GA Retail Solutions Vendor Relationship Guide

1. Introduction

a. Purpose

GA Retail Solutions, LLC and its subsidiaries (collectively, "GA") values its reputation and image as a responsible corporate citizen. It is GA's policy to comply with all applicable regulations, industry and quality standards, and to conduct business in an ethical manner. GA has implemented this Vendor Relationship Guide ("VRG") for any "Vendor" that agrees to a Merchandise Purchase Order or other similar agreement or order with GA pursuant to which Vendor sells goods to GA (any such document, an "MPO").

Vendor Certification:

The Vendor's execution of or agreement to an MPO (which incorporates this VRG) or the Vendor's shipment of products, goods, or merchandise in response to an MPO, whether electronically or hard copy generated, constitutes Vendor's unconditional acceptance of the MPO, this VRG, and all documents related to each.

b. Code of Conduct

GA's Vendor Code of Conduct applies to all Vendors of GA and is comprised of the Vendor Workplace Code of Conduct and the Conflict of Interest policy (collectively, "Code of Conduct"). Violation of the Code of Conduct will constitute a breach of the MPO and may result in any or all of the following:

· Requirement of Vendor to implement a corrective action plan;

· Termination of the MPO / cancellation of all open purchase orders;

· Payment and indemnification for any associated damages, costs, fees, fines;

· Notification of responsible authorities; and

· Any other action set forth in this VRG or its appendices or permissible pursuant to applicable law.

Vendor Workplace Code of Conduct

In addition to any applicable law or regulation that governs Vendors' conduct, Vendors must comply with the following workplace ethics and business practices:

· Child, indentured, involuntary or prison labor must not be used or supported.

· Workers' wages and benefits must meet or exceed the minimum legal and industry standards.

· Vendors must not engage in human trafficking or use slave labor, and they must otherwise comply with the laws addressing human trafficking and slavery of the country or countries where Vendors do business.

· Vendors must maintain reasonable employee work hours in compliance with applicable laws.

· Vendors must not discriminate against employees in hiring practices or any other terms or conditions of work on the basis of race, color, gender, nationality, age, religion, maternity or marital status, disability, sexual orientation, political opinion, or any other protected class.

· Vendors must maintain a clean, safe and healthy work environment. Vendors must comply with applicable laws governing occupational health and safety and must not utilize any form of mentally abusive or physical disciplinary practices. Employees must be treated in a dignified and respectful manner.

· Vendors must comply with applicable laws regarding harassment (including sexual harassment) in the workplace.

· Vendors must not illegally interfere with workers who wish to lawfully and peacefully associate, organize or bargain collectively.

· Vendors must comply with applicable environmental laws, rules and regulations.

· GA does not support the use of animal testing on merchandise. Vendors must disclose this information to GA before submitting ALL merchandise quotes.

· Vendors will take all necessary steps to ensure the GA Code of Conduct is communicated in writing to employees and factories and must make those records available to GA upon request.

Conflict of Interest Policy

GA team members cannot accept gifts or gratuities for personal benefit from Vendors. Gifts and gratuities include, but are not limited to trips, samples, tickets to entertainment events, money, merchandise, "special" personal discounts, personal services, food gifts or any other item valued at more than $100. Vendors must not offer gifts or gratuities to GA team members. Violation of this policy will constitute a breach of the MPO.

2. General Information

a. Vendor Information Updates

New Vendors must provide GA with the following information, along with such other information as GA may reasonably request:

· Vendor name (corporate, contact, sales representative, etc.);

· Vendor Federal Tax Identification Number

· Vendor Business Number

· Vendor address (corporate, remit to, purchasing, etc.);

Existing Vendors must advise GA of changes to pertinent information. Information changes must be communicated in writing immediately on company letterhead and signed by a senior officer. In addition to changes to the foregoing name and address information, changes include, but are not limited to, legal structure changes (such as company merger, sale, chapter 11, restructuring or out of business). Any such letter must contain the following information (as applicable to the change):

· Vendor name and Federal Tax Identification Number and, if applicable, Business Number;

· Former parent company name and new parent company name;

· Former vendor address and new vendor address;

· Change of remit to address; and

· Statement of structure change transpiring.

Written notification of changes must be sent by mail, fax or e-mail to:

GA Retail Solutions, LLC

2829 Townsgate Road, Suite 103

Westlake Village, CA 91361 E-mail: legal@gagroup.com

If there is a change in ownership and the new owner is not currently in the GA Vendor file as an existing Vendor, the company is considered to be a new Vendor and is required to complete a new MPO. A new MPO will also be required to document a Vendor's changes to Country of Origin or Freight On Board ("FOB") ports. Failure to comply with the above or to supply accurate and timely information may create ordering and payment processing delays.

3. Vendor Requirements

a. Merchandise Purchase Order

The MPO must be completed for all Vendors. Accurate address information must be provided, and GA takes no responsibility if Vendor fails to provide a correct address.

b. Certificate of Insurance

All Vendors are required to maintain adequate insurance coverage for the product/service they are providing and to always provide GA with an active certificate of insurance. A copy of the Vendor's current certificate of insurance must be provided at onboarding or upon reasonable request from GA. The certificate must evidence the following coverage:

• Products-Completed Operations coverage of not less than $1 million per occurrence for bodily injury or property damage. All products must have coverage, product exclusions are not permitted.

• Vendor's Liability Endorsement that includes "Great American Holdings, LLC and its subsidiaries" as additional insured.

• 30 days advance notice of cancellation or material change.

• Insurance carrier for the specified coverage is required to be licensed to do business in the U.S. and maintain an A.M. Best rating of not less than A-minus (A-), IX.

