General Purchase Order Terms and Conditions

PART I: UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL PURCHASES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS.

1.  Purchase Order; Offer and Acceptance. These general purchase order terms and conditions (“GTCs”) are part of a purchase order issued by the AvePoint entity stated on the purchase order (“COMPANY”) to SELLER and may be printed on the back of the purchase order form or provided separately or electronically.  Regardless of the format, these GTCs together with the terms on the face of the purchase order collectively constitute an agreement (the “Purchase Order”), and SELLER’s acceptance of the purchase order signifies SELLER’s consent to, and is expressly limited to and conditioned upon, acceptance of these GTCs.  This Purchase Order is only an offer to enter into a contract for the specified Products. COMPANY may revoke, amend or modify this offer at any time prior to SELLER's acceptance. “Products” includes, without limitation, any goods, materials, hardware, computer software, documentation, data, and services and other related items provided by or through SELLER (together, the “Products”) pursuant to this Purchase Order. In the event of any conflict between these GTCs and the terms of a negotiated framework agreement or similar agreement for the provision of Products (“Framework Agreement”), the terms of the Framework Agreement shall prevail.

2. Prices and Payment. All prices will be as stated in this Purchase Order and are firm and not subject to escalation. SELLER represents and warrants that the prices set forth in this Purchase Order are at least as low as those currently being quoted by SELLER to commercial users for the same Products, in like quantities, under similar circumstances. Unless COMPANY has otherwise agreed in writing, payment terms are net 30 days from the later of the date COMPANY receives SELLER's invoice or the date on which COMPANY accepts the Products. No payments will be made by COMPANY without an invoice containing supporting detail and a reference to the applicable Purchase Order number.  Except for value-added or other similar transaction-based taxes imposed by applicable law that are to be paid by COMPANY, SELLER will pay all taxes in connection with the sale or delivery of the Products to COMPANY.  All payments will be made in the currency indicated in the Purchase Order. Payment will be considered made when payment checks are mailed or an electronic transfer of the funds is made by COMPANY (as applicable).  Upon receipt of payment from COMPANY, SELLER will promptly pay each subcontractor the amount to which such subcontractor is entitled, and SELLER will require each subcontractor to similarly make prompt payments to each of its sub-subcontractors.

3. Delivery. COMPANY reserves the right to reject incomplete deliveries or services. SELLER's failure to effect conforming delivery or failure to perform services in accordance with the terms of this Puchase Order entitles COMPANY to revoke any acceptance, to cancel this order without liability to SELLER, to receive a full refund of any amounts paid, to purchase substitute Products elsewhere, to return at SELLER's risk and expense all or any part of a nonconforming delivery, and to hold SELLER accountable for any loss or additional costs incurred. COMPANY’s receipt or acceptance of all or part of a nonconforming delivery does not constitute a waiver of any remedy COMPANY has under this Purchase Order or under applicable law. SELLER will mark and package each shipment in suitable containers in accordance with sound commercial practices.  Two itemized packing lists must be included with each shipment. Bills of lading must accompany an invoice for deliveries. SELLER will pay all costs of packaging, transportation and insurance in delivering the Products to COMPANY’s premises.

4. Title and Risk of Loss. Title to all Products (other than software products) will vest in COMPANY upon the delivery point specified in this Purchase Order. Risk of loss for Products purchased which conform to this Purchase Order will pass to COMPANY upon COMPANY’s receipt and acceptance at COMPANY’s premises. 

5. Intellectual Property. SELLER grants to COMPANY a license for all intellectual property rights which are necessary for COMPANY and its Affiliates to use the Products.

6. Affiliate Purchases. SELLER hereby agrees that any Affiliate of COMPANY may purchase Products on the terms and conditions of this Purchase Order by providing SELLER with notice of the COMPANY Affiliate's election to do so. "Affiliate" means any corporation, company, partnership, joint venture and/or firm (domestic or foreign) which controls, is controlled by, or is under control with COMPANY. "Control" means (a) in the case of corporate entities, direct or indirect ownership of at least 50% of the stock or shares having the right to vote for the election of directors, and (b) in the case of non-corporate entities, direct or indirect ownership of at least 50% of the equity interest with the power to direct the management and policies of such non-corporate entities.

