1.1 Application. If Supplier has executed a written agreement with Bell for the Deliverables requested by Bell in the applicable PO, such agreement will govern the relationship between the parties and transactions under this PO. If there is no such written and executed agreement, then the transactional terms set out in the applicable PO and these “Purchase Order Terms and Conditions”, as updated from time to time, will govern the relationship and constitute the entire agreement between the parties with respect to the Deliverables and supersedes all prior representations, negotiations, agreements and discussions with respect to the Deliverables. Any purported modifications, deletions or additions to a PO or these Purchase Order Terms and Conditions, including, as may be set out in Supplier’s proposal, quote, invoice, acknowledgment or otherwise are expressly rejected and will not be binding on Bell, unless expressly agreed to in writing by the Bell.

1.2 Agreement and Acceptance. Supplier’s written acceptance (including confirmed acceptance by email) of a PO, performance of all or any part of its obligations as stipulated in such PO or invoicing for the Deliverables will constitute an unqualified and complete acceptance by Supplier of these Purchase Order Terms and Conditions in their entirety.

2.1 Definitions.

2.1.1 “Affiliate” means any entity controlling, controlled by or under common control of a party, as the context requires. For this definition, “control” means the: (i) direct or beneficial ownership of fifty percent (50%) or more of the entity’s voting securities; or (ii) ability to elect a majority of the entity’s directors.

2.1.2 “Agreement” means these Purchase Order Terms and Conditions, as updated from time to time, together with the transactional terms and requirements set out in the applicable PO.

2.1.3 “Bell” or “Originator” means Bell Canada or an Affiliate of Bell Canada, as the case may be, that has issued a PO to Supplier.

2.1.4 “Bell Policies” means the policies set out in Section 7 (Bell Policies) of these Purchase Order Terms and Conditions, attached to the PO or otherwise incorporated into the Agreement by reference, in each case, as amended by Bell from time to time.

2.1.5 “Deliverables” means the products, services, software and any other deliverables requested under a PO or otherwise performed or provided by Supplier in connection with a PO.

2.1.6 “Governmental Authority” includes any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority.

2.1.7 “IP Right” means any right that is or may be granted or recognized regarding patents, copyright, moral rights, trade secrets, trade-marks, domain names, industrial designs, integrated circuit topography, and personality rights, and any other legislative provision or common or civil law principle regarding intellectual property, whether registered or unregistered, and includes rights in any application for any of the foregoing.

2.1.8 “Personnel” means directors, officers, employees, agents, and subcontractors.

2.1.9 “PO” means a purchase order issued by Bell.

2.1.10 “Specifications” includes: (i) the requirements set out on the applicable PO; and (ii) any additional specifications, service levels and documentation provided to Bell or made generally available by Supplier to its other customers.

2.1.11 “Supplier” or “Vendor” means the person or entity indicated on the applicable PO that is contracting with Bell for the Deliverables.

2.1.12 “Use” includes any act, which, if committed without the proper authorization of the owner of an IP Right, would constitute an infringement of such IP Right.

2.1.13 “Warranty Period” means twelve (12) months from the date Bell accepts the applicable Deliverable.

2.2 Interpretation.

2.2.1 Including. The term “including” means “including without limitation”, and “include” and “includes” will be interpreted to have corresponding meanings.

2.1.2 Rules of Construction. The parties agree that rules of strict interpretation or construction, including contra proferentem, will not be applied against either party.

3.1 Supplier Obligations. Supplier shall perform and provide the Deliverables in accordance with the Agreement.

3.2 Personnel. Supplier may not subcontract any of its obligations under the Agreement without Bell’s prior written consent. Supplier acknowledges and agrees that it is responsible for its Personnel’s performance and non-performance of its obligations under this Agreement.

3.3 Changes. Bell may request changes to a PO at any time prior to Supplier’s performance or provision of the Deliverables (email permitted). If any such changes result in additional costs, savings or discounts, or result in changes to agreed upon timelines, Supplier shall immediately notify Bell and the parties will in good faith negotiate further changes to the PO. If Supplier does not object to the changes and does not inform Bell of incremental fees or delays, in each case, by sending a notice in writing within five (5) days of Bell’s request for the changes, then Supplier will be deemed to have agreed to the changes at no additional costs and without any changes to the timelines.