• Renewal certificates of insurance must be submitted prior to the expiration of existing insurance coverage.

• An example of a Certificate of Insurance is in Appendix A.

c. California Proposition 65

GA requires all products supplied by Vendor to comply with California state law, Health and Safety Code sections 25249.5, which is commonly known as Proposition 65 ("Prop. 65"). Before GA will accept products for sale in California, Vendor must ensure and certify that the products (1) do not contain Prop. 65 listed substances; or (2) if the products contain Prop. 65 substances, then the levels of Prop. 65 substances must be below the regulatory "safe harbor" levels, or at lower levels which otherwise do not require a warning. If Vendor cannot make the requested certification, then Vendor must put the appropriate Prop. 65 warning on the product's packaging or label. GA requires Vendor to defend, indemnify and hold GA and its affiliates and its and their respective employees, agents, representatives or subcontractors harmless from all notices, claims, causes of action, suits or other actions against GA involving Prop. 65 and the failure of Vendor to provide a warning on its product's label or packaging.

d. Reduction of Toxics in Packaging

Vendors must certify that all packaging and packaging components sold to GA comply with the requirements of all applicable toxics in packaging law(s).

e. Safety Data Sheet

A Safety Data Sheet ("SDS") must be provided for each hazardous material or for each product containing any hazardous material supplied to GA in accordance with the Occupational Safety and Health Administration ("OSHA") hazard communication program. Additional information may be found in C.

f. Sample Submission

Upon request, samples and pricing information may be sent directly to the appropriate buyer or product development. GA does not pay for samples under any circumstances. Vendors must not send one-of-a-kind samples or prototypes that cannot be replaced. Once received, all samples submitted become the property of GA. All samples must be sent at the Vendor's expense, including transportation and, if applicable, U.S. Customs & Border Protection fees. To prevent injuries to GA personnel, sample shipment cases must not exceed 60 pounds in weight. Merchandise containing sharp edges must be wrapped in bubble wrap prior to placement in a case.

Samples must meet the satisfaction of the merchandising team before an MPO will be issued. All proprietary artwork sent by GA to Vendors can be used only for GA product. If Vendor infringes on GA's proprietary artwork, GA reserves the right to terminate the Vendor relationship immediately for cause and pursue all legal remedies against Vendor.

g. Product Testing

· All products sold to GA must comply with all relevant federal, state, and local government laws and regulations, in addition to private industry standards and GA requirements.

· All laboratories used by Vendor must be approved by GA prior to sample submission.

· Merchandise that is imported by the Vendor, or manufactured domestically, must meet the General Conformity Certificate ("GCC") requirements of the Consumer Product Safety Improvement Act ("CPSIA").

· Vendor is responsible for reimbursing GA for all fines, penalties, legal fees and other related costs associated if product fails to comply with any requirements of the CPSIA or any law, regulation, rule or ban governed by the Consumer Product Safety Commission ("CPSC").

· If GA is notified by a Vendor, or if GA becomes aware on its own, that a product fails any law, rule, regulation, or ban governed by the CPSC after the Vendor's product has been delivered to GA, the Vendor must make arrangements to have the product returned to Vendor for proper disposal. GA will not assume responsibility for the disposal of any non-compliant product, including those determined to be hazardous waste.

· Testing is Vendor funded.

h. State "Green Chemistry" Laws

Several states, including California, Maine, Washington, Vermont, Virginia and Oregon, have enacted laws that require reports to the state if certain children's products contain "chemicals of high concern" as identified by the states. In addition, the states may ban certain chemicals outright. Detailed information can be found on the websites operated by these states.

i. Damaged or Defective Merchandise

Damaged or defective merchandise is the Vendor's responsibility. If a product sort is required, Vendor is required to reimburse the actual landed cost of damaged or defective merchandise, as well as costs incurred for inspections, sorts, disposal, payroll and lost sales or fund it with a predetermined allowance pursuant to the Vendor's contract with GA.

4. Purchase Order

a. Terms and Conditions of Purchase

The Terms and Conditions of Purchase may be found in Appendix B. These terms and conditions apply to any purchase of merchandise or services pursuant to an MPO .

b. Vendor Review

Vendors are required to carefully review each MPO, as there may be a significant amount of information included.

· Within 3 U.S. business days after issuance of the MPO, Vendors must submit any required changes to the MPO in email to GA. These changes include, but are not limited to, case size changes, pack size changes, date changes, quantity changes, etc. MPOs may not be changed after the 3-business day period. If an email is not received within the 3-business day timeframe, GA will assume that there are no required changes to the MPO and the MPO will be deemed accepted by Vendor as originally issued.

· Any MPO changes outside of the 3 U.S. business day window may result in a fine. In its sole discretion GA may waive application of the fine depending on the circumstances.

· Vendors must reject any errors on the MPO and immediately notify GA of such rejection.

· Do not ship merchandise until all discrepancies involving pricing and payment terms on the MPO have been resolved and proof of resolution is provided in the form of a revised MPO.

· Forecasts, oral commitments, worksheets, e-mail agreements and phone orders are NOT valid MPOs.

c. General Shipping and Routing Information

· The shipment destination will be defined on the MPO.

· If Vendor's distribution network has multiple shipping locations for the same merchandise, the MPO must be shipped from the location closest to the destination point. This applies to all GA destinations. Vendors are responsible for any transportation costs incurred as a result of non-compliance with this VRG.

· LTL shipments must be consolidated to make one full shipment within the same business week. Multiple MPOs going to the same GA location must be consolidated on one BOL so as to constitute one shipment, this includes third party locations shipping product for multiple Vendors. Vendors with multiple facilities within a sixty (60) mile radius must consolidate into one shipment destined for a single location during the same business week.

