20230922IPC to Staff Supplemental 244 Attachment A.pdf

IPC General Terms and Conditions LGL 082 (6/1/2020)
Page 1 of 9
GENERAL TERMS AND CONDITIONS
GOODS AND SERVICES
“Supplier” as used in these General Terms and Conditions – Goods and Services (the “General Terms and Conditions”) means the party contracting with Idaho
Power Company to provide Goods (defined below) and/or Services (defined below) to Idaho Power Company, and those working for, with, or on behalf of that party.
Supplier is identified as “Supplier” on the applicable Idaho Power Company Purchase Order or Contract, as applicable per the heading on such document. “IPC” refers
to Idaho Power Company. The IPC Purchase Order or Contract, as applicable per the heading on such document, is referred to as the “Order.” The Order, these
General Terms and Conditions, and any other terms, conditions, documents, or schedules identified in the IPC Order, are collectively referred to as the “Contract
Documents” or “Agreement” and are hereby incorporated by this reference into these General Terms and Conditions. “Goods” and “Services” are intended to have
their broadest meaning; “Services” applies to all labor, professional, manual and technical, and other human resources, provided by Supplier in fulfillment of the Order;
“Goods” includes, but is not limited to, Work Product, project deliverables identified in the Contract Documents, equipment, and materials. “Goods” and “Services” may
collectively be referred to herein as the “Work.” Supplier and IPC may also be referred to individually as a “Party” or collectively as the “Parties.”
1.AGREEMENT AS TO TERMS
1.1.The Order is an offer until accepted by Supplier. Supplier’s acceptance of the Order is limited to acceptance of the express terms contained in the Order
and related Contract Documents, without modification. Supplier’s scheduling or shipment of the Work or commencement of performance of Services
identified in the Order, or Supplier’s signing of the Order, whichever occurs first, is an effective mode of acceptance of the Order and all terms set forth in
the Order and the other Contract Documents.
1.2.Any proposal for additional or different terms or any attempt by Supplier to vary in any degree any of the terms of the Order, whether in a document
preceding this Order not expressly agreed to in writing by IPC or in Supplier’s acceptance, is hereby objected to and rejected, and the Order shall be
deemed accepted by Supplier without the additional or different terms.
1.3.The Work provided by Supplier pursuant to IPC’s authorization, but prior to the full execution of the Order and related Contract Documents, shall be
considered as having been performed subject to these General Terms and Conditions.
2.SUPPLIER’S RESPONSIBILITY
2.1.Supplier agrees to perform the Order in accordance with the Contract Documents. Supplier agrees to provide sufficient resources as are necessary to timely
and efficiently fulfill Supplier’s obligations under the Order and the Contract Documents. Supplier will furnish and maintain any and all federal, state, county,
and municipal licenses or permits that apply to the Work performed by Supplier.
2.2.Supplier agrees to promptly submit to IPC, in accordance with a schedule approved by IPC, appropriate quantities of drawings and specifications for
review and approval. Supplier also agrees to give IPC access at all reasonable times to Supplier’s facilities for the purposes of inspecting the Order and
Supplier’s performance.
2.3.Supplier agrees to designate an individual who will represent Supplier in all communications, transactions, and matters with IPC associated with the
Order. When requested by IPC, such representative will be present, in person, at the site(s) where Supplier’s performance of the Order is being
conducted.
2.4.Supplier will perform in compliance with reasonable and customary safety and work practices and applicable federal, state, and local laws, rules, and
regulations. Supplier is solely responsible for the training of Supplier’s employees, agents, and Subcontractors (defined in Section 30.10), and the safe
condition of the work site during performance of Supplier’s obligations under the Order.
2.5.None of Supplier’s key personnel, including, but not limited to, managers, supervisors, engineers, computer technicians, and others integral to Supplier’s
performance of the Order and identified by Supplier in a bid or proposal or originally assigned to the performance of the Order may be withdrawn from the
performance of Services without prior notice and approval of IPC.
2.6.Supplier agrees to achieve Final Completion of the Work by the “delivery date” specified in the Order (“Completion Date”). If no Completion Date is
specified in the Order or in the other Contract Documents, then the date of delivery and completion shall be six months from the date of the Order.
3.RESPONSIBILITY OF IPC
3.1.IPC shall have the right to review, test, inspect, approve, and accept documents, Goods, and/or Services to be provided or performed by Supplier. IPC's
review, testing, inspection, approval, or acceptance of documents, Goods, or Services provided under the Order, however, shall not be deemed to relieve
Supplier of Supplier's responsibility for the technical adequacy of Supplier's Work or performance of Supplier's obligations.
3.2.Upon timely Final Completion, IPC will pay Supplier the Total (as defined in Section 5) designated on the Order and any other undisputed sums due for
properly approved Amended Totals, as set forth in the following Sections 4 and 5.
4.CHANGES TO THE WORK. IPC may, at any time, by issuance of a formal written amendment to the Order, modify the drawings, designs, specifications, project
tasks or deliverables, methods of shipment, packing, place of delivery, time for performance, of any other aspect of Services, or provide for additions or reductions
from the Order. Supplier agrees to promptly proceed with such changes. The changes are subject to these General Terms and Conditions. If IPC’s written request
causes a material change to Supplier’s scope of Work and causes Supplier to incur additional cost that cannot be overcome by mitigation (“Change”), then an
equitable adjustment will be made to the Total, the delivery schedule, or the Completion Date, whichever IPC reasonably determines to be appropriate; provided,
however, that Supplier shall waive Supplier’s right to an equitable adjustment if Supplier fails to advise IPC in writing of a Change within 30 calendar days of the
occurrence or event that caused the Change. In addition, in the event Supplier requests an equitable adjustment for a Change, Supplier shall provide IPC a
detailed cost and scheduling analysis, in a form acceptable to IPC.Supplier acknowledges and agrees that any increase in Supplier’s’ price for the Work in
IPC General Terms and Conditions LGL 082 (6/1/2020)
Page 2 of 9
accordance with any Change agreed to by both Parties pursuant to a written amendment to the Order includes all applicable taxes and costs, including but not
limited to, overhead, profit, and markup.
5.COMPENSATION, BILLING, AND PAYMENT
5.1.The total amount of compensation to be paid for an Order (the "Total") is identified as the "Total This P.O." on the Order. Changes to the Total may be
made only as set forth in Section 4, and each approved change to the Total will be confirmed in writing by IPC and is referred to herein as an "Amended
Total." If the Order is other than on a fixed price basis, the rates and pricing schedules, which will be the basis of unit-priced compensation, will be
identified in the Order. Unless otherwise specified in the Contract Documents, payment of the Total is payment in full for all Work identified in the Contract
Documents, and for such other labor, supervision, consulting, materials, equipment, and any and all other charges within the scope of, or reasonably
inferable from, the Contract Documents.
5.2.Billing:
a.With the exception of an Order which the Parties have agreed will be paid by lump sum, Supplier will submit an invoice not more frequently than
every 30 days for compensation for that percentage of the Total or Amended Total provided or performed by Supplier in the previous calendar month
(based on the percentage of work completed relative to the Total), less any required retainage or withholding required by IPC. Supplier will not
submit invoices in excess of the Total or Amended Total. IPC may withhold from any payment any damages, backcharges, or claims incurred or
reasonably anticipated by IPC to the extent caused by Supplier.
b.Unless the Contract Documents provide otherwise, each invoice will separately identify and itemize Goods and Services, and shall include not less
than the following information, as applicable: (i) Supplier name; (ii) the Supplier Order number; (iii) the IPC Purchase Order number, (iv) IPC Contact:
name; (v) Ship To: name; (vi) Remit To: name; (vii) percentage of Order completed and milestones achieved; (viii) Goods/Service/task/deliverable
description as per the Order; (ix) individuals performing Services for which hourly rates are charged; (x) numbers of hours worked; (xi) hourly billing
rate; (xii) unit/rate description, including unit/rate cost and quantity; (xiii) any freight costs paid, (xiv) invoice Total, and (xv) all federal, state, and local
taxes imposed upon or on account of such sale, together with any other information reasonably requested by IPC.
c.Supplier will be paid reimbursable expenses incurred by Supplier only where specifically provided in an Order and only if the types and amounts of
each expense (i) are reasonable and ordinary and customary reimbursable expenses; (ii) are billed to IPC within 60 days of being incurred by
Supplier; and (iii) receipts are provided with the invoice for the expenses.
d.If Supplier does not invoice IPC for Goods delivered or Services performed, or expenses associated therewith, within six months after Supplier
completes all Work under the Order, Supplier waives all right to payment.
5.3.Upon approval of Supplier's invoice by IPC, IPC will pay all non-disputed amounts within 30 days of receipt of the invoice, provided however, that any IPC's
payment is not due unless Supplier is in compliance with all provisions of the Contract Documents, including without limitation, all applicable insurance
requirements set forth in Section 12 below. To the extent IPC disputes or finds deficient any part of or the entire invoice, Supplier will be notified and may
be required to provide IPC with such documents and information as IPC may request for the purpose of resolving issues in disputed invoices. Payment of
an invoice shall not constitute acceptance of the Work and shall be subject to adjustment for errors, shortages, defects in the Work, damage to IPC for which
Supplier is partially or wholly responsible, or other failure of Supplier to meet the requirements of the Order, and shall not be deemed a waiver of IPC's right
of inspection prior to acceptance of Work.
5.4.Payment for any Work shall not be deemed an acceptance thereof. Nothing in these General Terms and Conditions will be interpreted to mean that IPC has
waived any of its rights or remedies under the Uniform Commercial Code, as amended from time to time.
6.DELIVERY OF WORK. IPC may inspect Work delivered under an Order and may reject any or all of the same if IPC determines, in its discretion, that all or any
portion of them are defective or nonconforming. In addition to other rights and remedies available to IPC, rejected Work may be returned to Supplier at Supplier’s
expense. In such case, IPC may charge Supplier all expenses of such examination and inspection, including, but not limited to, charges relating to repackaging
and reshipping defective or nonconforming Work. Notwithstanding anything to the contrary in the Contract Documents, in the event IPC receives Work whose
defects or nonconformity is not apparent on examination, IPC reserves the right to revoke acceptance, or require that Supplier replace the defective Work, which
shall not be in limitation of any other rights or remedies available to IPC upon Supplier’s breach of this Agreement. Nothing contained in the Order relieves Supplier
in any way from Supplier’s obligation of testing, inspection, and quality control, and shall not be in limitation of IPC’s right to reject defective or nonconforming
Work.
7.FINAL PAYMENT
7.1.The final payment by IPC will be made within 30 days of Final Completion. "Final Completion" of an Order will occur at the earliest time at which all of the
following have been determined by IPC to have been completed:
a.All Goods and Services specified in the Order have been timely delivered and completed, as applicable, in accordance with the Contract Documents;
b.All deliverables, reports, materials, work product, and equipment related to the Work are satisfactory to IPC, are operational, and have been
completed, provided, and/or installed in accordance with the Contract Documents;
c.Any and all performance tests or reviews designated by IPC have been completed to IPC's satisfaction;
d.All systems are ready for start-up;
e.All "punch list" and deficiency items have been completed per IPC's specifications;
f.All documents, data, work product, and warranties as may be required by the Contract Documents have been provided to IPC;
g.Supplier has provided Supplier's affidavit, if requested by IPC, that all indebtedness connected with the Work rendered pursuant to the Order,
including but not limited to, payroll, payments to consulting professionals, suppliers, and others have been fully and finally paid or have provided
evidence of release of any and all liens and consent of surety (if applicable);
h.All site/project cleanup has been finalized; and
i.Supplier has submitted an invoice representing Supplier's final bill for the Order and marked it "Final Invoice."
7.2.The final payment will consist of any undisputed balance due to Supplier on the Order and any change made in accordance with these General Terms and
Conditions, and, if applicable, any retention or other withholding withheld by IPC. Tendering the final payment is deemed acceptance by Supplier of the
final payment. By accepting the final payment, Supplier releases all claims against IPC, except those expressly reserved in writing by Supplier prior to
acceptance of the final payment.
IPC General Terms and Conditions LGL 082 (6/1/2020)
Page 3 of 9
7.3.Claims for money due or to become due from IPC shall be subject to deduction or set off if Supplier owes or will owe money to IPC, whether Supplier's
obligation relates to the Order or any other transaction between Supplier and IPC.
8.TIME IS OF THE ESSENCE. Time is of the essence in the performance of Supplier’s obligations pursuant to the Order. Supplier shall comply with all schedule
requirements set forth in the Contract Documents, and shall provide a schedule for the performance of the Work if requested by IPC and in a form requested by
IPC. The Total to be paid to Supplier for the Order is based, in large part, upon Supplier’s informed representation to IPC that Supplier has the expertise,
manpower, equipment, materials, and all other resources necessary to complete the Work called for in the Order and as set forth in Section 2.6. Without waiving
any other right or remedy it may have, if IPC determines that Supplier has failed or may fail to timely perform Supplier’s obligations required by the Contract
Documents, IPC may direct Supplier at Supplier’s expense to accelerate performance through initiation of such measures as shall be reasonably requested by
IPC, which Supplier agrees to promptly undertake. Supplier agrees that an Order may contain liquidated damages. In the event the Order contains liquidated
damages, Supplier agrees that liquidated damages are not a penalty, but rather represent a reasonable estimate of actual loss and damages that IPC will suffer
by reason of Supplier’s failure to complete the Work in accordance with the Contract Documents.
9.SHIPMENT. Unless otherwise expressly stated on the Order, freight cost is not included in the Total and shall be identified separately (if applicable) on the invoice
to IPC. The means of shipment and location to which goods are to be delivered will be identified on the Order. If not so identified, shipment will be made F.O.B.
Destination. IPC shall be responsible only for the actual and standard cost of freight incurred for delivery of goods in the manner set forth in the Order. Any
increases to standard freight costs, such as expediting, shall be paid by Supplier, unless otherwise approved in writing by IPC.
10.INTELLECTUAL PROPERTY INDEMNITY
10.1.Supplier represents and warrants that all Work supplied under this Order shall not infringe on any third party's patent, copyright, trade secret, trade name,
trademark or service mark, or other proprietary right. Supplier shall at Supplier's own expense defend, indemnify, and hold IPC, its officers, directors,
agents, representatives, employees, customers, and users of IPC's Goods and Services harmless for, from, and against any and all claims, allegations,
liabilities, damages, and expenses (including attorneys' fees) arising out of, or relating to, any claimed infringement of patents, copyrights, trade secrets,
trade names, trademarks, service marks, or other proprietary right in connection with Work supplied by Supplier under the Order.
10.2.In case IPC is not able to use Supplier's Work, or any part or component thereof, due to actual or alleged infringement, Supplier shall immediately either:
(a) procure for IPC the right to continue to use such Work or replace it with substantially equivalent non-infringing Work; or (b) modify such Work so that it
becomes non-infringing.
11.PROPRIETARY RIGHTS
11.1.Supplier agrees that all writings, drawings, designs, copyrightable material, inventions (whether or not patentable), improvements, discoveries,
developments, and all works of authorship created by Supplier in performance of the Work hereunder, including all worldwide rights therein under any
patent, copyright, trade secret, confidential information, or any other intellectual property right (collectively "Work Product"), are the sole property of IPC.
Supplier immediately and automatically assigns to IPC all right, title, and interest in and to all such Work Product, and shall perform such further acts
needed to transfer, perfect, and defend IPC's ownership of the Work Product. Supplier shall require Supplier's Subcontractors to execute written
assignments of Work Product to effect such assignment.
11.2.To the extent that Supplier or third parties retain ownership rights in materials delivered with the goods, or upon which the Work Product is based, Supplier
hereby grants to IPC an irrevocable, worldwide, non-exclusive, royalty-free right and license to make, have made, modify, use, distribute, publicly perform
or display, sell, offer to sell, and import such materials. Supplier hereby warrants that Supplier owns or has acquired rights in all such intellectual property
necessary to grant the licenses and intellectual property rights set forth in this Section 11.
12.INSURANCE
12.1.Supplier, at Supplier's own expense, shall procure and maintain, during the term of performance of Supplier's obligations pursuant to this Order, the
following types of insurance with limits as specified:
a.Worker's Compensation Insurance shall be at statutory limits and shall comply with the laws of the state in which the Order is being performed. A
waiver of subrogation in favor of IPC shall be included.
b.Employer Liability Insurance of not less than $1,000,000.
c.Automobile Liability Insurance with a combined single limit of at least $2,000,000 covering all owned, non-owned, or hired automobiles used in
connection with the Services. Bodily injury and property damage liability limits shall be each accident combined single limit. An endorsement shall be
issued naming IPC as an additional insured.
d.Commercial General Liability Insurance with a combined single limit of not less than $2,000,000 each occurrence and in the aggregate, combined
single limit. The insurance shall include coverage for contractual liability. An endorsement shall be issued naming IPC as an additional insured.
e.Professional Liability (Errors & Omission) Insurance with a limit of not less than $2,000,000 (this coverage is required when professional services are
provided under the Order).
f.Cargo and Property Insurance. If Supplier, Subcontractor at any tier, or their respective agents or employees are transporting and/or storing IPC
materials or equipment, Supplier shall provide Cargo Insurance and/or Property Insurance (as applicable) covering physical loss or damage, naming
IPC as Loss Payee, arising out of, or in connection with, any loss associated with transportation or storage of IPC equipment or material while in the
care, custody, or control of Supplier (or its Subcontractors at all tiers). The declared value of the Cargo and/or Property Insurance shall be based on
the replacement value of the property in question.
12.2.Supplier's Subcontractors shall be required by Supplier under the terms of any subcontract to obtain like insurance coverage to that specified in
subparagraphs a, b, c, d, and e of Section 12.1.
12.3.Insurance coverage described above shall be carried with insurance companies reasonably satisfactory to IPC. Prior to Supplier's commencement of
performance of the Order, Supplier will provide to IPC a certificate of insurance evidencing appropriate insurance coverage and naming IPC as an
additional insured as required above, along with a waiver of subrogation, as required by Section 12.1 above. These certificates will contain a provision that
coverage will not be canceled until at least 30 days prior written notice has been given to IPC.
IPC General Terms and Conditions LGL 082 (6/1/2020)
Page 4 of 9
12.4.Failure of the Supplier or any Subcontractor at all tiers to secure and maintain the insurance required by this Section 12 shall constitute a material breach
of the Agreement entitling IPC, in its discretion and without waiving any of its other remedies under the Agreement or applicable law, to terminate the
Agreement for cause or to purchase the required insurance itself at the expense of Supplier.
13.SUBCONTRACTING. If Supplier causes any part of the Order to be performed by a Subcontractor, these General Terms and Terms and Conditions shall be
made applicable to such Subcontractor(s) and its officers, agents, and employees in all respects. Supplier shall not, in any manner thereby, be discharged from
Supplier’s obligations and liabilities hereunder, but shall be liable for all acts and omissions of any Subcontractor, its officers, agents, and employees. IPC shall
have the right, upon request, to review and approve any Subcontractor(s). Upon request, copies of all subcontracts shall be furnished to IPC. Supplier shall be
solely responsible for invoicing and the collection of payment from Supplier’s Subcontractors, and Supplier’s failure to obtain timely payment from Subcontractors
shall not in any way affect Supplier’s obligations under the Contract Documents. Supplier and its Subcontractors shall comply at all times with FAR 52-219-8,
Utilization of Small Business Concerns.
14.WARRANTY
14.1.Warranty of Qualifications and Compliance: Supplier represents and warrants that all statements and materials regarding Supplier's qualifications to
perform the Order are true and correct and are not misleading or incomplete for any reason. Supplier warrants and certifies that all items furnished and all
Services performed under the Order do and will comply with current applicable standards of the Federal Occupational Safety and Health Act and all other
applicable federal, state and local laws and regulations.
14.2.Warranty of Title: Supplier warrants that title to all Work provided by Supplier will pass to IPC no later than the time of delivery and at such time will be free
and clear, except for amounts owing from IPC to Supplier pursuant to the Order, of liens, claims, security interests, or encumbrances of Supplier,
Supplier's Subcontractors, material suppliers, and other entities claiming an interest in the Goods or Services provided under the Order.
14.3.Warranty of Workmanship and Quality: Supplier warrants that (a) the Work covered by the Order will be in exact accordance with the Order and related
Contract Documents and the description and specifications provided by Supplier in marketing and technical material provided to IPC in relation to the
Order; (b) the goods will be free from defects in material, design, and workmanship, new, and merchantable; and (c) Services will be performed with the
highest degree of professional skill and care of professionals in the same industry and consistent with IPC's intended results. Supplier further warrants that
any goods comprising computer hardware or software, and supplied by Supplier; (i) are free from viruses, defects, disabling codes, software routines, or
hardware components designed to permit (either automatically or through externally applied controls) unauthorized access or allow the goods to be
disabled, have content erased, or otherwise be harmed (collectively, "Contaminants"), have been duly tested to ensure that there are no such
Contaminants, and are subject to recognized and appropriate release procedures including the latest version of a proprietary virus detection software
package standard in the industry, and Supplier shall ensure that corresponding obligations are imposed on Supplier's Subcontractors or agents; (ii) have
been obtained from a reputable and reliable software developer and not through any interest group or multi-organizational software sharing scheme, and
do not include any open source, freeware, or shareware; and (iii) will comply and function substantially in accordance with any related user
documentation.
14.4.Inspection and Right of Access and to Accelerate: Supplier agrees that IPC may perform inspections of Work being provided by Supplier in the course of
Supplier's performance of the Order, including, but not limited to, inspection of any material, work product, and equipment furnished by Supplier. Supplier
shall furnish access to Supplier's facilities to IPC and its agents during standard business hours and at the locations requested by IPC, for the purpose of
carrying out such inspections. IPC shall not have any duty to make such inspections, and any inspection by IPC shall not limit IPC's rights and remedies in
any way.
14.5.Survival of Warranties: The foregoing warranties are in addition to all other warranties, expressed or implied, and shall survive any delivery, inspection,
acceptance, and payment by IPC. Supplier's warranties shall be effective for the period of time either (a) set forth on the face of the Order, or (b) set forth
in a writing provided by Supplier or agreed upon by Supplier, or (c) 18 months from the date of Final Payment, whichever is greater. If any Goods or
Services furnished hereunder do not meet the warranties specified herein, IPC may, at its option: (i) require Supplier to correct, at no cost to IPC, any
defective or nonconforming Goods or Services by repair or replacement within seven days of notice to Supplier; (ii) return such defective or nonconforming
goods at Supplier's expense to Supplier and recover from Supplier the price thereof, together with any damages resulting there from; (iii) correct the
defective or nonconforming Goods or Services itself and charge Supplier with the cost of such correction; or (iv) accept the defective or nonconforming
Goods or Services at a reduced price.
15.TERMINATION; REMEDIES
15.1.Termination for Cause. If either Party materially breaches the Order or any Contract Document and the material breach is not cured within 10 calendar
days after the non-breaching Party gives the breaching Party written notice thereof, then the non-breaching Party may elect to terminate the Order and
any of the Contract Documents by giving the breaching Party written notice of the termination; provided, however, that if the nature of the breach is such
that it could not reasonably be cured within the 10 calendar day period, then the non-breaching Party may terminate the Order and any of the Contract
documents immediately upon providing written notice to the breaching Party. In the event the Order contains liquidated damages, Supplier agrees that IPC
may terminate the Order under this Section 15.1 if IPC assesses liquidated damages in an amount equal to the liquidated damages cap, if any.
15.2.Termination for Convenience. Subject to Section 15.4(c) below, IPC may terminate all or any portion of the Order at any time and for any reason without
cause and without penalty by giving notice to Supplier.
15.3.Termination Upon Bankruptcy or Insolvency Events. IPC may, by notice to Supplier, terminate in whole or in part the Order and any Contract Document in
the event of suspension of Supplier's business, Supplier's insolvency, institution of bankruptcy, reorganization, or liquidation proceedings by or against
Supplier, the appointment of a trustee or receiver for Supplier's property or business or any assignments by Supplier for the benefit of one or more
creditors.
15.4.Effect of Termination.
a.In the event of termination of an Order or Contract Document pursuant to Section 15.1, 15.2, or 15.3, all obligations of the Parties (other than those
obligations that expressly or by nature survive termination) shall terminate, Supplier shall promptly return to IPC all IPC confidential information,
IPC General Terms and Conditions LGL 082 (6/1/2020)
Page 5 of 9
materials, files and other information specific to the Order performed for IPC in a form and format acceptable to IPC, as well as any partially
completed Work Product. Upon request by IPC, Supplier shall certify in writing that Supplier has returned all information obtained from IPC.
b.In the event of termination by IPC pursuant to Section 15.1, Supplier shall be liable for the Supplier Termination Payment. For purposes of the
Contract Documents, "Supplier Termination Payment" means the difference, if positive, between (a) the sum of (i) all costs and expenses incurred by
IPC to complete (or cure deficiencies in) the Work under the Order(s) terminated by IPC, including compensation for obtaining a replacement goods
supplier and replacement goods, and for obtaining any additional services required as a consequence of IPC's termination of the Order resulting
from Supplier's material breach, (ii) all other reasonable costs, expenses and damages suffered by IPC as a result of such termination of the
Order(s), including any additional costs payable to the Supplier as a result of such termination by IPC, and (iii) all amounts previously paid to
Supplier under the Contract Documents with respect to such Work and terminated Orders, less (b) the Total.
c.In the event of termination by IPC pursuant to Section 15.2, IPC's liability shall be the lesser of: (a) actual non-recoverable costs incurred by Supplier
that Supplier can demonstrate were properly incurred prior to the date of termination; or (b) the contract price per finished unit, after giving effect to
any discount to which IPC would otherwise be entitled. In the event of termination of any separate services specifically ordered, Supplier shall be
entitled to receive payment for complying Goods delivered and Services actually performed in accordance with the Contract Documents, but only to
the extent there is no dispute or applicable offsets or withholdings related to the Goods or Services. Supplier shall promptly refund all prepaid but
unearned monies to IPC and assign to IPC all subcontracts with Supplier's Subcontractors, if directed by IPC. In any event, Supplier shall not be
entitled to receive payment for Goods not delivered and Services not provided, or for costs and expenses associated therewith.
d.Upon receipt of a termination notice, Supplier shall, unless otherwise directed, cease Work and follow IPC's directions as to disposal of supplies and
Work in progress and finished Goods.
e.OTHER THAN IN THE EVENT OF TERMINATION DUE TO IPC'S MATERIAL BREACH PURSUANT TO SECTION 15.1, THE FOREGOING
STATES IPC'S ENTIRE LIABILITY FOR TERMINATION.
15.5.Termination Not Exclusive Remedy; Remedies Cumulative. The rights and remedies of IPC provided in this Section 15 shall not be exclusive and are in
addition to any other rights and remedies provided by law or in equity or in the Contract Documents. IPC's remedies shall be cumulative and remedies
herein specified do not exclude any remedies allowed by law or in equity. Waiver of any breach shall not constitute waiver of any other breach of the same
or any other provision.
16.TITLE; RISK OF LOSS; IPC PROPERTY
16.1.Supplier warrants title to all Goods sold. Supplier bears the risk of loss or damage to the items purchased under this Order until they are delivered in
conformity with this Order at IPC's delivery point, IPC has determined that they conform to the description set forth in the Order (or expressly waives
nonconformity), and accepts the goods. Upon such acceptance by IPC, Supplier's responsibility for loss or damage to the Goods shall cease, except for
loss or damages to the Goods that occurred prior to acceptance or that result from Supplier's negligence or misconduct.
16.2.All drawings, artwork, data, material, supplies, equipment, tooling, dies, molds, fixtures, and patterns furnished or paid for by IPC and used by Supplier or
Supplier's Subcontractors shall be held at Supplier's sole risk and, upon IPC's request, shall be returned to IPC in good condition.
17.INDEMNIFICATION
17.1.Supplier agrees to indemnify, defend, reimburse, and hold harmless IPC and its successors and its and their respective directors, officers, members,
employees, representatives, and agents (collectively, the "Indemnities"), from, for, and against any and all allegations, claims, liens, losses, demands,
damages, expenses, suits, judgments, and costs of any kind whatsoever, including, without limitation, settlement costs, court costs, and attorneys' and
expert witness fees and expenses (collectively, "Damages"), whether actual or merely alleged and whether directly incurred or from a third party, arising
out of, or relating to: (a) Supplier's (and, for purposes of clarity, those of Supplier's agents, Subcontractors, and independent contractors) acts, negligence,
omissions, or willful misconduct; (b) Work supplied hereunder; (c) a breach of any of Supplier's representations, warranties, or covenants, or any other
term and condition of the Contract Documents; (d) a claim that any Goods or Services furnished hereunder infringe upon or misappropriate any patent,
copyright, trademark, trade secret, or other intellectual property interest of another; (e) a claim of any lien, security interest or other encumbrance made by
a third party or any Subcontractor at all tiers; or (f) a violation of federal or state law, regulation, statute, or ordinance. This indemnity shall apply without
regard to whether the Damages are based on breach of contract, breach of warranty, negligence, strict liability, or other tort. This indemnity shall survive
delivery and acceptance of the Work.
17.2.At the request of IPC, Supplier shall defend any action, claim or suit asserting a claim, which might be covered by this indemnity. Supplier shall pay all
costs and expenses that may be incurred by IPC in enforcing this indemnity and defense agreement, including attorney's fees and costs actually paid by