3.4 Payment. Subject to the terms and conditions of this Agreement, Bell shall pay all invoiced fees no later than sixty (60) days following the later of: (i) Bell’s receipt of a correct and undisputed invoice for the Deliverables; or (ii) Bell’s acceptance of the Deliverables. All fees are expressed and will be paid in Canadian dollars. Bell may set off any amounts payable to Supplier against any amounts owed by Supplier to Bell. Any additional expenses, charges and costs, including accommodation, meals, travelling time, transportation, and rentals, incurred in connection with a PO require Bell’s written pre-approval.

3.5 Invoicing. Supplier shall issue invoices to Bell in accordance with Bell’s written requirements, as communicated to Supplier from time to time. Supplier shall direct all questions concerning invoicing to the applicable contact indicated on the PO. Supplier shall include full documentation in support of the invoiced fees.

3.6 Disputed Amounts. Bell may withhold payment of any disputed amounts until the dispute is resolved. Bell will not be liable for interest on any such disputed amounts. Bell will pay all undisputed amounts in accordance with the Agreement, provided that Supplier: (i) cancels the original disputed invoice; and (ii) issues a new invoice for the undisputed amount.

3.7 Taxes. Fees in respect of the Deliverables must be exclusive of all commodity taxes, including sales, retail, use, goods and services, harmonized, value added, and similar taxes, imposed, levied or assessed by any Governmental Authority, excluding interest and penalties, other than taxes on income or capital (“Commodity Taxes”). All Commodity Taxes that Supplier is required under applicable law to collect from Bell must be: (i) indicated separately; (ii) detailed by type and amount (with Supplier’s applicable tax registration numbers); and (iii) itemized based on the applicable Governmental Authority requirements, on each invoice issued to Bell. Supplier and Bell shall cooperate to accurately determine their respective Commodity Tax liabilities and to minimize such liabilities to the extent legally permissible. If Bell pays any Commodity Taxes and such taxes are determined to be inapplicable or subject to a reduction, exemption or increase, Supplier shall, unless Bell directs otherwise, remit any repayment to Bell or cooperate with Bell to claim such repayment or reduction. For certainty, upon Bell’s request, Supplier shall provide to Bell all necessary documentation and reasonable assistance relating to the foregoing. Supplier acknowledges that Bell may be required to withhold and remit certain withholding taxes, on payments to non-residents, to applicable Governmental Authorities. Bell will not be liable to Supplier for any such Withholding Taxes. If a Governmental Authority requires Bell to subsequently pay withholding taxes for any prior fees paid to Supplier, Supplier shall reimburse to Bell any such amounts (including any interest, late payment charges or penalties assessed) that Bell pays to a Governmental Authority. Supplier shall not incorporate any withholding taxes (as a gross-up) into any fees. Supplier shall indemnify and hold harmless Bell against and from any liabilities, claims, losses, costs, damages and expenses, arising from any change in Supplier’s tax residency status, reorganization, change of control, permitted assignment, or otherwise where such changes require Bell to reassess any applicable withholding taxes from the payments to Supplier.

3.8 Exports. For any Deliverables originating from outside of Canada, Supplier shall provide Bell with completed and applicable documentation as required and prescribed under Applicable Law, including the accurately completed commercial invoices as required under the Customs Act (Canada) and any available Free Trade certificates. Supplier shall include and attach the completed and applicable documentation with the shipment of the Deliverables and provide copies of such documentation to Bell prior to the shipment, or as Bell otherwise communicates to Supplier in writing. Supplier shall ensure that the commercial invoices include, for each Deliverable: (i) the fee payable; (ii) a clear and detailed description (i.e. part number is inadequate); (iii) the country of origin; and (iv) the harmonized schedule code.