· Immediately contact GA to report any carrier issues, such as a carrier's failure to honor a scheduled appointment.

· All shipping locations must be listed and approved on the MPO. If at any time Vendor will be shipping from a location not listed on the MPO, GA Transportation must approve of such change in writing (email being sufficient).

· It is the Vendor's responsibility to properly palletize, shrink-wrap, and load all shipments to prevent the shipment from shifting side to side or front to back. This may include the use of airbags, straps, etc. Vendors will be held responsible for all damages incurred from improper/unsafe trailer loading.

5. Accounting & Payment

a. Invoicing & Payment

Vendors are expected to have the ability to invoice via an electronic method. In general, invoices require the following information:

Summary Information:

· Data pertaining to the entire order/invoice.

· Vendor Name

· MPO number: This should be the complete number as indicated on the MPO

· Invoice number: Invoice numbers must not be recycled within a minimum of 18 months

· Invoice Date: Must be the actual date the merchandise was shipped

· Terms of Sale: The due date for payment is calculated by these terms and should match the

terms of the Vendor's contract with GA

· Remit-To Address: Only one remit-to address is accepted per Vendor

· Off-Invoice Allowances: Must be separately identified and identified individually if more than one type

· Total Invoice Cost: U.S. Dollars only (for multi-page paper invoices, the total invoice cost must appear on the last page only)

Shipping Information:

· Data pertaining to the method by which the order is shipped.

· Name and location to which the merchandise was shipped

· Actual ship date

· Total cases shipped (if available)

· Provide either a BOL or the name of the carrier making the delivery and the Carrier's tracking number and billing number

· Freight Terms: FOB location and either prepaid, collect or customer pick-up

Line Item Information:

· Data pertaining to each article on the order/invoice.

· GA article number

· Article description

· Selling unit

· Unit quantity shipped

· Unit cost

· Extended cost for article item on the invoice

Unauthorized charges cannot be added to the invoice (e.g. tax, freight, handling, finance charges, etc.). GA will always pay the lower of the following: MPO Quantity Ordered, Actual Receipt Quantity, or Invoice Quantity. If the invoice terms conflict with the MPO terms, the more favorable to GA will be used.

If there is merchandise for an MPO that is not shipped, the invoice should include the item in the MPO line order with a zero-quantity shipped. Backorders are not allowed and, if invoiced, will not be paid.

All paper invoices must be originals (no copies) and clearly legible. The invoice number must appear on each page of a multi-page paper invoice. All paper invoices are to be mailed to:

GA Retail Solutions, LLC, 2829 Townsgate Road, Suite 103 Westlake Village, CA 91361

Payments are processed once weekly. Preferred method of payment is via automated clearinghouse ("ACH"), though check payments are available. ACH payments are sent/ checks are mailed upon completion of the payment run.

Appendix B

GA Retail Solutions, LLC

Terms and Conditions of Purchase

These Terms and Conditions of Purchase ("T's and C's") apply to any purchase of merchandise, products, goods, etc. ("Merchandise") or services ("Services") from Vendor by GA Retail Solutions, LLC, its subsidiaries and affiliates (collectively, "GA"), and for purposes of Sections 17 and 19 below, these T's and C's also apply to all disclosures, discussions and dealings between Vendor and GA relating to, but in advance of any prospective MPO (defined below):

1. Agreement

Vendor and GA agree to be bound by this Appendix B and all provisions incorporated herein by reference. The word "Agreement" as used in this Appendix B means: (a) these T's and C's, (b) the Vendor Relationship Guide and its appendices ("VRG"), and (c) any MPO (as defined in the VRG) issued by GA. Any additional or different terms in Vendor's forms are hereby deemed to be material alterations to the MPO and notice of objection to, and rejection of them, is hereby given. Any references to, or attachment of Vendor's terms and conditions, or any over-stamping on the acknowledgment, or invoicing of an MPO, does not alter the Agreement, will be disregarded by GA, and are hereby expressly rejected by GA. In the event of any conflict or inconsistency between the Agreement documents, they will be given the following order of precedence: business terms on the face of an MPO written / issued by GA, these T's and C's, then the VRG. The words "including", "include", and all variations thereof mean "including but not limited to."

2. MPO and Acknowledgement

GA will issue an MPO to Vendor when and if GA desires to purchase Merchandise or Services from Vendor. ANY WRITTEN OR ORAL FORECASTS, PROJECTIONS, OR COMMITMENTS ON GA'S PORTAL OR IN ANY OTHER TYPE OF ORAL OR WRITTEN COMMUNICATIONS RELATING TO MERCHANDISE OR SERVICES DO NOT CONSTITUE AN MPO, AND GA IS NOT RESPONSIBLE FOR ANY MERCHANDISE OR GOODS VENDOR PURCHASES OR MANUFACTURES BASED ON SUCH.

Acceptance of an MPO by Vendor may be made as follows: written acknowledgement, written sales confirmation, shipment of any part of the Merchandise, or performance of any part of the Services. Stenographic and clerical errors are subject to correction by GA only. GA may revoke or modify an MPO at any time. No substitutions of Merchandise or use of subcontractors to perform Services or manufacture Merchandise will be made by Vendor without GA's prior written consent.