IPC.
17.3.If IPC seeks indemnification from Supplier, IPC shall: (a) notify Supplier of the assertion of any claim; (b) provide reasonable assistance (at Supplier's
expense) in connection with the defense; (c) be entitled to pre-approve any settlement; and (d) be entitled to, in the exercise of reasonable discretion, pre-
approve legal counsel selected by Supplier.
18.RECORDS
18.1.Supplier will maintain books and accounts of the costs relating to Supplier's performance of the Order with generally accepted accounting principles and
practices for Supplier's particular industry or profession. Supplier's records will be kept in such a manner and in sufficient detail to clearly disclose the
nature and amount of Work provided by Supplier, costs pertaining to the Order, and the basis for charges or allocations to the Order.
18.2.Supplier agrees to retain all records and results of the Work performed under the Order for period of not less than three years after Final Completion. At
IPC's request, Supplier will deliver either the original or a copy of any and all field notes, investigative notes, tests, photos, records, calculations,
summaries, reports, and records produced and collected by Supplier, Supplier's agents, employees, and Subcontractors, in the course of performance of
the Order.
18.3.IPC will have access at all reasonable times, during the performance of obligations under this Order and for a period of three years thereafter, and may
copy (including electronic copy) all of Supplier's accounts and records pertaining or related to the Order for the purpose of verifying or reviewing the
quality, quantity, and Supplier's progress of performance of the Order, reimbursable costs, amounts claimed by Supplier, and estimates of cost for fixed
rates, labor and material rates, and for any other reasonable purpose.
IPC General Terms and Conditions LGL 082 (6/1/2020)
Page 6 of 9
19.HAZARDOUS WASTE AND INDEMNIFICATION
19.1.For purposes of the Order, "Hazardous Materials" means any substance or material which is defined as or included in the definition of "hazardous
substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "acutely hazardous wastes," "restricted hazardous waste," "toxic
substances," or "known to cause cancer or reproductive toxicity" (or words of similar import), petroleum products (including crude oil or any fraction
thereof), or any other chemical, substance, or material which is prohibited, limited, or regulated under any federal, state, or local law, ordinance,
regulation, order, permit, license, decree, common law, or treaty now or hereafter in force regulating, relating to, or imposing liability or standards
concerning materials or substances known or suspected to be toxic or hazardous to health or safety, the environment, or natural resources.
19.2.Supplier shall not cause or permit any Hazardous Materials to be brought upon, kept, or used in or about IPC's premises without the prior written consent
of IPC, which shall not be unreasonably withheld provided Supplier demonstrate to IPC's satisfaction that such Hazardous Materials are necessary or
useful to the Work Supplier is providing under the Order and will be used, kept, stored, and cleaned up in a manner that complies with all laws regulating
any such Hazardous Materials so brought upon or used or kept in or about IPC's premises.
19.3.Supplier, on Supplier's own behalf and on behalf of Supplier's agents, representatives, and Subcontractors agree to indemnify, hold harmless, and defend
the Indemnitees from and against any and all Damages that any or all of the Indemnitees may hereafter suffer, incur, be responsible for, or pay out,
including for personal injuries, property damage, or contamination of or adverse effects on the environment, arising out of or relating to the breach of any
of Supplier's representations, covenants, or warranties set forth in the Order, or any of Supplier's negligent actions or omissions or willful misconduct in the
performance of the Order, or the violation of any law, ordinance, or regulation relating directly or indirectly to Hazardous Materials. Such indemnity shall
exclude Damages that are the result of any negligent actions or omissions or willful misconduct of the Indemnities or their employees, officers, owners,
directors, Subcontractors, or agents. The indemnification obligations hereunder shall remain in force and effect after termination of the Order.
20.GOVERNING LAW/VENUE. Enforcement and interpretation of the Contract Documents shall be governed by and construed in accordance with the laws of the
state of Idaho, notwithstanding its choice of law provisions. Exclusive venue for any enforcement or interpretation or other proceeding shall be in Ada County,
Idaho.
21.INDEPENDENT CONTRACTOR. Supplier agrees to perform the Order as an independent contractor. Nothing contained in the Contract Documents shall create
or be construed as creating the relationship of employer and employee, or partnership, or joint venture between IPC and Supplier, or between IPC and any person
or persons employed or engaged by Supplier.
22.EQUAL EMPLOYMENT.
22.1.During performance of Supplier’s obligations under the Order, Supplier agrees to comply with all applicable equal employment opportunity, small business,
and affirmative action laws and regulations. If applicable, Supplier and any Subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a),
60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans
or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin.
Moreover, these regulations require that covered prime contractors and Subcontractors take affirmative action to employ and advance in
employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status
or disability.
22.2.To the extent Executive Order 13496 applies to this Agreement or the Work performed hereunder, the text of 29 CFR Part 471, Appendix A to Subpart A
(as amended, modified, restated or supplemented from time to time) is hereby incorporated by reference into this Agreement as if set forth fully herein.
Supplier and any Subcontractor shall comply with all requirements set forth in 29 CFR Part 471, Appendix A to Subpart A.
23.NON-ASSIGNABILITY. Neither the Order, nor any part thereof, may be assigned or delegated by Supplier, by operation of law or otherwise, without the express
written consent of IPC. Any attempt to assign or delegate the Order will be void.
24.SURVIVAL. All terms in the Contract Documents relating to warranty, indemnification, confidentiality, and those provisions which, by their nature, survive
expiration, cancellation, or other termination of the Order, shall remain in full force and shall survive such expiration, cancellation, or termination of the Order.
25.ENTIRE AGREEMENT; AMENDMENT. The Contract Documents, amendments thereto, and the exhibits, addenda, and schedules which are included in any one
or more of those documents, constitute the entire agreement between the Parties with respect to this Order. In the event of any conflict or inconsistency between
this document and any other document comprising the Contract Documents, the terms and provisions set forth in these General Terms and Conditions, as
amended from time to time, shall apply. There are no oral or written understandings, representations, or commitments of any kind, express or implied, which are
not expressly described in the Contract Documents. Any other prior express or implied agreements executed or made, or understandings between the Parties,
that are not a part of the Contract Documents, with terms that conflict with the terms in the Contract Documents are superseded by the terms of the Contract
Documents. The Contract Documents may not be modified other than by the method described in Section 4 of these General Terms and Conditions; any other
modification must be in writing signed by both Parties.
26.WAIVER. The rights and remedies of the Parties are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising any right, power,
or privilege under the Order will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will
preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted
by applicable law, no waiver that may be given by a Party will be applicable except in the specific instance for which it is given; and no notice to or demand on
one Party will be deemed to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further action without
notice or demand.
27.SEVERABILITY. Whenever possible, each provision and term of these General Terms and Conditions will be interpreted in a manner to be effective and valid,
but if any provision or term is held to be prohibited by law or invalid, then such provision or term will be ineffective only to the extent of such prohibition or invalidity,
without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of the General Terms and
Conditions. If any of the covenants set forth in these General Terms and Conditions are held to be unreasonable, arbitrary, or against public policy, such covenants
will be considered divisible with respect to scope and time, and in such lesser scope or time will be effective, binding, and enforceable.
28.CONFIDENTIALITY. IPC and Supplier (as to information disclosed, the “Disclosing Party”) may each provide the other Party (as to information received, the
“Receiving Party”) with Confidential Information. “Confidential Information” means (a) all terms of the Contract Documents; and (b) all non-public, confidential, or
IPC General Terms and Conditions LGL 082 (6/1/2020)
Page 7 of 9
proprietary information (including without limitation, all IPC Data as that term is defined in Section 30 below) disclosed by the Disclosing Party to the Receiving
Party or its affiliates, or to any such Receiving Party’s or its affiliates, employees, officers, directors, shareholders, agents, attorneys, accountants, or advisors
(collectively, “Representatives”), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked,
designated or otherwise identified as “confidential”) (in such cases where not so marked or designated, where it would reasonably be expected in the industry
that such information would be deemed confidential). Receiving Party agrees: (i) to use the Confidential Information only in connection with the Contract
Documents and permitted use(s) and maintenance of Goods and Services, (ii) to take reasonable measures to safeguard and prevent disclosure of the Confidential
Information, except to its employees, agents, or financing parties who have a need to know for the Receiving Party to perform its obligations under the Contract
Documents or to use and maintain Goods or Services, and (iii) that it will not disclose the Confidential Information to any person, firm or corporation, or use such
Confidential Information for any purpose other than as necessary to perform its obligations under the Contract Documents or to use or maintain the Goods or
Services. Supplier shall not make any public announcement about the Contract Documents or associated transaction, including their existence, without prior
written approval by IPC. The obligations of this Section 28 shall not apply as to any portion of the Confidential Information that: (i) is or becomes generally available
to the public other than from disclosure by Receiving Party, its representatives, or its affiliates; (ii) is or becomes available to Receiving Party or its representatives
or affiliates on a non-confidential basis from a source other than Disclosing Party when the source is not, to the best of Receiving Party’s knowledge, subject to a
confidentiality obligation to Disclosing Party; (iii) is independently developed by Receiving Party, its representatives or affiliates, without reference to the
Confidential Information; (iv) is required to be disclosed by law, a valid legal process, or a government agency; (v) is approved for disclosure in writing by an
authorized representative of Disclosing Party; or (vi) the Receiving Party discloses to its advisors for analytical purposes, provided that such financial advisors
are subject to an obligation as to confidentiality no less onerous than that set out in this Section 28. This Section 28 does not supersede, and shall be deemed to
supplement, any separate confidentiality or nondisclosure agreement signed by the Parties.
29.STANDARD OF PERFORMANCE. Supplier agrees that the Work will be performed with the highest degree of professional skill and care of professionals in the
same industry and consistent with IPC’s intended results.
30.DATA OWNERSHIP, DATA SECURITY, AND PHYSICAL AND ELECTRONIC PROTECTION. For purposes of the Contract Documents, “IPC Data” means all
data and information, including but not limited to: 1) data regarding IPC, its customers or vendors (other than Supplier) that is either: (a) furnished, disclosed, or
otherwise made directly or indirectly available to Supplier or its Subcontractors at all tiers by or on behalf of IPC under the Contract Documents; or (b) collected
or created by Supplier in the course of performing the Order; and 2) all Critical Energy/Electric Infrastructure Information (“CEII”), as defined by the Code of
Federal Regulations, Title 18, Section 388. CEII includes both Critical Energy Infrastructure Information and Critical Electric Infrastructure Information. As used in
these General Terms and Conditions, Critical Energy Infrastructure Information means specific engineering, vulnerability, or detailed design information about
proposed or existing critical infrastructure that: i) contains detail about production, generation, transportation, or distribution of energy; ii) could be useful to a
person planning an attack on critical infrastructure; iii) is exempt from mandatory disclosure under the Freedom of Information Act, 5 U.S.C. 55; and iv) does not
simply give the general location of the critical infrastructure. Critical Electric Infrastructure Information means information related to critical electric infrastructure,
or proposed critical electrical infrastructure, generated by or provided to the Federal Energy Regulatory Commission (“FERC”) or other Federal agency other than
classified national information, that is designated as critical electric infrastructure information by FERC or the Secretary of the Department of Energy pursuant to
section 215A(d) of the Federal Power Act. CEII includes, but is not limited to: transmission conductor details, transmission structure design details, planned or
expected transmission outages critical to the power system, substation design details, control center locations or design details, power plant facility design details,
geographic coordinates more specific than line routes and natural gas line locations or design details. IPC Data shall remain the sole property of IPC. Supplier
may not use IPC Data for any purpose other than to perform its obligations under an SOW. IPC Data may not be sold, assigned, leased or otherwise disposed of
or commercially exploited by Supplier.
30.1.Data Security. Supplier represents, warrants, and covenants to IPC that Supplier has developed and implemented, currently has in place, and shall maintain
during the term of this Agreement a comprehensive information security program that includes administrative, technical, and physical safeguards and
controls sufficient to: (i) ensure the security and confidentiality of IPC Data; (ii) protect against anticipated threats or hazards to the security or integrity of
such information; and (iii) protect against unauthorized access to, or disclosure or use of, all IPC Data that Supplier accesses, receives, stores, processes,
transmits, maintains, or possesses (collectively, "Security"). Supplier shall document its Security and all safeguards, procedures, and controls and keep
them current in light of changes in relevant technology and provide IPC with a copy of the same upon request and at no cost to IPC. Such Security shall
include, but not be limited to, the following:
a.Supplier shall utilize industry-accepted firewalls, up-to-date anti-virus software, and non end-of-life operating systems;
b.Supplier shall ensure access is controlled to the physical location of the hardware containing IPC Data;
c.Supplier shall secure electronic access to Supplier's information systems containing IPC Data;
d.Supplier shall store, process, and maintain any and all IPC Data on designated target servers that reside physically within the boundaries of the
United States
e.Supplier shall not transfer any IPC Data outside of its network via unencrypted means;
f.Supplier shall not process or transfer IPC Data to any unencrypted portable or laptop computing device, or any other unencrypted portable storage
medium;
g.Supplier shall provide its workforce position appropriate cybersecurity awareness training, including, but not limited to, an anti-phishing program;
h.Supplier shall take measures to protect IPC Data against destruction, loss, or damage due to potential environmental hazards, such as fire and water
damage or technological failures;
i. Supplier's and Subcontractors' personnel may not access or store IPC Data on any personal or third party devices, including mobile devices, tablets,
or personally owned laptops, unless such devices have been configured with industry standard security and encryption features, which shall include
at a minimum remote wipe and remote shutdown capabilities;
j. Supplier shall secure and prevent misuse of its own email resources; and
k.Upon termination of the Order, Supplier shall require the destruction or erasure of physical or electronic media containing IPC Data so that such
information cannot practicably be read or reconstructed.
30.2.Compliance with Data Protection Rules. Supplier shall observe and comply with all applicable federal and state data privacy and data protection laws and
regulations that are now in effect or hereafter promulgated that are applicable to the Work provided by Supplier under this Agreement or any IPC Data that
Supplier controls, access, receives, stores, processes, transmits, maintains, or possesses in connection with the Work. In addition, Supplier will comply with
all IPC's policies, standards, and data protection procedures in effect when the applicable Order is performed and shall sign and comply with all IPC forms
related to the same.
30.3.Information Security Training. Supplier shall comply with IPC's information security requirements, policies, and procedures. Suppliers who require electronic
IPC General Terms and Conditions LGL 082 (6/1/2020)
Page 8 of 9
access to any network or information system owned by IPC shall complete IPC's on-line information security training. Supplier shall authorize only those
employees who are necessary for and directly involved in Supplier's performance of its obligations under this Agreement, to have access to the IPC Data
(whether physically or through computer system access) and solely on a "need to know" basis (collectively, "Authorized Persons"). Supplier shall not
authorize anyone other than Authorized Persons to have access to the IPC Data at any time. Authorized Persons shall sign an agreement regarding
compliance with IPC's Information Security Standards, including without limitation, both electronic and physical access requirements prior to receiving
access.
30.4.Security Screening. Supplier acknowledges and agrees that certain portions of IPC's premises may have restricted access and may require prior
authorization or an IPC designated escort to allow Supplier access. Supplier further acknowledges and agrees that electronic access to any IPC network or
information system owned by IPC requires prior authorization by IPC. If requested, Supplier agrees to comply (and cause Supplier's agents and
Subcontractors to comply) and certify, at Supplier's expense, with all IPC requirements, policies, requests and procedures relating to physical access to IPC
property or (as applicable) electronic access to any network or information system owned by IPC, including, but not limited to, employee and Subcontractor
drug screening, seven year background checks, social security number verification, and other similar procedures. No work can begin until these requirements
have been met.
30.5.Security Incident Response Plan. Supplier shall develop and implement a "Response Plan," which shall be policies and procedures to address Security
Incidents. The Response Plan shall include appropriate provisions for mitigating the harmful effects of Security Incidents (defined below) and addressing
and remedying the occurrence(s) to prevent the recurrence of similar Security Incidents in the future. The development and implementation of the Response
Plan shall follow industry standard practices, such as those that at a minimum are consistent with the contingency planning requirements of NIST Special
Publication 800-61 Reb. 4, IR-1 through IR-10 as those standards may be amended. Immediately upon learning of a Security Incident related to the products
and Work provided to IPC, Supplier shall implement its Response Plan and, within 24 hours of implementing its Response Plan, shall notify IPC in writing
of that implementation as described below.
30.6.Security Incident. Supplier shall promptly notify IPC if Supplier discovers or becomes aware: (a) that Supplier is not in compliance with or has violated any
of the requirements of these terms and conditions; (b) of any unauthorized disclosure or use of or access to IPC Data or any unauthorized intrusion,
penetration, or security breach involving Supplier systems that affects IPC Data or IPC's network or systems; or (c) Supplier initiates its Response Plan
(each of (a), (b), and (c) a "Security Incident"). Any reasonably suspected or confirmed Security Incident must be reported to IPC immediately via email to
[e-mail] and by telephone at [phone]. Supplier acknowledges that in some instances, IPC has a reporting obligation to
regulators and other third parties in the event of an actual or suspected Security Incident and that Supplier's compliance with the foregoing notification
obligation is necessary for IPC's compliance with regulatory and legal obligations. Notification of an actual or suspected Security Incident must include a
description of the nature of the event, the date and time of the event, suspected amount of information exposed, steps being taken to investigate the
circumstances of the exposure and remediate or mitigate the Security Incident. Supplier shall provide written updates of the notice to IPC addressing any
new facts and circumstances learned after the initial written notice is provided and shall provide such updates within a reasonable time after learning of
those new facts and circumstances. Supplier shall cooperate with IPC in IPC's efforts to determine the risk to the bulk electric system posed by the Security
Incident. In addition to all other remedies permitted under the Agreement and applicable law, Supplier shall be required to promptly remedy and mitigate
any damages, losses, or expenses caused by a breach in the security of Supplier's systems that adversely impacts IPC and take all measures as may be
reasonably necessary to prevent any further Security Incident. Without obligating IPC to undertake any specific actions in the event of a Security Incident,
Supplier must cooperate with and assist IPC in its own investigation, analysis, and resolution of Security Incidents, including if requested by IPC, providing
breach notifications to individuals and regulatory and law enforcement agencies or providing support to IPC if IPC decides to deliver such notices. Supplier
shall provide IPC with details of the investigation and final disposition of the Security Incident relevant to the Services provided to IPC or which may impact
the confidentiality, integrity, or availability of such Work and of any IPC Data or systems. Supplier shall reasonably cooperate with governmental authorities
and non-governmental entities in any action or proceeding as may be deemed necessary by IPC as the result of such Security Incident. Within 5 calendar
days of a Security Incident, Supplier shall develop and execute a plan that reduces the likelihood of the same or a similar Security Incident from occurring
in the future consistent with the requirements of its Response Plan and industry standards (e.g., NIST Special Publication 800-61 Rev. 2 and NIST Special
Publication 800-184, as may be amended) and shall communicate that plan to IPC. Supplier shall provide recommendations to IPC on actions that IPC may
take to assist in the prevention of recurrence, as applicable or appropriate. Within 5 calendar days of notifying IPC in writing of the Security Incident, Supplier
shall recommend actions to be taken by IPC on IPC-controlled systems to reduce the risk of a recurrence of the same or a similar Security Incident, including,
as appropriate, the provision of action plans and mitigating controls. Supplier shall coordinate with IPC in developing those action plans and mitigating
controls. Supplier will provide IPC guidance, recommendations, and other necessary information for recovery efforts and long term remediation and/or
mitigation of cyber security risks posed to IPC Data, equipment, systems, and networks as well as any information necessary to assist IPC in relation to the
Security Incident.
30.7.Notification to Affected Parties. Supplier will, at its sole cost and expense, assist and cooperate with IPC with respect to any investigation of a Security
Incident, disclosures to affected parties, and other remedial measures as requested by IPC in connection with a Security Incident or required under any
applicable laws related to a Security Incident. In the event a Security Incident results in IPC Data being disclosed such that notification is required to be
made to any person or entity, including without limitation any customer, shareholder, or current or former employee of IPC or Supplier, under any applicable
laws, including privacy and consumer protection laws, or pursuant to a request or directive from a governmental authority, such notification will be provided
by IPC, except as required by applicable law or approved by IPC in writing. IPC will have sole control over the timing and method of providing such notification.
30.8.Unrelated Security Incidents. As used in this Section 30, "Supplier's Proprietary Information" means information and data that embodies a trade secret
owned or controlled by Supplier, or licensed to Supplier by a third party. In the event (a) Supplier's Proprietary Information, as such information relates to
the products and/or Work provided to IPC under this Agreement, has been corrupted or destroyed without authorization or has been accessed, acquired,
compromised, modified, used or disclosed by any unauthorized person, or by any person in an unauthorized manner or for an unauthorized purpose; (b)
Supplier knows or reasonably believes that an act or omission has compromised or may reasonably compromise the cybersecurity of the products and Work
provided by Supplier to an entity other than IPC; or (c) Supplier receives any valid complaint, notice, or communication which relates directly or indirectly to
(i) Supplier's handling of Supplier Proprietary Information or Supplier's compliance with applicable law in connection with Supplier's Proprietary Information
or (ii) the cybersecurity of the products and Work provided by Supplier to an entity other than IPC ("Unrelated Security Incident"), Supplier shall provide to
IPC a confidential report describing, to the extent legally permissible, a detailed summary of the facts and circumstances of the Unrelated Security Incident,
including a description of (1) why the Unrelated Security Incident occurred, (2) the nature of the Supplier's Proprietary Information disclosed, and (3) the
measures being taken to address and remedy the occurrence to prevent the same or a similar event from occurring in the future.
30.9.Audit Rights. Upon request, Supplier shall provide to IPC the opportunity to review a copy of the Supplier's policies, procedures, evidence and independent
audit report summaries that are part of Supplier's cyber security framework (e.g. ISO-27001, SOC2). IPC or its third-party designee may, but is not obligated
IPC General Terms and Conditions LGL 082 (6/1/2020)
Page 9 of 9
to, perform audits and security tests of Supplier's IT or systems environment and procedural controls to determine Supplier's compliance with the system,
network, data, and information security requirements of this Agreement. Audits of Supplier shall be done with at least 30 calendar days advance notice.
These audits and tests will not unduly affect Supplier's operations and may include coordinated security tests, interviews of relevant personnel, review of
documentation, and technical inspection of systems and networks as they relate to the receipt, maintenance, use, retention, and authorized destruction of
IPC Data. Supplier shall provide all information reasonably requested by IPC in connection with any such audits and shall provide reasonable access and
assistance to IPC upon request. Supplier will comply, within reasonable timeframes at its own cost and expense, with all reasonable recommendations that
result from such inspections, tests, and audits. IPC reserves the right to view, upon request, any original security reports that Supplier has undertaken or
commissioned to assess Supplier's own network security. If requested, copies of these reports will be reviewed on site at Supplier's facility at IPC's expense.
Supplier will notify IPC of any such security reports or similar assessments once they have been completed. Any regulators of IPC or its affiliates shall have
the same rights of audit as described herein upon request.
30.10.Subcontractors. To the extent that Supplier is permitted to engage Subcontractors to perform, or otherwise provide support to assist Supplier to perform,
any portion of the Work hereunder (each, a "Subcontractor"), then: (a) Supplier shall not share or disclose, or engage a Subcontractor to access, store,
process, transmit, or otherwise possess any IPC Data, unless and until such Subcontractor has agreed in writing to protect IPC Data in a manner substantially
similar (but in any case no less restrictive) to that required of Supplier under the Agreement, and then only on a need-to-know basis; (b) Supplier shall cause
such Subcontractors to comply with the obligations and restrictions associated with substantially the same work, tasks, functions, and responsibilities
performed by such Subcontractors that are applicable to Supplier under the Agreement, including, without limitation, those obligations set forth in these
terms and conditions; and (c) Supplier shall remain responsible for the work, tasks, functions, and responsibilities performed by Subcontractors to the same
extent as if such work, tasks, functions, and responsibilities were performed directly by Supplier and, for purposes of the Agreement, such work shall be
deemed Work performed by Supplier.
30.11.Indemnification. In addition to any other indemnification obligation of Supplier set forth in this Agreement, Supplier shall indemnify, defend, and hold IPC,
IPC Affiliates, and its and their respective officers, directors, employees, representatives, agents, successors, and assigns harmless from, for, and against
any Damages to the extent such Damages arise out of or in connection with: (i) a Security Incident (including a Security Incident by a Subcontractor); or (ii)
Supplier's, or any Subcontractor's, failure to comply with the requirements of this Section 30.
30.12.Injunctive Relief. Supplier acknowledges and agrees that any breach or threatened breach of the obligations set forth in this Section 30 may result in a
substantial likelihood of irreparable harm and injury to IPC, for which monetary damages alone may be an inadequate remedy, and which damages may be
difficult to accurately measure. Accordingly, Supplier agrees that in addition to any other remedies available, IPC shall have the right to seek to obtain
injunctive relief as well as other equitable relief allowed by the federal and state courts. The foregoing remedy of injunctive relief is agreed to without prejudice
to IPC's right to exercise any other rights and remedies it may have, including without limitation, the right to terminate this Agreement and seek damages or
other legal or equitable relief.
30.13.Survival. The rights and obligations set forth in this Section 30 shall survive the expiration or termination of this Agreement for any reason.
31.SUPPLIER CODE OF CONDUCT. At all times during the term of this Agreement, Supplier agrees to comply with IPC’s Supplier Code of Conduct, as revised
from time to time, available at www.idahopower.com/AboutUs/BusinessToBusiness/default.cfm.
32.DISPUTE RESOLUTION. Any dispute arising out of or in connection with the Contract Documents shall, to the extent practicable, be settled amicably by
negotiation between the Parties represented by management of each Party, prior to either Party taking legal action. Notwithstanding the foregoing, however,
either Party may seek provisional legal remedies if in such Party’s judgment such action is necessary to avoid irreparable damage or preserve the status quo.
33.DISASTER RECOVERY AND BUSINESS CONTINUITY. Supplier shall maintain commercially reasonable disaster recovery plans and procedures reasonably
calculated to fully restore all Work (“Disaster Recovery Plan”), including any warranty, maintenance, and support services, under this Agreement within 72 hours
of the occurrence of a Force Majeure Event affecting any Supplier facility (including any facility of any Subcontractor of Supplier). As used in this Section 33,
“Force Majeure Event” means any delay in performance hereunder caused by: fire, flood, earthquake, atypical elements of nature, riots, civil disorders, epidemics,
pandemics, rebellions or revolutions in any country, changes in governmental rules, laws, regulations, ordinances, permits, or licenses, relating to the Work,
discovery of undisclosed hazardous materials, or any other cause beyond the reasonable control of such Party and not reasonably anticipatable by such Party.
In the event of a Force Majeure Event resulting in the loss by Supplier of any IPC Data or other components of Work provided to IPC, Supplier shall promptly
reprocess such data, resupply such Service components, and re-perform the Work, as applicable, at no additional charge to IPC. If Supplier moves performance
of the Work to a different facility as a result of a Force Majeure Event, IPC shall not be charged for any additional costs associated with such move, including
procurement or shipment costs for components stored or used at a secondary location. All obligations of Supplier under this Agreement shall be fully reinstated
at the time that is 72 hours after the occurrence of such Force Majeure Event even if such Force Majeure Event is then continuing, the intent being that it is
Supplier ’s responsibility to employ sufficient disaster recovery and business continuity planning that it is able to relocate the provision of the Work from a different
Supplier facility, meeting all requirements in this Agreement, within 72 hours of the occurrence of a Force Majeure Event affecting a particular facility. If Supplier
does not restore Work within 72 hours, then IPC may terminate this Agreement upon written notice to Supplier.
END OF GENERAL TERMS AND CONDITIONS—GOODS AND SERVICES