3.9 Confidentiality. Supplier shall safeguard Bell’s Confidential Information from unauthorized use or disclosure, using efforts that, at a minimum, are no less than: (i) the degree of care Supplier employs for protecting the confidentiality of its own Confidential Information that it does not wish to disclose; and (ii) a reasonable degree of care. Supplier shall not use Bell’s Confidential Information for any purpose other than to exercise or perform its rights and obligations under this Agreement. Supplier may only make Bell’s Confidential Information available to its Personnel who need to know such Confidential Information to exercise or perform Supplier’s rights or obligations under this Agreement and are bound by confidentiality terms at least as strict as those set out in these Purchase Order Terms and Conditions. “Confidential Information” means any information which: (a) is identified or being treated as confidential by Bell; (b) would be understood to be confidential by a person exercising reasonable business judgment; (c) includes this Agreement and any discussions surrounding this Agreement; and (d) includes Bell Companies’ trade secrets; financial and business information, data, and know-how; and Personal Data.

3.10 Representations and Warranties. Supplier represents and warrants to Bell that: (i) it and its Personnel possess the knowledge, skill, qualifications and experience necessary to perform their obligations in accordance with this Agreement; (ii) it shall provide the Deliverables and perform its obligations in good faith, in a timely manner, exercising reasonable skill, care and diligence, all in accordance with recognized professional and industry standards, applicable law, and the Agreement; (iii) the Deliverables and the use thereof by Bell, will not misappropriate or in any way infringe upon any IP Rights; (iv) any and all IP Rights it purports to so grant or assign to Bell hereunder will be free and clear of all encumbrances; (v) the Deliverables will be fit and safe for the intended use, merchantable, of good workmanship and quality, free of all defects, and compliant with applicable law; and (vi) it and its Personnel will comply with all Bell Policies, including the Supplier Code of Conduct available at: bell supplier code of conduct, as may be updated from time to time by posting the revised version on Bell’s website. Supplier’s breach of any of the foregoing representations or warranties will be deemed a material breach of this Agreement, and, following such breach, Bell may immediately terminate this Agreement upon written notice.

3.11 Legal Compliance.

3.11.1 French Language. Unless otherwise agreed to in writing, Supplier shall provide all Deliverables (including related documentation, training and support services) to Bell at no additional cost: (i) in French and English; and (ii) in compliance with all applicable requirements of the Charter of the French Language (Québec) and related regulations.

3.11.2 Anti-Corruption. Supplier shall: (i) comply with all applicable Anti-Corruption Law (including by way of Supplier implementing internal policies requiring its staff to comply with applicable Anti-Corruption Law); (ii) promptly notify Bell upon becoming aware of any suspected or actual violation of Anti-Corruption Law, by Supplier or its Personnel. The term "Anti-Corruption Law" includes: (a) the Criminal Code of Canada, RSC 1985, c C-46, the Canadian Corruption of Foreign Public Officials Act, SC 1998, c 34, the U.S. Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd-1, et seq., (including any related regulations, and any future amendments or replacements to such legislation or regulations); and (b) any applicable law of any jurisdictions in which Supplier has any business operations, that prohibit bribery and corrupt activities, regulate or prohibit political donations or campaign contributions to Public Officials, or prescribe requirements relating to providing or accepting gifts and business entertainment. The term "Public Official" includes both a "foreign public official" and a "foreign official" as such terms may be defined in the Anti-Corruption Law.

3.11.3 Privacy. Where Bell makes Personal Data available to Supplier, the parties shall comply with their respective obligations under applicable law relating to privacy, including PIPEDA and CASL. Supplier shall: (i) not request or access Personal Data beyond what is necessary to fulfill the purpose for which it was collected; (ii) only use, access, manage, transfer, disclose or otherwise process Personal Data to fulfill the purposes for which it was made available. Supplier acknowledges that it is solely responsible for determining, implementing, maintaining, and communicating to Bell the appropriate technological, physical and organizational security measures required to protect Personal Data. If Supplier reasonably believes that: (a) there has been a breach of security safeguards; and (b) such breach creates a risk to Personal Data, then Supplier shall immediately notify Bell. Notwithstanding anything to the contrary, Supplier shall not transfer Personal Data to any third party without the express written consent of Bell. If a third party requires Supplier to provide access to Bell’s Personal Data pursuant to applicable law, Supplier shall immediately notify Bell. The parties shall reasonably cooperate with each other in connection with any access requests for Personal Data. Notwithstanding anything to the contrary in this Agreement, Supplier shall promptly return to Bell or destroy all Personal Data which is no longer necessary to fulfill the purpose(s) for which it was made available, unless otherwise instructed by Bell or required by applicable law and, if requested by Bell, shall deliver a certificate from one of its senior officers certifying compliance with this Section. "Personal Data" means information relating to an identified or identifiable individual that Bell Companies make available to Supplier, directly or indirectly, in connection with this Agreement. Personal Data includes any "personal information" as defined in Section 2(1) of the Personal Information Protection and Electronic Documents Act (S.C. 2000, C.5), as may be amended, interpreted or replaced ("PIPEDA").

