooling owned by MARELLI based on in a free loan agreement between good and safe working condition at its own cost and expense, in its own custody at its place of business, and at all times shall exercise reasonable care and control in using the Parties and a specific Equipment so that upon return to Buyer, the Tooling loan agreement shall be signed by in as good of a working order and between in as good of a condition as it was upon delivery, except for reasonable wear and tear. Buyer may enter the Parties in accordance with premises of Seller at any reasonable time to conduct a physical inventory of the MARELLI standard templateTooling. 18.5 This Agreement and/or (e) Seller will inspect the Tooling loan agreementprior to use and will train and supervise its employees in the proper and safe operation of the Tooling. Further, mentioned beforeSeller shall release, may the rightfully terminateddefend, irrespective hold harmless and indemnify Buyer, its directors, officers, employees, agents representatives, successors and assigns from any and all claims, demands, losses, judgments, damages, costs, expenses or liabilities arising from any negligent act or omission of any previous notice, whether judicial or extrajudicial notification or claim, and without being payable any compensation Seller related to the Tooling while it is in Seller’s care, custody and/or control. (f) The Tooling, while in Seller’s care, custody and/or control, shall be: (i) held at Seller’s risk and (ii) kept insured by Seller: (x) at Seller’s expense with loss payable to Buyer in an amount equal to the replacement cost and (y) against loss or damage by fire, flood and other partycommon perils by an insurance company acceptable to Buyer. Seller shall deliver proof of such insurance to Buyer within fifteen (15) days of the signing of this Agreement, (g) The Tooling shall be subject to removal at Buyer’s written request, in case of: a) Abandonment of the Tooling or improper conservation thereof by Supplier; b) Breach of any of the terms herein by either party, and also, by acts that implicate in breach of trust by Supplier; c) Suspension or termination of this Agreement for any reason, or of the supply of Products; d) Use, by Supplier, of which event Seller shall prepare the Tooling for any other purpose than shipment and shall redeliver such Tooling to Buyer in the shipping same condition as originally received, otherwise, Seller shall bear all costs associated with repair or replacement of the products to MARELLI; e) Dissolution, liquidation, application for judicial recovery, order of bankruptcy or verification of insolvency status Tooling. Buyer will bear all usual and reasonable costs of the Supplierreturn of the Tooling.

Tooling. 18.1 Supplier shall maintain 15.1. Type bound Tooling may be either purchased and/or owned by XXXXXX or owned by SUPPLIER, as set out in the Tooling in good condition so that the manufacture of the Products is not interruptedPA or any appendices thereto. 18.2 Supplier shall use MARELLI’s Tooling owned by MARELLI exclusively for manufacturing the Products15.2. It is expressly forbidden any other use unless otherwise authorized in writing by MARELLI. Supplier shall, immediately upon MARELLI’s request, deliver the Vendor Tooling to MARELLI or its nominee in accordance with MARELLI’s instructions. All Vendor Type bound Tooling shall be marked as the property of MARELLI by Supplier, shall not be commingled with the property of Supplier or any third person, and shall not be moved from Supplier’s premises (except for repair or modification) without MARELLI’s prior written approval. Supplier shall not modify, lease, transfer or dispose of any Vendor Tooling unless Supplier obtains MARELLI’s prior written consent. 18.3 All Tooling owned by MARELLI and made available to Supplier for Product’s manufacturing shall be labeled with a registration number as communicated to MARELLI. Moreover, such number shall be indicated in Supplier’s statutory books as MARELLI’s exclusive property. 18.4 Supplier shall use MARELLI’s Tooling owned by MARELLI based on a free loan agreement between the Parties and a specific Tooling loan agreement shall be signed by and between the Parties in accordance with the MARELLI standard template. 18.5 This Agreement and/or the Tooling loan agreement, mentioned before, may the rightfully terminated, irrespective of any previous notice, whether judicial or extrajudicial notification or claim, and without being payable any compensation subject to the other party, in case offollowing: a) Abandonment The SUPPLIER shall establish a register, accessible to AZELIO, of the Tooling or improper conservation thereof by Supplier;all Type bound Tooling. b) Breach of any of The SUPPLIER shall, at his own initiative and at his own expense, maintain Type bound Tooling in such a way that the terms herein by either partySUPPLIER Specifications and/or Technical Specifications, as applicable, are complied with. In the event that Type bound Tooling requires renewal, the SUPPLIER shall notify AZELIO thereof in due time and also, by acts be able to provide sufficient evidence that implicate in breach of trust by Supplier;the tools have been regularly maintained and to what extent. c) Suspension or termination of this Agreement The SUPPLIER shall ensure that Type bound Tooling is stored in a safe and adequate manner and that it is insured for any reason, or of the supply of Products;an amount equivalent to its replacement cost. d) Use, by Supplier, Type bound Tooling may not be destroyed or scrapped without XXXXXX's written consent. Type bound Tooling that is the subject of intellectual property right(s) may furthermore not be copied without the consent of the owner of such intellectual property right(s). 15.3. In addition, the following applies to Type bound Tooling owned by XXXXXX. a) The SUPPLIER shall mark Type bound Tooling in such a way that XXXXXX's ownership is clearly shown and shall inform insurers as to the fact of XXXXXX's ownership. b) Without XXXXXX's written consent the SUPPLIER may not use Type bound Tooling for production for its own account or that of any third party. 15.4. If AZELIO orders Type bound Tooling from/via SUPPLIER, an invoice related to purchase of Type bound Tooling shall not be issued by SUPPLIER until the day when the Type bound Tooling has been approved by AZELIO, unless a specific payment schedule has been agreed in the PA. 15.5. XXXXXX shall be entitled to acquire for a reasonable charge, and thereafter to freely utilise, any tools, jigs, fixtures, moulds, models and other purpose than equipment owned, adapted or manufactured by the shipping SUPPLIER for AZELIO in connection with the manufacture or quality control of the products to MARELLI; e) Dissolution, liquidation, application for judicial recovery, order of bankruptcy or verification of insolvency status Parts. These rights and obligations shall remain in force even if the deliveries of the Supplierrelevant Part to AZELIO for serial production should cease.