IPC General Terms and Conditions LGL 082 (8/14/2017)
Page 1 of 7

GENERAL TERMS AND CONDITIONS
GOODS AND SERVICES
“Supplier” as used in these General Terms and Conditions – Goods and Services (the “General Terms and Conditions”) means the party contracting with Idaho
Power Company to provide goods and/or services to Idaho Power Company, and those working for, with, or on behalf of that party. Supplier is identified as “Supplier”
on the applicable Idaho Power Company Purchase Order or Contract, as applicable per the heading on such document. “IPC” refers to Idaho Power Company. The
IPC Purchase Order or Contract, as applicable per the heading on such document, is referred to as the “Order.” The Order, these General Terms and Conditions, and
any other terms, conditions, documents, or schedules identified in the IPC Order, are collectively referred to as the “Contract Documents” and are hereby incorporated
by this reference into these General Terms and Conditions. “Goods” and “services” are intended to have their broadest meaning; “services” applies to all labor,
professional, manual and technical, and other human resources, provided by Supplier in fulfillment of the Order; “goods” includes, but is not limited to, Work Product,
project deliverables identified in the Contract Documents, equipment, and materials. “Goods” and “services” may collectively be referred to herein as the “Work”.
Supplier and IPC may also be referred to individually as a “Party” or collectively as the “Parties.”
1. AGREEMENT AS TO TERMS
1.1 The Order is an offer until accepted by Supplier. Supplier’s acceptance of the Order is limited to acceptance of the express terms contained in the Order and
related Contract Documents, without modification. Supplier’s scheduling or shipment of the Work or commencement of performance of services identified in the
Order, or Supplier’s signing of the Order, whichever occurs first, is an effective mode of acceptance of the Order and all terms set forth in the Order and the other
Contract Documents.
1.2 Any proposal for additional or different terms or any attempt by Supplier to vary in any degree any of the terms of the Order, whether in a document preceding
this Order not expressly agreed to in writing by IPC or in Supplier’s acceptance, is hereby objected to and rejected, and the Order shall be deemed accepted by
Supplier without the additional or different terms.
1.3 The Work provided by Supplier pursuant to IPC’s authorization, but prior to the full execution of the Order and related Contract Documents, shall be considered
as having been performed subject to these General Terms and Conditions.
2. SUPPLIER’S RESPONSIBILITY
2.1 Supplier agrees to perform the Order in accordance with the Contract Documents. Supplier agrees to provide sufficient resources as are necessary to timely
and efficiently fulfill Supplier’s obligations under the Order and the Contract Documents. Supplier will furnish and maintain any and all federal, state, county, and
municipal licenses or permits that apply to the Work performed by Supplier.
2.2 Supplier agrees to promptly submit to IPC, in accordance with a schedule approved by IPC, appropriate quantities of drawings and specifications for review and
approval. Supplier also agrees to give IPC access at all reasonable times to Supplier’s facilities for the purposes of inspecting the Order and Supplier’s
performance.
2.3 Supplier agrees to designate an individual who will represent Supplier in all communications, transactions, and matters with IPC associated with the Order. When
requested by IPC, such representative will be present, in person, at the site(s) where Supplier’s performance of the Order is being conducted.
2.4 Supplier will perform in compliance with reasonable and customary safety and work practices and applicable federal, state, and local laws, rules, and regulations.
Supplier is solely responsible for the training of Supplier’s employees, agents, and subcontractors, and the safe condition of the work site during performance of
Supplier’s obligations under the Order.
2.5 None of Supplier’s key personnel, including, but not limited to, managers, supervisors, engineers, computer technicians, and others integral to Supplier’s
performance of the Order and identified by Supplier in a bid or proposal or originally assigned to the performance of the Order may be withdrawn from the
performance of services without prior notice and approval of IPC.
2.6 Supplier agrees to achieve Final Completion of the Work by the “delivery date” specified in the Order (“Completion Date”). If no Completion Date is specified in
the Order or in the other Contract Documents, then the date of delivery and completion shall be six months from the date of the Order.
3. RESPONSIBILITY OF IPC
3.1 IPC shall have the right to review, test, inspect, approve, and accept documents, goods, and/or services to be provided or performed by Supplier. IPC’s review,
testing, inspection, approval, or acceptance of documents, goods, or services provided under the Order, however, shall not be deemed to relieve Supplier of
Supplier’s responsibility for the technical adequacy of Supplier’s Work or performance of Supplier’s obligations.
3.2 Upon timely Final Completion, IPC will pay Supplier the Total (as defined in Section 5) designated on the Order and any other undisputed sums due for properly
approved Amended Totals, as set forth in the following Sections 4 and 5.
4. CHANGES TO THE WORK. IPC may, at any time, by issuance of a formal written amendment to the Order, modify the drawings, designs, specifications,
project tasks or deliverables, methods of shipment, packing, place of delivery, time for performance, of any other aspect of services, or provide for additions or
reductions from the Order. Supplier agrees to promptly proceed with such changes. The changes are subject to these General Terms and Conditions. If IPC’s written request causes a material change to Supplier’s scope of Work and causes Supplier to incur additional cost that cannot be overcome by mitigation
(“Change”), then an equitable adjustment will be made to the Total, the delivery schedule, or the Completion Date, whichever IPC reasonably determines to be
appropriate; provided, however, that Supplier shall waive Supplier’s right to an equitable adjustment if Supplier fails to advise IPC in writing of a Change within
30 calendar days of the occurrence or event that caused the Change. In addition, in the event Supplier requests an equitable adjustment for a Change, Supplier
shall provide IPC a detailed cost and scheduling analysis, in a form acceptable to IPC.
5. COMPENSATION, BILLING, AND PAYMENT
5.1 The total amount of compensation to be paid for an Order (the “Total”) is identified as the “Total This P.O.” on the Order. Changes to the Total may be made
only as set forth in Section 4, and each approved change to the Total will be confirmed in writing by IPC and is referred to herein as an “Amended Total.” If the
Order is other than on a fixed price basis, the rates and pricing schedules, which will be the basis of unit-priced compensation, will be identified in the Order.
Unless otherwise specified in the Contract Documents, payment of the Total is payment in full for all Work identified in the Contract Documents, and for such

IPC General Terms and Conditions LGL 082 (8/14/2017)
Page 2 of 7
other labor, supervision, consulting, materials, equipment, and any and all other charges within the scope of, or reasonably inferable from, the Contract
Documents.
5.2 Billing:
a. With the exception of an Order which the Parties have agreed will be paid by lump sum, Supplier will submit an invoice not more frequently than every 30
days for compensation for that percentage of the Total or Amended Total provided or performed by Supplier in the previous calendar month (based on the
percentage of work completed relative to the Total), less any required retainage or withholding required by IPC. Supplier will not submit invoices in excess
of the Total or Amended Total. IPC may withhold from any payment any damages, backcharges, or claims incurred or reasonably anticipated by IPC to the
extent caused by Supplier.
b. Unless the Contract Documents provide otherwise, each invoice will separately identify and itemize goods and services, and shall include not less than the
following information, as applicable: (i) Supplier name; (ii) the Supplier Order number; (iii) the IPC Purchase Order number, (iv) IPC Contact: name; (v) Ship
To: name; (vi) Remit To: name; (vii) percentage of Order completed and milestones achieved; (viii) goods/service/task/deliverable description as per the
Order; (ix) individuals performing services for which hourly rates are charged; (x) numbers of hours worked; (xi) hourly billing rate; (xii) unit/rate description,
including unit/rate cost and quantity; (xiii) any freight costs paid, (xiv) invoice Total, and (xv) all federal, state, and local taxes imposed upon or on account
of such sale, together with any other information reasonably requested by IPC.
c. Supplier will be paid reimbursable expenses incurred by Supplier only where specifically provided in an Order and only if the types and amounts of each
expense (i) are reasonable and ordinary and customary reimbursable expenses; (ii) are billed to IPC within 60 days of being incurred by Supplier; and (iii)
receipts are provided with the invoice for the expenses.
5.3 Upon approval of Supplier’s invoice by IPC, IPC will pay all non-disputed amounts within 30 days of receipt of the invoice. To the extent IPC disputes or finds
deficient any part of or the entire invoice, Supplier will be notified and may be required to provide IPC with such documents and information as IPC may request
for the purpose of resolving issues in disputed invoices. Payment of an invoice shall not constitute acceptance of the Work and shall be subject to adjustment
for errors, shortages, defects in the Work, damage to IPC for which Supplier is partially or wholly responsible, or other failure of Supplier to meet the requirements
of the Order, and shall not be deemed a waiver of IPC’s right of inspection prior to acceptance of Work.
5.4 Payment for any Work shall not be deemed an acceptance thereof. Nothing in these General Terms and Conditions will be interpreted to mean that IPC has
waived any of its rights or remedies under the Uniform Commercial Code, as amended from time to time.
6. DELIVERY OF WORK. IPC may inspect Work delivered under an Order and may reject any or all of the same if IPC determines, in its discretion, that all or any
portion of them are defective or nonconforming. In addition to other rights and remedies available to IPC, rejected Work may be returned to Supplier at Supplier’s
expense. In such case, IPC may charge Supplier all expenses of such examination and inspection, including, but not limited to, charges relating to repackaging
and reshipping defective or nonconforming Work. Notwithstanding anything to the contrary in the Contract Documents, in the event IPC receives Work whose
defects or nonconformity is not apparent on examination, IPC reserves the right to revoke acceptance, or require that Supplier replace the defective Work, which
shall not be in limitation of any other rights or remedies available to IPC upon Supplier’s breach of this Agreement. Nothing contained in the Order relieves
Supplier in any way from Supplier’s obligation of testing, inspection, and quality control, and shall not be in limitation of IPC’s right to reject defective or
nonconforming Work.
7. FINAL PAYMENT
7.1 The final payment by IPC will be made within 30 days of Final Completion. “Final Completion” of an Order will occur at the earliest time at which all of the
following have been determined by IPC to have been completed:
a. all goods and services specified in the Order have been timely delivered and completed, as applicable, in accordance with the Contract Documents;
b. all deliverables, reports, materials, work product, and equipment related to the Work are satisfactory to IPC, are operational, and have been completed,
provided, and/or installed in accordance with the Contract Documents;
c. any and all performance tests or reviews designated by IPC have been completed to IPC’s satisfaction;
d. all systems are ready for start-up;
e. all “punch list” and deficiency items have been completed per IPC’s specifications;
f. all documents, data, work product, and warranties as may be required by the Contract Documents have been provided to IPC;
g. Supplier has provided Supplier’s affidavit, if requested by IPC, that all indebtedness connected with the Work rendered pursuant to the Order, including but
not limited to, payroll, payments to consulting professionals, suppliers, and others have been fully and finally paid or have provided evidence of release of
any and all liens and consent of surety (if applicable);
h. all site/project cleanup has been finalized; and
i. Supplier has submitted an invoice representing Supplier’s final bill for the Order and marked it “Final Invoice.”
7.2 The final payment will consist of any undisputed balance due to Supplier on the Order and any change made in accordance with these General Terms and
Conditions, and, if applicable, any retention or other withholding withheld by IPC. Tendering the final payment is deemed acceptance by Supplier of the final payment. By accepting the final payment, Supplier releases all claims against IPC, except those expressly reserved in writing by Supplier prior to acceptance of
the final payment.
7.3 Claims for money due or to become due from IPC shall be subject to deduction or set off if Supplier owes or will owe money to IPC, whether Supplier’s obligation relates to the Order or any other transaction between Supplier and IPC.
8. TIME IS OF THE ESSENCE. Time is of the essence in the performance of Supplier’s obligations pursuant to the Order. Supplier shall comply with all schedule
requirements set forth in the Contract Documents, and shall provide a schedule for the performance of the Services if requested by IPC and in a form requested
by IPC. The Total to be paid to Supplier for the Order is based, in large part, upon Supplier’s informed representation to IPC that Supplier has the expertise,
manpower, equipment, materials, and all other resources necessary to complete the Work called for in the Order and as set forth in Section 2.6. Without waiving
any other right or remedy it may have, if IPC determines that Supplier has failed or may fail to timely perform Supplier’s obligations required by the Contract Documents, IPC may direct Supplier at Supplier’s expense to accelerate performance through initiation of such measures as shall be reasonably requested by
IPC, which Supplier agrees to promptly undertake. Supplier agrees that an Order may contain liquidated damages. In the event the Order contains liquidated
damages, Supplier agrees that liquidated damages are not a penalty, but rather represent a reasonable estimate of actual loss and damages that IPC will suffer by reason of Supplier’s failure to complete the Work in accordance with the Contract Documents.
9. SHIPMENT. Unless otherwise expressly stated on the Order, freight cost is not included in the Total and shall be identified separately (if applicable) on the
invoice to IPC. The means of shipment and location to which goods are to be delivered will be identified on the Order. If not so identified, shipment will be made

IPC General Terms and Conditions LGL 082 (8/14/2017)
Page 3 of 7
F.O.B. Destination. IPC shall be responsible only for the actual and standard cost of freight incurred for delivery of goods in the manner set forth in the Order.
Any increases to standard freight costs, such as expediting, shall be paid by Supplier, unless otherwise approved in writing by IPC.
10. INTELLECTUAL PROPERTY INDEMNITY
10.1 Supplier represents and warrants that all Work supplied under this Order shall not infringe on any third party's patent, copyright, trade secret, trade name,
trademark or service mark, or other proprietary right. Supplier shall at Supplier’s own expense defend, indemnify, and hold IPC, its officers, directors, agents,
representatives, employees, customers, and users of IPC's goods and services harmless for, from, and against any and all claims, allegations, liabilities,
damages, and expenses (including attorneys' fees) arising out of, or relating to, any claimed infringement of patents, copyrights, trade secrets, trade names,
trademarks, service marks, or other proprietary right in connection with Work supplied by Supplier under the Order.
10.2 In case IPC is not able to use Supplier’s Work, or any part or component thereof, due to actual or alleged infringement, Supplier shall immediately either: (a)
procure for IPC the right to continue to use such Work or replace it with substantially equivalent non-infringing Work; or (b) modify such Work so that it becomes
non-infringing.
11. PROPRIETARY RIGHTS
11.1 Supplier agrees that all writings, drawings, designs, copyrightable material, inventions (whether or not patentable), improvements, discoveries, developments,
and all works of authorship created by Supplier in performance of the Work hereunder, including all worldwide rights therein under any patent, copyright, trade
secret, confidential information, or any other intellectual property right (collectively “Work Product"), are the sole property of IPC. Supplier immediately and
automatically assigns to IPC all right, title, and interest in and to all such Work Product, and shall perform such further acts needed to transfer, perfect, and
defend IPC's ownership of the Work Product. Supplier shall require Supplier’s subcontractors to execute written assignments of Work Product to effect such
assignment.
11.2 To the extent that Supplier or third parties retain ownership rights in materials delivered with the goods, or upon which the Work Product is based, Supplier
hereby grants to IPC an irrevocable, worldwide, non-exclusive, royalty-free right and license to make, have made, modify, use, distribute, publicly perform or
display, sell, offer to sell, and import such materials. Supplier hereby warrants that Supplier owns or has acquired rights in all such intellectual property necessary
to grant the licenses and intellectual property rights set forth in this Section 11.
12. INSURANCE
12.1 Supplier, at Supplier’s own expense, shall procure and maintain, during the term of performance of Supplier’s obligations pursuant to this Order, the following
types of insurance with limits as specified:
a. Worker’s Compensation Insurance shall be at statutory limits and shall comply with the laws of the state in which the Order is being performed. A waiver of
subrogation in favor of IPC shall be included.
b. Employer Liability Insurance of not less than $1,000,000.
c. Automobile Liability Insurance with a combined single limit of at least $2,000,000 covering all owned, non-owned, or hired automobiles used in connection
with the services. Bodily injury and property damage liability limits shall be each accident combined single limit. An endorsement shall be issued naming
IPC as an additional insured.
d. Commercial General Liability Insurance with a combined single limit of not less than $2,000,000 each occurrence and in the aggregate, combined single
limit. The insurance shall include coverage for contractual liability. An endorsement shall be issued naming IPC as an additional insured.
e. Professional Liability (Errors & Omission) Insurance with a limit of not less than $2,000,000 (this coverage is required when professional services are
provided under the Order).
12.2 Supplier’s subcontractors shall be required by Supplier under the terms of any subcontract to obtain like insurance coverage to that specified in subparagraphs
a, b, c, d, and e of Section 12.1.
12.3 Insurance coverage described above shall be carried with insurance companies reasonably satisfactory to IPC. Prior to Supplier’s commencement of
performance of the Order, Supplier will provide to IPC a certificate of insurance evidencing appropriate insurance coverage and naming IPC as an additional
insured as required above, along with a waiver of subrogation, as required by Section 12.1 above. These certificates will contain a provision that coverage will
not be canceled until at least 30 days prior written notice has been given to IPC.
13. SUBCONTRACTING. If Supplier causes any part of the Order to be performed by a subcontractor, these General Terms and Terms and Conditions shall be
made applicable to such subcontractor(s) and its officers, agents, and employees in all respects. Supplier shall not, in any manner thereby, be discharged from
Supplier’s obligations and liabilities hereunder, but shall be liable for all acts and omissions of any subcontractor, its officers, agents, and employees. IPC shall
have the right, upon request, to review and approve any subcontractor(s). Upon request, copies of all subcontracts shall be furnished to IPC. Supplier shall be
solely responsible for invoicing and the collection of payment from Supplier’s subcontractors, and Supplier’s failure to obtain timely payment from subcontractors shall not in any way affect Supplier’s obligations under the Contract Documents.
14. WARRANTY
14.1 Warranty of Qualifications and Compliance: Supplier represents and warrants that all statements and materials regarding Supplier’s qualifications to perform the Order are true and correct and are not misleading or incomplete for any reason. Supplier warrants and certifies that all items furnished and all services performed
under the Order do and will comply with current applicable standards of the Federal Occupational Safety and Health Act and all other applicable federal, state
and local laws and regulations. 14.2 Warranty of Title: Supplier warrants that title to all Work provided by Supplier will pass to IPC no later than the time of delivery and at such time will be free and
clear, except for amounts owing from IPC to Supplier pursuant to the Order, of liens, claims, security interests, or encumbrances of Supplier, Supplier’s
subcontractors, material suppliers, and other entities claiming an interest in the goods or services provided under the Order. 14.3 Warranty of Workmanship and Quality: Supplier warrants that (a) the Work covered by the Order will be in exact accordance with the Order and related Contract
Documents and the description and specifications provided by Supplier in marketing and technical material provided to IPC in relation to the Order; (b) the goods
will be free from defects in material, design, and workmanship, new, and merchantable; and (c) services will be performed with the highest degree of professional skill and care of professionals in the same industry and consistent with IPC’s intended results. Supplier further warrants that any goods comprising computer
hardware or software, and supplied by Supplier; (i) are free from viruses, defects, disabling codes, software routines, or hardware components designed to
permit (either automatically or through externally applied controls) unauthorized access or allow the goods to be disabled, have content erased, or otherwise be harmed (collectively, “Contaminants”), have been duly tested to ensure that there are no such Contaminants, and are subject to recognized and appropriate

IPC General Terms and Conditions LGL 082 (8/14/2017)
Page 4 of 7
release procedures including the latest version of a proprietary virus detection software package standard in the industry, and Supplier shall ensure that
corresponding obligations are imposed on Supplier’s subcontractors or agents; (ii) have been obtained from a reputable and reliable software developer and not
through any interest group or multi-organizational software sharing scheme, and do not include any open source, freeware, or shareware; and (iii) will comply
and function substantially in accordance with any related user documentation.
14.4 Inspection and Right of Access and to Accelerate: Supplier agrees that IPC may perform inspections of Work being provided by Supplier in the course of
Supplier’s performance of the Order, including, but not limited to, inspection of any material, work product, and equipment furnished by Supplier. Supplier shall
furnish access to Supplier’s facilities to IPC and its agents during standard business hours and at the locations requested by IPC, for the purpose of carrying out
such inspections. IPC shall not have any duty to make such inspections, and any inspection by IPC shall not limit IPC’s rights and remedies in any way.
14.5 Survival of Warranties: The foregoing warranties are in addition to all other warranties, expressed or implied, and shall survive any delivery, inspection,
acceptance, and payment by IPC. Supplier’s warranties shall be effective for the period of time either (a) set forth on the face of the Order, or (b) set forth in a
writing provided by Supplier or agreed upon by Supplier, or (c) 18 months from the date of Final Payment, whichever is greater. If any goods or services furnished
hereunder do not meet the warranties specified herein, IPC may, at its option: (i) require Supplier to correct, at no cost to IPC, any defective or nonconforming
goods or services by repair or replacement within seven days of notice to Supplier; (ii) return such defective or nonconforming goods at Supplier’s expense to
Supplier and recover from Supplier the price thereof, together with any damages resulting there from; (iii) correct the defective or nonconforming goods or
services itself and charge Supplier with the cost of such correction; or (iv) accept the defective or nonconforming goods or services at a reduced price.
15. TERMINATION; REMEDIES
15.1 Termination for Cause. If either Party materially breaches the Order or any Contract Document and the material breach is not cured within 10 calendar days
after the non-breaching Party gives the breaching Party written notice thereof, then the non-breaching Party may elect to terminate the Order and any of the
Contract Documents by giving the breaching Party written notice of the termination; provided, however, that if the nature of the breach is such that it could not
reasonably be cured within the 10 calendar day period, then the non-breaching Party may terminate the Order and any of the Contract documents immediately
upon providing written notice to the breaching Party. In the event the Order contains liquidated damages, Supplier agrees that IPC may terminate the Order
under this Section 15.1 if IPC assesses liquidated damages in an amount equal to the liquidated damages cap, if any.
15.2 Termination for Convenience. Subject to Section 15.4(c) below, IPC may terminate all or any portion of the Order at any time and for any reason without cause
and without penalty by giving notice to Supplier.
15.3 Termination Upon Bankruptcy or Insolvency Events. IPC may, by notice to Supplier, terminate in whole or in part the Order and any Contract Document in the
event of suspension of Supplier’s business, Supplier’s insolvency, institution of bankruptcy, reorganization, or liquidation proceedings by or against Supplier, the
appointment of a trustee or receiver for Supplier’s property or business or any assignments by Supplier for the benefit of one or more creditors.
15.4 Effect of Termination.
a. In the event of termination of an Order or Contract Document pursuant to Section 15.1, 15.2, or 15.3, all obligations of the Parties (other than those
obligations that expressly or by nature survive termination) shall terminate, Supplier shall promptly return to IPC all IPC confidential information, materials,
files and other information specific to the Order performed for IPC in a form and format acceptable to IPC, as well as any partially completed Work Product.
Upon request by IPC, Supplier shall certify in writing that Supplier has returned all information obtained from IPC.
b. In the event of termination by IPC pursuant to Section 15.1, Supplier shall be liable for the Supplier Termination Payment. For purposes of the Contract
Documents, “Supplier Termination Payment” means the difference, if positive, between (a) the sum of (i) all costs and expenses incurred by IPC to complete
(or cure deficiencies in) the Work under the Order(s) terminated by IPC, including compensation for obtaining a replacement goods supplier and
replacement goods, and for obtaining any additional services required as a consequence of IPC’s termination of the Order resulting from Supplier’s material
breach, (ii) all other reasonable costs, expenses and damages suffered by IPC as a result of such termination of the Order(s), including any additional
costs payable to the Supplier as a result of such termination by IPC, and (iii) all amounts previously paid to Supplier under the Contract Documents with
respect to such Work and terminated Orders, less (b) the Total.
c. In the event of termination by IPC pursuant to Section 15.2, IPC’s liability shall be the lesser of: (a) actual non-recoverable costs incurred by Supplier that
Supplier can demonstrate were properly incurred prior to the date of termination; or (b) the contract price per finished unit, after giving effect to any discount
to which IPC would otherwise be entitled. In the event of termination of any separate services specifically ordered, Supplier shall be entitled to receive
payment for complying goods delivered and services actually performed in accordance with the Contract Documents, but only to the extent there is no
dispute or applicable offsets or withholdings related to the services. Supplier shall promptly refund all prepaid but unearned monies to IPC and assign to
IPC all subcontracts with Supplier’s subcontractors, if directed by IPC. In any event, Supplier shall not be entitled to receive payment for goods not delivered
and services not provided, or for costs and expenses associated therewith.
d. Upon receipt of a termination notice, Supplier shall, unless otherwise directed, cease Work and follow IPC’s directions as to disposal of supplies and Work
in progress and finished goods.
e. OTHER THAN IN THE EVENT OF TERMINATION DUE TO IPC’S MATERIAL BREACH PURSUANT TO SECTION 15.1, THE FOREGOING STATES IPC’S ENTIRE LIABILITY FOR TERMINATION.
15.5 Termination Not Exclusive Remedy; Remedies Cumulative. The rights and remedies of IPC provided in this Section 15 shall not be exclusive and are in addition
to any other rights and remedies provided by law or in equity or in the Contract Documents. IPC’s remedies shall be cumulative and remedies herein specified do not exclude any remedies allowed by law or in equity. Waiver of any breach shall not constitute waiver of any other breach of the same or any other provision.
16. TITLE; RISK OF LOSS; IPC PROPERTY
16.1 Supplier warrants title to all goods sold. Supplier bears the risk of loss or damage to the items purchased under this Order until they are delivered in conformity with this Order at IPC’s delivery point, IPC has determined that they conform to the description set forth in the Order (or expressly waives nonconformity), and
accepts the goods. Upon such acceptance by IPC, Supplier’s responsibility for loss or damage to the goods shall cease, except for loss or damages to the
goods that occurred prior to acceptance or that result from Supplier’s negligence or misconduct. 16.2 All drawings, artwork, data, material, supplies, equipment, tooling, dies, molds, fixtures, and patterns furnished or paid for by IPC and used by Supplier or
Supplier’s subcontractors shall be held at Supplier’s sole risk and, upon IPC’s request, shall be returned to IPC in good condition..
17. FORCE MAJEURE
17.1 Neither Party shall be liable for any breach, default, or delay in the performance of the obligations under the Order if and to the extent such default or delay is
caused by fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, rebellions or revolutions, unanticipated changes in governmental laws
and regulations, or any other cause beyond the reasonable control of such Party (a “Force Majeure Event”); provided the non-performing Party is without

IPC General Terms and Conditions LGL 082 (8/14/2017)
Page 5 of 7
fault in causing such breach, default, or delay, and such breach, default or delay could not have been prevented by reasonable precautions and cannot
reasonably be circumvented by the non-performing Party through the use of alternate sources, work-around plans, or other means. For purposes of clarity,
late delivery of goods or performance of services by Supplier’s suppliers or vendors shall not constitute a Force Majeure Event nor form the basis for limiting
any liquidated damages payable in connection with an Order.
17.2 The Party claiming a Force Majeure Event must give the other Party immediate written notice of the Force Majeure Event and the time for
resumption of performance (if applicable) by that Party.
18. INDEMNIFICATION
18.1 Supplier agrees to indemnify, defend, reimburse, and hold harmless IPC and its successors and its and their respective directors, officers, members, employees,
representatives, and agents (collectively, the “Indemnities”), from, for, and against any and all allegations, claims, liens, losses, demands, damages, expenses,
suits, judgments, and costs of any kind whatsoever (collectively, “Damages”), whether actual or merely alleged and whether directly incurred or from a third party,
including, without limitation, settlement costs, court costs, and attorneys’ and expert witness fees and expenses, arising out of, or relating to: (a) Supplier’s (and,
for purposes of clarity, those of Supplier’s agents, subcontractors, and independent contractors) acts, negligence, omissions, or willful misconduct; (b) Work
supplied hereunder; (c) a breach of any of Supplier’s representations, warranties, or covenants, or any other term and condition of the Contract Documents; (d)
a claim that any goods or services furnished hereunder infringe upon or misappropriate any patent, copyright, trademark, trade secret, or other intellectual property
interest of another; (e) a claim of any lien, security interest or other encumbrance made by a third party; or (f) a violation of federal or state law, regulation, statute,
or ordinance. This indemnity shall apply without regard to whether the Damages are based on breach of contract, breach of warranty, negligence, strict liability,
or other tort. This indemnity shall survive delivery and acceptance of the Work.
18.2 At the request of IPC, Supplier shall defend any action, claim or suit asserting a claim, which might be covered by this indemnity. Supplier shall pay all costs and
expenses that may be incurred by IPC in enforcing this indemnity and defense agreement, including attorney’s fees and costs actually paid by IPC.
18.3 If IPC seeks indemnification from Supplier, IPC shall: (a) notify Supplier of the assertion of any claim; (b) provide reasonable assistance (at Supplier’s expense)
in connection with the defense; (c) be entitled to pre-approve any settlement; and (d) be entitled to, in the exercise of reasonable discretion, pre-approve legal
counsel selected by Supplier.
19. RECORDS
19.1 Supplier will maintain books and accounts of the costs relating to Supplier’s performance of the Order with generally accepted accounting principles and practices
for Supplier’s particular industry or profession. Supplier’s records will be kept in such a manner and in sufficient detail to clearly disclose the nature and amount
of Work provided by Supplier, costs pertaining to the Order, and the basis for charges or allocations to the Order.
19.2 Supplier agrees to retain all records and results of the Work performed under the Order for period of not less than three years after Final Completion. At IPC’s
request, Supplier will deliver either the original or a copy of any and all field notes, investigative notes, tests, photos, records, calculations, summaries, reports,
and records produced and collected by Supplier, Supplier’s agents, employees, and subcontractors, in the course of performance of the Order.
19.3 IPC will have access at all reasonable times, during the performance of obligations under this Order and for a period of three years thereafter, to all of Supplier’s
accounts and records pertaining or related to the Order for the purpose of verifying or reviewing the quality, quantity, and Supplier’s progress of performance of
the Order, reimbursable costs, amounts claimed by Supplier, and estimates of cost for fixed rates, labor and material rates, and for any other reasonable purpose.
20. HAZARDOUS WASTE AND INDEMNIFICATION
20.1 For purposes of the Order, “Hazardous Materials” means any substance or material which is defined as or included in the definition of “hazardous substances,”
“hazardous wastes,” “hazardous materials,” “extremely hazardous waste,” “acutely hazardous wastes,” “restricted hazardous waste,” “toxic substances,” or “known
to cause cancer or reproductive toxicity” (or words of similar import), petroleum products (including crude oil or any fraction thereof), or any other chemical,
substance, or material which is prohibited, limited, or regulated under any federal, state, or local law, ordinance, regulation, order, permit, license, decree, common
law, or treaty now or hereafter in force regulating, relating to, or imposing liability or standards concerning materials or substances known or suspected to be toxic
or hazardous to health or safety, the environment, or natural resources.
20.2 Supplier shall not cause or permit any Hazardous Materials to be brought upon, kept, or used in or about IPC’s premises without the prior written consent of IPC,
which shall not be unreasonably withheld provided Supplier demonstrate to IPC’s satisfaction that such Hazardous Materials are necessary or useful to the Work
Supplier is providing under the Order and will be used, kept, stored, and cleaned up in a manner that complies with all laws regulating any such Hazardous
Materials so brought upon or used or kept in or about IPC’s premises.
20.3 Supplier, on Supplier’s own behalf and on behalf of Supplier’s agents, representatives, and subcontractors agree to indemnify, hold harmless, and defend the
Indemnitees from and against any and all Damages that any or all of the Indemnitees may hereafter suffer, incur, be responsible for, or pay out, including for
personal injuries, property damage, or contamination of or adverse effects on the environment, arising out of or relating to the breach of any of Supplier’s representations, covenants, or warranties set forth in the Order, or any of Supplier’s negligent actions or omissions or willful misconduct in the performance of the
Order, or the violation of any law, ordinance, or regulation relating directly or indirectly to Hazardous Materials. Such indemnity shall exclude Damages that are
the result of any negligent actions or omissions or willful misconduct of the Indemnities or their employees, officers, owners, directors, subcontractors, or agents. The indemnification obligations hereunder shall remain in force and effect after termination of the Order.
21. GOVERNING LAW / VENUE. Enforcement and interpretation of the Contract Documents shall be governed by and construed in accordance with the laws of
the state of Idaho, notwithstanding its choice of law provisions. Venue for any enforcement or interpretation or other proceeding shall be in Ada County, Idaho.
22. INDEPENDENT CONTRACTOR. Supplier agrees to perform the Order as an independent contractor. Nothing contained in the Contract Documents shall create
or be construed as creating the relationship of employer and employee, or partnership, or joint venture between IPC and Supplier, or between IPC and any
person or persons employed or engaged by Supplier.