3.11.4 CASL. Supplier represents and warrants, based on appropriate due diligence, that it shall not: (i) send commercial electronic messages on behalf of Bell; (ii) alter data transmitted on behalf of Bell; (iii) produce or install computer programs on behalf of Bell; or (iv) engage in any activity that may be subject to an obligation pursuant to CASL that is not included in items (i) through (iii); without the express written consent of Bell.

3.11.5 Accessibility. Supplier shall comply with all applicable laws relating to accessibility, to the extent that such laws and regulations are applicable to the Deliverables, including: (i) the Accessibility for Ontarians with Disabilities Act, 2005, S.O. 2005, c. 11 and any regulations made thereunder; (ii) any applicable provincial legislation and regulations which are in effect or which may come into effect; and (iii) the Accessible Canada Act, S.C. 2019, c. 10 and any regulations made thereunder. Supplier shall also ensure that all Deliverables are compliant with, at a minimum, Web Content Accessibility Guidelines (WCAG) 2.1, Levels A and AA (as may be amended, interpreted, or replaced), as applicable.

3.12 Records Retention and Audit. Supplier shall maintain records of all amounts billed to Bell, and all supporting documentation, for a period of seven (7) years from date of payment of the relevant invoice. Upon three (3) days advance written request, and in connection with any Bell or Governmental Authority audit, Supplier shall, at its sole expense, provide any Bell Company, its Personnel and its auditors, with access to all information and facilities necessary to verify that the Deliverables are being provided in accordance with this Agreement.

3.13 Intellectual Property.

3.13.1 Bell IP Rights. Nothing in this Agreement will be construed to transfer ownership of or grant a license to any IP Rights of Bell or its Affiliates.

3.13.2 License to Use. Supplier grants, and, if applicable, shall cause its Personnel to grant, to Bell and its Affiliates and their respective Personnel a fully paid-up, royalty free, worldwide, perpetual (unless a specific license term is set out on the applicable PO), transferable, non-exclusive and irrevocable licence to: (i) Use the Deliverables, including, in the case of software, any updates thereto; (ii) Use the IP Rights which forms part of or is necessary for the intended use of any Deliverable; and (iii) Use, copy, modify, redistribute and translate any documentation provided in connection with the foregoing. In addition to the foregoing, if a PO authorizes Bell to resell the Deliverables to Bell’s customers for their Use, then Supplier grants, and, if applicable, shall cause its Personnel to grant, to Bell and its Personnel a: (a) non-exclusive right to resell, license, sublicense, market, promote, install, service and otherwise support the Deliverables; and (b) fully paid-up, royalty free, worldwide, perpetual, transferable, non-exclusive and irrevocable licence to Use the trade-marks, trade names, brand names, service marks, certification marks, and distinguishing guises that appear in or are associated with the Deliverables.

3.13.3 Foreground IP. Supplier assigns, and, if applicable, shall cause its Personnel to assign, without limitation as to territory, duration or otherwise, all Foreground IP to Bell. Supplier shall cause its Personnel involved in the creation of the Deliverables to execute an express and irrevocable waiver of all moral rights, arising under the Copyright Act (Canada) or under similar Applicable Law, which Supplier or such individuals, as authors, may have with respect to the Deliverables. "Foreground IP" means any IP Rights in the Deliverables created specifically for Bell or its Affiliates.

3.13.4 Further Assurances. Supplier shall obtain all required consents, waivers and assignments, and other matters from its Personnel in order to enable Supplier to comply with this Agreement.

