Terms & Conditions of Purchase (November 1, 2019)

- If you are an athlete, providing endorsements for Logitech brands, the following terms apply:

1. 1. Promotional Activities
   1. a. Promotional Activities. You (hereafter "Athlete") hereby grants to Logitech Europe S.A. or one of its affiliates (individually, or collectively, the "Company"), its affiliates, distributors, dealers and its agents a non-transferable, royalty-free, fully paid-up, worldwide right and license to use and exploit the Athlete's name, initials, character, likeness, appearance, photographs, voice, gestures, mannerisms, video, biography, Athlete's written and oral statements and Personal Endorsements (as described below) and any material based thereon or derived thereon (collectively, the "Property") in connection with the Company's Promotional Activities (as defined below). Company intends to limit the use of the Property in print, electronic and video reproductions for use on or in: (a) Company's or Affiliate's web properties including Jaybirdsport.com, dedicated web pages, and social media channels such as Facebook, Instagram, Twitter and YouTube, (b) marketing materials, publications, articles, press releases and other marketing and public relations efforts, including advertisements (c) tradeshow booths, point of purchase displays and other displays, (d) product packaging, (e) presentations and promotional videos, (e) screen shots or marketing collateral for use in retail stores, trade shows and other venues, (f) audiovisual instructional materials regarding the Products, including materials made available on the Internet or via broadcast, cable, satellite, Internet television and through iTunes or other music services for use with smartphones, tablets or other mobile devices ((a) through (f), together, the "Promotional Activities"). "Affiliates" means any entity which is controlled by, controls or is under common control of Company, where "control" means the direct or indirect ownership of more than fifty percent of the entity's voting interests.
   2. b. Assistance with Publishers etc. If the necessary rights to any assets, or portions thereof, are held by third parties, Athlete will use commercially reasonable efforts to assist Company in securing the agreement of the third parties to a suitable license or release.
2. 2. Limitation

   Company intends to limit the use of the Property to promote the Products.

3. 3. Promotional Services of the Athlete

   The Athlete agrees that he or she will perform the following services and any additional services agreed to in a Statement of Work ("SOW") signed by the both of the parties (collectively, "Promotional Services"):

   1. a. Personal Endorsements and Athlete Appearances. Athlete will give a written testimonial about the Products or commentary on how the Products allow them to have a better performance. All statements, testimonials and endorsements in connection with this Agreement will be true representations and to the extent that said services purport to reflect the Athlete's opinion and experience, they will reflect his or her true opinion and experience. Athlete shall comply with FTC endorsement guidelines and disclose the connection with Logitech (for example #sponsored). See the FTC website (www.FTC.gov) for the latest version. Athlete agrees that Athlete will not be required to make any statement, testimonial or endorsement unless it is true. It is expressly understood that the Athlete is familiar with the Products. Athlete also agrees to make one (1) personal appearance for a minimum of two (2) hours at a Company event or retail store promotion, product launch event, trade show or consumer related event contingent upon Athletes performance fee. Company shall have no liability, responsibility, or indemnity obligation with respect to any inherent risks associated with athletic activities, even if such risks occur during a photo or video shoot and during a promotional event. However, it shall be within Athlete's sole discretion whether to engage in any particular athletic activity during a photo or video shoot or during a promotional event. Any social media postings or promotions about Logitech, our brand or products as part of the Promotional Services are subject to the Social Media Endorsement Terms attached hereto.
   2. b. Content Sessions. Athlete will agree to participate in Content Sessions (e.g., photography and/or video shoot) related to Company's Product packaging and consumer social and/or marketing campaign(s). Content Sessions will be subject to Company's creative direction and to Athlete's availability.
   3. c. Use of Products. Athlete will exclusively use and promote the Jaybird wireless buds as their main earbuds in all situations relating to training, running, cycling, fitness, and/or any and all other sports and/or lifestyle activities in which Athlete participates, and, if using over-the-ear headphones, in-ear earphones, wireless portable speakers or internet radios for any public appearances during the term of this agreement, Athlete will use Company Products as opposed to non-Company products.
   4. d. Submission of Photographs and Videos. Upon Company's reasonable request, Athlete agrees to submit to the Company a minimum of five (5) Athlete photographs per month. These photographs would include a combination of live and lifestyle settings where the Company products are clearly visible or other Athlete related stock promotional material suitable for print (in high resolution TIFF or JPEG on CD/DVD, print or slide) for use in connection with the Company's Promotional Activities. Athlete grants Company one (1) photo shoot during one Athlete live event during the Term.
   5. e. Athlete's Statements and Social. Athlete will use reasonable efforts to support and promote the Products in a positive, professional and ethical manner. Athlete will use best efforts to post something related to Jaybird and the Products on Athlete's social media outlets including but not limited to Facebook, Instagram, Twitter and Periscope. Athlete shall agree to comply with Company's requests and suggestions for the timing of such posts and/or other content on Athlete's social media outlets. Athlete shall also indicate to Jaybird on each social media outlet.
4. 4. Compensation

   The Company will compensate the Athlete as follows:

   1. a. Fees/Product. Company shall pay the Athlete the fees and/or Product indicated in the applicable SOW.
   2. b. Social Media. Company will make reasonable efforts to post something about Athlete and/or Athlete activities.
5. 5. Work for Hire

   Athlete understands and agreement that Company and its successor and assigns will own all copyrights and other rights to the Property. The results of all of Athlete's activities hereunder and all proceeds and other results of Athlete's services hereunder will be deemed "work-for-hire" for Jaybird within the meaning of U.S. copyright laws, and Jaybird and its successors and assigns will be the sole and exclusive owners thereof. Athlete irrevocably waives any and all "moral rights" of authors for such Property.

6. 6. Limitation of Liability

   UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ANY OF ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER BASED ON CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), OR ANY OTHER CAUSE OF ACTION RELATING TO THIS AGREEMENT.

7. 7. Term; Termination
   1. a. Term. This Agreement will begin on the Effective Date and will remain in effect for one (1) year, or such other term as described on the SOW.
   2. b. Termination. In the case of any material breach of this Agreement by a party, the non-breaching party shall be entitled to terminate this Agreement, provided, however, that before taking action to terminate, the non-breaching party shall first notify the breaching party in writing, specifying the nature of the breach in reasonable detail. The breaching party shall then have thirty (30) calendar days after receipt of notice to cure such breach. In the event such breach is incapable of being cured or is not cured within such thirty (30) day period, the non-breaching party may terminate this Agreement immediately upon written notice. The foregoing cure period shall not apply to any material breach of this Agreement described in Section 6.c.
   3. c. Logitech Termination. In the event of Athlete's death, permanent disability, or other incapacity to continue performing Athlete's duties under this Agreement that lasts in excess of thirty (30) consecutive days, including without limitation Athlete undergoing rehabilitation or treatment for substance and/or alcohol abuse, Company may terminate this Agreement with five (5) days' written notice. In addition, Company may immediately terminate the Agreement upon written notice to Athlete and shall have no further obligation to pay Athlete any compensation under the Agreement (other than payments that accrued prior to such breach) in the event of any of the following: (a) Athlete wears, uses, is photographed, drawn, videoed, or otherwise depicted with, or otherwise markets or promotes any competing products, (b) Athlete is arrested or formally charged with any felony or misdemeanor; or (c) Athlete commits an act or omission of moral turpitude, dishonesty, or fraud.
   4. d. Use Post Termination. It will not be a material breach of this Agreement if the Athlete's Property appears in the Company's Promotional Activities or Product packaging for up to one (1) year after termination of this Agreement ("Sell-Off Period"), Company will within the Sell-Off Period, cease reproduction of such Property, but all other rights of Company and its Affiliates will survive and continue.
8. 8. Miscellaneous.
   1. a. Athlete represents and warrants (i) that it owns or controls one hundred percent (100%) of the copyright in and to the Property, (ii) that it owns or controls all other rights necessary to enter into and to fully perform this agreement, and (iii) no other permission or fee is required to enable Logitech and its Affiliates to freely use the Property as authorized hereunder and the use of the Property will not violate the rights of any third party. If this Agreement is executed on behalf of the Athlete by the Agent, Agent represents and warrants that it has all right and authority to bind the Athlete.
   2. b. Athlete agrees to defend, indemnify and hold Logitech and its Affiliates harmless from and against any claims or losses, including attorneys' fees, in connection with any breach or alleged breach of the foregoing representations and warranties.
   3. c. Athlete will keep the terms of this Agreement confidential, and will also keep confidential any other non-public information of Company that is designated by Company as confidential or, under the circumstances regarding disclosure, would reasonably be regarded as confidential.
   4. d. It is understood and agreed that any services required to be performed by Athlete under this Agreement are services rendered by Athlete as an independent contractor and that Athlete's expertise is the primary reason for this Agreement. It is also understood and agreed that Athlete is not an agent or employee of Company and is not entitled to any salary, pension, insurance coverage, or other benefits, except the compensation expressly provided in this Agreement.
   5. e. Company is proceeding in reliance on the terms of this agreement as such terms are specified above. Company will have no obligation to Athlete hereunder in connection with the Property in the event that the Property is not included in or used in connection with the Products or the advertising, packaging or marketing of the Products. Company may assign this Agreement or any of its rights hereunder to any parent, subsidiary or affiliated entity, or to any third party without Athlete's consent, and in such event, Company's successors and/or assigns will be entitled to all rights granted under and by virtue of this agreement.
   6. f. Any notice required to be given under the Agreement will be given by email or over-night courier, registered or certified mail, return receipt requested, postage prepaid, addressed to Logitech at 7700 Gateway Boulevard, Newark, CA 94560, Attn: General Counsel or legalnotices@logitech.com, and to Athlete at the address in Part 2 of the GSEP form.
   7. g. This Agreement will be governed by and construed exclusively in accordance with the laws of the State of California excluding that body of laws known as conflicts of law. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal courts located in the Northern District of California, unless no federal subject matter jurisdiction exists, in which case Company consents to exclusive jurisdiction and venue in the Superior Court of Santa Clara County, California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
   8. h. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
   9. i. This Agreement, including all SOWs, constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed (which may be by original, facsimile or electronic signature) by duly authorized representatives of both parties.
   10. j. This Agreement, including any amendment, waiver or modification hereto, may be executed by original, facsimile or electronic signature in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page by fax, e-mail or other electronic delivery or signature method will be as effective as physical delivery of a manually executed counterpart.