IPC General Terms and Conditions LGL 082 (8/14/2017)
Page 6 of 7
23. EQUAL EMPLOYMENT.
23.1 During performance of Supplier’s obligations under the Order, Supplier agrees to comply with all applicable equal employment opportunity, small business, and
affirmative action laws and regulations. If applicable, Contractor and any subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a),
60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or
individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover,
these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment
individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.
23.2 To the extent Executive Order 13496 applies to this Agreement or the Work performed hereunder, the text of 29 CFR Part 471, Appendix A to Subpart A (as
amended, modified, restated or supplemented from time to time) is hereby incorporated by reference into this Agreement as if set forth fully herein. Contractor
and any subcontractor shall comply with all requirements set forth in 29 CFR Part 471, Appendix A to Subpart A.
24. NON-ASSIGNABILITY. Neither the Order, nor any part thereof, may be assigned or delegated by Supplier, by operation of law or otherwise, without the express
written consent of IPC. Any attempt to assign or delegate the Order will be void.
25. SURVIVAL. All terms in the Contract Documents relating to warranty, indemnification, confidentiality, and those provisions which, by their nature, survive
expiration, cancellation, or other termination of the Order, shall remain in full force and shall survive such expiration, cancellation, or termination of the Order.
26. ENTIRE AGREEMENT; AMENDMENT. The Contract Documents, amendments thereto, and the exhibits, addenda, and schedules which are included in any
one or more of those documents, constitute the entire agreement between the Parties with respect to this Order. In the event of any conflict or inconsistency
between this document and any other document comprising the Contract Documents, the terms and provisions set forth in these General Terms and Conditions,
as amended from time to time, shall apply. There are no oral or written understandings, representations, or commitments of any kind, express or implied, which
are not expressly described in the Contract Documents. The Contract Documents may not be modified other than by the method described in Section 4 of these
General Terms and Conditions; any other modification must be in writing signed by both Parties.
27. WAIVER. The rights and remedies of the Parties are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising any right,
power, or privilege under the Order will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or
privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent
permitted by applicable law, no waiver that may be given by a Party will be applicable except in the specific instance for which it is given; and no notice to or
demand on one Party will be deemed to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further action
without notice or demand.
28. SEVERABILITY. Whenever possible, each provision and term of these General Terms and Conditions will be interpreted in a manner to be effective and valid,
but if any provision or term is held to be prohibited by law or invalid, then such provision or term will be ineffective only to the extent of such prohibition or
invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of the General
Terms and Conditions. If any of the covenants set forth in these General Terms and Conditions are held to be unreasonable, arbitrary, or against public policy,
such covenants will be considered divisible with respect to scope and time, and in such lesser scope or time will be effective, binding, and enforceable.
29. CONFIDENTIALITY. IPC and Supplier (as to information disclosed, the “Disclosing Party”) may each provide the other Party (as to information received, the
“Receiving Party”) with Confidential Information. “Confidential Information” means (a) all terms of the Contract Documents, (b) all information that is designated
in writing as “confidential” or “proprietary” by the Disclosing Party at the time of written disclosure, (c) all information that is orally designated as “confidential” or
“proprietary” by Disclosing Party at the time of oral disclosure and is confirmed to be “confidential” or “proprietary” in writing within 10 days after oral disclosure;
and (d) All Critical Energy/Electric Infrastructure Information (“CEII”), as defined by the Code of Federal Regulations, Title 18, Section 388. CEII includes both
Critical Energy Infrastructure Information and Critical Electric Infrastructure Information. As used in these General Terms and Conditions, Critical Energy
Infrastructure Information means specific engineering, vulnerability, or detailed design information about proposed or existing critical infrastructure that: i)
contains detail about production, generation, transportation, or distribution of energy; ii) could be useful to a person planning an attack on critical infrastructure;
iii) is exempt from mandatory disclosure under the Freedom of Information Act, 5 U.S.C. 55; and iv) does not simply give the general location of the critical
infrastructure. Critical Electric Infrastructure Information means information related to critical electric infrastructure, or proposed critical electrical infrastructure,
generated by or provided to the Federal Energy Regulatory Commission (“FERC”) or other Federal agency other than classified national information, that is
designated as critical electric infrastructure information by FERC or the Secretary of the Department of Energy pursuant to section 215A(d) of the Federal Power
Act. CEII includes, but is not necessarily limited to: transmission conductor details, transmission structure design details, planned or expected transmission
outages critical to the power system, substation design details, control center locations or design details, power plant facility design details, geographic
coordinates more specific than line routes and natural gas line locations or design details. Receiving Party agrees: (i) to use the Confidential Information only in
connection with the Contract Documents and permitted use(s) and maintenance of goods and services, (ii) to take reasonable measures to safeguard and
prevent disclosure of the Confidential Information, except to its employees, agents, or financing parties who have a need to know for the Receiving Party to
perform its obligations under the Contract Documents or to use and maintain goods or services, and (iii) that it will not disclose the Confidential Information to any person, firm or corporation, or use such Confidential Information for any purpose other than as necessary to perform its obligations under the Contract
Documents or to use or maintain the goods or services. Supplier shall not make any public announcement about the Contract Documents or associated
transaction, including their existence, without prior written approval by IPC. The obligations of this Section 29 shall not apply as to any portion of the Confidential Information that: (i) is or becomes generally available to the public other than from disclosure by Receiving Party, its representatives, or its affiliates; (ii) is or
becomes available to Receiving Party or its representatives or affiliates on a non-confidential basis from a source other than Disclosing Party when the source
is not, to the best of Receiving Party’s knowledge, subject to a confidentiality obligation to Disclosing Party; (iii) is independently developed by Receiving Party, its representatives or affiliates, without reference to the Confidential Information; (iv) is required to be disclosed by law, a valid legal process, or a government
agency; (v) is approved for disclosure in writing by an authorized representative of Disclosing Party; or (vi) the Receiving Party discloses to its advisors for
analytical purposes, provided that such financial advisors are subject to an obligation as to confidentiality no less onerous than that set out in this Section 29. This Section 29 does not supersede, and shall be deemed to supplement, any separate confidentiality or nondisclosure agreement signed by the Parties.
30. STANDARD OF PERFORMANCE. Supplier agrees that the Work will be performed with the highest degree of professional skill and care of professionals in
the same industry and consistent with IPC’s intended results.

IPC General Terms and Conditions LGL 082 (8/14/2017)
Page 7 of 7
31. INFORMATION SECURITY. Supplier shall comply with IPC’s information security policies and requirements at all times during the performance of Supplier’s
obligations under the Order. Each of Supplier’s personnel who require electronic access to any network or information system owned by IPC are required to
complete IPC’s on-line Information Security for Consultants, Vendors and Third Parties training. Upon successful completion of the training, Supplier’s personnel
and agents must sign an agreement to comply with all IPC information security standards prior to receiving access, and Supplier agrees to cause such personnel
and agents to comply with such standards.
32. SECURITY SCREENING. Supplier acknowledges and agrees that certain portions of IPC’s premises may have restricted access and may require prior
authorization or an IPC designated escort to allow Supplier access. Supplier further acknowledges and agrees that electronic access to any IPC network or
information system owned by IPC requires prior authorization by IPC. If requested, Supplier agrees to comply (and cause Supplier’s agents and subcontractors
to comply) and certify, at Supplier’s expense, with all IPC requirements, policies, requests and procedures relating to physical access to IPC property or (as
applicable) electronic access to any network or information system owned by IPC, including, but not limited to, employee and subcontractor drug screening,
seven year background checks, social security number verification, and other similar procedures. No work can begin until these requirements have been met.
33. SUPPLIER CODE OF CONDUCT. At all times during the term of this Agreement, Supplier agrees to comply with IPC’s Supplier Code of Conduct, as revised
from time to time, available at www.idahopower.com/AboutUs/BusinessToBusiness/default.cfm.

END OF GENERAL TERMS AND CONDITIONS—GOODS AND SERVICES

IPC General Terms and Conditions LGL 082 (11/15/2018)
Page 1 of 8

GENERAL TERMS AND CONDITIONS
GOODS AND SERVICES
“Supplier” as used in these General Terms and Conditions – Goods and Services (the “General Terms and Conditions”) means the party contracting with Idaho
Power Company to provide Goods (defined below) and/or Services (defined below) to Idaho Power Company, and those working for, with, or on behalf of that party.
Supplier is identified as “Supplier” on the applicable Idaho Power Company Purchase Order or Contract, as applicable per the heading on such document. “IPC” refers
to Idaho Power Company. The IPC Purchase Order or Contract, as applicable per the heading on such document, is referred to as the “Order.” The Order, these
General Terms and Conditions, and any other terms, conditions, documents, or schedules identified in the IPC Order, are collectively referred to as the “Contract
Documents” and are hereby incorporated by this reference into these General Terms and Conditions. “Goods” and “Services” are intended to have their broadest
meaning; “Services” applies to all labor, professional, manual and technical, and other human resources, provided by Supplier in fulfillment of the Order; “Goods”
includes, but is not limited to, Work Product, project deliverables identified in the Contract Documents, equipment, and materials. “Goods” and “Services” may
collectively be referred to herein as the “Work.” Supplier and IPC may also be referred to individually as a “Party” or collectively as the “Parties.”
1. AGREEMENT AS TO TERMS
1.1 The Order is an offer until accepted by Supplier. Supplier’s acceptance of the Order is limited to acceptance of the express terms contained in the Order and
related Contract Documents, without modification. Supplier’s scheduling or shipment of the Work or commencement of performance of Services identified in the
Order, or Supplier’s signing of the Order, whichever occurs first, is an effective mode of acceptance of the Order and all terms set forth in the Order and the other
Contract Documents.
1.2 Any proposal for additional or different terms or any attempt by Supplier to vary in any degree any of the terms of the Order, whether in a document preceding
this Order not expressly agreed to in writing by IPC or in Supplier’s acceptance, is hereby objected to and rejected, and the Order shall be deemed accepted by
Supplier without the additional or different terms.
1.3 The Work provided by Supplier pursuant to IPC’s authorization, but prior to the full execution of the Order and related Contract Documents, shall be considered
as having been performed subject to these General Terms and Conditions.
2. SUPPLIER’S RESPONSIBILITY
2.1 Supplier agrees to perform the Order in accordance with the Contract Documents. Supplier agrees to provide sufficient resources as are necessary to timely
and efficiently fulfill Supplier’s obligations under the Order and the Contract Documents. Supplier will furnish and maintain any and all federal, state, county, and
municipal licenses or permits that apply to the Work performed by Supplier.
2.2 Supplier agrees to promptly submit to IPC, in accordance with a schedule approved by IPC, appropriate quantities of drawings and specifications for review and
approval. Supplier also agrees to give IPC access at all reasonable times to Supplier’s facilities for the purposes of inspecting the Order and Supplier’s
performance.
2.3 Supplier agrees to designate an individual who will represent Supplier in all communications, transactions, and matters with IPC associated with the Order. When
requested by IPC, such representative will be present, in person, at the site(s) where Supplier’s performance of the Order is being conducted.
2.4 Supplier will perform in compliance with reasonable and customary safety and work practices and applicable federal, state, and local laws, rules, and regulations.
Supplier is solely responsible for the training of Supplier’s employees, agents, and Subcontractors (defined in Section 31.7), and the safe condition of the work
site during performance of Supplier’s obligations under the Order.
2.5 None of Supplier’s key personnel, including, but not limited to, managers, supervisors, engineers, computer technicians, and others integral to Supplier’s
performance of the Order and identified by Supplier in a bid or proposal or originally assigned to the performance of the Order may be withdrawn from the
performance of Services without prior notice and approval of IPC.
2.6 Supplier agrees to achieve Final Completion of the Work by the “delivery date” specified in the Order (“Completion Date”). If no Completion Date is specified in
the Order or in the other Contract Documents, then the date of delivery and completion shall be six months from the date of the Order.
3. RESPONSIBILITY OF IPC
3.1 IPC shall have the right to review, test, inspect, approve, and accept documents, Goods, and/or Services to be provided or performed by Supplier. IPC’s review,
testing, inspection, approval, or acceptance of documents, Goods, or Services provided under the Order, however, shall not be deemed to relieve Supplier of
Supplier’s responsibility for the technical adequacy of Supplier’s Work or performance of Supplier’s obligations.
3.2 Upon timely Final Completion, IPC will pay Supplier the Total (as defined in Section 5) designated on the Order and any other undisputed sums due for properly
approved Amended Totals, as set forth in the following Sections 4 and 5.
4. CHANGES TO THE WORK. IPC may, at any time, by issuance of a formal written amendment to the Order, modify the drawings, designs, specifications,
project tasks or deliverables, methods of shipment, packing, place of delivery, time for performance, of any other aspect of Services, or provide for additions or
reductions from the Order. Supplier agrees to promptly proceed with such changes. The changes are subject to these General Terms and Conditions. If IPC’s written request causes a material change to Supplier’s scope of Work and causes Supplier to incur additional cost that cannot be overcome by mitigation
(“Change”), then an equitable adjustment will be made to the Total, the delivery schedule, or the Completion Date, whichever IPC reasonably determines to be
appropriate; provided, however, that Supplier shall waive Supplier’s right to an equitable adjustment if Supplier fails to advise IPC in writing of a Change within
30 calendar days of the occurrence or event that caused the Change. In addition, in the event Supplier requests an equitable adjustment for a Change, Supplier
shall provide IPC a detailed cost and scheduling analysis, in a form acceptable to IPC.
5. COMPENSATION, BILLING, AND PAYMENT
5.1 The total amount of compensation to be paid for an Order (the “Total”) is identified as the “Total This P.O.” on the Order. Changes to the Total may be made
only as set forth in Section 4, and each approved change to the Total will be confirmed in writing by IPC and is referred to herein as an “Amended Total.” If the
Order is other than on a fixed price basis, the rates and pricing schedules, which will be the basis of unit-priced compensation, will be identified in the Order.
Unless otherwise specified in the Contract Documents, payment of the Total is payment in full for all Work identified in the Contract Documents, and for such

IPC General Terms and Conditions LGL 082 (11/15/2018)
Page 2 of 8
other labor, supervision, consulting, materials, equipment, and any and all other charges within the scope of, or reasonably inferable from, the Contract
Documents.
5.2 Billing:
a. With the exception of an Order which the Parties have agreed will be paid by lump sum, Supplier will submit an invoice not more frequently than every 30
days for compensation for that percentage of the Total or Amended Total provided or performed by Supplier in the previous calendar month (based on the
percentage of work completed relative to the Total), less any required retainage or withholding required by IPC. Supplier will not submit invoices in excess
of the Total or Amended Total. IPC may withhold from any payment any damages, backcharges, or claims incurred or reasonably anticipated by IPC to the
extent caused by Supplier.
b. Unless the Contract Documents provide otherwise, each invoice will separately identify and itemize Goods and Services, and shall include not less than the
following information, as applicable: (i) Supplier name; (ii) the Supplier Order number; (iii) the IPC Purchase Order number, (iv) IPC Contact: name; (v) Ship
To: name; (vi) Remit To: name; (vii) percentage of Order completed and milestones achieved; (viii) Goods/Service/task/deliverable description as per the
Order; (ix) individuals performing Services for which hourly rates are charged; (x) numbers of hours worked; (xi) hourly billing rate; (xii) unit/rate description,
including unit/rate cost and quantity; (xiii) any freight costs paid, (xiv) invoice Total, and (xv) all federal, state, and local taxes imposed upon or on account
of such sale, together with any other information reasonably requested by IPC.
c. Supplier will be paid reimbursable expenses incurred by Supplier only where specifically provided in an Order and only if the types and amounts of each
expense (i) are reasonable and ordinary and customary reimbursable expenses; (ii) are billed to IPC within 60 days of being incurred by Supplier; and (iii)
receipts are provided with the invoice for the expenses.
5.3 Upon approval of Supplier’s invoice by IPC, IPC will pay all non-disputed amounts within 30 days of receipt of the invoice, provided however, that any IPC’s
payment is not due unless Supplier is in compliance with all provisions of the Contract Documents, including without limitation, all applicable insurance
requirements set forth in Section 12 below. To the extent IPC disputes or finds deficient any part of or the entire invoice, Supplier will be notified and may be
required to provide IPC with such documents and information as IPC may request for the purpose of resolving issues in disputed invoices. Payment of an invoice
shall not constitute acceptance of the Work and shall be subject to adjustment for errors, shortages, defects in the Work, damage to IPC for which Supplier is
partially or wholly responsible, or other failure of Supplier to meet the requirements of the Order, and shall not be deemed a waiver of IPC’s right of inspection
prior to acceptance of Work.
5.4 Payment for any Work shall not be deemed an acceptance thereof. Nothing in these General Terms and Conditions will be interpreted to mean that IPC has
waived any of its rights or remedies under the Uniform Commercial Code, as amended from time to time.
6. DELIVERY OF WORK. IPC may inspect Work delivered under an Order and may reject any or all of the same if IPC determines, in its discretion, that all or any
portion of them are defective or nonconforming. In addition to other rights and remedies available to IPC, rejected Work may be returned to Supplier at Supplier’s
expense. In such case, IPC may charge Supplier all expenses of such examination and inspection, including, but not limited to, charges relating to repackaging
and reshipping defective or nonconforming Work. Notwithstanding anything to the contrary in the Contract Documents, in the event IPC receives Work whose
defects or nonconformity is not apparent on examination, IPC reserves the right to revoke acceptance, or require that Supplier replace the defective Work, which
shall not be in limitation of any other rights or remedies available to IPC upon Supplier’s breach of this Agreement. Nothing contained in the Order relieves
Supplier in any way from Supplier’s obligation of testing, inspection, and quality control, and shall not be in limitation of IPC’s right to reject defective or
nonconforming Work.
7. FINAL PAYMENT
7.1 The final payment by IPC will be made within 30 days of Final Completion. “Final Completion” of an Order will occur at the earliest time at which all of the
following have been determined by IPC to have been completed:
a. all Goods and Services specified in the Order have been timely delivered and completed, as applicable, in accordance with the Contract Documents;
b. all deliverables, reports, materials, work product, and equipment related to the Work are satisfactory to IPC, are operational, and have been completed,
provided, and/or installed in accordance with the Contract Documents;
c. any and all performance tests or reviews designated by IPC have been completed to IPC’s satisfaction;
d. all systems are ready for start-up;
e. all “punch list” and deficiency items have been completed per IPC’s specifications;
f. all documents, data, work product, and warranties as may be required by the Contract Documents have been provided to IPC;
g. Supplier has provided Supplier’s affidavit, if requested by IPC, that all indebtedness connected with the Work rendered pursuant to the Order, including but
not limited to, payroll, payments to consulting professionals, suppliers, and others have been fully and finally paid or have provided evidence of release of
any and all liens and consent of surety (if applicable);
h. all site/project cleanup has been finalized; and
i. Supplier has submitted an invoice representing Supplier’s final bill for the Order and marked it “Final Invoice.” 7.2 The final payment will consist of any undisputed balance due to Supplier on the Order and any change made in accordance with these General Terms and
Conditions, and, if applicable, any retention or other withholding withheld by IPC. Tendering the final payment is deemed acceptance by Supplier of the final
payment. By accepting the final payment, Supplier releases all claims against IPC, except those expressly reserved in writing by Supplier prior to acceptance of the final payment.
7.3 Claims for money due or to become due from IPC shall be subject to deduction or set off if Supplier owes or will owe money to IPC, whether Supplier’s obligation
relates to the Order or any other transaction between Supplier and IPC.
8. TIME IS OF THE ESSENCE. Time is of the essence in the performance of Supplier’s obligations pursuant to the Order. Supplier shall comply with all schedule
requirements set forth in the Contract Documents, and shall provide a schedule for the performance of the Work if requested by IPC and in a form requested by
IPC. The Total to be paid to Supplier for the Order is based, in large part, upon Supplier’s informed representation to IPC that Supplier has the expertise, manpower, equipment, materials, and all other resources necessary to complete the Work called for in the Order and as set forth in Section 2.6. Without waiving
any other right or remedy it may have, if IPC determines that Supplier has failed or may fail to timely perform Supplier’s obligations required by the Contract
Documents, IPC may direct Supplier at Supplier’s expense to accelerate performance through initiation of such measures as shall be reasonably requested by IPC, which Supplier agrees to promptly undertake. Supplier agrees that an Order may contain liquidated damages. In the event the Order contains liquidated
damages, Supplier agrees that liquidated damages are not a penalty, but rather represent a reasonable estimate of actual loss and damages that IPC will suffer
by reason of Supplier’s failure to complete the Work in accordance with the Contract Documents.