Tooling. 18.1 Any and all machinery, dies, molds, jigs, fixtures, tooling, material, samples, prototypes, and any other property used to manufacture Products, which is owned, furnished, charged to, or paid for by or on behalf of Rotax in whole or in part (“Tooling”) shall be and remain the exclusive property of Rotax. Title to Tooling shall pass to Rotax without regard to Rotax’ payment or performance of other obligations. Supplier and its suppliers shall maintain not retain any lien, encumbrance or interest, nor attempt to encumber Rotax’ interest in the Tooling. Tooling shall be: (a) used exclusively to fill Rotax orders; (b) maintained in good condition so that at Supplier’s expense; (c) subject to periodic accounting by Supplier at Rotax’ request and inspection by Rotax; (d) identified as to location and not be moved without Rotax’ prior written approval; (e) not scrapped or destroyed without Rotax’ prior written approval; any revenues gained by scrapping shall be offset against the manufacture costs of scrapping and any surplus of such revenues shall be refunded to Rotax; (f) identified as to location and not be moved without Rotax’ prior written approval; and (g) promptly returned (including any components or spare parts) in the Products is not interrupted. 18.2 Supplier shall use MARELLI’s Tooling owned by MARELLI exclusively for manufacturing the Products. It is expressly forbidden same or better condition, reasonable wear and tear excepted, at any other use unless otherwise authorized in writing by MARELLItime upon Rotax’ request. Supplier shallagrees to assist in protecting and perfecting Rotax’ interest in the Tooling. Supplier waives any lien, immediately upon MARELLI’s request, right of set-off or counterclaim that might permit Supplier to refuse to deliver the Vendor Tooling to MARELLI or its nominee in accordance with MARELLI’s instructionsRotax. All Vendor Tooling shall be conspicuously marked as “Property of Rotax” and with the property of MARELLI Rotax inventory number by Supplier, shall not be commingled with the property of insured by Supplier or any third person, and shall not be moved from held at Supplier’s premises (except for repair risk while in Supplier’s or modification) without MARELLIits agent’s prior written approvalcontrol or possession. Supplier shall not modify, lease, transfer or dispose of any Vendor Tooling unless Supplier obtains MARELLI’s prior written consent. 18.3 All Tooling owned by MARELLI and made available submit an updated tooling list to Supplier for Product’s manufacturing shall be labeled with a registration number as communicated to MARELLI. Moreover, such number shall be indicated in Supplier’s statutory books as MARELLI’s exclusive property. 18.4 Supplier shall use MARELLI’s Tooling owned by MARELLI based Rotax on a free loan agreement between the Parties and a specific Tooling loan agreement shall be signed by and between the Parties in accordance with the MARELLI standard templateyearly basis. 18.5 This Agreement and/or the Tooling loan agreement, mentioned before, may the rightfully terminated, irrespective of any previous notice, whether judicial or extrajudicial notification or claim, and without being payable any compensation to the other party, in case of: a) Abandonment of the Tooling or improper conservation thereof by Supplier; b) Breach of any of the terms herein by either party, and also, by acts that implicate in breach of trust by Supplier; c) Suspension or termination of this Agreement for any reason, or of the supply of Products; d) Use, by Supplier, of the Tooling for any other purpose than the shipping of the products to MARELLI; e) Dissolution, liquidation, application for judicial recovery, order of bankruptcy or verification of insolvency status of the Supplier.