3. Price and Payment

Unless otherwise stated in Vendor's MPO, the following price and payment terms apply. See Vendor's MPO to determine whether prices include freight. Prices do not include any sales, use, transfer, excise, or other taxes, tariffs or custom duties. GA will pay directly or be charged by Vendor for taxes, tariffs or customs duties levied upon the sale, transfer, import or use of the Merchandise or Services. GA will pay no charges other than those specified in an MPO, i.e, GA will pay no charges for pre-packs, cases, samples, hangers, hanging bars, handling, drop shipments, insurance, cartage or minimum orders, or for taxes/excises levied on processors, manufacturers or wholesalers other than Vendor, or otherwise. Prices are firm except that Vendor agrees that any price reduction made for Merchandise or Services covered by an MPO after GA's placement of an MPO will apply to all Merchandise or Services shipped or performed for GA after the effective date of such price reduction. Vendor represents and warrants the prices, terms, warranties and benefits taken as a whole granted to GA are at least as favorable as those offered by Vendor to any of its other customers who purchase the same or similar Merchandise or Services. If, during the performance of an MPO, the Vendor enters into an arrangement with any other customer providing more favorable prices, terms, warranties or benefits for the same or similar Merchandise or Services, Vendor must immediately notify GA and GA will automatically receive the more favorable prices, terms, warranties or benefits, to be effective on the date of Vendor's arrangement with its other customer. GA's obligation to pay Vendor directly or through GA's agent for Merchandise or Services is contingent upon Vendor's delivery of conforming Merchandise and satisfactory performance of Services. In no event is GA obligated to pay interest or penalties on any amount due. Payment for invoices properly rendered will be made in U.S. dollars. Unless otherwise stated in Vendor's MPO, payment terms are Open Account net 60 business days from the Value Date. "Value Date" is the date that GA's bank receives clean presentation of the Vendor's properly prepared invoice and approves such invoice. GA will be entitled to any early payment discounts made available to Vendor's other customers. Payment does not constitute acceptance of the Merchandise or Services and does not waive or prejudice any claims GA may have against Vendor regarding the same.

4. Invoicing

Unless otherwise stated in the VRG, Vendor will issue invoices upon shipment of Merchandise or completion of Services. Invoices must include all of the information outlined in the Accounting and Payment Section of the VRG. GA will not release any of Vendor's account or payment information to third parties, including factors, without Vendor's prior written consent, unless otherwise required by law, regulation, legal process or court order.

5. Shipment and Delivery

Freight terms are specified in Vendor's MPO. Vendor must follow the packaging, transportation and shipping instructions in the VRG. For all shipments, Vendor must package Merchandise for shipment in a safe and secure manner so Merchandise is not damaged, and does not cause damage, during transport or while being stored for future use or sale. Vendor's failure to ship Merchandise within the shipping window or meet a Service completion date will be a material breach. Shipments of Merchandise or provision of Services must be made both in the quantities and at the times specified in the applicable MPO. If Vendor fails to ship the correct quantity or meet the stated ship date(s), or meet a Service completion date, then GA may exercise the remedies in the Agreement.

6. Acceptance

Merchandise or Services are subject GA's inspection and acceptance after it has been received by GA in the United States. If any Merchandise or Services are found at any time to be damaged, defective or otherwise not in conformance with the Agreement, an MPO, or any applicable laws or regulations, then GA may exercise the remedies in the Agreement.

7. Title

Title to and risk of loss for the Merchandise will transfer in accordance with the freight terms, which are specified in Vendor's MPO.

8. Vendor's Representations and Warranties

The warranties stated in this Agreement are in addition to all warranties implied by law. Vendor represents and warrants that its performance of this Agreement is not prohibited by, and does not conflict with, any other agreement or restriction by which Vendor is bound.

(a) Merchandise: Vendor represents and warrants to GA and its customers that all Merchandise sold by Vendor shall: (1) be new, and not used or refurbished; (2) be merchantable, free from defects in design, material and workmanship, and free from any other damages; (3) be fit and suitable for the particular purpose that was intended, whether express or implied; (4) conform to GA specifications and the terms of the MPO; (5) conform to Vendor's instructions, drawings, data, samples, performance claims or characteristics, and other descriptions furnished to GA (including Vendor's marketing materials and sales presentations) as such items induced GA to purchase Vendor's Merchandise; (6) conform to all laws and regulations as set forth in Section 9 and the VRG; and (7) not violate any intellectual property rights or incorrectly represent the existence of any intellectual property rights as set forth in Sections 9 or 18. In addition, Vendor represents and warrants that it has good and warrantable title to the Merchandise.

(b) Services: Vendor represents and warrants to GA and its customers that all Services performed by Vendor shall be: (1) performed and completed in a professional, workmanlike manner with the degree of skill and care required by the highest industry standards; (2) conform to GA specifications and the terms of the MPO; and (3) conform to Vendor's instructions, drawings, data, samples, performance claims or characteristics, and other descriptions furnished to GA (including Vendor's marketing materials and sales presentations) as such items induced GA to purchase Vendor's Services.

(c) Remedies: If Vendor's representations and warranties are not accurate in any material respect, or if Vendor breaches or fails to satisfy any provision or warranty in this Agreement, then GA in its sole option and discretion, may exercise any or all of the following:

1. (1) Cancel an MPO;
2. (2) Refusedelivery;
3. (3) Reject or revoke acceptance of all or any portion of the Merchandise or Services (Vendor must not replace the Merchandise, or re-perform the Services, without GA's prior written consent.);
4. (4) Return or discard, at Vendor's sole expense and risk of loss, all or any part of the Merchandise, regardless of whether it was part of any damaged shipment(s);
5. (5) Repair any defects and debit from, or directly invoice Vendor for, any expenses involved when, in GA's sole judgment, the cost of making such repairs would be less than the cost of replacement by Vendor or cancellation of this Agreement or any MPO;
6. (6) Withhold payment and recover the damages incurred by GA, including the landed cost of the Merchandise, lost profits, and all freight, shipping, storage, handling, or other inspection fees and charges, and any other direct, consequential, or incidental damages;
7. (7) If GA returns Merchandise, GA may also cancel any unshipped or unperformed portions of the applicable MPO or other MPOs for the same Merchandise with no liability whatsoever;
8. (8) Collect liquidated damages for non-performance or delay in the amounts set forth in the VRG for each non-performance or delay (payment of liquidated damages does not relieve Vendor from performance of its obligations.);
9. (9) Require Vendor to re-perform the Services to meet the warranty free of charge, and withhold payment until the Services are properly completed;
10. (10) Any other remedies available under this Agreement, or at law or equity.