7. Announcements. Press Releases. SELLER will not issue any announcements or press releases mentioning COMPANY and will not disclose to others the fact that COMPANY has purchased or plans to purchase the Products from SELLER, or the terms and conditions of such purchase, without COMPANY’s prior written consent, except as is necessary to fulfill SELLER’s obligations hereunder, or as required by law. 

8. Confidentiality. During the course of fulfilling SELLER’s obligations hereunder, SELLER may be given or observe certain trade secrets, technical know-how and other confidential information of COMPANY or its Affiliates ("Confidential Information").  SELLER agrees: (i) to hold all Confidential Information in confidence; (ii) not to disclose Confidential Information to others; and (iii) not to use Confidential Information for any purpose other than to fulfill SELLER’s obligations under this Purchase Order. SELLER agrees to limit dissemination of and access to Confidential Information to those individuals in the SELLER’s organization who have a need to know Confidential Information for the above-described purpose.

SELLER agrees that inventions first conceived or reduced to practice as a result of receiving or observing confidential information, or in the course of performing services for COMPANY under this Purchase Order constitute "work made for hire" and will become and remain the exclusive property of COMPANY or its designated Affiliate.  SELLER agrees to promptly report in writing such inventions to COMPANY and upon COMPANY's request, to assist COMPANY or its designated Affiliate in obtaining any patents, registering any copyrights or acquiring any other intellectual property protections.  SELLER hereby assigns to COMPANY or its designated Affiliate all patents, copyrights and other intellectual property rights to all such work. 

SELLER recognizes that COMPANY's facilities are private and SELLER will abide by COMPANY's security requirements and conditions for access and usage and agrees that only those subjects, areas and programs designated by COMPANY as necessary to fulfill COMPANY requirements will be accessed and/or perused by SELLER or any individuals in the SELLER’s organization. In no event will any Confidential Information, programs or other information be copied or removed without COMPANY's express written approval. 

9. Warranties. In addition to any other express or implied warranties, SELLER warrants that all Products delivered hereunder will be suitable for the uses intended, will conform to all samples, drawings, descriptions and specifications furnished, will be free of liens and encumbrances, in the case or services will be consistent with the highest applicable professional standards, and that SELLER has the legal right to grant any licenses provided hereunder without violating any intellectual property rights of any third parties. Unless otherwise specified, all materials furnished by the SELLER will be new, of the grade and quality specified (or if not specified, of the most suitable grade of their respective kinds for the application), and free from all defects in design, material and workmanship. At its expense and option, SELLER will replace or repair any Products not conforming to the foregoing warranties. If after notice SELLER fails promptly to replace or repair any such Products, SELLER will promptly refund to COMPANY the full purchase price paid by COMPANY for all such Products. Neither acceptance of nor payment for work will relieve SELLER of responsibility for faulty materials, equipment, or workmanship, whether furnished by SELLER or its subcontractors.  SELLER will remedy, as soon as possible, defects appearing within one (1) year from the date of final payment, or within such longer period of time as provided by manufacturer's warranty or applicable statute, and will pay for resulting damage to other work.  COMPANY will give prompt notice of observed defects.

10. Infringements. SELLER will defend any suit or proceeding brought against COMPANY based on a claim that Products purchased hereunder, or any part thereof, infringe any patent, copyright, or other proprietary right of any third party, provided SELLER is notified promptly in writing and given authority, information, and assistance by COMPANY to defend such suit or proceeding. SELLER will pay all costs of defending such suits or proceedings, any damages awarded against COMPANY and any amounts agreed upon by SELLER to settle such claims.  If the use of Products, or any part thereof, is enjoined due to infringement, or precluded by settlement, SELLER will promptly, at its own expense, and at its option, either procure for COMPANY the right to continue using such Products, replace the same with noninfringing Products that conform to the specifications, or modify such Products in a manner acceptable to COMPANY so it becomes noninfringing.

