JNI may purchase goods, materials, services, tooling, testing, engineering, and related deliverables by written PO or other mutually acknowledged ordering document. Supplier is encouraged to promptly confirm pricing, specifications, lead times, and any questions. The parties will work in good faith to resolve inconsistencies before performance. A mutually signed master agreement or expressly negotiated PO provision prevails over these general Terms to the extent of a direct conflict.

1. 1.1 Effective date, incorporation and supplier acceptance

   These Terms and Conditions of Purchase become part of a binding agreement for a particular Purchase Order (PO) when JNI issues the PO incorporating or expressly referencing these Terms and the Supplier accepts the PO. Acceptance may be evidenced by signature, written or electronic acknowledgment, or commencement of performance with knowledge of the PO and these Terms, to the extent permitted by applicable law. Issuance of a PO alone does not establish Supplier assent. By accepting the PO, Supplier agrees that these Terms govern the transaction, including the confidentiality, intellectual property, SBIR/STTR data-rights, and survival provisions. JNI will make the applicable version available with or by direct reference in its PO and may retain evidence of the version furnished. Any exception or modification requires a writing expressly identifying the affected provision and signed by authorized representatives of both parties. Additional or conflicting Supplier terms are proposals only and do not bind JNI absent such written agreement. Any separate negotiated agreement signed by both parties controls to the extent of an express conflict. Obligations intended by their nature to survive, including confidentiality, ownership and assignment of intellectual property, protected data rights, and applicable remedies, survive completion, expiration, or termination of the PO.

The agreed PO price includes the items and services expressly described in the PO. Supplier will identify taxes, shipping charges, and any proposed extras in advance. JNI will pay undisputed, properly supported invoices in accordance with the payment terms stated on the PO. The parties will cooperate promptly to resolve invoice discrepancies; JNI may withhold only genuinely disputed amounts pending resolution.

Supplier will use commercially reasonable efforts to meet agreed delivery dates and promptly notify JNI of any anticipated delay, material shortage, or proposed substitution. Changes to material, design, manufacturing location, or critical process affecting the agreed requirements should be reviewed with JNI before implementation. The PO or shipping instructions control delivery location and transportation arrangements.

JNI may inspect, test, evaluate, and verify purchased products and services following receipt, installation, integration, testing, or reasonable operational use as appropriate to the product and the intended application. The parties recognize that specialized ballistic, optical, military, prototype, and engineered products may require extended evaluation and third-party testing. Accordingly, these Terms impose no fixed number of days for inspection or requesting a return. JNI will notify Supplier within a commercially reasonable period after discovering a concern, considering the nature of the product, the complexity of inspection, the testing program, and the circumstances of discovery.

JNI may request a return for any reason, including suitability, changed requirements, excess material, or nonconformity. Supplier agrees to work cooperatively with JNI to authorize and facilitate such returns, including return for refund, credit, exchange, replacement, or other mutually acceptable resolution. For conforming custom-made or specially procured products, the parties will discuss fair treatment of reasonable, documented nonrecoverable costs rather than assuming automatic cancellation without compensation. For alleged nonconformity, the parties will preserve applicable statutory and warranty remedies. An administrative RMA, if used, facilitates tracking and does not by itself determine responsibility or extinguish rights.

Supplier will provide goods and services materially conforming to the mutually agreed specifications, drawings, purchase order, and applicable certificates or inspection requirements. When requested and applicable, Supplier will provide Certificates of Conformance, lot/serial traceability, test records, and relevant quality documentation. If a concern arises, the parties will cooperate on reasonable containment, investigation, corrective action, and disposition. JNI may request replacement, rework, refund, credit, or other appropriate remedy consistent with the contract and applicable law.

Supplier will package items using protection reasonably appropriate for their fragility, weight, and transport conditions. The parties will coordinate return instructions and reasonable preservation of evidence for alleged defects or transportation damage. Return freight and risk allocation will follow the applicable PO, shipping agreement, warranty obligations, or the parties’ written return arrangement. Neither party will knowingly impose avoidable freight or handling expenses on the other.

Each party retains ownership of its preexisting confidential information, technical data, drawings, processes, designs, software, and know-how. The receiving party will use the other party’s nonpublic information only for the authorized business purpose, restrict access to personnel with a legitimate need to know, apply reasonable safeguards, and not disclose it to unauthorized third parties. Publicly available information, information lawfully obtained without duty of confidence, and demonstrably independently developed information are excluded. The parties may enter into a separate NDA providing additional protections; where both apply, the more specific signed protections govern. Nothing in these Terms requires disclosure of information a party is legally prohibited from sharing.

Each party retains all rights, title, and interest in its background intellectual property, including inventions, patents, trade secrets, copyrights, manufacturing methods, design data, software, drawings, and technical information developed or acquired independently of the PO. Payment for goods, services, prototypes, testing, tooling, or engineering does not, by itself, convey ownership of either party’s background intellectual property. Any license required to use a purchased deliverable for its expressly intended purpose is limited to that purpose and does not authorize broader use of JNI confidential or SBIR/STTR-protected data.