(d) If GA returns any Merchandise, the Vendor will be responsible for all costs and fees associated with the return and disposition of Merchandise, including all freight, shipping, storage, handling, labor, and inspection costs. Any repaired or replacement Merchandise will be shipped to GA, FOB destination, freight prepaid. Risk of loss during shipment is Vendor's responsibility.

(e) Vendor must reimburse GA for, and pay all costs, fees and other expenses incurred by GA in exercising its remedies, including reasonable attorney fees and costs incurred by GA in prosecuting or defending any claims filed by or against the Vendor.

9. Merchandise Safety

Vendor represents and warrants that all Services and Merchandise complies with all relevant federal, state and local government laws and regulations of the countries that GA sells the Merchandise in, including the following U.S laws: Consumer Product Safety Act; Consumer Product Safety Improvement Act of 2008; Flammable Fabrics Act; Federal Hazardous Substances Act; Poison Prevention Packaging Act; Food, Drug and Cosmetic Act; Fair Packaging and Labeling Act; Uniform Packaging and Labeling Regulation; 35 U.S.C.

§292 prohibiting false patent marking; California Proposition 65; Lacey Act; and all laws and regulations relating to the Country of Origin of any Merchandise. Furthermore, Vendor shall assist GA with GA's conflict minerals reporting obligations, including related laws and regulations. Compliance with the Flammable Fabrics Act requires Vendor to provide test reports and guarantees of textiles and fabrics sold to GA. GA also may require test reports to demonstrate compliance with other laws. Merchandise must also comply with all relevant voluntary safety standards, including ASTM standards, American National Standards Institute (ANSI) standards, and Underwriters Laboratories (UL) safety standards. Vendor must furnish GA with Safety Data Sheets, when and where applicable.

10. Merchandise Recalls

Vendor must notify GA within 48 hours if Vendor obtains information which reasonably supports the conclusion that Merchandise (a) fails to meet a consumer safety standard or regulation; (b) contains a defect which could create a substantial hazard to consumers; (c) creates an unreasonable risk of injury or death; (d) fails to comply with a voluntary industry standard or a voluntary standard or regulation issued or recommended under the Consumer Product Safety Act, or (e) violates or is alleged to violate a third party's intellectual property rights. Vendor must, at Vendor's sole cost and expense, communicate accurate and understandable information to the public in a timely manner about the Merchandise defect, the hazard and the risk of failure to comply with Vendor's corrective action. Vendor will be responsible for all costs and fees associated with the return and disposition of recalled or defective Merchandise.

11. No Resale of Merchandise

Merchandise bearing or labeled with any trade name, trademark, service mark, logo, private label brand, Artwork (as defined in Section 17) or design that is proprietary to or identifies GA in any way cannot be sold by Vendor to any person or entity, including salvors, without GA's prior written consent, even if all or any portion of the Merchandise was rejected, cancelled, refused or returned to Vendor by GA.

12. Domestic Vendors with Overseas Affiliates

If Vendor's primary place of business is located in the U.S. but the Merchandise will be supplied by an overseas affiliate of Vendor, all provisions of this Agreement which are applicable to import Merchandise will apply unless otherwise specified in writing by GA.

13. Agency Agreements

If Vendor is a buying or selling agent for a third party, Vendor represents and warrants that such third party will accept and abide by this Agreement in all respects. Vendor is liable for any breach by the third party, which will be deemed a breach by Vendor.

14. Changes

All changes to an MPO must be in writing and approved by GA. If a requested change affects delivery or price, Vendor must notify GA in writing immediately. GA has no liability for any additional costs unless previously approved in writing by GA. GA may change the Agreement at any time and such change(s) will be effective when an updated copy of the Agreement is delivered to the Vendor.

15. Termination

GA may terminate all or part of this Agreement or any MPO in writing, at any time, with or without cause, and such termination does not constitute a breach or default of any contracts or agreements by GA. Termination with cause means that Vendor: (a) breaches or fails to perform any of its obligations; (b) becomes insolvent or proceedings are instituted by or against Vendor under any provisions of any federal or state bankruptcy or insolvency laws; or (c) ceases its operations. If this Agreement or an MPO is terminated with cause, Vendor will be liable for all direct and indirect damages incurred by GA, including liquidated damages, fines and the cost of procurement and as otherwise set forth in the Agreement.

If this Agreement or MPO is terminated without cause, GA will not be responsible or liable to pay for any Merchandise or Services that are the subject of the terminated Agreement or MPO, except for the Merchandise or Services the parties mutually agree can be (and actually are) delivered in satisfactory condition on or before the effective date of termination. If applicable, Vendor must refund the balance of any progress payment(s) made by GA before the effective date of termination.