11. Changes. COMPANY may, at any time and from time to time, by written notice to SELLER, make changes in specifications, designs, method of packing or shipment, quantity ordered, destinations and delivery schedules. If any such change causes a material increase or decrease in SELLER's cost or the time for performance, an equitable adjustment will be made to the price or delivery schedule, or both. 

12. Compliance with Laws. SELLER will comply with all applicable governmental laws, ordinances, codes, rules, regulations and orders in the performance of this Purchase Order. SELLER also represents and warrants that it is aware of, understands, and agrees to comply with, and to avoid any activity that may cause it or COMPANY to violate, applicable anti-bribery and anti-corruption laws including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.) as amended and the UK Bribery Act 2010 (as applicable) (collectively, “Anti-Corruption Laws”).  Notwithstanding anything to the contrary, if SELLER takes any action that could constitute a violation of Anti-Corruption Laws, COMPANY may immediately terminate this Agreement.

13. Cancellation. COMPANY may, by written notice to SELLER, cancel the whole or any portion of this Purchase Order in the event of (i) the appointment, with or without SELLER's consent, of any trustee or receiver for any substantial portion of SELLER's assets, (ii) any assignment for the benefit of SELLER's creditors, (iii) SELLER's breach of any provision contained herein, or (iv) COMPANY determining, in good faith, that any of its material or equipment used hereunder is in danger of destruction or damage, or that COMPANY’S title thereto is in jeopardy.  In the event of any such cancellation, COMPANY may procure, upon such terms and in such manner as COMPANY may deem appropriate, products comparable to the cancelled Products, and SELLER will be liable to COMPANY for any excess cost of such comparable products. Further, COMPANY may require SELLER to deliver, in the manner and to the extent directed by COMPANY, any completed or partially completed Products, against COMPANY’s payment of the portion of the price properly allocable to such Products. Notwithstanding the foregoing, SELLER will not be liable to COMPANY for excess costs or other damages if SELLER's default is due to a cause beyond its reasonable control and without its negligence. In the event of cancellation pursuant to this section, all deposits or prepayments shall be deemed to have been held in trust for COMPANY’s benefit and will be returned to COMPANY promptly upon request. All of SELLER's obligations set forth in this Purchase Order will survive the cancellation, termination or completion of this Purchase Order. COMPANY may terminate services purchased under this Purchase Order at any time on thirty (30) days prior written notice without cause or liability, except for obligations or liabilities due for services rendered prior to the effective date of termination.

14. Release of Liens and Claims.  SELLER will furnish COMPANY a complete "Release of Liens and Claims" at intervals requested by COMPANY and before final payment is made.  If any lien is filed or remains unsatisfied after final payment, SELLER will indemnify COMPANY for all costs incurred in discharging such lien.

15. Separate Contracts.  COMPANY reserves the right to enter into other agreements in connection with the Products provided hereunder or otherwise, in its sole discretion.  SELLER will afford other contractors reasonable cooperation in the execution of their work conducted pursuant to any such agreeements.

16. Conflict of Interest.  Neither SELLER nor any tier subcontractor will hire any employee or officer of COMPANY while that employee or officer is an employee or officer of COMPANY, or make any payments to any employee or officer of COMPANY, or to any designee of any such employee or officer, or favor any employee or officer of COMPANY, or any designee of any such employee or officer with gifts or entertainment of significant cost or value, or with services or goods sold at less than full market value.

17. Independent Service Provider.  Nothing herein creates a joint venture, employer-employee, agency or partnership relationship between the parties.  Neither party may enter into any contracts or commitments in the name of, or on behalf of, the other party, or bind the other party in any respect.

18. Governing Law and Assignment. This Purchase Order is governed by, and to be construed in accordance with, the laws as set out for the contracting COMPANY in Exhibit A to these GTCs, without regard to any choice of law principle that would dictate the application of the law of another jurisdiction. SELLER agrees that any proceeding related to this Agreement shall be brought in the respective courts set out in Exhibit A. SELLER waives any objections to personal jurisdiction and venue to that forum.  The parties agree that the U.N. Convention on the International Sale of Goods shall not apply to this Purchase Order.  SELLER may not delegate or subcontract any duties or assign any rights or claims under this Purchase Order without COMPANY’s prior written consent. SELLER must include the relevant terms of this Purchase Order in contracts with permitted subcontractors. English is the governing language of this Purchase Order.