- If you are acting as an influencer for Logitech, the following terms apply:

You will create and provide the Deliverables described on a written statement of work ("Statement of Work" or "SOW") signed by both you and Logitech Europe S.A. or one of its affiliates ("Logitech") that references these Influencer Terms & Conditions (this "Agreement"). By entering this Agreement, you accept this appointment, agree to promote Logitech and its brand and/or products according to the terms of this Agreement and agree to comply with, and be bound to the terms and conditions outlined in the Agreement. We look forward to collaborating with you to develop unique, engaging content for the brand(s) and/or product(s) identified below, in support our objectives to build awareness around our brands, our products and features.

1. 1. Deliverables. The content described in the SOW, including social media and marketing content that you provide to Logitech is collectively referred to as "Deliverables". All Deliverables will be performed during the Term (described below). You shall: (a) deliver each Deliverable to Logitech in accordance with the schedule above; (b) obtain a signed license, permission, waiver, and consent from all persons who are, or whose property is, identified, depicted, or otherwise referred to in such Deliverable (each, a "Permission") to allow Logitech to exercise its rights to each Deliverable; and (c) provide Logitech with an executed copy of each such Permission.
2. 2. Reporting. You must provide performance results on all social and blog posts, providing reports and data when possible. Reports should be provided within 14 days of posts going live. Key Metrics include but not limited to: (a) Total number of blog/social posts; Engagements per post; Reach and impressions per post; (d) any others listed on the cover page or otherwise agreed in writing.
3. 3. Term and Termination. This Agreement starts on the Effective Date, and expires at the end of the term set forth in the last SOW entered by the Parties. Logitech may terminate the Agreement for convenience with 30 days notice.
4. 4. Mandatory Public Disclosure. It is legally mandatory, and Logitech's corporate policy, that brands and influencers follow the FTC endorsement guidelines. See the FTC website (www.FTC.gov) for the latest version. You must always clearly disclose your working relationship with Logitech in each social post or blog. Some examples include: (a) If available to you as an influencer, leveraging Instagram's paid partnership tool to tag "Paid partnership with Logitech" (or the applicable brand), (b) Sponsorship hashtags such as #ad or #sponsored; (c) Clear language such as "I partnered with Logitech" (or the applicable brand). Contact the Logitech representative on your SOW for additional information. All opinions you express about Logitech, the Logitech brand and/or our products and services shall be your own.
5. 5. Budget and Payment. Logitech will pay you a fixed fee in the amount set forth in the Budget section of the SOW. Unless set forth otherwise in the SOW, payment terms shall be net 60, processed either through Logitech's social media agency, paid by credit card, or paid by check/wire transfer, at Logitech's option. Logitech will not reimburse any expenses incurred by you including credit card processing fees. Logitech will not be liable for any income or other taxes or fees that you are obligated to pay with respect to the Deliverables. Payment is conditioned upon you submitting a completed IRS form W-9 (or W-8 if applicable) and upon request, Logitech's Global Supplier Enrollment Package form set.
6. 6. Influencer General Obligations. You commit to participate in the Program for the Term and use reasonable efforts to promote and support Logitech brands and products in a positive, professional and ethical manner via targeted social channels. You will post, tweet, and mention Logitech brands and/or products on social media in a manner and you will act in a manner that reflects favorably upon Logitech's image and products. You hereby grant to Logitech and its affiliates, a limited, non-transferable, royalty-free, fully paid-up, and worldwide right and license to use, reproduce, distribute and display the Deliverables in connection with the exhibition, marketing, and promotion of Logitech products. You hereby grant to Logitech and its affiliates, a non-transferable, royalty-free, fully paid-up, and worldwide right and license to use your name, initials, character, image, likeness, Deliverables (collectively, the "Property") in connection with Logitech's marketing of the Logitech products solely on Logitech owned and operated social media platforms. The above license grant and publicity release includes all moral rights, rights of publicity and other rights included in or associated with the Deliverables. All rights not granted to Logitech and its affiliates hereunder are reserved by you.
7. 7. Compliance with Laws. You shall always comply with applicable laws and regulations the performance of this Agreement.
8. 8. Exclusivity during Program Duration. You agree not to enter into relationships with or work on projects for manufacturers or distributors of products competitive to Logitech products during the Term, unless we approve in writing.
9. 9. Confidentiality. You commit to maintaining confidential all information defined or described by Logitech as such, or would reasonably be expected to be confidential given the manner of disclosure. You also agree to maintain confidential the existence and the content of this Agreement.
10. 10. Use of Logitech Brand. During the Term, you may promote and advertise yourself as an advocate for Logitech products, or such other designation approved in writing by Logitech. You acknowledge that all Logitech trademarks, trade names, logos, or identifying slogans and any other printed matter are the property of Logitech and cannot be used except in connection with this Agreement and according to Logitech's written trademark usage guidelines. You will not state or imply that you are an employee or agent of Logitech, but you will identify your relationship with Logitech as part of your activities.
11. 11. Default. In the event that you default in any of your material obligations under this Agreement, if you misrepresent the Logitech brand (as determined by Logitech), or if you are indicted or convicted of any felony or any lesser crime or offense involving fraud or dishonesty, Logitech may terminate this Agreement immediately by written notice to you.
12. 12. Logitech Rights and Obligations. Logitech will provide you with products listed on the cover page (if applicable) and subject to / pending availability. Pursuant to the license grant and publicity release above, Logitech shall have the right to use your name and/or image in connection with the Program and/or Logitech's social media channels only. Logitech may cross-promote your Deliverables (on Logitech global social media channels); and will use reasonable efforts to credit you for all content and every social post using your content, with a link to your personal social handle.
13. 13. Independent Contractor Status. Your relationship to Logitech is that of an independent contractor. Logitech will have no control over the manner of performance of the Deliverables, except as expressly provided in this Agreement. You will not be, or be deemed to be, a partner, franchisee, or agent of Logitech for any purpose whatsoever. You will have no authority to obligate Logitech in any way, and will not represent otherwise to any third party. In no event will you be entitled to any employment benefits from Logitech.
14. 14. Indemnification. You agree to defend and indemnify Logitech and its affiliates from and against any claim, damage, cost, liability, or expense (including but not limited to court costs and fees of attorneys and other professionals) arising out of your breach of any obligations under this Agreement.
15. 15. Assignment. Logitech may assign this Agreement or any of its rights hereunder to any parent, subsidiary or affiliated entity of Logitech, and in such event, Logitech's successors and/or assigns shall be entitled to all rights granted under and by virtue of this Agreement. You shall not assign this Agreement without Logitech's advance written permission.
16. 16. Amendment. This Agreement, including any amendment, waiver or modification hereto, may be executed by original, facsimile or electronic signature in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
17. 17. Integration. This Agreement constitutes the entire agreement between the parties and cannot be modified except in writing (which may be executed by original, facsimile or electronic signature) signed by both parties.
18. 18. Governing Law. This Agreement shall be exclusively governed by and interpreted in accordance with the laws of the State of California applicable to agreements executed and to be wholly performed within such State.