Tooling. 18.1 Supplier All rights, titles and interests in all tooling, and any documentation, drawings or specifications related to such tooling, raw materials and work in progress shall maintain the Tooling in good condition so that the manufacture pass to WABCO with payment of the Products is not interruptedtooling. 18.2 The Supplier shall use MARELLI’s Tooling owned by MARELLI exclusively for manufacturing prominently xxxx the Products. It is expressly forbidden any other use unless otherwise authorized tooling in writing by MARELLI. Supplier shall, immediately upon MARELLI’s request, deliver the Vendor Tooling to MARELLI or its nominee in accordance with MARELLI’s instructions. All Vendor Tooling shall be marked a clearly visible manner as the property of MARELLI by WABCO, including the labeling “WABCO”, the WABCO asset number and the WABCO part number. Supplier may not omit such markings without WABCO’s prior consent in writing. 18.3 Supplier shall store the tooling separate from Supplier, shall not be commingled with the property of Supplier ’s or any third personparty’s property, and ensure that the tooling does not become subject to any liens or other claims. Supplier shall permit WABCO, to verify, during normal working hours, the keeping and proper usage of the tooling. 18.4 Without prejudice to its other rights, WABCO is entitled to remove the tooling at WABCO’s own expense from Supplier’s premises at any time without any prior notice. 18.5 The Supplier shall use the tooling exclusively for the manufacture of products to be supplied to WABCO, and shall not be moved from Supplier’s premises (except for repair entitled to use such tooling, directly or modification) without MARELLI’s prior written approval. Supplier shall not modifyindirectly, lease, transfer or dispose of any Vendor Tooling unless Supplier obtains MARELLI’s prior written consent. 18.3 All Tooling owned by MARELLI and made available to Supplier for Product’s manufacturing shall be labeled with a registration number as communicated to MARELLI. Moreover, such number shall be indicated in Supplier’s statutory books as MARELLI’s exclusive property. 18.4 Supplier shall use MARELLI’s Tooling owned by MARELLI based on a free loan agreement between the Parties and a specific Tooling loan agreement shall be signed by and between the Parties in accordance with the MARELLI standard template. 18.5 This Agreement and/or the Tooling loan agreement, mentioned before, may the rightfully terminated, irrespective of any previous notice, whether judicial or extrajudicial notification or claim, and without being payable any compensation to the other party, in case of: a) Abandonment of the Tooling or improper conservation thereof by Supplier; b) Breach of any of the terms herein by either party, and also, by acts that implicate in breach of trust by Supplier; c) Suspension or termination of this Agreement for any reason, or of the supply of Products; d) Use, by Supplier, of the Tooling third party nor for any other purpose than nor move it outside the shipping production plant of the products to MARELLI;Supplier without first obtaining the prior written consent of WABCO. e) Dissolution18.6 Supplier shall use or handle the tooling with due care and properly store, liquidationmaintain, application for judicial recovery, order of bankruptcy repair or verification of insolvency status replace the tool at Supplier’s own expense until the end of the service life defined by the manufacturer of the tooling. Supplier, at its expense, shall insure the tooling against fire damage, theft, and damage. 18.7 For a period of twenty-four (24) months after the Supplier has last used the tooling to produce a product, the Supplier shall store and maintain the tooling at Supplier’s costs. At the end of the period, the Supplier shall promptly notify WABCO of the expiry of storage and maintenance period, and return the tooling to WABCO at Supplier’s own cost. Supplier shall not, destroy or otherwise utilize the tooling for other applications without first obtaining prior written consent of WABCO.

Tooling. 18.1 Supplier Any and all hardware, software, robotics, machinery, dies, molds, cavities, jigs, fixtures, gauges, tools, tooling, material, patterns, samples, prototypes, and any other property used to manufacture Supplies, which is owned, provided, charged to, or paid for by or on behalf of Buyer in whole or in part (“Buyer Tooling”) shall maintain be and remain the exclusive property of Buyer. Title to Buyer Tooling shall pass to Buyer without regard to Buyer’s payment or performance of other obligations. Seller and its suppliers shall not retain any lien, encumbrance or interest, nor attempt to encumber Buyer’s interest in the Buyer Tooling. Buyer Tooling shall be: (a) used exclusively to fill Buyer’s orders; (b) maintained in good working condition so that the manufacture of the Products is not interrupted. 18.2 Supplier shall use MARELLIat Seller’s Tooling owned expense; (c) subject to periodic accounting by MARELLI exclusively for manufacturing the Products. It is expressly forbidden any other use unless otherwise authorized in writing Seller at Buyer’s request and inspection by MARELLI. Supplier shall, immediately upon MARELLI’s request, deliver the Vendor Tooling Buyer; (d) identified as to MARELLI or its nominee in accordance with MARELLI’s instructions. All Vendor Tooling shall be marked as the property of MARELLI by Supplier, shall not be commingled with the property of Supplier or any third person, location and shall not be moved from Supplier’s premises (except for repair or modification) without MARELLIBuyer’s prior written approval. Supplier ; (e) not scrapped or destroyed without Buyer’s prior written approval – any revenues made from scrapping will be offset against the costs of scrapping and any profit made thereof shall be refunded to Buyer; (f) located at the agreed upon location and not modify, lease, transfer or dispose of any Vendor Tooling unless Supplier obtains MARELLIbe moved without Buyer’s prior written consent. 18.3 ; and (g) promptly returned (including any components or spare parts) in the same or better condition, reasonable wear and tear excepted, at any time upon Buyer’s request. Xxxxxx agrees to assist in protecting and perfecting Xxxxx’s interest in the Buyer Tooling. Seller waives any lien, right of set-off or counterclaim that might permit Seller to refuse to deliver Buyer Tooling to Buyer. All Buyer Tooling owned by MARELLI and made available to Supplier for Product’s manufacturing shall be labeled conspicuously marked “Property of CentroMotion” by Seller, insured by Seller and held at Sellers’ risk while in Seller’s or its agent’s control or possession. Seller shall provide Buyer with a registration number as communicated to MARELLI. Moreover, such number shall be indicated in Supplier’s statutory books as MARELLI’s exclusive property. 18.4 Supplier shall use MARELLI’s Tooling owned by MARELLI based an updated tooling list on a free loan agreement between the Parties yearly basis and a specific Tooling loan agreement shall be signed by and between the Parties in accordance with the MARELLI standard templateagrees, upon request, to diligently execute Xxxxx’s tooling agreement. 18.5 This Agreement and/or the Tooling loan agreement, mentioned before, may the rightfully terminated, irrespective of any previous notice, whether judicial or extrajudicial notification or claim, and without being payable any compensation to the other party, in case of: a) Abandonment of the Tooling or improper conservation thereof by Supplier; b) Breach of any of the terms herein by either party, and also, by acts that implicate in breach of trust by Supplier; c) Suspension or termination of this Agreement for any reason, or of the supply of Products; d) Use, by Supplier, of the Tooling for any other purpose than the shipping of the products to MARELLI; e) Dissolution, liquidation, application for judicial recovery, order of bankruptcy or verification of insolvency status of the Supplier.