16. Indemnification

Vendor must defend, indemnify and hold GA and its affiliates and its and their respective employees, agents, representatives or subcontractors harmless from and against any and all claims, loss, damage, liability, cost and expense whatsoever, including direct, special, incidental and consequential damages, including attorney fees and costs, arising from or related to Vendor's (or its employees', agents', representatives' or subcontractors') acts or omissions, including: (1) the performance of this Agreement; (2) the breach (actual or alleged) of any provision of this Agreement, or breach (actual or alleged) of any representation or warranty; (3) GA's importation, distribution, use or sale of any Merchandise; and (4) injury (including death) to any person, including GA's customers and GA's customers' customers, employees, agents, subcontractors, Vendor's employees, and any carrier or delivery person, or property damage.

In its sole and exclusive discretion, GA may either: (1) hire its own counsel to prosecute and defend any claim included within subsection 16, and Vendor must reimburse GA for attorney fees and expenses incurred by GA, in addition to Vendor's indemnification obligations; or (2) consent to Vendor's prosecution or defense of the claim, including the selection of counsel, but, in this situation, any settlement or resolution of the claim may not be accepted or agreed to by Vendor or the selected counsel, without GA'S prior written consent. GA agrees to provide Vendor with reasonable assistance regarding the defense of such claim, suit or action at Vendor's expense.

If Vendor fails to immediately meet its obligations under this Section after receiving notice, GA may take over the prosecution or defense of any applicable claim and settle or litigate the matter, in its sole discretion, and Vendor will be responsible for all costs, fees, settlements or payments of any kind associated therewith. GA may offset any such amounts owed by Vendor against invoices or amounts owed by GA to Vendor, and GA may take other collection actions required to recover such costs, fees, settlements or payment. Vendor, in addition to all other sums owing to GA, will be liable and responsible for any and all costs and fees associated with such collection efforts.

17. Intellectual Property - Ownership

Vendor acknowledges and agrees that if Vendor produces or creates any designs, drawings, patterns, molds, trademarks or brand names or other artwork ("Artwork") for GA, at GA's direction, request or with input from GA, then such Artwork will be the sole and exclusive property of GA, and Vendor hereby assigns all of its right, title and interest in and to such Artwork, including any copyright or other intellectual property right subsisting in or relating to it, to GA. Without limiting the foregoing, such ownership includes: (a) the right to obtain copyright, trademark, patent or other intellectual property right registration and protection; (b) the ability to transfer information used to formulate such Artwork as well as any and all copyrights, trademark, and patent rights, and trade secret or other proprietary rights therein; and (c) the right to modify, use and license Artwork in GA's sole discretion. Vendor will execute all documents and perform such other proper acts as GA may deem necessary to secure GA's rights. Vendor agrees that receipt of the VRG and the opportunity to market to GA is sufficient consideration for this assignment.

GA works to respect the intellectual property ("IP") rights of third parties, just as GA expects its own IP rights to be respected, not just in the United States, but globally. GA asks and expects Vendor to avoid infringing a third party's IP rights. Vendor is responsible to defend, indemnify and hold GA and its affiliates and its and their respective employees, agents, representatives or subcontractors harmless if there are allegations of infringement, in accordance with Section 16. Vendor agrees not to copy any product, packaging, marketing, website or any other third-party materials. If Vendor becomes aware of potential complaint of infringement regarding any Merchandise or Services, contact GA's legal department or the Vendor's relationship manager at GA immediately.

18. Infringement

Vendor represents and warrants that the Merchandise and Services do not infringe any patent, trademark, copyright, trade secret, or other intellectual property rights of any third party; and that any markings, symbols, labeling, or other representations, in any form, that state or suggest the existence of an intellectual property right, are in full compliance with any laws or regulations pertaining to such markings, symbols, labeling, or other representations. Vendor hereby grants GA and any parties that buy Merchandise and Services from GA a revocable, non-exclusive, fully transferable, fully sublicensable license to use any and all intellectual property contained in the Merchandise and Services, including any related packaging. In accord with Section 16, Vendor must defend, indemnify and hold GA and its affiliates and its and their respective employees, agents, representatives or subcontractors harmless from and against any loss, claim, suit or action which may be brought against GA or its customer(s) alleging misuse, false marking or infringement of patent; copyright or trademark infringement; misuse or unauthorized use of trade names; misuse, theft, unauthorized use, or unauthorized disclosure of trade secrets; unfair competition; or any other intellectual property rights violation arising from or related to making, importing, distributing, selling, offering for sale or using any Merchandise or Services.

19. Confidentiality

(a) "Confidential Information" means confidential, non-public or other proprietary information including trade secrets, technical information, including algorithms, code, data, designs, documentation, drawings, formulae, hardware, know-how, ideas, inventions, whether patentable or not, photographs, Artwork (as defined in Section 17), plans, procedures, processes, reports, research, samples, sketches, software, specifications, business information, including customer and distributor names, marketing information, operations, plans, merchandise, products, sales and financial information, including pricing and other confidential information either obtained by the Vendor on GA's website or through site level data, obtained through the course of business with GA or that is disclosed by GA to Vendor. Confidential Information will not include information which: (1) is or becomes a part of the public domain without any action by, or involvement of, Vendor; (2) is received by Vendor from a third party without a duty of confidentiality owed to GA; (3) is independently developed by Vendor without use of, or without reference to the Confidential Information; (4) is already in the possession of Vendor and Vendor can demonstrate with tangible evidence was in the possession of Vendor prior to the disclosure of the Confidential Information by GA; or (5) is disclosed by Vendor with the prior written approval of GA.