3.14 Indemnification. Supplier shall defend, fully indemnify and hold harmless Bell and its Affiliates from and against all actual and alleged claims, demands, causes of action and liability, of any kind, for damages, losses, costs and expenses, including legal fees and disbursements, arising out of or relating to any: (i) damages to persons or property, including death, caused by the negligent or willful acts or omissions of Supplier or its Personnel; (ii) breaches by Supplier or its Personnel of any representations, warranties, terms or conditions of this Agreement; and (iii) claims that a Deliverable infringes or misappropriates a third party's rights, including IP Rights (an “Infringement Claim”). If there is an actual or alleged Infringement Claim against a Deliverable, including any Foreground IP, Supplier shall, at its sole expense and at Bell's sole option: (a) procure for Bell the right to continue any activity affected by the Infringement Claim; (b) replace or modify all affected Deliverables in use by, or in the possession or control of, Bell with products or services that are not subject to an Infringement Claim and are of equivalent functionality, quality and performance to those contracted for, as determined by Bell in its sole discretion; or (c) refund to Bell the fees paid in respect of affected Deliverables.

3.15 LIMITATION OF LIABILITY. BELL, ITS AFFILIATES AND THEIR RESPECTIVE PERSONNEL WILL NOT BE LIABLE FOR ANY: (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES; (II) DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY, CHARACTERIZED AS LOSS OF REVENUE OR LOSS OF PROFITS; AND (III) DAMAGES THAT EXCEED THE FEES PAID UNDER THE PO GIVING RISE TO LIABILITY; REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, EVEN IF BELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3.16 Remedies. If the Deliverables are not performed or provided in compliance with the Agreement, then in addition to any other remedies Bell may be entitled to under these Purchase Order Terms and Conditions, at law or in equity, including injunctive relief, Bell may, in its sole discretion: (i) withhold any payments to Supplier until such time as the Supplier cures the non-compliance; or (ii) cancel the applicable PO without incurring any additional expenses and, if cancelled, Supplier shall refund all fees, if any, pre-paid in respect of such Deliverables.

3.17 Term and Termination.

3.17.1 Term. The Agreement will commence on the earlier of: (i) Supplier’s confirmation that it accepts the PO; or (ii) performance or provision of the Deliverables. The Agreement will remain in effect until Supplier completely fulfils its obligations under the PO and Bell accepts the Deliverables, if applicable, unless terminated earlier in accordance with these Purchase Order Terms and Conditions.

3.17.2 Termination. Bell may terminate the Agreement, in whole or in part, for convenience, by providing written notice to Supplier. If Bell terminates the Agreement, in whole or in part, for convenience, then Supplier shall provide to Bell a pro-rated refund of all pre-paid fees in respect of the terminated portion of the Agreement.

3.17.3 Effect of Termination. Termination of this Agreement, in whole or in part, will not: (i) affect either party’s liabilities or obligations that arose prior to termination; (ii) give rise to termination fees or penalties of any kind against Bell; or (iii) affect any remedies to which a party may be entitled under this Agreement.

3.17.4 Survival. The following Sections will survive the expiration or termination of this Agreement, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Section 2 (Definitions and Interpretation), Section 3.2 (Personnel), Section 3.6 (Disputed Amounts), Section 3.7 (Taxes), Section 3.8 (Exports), Section 3.9 (Confidentiality), Section 3.11 (Legal Compliance),Section 3.14 (Indemnification), Section 3.15 (Limitation of Liability), Section 3.16 (Remedies), Section 3.17.3 (Effect of Termination), Section 3.17.4 (Survival), Section 3.18 (General), and Section 4.8 (Recalls).

3.18 General.

3.18.1 Assignment. Supplier may not assign this Agreement, in whole or in part, without Bell's prior written consent. Assignment will not relieve Supplier of its obligations under this Agreement.

3.18.2 Relationship of Parties. Supplier and its Personnel are independent contractors of Bell. This Agreement will not be construed to and does not create a relationship of agency, partnership, employment or joint venture.

3.18.3 Non-Solicitation. During the term of the Agreement, and continuing for a period of twelve (12) months after its expiry or termination, Supplier shall not directly or indirectly, solicit or attempt to solicit for employment, hire, employ, contract, or recruit for the purposes of engagement, any person who is or was within the previous twelve (12) month period: (i) a Bell or Bell Affiliate employee; or (ii) a contractor or subcontractor devoting substantially all of his or her time to Bell or Bell Affiliate; in each case who are or were engaged or involved in the activities contemplated by this Agreement.