Tooling. 18.1 Any and all hardware, software, robotics, machinery, dies, molds, cavities, jigs, fixtures, gauges, tools, tooling, material, patterns, samples, prototypes, and any other property used to manufacture Products, which is owned, provided, charged to, or paid for by or on behalf of BRP in whole or in part (“Tooling”) shall be and remain the exclusive property of BRP. Title to Tooling shall pass to BRP without regard to BRP’s payment or performance of other obligations. Supplier and its suppliers shall maintain not retain any lien, encumbrance or interest, nor attempt to encumber BRP’s interest in the Tooling. Tooling shall be: (a) used exclusively to fill BRP orders; (b) maintained in good working condition so that the manufacture of the Products is not interrupted. 18.2 at Supplier’s expense; (c) subject to periodic accounting by Supplier shall use MARELLIat BRP’s Tooling owned request and inspection by MARELLI exclusively for manufacturing the Products. It is expressly forbidden any other use unless otherwise authorized in writing by MARELLI. Supplier shall, immediately upon MARELLI’s request, deliver the Vendor Tooling BRP; (d) identified as to MARELLI or its nominee in accordance with MARELLI’s instructions. All Vendor Tooling shall be marked as the property of MARELLI by Supplier, shall not be commingled with the property of Supplier or any third person, location and shall not be moved from Supplier’s premises (except for repair or modification) without MARELLIBRP’s prior written approval; (e) not scrapped or destroyed without BRP’s prior written approval – any revenues made from scrapping will be offset against the costs of scrapping and any profit made thereof shall be refunded to BRP; and (f) promptly returned (including any components or spare parts) in the same or better condition, reasonable wear and tear excepted, at any time upon BRP’s request. Supplier agrees to assist in protecting and perfecting BRP’s interest in the Tooling. Supplier waives any lien, right of set-off or counterclaim that might permit Supplier to refuse to deliver Tooling to BRP. All Tooling shall be conspicuously marked “Property of BRP” by Supplier, insured by Supplier and held at Supplier’s risk while in Supplier’s or its agent’s control or possession. Supplier shall not modify, lease, transfer or dispose of any Vendor Tooling unless Supplier obtains MARELLI’s prior written consent. 18.3 All Tooling owned by MARELLI and made available to Supplier for Product’s manufacturing shall be labeled provide BRP with a registration number as communicated to MARELLI. Moreover, such number shall be indicated in Supplier’s statutory books as MARELLI’s exclusive property. 18.4 Supplier shall use MARELLI’s Tooling owned by MARELLI based an updated tooling list on a free loan agreement between the Parties yearly basis and a specific Tooling loan agreement shall be signed by and between the Parties in accordance with the MARELLI standard template. 18.5 This Agreement and/or the Tooling loan agrees, upon request, to diligently execute BRP’s tooling agreement, mentioned before, may the rightfully terminated, irrespective of any previous notice, whether judicial or extrajudicial notification or claim, and without being payable any compensation to the other party, in case of: a) Abandonment of the Tooling or improper conservation thereof by Supplier; b) Breach of any of the terms herein by either party, and also, by acts that implicate in breach of trust by Supplier; c) Suspension or termination of this Agreement for any reason, or of the supply of Products; d) Use, by Supplier, of the Tooling for any other purpose than the shipping of the products to MARELLI; e) Dissolution, liquidation, application for judicial recovery, order of bankruptcy or verification of insolvency status of the Supplier.

Tooling. 18.1 Supplier shall maintain the Tooling in good condition so that the manufacture of the Products is not interrupted. 18.2 Supplier shall only use MARELLI’s the Vendor Tooling owned by MARELLI exclusively for manufacturing the Products. It is expressly forbidden any other use unless otherwise authorized in writing by Products for MARELLI. Supplier shall, immediately upon MARELLI’s request, deliver the Vendor Tooling to MARELLI or its nominee in accordance with MARELLI’s instructions. All Vendor Tooling shall be marked as the property of MARELLI by Supplier, shall not be commingled with the property of Supplier or any third person, and shall not be moved from Supplier’s premises (except for repair or modification) without MARELLI’s prior written approval. Supplier shall not modify, lease, transfer or dispose of any Vendor Tooling unless Supplier obtains MARELLI’s prior written consent. 18.3 All Tooling owned by MARELLI and made available to Supplier for Product’s manufacturing shall be labeled with a registration number as communicated to MARELLI. Moreover, such number shall be indicated in Supplier’s statutory books as MARELLI’s exclusive property. 18.4 Supplier shall use MARELLI’s Tooling owned by MARELLI based on a free loan agreement between the Parties and a specific Tooling loan agreement shall be signed by and between the Parties in accordance with the MARELLI standard template. 18.5 This Agreement and/or the Tooling loan agreement, mentioned before, may the rightfully terminated, irrespective of any previous notice, whether judicial or extrajudicial notification or claim, and without being payable any compensation to the other party, in case of: a) Abandonment of the Tooling or improper conservation thereof by Supplier; b) Breach of any of the terms herein by either party, and also, by acts that implicate in breach of trust by Supplier; c) Suspension or termination of this Agreement for any reason, or of the supply of Products; d) Use, by Supplier, of the Tooling for any other purpose than the shipping of the products to MARELLI; e) Dissolution, liquidation, application for judicial recovery, order of bankruptcy or verification of insolvency status of any party. 18.6 Supplier shall use MARELLI’s Tooling owned by MARELLI exclusively for manufacturing the Products. It is expressly forbidden any other use unless otherwise authorized in writing by MARELLI. 