- If you are providing manpower services to Logitech, the following terms apply:

1. 1. ENGAGEMENT OF SERVICES
   1. 1.1 Services, Deliverables. Subject to the terms of this Agreement, you (hereafter, "Contractor") will render the services ("Services") and develop the deliverables ("Deliverables") as requested by any Logitech entity ("Logitech") or its affiliate ("Affiliate") on a project by project basis. Each new project will be described in a Purchase Order ("PO") delivered by Logitech or an Affiliate or, upon request by Logitech or an Affiliate, a statement of work ("SOW") agreed to by both parties. The deadline(s) to deliver the Services and Deliverables will be defined in each PO or, if applicable, each SOW.
   2. 1.2 Purchase Order, Statement of Work. Each PO delivered by Logitech or an Affiliate under this Agreement will become effective according to the terms of the PO and be subject to the terms and conditions of this Agreement. Each SOW will become effective and subject to the terms and conditions of this Agreement once mutually agreed and signed by both parties. If a SOW is requested by Logitech or an Affiliate, Contractor agrees that it will not commence work under any SOW prior to receiving both a signed PO issued by Logitech or an Affiliate and a fully executed SOW.
   3. 1.3 Term. This Agreement will commence on the Effective Date and will continue unless terminated earlier pursuant to Section 4 below.
2. 2. COMPENSATION
   1. 2.1 Compensation. Logitech will pay Contractor a fee according to the schedule of payments set forth in the applicable PO or SOW. Contractor will use its commercially reasonable efforts to implement procedures to reduce costs and expenses without adversely impacting its performance. The rates and fees set forth in a PO or SOW will not be increased for the term of such PO or SOW without Logitech's prior written approval. Contractor warrants that the compensation due to Contractor under each PO and SOW will not exceed the lowest compensation due to Contractor for similar services and work of like quality performed for similarly situated customers.
   2. 2.2 Reimbursement of Approved Expenses. Contractor will be liable for all expenses incurred in the performance of the Services except those specifically set out in a SOW or PO or otherwise authorized by Logitech in writing in advance and documented for reimbursement by Logitech. Contractor will provide receipts and other supporting documentation to Logitech for such expenses. Any reimbursable expenses for business travel by Contractor will be subject to Logitech's travel guidelines.
   3. 2.3 Payment Term. Logitech agrees to pay Contractor on amounts invoiced, within 60 days of receipt of each such invoice. Each invoice must contain a complete description of the work performed and/or Deliverables provided and reference the applicable Logitech PO. If the fees are based on a time and materials basis, the invoice must also include an itemization of the hours worked.
   4. 2.4 Taxes, Labor and other Legal Obligations. Unless otherwise provided in a SOW or PO, the fees payable by Logitech to Contractor for the Services and Deliverables under this Agreement do not include taxes, and Logitech will pay sales, use, service and value-added taxes assessed on the provision of the Services and Deliverables under this Agreement. Contractor will pay taxes assessed on Contractor's income, and bear full responsibility for complying with all applicable tax, contractual, labor and social security obligations in relation to employees, agents or representatives hired or retained by the Contractor in connection with the performance of the Services and delivery of the Deliverables. Contractor will be responsible for the calculation, reporting, deposit and payment of any such taxes and other obligations in full on a timely basis and prior to the imposition of any interest or penalties. Logitech will not reimburse Contractor nor have any liability for any penalties or interest which may be imposed due to a failure by Contractor to timely file returns or deposit or pay the due taxes or other obligations. Notwithstanding the foregoing, Contractor shall be responsible for the payment and/or filing of applicable payroll withholding taxes of each Contractor employee on temporary assignment or engagement at Logitech ("Contractor Employee").
3. 3. RELATIONSHIP OF PARTIES AND ADDITIONAL OBLIGATIONS
   1. 3.1 Nature of Relationship. Contractor and Logitech are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship. Contractor will not be supervised by Logitech. Contractor is required to use its discretion in performing the Services, subject to the general direction of Logitech and the express condition that Contractor will at all times comply with applicable law. Contractor is not the agent of Logitech and is not authorized to make any representation, contract, or commitment on behalf of Logitech unless specifically requested or authorized to do so by Logitech. Contractor agrees to accept exclusive liability for complying with all applicable state and federal laws governing independent contractors, including obligations such as payment of taxes, social security, workers' compensation, disability, and other contributions based on fees paid to Contractor, its agents, or employees, under this Agreement. Contractor hereby agrees to indemnify and defend Logitech against any and all such taxes or contributions, including without limitation, penalties and interest.
   2. 3.2 Warranties. Contractor represents and warrants to Logitech that:
      1. a. Contractor has all requisite right and authority to enter into this Agreement, and the performance of its obligations hereunder will not conflict with any of its agreements with or obligations to any third party.
      2. b. Contractor will establish and maintain its status as an independent contractor by participating in Logitech's independent contractor evaluation and scoring process from time to time as specified by Logitech.
      3. c. Contractor will perform all Services in a professional and workmanlike manner, in accordance with the best practices of Contractor's industry, and the Services and Deliverables will conform to the applicable specification, PO and/or SOW.
      4. d. Contractor is responsible for the terms of temporary assignment or engagement for each Contractor Employee at Logitech; provided however, Contractor and Logitech review candidates to endure the best qualified fit.
      5. e. Contractor will obtain from each Contractor Employee it assigns at Logitech, (i) his/her assurance and agreement that employment is with Contractor, not Logitech; (ii) Logitech may change the end date of his/her assignment without prior notice; (iii) he/she does not have seniority over other permanent or temporary workers, nor guarantee of being called back to help Logitech in the future; (iv) he/she must comply with all Logitech company policies and failure to do can result in immediate termination; and (v) he/she is not eligible for any Logitech benefits, including but not limited to health plan, retirement plan, paid time off, severance.
      6. f. The Deliverables will not violate any patent, copyright, trademark, trade secret or other intellectual property right of any third party, or any privacy right of any third party.
      7. g. Contractor is the sole and exclusive owner of, or has the right to enter into this Agreement on behalf of the owner of, any services or work product provided hereunder and any derivative works thereof prepared by or for Contractor pursuant to this Agreement.
      8. h. Contractor represents and warrants that, in performing its obligations under this Agreement, it complies with all applicable laws, orders and regulations of any governmental authority with jurisdiction over its activities in connection with this Agreement, including but not limited to, laws, orders and regulations pertaining to imports, exports, environmental laws, and any applicable laws against bribery and corruption, including the United States Foreign Corrupt Practices Act. Contractor will furnish to Logitech any information required to enable Logitech to comply with applicable laws, orders and regulations related to this Agreement.
      9. i. In addition to, and without limiting the foregoing, Contractor represents and warrants that it, and each of its owners, directors, employees and every other person working on its behalf, has not and will not, in connection with the transactions contemplated by this Agreement or in connection with any other business transaction involving Logitech or Logitech's products, make, offer or promise to make any payment or transfer anything of value, directly or indirectly: (a) to any governmental official or employee (including employees of government-owned and government-controlled corporations and public international organization); (b) to any political party, official of a political party or candidate; (c) to any intermediary for payment to any of the foregoing; or (d) to any other person or entity if such payment or transfer would violate the laws of the country in which it is made or the laws of the United States. It is the intent of the parties that no payments or transfers of value will be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business. Contractor warrants that it is not owned, in whole or in part, by any non-U.S. government or non-U.S. government agency or instrumentality.
   3. 3.3 Insurance. Contractor will, at Contractor's expense, maintain insurance policies that cover Contractor's activities under this Agreement and the activities of Contractor's employees, agents and representatives, including, but not limited to, workers compensation insurance and commercial general liability, bodily injury liability, property damage liability, errors and omissions liability and media liability. Contractor's insurance will be primary to any insurance maintained by Logitech. Insurance carried by Logitech will be excess only, and will be noncontributory to insurance carried by Contractor. Upon the request of Logitech, Contractor will provide Logitech with a certificate of insurance evidencing such coverage. In addition, Contractor will provide Logitech thirty (30) days advance written notice of any cancellation or reduction in coverage or limits.
   4. 3.4 Conflict of Interest. Contractor agrees during the term of this Agreement not to accept work or enter into a contract or accept an obligation inconsistent or incompatible with Contractor's obligations under this Agreement or the scope of the Services. Contractor further agrees not to disclose to Logitech, bring onto Logitech's premises, or induce Logitech to use any confidential information that belongs to anyone other than Logitech or Contractor.