3.18.4 Force Majeure. Bell may cancel or delay delivery or performance of the Deliverables, in whole or in part, which Supplier has not performed or provided to Bell if either party fails to or is delayed in fulfilling its obligations, if, and solely to the extent, such failure or delay is caused by circumstances beyond its reasonable control ("Force Majeure"). Supplier shall use all commercially reasonable efforts to minimize the effect of the Force Majeure on its performance under this Agreement. On Supplier’s delivery of a notice of Force Majeure, Bell will have no obligation to pay fees for Deliverables that Supplier fails to provide in accordance with this Agreement.

3.18.5 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and Canada, as applicable. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario for any legal proceedings arising out of this Agreement. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

3.18.6 Notices. Any notice or other communication must be delivered to the parties at their respective addresses set out on the attached PO or any other address that a party subsequently identifies to the other party. All notices will be presumed to have been received when they are hand delivered, or seven (7) days of their mailing or on the day of facsimile transmission. Notices sent by email will be deemed to have been received on the day: (i) the recipient of the applicable email address set out on the attached PO responds to or acknowledges such email notice; or (ii) such email notice is sent if the same notice is promptly delivered by registered mail, fax, or hand delivery.

3.18.7 Remedies Cumulative. No single or partial exercise of any right or remedy under this Agreement will preclude any other or further exercise of any other right or remedy in this Agreement or as provided under applicable law. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided under applicable law.

3.18.8 Severability. If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination will not affect the validity, legality or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is deemed to be separate, severable and distinct.

3.18.9 No Waiver. A waiver of any provision of this Agreement will only be valid if provided in writing and will only be applicable to the specific incident and occurrence so waived. The failure by either party to insist upon the strict performance of this Agreement, or to exercise any term hereof, will not act as a waiver of any right, promise or term, which will continue in full force and effect.

3.18.10 Amendment. Except as provided in these Purchase Order Terms and Conditions, the Agreement may only be amended by written agreement duly executed by authorized representatives of the parties.

3.18.11 Language. The parties have requested that this Agreement and all correspondence and all documentation relating to this Agreement, be written in the English language. Les parties aux présentes ont exigé que la présente entente, de même que toute la correspondance et la documentation relative à cette entente, soient rédigées en langue anglaise.

3.18.12 Third Party Beneficiaries. Except as otherwise set out in this Agreement, nothing in this Agreement, express or implied, will or is intended to confer on any other person or entity, any rights, benefits, obligations or liabilities of this Agreement, other than the parties.

4.1 Incoterms. All applicable fees are to be DDP (Delivered Duty Paid, to the Delivery Location) Incoterms 2010, with Supplier being the importer of record with a valid Canadian address where the Products originate outside of Canada.

4.2 Resale to Bell Companies. Bell may resell the products to any Bell Affiliate. Supplier acknowledges and agrees that if Bell resells a Product to an Affiliate, such Affiliate will be entitled to all of Bell’s rights under this Agreement (including, for certainty, all warranties and remedies provided to Bell).

4.3 Product Warranty. Supplier warrants to Bell that the products are free from defects in design, material and workmanship, and will perform in accordance with the applicable product Specifications during their respective Warranty Period. During the Warranty Period, Supplier shall, at its sole cost, repair or replace any defective product or part.

4.4 Delivery Terms and Remedies.

4.4.1 Delivery Method and Schedule. Supplier shall ship and deliver the products to Bell in accordance with the delivery schedule set out in the applicable PO and the applicable Bell Policies.

4.4.2 Title and Risk of Loss. Notwithstanding the relevant terms set out in DDP Incoterms 2010, risk of loss for and title to the Products will pass to Bell once Bell accepts the products.

4.4.3 Acceptance and Return. Bell may inspect and test any products. For any defective products, Bell may, at no additional cost: (i) reject and, if applicable, return such defective products to Supplier and Supplier shall refund to Bell all fees paid for such defective products; or (ii) request that Supplier repair or replace such defective products.