18.7 In case of breach by Supplier of the above obligation as stipulated in Article 18.6, MARELLI shall have the right to charge Supplier any damage directly or indirectly resulting from such improper use. 18.8 Any Tooling owned by MARELLI shall be returned to MARELLI upon a simple request of MARELLI, at any time for any reason or no reason at all. 18.9 Supplier shall perform routine maintenance and shall not disassemble or modify the Tooling for any reason, except for performing actions related to maintaining and/or improving the process/Product, subject to prior written authorization of MARELLI. 18.10 Supplier shall bear the risk of loss and damage to Tooling owned by MARELLI. 18.11 All Tooling shall at all times be properly kept and maintained by Supplier, at its expense and shall not be moved from Supplier’s premises without MARELLI’s prior written approval. 18.12 Supplier shall not, without prior written approval, transfer the Tooling to third parties. 18.13 MARELLI shall have the right to enter Supplier’s premises at all reasonable time to inspect such property and relevant records. 18.14 It is understood that in any event of termination, also in case of early termination, of this Agreement, Supplier shall return at its own risk and expense Tooling owned by MARELLI up to MARELLI’s premises. 18.15 Upon termination or expiration of the supply of the Products, for any reason, MARELLI shall have an option to purchase any Tooling owned by Supplier (which in turn shall have the obligation to sell and deliver Tooling). 18.16 In case, at the moment of exercising the afore mentioned option as set out in Article 18.15, MARELLI has already paid to Supplier a portion of the price of Tooling (e.g. by means of specific markup above the unit price of the Products), the Supplier shall immediately deliver the Tooling upon payment by MARELLI of the residual portion of Tooling price. 18.17 Supplier shall not allow lien or any other encumbrances on the Tooling and the Products. In case of occurrence or likely occurrence of judicial seizure, judicial constriction or administrative retaining measure on the Tooling or Products, Supplier shall inform immediately MARELLI of thereof. 18.18 Supplier have the obligation to cause the Tooling to be handled only by duly licensed and qualified professionals, according to the minimum requirements of the Occupational Safety Standards, which bears the total, sole and exclusive responsibility, any eventual damages caused, including to third parties, for breach of this obligation.

Tooling. 18.1 Any and all hardware, software, robotics, machinery, dies, molds, cavities, jigs, fixtures, gauges, tools, tooling, material, patterns, samples, prototypes, and any other property used to manufacture Products, which is owned, provided, charged to, or paid for by or on behalf of BRP MEGATECH in whole or in part (“Tooling”) shall be and remain the exclusive property of BRP MEGATECH. Title to Tooling shall pass to BRP MEGATECH without regard to BRP MEGATECH’s payment or performance of other obligations. Supplier and its suppliers shall maintain not retain any lien, encumbrance or interest, nor attempt to encumber BRP MEGATECH’s interest in the Tooling. Tooling shall be: (a) used exclusively to fill BRP MEGATECH orders; (b) maintained in good working condition so that the manufacture of the Products is not interrupted. 18.2 at Supplier’s expense; (c) subject to periodic accounting by Supplier shall use MARELLIat BRP MEGATECH’s Tooling owned request and inspection by MARELLI exclusively for manufacturing the Products. It is expressly forbidden any other use unless otherwise authorized in writing by MARELLI. Supplier shall, immediately upon MARELLI’s request, deliver the Vendor Tooling BRP MEGATECH; (d) identified as to MARELLI or its nominee in accordance with MARELLI’s instructions. All Vendor Tooling shall be marked as the property of MARELLI by Supplier, shall not be commingled with the property of Supplier or any third person, location and shall not be moved from Supplier’s premises (except for repair or modification) without MARELLIBRP MEGATECH’s prior written approval; (e) not scrapped or destroyed without BRP MEGATECH’s prior written approval – any revenues made from scrapping will be offset against the costs of scrapping and any profit made thereof shall be refunded to BRP MEGATECH; and (f) promptly returned (including any components or spare parts) in the same or better condition, reasonable wear and tear excepted, at any time upon BRP MEGATECH’s request. Supplier agrees to assist in protecting and perfecting BRP MEGATECH’s interest in the Tooling. Supplier waives any lien, right of set-off or counterclaim that might permit Supplier to refuse to deliver Tooling to BRP MEGATECH. All Tooling shall be conspicuously marked “Property of BRP MEGATECH” by Supplier, insured by Supplier and held at Supplier’s risk while in Supplier’s or its agent’s control or possession. Supplier shall not modify, lease, transfer or dispose of any Vendor Tooling unless Supplier obtains MARELLI’s prior written consent. 18.3 All Tooling owned by MARELLI and made available to Supplier for Product’s manufacturing shall be labeled provide BRP MEGATECH with a registration number as communicated to MARELLI. Moreover, such number shall be indicated in Supplier’s statutory books as MARELLI’s exclusive property. 18.4 Supplier shall use MARELLI’s Tooling owned by MARELLI based an updated tooling list on a free loan agreement between the Parties yearly basis and a specific Tooling loan agreement shall be signed by and between the Parties in accordance with the MARELLI standard template. 18.5 This Agreement and/or the Tooling loan agrees, upon request, to diligently execute BRP MEGATECH’s tooling agreement, mentioned before, may the rightfully terminated, irrespective of any previous notice, whether judicial or extrajudicial notification or claim, and without being payable any compensation to the other party, in case of: a) Abandonment of the Tooling or improper conservation thereof by Supplier; b) Breach of any of the terms herein by either party, and also, by acts that implicate in breach of trust by Supplier; c) Suspension or termination of this Agreement for any reason, or of the supply of Products; d) Use, by Supplier, of the Tooling for any other purpose than the shipping of the products to MARELLI; e) Dissolution, liquidation, application for judicial recovery, order of bankruptcy or verification of insolvency status of the Supplier.