   5. 3.5 Indemnification. Contractor agrees to defend, indemnify and hold harmless Logitech, its Affiliates and their respective officers, directors, employees and agents from any and all losses, liabilities or damages that the indemnified parties may incur or suffer and that arise, result from or are related to any breach or failure by Contractor to perform its obligations under this Agreement; and against any action brought by any Contractor Employee and/or any assessment brought by any governing body in connection with payroll withholding taxes of Contractor Employee; and any other liability arising out of the lawful termination of the engagement of the Contractor Employee (by way of redundancy or otherwise by Contractor following early termination or non-renewal of the SOW providing for such funded Contractor Employee).
   6. 3.6 Confidentiality.
      1. a. "Confidential Information" means all information relating to the terms and conditions of this Agreement, specifications and information relating to any SOW or PO, and other business and technical information disclosed by Logitech and / or its Affiliates. Confidential Information does not include information that: (1) was rightfully known to Contractor at the time of disclosure without an obligation of confidentiality, (2) is lawfully obtained by Contractor from a third party without restriction on use or disclosure, (3) is or becomes generally known to the public through no fault or breach of this Agreement, or (4) is developed independently by Contractor without use of the Confidential Information.
      2. b. Contractor will not use the Confidential Information except as necessary under this Agreement, and will not disclose any portion of the Confidential Information to any other person or entity. Contractor will use all reasonable steps to protect the Confidential Information from unauthorized use or disclosure, including but not limited to all steps Contractor uses to protect its own proprietary, confidential and trade secret information.
      3. c. The Confidential Information remains the property of Logitech and/ or its Affiliates, and no license or other rights in the Confidential Information is granted hereby, except those granted expressly herein. The Confidential Information is provided "AS IS" and without any warranty, express, implied or otherwise, regarding its accuracy or performance.
      4. d. Contractor further agrees that, in the event it determines that any portion of the Confidential Information is not confidential for the reasons set forth above, it will give Logitech at least ten (10) days notice before disclosing such portion to any third party.
      5. e. The obligations of confidentiality set forth in this Section 3.6 will remain in force for three (3) years from the termination of this Agreement.
   7. 3.7 Injunctive Relief. Contractor acknowledges that disclosure of any Confidential Information will give rise to irreparable injury to Logitech and/or its Affiliates, which may be inadequately compensable in damages. Accordingly, Logitech and/or its Affiliates may seek injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available.
   8. 3.8 Logitech Property. In the event that Logitech furnishes any of the following items to Contractor in connection with this Agreement, such items shall be referred to herein as "Logitech Property" (regardless of whether such items constitute the Confidential Information of Logitech): any equipment, tools, software, access to information technology systems, or documents or other materials relating to the products of Logitech, its business or customers or suppliers (which may include, without limitation, drawings, blueprints, manuals, letters, notes, notebooks, reports, sketches, formulae, memoranda, records, files, computer programs, machine listings, data, employee lists, part numbers, costs, profits, market, sales, customer lists and the like). All Logitech Property is and remains Logitech's sole and exclusive property. All Logitech Property must be kept free of liens and encumbrances. Contractor will use the Logitech Property solely to perform its obligations under this Agreement. All Logitech Property is made available "as is" and with no warranties whatsoever, express or implied. Contractor agrees to deliver promptly to Logitech all Logitech Property and all copies of Logitech Property in Contractor's possession at any time upon Logitech's request. Upon termination of this Agreement for any reason, Contractor agrees to deliver promptly to Logitech, or, at Logitech's option, destroy and provide an officer's certification of such destruction, all tangible items of Logitech Property, together with any other of Logitech's Property then in Contractor's possession, except as Logitech may, by prior written permission, allow Contractor to retain.
   9. 3.9 Records and Audit. Contractor will maintain complete and accurate accounting records in accordance with sound accounting practices to substantiate Contractor's fees. Contractor will preserve such records for a period of at least two (2) years after completion of the Deliverables. Logitech may audit such records, either through its own representatives or through an accounting firm selected by Logitech, at its own expense, to verify Contractor's fees. Any audit of Contractor's records will be conducted during business hours and in a manner so as not to unreasonably interfere with Contractor's normal business operations. If an audit should disclose an overcharge by Contractor, Contractor will pay to Logitech the amount of the overcharge within ten (10) days from notice thereof.
   10. 3.10 Data Processing and Security. To the extent, if any, that Contractor has access to Logitech data, systems or confidential information, Contractor shall be subject to the additional terms set out in the Data Protection and Security Standard Terms attached hereto.
   11. 3.11 Ownership. Logitech is the owner of all intellectual property rights to all Deliverables provided hereunder. Contractor agrees to assign and hereby assigns all rights it has or may acquire in the Deliverables produced and provided pursuant to this Agreement, including all intellectual property rights, including moral or publicity rights, therein. Contractor understands that such work product is a "work for hire" and will be the exclusive property of Logitech. Contractor agrees to disclose promptly in writing to Logitech, or any person designated by Logitech, every computer program, trade secret, invention, discovery, improvement, copyrightable material, process, manufacturing technique, formula or know-how, whether or not patentable, copyrightable or otherwise protectable, which is conceived, made, reduced to practice, or learned by Contractor in the course of any work performed for Logitech under this Agreement. Contractor will assist and cooperate with Logitech and take such further acts reasonably requested by Logitech to enable Logitech to acquire and perfect its ownership rights in the work produced under this Agreement.
   12. 3.12 Intellectual Property Rights. Contractor acknowledges that the intellectual property rights of Logitech and/or its Affiliates, including but not limited to patent, trademark, trade names, copyright and trade secret rights, remain exclusively owned by Logitech and/or its Affiliates. Contractor is hereby granted a non-exclusive, non-assignable, and limited license to use those trademarks, logos, trade names, and service marks provided by Logitech to Contractor ("Marks") solely during the term of the applicable PO or SOW for the sole purpose of performing Services under this Agreement. All goodwill generated by such use of the Marks will inure exclusively to the benefit of Logitech and its Affiliates. Contractor's use of the Marks will comply with the trademark guidelines set forth at www.logitech.com.
   13. 3.13 On-Site Services. Contractor hereby agrees to (i) abide by Logitech policies provided from time to time, or otherwise as may be available at the following link: http://ir.logitech.com/corporate-governance/governance-documents/default.aspx ("Policies") governing Contractor's conduct while providing on-site Services at a Logitech facility and (ii) make available the Policies to those personnel who shall provide on-site Services to Logitech. Contractor shall assign only those personnel for on-site Services who have read, understood and agreed to be bound by the Policies as evidenced by such personnel's written acknowledgement.
4. 4. TERMINATION
   1. 4.1 Termination by Logitech. Logitech may terminate this Agreement or a specific SOW or cancel a specific PO under this Agreement for convenience at any time with 5 days prior written notice to Contractor.
   2. 4.2 Termination by Contractor. Contractor may only terminate this Agreement for convenience when no SOW or PO is in effect and the Contractor provides Logitech with at least 90 days prior written notice.
   3. 4.3 Termination for Breach. Either party may terminate this Agreement or a specific SOW or PO if the other party is in material breach of this Agreement, SOW or PO and the breaching party fails to cure such material breach within thirty (30) days of receiving notice thereof from the non-breaching party. In the case of material breach by Contractor, Logitech will not be obligated to make any payments to Contractor.
   4. 4.4 Effect of Termination. Except as provided in this Section 4, upon any termination of this Agreement, Logitech will pay to Contractor costs for any work performed and accepted by Logitech up to the effective date of termination on a time and materials basis or according to the milestone schedule as reasonably determined by Logitech. Any invoices for such costs must be received by Logitech within ninety (90) days after the date of termination. Contractor will promptly return to Logitech all advance payments, if any, received by Contractor reduced by Contractor's fees due on the date of termination and reasonable and supportable costs incurred by Contractor up to the notice date of termination. Contractor will deliver to Logitech all work in process, in whole or in part, including all versions and portions thereof, and will confirm in writing the assignment to Logitech of ownership in the results.
   5. 4.5 No Liability. Neither party will be liable to the other for damages of any sort solely as a result of terminating this Agreement in accordance with its terms. Termination of this Agreement will be without prejudice to any other right or remedy of either party.
5. 5. LIMITATION OF LIABILITY.