IPC General Terms and Conditions LGL 082 (11/15/2018)
Page 3 of 8
9. SHIPMENT. Unless otherwise expressly stated on the Order, freight cost is not included in the Total and shall be identified separately (if applicable) on the
invoice to IPC. The means of shipment and location to which goods are to be delivered will be identified on the Order. If not so identified, shipment will be made
F.O.B. Destination. IPC shall be responsible only for the actual and standard cost of freight incurred for delivery of goods in the manner set forth in the Order.
Any increases to standard freight costs, such as expediting, shall be paid by Supplier, unless otherwise approved in writing by IPC.
10. INTELLECTUAL PROPERTY INDEMNITY
10.1 Supplier represents and warrants that all Work supplied under this Order shall not infringe on any third party's patent, copyright, trade secret, trade name,
trademark or service mark, or other proprietary right. Supplier shall at Supplier’s own expense defend, indemnify, and hold IPC, its officers, directors, agents,
representatives, employees, customers, and users of IPC's Goods and Services harmless for, from, and against any and all claims, allegations, liabilities,
damages, and expenses (including attorneys' fees) arising out of, or relating to, any claimed infringement of patents, copyrights, trade secrets, trade names,
trademarks, service marks, or other proprietary right in connection with Work supplied by Supplier under the Order.
10.2 In case IPC is not able to use Supplier’s Work, or any part or component thereof, due to actual or alleged infringement, Supplier shall immediately either: (a)
procure for IPC the right to continue to use such Work or replace it with substantially equivalent non-infringing Work; or (b) modify such Work so that it becomes
non-infringing.
11. PROPRIETARY RIGHTS
11.1 Supplier agrees that all writings, drawings, designs, copyrightable material, inventions (whether or not patentable), improvements, discoveries, developments,
and all works of authorship created by Supplier in performance of the Work hereunder, including all worldwide rights therein under any patent, copyright, trade
secret, confidential information, or any other intellectual property right (collectively “Work Product"), are the sole property of IPC. Supplier immediately and
automatically assigns to IPC all right, title, and interest in and to all such Work Product, and shall perform such further acts needed to transfer, perfect, and
defend IPC's ownership of the Work Product. Supplier shall require Supplier’s Subcontractors to execute written assignments of Work Product to effect such
assignment.
11.2 To the extent that Supplier or third parties retain ownership rights in materials delivered with the goods, or upon which the Work Product is based, Supplier
hereby grants to IPC an irrevocable, worldwide, non-exclusive, royalty-free right and license to make, have made, modify, use, distribute, publicly perform or
display, sell, offer to sell, and import such materials. Supplier hereby warrants that Supplier owns or has acquired rights in all such intellectual property necessary
to grant the licenses and intellectual property rights set forth in this Section 11.
12. INSURANCE
12.1 Supplier, at Supplier’s own expense, shall procure and maintain, during the term of performance of Supplier’s obligations pursuant to this Order, the following
types of insurance with limits as specified:
a. Worker’s Compensation Insurance shall be at statutory limits and shall comply with the laws of the state in which the Order is being performed. A waiver of
subrogation in favor of IPC shall be included.
b. Employer Liability Insurance of not less than $1,000,000.
c. Automobile Liability Insurance with a combined single limit of at least $2,000,000 covering all owned, non-owned, or hired automobiles used in connection
with the Services. Bodily injury and property damage liability limits shall be each accident combined single limit. An endorsement shall be issued naming
IPC as an additional insured.
d. Commercial General Liability Insurance with a combined single limit of not less than $2,000,000 each occurrence and in the aggregate, combined single
limit. The insurance shall include coverage for contractual liability. An endorsement shall be issued naming IPC as an additional insured.
e. Professional Liability (Errors & Omission) Insurance with a limit of not less than $2,000,000 (this coverage is required when professional services are
provided under the Order).
12.2 Supplier’s Subcontractors shall be required by Supplier under the terms of any subcontract to obtain like insurance coverage to that specified in subparagraphs
a, b, c, d, and e of Section 12.1.
12.3 Insurance coverage described above shall be carried with insurance companies reasonably satisfactory to IPC. Prior to Supplier’s commencement of
performance of the Order, Supplier will provide to IPC a certificate of insurance evidencing appropriate insurance coverage and naming IPC as an additional
insured as required above, along with a waiver of subrogation, as required by Section 12.1 above. These certificates will contain a provision that coverage will
not be canceled until at least 30 days prior written notice has been given to IPC.
13. SUBCONTRACTING. If Supplier causes any part of the Order to be performed by a Subcontractor, these General Terms and Terms and Conditions shall be
made applicable to such Subcontractor(s) and its officers, agents, and employees in all respects. Supplier shall not, in any manner thereby, be discharged from
Supplier’s obligations and liabilities hereunder, but shall be liable for all acts and omissions of any Subcontractor, its officers, agents, and employees. IPC shall have the right, upon request, to review and approve any Subcontractor(s). Upon request, copies of all subcontracts shall be furnished to IPC. Supplier shall be
solely responsible for invoicing and the collection of payment from Supplier’s Subcontractors, and Supplier’s failure to obtain timely payment from Subcontractors
shall not in any way affect Supplier’s obligations under the Contract Documents. Supplier and its Subcontractors shall comply at all times with FAR 52-219-8, Utilization of Small Business Concerns.
14. WARRANTY
14.1 Warranty of Qualifications and Compliance: Supplier represents and warrants that all statements and materials regarding Supplier’s qualifications to perform the Order are true and correct and are not misleading or incomplete for any reason. Supplier warrants and certifies that all items furnished and all Services performed
under the Order do and will comply with current applicable standards of the Federal Occupational Safety and Health Act and all other applicable federal, state
and local laws and regulations. 14.2 Warranty of Title: Supplier warrants that title to all Work provided by Supplier will pass to IPC no later than the time of delivery and at such time will be free and
clear, except for amounts owing from IPC to Supplier pursuant to the Order, of liens, claims, security interests, or encumbrances of Supplier, Supplier’s
Subcontractors, material suppliers, and other entities claiming an interest in the Goods or Services provided under the Order. 14.3 Warranty of Workmanship and Quality: Supplier warrants that (a) the Work covered by the Order will be in exact accordance with the Order and related Contract
Documents and the description and specifications provided by Supplier in marketing and technical material provided to IPC in relation to the Order; (b) the goods
will be free from defects in material, design, and workmanship, new, and merchantable; and (c) Services will be performed with the highest degree of professional skill and care of professionals in the same industry and consistent with IPC’s intended results. Supplier further warrants that any goods comprising computer

IPC General Terms and Conditions LGL 082 (11/15/2018)
Page 4 of 8
hardware or software, and supplied by Supplier; (i) are free from viruses, defects, disabling codes, software routines, or hardware components designed to
permit (either automatically or through externally applied controls) unauthorized access or allow the goods to be disabled, have content erased, or otherwise be
harmed (collectively, “Contaminants”), have been duly tested to ensure that there are no such Contaminants, and are subject to recognized and appropriate
release procedures including the latest version of a proprietary virus detection software package standard in the industry, and Supplier shall ensure that
corresponding obligations are imposed on Supplier’s Subcontractors or agents; (ii) have been obtained from a reputable and reliable software developer and
not through any interest group or multi-organizational software sharing scheme, and do not include any open source, freeware, or shareware; and (iii) will comply
and function substantially in accordance with any related user documentation.
14.4 Inspection and Right of Access and to Accelerate: Supplier agrees that IPC may perform inspections of Work being provided by Supplier in the course of
Supplier’s performance of the Order, including, but not limited to, inspection of any material, work product, and equipment furnished by Supplier. Supplier shall
furnish access to Supplier’s facilities to IPC and its agents during standard business hours and at the locations requested by IPC, for the purpose of carrying out
such inspections. IPC shall not have any duty to make such inspections, and any inspection by IPC shall not limit IPC’s rights and remedies in any way.
14.5 Survival of Warranties: The foregoing warranties are in addition to all other warranties, expressed or implied, and shall survive any delivery, inspection,
acceptance, and payment by IPC. Supplier’s warranties shall be effective for the period of time either (a) set forth on the face of the Order, or (b) set forth in a
writing provided by Supplier or agreed upon by Supplier, or (c) 18 months from the date of Final Payment, whichever is greater. If any Goods or Services
furnished hereunder do not meet the warranties specified herein, IPC may, at its option: (i) require Supplier to correct, at no cost to IPC, any defective or
nonconforming Goods or Services by repair or replacement within seven days of notice to Supplier; (ii) return such defective or nonconforming goods at Supplier’s
expense to Supplier and recover from Supplier the price thereof, together with any damages resulting there from; (iii) correct the defective or nonconforming
Goods or Services itself and charge Supplier with the cost of such correction; or (iv) accept the defective or nonconforming Goods or Services at a reduced
price.
15. TERMINATION; REMEDIES
15.1 Termination for Cause. If either Party materially breaches the Order or any Contract Document and the material breach is not cured within 10 calendar days
after the non-breaching Party gives the breaching Party written notice thereof, then the non-breaching Party may elect to terminate the Order and any of the
Contract Documents by giving the breaching Party written notice of the termination; provided, however, that if the nature of the breach is such that it could not
reasonably be cured within the 10 calendar day period, then the non-breaching Party may terminate the Order and any of the Contract documents immediately
upon providing written notice to the breaching Party. In the event the Order contains liquidated damages, Supplier agrees that IPC may terminate the Order
under this Section 15.1 if IPC assesses liquidated damages in an amount equal to the liquidated damages cap, if any.
15.2 Termination for Convenience. Subject to Section 15.4(c) below, IPC may terminate all or any portion of the Order at any time and for any reason without cause
and without penalty by giving notice to Supplier.
15.3 Termination Upon Bankruptcy or Insolvency Events. IPC may, by notice to Supplier, terminate in whole or in part the Order and any Contract Document in the
event of suspension of Supplier’s business, Supplier’s insolvency, institution of bankruptcy, reorganization, or liquidation proceedings by or against Supplier, the
appointment of a trustee or receiver for Supplier’s property or business or any assignments by Supplier for the benefit of one or more creditors.
15.4 Effect of Termination.
a. In the event of termination of an Order or Contract Document pursuant to Section 15.1, 15.2, or 15.3, all obligations of the Parties (other than those
obligations that expressly or by nature survive termination) shall terminate, Supplier shall promptly return to IPC all IPC confidential information, materials,
files and other information specific to the Order performed for IPC in a form and format acceptable to IPC, as well as any partially completed Work Product.
Upon request by IPC, Supplier shall certify in writing that Supplier has returned all information obtained from IPC.
b. In the event of termination by IPC pursuant to Section 15.1, Supplier shall be liable for the Supplier Termination Payment. For purposes of the Contract
Documents, “Supplier Termination Payment” means the difference, if positive, between (a) the sum of (i) all costs and expenses incurred by IPC to complete
(or cure deficiencies in) the Work under the Order(s) terminated by IPC, including compensation for obtaining a replacement goods supplier and
replacement goods, and for obtaining any additional services required as a consequence of IPC’s termination of the Order resulting from Supplier’s material
breach, (ii) all other reasonable costs, expenses and damages suffered by IPC as a result of such termination of the Order(s), including any additional
costs payable to the Supplier as a result of such termination by IPC, and (iii) all amounts previously paid to Supplier under the Contract Documents with
respect to such Work and terminated Orders, less (b) the Total.
c. In the event of termination by IPC pursuant to Section 15.2, IPC’s liability shall be the lesser of: (a) actual non-recoverable costs incurred by Supplier that
Supplier can demonstrate were properly incurred prior to the date of termination; or (b) the contract price per finished unit, after giving effect to any discount
to which IPC would otherwise be entitled. In the event of termination of any separate services specifically ordered, Supplier shall be entitled to receive
payment for complying Goods delivered and Services actually performed in accordance with the Contract Documents, but only to the extent there is no
dispute or applicable offsets or withholdings related to the Goods or Services. Supplier shall promptly refund all prepaid but unearned monies to IPC and
assign to IPC all subcontracts with Supplier’s Subcontractors, if directed by IPC. In any event, Supplier shall not be entitled to receive payment for Goods not delivered and Services not provided, or for costs and expenses associated therewith.
d. Upon receipt of a termination notice, Supplier shall, unless otherwise directed, cease Work and follow IPC’s directions as to disposal of supplies and Work
in progress and finished Goods. e. OTHER THAN IN THE EVENT OF TERMINATION DUE TO IPC’S MATERIAL BREACH PURSUANT TO SECTION 15.1, THE FOREGOING STATES
IPC’S ENTIRE LIABILITY FOR TERMINATION.
15.5 Termination Not Exclusive Remedy; Remedies Cumulative. The rights and remedies of IPC provided in this Section 15 shall not be exclusive and are in addition to any other rights and remedies provided by law or in equity or in the Contract Documents. IPC’s remedies shall be cumulative and remedies herein specified
do not exclude any remedies allowed by law or in equity. Waiver of any breach shall not constitute waiver of any other breach of the same or any other provision.
16. TITLE; RISK OF LOSS; IPC PROPERTY
16.1 Supplier warrants title to all Goods sold. Supplier bears the risk of loss or damage to the items purchased under this Order until they are delivered in conformity
with this Order at IPC’s delivery point, IPC has determined that they conform to the description set forth in the Order (or expressly waives nonconformity), and
accepts the goods. Upon such acceptance by IPC, Supplier’s responsibility for loss or damage to the Goods shall cease, except for loss or damages to the
Goods that occurred prior to acceptance or that result from Supplier’s negligence or misconduct.
16.2 All drawings, artwork, data, material, supplies, equipment, tooling, dies, molds, fixtures, and patterns furnished or paid for by IPC and used by Supplier or
Supplier’s Subcontractors shall be held at Supplier’s sole risk and, upon IPC’s request, shall be returned to IPC in good condition.

IPC General Terms and Conditions LGL 082 (11/15/2018)
Page 5 of 8
17. FORCE MAJEURE
17.1 Neither Party shall be liable for any breach, default, or delay in the performance of the obligations under the Order if and to the extent such default or delay is
caused by fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, rebellions or revolutions, unanticipated changes in governmental laws
and regulations, or any other cause beyond the reasonable control of such Party (a “Force Majeure Event”); provided the non-performing Party is without
fault in causing such breach, default, or delay, and such breach, default or delay could not have been prevented by reasonable precautions and cannot
reasonably be circumvented by the non-performing Party through the use of alternate sources, work-around plans, or other means. For purposes of clarity,
late delivery of Goods or performance of Services by Supplier’s suppliers or vendors shall not constitute a Force Majeure Event nor form the basis for limiting
any liquidated damages payable in connection with an Order.
17.2 The Party claiming a Force Majeure Event must give the other Party immediate written notice of the Force Majeure Event and the time for
resumption of performance (if applicable) by that Party.
18. INDEMNIFICATION
18.1 Supplier agrees to indemnify, defend, reimburse, and hold harmless IPC and its successors and its and their respective directors, officers, members, employees,
representatives, and agents (collectively, the “Indemnities”), from, for, and against any and all allegations, claims, liens, losses, demands, damages, expenses,
suits, judgments, and costs of any kind whatsoever, including, without limitation, settlement costs, court costs, and attorneys’ and expert witness fees and
expenses (collectively, “Damages”), whether actual or merely alleged from a third party, arising out of, or relating to: (a) Supplier’s (and, for purposes of clarity,
those of Supplier’s agents, Subcontractors, and independent contractors) acts, negligence, omissions, or willful misconduct; (b) Work supplied hereunder; (c) a
breach of any of Supplier’s representations, warranties, or covenants, or any other term and condition of the Contract Documents; (d) a claim that any Goods or
Services furnished hereunder infringe upon or misappropriate any patent, copyright, trademark, trade secret, or other intellectual property interest of another; (e)
a claim of any lien, security interest or other encumbrance made by a third party; or (f) a violation of federal or state law, regulation, statute, or ordinance. This
indemnity shall apply without regard to whether the Damages are based on breach of contract, breach of warranty, negligence, strict liability, or other tort. This
indemnity shall survive delivery and acceptance of the Work.
18.2 At the request of IPC, Supplier shall defend any action, claim or suit asserting a claim, which might be covered by this indemnity. Supplier shall pay all costs and
expenses that may be incurred by IPC in enforcing this indemnity and defense agreement, including attorney’s fees and costs actually paid by IPC.
18.3 If IPC seeks indemnification from Supplier, IPC shall: (a) notify Supplier of the assertion of any claim; (b) provide reasonable assistance (at Supplier’s expense)
in connection with the defense; (c) be entitled to pre-approve any settlement; and (d) be entitled to, in the exercise of reasonable discretion, pre-approve legal
counsel selected by Supplier.
19. RECORDS
19.1 Supplier will maintain books and accounts of the costs relating to Supplier’s performance of the Order with generally accepted accounting principles and practices
for Supplier’s particular industry or profession. Supplier’s records will be kept in such a manner and in sufficient detail to clearly disclose the nature and amount
of Work provided by Supplier, costs pertaining to the Order, and the basis for charges or allocations to the Order.
19.2 Supplier agrees to retain all records and results of the Work performed under the Order for period of not less than three years after Final Completion. At IPC’s
request, Supplier will deliver either the original or a copy of any and all field notes, investigative notes, tests, photos, records, calculations, summaries, reports,
and records produced and collected by Supplier, Supplier’s agents, employees, and Subcontractors, in the course of performance of the Order.
19.3 IPC will have access at all reasonable times, during the performance of obligations under this Order and for a period of three years thereafter, to all of Supplier’s
accounts and records pertaining or related to the Order for the purpose of verifying or reviewing the quality, quantity, and Supplier’s progress of performance of
the Order, reimbursable costs, amounts claimed by Supplier, and estimates of cost for fixed rates, labor and material rates, and for any other reasonable purpose.
20. HAZARDOUS WASTE AND INDEMNIFICATION
20.1 For purposes of the Order, “Hazardous Materials” means any substance or material which is defined as or included in the definition of “hazardous substances,”
“hazardous wastes,” “hazardous materials,” “extremely hazardous waste,” “acutely hazardous wastes,” “restricted hazardous waste,” “toxic substances,” or “known
to cause cancer or reproductive toxicity” (or words of similar import), petroleum products (including crude oil or any fraction thereof), or any other chemical,
substance, or material which is prohibited, limited, or regulated under any federal, state, or local law, ordinance, regulation, order, permit, license, decree, common
law, or treaty now or hereafter in force regulating, relating to, or imposing liability or standards concerning materials or substances known or suspected to be toxic
or hazardous to health or safety, the environment, or natural resources.
20.2 Supplier shall not cause or permit any Hazardous Materials to be brought upon, kept, or used in or about IPC’s premises without the prior written consent of IPC,
which shall not be unreasonably withheld provided Supplier demonstrate to IPC’s satisfaction that such Hazardous Materials are necessary or useful to the Work
Supplier is providing under the Order and will be used, kept, stored, and cleaned up in a manner that complies with all laws regulating any such Hazardous
Materials so brought upon or used or kept in or about IPC’s premises.
20.3 Supplier, on Supplier’s own behalf and on behalf of Supplier’s agents, representatives, and Subcontractors agree to indemnify, hold harmless, and defend the
Indemnitees from and against any and all Damages that any or all of the Indemnitees may hereafter suffer, incur, be responsible for, or pay out, including for personal injuries, property damage, or contamination of or adverse effects on the environment, arising out of or relating to the breach of any of Supplier’s
representations, covenants, or warranties set forth in the Order, or any of Supplier’s negligent actions or omissions or willful misconduct in the performance of the
Order, or the violation of any law, ordinance, or regulation relating directly or indirectly to Hazardous Materials. Such indemnity shall exclude Damages that are the result of any negligent actions or omissions or willful misconduct of the Indemnities or their employees, officers, owners, directors, Subcontractors, or agents.
The indemnification obligations hereunder shall remain in force and effect after termination of the Order.
21. GOVERNING LAW / VENUE. Enforcement and interpretation of the Contract Documents shall be governed by and construed in accordance with the laws of the state of Idaho, notwithstanding its choice of law provisions. Venue for any enforcement or interpretation or other proceeding shall be in Ada County, Idaho.
22. INDEPENDENT CONTRACTOR. Supplier agrees to perform the Order as an independent contractor. Nothing contained in the Contract Documents shall create
or be construed as creating the relationship of employer and employee, or partnership, or joint venture between IPC and Supplier, or between IPC and any person or persons employed or engaged by Supplier.

IPC General Terms and Conditions LGL 082 (11/15/2018)
Page 6 of 8
23. EQUAL EMPLOYMENT.
23.1 During performance of Supplier’s obligations under the Order, Supplier agrees to comply with all applicable equal employment opportunity, small business, and
affirmative action laws and regulations. If applicable, Supplier and any Subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a)
and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals
with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these
regulations require that covered prime contractors and Subcontractors take affirmative action to employ and advance in employment individuals
without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.
23.2 To the extent Executive Order 13496 applies to this Agreement or the Work performed hereunder, the text of 29 CFR Part 471, Appendix A to Subpart A (as
amended, modified, restated or supplemented from time to time) is hereby incorporated by reference into this Agreement as if set forth fully herein. Supplier and
any Subcontractor shall comply with all requirements set forth in 29 CFR Part 471, Appendix A to Subpart A.
24. NON-ASSIGNABILITY. Neither the Order, nor any part thereof, may be assigned or delegated by Supplier, by operation of law or otherwise, without the express
written consent of IPC. Any attempt to assign or delegate the Order will be void.
25. SURVIVAL. All terms in the Contract Documents relating to warranty, indemnification, confidentiality, and those provisions which, by their nature, survive
expiration, cancellation, or other termination of the Order, shall remain in full force and shall survive such expiration, cancellation, or termination of the Order.
26. ENTIRE AGREEMENT; AMENDMENT. The Contract Documents, amendments thereto, and the exhibits, addenda, and schedules which are included in any
one or more of those documents, constitute the entire agreement between the Parties with respect to this Order. In the event of any conflict or inconsistency
between this document and any other document comprising the Contract Documents, the terms and provisions set forth in these General Terms and Conditions,
as amended from time to time, shall apply. There are no oral or written understandings, representations, or commitments of any kind, express or implied, which
are not expressly described in the Contract Documents. Any other prior express or implied agreements executed or made, or understandings between the
Parties, that are not a part of the Contract Documents, with terms that conflict with the terms in the Contract Documents are superseded by the terms of the
Contract Documents. The Contract Documents may not be modified other than by the method described in Section 4 of these General Terms and Conditions;
any other modification must be in writing signed by both Parties.
27. WAIVER. The rights and remedies of the Parties are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising any right,
power, or privilege under the Order will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or
privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent
permitted by applicable law, no waiver that may be given by a Party will be applicable except in the specific instance for which it is given; and no notice to or
demand on one Party will be deemed to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further action
without notice or demand.
28. SEVERABILITY. Whenever possible, each provision and term of these General Terms and Conditions will be interpreted in a manner to be effective and valid,
but if any provision or term is held to be prohibited by law or invalid, then such provision or term will be ineffective only to the extent of such prohibition or
invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of the General
Terms and Conditions. If any of the covenants set forth in these General Terms and Conditions are held to be unreasonable, arbitrary, or against public policy,
such covenants will be considered divisible with respect to scope and time, and in such lesser scope or time will be effective, binding, and enforceable.
29. CONFIDENTIALITY. IPC and Supplier (as to information disclosed, the “Disclosing Party”) may each provide the other Party (as to information received, the
“Receiving Party”) with Confidential Information. “Confidential Information” means (a) all terms of the Contract Documents; and (b) all non-public, confidential,
or proprietary information (including without limitation, all IPC Data as that term is defined in Section 31 below) disclosed by the Disclosing Party to the Receiving
Party or its affiliates, or to any such Receiving Party’s or its affiliates, employees, officers, directors, shareholders, agents, attorneys, accountants, or advisors
(collectively, “Representatives”), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked,
designated or otherwise identified as “confidential”) (in such cases where not so marked or designated, where it would reasonably be expected in the industry
that such information would be deemed confidential). Receiving Party agrees: (i) to use the Confidential Information only in connection with the Contract
Documents and permitted use(s) and maintenance of Goods and Services, (ii) to take reasonable measures to safeguard and prevent disclosure of the
Confidential Information, except to its employees, agents, or financing parties who have a need to know for the Receiving Party to perform its obligations under
the Contract Documents or to use and maintain Goods or Services, and (iii) that it will not disclose the Confidential Information to any person, firm or corporation,
or use such Confidential Information for any purpose other than as necessary to perform its obligations under the Contract Documents or to use or maintain the
Goods or Services. Supplier shall not make any public announcement about the Contract Documents or associated transaction, including their existence, without
prior written approval by IPC. The obligations of this Section 29 shall not apply as to any portion of the Confidential Information that: (i) is or becomes generally
available to the public other than from disclosure by Receiving Party, its representatives, or its affiliates; (ii) is or becomes available to Receiving Party or its
representatives or affiliates on a non-confidential basis from a source other than Disclosing Party when the source is not, to the best of Receiving Party’s
knowledge, subject to a confidentiality obligation to Disclosing Party; (iii) is independently developed by Receiving Party, its representatives or affiliates, without reference to the Confidential Information; (iv) is required to be disclosed by law, a valid legal process, or a government agency; (v) is approved for disclosure in
writing by an authorized representative of Disclosing Party; or (vi) the Receiving Party discloses to its advisors for analytical purposes, provided that such
financial advisors are subject to an obligation as to confidentiality no less onerous than that set out in this Section 29. This Section 29 does not supersede, and shall be deemed to supplement, any separate confidentiality or nondisclosure agreement signed by the Parties.
30. STANDARD OF PERFORMANCE. Supplier agrees that the Work will be performed with the highest degree of professional skill and care of professionals in
the same industry and consistent with IPC’s intended results.
31. DATA OWNERSHIP, DATA SECURITY, AND PHYSICAL AND ELECTRONIC PROTECTION. For purposes of the Contract Documents, “IPC Data” means all
data and information, including but not limited to: 1) data regarding IPC, its customers or vendors (other than Supplier) that is either: (a) furnished, disclosed, or
otherwise made directly or indirectly available to Supplier or its Subcontractors at all tiers by or on behalf of IPC under the Contract Documents; or (b) collected or created by Supplier in the course of performing the Order; and 2) all Critical Energy/Electric Infrastructure Information (“CEII”), as defined by the Code of
Federal Regulations, Title 18, Section 388. CEII includes both Critical Energy Infrastructure Information and Critical Electric Infrastructure Information. As used

IPC General Terms and Conditions LGL 082 (11/15/2018)
Page 7 of 8
in these General Terms and Conditions, Critical Energy Infrastructure Information means specific engineering, vulnerability, or detailed design information about
proposed or existing critical infrastructure that: i) contains detail about production, generation, transportation, or distribution of energy; ii) could be useful to a
person planning an attack on critical infrastructure; iii) is exempt from mandatory disclosure under the Freedom of Information Act, 5 U.S.C. 55; and iv) does not
simply give the general location of the critical infrastructure. Critical Electric Infrastructure Information means information related to critical electric infrastructure,
or proposed critical electrical infrastructure, generated by or provided to the Federal Energy Regulatory Commission (“FERC”) or other Federal agency other
than classified national information, that is designated as critical electric infrastructure information by FERC or the Secretary of the Department of Energy
pursuant to section 215A(d) of the Federal Power Act. CEII includes, but is not necessarily limited to: transmission conductor details, transmission structure
design details, planned or expected transmission outages critical to the power system, substation design details, control center locations or design details, power
plant facility design details, geographic coordinates more specific than line routes and natural gas line locations or design details. IPC Data shall remain the sole
property of IPC. Supplier may not use IPC Data for any purpose other than to perform its obligations under an SOW. IPC Data may not be sold, assigned,
leased or otherwise disposed of or commercially exploited by Supplier.
31.1 Data Security. Supplier represents, warrants, and covenants to IPC that Supplier has developed and implemented, currently has in place, and shall maintain
during the term of this Agreement a comprehensive information security program that includes administrative, technical, and physical safeguards and controls
sufficient to: (i) ensure the security and confidentiality of IPC Data; (ii) protect against anticipated threats or hazards to the security or integrity of such
information; and (iii) protect against unauthorized access to, or disclosure or use of, all IPC Data that Supplier accesses, receives, stores, processes, transmits,
maintains, or possesses (collectively, “Security”). Supplier shall document its Security and all safeguards, procedures, and controls and keep them current in
light of changes in relevant technology and provide IPC with a copy of the same upon request and at no cost to IPC. Such Security shall include, but not be
limited to, the following:
(a) Supplier shall utilize industry-accepted firewalls, up-to-date anti-virus software, and non end-of-life operating systems.
(b) Supplier shall ensure access is controlled to the physical location of the hardware containing IPC Data.
(c) Supplier shall secure electronic access to Supplier’s information systems containing IPC Data.
(d) Supplier shall store, process, and maintain any and all IPC Data on designated target servers that reside physically within the boundaries of the United
States.
(e) Supplier shall not transfer any IPC Data outside of its network via unencrypted means.
(f) Supplier shall not process or transfer IPC Data to any unencrypted portable or laptop computing device, or any other unencrypted portable storage
medium.
(g) Supplier shall provide its workforce position appropriate cybersecurity awareness training.
(h) Supplier shall take measures to protect IPC Data against destruction, loss, or damage due to potential environmental hazards, such as fire and water
damage or technological failures.
(i) Supplier’s and Subcontractors’ personnel may not access or store IPC Data on any personal or third party devices, including mobile devices, tablets, or
personally owned laptops, unless such devices have been configured with industry standard security and encryption features, which shall include at a
minimum remote wipe and remote shutdown capabilities.
(j) Supplier shall secure and prevent misuse of its own email resources.
(k) Upon termination of the Order, Supplier shall require the destruction or erasure of physical or electronic media containing IPC Data so that such
information cannot practicably be read or reconstructed.
31.2 Compliance with Data Protection Rules. Supplier shall observe and comply with all applicable federal and state data privacy and data protection laws
and regulations that are now in effect or hereafter promulgated that are applicable to the Work provided by Supplier under this Agreement or any IPC Data that
Supplier controls, access, receives, stores, processes, transmits, maintains, or possesses in connection with the Work. In addition, Supplier will comply with
all IPC’s policies, standards, and data protection procedures in effect when the applicable Order is performed and shall sign and comply with all IPC forms
related to the same.
31.3 Information Security Training. Supplier shall comply with IPC’s information security requirements, policies, and procedures. Suppliers who require
electronic access to any network or information system owned by IPC shall complete IPC’s on-line information security training. Supplier shall authorize only
those employees who are necessary for and directly involved in Supplier’s performance of its obligations under this Agreement, to have access to the IPC
Data (whether physically or through computer system access) and solely on a “need to know” basis (collectively, “Authorized Persons”). Supplier shall not
authorize anyone other than Authorized Persons to have access to the IPC Data at any time. Authorized Persons shall sign an agreement regarding
compliance with IPC’s Information Security Standards, including without limitation, both electronic and physical access requirements prior to receiving access.
31.4 Security Screening. Supplier acknowledges and agrees that certain portions of IPC’s premises may have restricted access and may require prior
authorization or an IPC designated escort to allow Supplier access. Supplier further acknowledges and agrees that electronic access to any IPC network or
information system owned by IPC requires prior authorization by IPC. If requested, Supplier agrees to comply (and cause Supplier’s agents and Subcontractors to comply) and certify, at Supplier’s expense, with all IPC requirements, policies, requests and procedures relating to physical access to IPC
property or (as applicable) electronic access to any network or information system owned by IPC, including, but not limited to, employee and Subcontractor
drug screening, seven year background checks, social security number verification, and other similar procedures. No work can begin until these requirements have been met.
31.5 Security Incident. Supplier shall promptly notify IPC if Supplier discovers or becomes aware: (a) that Supplier is not in compliance with or has violated any
of the requirements of this Section 31; or (b) of any unauthorized disclosure or use of or access to IPC Data or any unauthorized intrusion, penetration, or security breach involving Supplier systems that affects IPC Data or IPC’s network or systems (each of (a) and (b) a “Security Incident”). Any reasonably
suspected or confirmed Security Incident must be reported to IPC via email to [e-mail] immediately for any Security Incident. Supplier
acknowledges that in some instances, IPC has a reporting obligation to regulators and other third parties in the event of an actual or suspected Security Incident and that Supplier’s compliance with the foregoing notification obligation is necessary for IPC’s compliance with regulatory and legal obligations. Notification of
an actual or suspected Security Incident must include a description of the nature of the event, the date and time of the event, suspected amount of information
exposed, steps being taken to investigate the circumstances of the exposure and remediate or mitigate the Security Incident. In addition to all other remedies permitted under this Agreement and applicable law, Supplier shall be required to promptly remedy and mitigate any damages, losses, or expenses caused by a
breach in the security of Supplier’ systems that adversely impacts IPC and take all measures as may be reasonably necessary to prevent any further Security
Incident. Without obligating IPC to undertake any specific actions in the event of a Security Incident, Supplier must cooperate with and assist IPC in its own investigation, analysis, and resolution of Security Incidents, including if requested by IPC, providing breach notifications to individuals and regulatory and law
enforcement agencies or providing support to IPC if IPC decides to deliver such notices. Supplier shall provide IPC with details of the investigation and final
disposition of the Security Incident relevant to the services provided to IPC or which may impact the confidentiality, integrity, or availability of those services and