Tooling. 18.1 Any and all hardware, software, robotics, machinery, dies, molds, cavities, jigs, fixtures, gauges, tools, tooling, material, patterns, samples, prototypes, and any other property used to manufacture Products, which is owned, provided, charged to, or paid for by or on behalf of BRP in whole or in part (“Tooling”) shall be and remain the exclusive property of BRP. Title to Tooling shall pass to BRP without regard to BRP’s payment or performance of other obligations. Supplier and its suppliers shall maintain not retain any lien, encumbrance or interest, nor attempt to encumber BRP’s interest in the Tooling. Tooling shall be: (a) used exclusively to fill BRP orders; (b) maintained in good working condition so that the manufacture of the Products is not interrupted. 18.2 at Supplier’s expense; (c) subject to periodic accounting by Supplier shall use MARELLIat BRP’s Tooling owned request and inspection by MARELLI exclusively for manufacturing the Products. It is expressly forbidden any other use unless otherwise authorized in writing by MARELLI. Supplier shall, immediately upon MARELLI’s request, deliver the Vendor Tooling BRP; (d) identified as to MARELLI or its nominee in accordance with MARELLI’s instructions. All Vendor Tooling shall be marked as the property of MARELLI by Supplier, shall not be commingled with the property of Supplier or any third person, location and shall not be moved from Supplier’s premises (except for repair or modification) without MARELLIBRP’s prior written approval. Supplier ; (e) not scrapped or destroyed without BRP’s prior written approval – any revenues made from scrapping will be offset against the costs of scrapping and any profit made thereof shall be refunded to BRP; (f) located at the agreed upon location and not modify, lease, transfer or dispose of any Vendor Tooling unless Supplier obtains MARELLIbe moved without BRP’s prior written consent. 18.3 ; and (f) promptly returned (including any components or spare parts) in the same or better condition, reasonable wear and tear excepted, at any time upon BRP’s request. Supplier agrees to assist in protecting and perfecting BRP’s interest in the Tooling. Supplier waives any lien, right of set-off or counterclaim that might permit Supplier to refuse to deliver Tooling to BRP. All Tooling owned by MARELLI and made available to Supplier for Product’s manufacturing shall be labeled with a registration number as communicated to MARELLI. Moreoverconspicuously marked “Property of BRP” by Supplier, such number shall be indicated insured by Supplier and held at Supplier’s risk while in Supplier’s statutory books as MARELLIor its agent’s exclusive property. 18.4 control or possession. Supplier shall use MARELLI’s Tooling owned by MARELLI based provide BRP with an updated tooling list on a free loan agreement between the Parties yearly basis and a specific Tooling loan agreement shall be signed by and between the Parties in accordance with the MARELLI standard template. 18.5 This Agreement and/or the Tooling loan agrees, upon request, to diligently execute BRP’s tooling agreement, mentioned before, may the rightfully terminated, irrespective of any previous notice, whether judicial or extrajudicial notification or claim, and without being payable any compensation to the other party, in case of: a) Abandonment of the Tooling or improper conservation thereof by Supplier; b) Breach of any of the terms herein by either party, and also, by acts that implicate in breach of trust by Supplier; c) Suspension or termination of this Agreement for any reason, or of the supply of Products; d) Use, by Supplier, of the Tooling for any other purpose than the shipping of the products to MARELLI; e) Dissolution, liquidation, application for judicial recovery, order of bankruptcy or verification of insolvency status of the Supplier.