   IN NO EVENT WILL LOGITECH BE LIABLE FOR LOST PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT. THIS LIMITATION WILL APPLY EVEN IF LOGITECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THIS LIMITATION OF LIABILITY.

6. 6. ENTIRE AGREEMENT; PRECEDENCE.

   This Agreement, together with all agreed upon SOWs, and POs represents the entire agreement between the parties and replaces and supersedes all previous or contemporaneous oral or written agreements, understandings or arrangements between the parties with respect to its subject matter. In case of any conflict among this Agreement and any SOW or any PO, or any attachments thereto, the terms and conditions of this Agreement will prevail. In case of any conflict between any SOW and any PO to which the SOW relates, or any attachments to any such PO, the terms of the SOW will prevail.

7. 7. AMENDMENT

   This Agreement may not be modified or amended except in writing executed by an authorized representative of each party.

8. 8. CHOICE OF LAW AND VENUE.

   This Agreement will be exclusively governed by the laws of California without reference to its conflicts of law principles. All disputes will be subject to the exclusive jurisdiction of California.

9. 9. ASSIGNMENT.

   As Logitech has specifically contracted for Contractor's services, Contractor may not sub-contract, assign or delegate its obligations under this Agreement either in whole or in part, without the prior written consent of Logitech. Any attempted assignment in violation of the provisions of this section will be void.

10. 10. NO WAIVER.

    No delay or failure to act in the event of a breach of this Agreement will be deemed a waiver of that or any subsequent breach of any provision of this Agreement. Any remedies at law or equity not specifically disclaimed or modified by this Agreement remain available to both parties.

11. 11. INDEPENDENT EFFORTS.

    Provided there is no infringement of the other party's intellectual property rights, nothing in this Agreement will impair either party's right to develop, manufacture, purchase, use or market, directly or indirectly, alone or with others, products or services competitive with those offered by the other.

12. 12. NO PUBLICITY.

    Contractor will not use or reproduce the trademark, trade name, trade dress or logo of Logitech, or refer to Logitech as a client of Contractor, without Logitech's prior written consent.

13. 13. FORCE MAJEURE.

    Nonperformance by either party will be excused to the extent that performance is rendered impossible by any reason wholly beyond the control and not caused by the negligence of the nonperforming party; provided that any such nonperformance will be cause for termination of this Agreement by the other party if the nonperformance continues for more than thirty (30) days.

14. 14. NOTICES.

    All notices must be in writing and delivered to the parties listed on page 1 of this Agreement. For Logitech, a copy must also be sent to Logitech's Legal Department, 7700 Gateway Blvd., Newark CA 94560, Attn: General Counsel, or by email to legalnotices@logitech.com. Either party may at any time change the name and address of persons to who all notices required to be given under this Agreement must be sent by giving written notice to the other party.

15. 15. SURVIVAL.

    Sections 3.1, 3.2, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 4.3, 4.4, 4.5, 5, 8, 10, 11, 12, and 14 through 18 will survive the termination of this Agreement.

16. 16. SEVERABILITY.

    In the event any one or more of the provisions of this Agreement will for any reason be held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement will be unimpaired and the invalid, illegal or unenforceable provision will be replaced by a provision which, being valid, legal and enforceable comes close to the intention of the parties underlying the invalid, illegal, or unenforceable provisions.

17. 17. BINDING EFFECT; SUCCESSORS.

    The provisions of this Agreement will be binding upon and inure solely to the benefit of the parties and their respective successors and permitted assignees.

18. 18. EXECUTION; COUNTERPARTS.

    This Agreement, including any amendment, waiver or modification hereto, may be executed by original, facsimile or electronic signature in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page by fax, e-mail or other electronic delivery or signature method will be as effective as physical delivery of a manually executed counterpart of this Agreement.

- If you are providing any other types of services to Logitech, the following terms apply:

1. 1. ENGAGEMENT OF SERVICES
   1. 1.1 Services, Deliverables. Subject to the terms of this Agreement, you ("Contractor") will render the services ("Services") and develop the deliverables ("Deliverables") as requested by any Logitech entity ("Logitech") on a project by project basis. Each new project will be described in a Purchase Order ("PO") delivered by Logitech or an affiliate ("Affiliate") or, upon request by Logitech or an Affiliate, a statement of work ("SOW") agreed to by both parties. The deadline(s) to deliver the Services and Deliverables will be defined in each PO or, if applicable, each SOW.
   2. 1.2 Purchase Order, Statement of Work. Each PO delivered by Logitech or an Affiliate under this Agreement will become effective according to the terms of the PO and be subject to the terms and conditions of this Agreement. Each SOW will become effective and subject to the terms and conditions of this Agreement once mutually agreed and signed by both parties. If a SOW is requested by Logitech or an Affiliate, Contractor agrees that it will not commence work under any SOW prior to receiving both a signed PO issued by Logitech or an Affiliate and a fully executed SOW.
   3. 1.3 Term. This Agreement will commence on the Effective Date and will continue unless terminated earlier pursuant to Section 4 below.
2. 2. COMPENSATION
   1. 2.1 Compensation. Logitech will pay Contractor a fee according to the schedule of payments set forth in the applicable PO or SOW. Contractor will use its commercially reasonable efforts to implement procedures to reduce costs and expenses without adversely impacting its performance. The rates and fees set forth in a PO or SOW will not be increased for the term of such PO or SOW without Logitech's prior written approval. Contractor warrants that the compensation due to Contractor under each PO and SOW will not exceed the lowest compensation due to Contractor for similar services and work of like quality performed for similarly situated customers.
   2. 2.2 Reimbursement of Approved Expenses. Contractor will be liable for all expenses incurred in the performance of the Services except those specifically set out in a SOW or PO or otherwise authorized by Logitech in writing in advance and documented for reimbursement by Logitech. Contractor will provide receipts and other supporting documentation to Logitech for such expenses. Any reimbursable expenses for business travel by Contractor will be subject to Logitech's travel guidelines.
   3. 2.3 Payment Term. Logitech agrees to pay Contractor on amounts invoiced, within sixty (60) days of receipt of each such invoice. Each invoice must contain a complete description of the work performed and/or Deliverables provided and reference the applicable Logitech PO. If the fees are based on a time and materials basis, the invoice must also include an itemization of the hours worked.
   4. 2.4 Taxes, Labor and other Legal Obligations. Unless otherwise provided in a SOW or PO, the fees payable by Logitech to Contractor for the Services and Deliverables under this Agreement do not include taxes, and Logitech will pay sales, use, service and value-added taxes assessed on the provision of the Services and Deliverables under this Agreement. Contractor will pay taxes assessed on Contractor's income, and bear full responsibility for complying with all applicable tax, contractual, labor and social security obligations in relation to employees, agents or representatives hired or retained by the Contractor in connection with the performance of the Services and delivery of the Deliverables. Contractor will be responsible for the calculation, reporting, deposit and payment of any such taxes and other obligations in full on a timely basis and prior to the imposition of any interest or penalties. Logitech will not reimburse Contractor nor have any liability for any penalties or interest which may be imposed due to a failure by Contractor to timely file returns or deposit or pay the due taxes or other obligations.
3. 3. RELATIONSHIP OF PARTIES AND ADDITIONAL OBLIGATIONS
   1. 3.1 Nature of Relationship. Contractor and Logitech are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship. Contractor will not be supervised by Logitech. Contractor is required to use its discretion in performing the Services, subject to the general direction of Logitech and the express condition that Contractor will at all times comply with applicable law. Contractor is not the agent of Logitech and is not authorized to make any representation, contract, or commitment on behalf of Logitech unless specifically requested or authorized to do so by Logitech. Contractor agrees to accept exclusive liability for complying with all applicable state and federal laws governing independent contractors, including obligations such as payment of taxes, social security, workers' compensation, disability, and other contributions based on fees paid to Contractor, its agents, or employees, under this Agreement. Contractor hereby agrees to indemnify and defend Logitech against any and all such taxes or contributions, including without limitation, penalties and interest.
   2. 3.2 Warranties. Contractor represents and warrants to Logitech that:
      1. a. Contractor has all requisite right and authority to enter into this Agreement, and the performance of its obligations hereunder will not conflict with any of its agreements with or obligations to any third party.
      2. b. Contractor will establish and maintain its status as an independent contractor by participating in Logitech's independent contractor evaluation and scoring process from time to time as specified by Logitech.
      3. c. Contractor will perform all Services in a professional and workmanlike manner, in accordance with the best practices of Contractor's industry, and the Services and Deliverables will conform to the applicable specification, PO and/or SOW.
      4. d. The Deliverables will not violate any patent, copyright, trademark, trade secret or other intellectual property right of any third party, or any privacy right of any third party.
      5. e. Contractor is the sole and exclusive owner of, or has the right to enter into this Agreement on behalf of the owner of, any services or work product provided hereunder and any derivative works thereof prepared by or for Contractor pursuant to this Agreement.
      6. f. Contractor represents and warrants that, in performing its obligations under this Agreement, it complies with all applicable laws, orders and regulations of any governmental authority with jurisdiction over its activities in connection with this Agreement, including but not limited to, laws, orders and regulations pertaining to imports, exports, environmental laws, and any applicable laws against bribery and corruption, including the United States Foreign Corrupt Practices Act. Contractor will furnish to Logitech any information required to enable Logitech to comply with applicable laws, orders and regulations related to this Agreement.
      7. g. In addition to, and without limiting the foregoing, Contractor represents and warrants that it, and each of its owners, directors, employees and every other person working on its behalf, has not and will not, in connection with the transactions contemplated by this Agreement or in connection with any other business transaction involving Logitech or Logitech's products, make, offer or promise to make any payment or transfer anything of value, directly or indirectly: (a) to any governmental official or employee (including employees of government-owned and government-controlled corporations and public international organization); (b) to any political party, official of a political party or candidate; (c) to any intermediary for payment to any of the foregoing; or (d) to any other person or entity if such payment or transfer would violate the laws of the country in which it is made or the laws of the United States. It is the intent of the parties that no payments or transfers of value will be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business. Contractor warrants that it is not owned, in whole or in part, by any non-U.S. government or non-U.S. government agency or instrumentality.
   3. 3.3 On-Site Services. Contractor hereby agrees to (i) abide by Logitech policies available at the following link: http://ir.logitech.com/corporate-governance/governance-documents/default.aspx ("Policies") governing Contractor's conduct while providing on-site Services at a Logitech facility and (ii) make available the Policies to those personnel who shall provide on-site Services to Logitech. Contractor shall assign only those personnel for on-site Services who have read, understood and agreed to be bound by the Policies as evidenced by such personnel's written acknowledgement.
   4. 3.4 Insurance. Contractor will, at Contractor's expense, maintain insurance policies that cover Contractor's activities under this Agreement and the activities of Contractor's employees, agents and representatives, including, but not limited to, workers compensation insurance and commercial general liability, bodily injury liability, property damage liability, errors and omissions liability and media liability. Contractor's insurance will be primary to any insurance maintained by Logitech. Insurance carried by Logitech will be excess only, and will be noncontributory to insurance carried by Contractor. Upon the request of Logitech, Contractor will provide Logitech with a certificate of insurance evidencing such coverage. In addition, Contractor will provide Logitech thirty (30) days advance written notice of any cancellation or reduction in coverage or limits.
   5. 3.5 Conflict of Interest. Contractor agrees during the term of this Agreement not to accept work or enter into a contract or accept an obligation inconsistent or incompatible with Contractor's obligations under this Agreement or the scope of the Services. Contractor further agrees not to disclose to Logitech, bring onto Logitech's premises, or induce Logitech to use any confidential information that belongs to anyone other than Logitech or Contractor.
   6. 3.6 Indemnification. Contractor agrees to defend, indemnify and hold harmless Logitech, its Affiliates and their respective officers, directors, employees and agents from any and all losses, liabilities or damages that the indemnified parties may incur or suffer and that arise, result from or are related to any breach or failure by Contractor to perform its obligations under this Agreement.
   7. 3.7 Confidentiality.
      1. a. "Confidential Information" means all information relating to the terms and conditions of this Agreement, specifications and information relating to any SOW or PO, and other business and technical information disclosed by Logitech and / or its Affiliates. Confidential Information does not include information that: (1) was rightfully known to Contractor at the time of disclosure without an obligation of confidentiality, (2) is lawfully obtained by Contractor from a third party without restriction on use or disclosure, (3) is or becomes generally known to the public through no fault or breach of this Agreement, or (4) is developed independently by Contractor without use of the Confidential Information.
      2. b. Contractor will not use the Confidential Information except as necessary under this Agreement, and will not disclose any portion of the Confidential Information to any other person or entity. Contractor will use all reasonable steps to protect the Confidential Information from unauthorized use or disclosure, including but not limited to all steps Contractor uses to protect its own proprietary, confidential and trade secret information.
      3. c. The Confidential Information remains the property of Logitech and/ or its Affiliates, and no license or other rights in the Confidential Information is granted hereby, except those granted expressly herein. The Confidential Information is provided "AS IS" and without any warranty, express, implied or otherwise, regarding its accuracy or performance.
      4. d. Contractor further agrees that, in the event it determines that any portion of the Confidential Information is not confidential for the reasons set forth above, it will give Logitech at least ten (10) days' notice before disclosing such portion to any third party.
      5. e. The obligations of confidentiality set forth in this Section 3.6 will remain in force for three (3) years from the termination of this Agreement.
   8. 3.8 Injunctive Relief. Contractor acknowledges that disclosure of any Confidential Information will give rise to irreparable injury to Logitech and/or its Affiliates, which may be inadequately compensable in damages. Accordingly, Logitech and/or its Affiliates may seek injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available.
   9. 3.9 Logitech Property. In the event that Logitech furnishes any of the following items to Contractor in connection with this Agreement, such items shall be referred to herein as "Logitech Property" (regardless of whether such items constitute the Confidential Information of Logitech): any equipment, tools, software, access to information technology systems, or documents or other materials relating to the products of Logitech, its business or customers or suppliers (which may include, without limitation, drawings, blueprints, manuals, letters, notes, notebooks, reports, sketches, formulae, memoranda, records, files, computer programs, machine listings, data, employee lists, part numbers, costs, profits, market, sales, customer lists and the like). All Logitech Property is and remains Logitech's sole and exclusive property. All Logitech Property must be kept free of liens and encumbrances. Contractor will use the Logitech Property solely to perform its obligations under this Agreement. All Logitech Property is made available "as is" and with no warranties whatsoever, express or implied. Contractor agrees to deliver promptly to Logitech all Logitech Property and all copies of Logitech Property in Contractor's possession at any time upon Logitech's request. Upon termination of this Agreement for any reason, Contractor agrees to deliver promptly to Logitech, or, at Logitech's option, destroy and provide an officer's certification of such destruction, all tangible items of Logitech Property, together with any other of Logitech's Property then in Contractor's possession, except as Logitech may, by prior written permission, allow Contractor to retain.
   10. 3.10 Records and Audit. Contractor will maintain complete and accurate accounting records in accordance with sound accounting practices to substantiate Contractor's fees. Contractor will preserve such records for a period of at least two (2) years after completion of the Deliverables. Logitech may audit such records, either through its own representatives or through an accounting firm selected by Logitech, at its own expense, to verify Contractor's fees. Any audit of Contractor's records will be conducted during business hours and in a manner so as not to unreasonably interfere with Contractor's normal business operations. If an audit should disclose an overcharge by Contractor, Contractor will pay to Logitech the amount of the overcharge within ten (10) days from notice thereof.
   11. 3.11 Data Processing and Security. To the extent, if any, that Contractor has access to Logitech data, systems or confidential information, Contractor shall be subject to the additional terms set forth in the Data Protection and Security Standards Terms attached hereto.
   12. 3.12 Ownership. Logitech is the owner of all intellectual property rights to all Deliverables provided hereunder. Contractor agrees to assign and hereby assigns all rights it has or may acquire in the Deliverables produced and provided pursuant to this Agreement, including all intellectual property rights, including moral or publicity rights, therein. Contractor understands that such work product is a "work for hire" and will be the exclusive property of Logitech. Contractor agrees to disclose promptly in writing to Logitech, or any person designated by Logitech, every computer program, trade secret, invention, discovery, improvement, copyrightable material, process, manufacturing technique, formula or know-how, whether or not patentable, copyrightable or otherwise protectable, which is conceived, made, reduced to practice, or learned by Contractor in the course of any work performed for Logitech under this Agreement. Contractor will assist and cooperate with Logitech and take such further acts reasonably requested by Logitech to enable Logitech to acquire and perfect its ownership rights in the work produced under this Agreement.
   13. 3.13 Intellectual Property Rights. Contractor acknowledges that the intellectual property rights of Logitech and/or its Affiliates, including but not limited to patent, trademark, trade names, copyright and trade secret rights, remain exclusively owned by Logitech and/or its Affiliates. Contractor is hereby granted a non-exclusive, non-assignable, and limited license to use those trademarks, logos, trade names, and service marks provided by Logitech to Contractor ("Marks") solely during the term of the applicable PO or SOW for the sole purpose of performing Services under this Agreement. All goodwill generated by such use of the Marks will inure exclusively to the benefit of Logitech and its Affiliates. Contractor's use of the Marks will comply with the trademark.
4. 4. TERMINATION
   1. 4.1 Termination by Logitech. Logitech may terminate this Agreement or a specific SOW or cancel a specific PO under this Agreement for convenience at any time with five (5) days prior written notice to Contractor.
   2. 4.2 Termination by Contractor. Contractor may only terminate this Agreement for convenience when no SOW or PO is in effect and the Contractor provides Logitech with at least one hundred and twenty (120) days prior written notice.
   3. 4.3 Termination for Breach. Either party may terminate this Agreement or a specific SOW or PO if the other party is in material breach of this Agreement, SOW or PO and the breaching party fails to cure such material breach within thirty (30) days of receiving notice thereof from the non-breaching party. In the case of material breach by Contractor, Logitech will not be obligated to make any payments to Contractor.
   4. 4.4 Effect of Termination. Except as provided in this Section 4, upon any termination of this Agreement, Logitech will pay to Contractor costs for any work performed and accepted by Logitech up to the effective date of termination on a time and materials basis or according to the milestone schedule as reasonably determined by Logitech. Any invoices for such costs must be received by Logitech within ninety (90) days after the date of termination. Contractor will promptly return to Logitech all advance payments, if any, received by Contractor reduced by Contractor's fees due on the date of termination and reasonable and supportable costs incurred by Contractor up to the notice date of termination. Contractor will deliver to Logitech all work in process, in whole or in part, including all versions and portions thereof, and will confirm in writing the assignment to Logitech of ownership in the results.
   5. 4.5 No Liability. Neither party will be liable to the other for damages of any sort solely as a result of terminating this Agreement in accordance with its terms. Termination of this Agreement will be without prejudice to any other right or remedy of either party.
5. 5. LIMITATION OF LIABILITY.