(b) Vendor agrees that, as a condition to the receipt of Confidential Information, Vendor will: (1) not disclose, directly or indirectly, to any third party any portion of the Confidential Information, unless such third party disclosure is solely for the purpose for which the Confidential Information was disclosed to or produced by Vendor, the third party has entered into a written confidentiality agreement with the Vendor that is at least as restrictive as this Section 19, the third party acknowledges the Confidential Information is the property of GA and agrees that GA is a third party beneficiary of Vendor's agreement with the third party, and GA consents to the disclosure to such third party; (2) not use or copy the Confidential Information except for the purpose of providing Merchandise or Services to GA (the "Purpose"); (3) promptly return or destroy, at GA's request, all materials and documentation comprising, containing or developed from the Confidential Information; (4) take all reasonably necessary precautions to protect the confidentiality of the Confidential Information received and exercise at least the same degree of care in safeguarding the Confidential Information as Vendor would with its own confidential information; (5) communicate Confidential Information only to employees of Vendor and its parent corporations, subsidiary corporations, or corporations under common control therewith ("Affiliated Companies") who need to know the Confidential Information and only to the extent necessary for the Purpose; (6) inform all employees of Vendor and its Affiliated Companies to whom Confidential Information may be disclosed of the proprietary interest of GA and of the obligations of Vendor; (7) prohibit the employees of Vendor and its Affiliated Companies from copying or using the Confidential Information other than for the Purpose; (8) promptly advise GA in writing upon learning of any unauthorized use or disclosure of the Confidential Information; and (9) not ask for, accept, seek, review, use or disclose any confidential information of other vendors of GA. Confidential Information belonging to affiliates of GA that is disclosed by, or on behalf of, the Affiliated Companies of GA will be subject to this Section 19. Vendor will take all reasonably necessary steps to ensure that its employees, agents and employees of its Affiliated Companies comply with the foregoing confidentiality restrictions and obligations. Vendor will be responsible for all unauthorized uses or disclosures of Confidential Information by its employees, agents or employees of its Affiliated Companies. The obligations of confidentiality and non-disclosure with respect to Confidential Information will continue until such time as the Confidential Information is no longer deemed to be Confidential Information by GA. Vendor will be permitted to disclose Confidential Information if such disclosure is made pursuant to the requirement, subpoena or order of a duly empowered governmental agency or court of competent jurisdiction, and sufficient prior notice is given by the Vendor to GA of any such requirement or request to permit GA to seek an appropriate protective order. Vendor will not disclose to GA, nor use in the performance of its obligations hereunder, any confidential information obtained from any third party in violation of any agreement entered into by Vendor.

20. Compliance with Laws and GA Policies

Vendor must comply with all federal, provincial, state, and local laws, rules, regulations, and orders that apply to its business and the Merchandise and Services, including the Occupational Safety and Health Act; Toxic Substances Control Act; the Fair Labor Standards Act; the various laws and standards cited in Section 9; the laws of the country(ies) in which Vendor manufactures the Merchandise; and the laws set forth elsewhere in the VRG. Vendor must also comply with all applicable U.S. and Canadian (if the Merchandise is to be sold in Canada) and international export laws and regulations and must not export or re-export any technical data or Merchandise in contravention of U.S. or Canadian or international law. Vendor must not execute, negotiate, or otherwise communicate regarding any transaction or potential transaction, including the tender or acceptance of funds or other financial instruments, on behalf of or relating to Merchandise and Services to be provided to GA, with any person or entity listed on any the following lists: (a) The U.S. Department of Commerce Denied Persons List; (b) The U.S. Department of Commerce Unverified List; (c) The U.S. Department of Commerce Entities List; (d) General Order Three of the Export Administration Regulations, as maintained by the U.S. Department of Commerce; (e) The U.S. Department of the Treasury Specially Designated Nationals List; or (f) The U.S. Department of State Debarred List. Vendor agrees to comply with GA's Code of Business Ethics and Standards of Conduct and GA's other policies and practices. Vendor bears full responsibility for compliance with GA policies in all respects, including implementation, monitoring and cost. GA policies are available in writing and are hereby incorporated by this reference.

21. GA Property

All property of every description, including Artwork, furnished to Vendor by GA, will be and remain the personal property of GA. Vendor must safely store GA's property separate and apart from Vendor's property and plainly mark it and identify it as "Property of GA Retail Solutions, LLC". Vendor must use GA property only as required to perform this Agreement or any MPO. While in Vendor's custody or control, GA's property must be: (a) held at Vendor's sole risk of loss and expense; (b) insured by Vendor in an amount equal to the replacement cost with loss payable to GA; and (c) returned to GA upon request in the same condition as originally received, reasonable wear and tear excepted.

22. Work on Premises

If Vendor performs Services on any GA premises or third-party premises accessed for or on behalf of GA, Vendor must take all reasonable and necessary precautions to prevent injury to persons and property during such work, and to prevent the creation of any lien or other claim against any real or personal property of GA or GA's contract counterparty. In accord with Section 16, Vendor must indemnify, defend and hold GA and its affiliates and its and their respective employees, agents, representatives or subcontractors harmless from and against all loss which may result from its work or Services.

23. Assignment

Vendor may not assign this Agreement without GA's prior written consent, which will be at GA's sole discretion. Any assignment in violation of the foregoing is void and not binding on GA. Assignment, even if permitted, will not release Vendor from this Agreement. Any assignee, agent, representative or subcontractor of Vendor is hereby bound by this Agreement. Subject to the forgoing, this Agreement binds and inures to the benefit of each party and its successors and assigns.

24. Insurance

Vendor's obligations regarding insurance are set forth in the VRG. Vendor's failure to procure or maintain such insurance is a material breach of the Agreement.