IPC General Terms and Conditions LGL 082 (11/15/2018)
Page 8 of 8
of any IPC Data or systems. Supplier shall reasonably cooperate with governmental authorities and non-governmental entities in any action or proceeding as
may be deemed necessary by IPC as the result of such Security Incident.
31.6 Audit Requirements. In addition, IPC or an appointed audit firm (“Auditors”) shall have the right to audit Supplier’s and Subcontractor’s (at all tiers) Security
and the design and operating effectiveness of controls over Supplier’s and any applicable Subcontractors’ sites, facilities, and systems, to the extent that they
relate to the Work. IPC will provide Supplier with 10 business days’ written notice of its intent to audit Supplier. IPC will provide a scope document and a request
for deliverables at the time it provides written notice of the audit. If requested by IPC, Supplier will provide a personal site guide for IPC or Auditors while on the
site. Supplier shall provide IPC and the Auditors with a reasonable workspace on site that includes appropriate lighting and electrical amenities, a printer, and
Internet connectivity. Supplier will make its employees and its Subcontractors available for interviews in person or on the phone during the time frame of the
audit. In lieu of IPC or its appointed audit firm performing their own audit, if Supplier has an external audit firm of good reputation that performs a certified SSAE16
SOC 2 Type II audit (or a mutually agreed equivalent audit, report, attestation, and opinion), IPC may, at its sole discretion, allow Supplier to use the external
audit firm to perform the audit under conditions determined by IPC. IPC audits will be at IPC’s expense, unless the audit reveals material noncompliance with
the Agreement, in which case all costs and expenses related to the audit will be borne by Supplier.
31.7 Subcontractors. To the extent that Supplier is permitted to engage subcontractors to perform, or otherwise provide support to assist Supplier to perform,
any portion of the Order hereunder (each a “Subcontractor”), then: (a) Supplier shall not share or disclose, or engage a Subcontractor to access, store, process,
transmit, or otherwise possess any IPC Data, unless and until such Subcontractor has agreed in writing to protect IPC Data in a manner substantially similar
(but in any case no less restrictive) to that required of Supplier under this Agreement, and then only on a need-to-know basis; (b) Supplier shall cause such
Subcontractors to comply with the obligations and restrictions associated with substantially the same services, tasks, functions, and responsibilities performed
by such Subcontractors that are applicable to Supplier under this Agreement, including, without limitation, those obligations set forth in this Section 31; and (c)
Supplier shall remain responsible for the services, tasks, functions, and responsibilities performed by Subcontractors to the same extent as if such services,
tasks, functions, and responsibilities were performed directly by Supplier and, for purposes of this Agreement, such work shall be deemed Work performed by
Supplier.
31.8 Indemnification. In addition to any other indemnification obligation of Supplier set forth in this Agreement, Supplier shall indemnify, defend, and hold IPC,
IPC Affiliates, and its and their respective officers, directors, employees, representatives, agents, successors, and assigns harmless from, for, and against any
Damages to the extent such Damages arise out of or in connection with: (i) a Security Incident (including a Security Incident by a Subcontractor); or (ii) Supplier’s,
or any Subcontractor’s, failure to comply with the requirements of this Section 31.
31.9 Injunctive Relief. Supplier acknowledges and agrees that any breach or threatened breach of the obligations set forth in this Section 31 may result in a
substantial likelihood of irreparable harm and injury to IPC, for which monetary damages alone may be an inadequate remedy, and which damages may be
difficult to accurately measure. Accordingly, Supplier agrees that in addition to any other remedies available, IPC shall have the right to obtain injunctive relief
as well as other equitable relief allowed by the federal and state courts. The foregoing remedy of injunctive relief is agreed to without prejudice to IPC’s right to
exercise any other rights and remedies it may have, including without limitation, the right to terminate this Agreement and seek damages or other legal or
equitable relief.
31.10 Survival. The rights and obligations set forth in this Section 31 shall survive the expiration or termination of this Agreement for any reason.

32. SUPPLIER CODE OF CONDUCT. At all times during the term of this Agreement, Supplier agrees to comply with IPC’s Supplier Code of Conduct, as revised
from time to time, available at www.idahopower.com/AboutUs/BusinessToBusiness/default.cfm.

END OF GENERAL TERMS AND CONDITIONS—GOODS AND SERVICES

IPC General Terms and Conditions LGL 082 (1/1/2021)
Page 1 of 10

GENERAL TERMS AND CONDITIONS
GOODS AND SERVICES
“Supplier” as used in these General Terms and Conditions – Goods and Services (the “General Terms and Conditions”) means the party contracting with Idaho
Power Company to provide Goods (defined below) and/or Services (defined below) to Idaho Power Company, and those working for, with, or on behalf of that party.
Supplier is identified as “Supplier” on the applicable Idaho Power Company Purchase Order or Contract, as applicable per the heading on such document. “IPC” refers
to Idaho Power Company. The IPC Purchase Order or Contract, as applicable per the heading on such document, is referred to as the “Order.” The Order, these
General Terms and Conditions, and any other terms, conditions, documents, or schedules identified in the IPC Order, are collectively referred to as the “Contract
Documents” or “Agreement” and are hereby incorporated by this reference into these General Terms and Conditions. “Goods” and “Services” are intended to have
their broadest meaning; “Services” applies to all labor, professional, manual and technical, and other human resources, provided by Supplier in fulfillment of the Order;
“Goods” includes, but is not limited to, Work Product, project deliverables identified in the Contract Documents, equipment, and materials. “Goods” and “Services” may
collectively be referred to herein as the “Work.” Supplier and IPC may also be referred to individually as a “Party” or collectively as the “Parties.”
1. AGREEMENT AS TO TERMS
1.1. The Order is an offer until accepted by Supplier. Supplier’s acceptance of the Order is limited to acceptance of the express terms contained in the Order
and related Contract Documents, without modification. Supplier’s scheduling or shipment of the Work or commencement of performance of Services
identified in the Order, or Supplier’s signing of the Order, whichever occurs first, is an effective mode of acceptance of the Order and all terms set forth in
the Order and the other Contract Documents.
1.2. Any proposal for additional or different terms or any attempt by Supplier to vary in any degree any of the terms of the Order, whether in a document
preceding this Order not expressly agreed to in writing by IPC or in Supplier’s acceptance, is hereby objected to and rejected, and the Order shall be
deemed accepted by Supplier without the additional or different terms.
1.3. The Work provided by Supplier pursuant to IPC’s authorization, but prior to the full execution of the Order and related Contract Documents, shall be
considered as having been performed subject to these General Terms and Conditions.
2. SUPPLIER’S RESPONSIBILITY
2.1. Supplier agrees to perform the Order in accordance with the Contract Documents. Supplier agrees to provide sufficient resources as are necessary to timely
and efficiently fulfill Supplier’s obligations under the Order and the Contract Documents. Supplier will furnish and maintain any and all federal, state, county,
and municipal licenses or permits that apply to the Work performed by Supplier.
2.2. Supplier agrees to promptly submit to IPC, in accordance with a schedule approved by IPC, appropriate quantities of drawings and specifications for
review and approval. Supplier also agrees to give IPC access at all reasonable times to Supplier’s facilities for the purposes of inspecting the Order and
Supplier’s performance.
2.3. Supplier agrees to designate an individual who will represent Supplier in all communications, transactions, and matters with IPC associated with the
Order. When requested by IPC, such representative will be present, in person, at the site(s) where Supplier’s performance of the Order is being
conducted.
2.4. Supplier will perform in compliance with reasonable and customary safety and work practices and applicable federal, state, and local laws, rules, and
regulations. Supplier is solely responsible for the training of Supplier’s employees, agents, and Subcontractors (defined in Section 30.10), and the safe
condition of the work site during performance of Supplier’s obligations under the Order.
2.5. None of Supplier’s key personnel, including, but not limited to, managers, supervisors, engineers, computer technicians, and others integral to Supplier’s
performance of the Order and identified by Supplier in a bid or proposal or originally assigned to the performance of the Order may be withdrawn from the
performance of Services without prior notice and approval of IPC.
2.6. Supplier agrees to achieve Final Completion of the Work by the “delivery date” specified in the Order (“Completion Date”). If no Completion Date is
specified in the Order or in the other Contract Documents, then the date of delivery and completion shall be six months from the date of the Order.
3. RESPONSIBILITY OF IPC
3.1. IPC shall have the right to review, test, inspect, approve, and accept documents, Goods, and/or Services to be provided or performed by Supplier. IPC's
review, testing, inspection, approval, or acceptance of documents, Goods, or Services provided under the Order, however, shall not be deemed to relieve
Supplier of Supplier's responsibility for the technical adequacy of Supplier's Work or performance of Supplier's obligations.
3.2. Upon timely Final Completion, IPC will pay Supplier the Total (as defined in Section 5) designated on the Order and any other undisputed sums due for properly approved Amended Totals, as set forth in the following Sections 4 and 5.
4. CHANGES TO THE WORK. IPC may, at any time, by issuance of a formal written amendment to the Order, modify the drawings, designs, specifications, project
tasks or deliverables, methods of shipment, packing, place of delivery, time for performance, of any other aspect of Services, or provide for additions or reductions from the Order. Supplier agrees to promptly proceed with such changes. The changes are subject to these General Terms and Conditions. If IPC’s written request
causes a material change to Supplier’s scope of Work and causes Supplier to incur additional cost that cannot be overcome by mitigation (“Change”), then an
equitable adjustment will be made to the Total, the delivery schedule, or the Completion Date, whichever IPC reasonably determines to be appropriate; provided,
however, that Supplier shall waive Supplier’s right to an equitable adjustment if Supplier fails to advise IPC in writing of a Change within 30 calendar days of the
occurrence or event that caused the Change. In addition, in the event Supplier requests an equitable adjustment for a Change, Supplier shall provide IPC a
detailed cost and scheduling analysis, in a form acceptable to IPC. Supplier acknowledges and agrees that any increase in Supplier’s’ price for the Work in

IPC General Terms and Conditions LGL 082 (1/1/2021)
Page 2 of 10
accordance with any Change agreed to by both Parties pursuant to a written amendment to the Order includes all applicable taxes and costs, including but not
limited to, overhead, profit, and markup.
5. COMPENSATION, BILLING, AND PAYMENT
5.1. The total amount of compensation to be paid for an Order (the "Total") is identified as the "Total This P.O." on the Order. Changes to the Total may be
made only as set forth in Section 4, and each approved change to the Total will be confirmed in writing by IPC and is referred to herein as an "Amended
Total." If the Order is other than on a fixed price basis, the rates and pricing schedules, which will be the basis of unit-priced compensation, will be
identified in the Order. Unless otherwise specified in the Contract Documents, payment of the Total is payment in full for all Work identified in the Contract
Documents, and for such other labor, supervision, consulting, materials, equipment, and any and all other charges within the scope of, or reasonably
inferable from, the Contract Documents.
5.2. Billing:
a. With the exception of an Order which the Parties have agreed will be paid by lump sum, Supplier will submit an invoice not more frequently than
every 30 days for compensation for that percentage of the Total or Amended Total provided or performed by Supplier in the previous calendar month
(based on the percentage of work completed relative to the Total), less any required retainage or withholding required by IPC. Supplier will not
submit invoices in excess of the Total or Amended Total. IPC may withhold from any payment any damages, backcharges, or claims incurred or
reasonably anticipated by IPC to the extent caused by Supplier.
b. Unless the Contract Documents provide otherwise, each invoice will separately identify and itemize Goods and Services, and shall include not less
than the following information, as applicable: (i) Supplier name; (ii) the Supplier Order number; (iii) the IPC Purchase Order number, (iv) IPC Contact:
name; (v) Ship To: name; (vi) Remit To: name; (vii) percentage of Order completed and milestones achieved; (viii) Goods/Service/task/deliverable
description as per the Order; (ix) individuals performing Services for which hourly rates are charged; (x) numbers of hours worked; (xi) hourly billing
rate; (xii) unit/rate description, including unit/rate cost and quantity; (xiii) any freight costs paid, (xiv) invoice Total, and (xv) all federal, state, and local
taxes imposed upon or on account of such sale, together with any other information reasonably requested by IPC.
c. Supplier will be paid reimbursable expenses incurred by Supplier only where specifically provided in an Order and only if the types and amounts of
each expense (i) are reasonable and ordinary and customary reimbursable expenses; (ii) are billed to IPC within 60 days of being incurred by
Supplier; and (iii) receipts are provided with the invoice for the expenses.
d. If Supplier does not invoice IPC for Goods delivered or Services performed, or expenses associated therewith, within six months after Supplier
completes all Work under the Order, Supplier waives all right to payment.
5.3. Upon approval of Supplier's invoice by IPC, IPC will pay all non-disputed amounts within 30 days of receipt of the invoice, provided however, that any IPC's
payment is not due unless Supplier is in compliance with all provisions of the Contract Documents, including without limitation, all applicable insurance
requirements set forth in Section 12 below. To the extent IPC disputes or finds deficient any part of or the entire invoice, Supplier will be notified and may
be required to provide IPC with such documents and information as IPC may request for the purpose of resolving issues in disputed invoices. Payment of
an invoice shall not constitute acceptance of the Work and shall be subject to adjustment for errors, shortages, defects in the Work, damage to IPC for which
Supplier is partially or wholly responsible, or other failure of Supplier to meet the requirements of the Order, and shall not be deemed a waiver of IPC's right
of inspection prior to acceptance of Work.
5.4. Payment for any Work shall not be deemed an acceptance thereof. Nothing in these General Terms and Conditions will be interpreted to mean that IPC has
waived any of its rights or remedies under the Uniform Commercial Code, as amended from time to time.
6. DELIVERY OF WORK. IPC may inspect Work delivered under an Order and may reject any or all of the same if IPC determines, in its discretion, that all or any
portion of them are defective or nonconforming. In addition to other rights and remedies available to IPC, rejected Work may be returned to Supplier at Supplier’s
expense. In such case, IPC may charge Supplier all expenses of such examination and inspection, including, but not limited to, charges relating to repackaging
and reshipping defective or nonconforming Work. Notwithstanding anything to the contrary in the Contract Documents, in the event IPC receives Work whose
defects or nonconformity is not apparent on examination, IPC reserves the right to revoke acceptance, or require that Supplier replace the defective Work, which
shall not be in limitation of any other rights or remedies available to IPC upon Supplier’s breach of this Agreement. Nothing contained in the Order relieves Supplier
in any way from Supplier’s obligation of testing, inspection, and quality control, and shall not be in limitation of IPC’s right to reject defective or nonconforming
Work.
7. FINAL PAYMENT
7.1. The final payment by IPC will be made within 30 days of Final Completion. "Final Completion" of an Order will occur at the earliest time at which all of the
following have been determined by IPC to have been completed: a. All Goods and Services specified in the Order have been timely delivered and completed, as applicable, in accordance with the Contract Documents;
b. All deliverables, reports, materials, work product, and equipment related to the Work are satisfactory to IPC, are operational, and have been
completed, provided, and/or installed in accordance with the Contract Documents; c. Any and all performance tests or reviews designated by IPC have been completed to IPC's satisfaction;
d. All systems are ready for start-up;
e. All "punch list" and deficiency items have been completed per IPC's specifications;
f. All documents, data, work product, and warranties as may be required by the Contract Documents have been provided to IPC;
g. Supplier has provided Supplier's affidavit, if requested by IPC, that all indebtedness connected with the Work rendered pursuant to the Order,
including but not limited to, payroll, payments to consulting professionals, suppliers, and others have been fully and finally paid or have provided evidence of release of any and all liens and consent of surety (if applicable);
h. All site/project cleanup has been finalized; and
i. Supplier has submitted an invoice representing Supplier's final bill for the Order and marked it "Final Invoice."
7.2. The final payment will consist of any undisputed balance due to Supplier on the Order and any change made in accordance with these General Terms and
Conditions, and, if applicable, any retention or other withholding withheld by IPC. Tendering the final payment is deemed acceptance by Supplier of the
final payment. By accepting the final payment, Supplier releases all claims against IPC, except those expressly reserved in writing by Supplier prior to acceptance of the final payment.

IPC General Terms and Conditions LGL 082 (1/1/2021)
Page 3 of 10
7.3. Claims for money due or to become due from IPC shall be subject to deduction or set off if Supplier owes or will owe money to IPC, whether Supplier's
obligation relates to the Order or any other transaction between Supplier and IPC.
8. TIME IS OF THE ESSENCE. Time is of the essence in the performance of Supplier’s obligations pursuant to the Order. Supplier shall comply with all schedule requirements set forth in the Contract Documents, and shall provide a schedule for the performance of the Work if requested by IPC and in a form requested by
IPC. The Total to be paid to Supplier for the Order is based, in large part, upon Supplier’s informed representation to IPC that Supplier has the expertise,
manpower, equipment, materials, and all other resources necessary to complete the Work called for in the Order and as set forth in Section 2.6. Without waiving
any other right or remedy it may have, if IPC determines that Supplier has failed or may fail to timely perform Supplier’s obligations required by the Contract
Documents, IPC may direct Supplier at Supplier’s expense to accelerate performance through initiation of such measures as shall be reasonably requested by
IPC, which Supplier agrees to promptly undertake. Supplier agrees that an Order may contain liquidated damages. In the event the Order contains liquidated
damages, Supplier agrees that liquidated damages are not a penalty, but rather represent a reasonable estimate of actual loss and damages that IPC will suffer
by reason of Supplier’s failure to complete the Work in accordance with the Contract Documents.
9. SHIPMENT. Unless otherwise expressly stated on the Order, freight cost is not included in the Total and shall be identified separately (if applicable) on the invoice
to IPC. The means of shipment and location to which goods are to be delivered will be identified on the Order. If not so identified, shipment will be made F.O.B.
Destination. IPC shall be responsible only for the actual and standard cost of freight incurred for delivery of goods in the manner set forth in the Order. Any
increases to standard freight costs, such as expediting, shall be paid by Supplier, unless otherwise approved in writing by IPC.
10. INTELLECTUAL PROPERTY INDEMNITY
10.1. Supplier represents and warrants that all Work supplied under this Order shall not infringe on any third party's patent, copyright, trade secret, trade name,
trademark or service mark, or other proprietary right. Supplier shall at Supplier's own expense defend, indemnify, and hold IPC, its officers, directors,
agents, representatives, employees, customers, and users of IPC's Goods and Services harmless for, from, and against any and all claims, allegations,
liabilities, damages, and expenses (including attorneys' fees) arising out of, or relating to, any claimed infringement of patents, copyrights, trade secrets,
trade names, trademarks, service marks, or other proprietary right in connection with Work supplied by Supplier under the Order.
10.2. In case IPC is not able to use Supplier's Work, or any part or component thereof, due to actual or alleged infringement, Supplier shall immediately either:
(a) procure for IPC the right to continue to use such Work or replace it with substantially equivalent non-infringing Work; or (b) modify such Work so that it
becomes non-infringing.
11. PROPRIETARY RIGHTS
11.1. Supplier agrees that all writings, drawings, designs, copyrightable material, inventions (whether or not patentable), improvements, discoveries,
developments, and all works of authorship created by Supplier in performance of the Work hereunder, including all worldwide rights therein under any
patent, copyright, trade secret, confidential information, or any other intellectual property right (collectively "Work Product"), are the sole property of IPC.
Supplier immediately and automatically assigns to IPC all right, title, and interest in and to all such Work Product, and shall perform such further acts
needed to transfer, perfect, and defend IPC's ownership of the Work Product. Supplier shall require Supplier's Subcontractors to execute written
assignments of Work Product to effect such assignment.
11.2. To the extent that Supplier or third parties retain ownership rights in materials delivered with the goods, or upon which the Work Product is based, Supplier
hereby grants to IPC an irrevocable, worldwide, non-exclusive, royalty-free right and license to make, have made, modify, use, distribute, publicly perform
or display, sell, offer to sell, and import such materials. Supplier hereby warrants that Supplier owns or has acquired rights in all such intellectual property
necessary to grant the licenses and intellectual property rights set forth in this Section 11.
12. INSURANCE
12.1. Supplier, at Supplier's own expense, shall procure and maintain, during the term of performance of Supplier's obligations pursuant to this Order, the
following types of insurance with limits as specified:
a. Worker's Compensation Insurance shall be at statutory limits and shall comply with the laws of the state in which the Order is being performed. A
waiver of subrogation in favor of IPC shall be included.
b. Employer Liability Insurance of not less than $1,000,000.
c. Automobile Liability Insurance with a combined single limit of at least $2,000,000 covering all owned, non-owned, or hired automobiles used in
connection with the Services. Bodily injury and property damage liability limits shall be each accident combined single limit. An endorsement shall be
issued naming IPC as an additional insured.
d. Commercial General Liability Insurance with a combined single limit of not less than $2,000,000 each occurrence and in the aggregate, combined
single limit. The insurance shall include coverage for contractual liability. An endorsement shall be issued naming IPC as an additional insured. e. Professional Liability (Errors & Omission) Insurance with a limit of not less than $2,000,000 (this coverage is required when professional services are
provided under the Order).
f. Cargo and Property Insurance. If Supplier, Subcontractor at any tier, or their respective agents or employees are transporting and/or storing IPC materials or equipment, Supplier shall provide Cargo Insurance and/or Property Insurance (as applicable) covering physical loss or damage, naming
IPC as Loss Payee, arising out of, or in connection with, any loss associated with transportation or storage of IPC equipment or material while in the
care, custody, or control of Supplier (or its Subcontractors at all tiers). The declared value of the Cargo and/or Property Insurance shall be based on
the replacement value of the property in question.
12.2. Supplier's Subcontractors shall be required by Supplier under the terms of any subcontract to obtain like insurance coverage to that specified in
subparagraphs a, b, c, d, and e of Section 12.1.
12.3. Insurance coverage described above shall be carried with insurance companies reasonably satisfactory to IPC. Prior to Supplier's commencement of
performance of the Order, Supplier will provide to IPC a certificate of insurance evidencing appropriate insurance coverage and naming IPC as an
additional insured as required above, along with a waiver of subrogation, as required by Section 12.1 above. These certificates will contain a provision that coverage will not be canceled until at least 30 days prior written notice has been given to IPC.

IPC General Terms and Conditions LGL 082 (1/1/2021)
Page 4 of 10
12.4. Failure of the Supplier or any Subcontractor at all tiers to secure and maintain the insurance required by this Section 12 shall constitute a material breach
of the Agreement entitling IPC, in its discretion and without waiving any of its other remedies under the Agreement or applicable law, to terminate the
Agreement for cause or to purchase the required insurance itself at the expense of Supplier.
13. SUBCONTRACTING. If Supplier causes any part of the Order to be performed by a Subcontractor, these General Terms and Terms and Conditions shall be
made applicable to such Subcontractor(s) and its officers, agents, and employees in all respects. Supplier shall not, in any manner thereby, be discharged from
Supplier’s obligations and liabilities hereunder, but shall be liable for all acts and omissions of any Subcontractor, its officers, agents, and employees. IPC shall
have the right, upon request, to review and approve any Subcontractor(s). Upon request, copies of all subcontracts shall be furnished to IPC. Supplier shall be
solely responsible for invoicing and the collection of payment from Supplier’s Subcontractors, and Supplier’s failure to obtain timely payment from Subcontractors
shall not in any way affect Supplier’s obligations under the Contract Documents. Supplier and its Subcontractors shall comply at all times with FAR 52-219-8,
Utilization of Small Business Concerns.
14. WARRANTY
14.1. Warranty of Qualifications and Compliance: Supplier represents and warrants that all statements and materials regarding Supplier's qualifications to
perform the Order are true and correct and are not misleading or incomplete for any reason. Supplier warrants and certifies that all items furnished and all
Services performed under the Order do and will comply with current applicable standards of the Federal Occupational Safety and Health Act and all other
applicable federal, state and local laws and regulations.
14.2. Warranty of Title: Supplier warrants that title to all Work provided by Supplier will pass to IPC no later than the time of delivery and at such time will be free
and clear, except for amounts owing from IPC to Supplier pursuant to the Order, of liens, claims, security interests, or encumbrances of Supplier,
Supplier's Subcontractors, material suppliers, and other entities claiming an interest in the Goods or Services provided under the Order.
14.3. Warranty of Workmanship and Quality: Supplier warrants that (a) the Work covered by the Order will be in exact accordance with the Order and related
Contract Documents and the description and specifications provided by Supplier in marketing and technical material provided to IPC in relation to the
Order; (b) the goods will be free from defects in material, design, and workmanship, new, and merchantable; and (c) Services will be performed with the
highest degree of professional skill and care of professionals in the same industry and consistent with IPC's intended results. Supplier further warrants that
any goods comprising computer hardware or software, and supplied by Supplier; (i) are free from viruses, defects, disabling codes, software routines, or
hardware components designed to permit (either automatically or through externally applied controls) unauthorized access or allow the goods to be
disabled, have content erased, or otherwise be harmed (collectively, "Contaminants"), have been duly tested to ensure that there are no such
Contaminants, and are subject to recognized and appropriate release procedures including the latest version of a proprietary virus detection software
package standard in the industry, and Supplier shall ensure that corresponding obligations are imposed on Supplier's Subcontractors or agents; (ii) have
been obtained from a reputable and reliable software developer and not through any interest group or multi-organizational software sharing scheme, and
do not include any open source, freeware, or shareware; and (iii) will comply and function substantially in accordance with any related user
documentation.
14.4. Inspection and Right of Access and to Accelerate: Supplier agrees that IPC may perform inspections of Work being provided by Supplier in the course of
Supplier's performance of the Order, including, but not limited to, inspection of any material, work product, and equipment furnished by Supplier. Supplier
shall furnish access to Supplier's facilities to IPC and its agents during standard business hours and at the locations requested by IPC, for the purpose of
carrying out such inspections. IPC shall not have any duty to make such inspections, and any inspection by IPC shall not limit IPC's rights and remedies in
any way.
14.5. Prohibited Technology: Pursuant to Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Supplier hereby
represents and warrants that Supplier does not use or have installed any telecommunications equipment, system, or service (or as a substantial or
essential component of any system or critical technology of any system) made by any of the following companies, or any subsidiary or affiliate thereof
(including companies with the same principal word in the name, e.g., “Huawei” or “Hytera): Huawei Technologies Company; ZTE Corporation; Hytera
Communications Corporation; Hangzhou Hikvision Digital Technology Company; or, Dahua Technology Company (collectively, “Prohibited
Technology”). Prohibited Technology may include, but is not limited to, video/monitoring surveillance equipment/services, public switching and
transmission equipment, private switches, cables, local area networks, modems, mobile phones, wireless devices, landline telephones, laptops, desktop
computers, answering machines, teleprinters, fax machines, and routers. Prohibited Technology does not include telecommunications equipment that
cannot route or redirect user data traffic or permit visibility into any user data or packets that the equipment transmits or handles.
14.6. Survival of Warranties: The foregoing warranties are in addition to all other warranties, expressed or implied, and shall survive any delivery, inspection,
acceptance, and payment by IPC. Supplier's warranties shall be effective for the period of time either (a) set forth on the face of the Order, or (b) set forth in a writing provided by Supplier or agreed upon by Supplier, or (c) 18 months from the date of Final Payment, whichever is greater. If any Goods or
Services furnished hereunder do not meet the warranties specified herein, IPC may, at its option: (i) require Supplier to correct, at no cost to IPC, any
defective or nonconforming Goods or Services by repair or replacement within seven days of notice to Supplier; (ii) return such defective or nonconforming goods at Supplier's expense to Supplier and recover from Supplier the price thereof, together with any damages resulting there from; (iii) correct the
defective or nonconforming Goods or Services itself and charge Supplier with the cost of such correction; or (iv) accept the defective or nonconforming
Goods or Services at a reduced price.
15. TERMINATION; REMEDIES
15.1. Termination for Cause. If either Party materially breaches the Order or any Contract Document and the material breach is not cured within 10 calendar
days after the non-breaching Party gives the breaching Party written notice thereof, then the non-breaching Party may elect to terminate the Order and any of the Contract Documents by giving the breaching Party written notice of the termination; provided, however, that if the nature of the breach is such
that it could not reasonably be cured within the 10 calendar day period, then the non-breaching Party may terminate the Order and any of the Contract
documents immediately upon providing written notice to the breaching Party. In the event the Order contains liquidated damages, Supplier agrees that IPC may terminate the Order under this Section 15.1 if IPC assesses liquidated damages in an amount equal to the liquidated damages cap, if any.
15.2. Termination for Convenience. Subject to Section 15.4(c) below, IPC may terminate all or any portion of the Order at any time and for any reason without
cause and without penalty by giving notice to Supplier.