   IN NO EVENT WILL LOGITECH BE LIABLE FOR LOST PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT. THIS LIMITATION WILL APPLY EVEN IF LOGITECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THIS LIMITATION OF LIABILITY.

6. 6. ENTIRE AGREEMENT; PRECEDENCE.

   This Agreement, together with all agreed upon SOWs, and POs represents the entire agreement between the parties and replaces and supersedes all previous or contemporaneous oral or written agreements, understandings or arrangements between the parties with respect to its subject matter. In case of any conflict among this Agreement and any SOW or any PO, or any attachments thereto, the terms and conditions of this Agreement will prevail. In case of any conflict between any SOW and any PO to which the SOW relates, or any attachments to any such PO, the terms of the SOW will prevail.

7. 7. AMENDMENT.

   This Agreement may not be modified or amended except in writing executed by an authorized representative of each party.

8. 8. CHOICE OF LAW AND VENUE.

   This Agreement will be exclusively governed by the laws of California without reference to its conflicts of law principles. All disputes will be subject to the exclusive jurisdiction of California.

9. 9. ASSIGNMENT.

   As Logitech has specifically contracted for Contractor's services, Contractor may not sub-contract, assign or delegate its obligations under this Agreement either in whole or in part, without the prior written consent of Logitech. Any attempted assignment in violation of the provisions of this section will be void.

10. 10 NO WAIVER.

    No delay or failure to act in the event of a breach of this Agreement will be deemed a waiver of that or any subsequent breach of any provision of this Agreement. Any remedies at law or equity not specifically disclaimed or modified by this Agreement remain available to both parties.

11. 11. INDEPENDENT EFFORTS.

    Provided there is no infringement of the other party's intellectual property rights, nothing in this Agreement will impair either party's right to develop, manufacture, purchase, use or market, directly or indirectly, alone or with others, products or services competitive with those offered by the other.

12. 12. NO PUBLICITY.

    Contractor will not use or reproduce the trademark, trade name, trade dress or logo of Logitech, or refer to Logitech as a client of Contractor, without Logitech's prior written consent.

13. 13. FORCE MAJEURE.

    Nonperformance by either party will be excused to the extent that performance is rendered impossible by any reason wholly beyond the control and not caused by the negligence of the nonperforming party; provided that any such nonperformance will be cause for termination of this Agreement by the other party if the nonperformance continues for more than thirty (30) days.

14. 14. NOTICES.

    All notices must be in writing and delivered to the parties listed on page 1 of this Agreement. For Logitech, a copy must also be sent to Logitech's Legal Department, 7700 Gateway Blvd., Newark CA 94560, Attn: General Counsel, or by email to legalnotices@logitech.com. Either party may at any time change the name and address of persons to who all notices required to be given under this Agreement must be sent by giving written notice to the other party.

15. 15. SURVIVAL.

    Sections 3.1, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 4.3, 4.4, 4.5, 5, 8, 10, 11, 12, and 14 through 18 will survive the termination of this Agreement.

16. 16. SEVERABILITY.

    In the event any one or more of the provisions of this Agreement will for any reason be held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement will be unimpaired and the invalid, illegal or unenforceable provision will be replaced by a provision which, being valid, legal and enforceable comes close to the intention of the parties underlying the invalid, illegal, or unenforceable provisions.

17. 17. BINDING EFFECT; SUCCESSORS.

    The provisions of this Agreement will be binding upon and inure solely to the benefit of the parties and their respective successors and permitted assignees.

18. 18. EXECUTION; COUNTERPARTS.

    This Agreement, including any amendment, waiver or modification hereto, may be executed by original, facsimile or electronic signature in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page by fax, e-mail or other electronic delivery or signature method will be as effective as physical delivery of a manually executed counterpart of this Agreement.

- In addition to the applicable terms and conditions above, if you will have access to Logitech data, systems or confidential information in the context of your business relationship with Logitech, the following terms will apply.

THESE DATA PROTECTION AND SECURITY TERMS ("Data Security Terms") are attached to, and incorporated by reference into, the agreement for services ("Agreement") by and between the Logitech entity named therein (together with its affiliates, "Logitech," "we" or "us") and the applicable service provider / supplier / vendor / or contractor ("Supplier," "Contractor" or "you").

1. 1. Definitions.

   Capitalized terms used herein but not otherwise defined shall have the meanings given in the Agreement. "Protected Data" means:

   • any information or data that Logitech employees, representatives or business partners make available to you in the context of your business relationship with Logitech;
   • any information or data that Logitech has authorized you to upload, store or otherwise input, or (without waiving Logitech's rights with respect to such information or data) that you otherwise have stored on any of your systems (defined below);
   • Personal Data (defined below); and
   • Backup copies of any the foregoing.

   "Personal Data" means:

   • information that does or may identify a specific individual or by or from which a specific individual may be identified, contacted or located, including but not limited to the individual's name, postal address, email address, phone number, date of birth, social security number, etc., and
   • all other information that relates to an identified or identifiable individual.

   "Your systems" means servers, websites, devices, and any other data storage systems used in connection with Protected Data by you, your representatives, subprocessors or other third parties on your behalf.

   "Subprocessors" means service providers, subcontractors, subprocessors or your affiliates or third parties that you engage or that otherwise through you have access to or process Protected Data.