JNI has developed or may develop technical data, computer software, designs, methods, prototypes, test results, manufacturing information, and related intellectual property under Small Business Innovation Research (SBIR) and Small Business Technology Transfer (STTR) programs. Such information may be subject to applicable federal SBIR/STTR data-rights protections, including contractual clauses such as DFARS 252.227-7018 or FAR 52.227-20 where incorporated into the relevant government award, as well as other applicable regulations, contract provisions, markings, and restrictions.

Supplier acknowledges that JNI retains its applicable ownership, intellectual-property interests, and SBIR/STTR data rights. Supplier shall not use, reproduce, disclose, reverse engineer, distribute, commercialize, deliver to another customer, or incorporate JNI protected information into a competing product except to the limited extent JNI expressly authorizes in writing for performance of the applicable work or as otherwise required by law. Supplier will preserve required restrictive legends and markings, including markings provided by JNI, and promptly report suspected unauthorized access or use.

The scope and duration of government data protections depend on the specific award and applicable clauses. Nothing in these Terms expands or diminishes rights that the United States Government lawfully holds under a controlling federal contract or prevents disclosures required by law.

JNI may engage suppliers, subcontractors, consultants, testing laboratories, manufacturing partners, and other service providers to perform authorized work using JNI-owned or JNI-controlled technical information. The act of issuing a subcontract, purchase order, work authorization, drawing package, request for quotation, prototype, test article, or other technical disclosure is not a sale, assignment, transfer of title, conveyance of SBIR/STTR data rights, or grant of a general intellectual-property license.

Likewise, the disclosure, possession, access, receipt, review, or permitted use of JNI SBIR/STTR data by a subcontractor does not transfer any ownership or SBIR/STTR data rights. Such access conveys, at most, a limited, nonexclusive, nontransferable, revocable permission to use identified information solely to perform the specifically authorized work, subject to applicable law and the relevant contract.

NO TRANSFER OR BROADER LICENSE OF JNI SBIR/STTR DATA RIGHTS SHALL BE IMPLIED FROM SUBCONTRACTING OR DISCLOSURE. Any intended assignment, transfer, or broader license must be set out expressly in a separate written subcontracting plan or intellectual-property/data-rights agreement that identifies the affected data, precise rights, permitted uses, duration, recipients, and any sublicensing authority, and is executed by an authorized JNI executive and the counterparty. A subcontracting plan alone is not effective to transfer rights unless it expressly states the transfer and is executed as described. Silence, performance, payment, access to files, delivery of drawings, or acceptance of work does not substitute for such written authorization. This clause does not restrict rights independently held by Supplier or the Government.

Supplier may use its own subcontractors where reasonably necessary and permitted by the PO, but shall obtain JNI’s prior written consent before sharing JNI confidential or SBIR/STTR-protected information with any lower-tier subcontractor. Approved recipients must be bound by written confidentiality, limited-use, no-transfer, marking, and safeguarding obligations at least as protective as those applicable to Supplier. Supplier remains responsible for its authorized lower-tier recipients’ compliance to the extent permitted by law. JNI may require a separate NDA or program-specific data-protection addendum before technical disclosure.

For purposes of these Terms, “Foreground IP” means inventions, discoveries, improvements, designs, technical data, computer software, drawings, specifications, processes, know-how, prototypes, test results, documentation, and other intellectual-property subject matter first conceived, authored, created, developed, or reduced to practice in performance of a purchase order, subcontract, or development program funded in whole or in part by JNI, to the extent legally assignable and subject to applicable federal award requirements. “Background IP” means intellectual property demonstrably owned or controlled by a party before the applicable work or developed independently of it without use of the other party’s protected information.

JNI-FUNDED DEVELOPMENT AND OWNERSHIP. As between JNI and Supplier, JNI shall own all right, title, and interest in Foreground IP arising from work funded by JNI, including patent rights, copyrights, trade-secret interests, and associated technical data, except to the extent a different allocation is expressly agreed in a written, duly executed IP allocation agreement or required by controlling law or federal contract provisions. Supplier hereby assigns to JNI all assignable right, title, and interest Supplier acquires in such Foreground IP and shall obtain corresponding written assignments from its personnel and permitted lower-tier subcontractors. Supplier shall reasonably assist JNI, at JNI’s expense, with disclosure, documentation, and perfection of those rights. This assignment does not purport to transfer rights that Supplier does not own or cannot lawfully assign.

SUPPLIER BACKGROUND IP; DISCLOSURE BEFORE WORK. Supplier retains its identifiable Background IP. To invoke an exception for pre-existing Supplier IP that will be used, adapted, or modified during JNI-funded development, Supplier must expressly identify that IP to JNI in writing before its incorporation into the work, with sufficient specificity to distinguish the existing technology from proposed new development, and identify any third-party or government restrictions. General boilerplate, an unmarked drawing, or later assertion of ownership shall not by itself establish ownership of JNI-funded Foreground IP. Reliable contemporaneous documentation may be considered where advance identification was impracticable.