Tooling. 18.1 Supplier shall maintain the Tooling in good condition so that the manufacture of the Products is not interrupted. 18.2 Supplier shall only use MARELLI’s the Vendor Tooling owned by MARELLI exclusively for manufacturing the Products. It is expressly forbidden any other use unless otherwise authorized in writing by Products for MARELLI. Supplier shall, immediately upon MARELLI’s request, deliver the Vendor Tooling to MARELLI or its nominee in accordance with MARELLI’s instructions. All Vendor Tooling shall be marked as the property of MARELLI by Supplier, shall not be commingled with the property of Supplier or any third person, and shall not be moved from Supplier’s premises (except for repair or modification) without MARELLI’s prior written approval. Supplier shall not modify, lease, transfer or dispose of any Vendor Tooling unless Supplier obtains MARELLI’s prior written consent. 18.3 All Tooling owned by MARELLI and made available to Supplier for Product’s manufacturing shall be labeled with a registration number as communicated to MARELLI. Moreover, such number shall be indicated in Supplier’s statutory books as MARELLI’s exclusive property. 18.4 Supplier shall use MARELLI’s Tooling owned by MARELLI based on a free loan agreement between the Parties and a specific Tooling loan agreement shall be signed by and between the Parties in accordance with the MARELLI standard template. 18.5 This Agreement and/or the Tooling loan agreement, mentioned before, may the rightfully terminated, irrespective of any previous notice, whether judicial or extrajudicial notification or claim, and without being payable any compensation to the other party, in case of: a) Abandonment of the Tooling or improper conservation thereof by Supplier; b) Breach of any of the terms herein by either party, and also, by acts that implicate in breach of trust by Supplier; c) Suspension or termination of this Agreement for any reason, or of the supply of Products; d) Use, by Supplier, of the Tooling for any other purpose than the shipping of the products to MARELLI; e) Dissolution, liquidation, application for judicial recovery, order of bankruptcy or verification of insolvency status of any party. 18.6 Supplier shall use MARELLI’s Tooling owned by MARELLI exclusively for manufacturing the Products. It is expressly forbidden any other use unless otherwise authorized in writing by MARELLI. 18.7 In case of breach by Supplier of the above obligation as stipulated in Article 18.5, MARELLI shall have the right to charge Supplier any damage directly or indirectly resulting from such improper use. 18.8 Any Tooling owned by MARELLI shall be returned to MARELLI upon a simple request of MARELLI, at any time for any reason or no reason at all. 18.9 Supplier shall perform routine maintenance and shall not disassemble or modify the Tooling for any reason, except for performing actions related to maintaining and/or improving the process/Product, subject to prior written authorization of MARELLI. 18.10 Supplier shall bear the risk of loss and damage to Tooling owned by MARELLI. 18.11 All Tooling shall at all times be properly kept and maintained by Supplier, at its expense and shall not be moved from Supplier’s premises without MARELLI’s prior written approval. 18.12 Supplier shall not, without prior written approval, transfer the Tooling to third parties. 18.13 MARELLI shall have the right to enter Supplier’s premises at all reasonable time to inspect such property and relevant records. 18.14 It is understood that in any event of termination, also in case of early termination, of this Agreement, Supplier shall return at its own risk and expense Tooling owned by MARELLI up to MARELLI’s premises. 18.15 Upon termination or expiration of the supply of the Products, for any reason, MARELLI shall have an option to purchase any Tooling owned by Supplier (which in turn shall have the obligation to sell and deliver Tooling). 18.16 In case, at the moment of exercising the afore mentioned option as set out in Article 18.15, MARELLI has already paid to Supplier a portion of the price of Tooling (e.g. by means of specific markup above the unit price of the Products), the Supplier shall immediately deliver the Tooling upon payment by MARELLI of the residual portion of Tooling price. 18.17 Supplier shall not allow lien or any other encumbrances on the Tooling and the Products. In case of occurrence or likely occurrence of judicial seizure, judicial construction or administrative retaining measure on the Tooling or Products, Supplier shall inform immediately MARELLI of thereof. 18.18 Supplier have the obligation to cause the Tooling to be handled only by duly licensed and qualified professionals, according to the minimum requirements of the Occupational Safety Standards, which bears the total, sole and exclusive responsibility, any eventual damages caused, including to third parties, for breach of this obligation.

Tooling. 18.1 Supplier Tooling shall be defined as all supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, or other equipment which have been directly or indirectly purchased or provided by Par 4 Plastics, Inc. and any tooling that has been or will be created by Seller for the purpose of producing goods. The seller shall not create any Tooling until authorized pursuant to procedures established from time to time by Par 4 Plastics, Inc. All Tooling shall be the property of the Par 4 Plastics, Inc.. Possession of Tooling by Seller shall be deemed a bailment from Par 4 Plastics, Inc.. The seller agrees to execute any documents reasonably requested by Par 4 Plastics, Inc. in order to document Par 4 Plastics, Inc.’s ownership of Tooling. The seller shall not acquire any rights or interest in Tooling except as expressly provided in this Purchase Order. Tooling shall be conspicuously marked as the property of Par 4 Plastics, Inc.. Seller covenants that so long as Seller has possession of Tooling, Seller will: (a) maintain the Tooling in good condition so that condition; (b) keep the manufacture Tooling insured against risk of fire or other loss or damage; and (c) keep Tooling free from any lien, security interest or encumbrance. Upon demand by Par 4 Plastics, Inc. at any time, seller shall either: (a) return Tooling pursuant to such method of shipment as Par 4 Plastics, Inc. shall specify; or (b) allow Par 4 Plastics, Inc.’s agents or employees to enter Sellers premises, prepare the Tooling for shipments and remove Tooling. Par 4 Plastics, Inc. shall be responsible for the cost of the Products is not interrupted. 18.2 Supplier shipment. Seller shall only use MARELLI’s Tooling owned by MARELLI exclusively for manufacturing the Products. It is expressly forbidden any other use unless otherwise authorized in writing by MARELLI. Supplier shall, immediately upon MARELLI’s request, deliver the Vendor Tooling to MARELLI or its nominee in accordance with MARELLI’s instructions. All Vendor manufacture goods for Par 4 Plastics, Inc.. Tooling shall be marked as the property of MARELLI by Supplier, shall not be commingled with the property of Supplier or any third person, and shall not be moved from Supplier’s Sellers premises (except for repair or modification) without MARELLIPar 4 Plastics, Inc.’s prior written approval. Supplier Seller shall not modifycomply with all federal, leasestate, transfer and local laws or dispose regulations applicable to the goods covered by this Purchase Order or the manufacture of shipment thereof, including without limitation the Fair Labor Standards Act, laws prohibiting discrimination in employment, laws relating to protection of the environment and health and safety laws and regulations. Seller warrants that neither forced labor, convicts labor, nor indentured labor (whether of children or adults) was employed in any stage of the mining, production, or manufacture of any Vendor Tooling unless Supplier obtains MARELLI’s prior written consent. 18.3 All Tooling owned by MARELLI component or raw material thereof which is the subject of this Agreement. The Undersigned Seller represents and made available warrants that it has investigated the source of all Goods (and of every component thereof) offered for sale pursuant to Supplier for Product’s manufacturing shall be labeled with a registration number as communicated to MARELLI. Moreover, such number shall be indicated in Supplier’s statutory books as MARELLI’s exclusive property. 18.4 Supplier shall use MARELLI’s Tooling owned by MARELLI based on a free loan agreement between the Parties and a specific Tooling loan agreement shall be signed by and between the Parties in accordance with the MARELLI standard template. 18.5 This Agreement and/or the Tooling loan agreement, mentioned before, may the rightfully terminated, irrespective of any previous notice, whether judicial or extrajudicial notification or claim, and without being payable any compensation to the other party, in case of: a) Abandonment of the Tooling or improper conservation thereof by Supplier; b) Breach of any of the terms herein by either party, and also, by acts that implicate in breach of trust by Supplier; c) Suspension or termination of this Agreement for any reason, or the purpose of ascertaining the character of labor used in the production of the supply Goods (and of Products; dits components) Useand that it will, by Supplieron an ongoing and regular basis, continue to investigate and monitor the character of the Tooling such labor for any other purpose than the shipping all Goods (and components thereof) hereinafter offered for sale to Par 4 Plastics, Inc.. The Undersigned agrees to furnish evidence of the products to MARELLI; e) Dissolutionsuch investigations, liquidationas Par 4 Plastics, application for judicial recovery, order of bankruptcy or verification of insolvency status of the SupplierInc. may from time-to-time request.