2. 2. Applicability. These Data Security Terms apply to Protected Data (including Personal Data), in addition to, and not in lieu of, any other contractual and legal obligations you may have with respect to Protected Data, Personal Data and/or Logitech Confidential Information, whether under the Agreement, any other agreements you may have with Logitech, or applicable law.
3. 3. Data Protection. You will not, and you will not permit any third party, to access, collect, store, retain, transfer, use or otherwise process in any manner any Protected Data, except in the interest and on behalf of Logitech, as directed by authorized personnel of Logitech or one of its affiliates in writing (such as in accordance with the Agreement), and in accordance with these Data Security Terms. You will not make Protected Data accessible to any third party (including any subprocessor), or transfer or relocate Protected Data, unless approved by Logitech in writing (such as in the Agreement). You are responsible for causing your subprocessors (who have been approved by Logitech as set forth herein) to comply with your obligations under these Data Security Terms.
4. 4. Data Security. You will keep Protected Data secure from unauthorized access by employing at all times reasonable administrative, physical, and technical safeguards that meet or exceed industry standards and best practices with regard to the nature of the Protected Data and the processing activities. You will enact, maintain and comply with a written information security policy that is consistent with your obligations under these Data Security Terms (your "InfoSec Policy"). Upon request by Logitech, you will provide such InfoSec Policy to us for review, and in such case, you will refrain from making any changes to your InfoSec Policy that reduce the level of security, and provide 30 days prior written notice to Logitech of any significant changes to your InfoSec Policy. If you have conducted any third party audits or security certifications (e.g. SOC2 Type II, SSAE16, SAS70, ISO9001, and ISO27001) ("Certifications and Audits"), you will comply with such Certifications and Audits, provide copies to Logitech upon request, and provide 30 days notice to Logitech of any changes thereto.
5. 5. Transfers of Protected Data. You agree that you (and your subprocessors) will only transfer or make accessible Protected Data pertaining to data subjects residing within one country outside that same country , if Logitech has approved such transfer in writing in accordance with this Data Security Exhibit, the Agreement and applicable law, and you have secured for the term of the Agreement a mechanism for the legal international transfer of the Protected Data to the country or territory to which the Protected Data is being transferred to or accessed from. For example: the country or territory ensures an adequate level of protection as approved by the European Commission, one of the conditions in Article 46 GDPR is satisfied, or the transfer is via the EU-US or Swiss-US Privacy Shield frameworks (if applicable).
6. 6. Cooperation. At Logitech's request, you will enter into additional supplemental agreements with Logitech to demonstrate compliance, and to comply, with applicable laws or industry standards designed to protect Protected Data (as such applicable laws and industry standards may be updated from time to time). Such supplemental agreements include (without limitation), the Standard Contractual Clauses approved by the European Commission for data transfers to processors outside the European Economic Area, the General Protection Data Regulation (or its successor legislation) ("GDPR"), Payment Card Industry ("PCI") Standards, HIPAA requirements for business associates, and other agreements under similar and other frameworks that may apply now or in the future. If after request by Logitech you refuse to enter into such additional supplemental agreements, Logitech shall be permitted to terminate its agreements with you without incurring early termination fees or additional charges, and you agree you will provide a proportionate refund of any prepaid fees for unused or unreceived goods or services, and assistance otherwise in accordance with the Termination or Expiration of the Agreement paragraph below.
7. 7. Audits. At Logitech's request, you will submit to reasonable audits in connection with your obligations under these Data Security Terms. Such audits may be undertaken by Logitech or its representatives or agents (for internal investigations, and to audit compliance with these Data Security Terms), by the SEC, data protection regulators or other governmental agencies, or in certain circumstances, independent third parties to verify compliance with applicable laws and agreements).
8. 8. Termination/Expiration Rights and Obligations. Upon the termination or expiration of the Agreement, for a period of ten days or such longer period agreed to in writing by the parties (including under the Agreement) (the "Data Removal Period"), Logitech may opt to continue to utilize your systems to store its Protected Data and to request reasonable migration assistance from you (subject to fees charged at your then-current time and material rates for professional services and data storage; provided that such fees shall be waived if the Agreement was terminated for your default). Upon expiration of the Data Removal Period, you will cause to be deleted any and all Protected Data from your systems. Upon request by Logitech, you will provide written certification as to the completion of the deletion of Protected Data in accordance with this paragraph.
9. 9. Data Breach. In the event of an actual breach or compromise to the physical or electronic security of the Protected Data, including but not limited to actual loss of control, theft or unauthorized processing, loss, use, disclosure or acquisition, or access ("Data Breach"), you will take the following actions. Within 24 hours you will send Logitech a notification of such Data Breach, including a reasonable level of detail regarding the nature of the Data Breach; the Protected Data lost, stolen or potentially compromised, and the corrective action you have taken and plan to take, sent to (1) the current Logitech business contact/relationship manager for your Agreement and (2) Logitech's General Counsel (by phone 510-795-8500, in writing to 7700 Gateway Blvd., Newark, California, 94560, USA or by email to legalnotices@logitech.com with a cc to infosec@logitech.com). You will promptly take all necessary and advisable corrective actions with respect to the Data Breach. You will cooperate fully with us in all reasonable and lawful efforts to promptly, mitigate or rectify, otherwise respond to, such Data Breach. If Logitech requests, whether or not required by law, you will provide written notice to individuals whose Protected Data was reasonably connected to the Data Breach (at Logitech's direction), or reimburse Logitech for all direct out-of-pocket and commercially reasonable costs that Logitech incurs in providing such notice.
10. 10. Liability and Indemnification for Data Breaches. You will indemnify Logitech for any financial loss to Logitech arising from a Data Breach, including without limitation costs incurred by Logitech in identifying its legal obligations regarding such Data Breach, including attorneys fees and other legal expenses; providing and paying for remediation services offered by third parties to help prevent or cure identity fraud or theft, including identity theft analytics, fraud monitoring, identity theft resolution, and credit freezes; and damages awarded against Logitech as a result of the Data Breach. Any limitation of liability set forth under the Agreement shall not apply with respect to a Data Breach.
11. 11. California CCPA Prohibition on Selling of Information. In accordance with the California Consumer Privacy Act (or its successor legislation, "CCPA"): (a) you acknowledge and confirm that you do not receive any Protected Data as consideration for any services or other items that you provide to Logitech; (b) you shall not have, derive or exercise any rights or benefits regarding Protected Data; (c) you must not "sell" (as defined in the CCPA) any Protected Data; (d) you must not collect, share or use any Protected Data except as necessary to perform services for Logitech.; and (e) you represent and warrant that you understand the rules, requirements and definitions of the CCPA and agree to refrain from taking any action that would cause any transfers of Protected Data to or from you to qualify as "selling personal information" under the CCPA.
12. 12. European Personal Data and GDPR. In accordance with the GDPR and similar laws of other countries, you accept the following obligations as a data importer, processor or subprocessor to Logitech (in its capacity as the "controller"), with respect to any Protected Data that is subject to the GDPR or such similar laws of other countries as "personal data." You agree, warrant and represent that you will: (a) process the personal data only on documented instructions from the controller, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by European Union or Member State law to which the processor is subject; in such a case, the processor shall inform the controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest; also, the processor shall immediately inform the controller if, in its opinion, an instruction infringes the GDPR, national data protection laws in the EU or other applicable law; (b) ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; (c) take all measures required pursuant to Article 32 of the GDPR (security of processing); (d) respect the conditions referred to in paragraphs 2 and 4 of Article 28 of the GDPR for engaging another processor; (e) taking into account the nature of the processing, assist the controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the controller's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the GDPR, including, without limitation, right to access, rectification, erasure and portability of the data subject's personal data; (for the avoidance of doubt, processor shall only assist and enable controller to meet controller's obligations to satisfy data subjects' rights, but processor shall not respond directly to data subjects); (f) assist the controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR (Security of personal data) taking into account the nature of processing and the information available to the processor; (g) at the choice of the controller, deletes or returns all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless European Union or Member State law requires storage of the personal data; (h) makes available to the controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller.

(These Data Protection & Security Terms were last updated 1-Apr-2019)

- In addition to the applicable terms and conditions above, if you will be endorsing, or making social media posts promoting, a Logitech brand, product or event, for consideration, the following terms apply:

It is legally mandatory, and Logitech's corporate policy, that brands and influencers follow the FTC endorsement guidelines. See the FTC website (www.FTC.gov) for the latest version.

You must always clearly disclose your working relationship (or other material connection) with Logitech in each social post or blog. A "material connection" includes any connection between someone acting as an influencer and a brand that could potentially affect the credibility consumers give to that influencer's statements. This may include where the influencer receives benefits or incentives such as monetary compensation, loaner or free products/services, in-kind gifts, or special access privileges.

Some examples include: (a) If available to you as an influencer, leveraging Instagram's paid partnership tool to tag "Paid partnership with Logitech" (or the applicable brand), (b) Sponsorship hashtags such as #ad or #sponsored; (c) Clear language such as "I partnered with Logitech" (or the applicable brand). All opinions you express about Logitech, the Logitech brand and/or our products and services shall be your own.

DISCLAIMER: Any recommendations and options for disclosures provided by Logitech (or our failure to do so) shall not be construed as responsibility for your failure to comply with FTC endorsement guidelines.

Reminder: You are also responsible for obtaining all third party clearances and permissions with respect to any content you post.