4.5 Regulatory Standards. Supplier shall ensure that all products, to the extent applicable, have Canadian Standards Association (CSA) approval, Underwriters Laboratory of Canada (ULC) approval, or similar approval from any other relevant standards organization recognized for such purpose by the Standards Council of Canada. Costs relating to such approvals will be at Supplier’s sole expense. When repairing or refurbishing the products Supplier shall update all such products to comply with the then-current standards.

4.6 Applicable Telecom Standards.Supplier shall ensure that all products and their associated supporting infrastructure, which may be implemented into a telecom network, where applicable, comply with the following standards: (i) Canadian and Provincial Building Codes; (ii) Canadian and Provincial Electrical Codes; (iii) National Fire Protection Association (NFPA76); (iv) Telcordia Technologies Network Equipment Building System (NEBS3) GR-63-Core; (v) all other equipment, electrical, environmental, sizing and heating/cooling standards based on the applicable Telcordia Technologies Generic Requirements (GR’s); (vi) any other standards governed by the type of product and its related industry; and (vii) Canada Labour Code (Canada).

4.7 Conflict Minerals. Supplier represents and warrants, based on appropriate due diligence controls, that the Products sold under this Agreement are DRC Conflict Free. Supplier shall maintain effective due diligence controls to ensure that the Products are and will be DRC Conflict Free. Supplier shall promptly provide Bell with any information relating to its Conflict Minerals sourcing, including any industry reporting templates, as may be requested from time to time by Bell. “Conflict Minerals” and “DRC Conflict Free” have the meanings as set out in the rules and regulations of the U.S. Securities and Exchange Commission, promulgated under Section 13(p) of the Securities Exchange Act of 1934 (United States of America), as amended.

4.8 Recalls. Notwithstanding anything to the contrary in this Agreement, if a Product is subject to a recall, Supplier shall be responsible for, bear all costs and expenses, and reimburse Bell in respect of such Product recall.

5.1 Service Specifications and Performance. Supplier shall perform the services in accordance with the Agreement, including all applicable Bell Policies, applicable law and industry standards.

5.2 Acceptance and Remedies. Upon completion of the services, Bell may conduct such tests as it reasonably deems necessary to verify compliance with the Agreement. If Bell reasonably determines that the services were not performed in compliance with the Agreement, Bell may request Supplier to re-perform, at Supplier’s sole expense, any non-compliant services. If Bell is satisfied with Supplier’s performance or re-performance, Supplier will be entitled to invoice Bell for the fees in accordance with the Agreement.

6.1 Governing Terms. For greater certainty, and without limiting Section 1.2 (Agreement and Acceptance) or Section 3.18.10 (Amendment) of these Purchase Order Terms and Conditions, the terms of the Agreement replace any standard terms and conditions accompanying the software, including updates thereto, (including any clickwrap, click-through, shrink wrap, online or similar standard terms and conditions).

6.2 Software Warranty. Supplier warrants to Bell that the software: (i) is free from defects and will perform in accordance with the applicable software Specifications and any applicable industry-recognized standards during the Warranty Period; (ii) does not, to the best of Supplier’s knowledge, contain or use any software, hardware or network (or any combination thereof) in a manner which is intended or designed to disable, delete, corrupt, deny access to, permit unauthorized access to or otherwise deleteriously affect Bell’s ordinary use of its computer system, network, software or data; and (iii) unless otherwise agreed to by Bell in writing, does not contain any software licensed under an open source license. During the Warranty Period, Supplier shall, at its sole cost, provide support and maintenance services to Bell and correct any non-compliance with the applicable software Specifications.

7.1 Security Policy. Supplier and its Personnel shall maintain industry recognized security measures to protect against: (i) the destruction, degradation, loss, unauthorized access to, disclosure or alteration of Bell Data (any such event, a “Security Breach”). In the event of an actual or suspected Security Breach, Supplier shall immediately notify Bell via email address set out in the applicable PO. “Bell Data” means any information and data of a Bell or its Affiliates that has been made available to Supplier or its Personnel in connection with the Agreement, including any Confidential Information or information and data pertaining to Bell and its Affiliates’ customers and Personnel. Bell Data can not be shared with any third parties without Bell’s prior written approval. Supplier shall investigate any actual or suspected Security Breach that it reports pursuant to the Agreement and provide Bell with an explanation of corrective action used to resolve the incident. Supplier shall destroy Bell Data in a secure manner when the Agreement expires or is terminated or when Bell Data is no longer required for Supplier to provide Deliverables to Bell and provide a certificate of destruction.