IPC General Terms and Conditions LGL 082 (1/1/2021)
Page 5 of 10
15.3. Termination Upon Bankruptcy or Insolvency Events. IPC may, by notice to Supplier, terminate in whole or in part the Order and any Contract Document in
the event of suspension of Supplier's business, Supplier's insolvency, institution of bankruptcy, reorganization, or liquidation proceedings by or against
Supplier, the appointment of a trustee or receiver for Supplier's property or business or any assignments by Supplier for the benefit of one or more
creditors.
15.4. Effect of Termination.
a. In the event of termination of an Order or Contract Document pursuant to Section 15.1, 15.2, or 15.3, all obligations of the Parties (other than those
obligations that expressly or by nature survive termination) shall terminate, Supplier shall promptly return to IPC all IPC confidential information,
materials, files and other information specific to the Order performed for IPC in a form and format acceptable to IPC, as well as any partially
completed Work Product. Upon request by IPC, Supplier shall certify in writing that Supplier has returned all information obtained from IPC.
b. In the event of termination by IPC pursuant to Section 15.1, Supplier shall be liable for the Supplier Termination Payment. For purposes of the
Contract Documents, "Supplier Termination Payment" means the difference, if positive, between (a) the sum of (i) all costs and expenses incurred by
IPC to complete (or cure deficiencies in) the Work under the Order(s) terminated by IPC, including compensation for obtaining a replacement goods
supplier and replacement goods, and for obtaining any additional services required as a consequence of IPC's termination of the Order resulting
from Supplier's material breach, (ii) all other reasonable costs, expenses and damages suffered by IPC as a result of such termination of the
Order(s), including any additional costs payable to the Supplier as a result of such termination by IPC, and (iii) all amounts previously paid to
Supplier under the Contract Documents with respect to such Work and terminated Orders, less (b) the Total.
c. In the event of termination by IPC pursuant to Section 15.2, IPC's liability shall be the lesser of: (a) actual non-recoverable costs incurred by Supplier
that Supplier can demonstrate were properly incurred prior to the date of termination; or (b) the contract price per finished unit, after giving effect to
any discount to which IPC would otherwise be entitled. In the event of termination of any separate services specifically ordered, Supplier shall be
entitled to receive payment for complying Goods delivered and Services actually performed in accordance with the Contract Documents, but only to
the extent there is no dispute or applicable offsets or withholdings related to the Goods or Services. Supplier shall promptly refund all prepaid but
unearned monies to IPC and assign to IPC all subcontracts with Supplier's Subcontractors, if directed by IPC. In any event, Supplier shall not be
entitled to receive payment for Goods not delivered and Services not provided, or for costs and expenses associated therewith.
d. Upon receipt of a termination notice, Supplier shall, unless otherwise directed, cease Work and follow IPC's directions as to disposal of supplies and
Work in progress and finished Goods.
e. OTHER THAN IN THE EVENT OF TERMINATION DUE TO IPC'S MATERIAL BREACH PURSUANT TO SECTION 15.1, THE FOREGOING
STATES IPC'S ENTIRE LIABILITY FOR TERMINATION.
15.5. Termination Not Exclusive Remedy; Remedies Cumulative. The rights and remedies of IPC provided in this Section 15 shall not be exclusive and are in
addition to any other rights and remedies provided by law or in equity or in the Contract Documents. IPC's remedies shall be cumulative and remedies
herein specified do not exclude any remedies allowed by law or in equity. Waiver of any breach shall not constitute waiver of any other breach of the same
or any other provision.
16. TITLE; RISK OF LOSS; IPC PROPERTY
16.1. Supplier warrants title to all Goods sold. Supplier bears the risk of loss or damage to the items purchased under this Order until they are delivered in
conformity with this Order at IPC's delivery point, IPC has determined that they conform to the description set forth in the Order (or expressly waives
nonconformity), and accepts the goods. Upon such acceptance by IPC, Supplier's responsibility for loss or damage to the Goods shall cease, except for
loss or damages to the Goods that occurred prior to acceptance or that result from Supplier's negligence or misconduct.
16.2. All drawings, artwork, data, material, supplies, equipment, tooling, dies, molds, fixtures, and patterns furnished or paid for by IPC and used by Supplier or
Supplier's Subcontractors shall be held at Supplier's sole risk and, upon IPC's request, shall be returned to IPC in good condition.
17. INDEMNIFICATION
17.1. Supplier agrees to indemnify, defend, reimburse, and hold harmless IPC and its successors and its and their respective directors, officers, members,
employees, representatives, and agents (collectively, the "Indemnities"), from, for, and against any and all allegations, claims, liens, losses, demands,
damages, expenses, suits, judgments, and costs of any kind whatsoever, including, without limitation, settlement costs, court costs, and attorneys' and
expert witness fees and expenses (collectively, "Damages"), whether actual or merely alleged and whether directly incurred or from a third party, arising
out of, or relating to: (a) Supplier's (and, for purposes of clarity, those of Supplier's agents, Subcontractors, and independent contractors) acts, negligence,
omissions, or willful misconduct; (b) Work supplied hereunder; (c) a breach of any of Supplier's representations, warranties, or covenants, or any other
term and condition of the Contract Documents; (d) a claim that any Goods or Services furnished hereunder infringe upon or misappropriate any patent, copyright, trademark, trade secret, or other intellectual property interest of another; (e) a claim of any lien, security interest or other encumbrance made by
a third party or any Subcontractor at all tiers; or (f) a violation of federal or state law, regulation, statute, or ordinance. This indemnity shall apply without
regard to whether the Damages are based on breach of contract, breach of warranty, negligence, strict liability, or other tort. This indemnity shall survive delivery and acceptance of the Work.
17.2. At the request of IPC, Supplier shall defend any action, claim or suit asserting a claim, which might be covered by this indemnity. Supplier shall pay all
costs and expenses that may be incurred by IPC in enforcing this indemnity and defense agreement, including attorney's fees and costs actually paid by
IPC.
17.3. If IPC seeks indemnification from Supplier, IPC shall: (a) notify Supplier of the assertion of any claim; (b) provide reasonable assistance (at Supplier's
expense) in connection with the defense; (c) be entitled to pre-approve any settlement; and (d) be entitled to, in the exercise of reasonable discretion, pre-approve legal counsel selected by Supplier.
18. RECORDS
18.1. Supplier will maintain books and accounts of the costs relating to Supplier's performance of the Order with generally accepted accounting principles and practices for Supplier's particular industry or profession. Supplier's records will be kept in such a manner and in sufficient detail to clearly disclose the
nature and amount of Work provided by Supplier, costs pertaining to the Order, and the basis for charges or allocations to the Order.

IPC General Terms and Conditions LGL 082 (1/1/2021)
Page 6 of 10
18.2. Supplier agrees to retain all records and results of the Work performed under the Order for period of not less than three years after Final Completion. At
IPC's request, Supplier will deliver either the original or a copy of any and all field notes, investigative notes, tests, photos, records, calculations,
summaries, reports, and records produced and collected by Supplier, Supplier's agents, employees, and Subcontractors, in the course of performance of
the Order.
18.3. IPC will have access at all reasonable times, during the performance of obligations under this Order and for a period of three years thereafter, and may
copy (including electronic copy) all of Supplier's accounts and records pertaining or related to the Order for the purpose of verifying or reviewing the
quality, quantity, and Supplier's progress of performance of the Order, reimbursable costs, amounts claimed by Supplier, and estimates of cost for fixed
rates, labor and material rates, and for any other reasonable purpose.
19. HAZARDOUS WASTE AND INDEMNIFICATION
19.1. For purposes of the Order, "Hazardous Materials" means any substance or material which is defined as or included in the definition of "hazardous
substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "acutely hazardous wastes," "restricted hazardous waste," "toxic
substances," or "known to cause cancer or reproductive toxicity" (or words of similar import), petroleum products (including crude oil or any fraction
thereof), or any other chemical, substance, or material which is prohibited, limited, or regulated under any federal, state, or local law, ordinance,
regulation, order, permit, license, decree, common law, or treaty now or hereafter in force regulating, relating to, or imposing liability or standards
concerning materials or substances known or suspected to be toxic or hazardous to health or safety, the environment, or natural resources.
19.2. Supplier shall not cause or permit any Hazardous Materials to be brought upon, kept, or used in or about IPC's premises without the prior written consent
of IPC, which shall not be unreasonably withheld provided Supplier demonstrate to IPC's satisfaction that such Hazardous Materials are necessary or
useful to the Work Supplier is providing under the Order and will be used, kept, stored, and cleaned up in a manner that complies with all laws regulating
any such Hazardous Materials so brought upon or used or kept in or about IPC's premises.
19.3. Supplier, on Supplier's own behalf and on behalf of Supplier's agents, representatives, and Subcontractors agree to indemnify, hold harmless, and defend
the Indemnitees from and against any and all Damages that any or all of the Indemnitees may hereafter suffer, incur, be responsible for, or pay out,
including for personal injuries, property damage, or contamination of or adverse effects on the environment, arising out of or relating to the breach of any
of Supplier's representations, covenants, or warranties set forth in the Order, or any of Supplier's negligent actions or omissions or willful misconduct in the
performance of the Order, or the violation of any law, ordinance, or regulation relating directly or indirectly to Hazardous Materials. Such indemnity shall
exclude Damages that are the result of any negligent actions or omissions or willful misconduct of the Indemnities or their employees, officers, owners,
directors, Subcontractors, or agents. The indemnification obligations hereunder shall remain in force and effect after termination of the Order.
20. GOVERNING LAW/VENUE. Enforcement and interpretation of the Contract Documents shall be governed by and construed in accordance with the laws of the
state of Idaho, notwithstanding its choice of law provisions. Exclusive venue for any enforcement or interpretation or other proceeding shall be in Ada County,
Idaho.
21. INDEPENDENT CONTRACTOR. Supplier agrees to perform the Order as an independent contractor. Nothing contained in the Contract Documents shall create
or be construed as creating the relationship of employer and employee, or partnership, or joint venture between IPC and Supplier, or between IPC and any person
or persons employed or engaged by Supplier.
22. EQUAL EMPLOYMENT.
22.1. During performance of Supplier’s obligations under the Order, Supplier agrees to comply with all applicable equal employment opportunity, small business,
and affirmative action laws and regulations. If applicable, Supplier and any Subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a),
60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans
or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin.
Moreover, these regulations require that covered prime contractors and Subcontractors take affirmative action to employ and advance in
employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status
or disability.
22.2. To the extent Executive Order 13496 applies to this Agreement or the Work performed hereunder, the text of 29 CFR Part 471, Appendix A to Subpart A
(as amended, modified, restated or supplemented from time to time) is hereby incorporated by reference into this Agreement as if set forth fully herein.
Supplier and any Subcontractor shall comply with all requirements set forth in 29 CFR Part 471, Appendix A to Subpart A.
23. NON-ASSIGNABILITY. Neither the Order, nor any part thereof, may be assigned or delegated by Supplier, by operation of law or otherwise, without the express
written consent of IPC. Any attempt to assign or delegate the Order will be void.
24. SURVIVAL. All terms in the Contract Documents relating to warranty, indemnification, confidentiality, and those provisions which, by their nature, survive expiration, cancellation, or other termination of the Order, shall remain in full force and shall survive such expiration, cancellation, or termination of the Order.
25. ENTIRE AGREEMENT; AMENDMENT. The Contract Documents, amendments thereto, and the exhibits, addenda, and schedules which are included in any one
or more of those documents, constitute the entire agreement between the Parties with respect to this Order. In the event of any conflict or inconsistency between this document and any other document comprising the Contract Documents, the terms and provisions set forth in these General Terms and Conditions, as
amended from time to time, shall apply. There are no oral or written understandings, representations, or commitments of any kind, express or implied, which are
not expressly described in the Contract Documents. Any other prior express or implied agreements executed or made, or understandings between the Parties,
that are not a part of the Contract Documents, with terms that conflict with the terms in the Contract Documents are superseded by the terms of the Contract
Documents. The Contract Documents may not be modified other than by the method described in Section 4 of these General Terms and Conditions; any other
modification must be in writing signed by both Parties.
26. WAIVER. The rights and remedies of the Parties are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising any right, power,
or privilege under the Order will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will
preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, no waiver that may be given by a Party will be applicable except in the specific instance for which it is given; and no notice to or demand on

IPC General Terms and Conditions LGL 082 (1/1/2021)
Page 7 of 10
one Party will be deemed to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further action without
notice or demand.
27. SEVERABILITY. Whenever possible, each provision and term of these General Terms and Conditions will be interpreted in a manner to be effective and valid, but if any provision or term is held to be prohibited by law or invalid, then such provision or term will be ineffective only to the extent of such prohibition or invalidity,
without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of the General Terms and
Conditions. If any of the covenants set forth in these General Terms and Conditions are held to be unreasonable, arbitrary, or against public policy, such covenants
will be considered divisible with respect to scope and time, and in such lesser scope or time will be effective, binding, and enforceable.
28. CONFIDENTIALITY. IPC and Supplier (as to information disclosed, the “Disclosing Party”) may each provide the other Party (as to information received, the
“Receiving Party”) with Confidential Information. “Confidential Information” means (a) all terms of the Contract Documents; and (b) all non-public, confidential, or
proprietary information (including without limitation, all IPC Data as that term is defined in Section 30 below) disclosed by the Disclosing Party to the Receiving
Party or its affiliates, or to any such Receiving Party’s or its affiliates, employees, officers, directors, shareholders, agents, attorneys, accountants, or advisors
(collectively, “Representatives”), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked,
designated or otherwise identified as “confidential”) (in such cases where not so marked or designated, where it would reasonably be expected in the industry
that such information would be deemed confidential). Receiving Party agrees: (i) to use the Confidential Information only in connection with the Contract
Documents and permitted use(s) and maintenance of Goods and Services, (ii) to take reasonable measures to safeguard and prevent disclosure of the Confidential
Information, except to its employees, agents, or financing parties who have a need to know for the Receiving Party to perform its obligations under the Contract
Documents or to use and maintain Goods or Services, and (iii) that it will not disclose the Confidential Information to any person, firm or corporation, or use such
Confidential Information for any purpose other than as necessary to perform its obligations under the Contract Documents or to use or maintain the Goods or
Services. Supplier shall not make any public announcement about the Contract Documents or associated transaction, including their existence, without prior
written approval by IPC. The obligations of this Section 28 shall not apply as to any portion of the Confidential Information that: (i) is or becomes generally available
to the public other than from disclosure by Receiving Party, its representatives, or its affiliates; (ii) is or becomes available to Receiving Party or its representatives
or affiliates on a non-confidential basis from a source other than Disclosing Party when the source is not, to the best of Receiving Party’s knowledge, subject to a
confidentiality obligation to Disclosing Party; (iii) is independently developed by Receiving Party, its representatives or affiliates, without reference to the
Confidential Information; (iv) is required to be disclosed by law, a valid legal process, or a government agency; (v) is approved for disclosure in writing by an
authorized representative of Disclosing Party; or (vi) the Receiving Party discloses to its advisors for analytical purposes, provided that such financial advisors
are subject to an obligation as to confidentiality no less onerous than that set out in this Section 28. This Section 28 does not supersede, and shall be deemed to
supplement, any separate confidentiality or nondisclosure agreement signed by the Parties.
29. STANDARD OF PERFORMANCE. Supplier agrees that the Work will be performed with the highest degree of professional skill and care of professionals in the
same industry and consistent with IPC’s intended results.
30. DATA OWNERSHIP, DATA SECURITY, AND PHYSICAL AND ELECTRONIC PROTECTION. For purposes of the Contract Documents, “IPC Data” means all
data and information, including but not limited to: 1) data regarding IPC, its customers or vendors (other than Supplier) that is either: (a) furnished, disclosed, or
otherwise made directly or indirectly available to Supplier or its Subcontractors at all tiers by or on behalf of IPC under the Contract Documents; or (b) collected
or created by Supplier in the course of performing the Order; and 2) all Critical Energy/Electric Infrastructure Information (“CEII”), as defined by the Code of
Federal Regulations, Title 18, Section 388. CEII includes both Critical Energy Infrastructure Information and Critical Electric Infrastructure Information. As used in
these General Terms and Conditions, Critical Energy Infrastructure Information means specific engineering, vulnerability, or detailed design information about
proposed or existing critical infrastructure that: i) contains detail about production, generation, transportation, or distribution of energy; ii) could be useful to a
person planning an attack on critical infrastructure; iii) is exempt from mandatory disclosure under the Freedom of Information Act, 5 U.S.C. 55; and iv) does not
simply give the general location of the critical infrastructure. Critical Electric Infrastructure Information means information related to critical electric infrastructure,
or proposed critical electrical infrastructure, generated by or provided to the Federal Energy Regulatory Commission (“FERC”) or other Federal agency other than
classified national information, that is designated as critical electric infrastructure information by FERC or the Secretary of the Department of Energy pursuant to
section 215A(d) of the Federal Power Act. CEII includes, but is not limited to: transmission conductor details, transmission structure design details, planned or
expected transmission outages critical to the power system, substation design details, control center locations or design details, power plant facility design details,
geographic coordinates more specific than line routes and natural gas line locations or design details. IPC Data shall remain the sole property of IPC. Supplier
may not use IPC Data for any purpose other than to perform its obligations under an SOW. IPC Data may not be sold, assigned, leased or otherwise disposed of
or commercially exploited by Supplier.
30.1. Data Security. Supplier represents, warrants, and covenants to IPC that Supplier has developed and implemented, currently has in place, and shall maintain during the term of this Agreement a comprehensive information security program that includes administrative, technical, and physical safeguards and
controls sufficient to: (i) ensure the security and confidentiality of IPC Data; (ii) protect against anticipated threats or hazards to the security or integrity of
such information; and (iii) protect against unauthorized access to, or disclosure or use of, all IPC Data that Supplier accesses, receives, stores, processes, transmits, maintains, or possesses (collectively, "Security"). Supplier shall document its Security and all safeguards, procedures, and controls and keep
them current in light of changes in relevant technology and provide IPC with a copy of the same upon request and at no cost to IPC. Such Security shall
include, but not be limited to, the following:
a. Supplier shall utilize industry-accepted firewalls, up-to-date anti-virus software, and non end-of-life operating systems;
b. Supplier shall ensure access is controlled to the physical location of the hardware containing IPC Data;
c. Supplier shall secure electronic access to Supplier's information systems containing IPC Data; d. Supplier shall store, process, and maintain any and all IPC Data on designated target servers that reside physically within the boundaries of the
United States;
e. Supplier shall not transfer any IPC Data outside of its network via unencrypted means; f. Supplier shall not process or transfer IPC Data to any unencrypted portable or laptop computing device, or any other unencrypted portable storage
medium;
g. Supplier shall provide its workforce position appropriate cybersecurity awareness training, including, but not limited to, an anti-phishing program; h. Supplier shall take measures to protect IPC Data against destruction, loss, or damage due to potential environmental hazards, such as fire and water
damage or technological failures;

IPC General Terms and Conditions LGL 082 (1/1/2021)
Page 8 of 10
i. Supplier's and Subcontractors' personnel may not access or store IPC Data on any personal or third party devices, including mobile devices, tablets,
or personally owned laptops, unless such devices have been configured with industry standard security and encryption features, which shall include
at a minimum remote wipe and remote shutdown capabilities;
j. Contractor shall use two-factor authentication for remote access to systems that access or store IPC Data.
k. Supplier shall secure and prevent misuse of its own email resources; and
l. Upon termination of the Order, Supplier shall require the destruction or erasure of physical or electronic media containing IPC Data so that such
information cannot practicably be read or reconstructed.
30.2. Compliance with Data Protection Rules. Supplier shall observe and comply with all applicable federal and state data privacy and data protection laws and
regulations that are now in effect or hereafter promulgated that are applicable to the Work provided by Supplier under this Agreement or any IPC Data that
Supplier controls, access, receives, stores, processes, transmits, maintains, or possesses in connection with the Work. In addition, Supplier will comply with
all IPC's policies, standards, and data protection procedures in effect when the applicable Order is performed and shall sign and comply with all IPC forms
related to the same.
30.3. Information Security Training. Supplier shall comply with IPC's information security requirements, policies, and procedures. Suppliers who require electronic
access to any network or information system owned by IPC shall complete IPC's on-line information security training. Supplier shall authorize only those
employees who are necessary for and directly involved in Supplier's performance of its obligations under this Agreement, to have access to the IPC Data
(whether physically or through computer system access) and solely on a "need to know" basis (collectively, "Authorized Persons"). Supplier shall not
authorize anyone other than Authorized Persons to have access to the IPC Data at any time. Authorized Persons shall sign an agreement regarding
compliance with IPC's Information Security Standards, including without limitation, both electronic and physical access requirements prior to receiving
access.
30.4. Security Screening. Supplier acknowledges and agrees that certain portions of IPC's premises may have restricted access and may require prior
authorization or an IPC designated escort to allow Supplier access. Supplier further acknowledges and agrees that electronic access to any IPC network or
information system owned by IPC requires prior authorization by IPC. If requested, Supplier agrees to comply (and cause Supplier's agents and
Subcontractors to comply) and certify, at Supplier's expense, with all IPC requirements, policies, requests and procedures relating to physical access to IPC
property or (as applicable) electronic access to any network or information system owned by IPC, including, but not limited to, employee and Subcontractor
drug screening, seven year background checks, social security number verification, and other similar procedures. No work can begin until these requirements
have been met.
30.5. Security Incident Response Plan. Supplier shall develop and implement a "Response Plan," which shall be policies and procedures to address Security
Incidents. The Response Plan shall include appropriate provisions for mitigating the harmful effects of Security Incidents (defined below) and addressing
and remedying the occurrence(s) to prevent the recurrence of similar Security Incidents in the future. The development and implementation of the Response
Plan shall follow industry standard practices, such as those that at a minimum are consistent with the contingency planning requirements of NIST Special
Publication 800-61 Reb. 4, IR-1 through IR-10 as those standards may be amended. Immediately upon learning of a Security Incident related to the products
and Work provided to IPC, Supplier shall implement its Response Plan and, within 24 hours of implementing its Response Plan, shall notify IPC in writing
of that implementation as described below.
30.6. Security Incident. Supplier shall promptly notify IPC if Supplier discovers or becomes aware: (a) that Supplier is not in compliance with or has violated any
of the requirements of these terms and conditions; (b) of any unauthorized disclosure or use of or access to IPC Data or any unauthorized intrusion,
penetration, or security breach involving Supplier systems that affects IPC Data or IPC's network or systems; or (c) Supplier initiates its Response Plan
(each of (a), (b), and (c) a "Security Incident"). Any reasonably suspected or confirmed Security Incident must be reported to IPC immediately via email to
[e-mail] and by telephone at [phone]. Supplier acknowledges that in some instances, IPC has a reporting obligation to
regulators and other third parties in the event of an actual or suspected Security Incident and that Supplier's compliance with the foregoing notification
obligation is necessary for IPC's compliance with regulatory and legal obligations. Notification of an actual or suspected Security Incident must include a
description of the nature of the event, the date and time of the event, suspected amount of information exposed, steps being taken to investigate the
circumstances of the exposure and remediate or mitigate the Security Incident. Supplier shall provide written updates of the notice to IPC addressing any
new facts and circumstances learned after the initial written notice is provided and shall provide such updates within a reasonable time after learning of
those new facts and circumstances. Supplier shall cooperate with IPC in IPC's efforts to determine the risk to the bulk electric system posed by the Security
Incident. In addition to all other remedies permitted under the Agreement and applicable law, Supplier shall be required to promptly remedy and mitigate
any damages, losses, or expenses caused by a breach in the security of Supplier's systems that adversely impacts IPC and take all measures as may be reasonably necessary to prevent any further Security Incident. Without obligating IPC to undertake any specific actions in the event of a Security Incident,
Supplier must cooperate with and assist IPC in its own investigation, analysis, and resolution of Security Incidents, including if requested by IPC, providing
breach notifications to individuals and regulatory and law enforcement agencies or providing support to IPC if IPC decides to deliver such notices. Supplier shall provide IPC with details of the investigation and final disposition of the Security Incident relevant to the Services provided to IPC or which may impact
the confidentiality, integrity, or availability of such Work and of any IPC Data or systems. Supplier shall reasonably cooperate with governmental authorities
and non-governmental entities in any action or proceeding as may be deemed necessary by IPC as the result of such Security Incident. Within 5 calendar
days of a Security Incident, Supplier shall develop and execute a plan that reduces the likelihood of the same or a similar Security Incident from occurring
in the future consistent with the requirements of its Response Plan and industry standards (e.g., NIST Special Publication 800-61 Rev. 2 and NIST Special
Publication 800-184, as may be amended) and shall communicate that plan to IPC. Supplier shall provide recommendations to IPC on actions that IPC may take to assist in the prevention of recurrence, as applicable or appropriate. Within 5 calendar days of notifying IPC in writing of the Security Incident, Supplier
shall recommend actions to be taken by IPC on IPC-controlled systems to reduce the risk of a recurrence of the same or a similar Security Incident, including,
as appropriate, the provision of action plans and mitigating controls. Supplier shall coordinate with IPC in developing those action plans and mitigating controls. Supplier will provide IPC guidance, recommendations, and other necessary information for recovery efforts and long term remediation and/or
mitigation of cyber security risks posed to IPC Data, equipment, systems, and networks as well as any information necessary to assist IPC in relation to the
Security Incident. 30.7. Notification to Affected Parties. Supplier will, at its sole cost and expense, assist and cooperate with IPC with respect to any investigation of a Security
Incident, disclosures to affected parties, and other remedial measures as requested by IPC in connection with a Security Incident or required under any
applicable laws related to a Security Incident. In the event a Security Incident results in IPC Data being disclosed such that notification is required to be
made to any person or entity, including without limitation any customer, shareholder, or current or former employee of IPC or Supplier, under any applicable
laws, including privacy and consumer protection laws, or pursuant to a request or directive from a governmental authority, such notification will be provided
by IPC, except as required by applicable law or approved by IPC in writing. IPC will have sole control over the timing and method of providing such notification.