Tooling. 18.1 In the absence of an executed Tooling and Bailment Agreement, the following provisions shall apply: Tooling referred to in a tooling Purchase Order issued by GUARDIAN (the “Tooling”) is owned by GUARDIAN upon completion of payment for such Tooling. In the event any Tooling is transferred to Supplier’s facility or control, such Tooling will remain the property of GUARDIAN. Supplier may not issue an invoice to GUARDIAN for Tooling until such Product has been through the Production Part Approval Process (“PPAP”) by GUARDIAN unless otherwise agreed to in writing. Supplier agrees, upon receiving the Tooling, to promptly affix, and to continuously keep and maintain, plainly and distinctly, permanently, and conspicuously upon the Tooling the following words: “Property of Pure Safety Group, Inc.” and to keep the Tooling free from other “Property of” markings or labeling which might be interpreted as a claim of ownership by a party other than GUARDIAN. In addition, within ninety (90) days of receiving any Tooling, Supplier shall maintain affix to it the GUARDIAN Tooling Identification Number provided by GUARDIAN. Supplier agrees to use the Tooling for the sole and exclusive benefit of GUARDIAN in good condition so that the manufacture production of the Products is not interrupted. 18.2 for GUARDIAN, and for no other purpose without GUARDIAN’s prior written consent, which consent may be withheld at GUARDIAN’s sole discretion. Supplier shall agrees to operate the Tooling within its rated capacity, restrict the use MARELLI’s and operation to safe, careful personnel selected and employed or controlled by Supplier, and prohibit anyone other than duly authorized personnel of Supplier to make any repairs or adjustments to the Tooling owned by MARELLI exclusively for manufacturing the Products. It is expressly forbidden any other use otherwise permitted hereunder (unless otherwise previously authorized in writing by MARELLIGUARDIAN). Supplier shallAfter the initial PPAP for the Tooling, immediately upon MARELLI’s request, deliver the Vendor Tooling to MARELLI or its nominee in accordance with MARELLI’s instructions. All Vendor Tooling shall be marked as the property of MARELLI by Supplier, shall not be commingled with the property of Supplier or any third personsimilar process, Supplier agrees, at its expense, to service, maintain and shall not be moved from Supplier’s premises repair the Tooling: (except for repair or modificationi) without MARELLI’s prior written approval. Supplier shall not modifyso as to keep it in good operating condition, leasenormal tooling wear is expected, transfer or dispose of any Vendor Tooling unless Supplier obtains MARELLI’s prior written consent. 18.3 All Tooling owned by MARELLI and made available to Supplier for Product’s manufacturing shall be labeled with a registration number as communicated to MARELLI. Moreover, such number shall be indicated in Supplier’s statutory books as MARELLI’s exclusive property. 18.4 Supplier shall use MARELLI’s Tooling owned by MARELLI based on a free loan agreement between the Parties and a specific Tooling loan agreement shall be signed by and between the Parties (ii) in accordance with the MARELLI standard template. 18.5 This Agreement and/or the Tooling loan agreement, mentioned before, may the rightfully terminated, irrespective terms of any previous noticemanufacturers’ warranties, whether judicial specifications, bulletins, or extrajudicial notification or claimservice descriptions, (iii) in a manner consistent with standard industry practice and GUARDIAN practice and instructions, and without being payable (iv) in accordance with applicable laws, regulations, governmental approvals and permits. Supplier will not be required to perform any compensation Capital Improvements (as defined below) to the other party, in case of: a) Abandonment of the Tooling or improper conservation thereof by Supplier; b) Breach of any of the terms herein by either party, and also, by acts that implicate in breach of trust by Supplier; c) Suspension or termination of this Agreement for any reason, or of the supply of Products; d) Use, by Supplier, of the Tooling for any other purpose than the shipping of the products to MARELLI; e) Dissolution, liquidation, application for judicial recovery, order of bankruptcy or verification of insolvency status of the Supplier.Tooling. “