25. Financial Assurance

GA's duties are expressly conditioned upon the continuance of Vendor's solvency and ability to perform within the delivery schedule. If Vendor's financial condition is found to be or becomes unsatisfactory to GA, or if Vendor's ability to perform becomes doubtful, GA may demand adequate assurance of performance. If assurance is not provided and deemed adequate to GA's satisfaction in five days, GA may terminate this Agreement or any MPO and all other contracts with Vendor, with no liability to GA for such action.

26. Taxes

Vendor will provide all taxpayer information necessary for GA to comply with Internal Revenue Service ("IRS") reporting requirements. If Vendor fails to provide this information, or provides inaccurate information, GA may withhold all applicable taxes from payments due Vendor as dictated by IRS regulations. Vendor must assist GA in the event of a government audit.

27. Set-Off; Refunds

Any amounts owed by Vendor to GA may be applied against amounts owed by GA to Vendor under this Agreement or any transaction between the parties. GA may, without prior notice to any person, setoff or recoup any claim that GA holds against Vendor, whether such claim is liquidated or unliquidated, fixed or contingent. Vendor will be solely responsible for all claims of any nature regarding non-payment for services, labor and materials furnished or contracted for by Vendor in performance of this Agreement, including liens which may be levied against GA (which such liens, for the avoidance of doubt, are expressly prohibited to be levied against GA and which such liens Vendor shall be fully responsible for immediately discharging at its sole cost and expense). Upon written notice, Vendor must immediately refund any amount due GA under this Agreement or for any other reason.

28. Accuracy of Vendor's Commercial Documentation

Vendor is responsible for ensuring that all information stated on any commercial document is accurate and complete. Fraudulent or false information regarding GA Merchandise, Services or MPOs will result in assessment of liquidated damages at 150% of the value of the MPO plus any cost of U.S. government fines and penalties assessed to GA.

29. Choice of Law

This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise from or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising from, or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), is governed by, and enforced in accordance with, the internal laws of Delaware, including its statutes of limitations, and excluding its conflict of law provisions. The U.N. Convention on Contracts for the International Sale of Goods shall not apply and is specifically and wholly excluded. The parties must exercise any right or remedy herein in the Courts of New Castle County, Delaware or in the United States District Court for the District of Delaware and any related appellate courts. Vendor consents to the exercise of jurisdiction by and venue in these courts.

30. Limitation of Liability

GA SHALL NOT BE LIABLE FOR ANY LOSS, CLAIM, EXPENSE OR DAMAGE CAUSED BY, CONTRIBUTED TO, ARISING FROM, OR RELATED TO THE ACTS OR OMISSIONS OF VENDOR OR THIRD PARTIES, WHETHER NEGLIGENT OR OTHERWISE. IN NO EVENT SHALL GA'S LIABILITY FOR ANY CAUSE OF ACTION WHATSOEVER EXCEED THE COST OF THE MERCHANDISE OR SERVICE GIVING RISE TO THE CLAIM, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. IN NO EVENT SHALL GA BE LIABLE TO VENDOR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER SUCH INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS OR OPPORTUNITIES), WHETHER ARISING FROM OR RELATED TO A BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

31. Indemnification for Factoring or Similar Assignments

In accord with Section 16, Vendor must indemnify, defend and hold GA and its affiliates and its and their respective employees, agents, representatives or subcontractors harmless from and against all loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim, arising, directly or indirectly, from or in connection with, any factoring agreement, assignment of accounts under article 9 of the Uniform Commercial Code, or similar arrangement.

32. Miscellaneous

(a) All rights and remedies granted to GA are cumulative, not exclusive, and in addition to any other rights or remedies provided by law or equity.

(b) Any provisions of an MPO that are typewritten or handwritten by GA will supersede any contrary or inconsistent printed provisions.

(c) If a court of competent jurisdiction declares any provision of this Agreement invalid, such decision will not affect the validity of any remaining provisions.

(d) This Appendix will apply to all Merchandise or Services ordered by GA from Vendor.

(e) No delay or failure by either party to exercise or enforce at any time any right or provision in this Agreement will be considered a waiver thereof or of such party's right thereafter to exercise or enforce each and every right and provision herein. Waivers must be in writing. No single waiver will constitute a continuing or subsequent waiver.

(f) This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written negotiations, commitments and understandings of the parties.

(g) Vendor is an independent contractor for all purposes, without express or implied authority to bind GA by contract or otherwise. Neither Vendor nor its employees, agents, representatives or subcontractors are agents or employees of GA, and therefore are not entitled to any employee benefits of GA. Vendor will be responsible for all costs and expenses incident to performing its obligations under this Agreement and will provide its own supplies and equipment.

(h) The following provisions will survive termination or expiration of this Agreement: Vendor's representations and warranties (in Section 8 and otherwise), Limitation of Liability (Section 30), indemnification obligations (in Section 16 and otherwise), Infringement (Section 18), Confidentiality (Section 19), compliance with laws (in Section 20 and otherwise), Insurance (Section 24), Taxes (Section 26), Set-off/refunds (Section 27), Miscellaneous (Section 32) and Choice of Law (Section 29), and any other provision which by its context is intended to survive termination.

(i) During the term of this Agreement and for a six-month period thereafter, Vendor will not solicit for employment, retain, employ, or contract with any employee of GA. "Solicit" will mean the direct targeting and seeking out of GA's employees and will not include general public solicitation notices (advertisements, job boards). If Vendor solicits for employment, retains, employs or contracts with an employee of GA in violation of the above requirement, Vendor must pay GA one year of such employee's salary as of the date of the solicitation, within 30 days after demand for payment by GA.