19. Severability; Remedies; Waiver. If any one or more provisions contained in this Purchase Order are held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the remaining provisions will nonetheless remain valid and enforceable.  The remedies contained herein are cumulative and in addition to any other remedies at law or equity. COMPANY’s failure to enforce, or waiver of a breach of, any provision of this Purchase Order does not constitute a waiver of any other breach or of such provision. 

20. Entire Agreement. This Purchase Order is the complete and exclusive statement of the contract between COMPANY and SELLER with respect to COMPANY’s purchase of the Products. Notwithstanding the foregoing, to the extent that there exists a Framework Agreement, the provisions of that Framework Agreement shall control unless expressly provided otherwise in this Purchase Order. No waiver, consent, modification, amendment or change of the terms of this Purchase Order will be binding unless in writing and signed by COMPANY and SELLER. In case of a conflict between the terms on the face of this Purchase Order and the GTCs, the terms on the face of this Purchase Order will control.

PART II: THE FOLLOWING ADDITIONAL TERMS APPLY IF SELLER IS DOING ANY WORK ON OR AT COMPANY FACILITIES.

1. Indemnification.  SELLER will defend, indemnify and hold COMPANY harmless from any liability, loss or expense arising out of the work performed by SELLER or SELLER’S agents or subcontractors, including any claims that arise due to (1) injury to or death of any person, including employees of SELLER or COMPANY or (2) loss of or damage to property, including property of SELLER or COMPANY, (3) damage to the environment, and (4) defectiveness of any material provided by COMPANY.  This indemnity applies even in the event of concurrent negligence by COMPANY, but does not apply where the sole cause of the liability, loss or expense is the willful misconduct or gross negligence of COMPANY.  The liability, loss or expense covered by this indemnity includes settlements, judgments, court costs, attorneys' fees and other litigation expenses incurred by COMPANY.

2. Insurance. SELLER, at its expense, will carry and maintain in force at all times relevant hereto insurance of the type and minimum coverage limits as follows:

1. a.  Workers' Compensation - Statutory; and Employer's Liability - USD 100,000 (or local equivalent) per accident.
2. b. Commercial General Liability (Occurrence Form), including Contractual Liability, in a combined single limit for bodily Injury and Property Damage - USD 2 million (or local equivalent) per occurrence.
3. c. Comprehensive Automobile Liability, in a combined single limit for Bodily Injury and Property Damage – USD 1 million (or local equivalent) per occurrence.
4. d. Other insurance appropriate for SELLER's business or required by law.  SELLER will file with COMPANY’s designee certificates of insurance evidencing the coverage required above, and providing that the insurer will give COMPANY 30 days advance notice of changes in or cancellation of coverage.  If SELLER will not use motor vehicles on COMPANY property other than parking areas, a letter so stating is acceptable in lieu of the automobile insurance certificate.  SELLER will require that any permitted subcontractors carry the same coverages in the same limits set out above, and other coverages as SELLER deems appropriate.  SELLER will be responsible for damage to its tools, construction equipment and other property not to be incorporated into the work.  The minimum insurance levels do not limit SELLER’s liability for damages.  COMPANY’s failure to require certificates of insurance prior to commencing work is not a waiver of these provisions.

3. Permits.  SELLER will give required notices, and secure and pay for temporary permits, licenses and easements required for its work.  Unless agreed otherwise, COMPANY will secure and pay for permits, licenses and easements required for permanent installations; SELLER will furnish such assistance as COMPANY may require.  Where the scope of SELLER's work includes the design of a structure or other facility requiring a permit, SELLER's drawings must contain the approval of a duly registered professional engineer if such approval is a condition precedent to obtaining the necessary permit.  All such drawings will become the exclusive property of, and be delivered to, COMPANY.  SELLER will notify COMPANY promptly, in writing, if any drawings or specifications are at variance with any laws or regulations.  SELLER will be responsible for any incurred cost in the event of its failure to give such notice.