MODIFICATIONS AND POTENTIAL JOINT OWNERSHIP. Where an authorized development materially modifies identified Supplier Background IP and the parties’ contributions create potentially inseparable new intellectual property, the parties may agree in a separately executed written IP allocation or development agreement that specified resulting Foreground IP will be jointly owned. Such agreement shall identify the underlying Background IP, newly developed subject matter, ownership shares or other allocation, prosecution and maintenance responsibilities, licensing and commercialization rights, confidentiality, and treatment of derivative works. Joint ownership is not presumed merely because Supplier Background IP was used, modified, or improved, because the parties collaborated, or because Supplier performed JNI-funded work. In the absence of an enforceable contrary agreement or controlling legal determination, the JNI-funded Foreground IP allocation stated above governs to the extent permitted by law; inventorship and other nonwaivable rights remain governed by applicable law.

NECESSARY BACKGROUND-IP LICENSE. To the extent Supplier knowingly incorporates its Background IP into a deliverable with JNI’s written authorization, Supplier grants JNI a nonexclusive, worldwide, perpetual, irrevocable, fully paid-up license, with the right to permit JNI’s customers, government end users, and authorized manufacturing or support subcontractors to exercise the licensed rights, solely as reasonably necessary to use, maintain, repair, reproduce, manufacture, support, and procure the contracted deliverables for their intended programs. If Supplier cannot grant such rights, it must disclose the restriction before incorporation and obtain JNI’s written approval of alternative terms. No broader assignment of Supplier Background IP is implied.

DISCLOSURE, DELIVERABLES, AND SBIR RIGHTS. Supplier shall promptly disclose to JNI all Foreground IP developed under JNI-funded work and deliver the technical data, drawings, software, test results, and other work product required by the applicable purchase order or statement of work. Providing JNI SBIR/STTR technical data to Supplier, authorizing subcontract performance, paying Supplier, or incorporating Supplier work into a program shall not transfer, diminish, or license JNI’s pre-existing IP or SBIR/STTR data rights except as expressly provided in a separately executed written agreement meeting Section 10. Any rights of the United States Government, including mandatory patent, technical-data, software, and SBIR/STTR provisions in an applicable award, control in the event of conflict.

Where the PO identifies a government-funded or government-related requirement, Supplier will comply with applicable and properly incorporated FAR, DFARS, agency, cybersecurity, quality, sourcing, and recordkeeping provisions. No FAR or DFARS clause is incorporated solely by a general reference to government business; required flow-downs should be identified in the PO or accompanying schedule. Each party will comply with applicable export-control, sanctions, anti-bribery, and other laws. Controlled technical data shall be shared only with properly authorized persons and by lawful means.

Supplier will protect technical data subject to the International Traffic in Arms Regulations (ITAR), Export Administration Regulations (EAR), controlled unclassified information requirements, or other applicable restrictions. Supplier shall not export, reexport, transfer to foreign persons, or place restricted information on unauthorized systems without all required approvals. JNI will identify known restrictions and relevant markings when supplying controlled information. The parties will coordinate reasonable incident notification and remediation.

Supplier warrants that delivered goods and services will materially conform to agreed specifications and that Supplier has the authority to provide them. Any additional product-specific warranties shall be as stated in the PO or Supplier’s accepted warranty. If defects are discovered, the parties will promptly discuss reasonable correction, repair, replacement, credit, refund, or other available remedies. Neither party is required to waive nonwaivable statutory rights.

JNI may request reasonable changes to quantities, schedules, specifications, or scope. The parties will promptly agree on any resulting equitable adjustment to price or delivery. If JNI requests cancellation of conforming specially manufactured work, Supplier will use commercially reasonable efforts to mitigate costs and provide reasonable documentation of noncancelable commitments; the parties will seek an equitable resolution. Changes affecting JNI protected data or its permitted use require express written authorization.

Neither party may use the other party’s name, trademarks, logos, photographs, program descriptions, or the existence of a confidential project in publicity without prior written consent, except where required by law. No supplier may suggest JNI endorsement without authorization.

The parties will first seek resolution through good-faith discussions between their commercial representatives and, if needed, senior management. Unless otherwise agreed in a signed agreement, California law governs these Terms without regard to conflict-of-laws rules, and courts of competent jurisdiction in Orange County, California shall have jurisdiction, subject to applicable law. The parties may agree to mediation before litigation. A failure to enforce a provision on one occasion does not waive future enforcement.

Neither party is liable for delay caused by events beyond its reasonable control to the extent recognized by applicable law, provided it gives prompt notice and reasonable mitigation efforts. Invalid provisions shall be severed only to the extent necessary. Electronic signatures and written email approvals may be used where legally valid. Amendments to intellectual-property ownership, SBIR/STTR rights, confidentiality permissions, and data licenses must be in an express written instrument signed by authorized representatives; routine purchasing communications shall not modify those protections. These Terms are not intended to create a partnership, joint venture, or employment relationship.