7.2 Health and Safety Policy.

7.3 Insurance Coverage Policy.

7.2.1 General. Supplier represents and warrants that it and its Personnel shall: (i) comply with all applicable laws and recognized industry standards relating to the health and safety of individuals (including those found in the Canada Labour Code Part II); (ii) comply with all Bell policies relating to health and safety matters; and (iii) be registered and maintain workers’ compensation clearance certificates as per requirements under applicable laws.

7.2.2 Vaccination Requirement. All Supplier Personnel who attend on site at any Bell office, visit any Bell location or interact in-person with Bell’s customers must be Fully Vaccinated for COVID-19 with a Health Canada approved vaccine. Bell reserves the right to audit compliance with the foregoing, including by requesting proof of vaccination. If Bell becomes aware that any Supplier Personnel have failed to comply with this Section 7.2.2 (Health and Safety), then, without limiting any of Bell’s other rights or remedies, this will constitute a material breach of the Agreement and, notwithstanding anything to the contrary, Bell may terminate the Agreement immediately. “Fully Vaccinated” means at least fourteen (14) days after receiving a second dose of a two-dose vaccine series or a single dose of a one-dose vaccine series or as otherwise defined  by the prevailing Government of Canada definition.

7.3.1Required Insurance. Supplier shall maintain the following insurance at its own cost during the term of this Agreement:

7.3.1.1 Commercial General Liability. Commercial general liability insurance covering legal liability under this Agreement for property damage and bodily injury, naming Bell as additional insured with cross-liability and severability of interest clauses; with a minimum insured limit of $5,000,000 per occurrence; and also covering: owners’ and contractors’ protective liability, products and completed operations liability, broad form property damage, tenant’s legal liability, non-owned automobile liability, contingent employer’s liability, and limited pollution legal liability;

7.3.1.2 Automobile Liability. Automobile liability insurance covering all licensed vehicles owned or leased by Supplier with a minimum insured limit of $5,000,000 per accident; and

7.3.1.3 Errors & Omissions. Errors and omissions liability insurance covering Supplier's legal liability for economic losses arising from Services provided under this Agreement with a minimum insured limit of $2,000,000 per claim and in the aggregate, and also maintained up to 24 months following termination of this Agreement.

7.3.2 Insurance Policy Requirements. The required insurance shall be provided by insurers with minimum Best “A-“ financial rating; be primary with respect to, and not contributing to or in excess of, any other similar or complementary insurance maintained by Bell; and with deductibles reasonably acceptable to Bell. Supplier shall also arrange for its property insurers to waive subrogation rights against Bell. Umbrella insurance may be used to achieve the required insured limits.

7.3.3 Proof of Insurance. Prior to performance or provision of any Deliverables under a PO and at policy renewals thereafter, and at Bell’s written request, Supplier shall promptly provide current insurance certificates to Bell evidencing the required insurance and recording that Bell shall receive thirty (30) days prior notice of cancellation during policy terms.

7.4 Sustainable Product Packaging Policy. Packaging must be made of the minimum volume of materials reasonably necessary. Packaging must be made, where reasonably possible, of fully recyclable materials such as paper, cardboard, glass, metal, plastic (except plastic #6 (Polystyrene - PS)), wood, and must display the appropriate marking and/or recycling code. Fiber packaging and documentation must be made from: (i) FSC certified materials or equivalent; and/or (ii) minimum of 25% pre/post-consumer recycled fibres. Plastic packaging must be made of: (a) recycled plastics, where reasonably possible; and/or (a) plastics that are recyclable. Use of paper or cardboard coated with plastic, wax or tar, plastic #3 (Polyvinyl Chloride - PVC) and #7 (Other) must be minimized. Packaging must not contain intentionally added “Substances of Very High Concern” or SVHC and heavy metals. Primary packaging should also include, where reasonably possible, the documentation or instructions as part of such packaging in lieu of separate printed documentation. Packaging must not present a health or safety risk when Products and materials inside is handled, opened or sorted.