4. Safety and Health.  SELLER will: (a) comply with all federal, state, and local regulations and such other special safety provisions as may be set forth in any inquiry; (b) designate one person to be responsible for carrying out SELLER's obligations under this section; (c) promptly report to COMPANY cases of death, occupational disease and injury caused by work on the job that is recordable under applicable statutory health and safety regulations; (d) maintain an educational program to assure the inclusion of safety instructions as a part of job assignment; and (e) arrange for first-aid treatment of job-incurred injuries in accordance with requirements of its insurer for Workers' Compensation Insurance.

If COMPANY notifies SELLER of any noncompliance with the provisions of this section, SELLER will (immediately, if so directed; otherwise in not more than forty-eight (48) hours after receipt of such notice) make all reasonable efforts to correct the noncompliance and take any corrective actions required by COMPANY.  If SELLER fails to do so, COMPANY may stop all or any part of the work hereunder.  When satisfactory corrective action has been taken by SELLER, a start order will be issued by COMPANY.  SELLER may not make any claim for extension of time or for additional costs or damages based on such work stoppage.

Although SELLER must arrange first aid treatment, COMPANY or its agents may provide first aid to SELLER’s employees or contractors.  In consideration of this, SELLER will indemnify and hold harmless COMPANY and its agents from any claims, damages, losses, or liability arising in connection with the performance of first aid treatment, whether or not such claim is based on negligence by COMPANY or its agents.  Nothing contained herein imposes a duty upon COMPANY to provide first-aid treatment to SELLER's employees or contractors.

SELLER will advise its employees and the employees of its subcontractors and agents that (1) it is the policy of COMPANY to prohibit use, possession, sale, manufacture, dispensing and distribution of drugs or other controlled substances on its premises, and to prohibit the presence of an individual with such substances in the body for nonmedical reasons in the workplace; (2) entry onto COMPANY property constitutes consent to an inspection of the SELLER employee's person, vehicle and personal effects when entering, while on or upon leaving COMPANY property; and (3) any SELLER employee who is found in violation of the policy or who refuses to permit inspection may be removed or barred from COMPANY property at the discretion of COMPANY.

5. Site and Local Conditions.  SELLER has the right to examine the site in order to acquaint itself with local conditions.  It is understood, however, that SELLER accepts conditions at the site as of the date of its proposal and that no allowances will be made after award of this Purchase Order to SELLER for any future error or omission by SELLER in this regard.

COMPANY may inspect any work done.  Such inspection does not relieve SELLER from any of its responsibilities, including coordinating the activities of its tier subcontractors and suppliers.  If SELLER's work depends, for proper execution or results, upon work of others done after the date of SELLER's proposal, SELLER will notify COMPANY in writing within 24 hours after accepting this Purchase Order of any condition which may affect completion of the work or the cost thereof.  Absence of such notification constitutes acceptance of the conditions at the site.

6. Material and Equipment.  SELLER will be responsible for receiving, unloading, moving, storing and protecting the materials and equipment delivered to the job site and will perform these functions with SELLER's personnel.

7. Hazards.  As there may be hazards involved in providing the services hereunder, SELLER will perform all services in a careful, workmanlike manner and, in the event that the services to be provided hereunder involve processing, handling, transporting or disposing hazardous materials or products, will take all precautions necessary to avoid an unhealthy or unsafe work environment, injuries to persons or damage to property or the environment.

8. Supervision.  SELLER will assign a competent supervisor, satisfactory to COMPANY, who will be at the site during the progress of all work (except at such times as agreed to by COMPANY), and will be SELLER's authorized representative for all purposes under this Purchase Order.  SELLER will promptly replace a supervisor unsatisfactory to COMPANY but will not otherwise replace the supervisor during the duration of the work without COMPANY's concurrence.

Exhibit A

Version: October 2025