IPC General Terms and Conditions LGL 082 (1/1/2021)
Page 9 of 10
30.8. Unrelated Security Incidents. As used in this Section 30, "Supplier's Proprietary Information" means information and data that embodies a trade secret
owned or controlled by Supplier, or licensed to Supplier by a third party. In the event (a) Supplier's Proprietary Information, as such information relates to
the products and/or Work provided to IPC under this Agreement, has been corrupted or destroyed without authorization or has been accessed, acquired,
compromised, modified, used or disclosed by any unauthorized person, or by any person in an unauthorized manner or for an unauthorized purpose; (b)
Supplier knows or reasonably believes that an act or omission has compromised or may reasonably compromise the cybersecurity of the products and Work
provided by Supplier to an entity other than IPC; or (c) Supplier receives any valid complaint, notice, or communication which relates directly or indirectly to
(i) Supplier's handling of Supplier Proprietary Information or Supplier's compliance with applicable law in connection with Supplier's Proprietary Information
or (ii) the cybersecurity of the products and Work provided by Supplier to an entity other than IPC ("Unrelated Security Incident"), Supplier shall provide to
IPC a confidential report describing, to the extent legally permissible, a detailed summary of the facts and circumstances of the Unrelated Security Incident,
including a description of (1) why the Unrelated Security Incident occurred, (2) the nature of the Supplier's Proprietary Information disclosed, and (3) the
measures being taken to address and remedy the occurrence to prevent the same or a similar event from occurring in the future.
30.9. Audit Rights. Upon request, Supplier shall provide to IPC the opportunity to review a copy of the Supplier's policies, procedures, evidence and independent
audit report summaries that are part of Supplier's cyber security framework (e.g. ISO-27001, SOC2). IPC or its third-party designee may, but is not obligated
to, perform audits and security tests of Supplier's IT or systems environment and procedural controls to determine Supplier's compliance with the system,
network, data, and information security requirements of this Agreement. Audits of Supplier shall be done with at least 30 calendar days advance notice.
These audits and tests will not unduly affect Supplier's operations and may include coordinated security tests, interviews of relevant personnel, review of
documentation, and technical inspection of systems and networks as they relate to the receipt, maintenance, use, retention, and authorized destruction of
IPC Data. Supplier shall provide all information reasonably requested by IPC in connection with any such audits and shall provide reasonable access and
assistance to IPC upon request. Supplier will comply, within reasonable timeframes at its own cost and expense, with all reasonable recommendations that
result from such inspections, tests, and audits. IPC reserves the right to view, upon request, any original security reports that Supplier has undertaken or
commissioned to assess Supplier's own network security. If requested, copies of these reports will be reviewed on site at Supplier's facility at IPC's expense.
Supplier will notify IPC of any such security reports or similar assessments once they have been completed. Any regulators of IPC or its affiliates shall have
the same rights of audit as described herein upon request.
30.10. Subcontractors. To the extent that Supplier is permitted to engage Subcontractors to perform, or otherwise provide support to assist Supplier to perform,
any portion of the Work hereunder (each, a "Subcontractor"), then: (a) Supplier shall not share or disclose, or engage a Subcontractor to access, store,
process, transmit, or otherwise possess any IPC Data, unless and until such Subcontractor has agreed in writing to protect IPC Data in a manner substantially
similar (but in any case no less restrictive) to that required of Supplier under the Agreement, and then only on a need-to-know basis; (b) Supplier shall cause
such Subcontractors to comply with the obligations and restrictions associated with substantially the same work, tasks, functions, and responsibilities
performed by such Subcontractors that are applicable to Supplier under the Agreement, including, without limitation, those obligations set forth in these
terms and conditions; and (c) Supplier shall remain responsible for the work, tasks, functions, and responsibilities performed by Subcontractors to the same
extent as if such work, tasks, functions, and responsibilities were performed directly by Supplier and, for purposes of the Agreement, such work shall be
deemed Work performed by Supplier.
30.11. Indemnification. In addition to any other indemnification obligation of Supplier set forth in this Agreement, Supplier shall indemnify, defend, and hold IPC,
IPC Affiliates, and its and their respective officers, directors, employees, representatives, agents, successors, and assigns harmless from, for, and against
any Damages to the extent such Damages arise out of or in connection with: (i) a Security Incident (including a Security Incident by a Subcontractor); or (ii)
Supplier's, or any Subcontractor's, failure to comply with the requirements of this Section 30.
30.12. Injunctive Relief. Supplier acknowledges and agrees that any breach or threatened breach of the obligations set forth in this Section 30 may result in a
substantial likelihood of irreparable harm and injury to IPC, for which monetary damages alone may be an inadequate remedy, and which damages may be
difficult to accurately measure. Accordingly, Supplier agrees that in addition to any other remedies available, IPC shall have the right to seek to obtain
injunctive relief as well as other equitable relief allowed by the federal and state courts. The foregoing remedy of injunctive relief is agreed to without prejudice
to IPC's right to exercise any other rights and remedies it may have, including without limitation, the right to terminate this Agreement and seek damages or
other legal or equitable relief.
30.13. Survival. The rights and obligations set forth in this Section 30 shall survive the expiration or termination of this Agreement for any reason.
31. SUPPLIER CODE OF CONDUCT. At all times during the term of this Agreement, Supplier agrees to comply with IPC’s Supplier Code of Conduct, as revised
from time to time, available at www.idahopower.com/AboutUs/BusinessToBusiness/default.cfm.
32. DISPUTE RESOLUTION. Any dispute arising out of or in connection with the Contract Documents shall, to the extent practicable, be settled amicably by negotiation between the Parties represented by management of each Party, prior to either Party taking legal action. Notwithstanding the foregoing, however,
either Party may seek provisional legal remedies if in such Party’s judgment such action is necessary to avoid irreparable damage or preserve the status quo.
33. DISASTER RECOVERY AND BUSINESS CONTINUITY. Supplier shall maintain commercially reasonable disaster recovery plans and procedures reasonably calculated to fully restore all Work (“Disaster Recovery Plan”), including any warranty, maintenance, and support services, under this Agreement within 72 hours
of the occurrence of a Force Majeure Event affecting any Supplier facility (including any facility of any Subcontractor of Supplier). As used in this Section 33,
“Force Majeure Event” means any delay in performance hereunder caused by: fire, flood, earthquake, atypical elements of nature, riots, civil disorders, epidemics,
pandemics, rebellions or revolutions in any country, changes in governmental rules, laws, regulations, ordinances, permits, or licenses, relating to the Work,
discovery of undisclosed hazardous materials, or any other cause beyond the reasonable control of such Party and not reasonably anticipatable by such Party.
In the event of a Force Majeure Event resulting in the loss by Supplier of any IPC Data or other components of Work provided to IPC, Supplier shall promptly
reprocess such data, resupply such Service components, and re-perform the Work, as applicable, at no additional charge to IPC. If Supplier moves performance
of the Work to a different facility as a result of a Force Majeure Event, IPC shall not be charged for any additional costs associated with such move, including
procurement or shipment costs for components stored or used at a secondary location. All obligations of Supplier under this Agreement shall be fully reinstated
at the time that is 72 hours after the occurrence of such Force Majeure Event even if such Force Majeure Event is then continuing, the intent being that it is
Supplier ’s responsibility to employ sufficient disaster recovery and business continuity planning that it is able to relocate the provision of the Work from a different
Supplier facility, meeting all requirements in this Agreement, within 72 hours of the occurrence of a Force Majeure Event affecting a particular facility. If Supplier
does not restore Work within 72 hours, then IPC may terminate this Agreement upon written notice to Supplier.
34. PROHIBITED TECHNOLOGY. Pursuant to Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Supplier agrees that it does not use or have installed any telecommunications equipment, system, or service (or as a substantial or essential component of any system or critical
technology of any system) made by any of the following companies, or any subsidiary or affiliate thereof (including companies with the same principal word in the

IPC General Terms and Conditions LGL 082 (1/1/2021)
Page 10 of 10
name, e.g., “Huawei” or “Hytera): Huawei Technologies Company; ZTE Corporation; Hytera Communications Corporation; Hangzhou Hikvision Digital
Technology Company; or, Dahua Technology Company (collectively, “Prohibited Technology”). Prohibited Technology may include, but is not limited to,
video/monitoring surveillance equipment/services, public switching and transmission equipment, private switches, cables, local area networks, modems, mobile
phones, wireless devices, landline telephones, laptops, desktop computers, answering machines, teleprinters, fax machines, and routers. Prohibited Technology
does not include telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that the equipment
transmits or handles.

END OF GENERAL TERMS AND CONDITIONS—GOODS AND SERVICES

IPC General Terms and Conditions LGL 082 (12/6/2017)
Page 1 of 8

GENERAL TERMS AND CONDITIONS
GOODS AND SERVICES
“Supplier” as used in these General Terms and Conditions – Goods and Services (the “General Terms and Conditions”) means the party contracting with Idaho
Power Company to provide goods and/or services to Idaho Power Company, and those working for, with, or on behalf of that party. Supplier is identified as “Supplier”
on the applicable Idaho Power Company Purchase Order or Contract, as applicable per the heading on such document. “IPC” refers to Idaho Power Company. The
IPC Purchase Order or Contract, as applicable per the heading on such document, is referred to as the “Order.” The Order, these General Terms and Conditions, and
any other terms, conditions, documents, or schedules identified in the IPC Order, are collectively referred to as the “Contract Documents” and are hereby incorporated
by this reference into these General Terms and Conditions. “Goods” and “services” are intended to have their broadest meaning; “services” applies to all labor,
professional, manual and technical, and other human resources, provided by Supplier in fulfillment of the Order; “goods” includes, but is not limited to, Work Product,
project deliverables identified in the Contract Documents, equipment, and materials. “Goods” and “services” may collectively be referred to herein as the “Work”.
Supplier and IPC may also be referred to individually as a “Party” or collectively as the “Parties.”
1. AGREEMENT AS TO TERMS
1.1 The Order is an offer until accepted by Supplier. Supplier’s acceptance of the Order is limited to acceptance of the express terms contained in the Order and
related Contract Documents, without modification. Supplier’s scheduling or shipment of the Work or commencement of performance of services identified in the
Order, or Supplier’s signing of the Order, whichever occurs first, is an effective mode of acceptance of the Order and all terms set forth in the Order and the other
Contract Documents.
1.2 Any proposal for additional or different terms or any attempt by Supplier to vary in any degree any of the terms of the Order, whether in a document preceding
this Order not expressly agreed to in writing by IPC or in Supplier’s acceptance, is hereby objected to and rejected, and the Order shall be deemed accepted by
Supplier without the additional or different terms.
1.3 The Work provided by Supplier pursuant to IPC’s authorization, but prior to the full execution of the Order and related Contract Documents, shall be considered
as having been performed subject to these General Terms and Conditions.
2. SUPPLIER’S RESPONSIBILITY
2.1 Supplier agrees to perform the Order in accordance with the Contract Documents. Supplier agrees to provide sufficient resources as are necessary to timely
and efficiently fulfill Supplier’s obligations under the Order and the Contract Documents. Supplier will furnish and maintain any and all federal, state, county, and
municipal licenses or permits that apply to the Work performed by Supplier.
2.2 Supplier agrees to promptly submit to IPC, in accordance with a schedule approved by IPC, appropriate quantities of drawings and specifications for review and
approval. Supplier also agrees to give IPC access at all reasonable times to Supplier’s facilities for the purposes of inspecting the Order and Supplier’s
performance.
2.3 Supplier agrees to designate an individual who will represent Supplier in all communications, transactions, and matters with IPC associated with the Order. When
requested by IPC, such representative will be present, in person, at the site(s) where Supplier’s performance of the Order is being conducted.
2.4 Supplier will perform in compliance with reasonable and customary safety and work practices and applicable federal, state, and local laws, rules, and regulations.
Supplier is solely responsible for the training of Supplier’s employees, agents, and subcontractors, and the safe condition of the work site during performance of
Supplier’s obligations under the Order.
2.5 None of Supplier’s key personnel, including, but not limited to, managers, supervisors, engineers, computer technicians, and others integral to Supplier’s
performance of the Order and identified by Supplier in a bid or proposal or originally assigned to the performance of the Order may be withdrawn from the
performance of services without prior notice and approval of IPC.
2.6 Supplier agrees to achieve Final Completion of the Work by the “delivery date” specified in the Order (“Completion Date”). If no Completion Date is specified in
the Order or in the other Contract Documents, then the date of delivery and completion shall be six months from the date of the Order.
3. RESPONSIBILITY OF IPC
3.1 IPC shall have the right to review, test, inspect, approve, and accept documents, goods, and/or services to be provided or performed by Supplier. IPC’s review,
testing, inspection, approval, or acceptance of documents, goods, or services provided under the Order, however, shall not be deemed to relieve Supplier of
Supplier’s responsibility for the technical adequacy of Supplier’s Work or performance of Supplier’s obligations.
3.2 Upon timely Final Completion, IPC will pay Supplier the Total (as defined in Section 5) designated on the Order and any other undisputed sums due for properly
approved Amended Totals, as set forth in the following Sections 4 and 5.
4. CHANGES TO THE WORK. IPC may, at any time, by issuance of a formal written amendment to the Order, modify the drawings, designs, specifications,
project tasks or deliverables, methods of shipment, packing, place of delivery, time for performance, of any other aspect of services, or provide for additions or
reductions from the Order. Supplier agrees to promptly proceed with such changes. The changes are subject to these General Terms and Conditions. If IPC’s written request causes a material change to Supplier’s scope of Work and causes Supplier to incur additional cost that cannot be overcome by mitigation
(“Change”), then an equitable adjustment will be made to the Total, the delivery schedule, or the Completion Date, whichever IPC reasonably determines to be
appropriate; provided, however, that Supplier shall waive Supplier’s right to an equitable adjustment if Supplier fails to advise IPC in writing of a Change within
30 calendar days of the occurrence or event that caused the Change. In addition, in the event Supplier requests an equitable adjustment for a Change, Supplier
shall provide IPC a detailed cost and scheduling analysis, in a form acceptable to IPC.
5. COMPENSATION, BILLING, AND PAYMENT
5.1 The total amount of compensation to be paid for an Order (the “Total”) is identified as the “Total This P.O.” on the Order. Changes to the Total may be made
only as set forth in Section 4, and each approved change to the Total will be confirmed in writing by IPC and is referred to herein as an “Amended Total.” If the
Order is other than on a fixed price basis, the rates and pricing schedules, which will be the basis of unit-priced compensation, will be identified in the Order.
Unless otherwise specified in the Contract Documents, payment of the Total is payment in full for all Work identified in the Contract Documents, and for such

IPC General Terms and Conditions LGL 082 (12/6/2017)
Page 2 of 8
other labor, supervision, consulting, materials, equipment, and any and all other charges within the scope of, or reasonably inferable from, the Contract
Documents.
5.2 Billing:
a. With the exception of an Order which the Parties have agreed will be paid by lump sum, Supplier will submit an invoice not more frequently than every 30
days for compensation for that percentage of the Total or Amended Total provided or performed by Supplier in the previous calendar month (based on the
percentage of work completed relative to the Total), less any required retainage or withholding required by IPC. Supplier will not submit invoices in excess
of the Total or Amended Total. IPC may withhold from any payment any damages, backcharges, or claims incurred or reasonably anticipated by IPC to the
extent caused by Supplier.
b. Unless the Contract Documents provide otherwise, each invoice will separately identify and itemize goods and services, and shall include not less than the
following information, as applicable: (i) Supplier name; (ii) the Supplier Order number; (iii) the IPC Purchase Order number, (iv) IPC Contact: name; (v) Ship
To: name; (vi) Remit To: name; (vii) percentage of Order completed and milestones achieved; (viii) goods/service/task/deliverable description as per the
Order; (ix) individuals performing services for which hourly rates are charged; (x) numbers of hours worked; (xi) hourly billing rate; (xii) unit/rate description,
including unit/rate cost and quantity; (xiii) any freight costs paid, (xiv) invoice Total, and (xv) all federal, state, and local taxes imposed upon or on account
of such sale, together with any other information reasonably requested by IPC.
c. Supplier will be paid reimbursable expenses incurred by Supplier only where specifically provided in an Order and only if the types and amounts of each
expense (i) are reasonable and ordinary and customary reimbursable expenses; (ii) are billed to IPC within 60 days of being incurred by Supplier; and (iii)
receipts are provided with the invoice for the expenses.
5.3 Upon approval of Supplier’s invoice by IPC, IPC will pay all non-disputed amounts within 30 days of receipt of the invoice, provided however, that any IPC’s
payment is not due unless Supplier is in compliance with all provisions of the Contract Documents, including without limitation, all applicable insurance
requirements set forth in Section 12 below. To the extent IPC disputes or finds deficient any part of or the entire invoice, Supplier will be notified and may be
required to provide IPC with such documents and information as IPC may request for the purpose of resolving issues in disputed invoices. Payment of an invoice
shall not constitute acceptance of the Work and shall be subject to adjustment for errors, shortages, defects in the Work, damage to IPC for which Supplier is
partially or wholly responsible, or other failure of Supplier to meet the requirements of the Order, and shall not be deemed a waiver of IPC’s right of inspection
prior to acceptance of Work.
5.4 Payment for any Work shall not be deemed an acceptance thereof. Nothing in these General Terms and Conditions will be interpreted to mean that IPC has
waived any of its rights or remedies under the Uniform Commercial Code, as amended from time to time.
6. DELIVERY OF WORK. IPC may inspect Work delivered under an Order and may reject any or all of the same if IPC determines, in its discretion, that all or any
portion of them are defective or nonconforming. In addition to other rights and remedies available to IPC, rejected Work may be returned to Supplier at Supplier’s
expense. In such case, IPC may charge Supplier all expenses of such examination and inspection, including, but not limited to, charges relating to repackaging
and reshipping defective or nonconforming Work. Notwithstanding anything to the contrary in the Contract Documents, in the event IPC receives Work whose
defects or nonconformity is not apparent on examination, IPC reserves the right to revoke acceptance, or require that Supplier replace the defective Work, which
shall not be in limitation of any other rights or remedies available to IPC upon Supplier’s breach of this Agreement. Nothing contained in the Order relieves
Supplier in any way from Supplier’s obligation of testing, inspection, and quality control, and shall not be in limitation of IPC’s right to reject defective or
nonconforming Work.
7. FINAL PAYMENT
7.1 The final payment by IPC will be made within 30 days of Final Completion. “Final Completion” of an Order will occur at the earliest time at which all of the
following have been determined by IPC to have been completed:
a. all goods and services specified in the Order have been timely delivered and completed, as applicable, in accordance with the Contract Documents;
b. all deliverables, reports, materials, work product, and equipment related to the Work are satisfactory to IPC, are operational, and have been completed,
provided, and/or installed in accordance with the Contract Documents;
c. any and all performance tests or reviews designated by IPC have been completed to IPC’s satisfaction;
d. all systems are ready for start-up;
e. all “punch list” and deficiency items have been completed per IPC’s specifications;
f. all documents, data, work product, and warranties as may be required by the Contract Documents have been provided to IPC;
g. Supplier has provided Supplier’s affidavit, if requested by IPC, that all indebtedness connected with the Work rendered pursuant to the Order, including but
not limited to, payroll, payments to consulting professionals, suppliers, and others have been fully and finally paid or have provided evidence of release of
any and all liens and consent of surety (if applicable);
h. all site/project cleanup has been finalized; and
i. Supplier has submitted an invoice representing Supplier’s final bill for the Order and marked it “Final Invoice.” 7.2 The final payment will consist of any undisputed balance due to Supplier on the Order and any change made in accordance with these General Terms and
Conditions, and, if applicable, any retention or other withholding withheld by IPC. Tendering the final payment is deemed acceptance by Supplier of the final
payment. By accepting the final payment, Supplier releases all claims against IPC, except those expressly reserved in writing by Supplier prior to acceptance of the final payment.
7.3 Claims for money due or to become due from IPC shall be subject to deduction or set off if Supplier owes or will owe money to IPC, whether Supplier’s obligation
relates to the Order or any other transaction between Supplier and IPC.
8. TIME IS OF THE ESSENCE. Time is of the essence in the performance of Supplier’s obligations pursuant to the Order. Supplier shall comply with all schedule
requirements set forth in the Contract Documents, and shall provide a schedule for the performance of the Services if requested by IPC and in a form requested
by IPC. The Total to be paid to Supplier for the Order is based, in large part, upon Supplier’s informed representation to IPC that Supplier has the expertise, manpower, equipment, materials, and all other resources necessary to complete the Work called for in the Order and as set forth in Section 2.6. Without waiving
any other right or remedy it may have, if IPC determines that Supplier has failed or may fail to timely perform Supplier’s obligations required by the Contract
Documents, IPC may direct Supplier at Supplier’s expense to accelerate performance through initiation of such measures as shall be reasonably requested by IPC, which Supplier agrees to promptly undertake. Supplier agrees that an Order may contain liquidated damages. In the event the Order contains liquidated
damages, Supplier agrees that liquidated damages are not a penalty, but rather represent a reasonable estimate of actual loss and damages that IPC will suffer
by reason of Supplier’s failure to complete the Work in accordance with the Contract Documents.

IPC General Terms and Conditions LGL 082 (12/6/2017)
Page 3 of 8
9. SHIPMENT. Unless otherwise expressly stated on the Order, freight cost is not included in the Total and shall be identified separately (if applicable) on the
invoice to IPC. The means of shipment and location to which goods are to be delivered will be identified on the Order. If not so identified, shipment will be made
F.O.B. Destination. IPC shall be responsible only for the actual and standard cost of freight incurred for delivery of goods in the manner set forth in the Order.
Any increases to standard freight costs, such as expediting, shall be paid by Supplier, unless otherwise approved in writing by IPC.
10. INTELLECTUAL PROPERTY INDEMNITY
10.1 Supplier represents and warrants that all Work supplied under this Order shall not infringe on any third party's patent, copyright, trade secret, trade name,
trademark or service mark, or other proprietary right. Supplier shall at Supplier’s own expense defend, indemnify, and hold IPC, its officers, directors, agents,
representatives, employees, customers, and users of IPC's goods and services harmless for, from, and against any and all claims, allegations, liabilities,
damages, and expenses (including attorneys' fees) arising out of, or relating to, any claimed infringement of patents, copyrights, trade secrets, trade names,
trademarks, service marks, or other proprietary right in connection with Work supplied by Supplier under the Order.
10.2 In case IPC is not able to use Supplier’s Work, or any part or component thereof, due to actual or alleged infringement, Supplier shall immediately either: (a)
procure for IPC the right to continue to use such Work or replace it with substantially equivalent non-infringing Work; or (b) modify such Work so that it becomes
non-infringing.
11. PROPRIETARY RIGHTS
11.1 Supplier agrees that all writings, drawings, designs, copyrightable material, inventions (whether or not patentable), improvements, discoveries, developments,
and all works of authorship created by Supplier in performance of the Work hereunder, including all worldwide rights therein under any patent, copyright, trade
secret, confidential information, or any other intellectual property right (collectively “Work Product"), are the sole property of IPC. Supplier immediately and
automatically assigns to IPC all right, title, and interest in and to all such Work Product, and shall perform such further acts needed to transfer, perfect, and
defend IPC's ownership of the Work Product. Supplier shall require Supplier’s subcontractors to execute written assignments of Work Product to effect such
assignment.
11.2 To the extent that Supplier or third parties retain ownership rights in materials delivered with the goods, or upon which the Work Product is based, Supplier
hereby grants to IPC an irrevocable, worldwide, non-exclusive, royalty-free right and license to make, have made, modify, use, distribute, publicly perform or
display, sell, offer to sell, and import such materials. Supplier hereby warrants that Supplier owns or has acquired rights in all such intellectual property necessary
to grant the licenses and intellectual property rights set forth in this Section 11.
12. INSURANCE
12.1 Supplier, at Supplier’s own expense, shall procure and maintain, during the term of performance of Supplier’s obligations pursuant to this Order, the following
types of insurance with limits as specified:
a. Worker’s Compensation Insurance shall be at statutory limits and shall comply with the laws of the state in which the Order is being performed. A waiver of
subrogation in favor of IPC shall be included.
b. Employer Liability Insurance of not less than $1,000,000.
c. Automobile Liability Insurance with a combined single limit of at least $2,000,000 covering all owned, non-owned, or hired automobiles used in connection
with the services. Bodily injury and property damage liability limits shall be each accident combined single limit. An endorsement shall be issued naming
IPC as an additional insured.
d. Commercial General Liability Insurance with a combined single limit of not less than $2,000,000 each occurrence and in the aggregate, combined single
limit. The insurance shall include coverage for contractual liability. An endorsement shall be issued naming IPC as an additional insured.
e. Professional Liability (Errors & Omission) Insurance with a limit of not less than $2,000,000 (this coverage is required when professional services are
provided under the Order).
12.2 Supplier’s subcontractors shall be required by Supplier under the terms of any subcontract to obtain like insurance coverage to that specified in subparagraphs
a, b, c, d, and e of Section 12.1.
12.3 Insurance coverage described above shall be carried with insurance companies reasonably satisfactory to IPC. Prior to Supplier’s commencement of
performance of the Order, Supplier will provide to IPC a certificate of insurance evidencing appropriate insurance coverage and naming IPC as an additional
insured as required above, along with a waiver of subrogation, as required by Section 12.1 above. These certificates will contain a provision that coverage will
not be canceled until at least 30 days prior written notice has been given to IPC.
13. SUBCONTRACTING. If Supplier causes any part of the Order to be performed by a subcontractor, these General Terms and Terms and Conditions shall be
made applicable to such subcontractor(s) and its officers, agents, and employees in all respects. Supplier shall not, in any manner thereby, be discharged from
Supplier’s obligations and liabilities hereunder, but shall be liable for all acts and omissions of any subcontractor, its officers, agents, and employees. IPC shall have the right, upon request, to review and approve any subcontractor(s). Upon request, copies of all subcontracts shall be furnished to IPC. Supplier shall be
solely responsible for invoicing and the collection of payment from Supplier’s subcontractors, and Supplier’s failure to obtain timely payment from subcontractors
shall not in any way affect Supplier’s obligations under the Contract Documents.
14. WARRANTY
14.1 Warranty of Qualifications and Compliance: Supplier represents and warrants that all statements and materials regarding Supplier’s qualifications to perform the
Order are true and correct and are not misleading or incomplete for any reason. Supplier warrants and certifies that all items furnished and all services performed under the Order do and will comply with current applicable standards of the Federal Occupational Safety and Health Act and all other applicable federal, state
and local laws and regulations.
14.2 Warranty of Title: Supplier warrants that title to all Work provided by Supplier will pass to IPC no later than the time of delivery and at such time will be free and clear, except for amounts owing from IPC to Supplier pursuant to the Order, of liens, claims, security interests, or encumbrances of Supplier, Supplier’s
subcontractors, material suppliers, and other entities claiming an interest in the goods or services provided under the Order.
14.3 Warranty of Workmanship and Quality: Supplier warrants that (a) the Work covered by the Order will be in exact accordance with the Order and related Contract Documents and the description and specifications provided by Supplier in marketing and technical material provided to IPC in relation to the Order; (b) the goods
will be free from defects in material, design, and workmanship, new, and merchantable; and (c) services will be performed with the highest degree of professional
skill and care of professionals in the same industry and consistent with IPC’s intended results. Supplier further warrants that any goods comprising computer hardware or software, and supplied by Supplier; (i) are free from viruses, defects, disabling codes, software routines, or hardware components designed to

IPC General Terms and Conditions LGL 082 (12/6/2017)
Page 4 of 8
permit (either automatically or through externally applied controls) unauthorized access or allow the goods to be disabled, have content erased, or otherwise be
harmed (collectively, “Contaminants”), have been duly tested to ensure that there are no such Contaminants, and are subject to recognized and appropriate
release procedures including the latest version of a proprietary virus detection software package standard in the industry, and Supplier shall ensure that
corresponding obligations are imposed on Supplier’s subcontractors or agents; (ii) have been obtained from a reputable and reliable software developer and not
through any interest group or multi-organizational software sharing scheme, and do not include any open source, freeware, or shareware; and (iii) will comply
and function substantially in accordance with any related user documentation.
14.4 Inspection and Right of Access and to Accelerate: Supplier agrees that IPC may perform inspections of Work being provided by Supplier in the course of
Supplier’s performance of the Order, including, but not limited to, inspection of any material, work product, and equipment furnished by Supplier. Supplier shall
furnish access to Supplier’s facilities to IPC and its agents during standard business hours and at the locations requested by IPC, for the purpose of carrying out
such inspections. IPC shall not have any duty to make such inspections, and any inspection by IPC shall not limit IPC’s rights and remedies in any way.
14.5 Survival of Warranties: The foregoing warranties are in addition to all other warranties, expressed or implied, and shall survive any delivery, inspection,
acceptance, and payment by IPC. Supplier’s warranties shall be effective for the period of time either (a) set forth on the face of the Order, or (b) set forth in a
writing provided by Supplier or agreed upon by Supplier, or (c) 18 months from the date of Final Payment, whichever is greater. If any goods or services furnished
hereunder do not meet the warranties specified herein, IPC may, at its option: (i) require Supplier to correct, at no cost to IPC, any defective or nonconforming
goods or services by repair or replacement within seven days of notice to Supplier; (ii) return such defective or nonconforming goods at Supplier’s expense to
Supplier and recover from Supplier the price thereof, together with any damages resulting there from; (iii) correct the defective or nonconforming goods or
services itself and charge Supplier with the cost of such correction; or (iv) accept the defective or nonconforming goods or services at a reduced price.
15. TERMINATION; REMEDIES
15.1 Termination for Cause. If either Party materially breaches the Order or any Contract Document and the material breach is not cured within 10 calendar days
after the non-breaching Party gives the breaching Party written notice thereof, then the non-breaching Party may elect to terminate the Order and any of the
Contract Documents by giving the breaching Party written notice of the termination; provided, however, that if the nature of the breach is such that it could not
reasonably be cured within the 10 calendar day period, then the non-breaching Party may terminate the Order and any of the Contract documents immediately
upon providing written notice to the breaching Party. In the event the Order contains liquidated damages, Supplier agrees that IPC may terminate the Order
under this Section 15.1 if IPC assesses liquidated damages in an amount equal to the liquidated damages cap, if any.
15.2 Termination for Convenience. Subject to Section 15.4(c) below, IPC may terminate all or any portion of the Order at any time and for any reason without cause
and without penalty by giving notice to Supplier.
15.3 Termination Upon Bankruptcy or Insolvency Events. IPC may, by notice to Supplier, terminate in whole or in part the Order and any Contract Document in the
event of suspension of Supplier’s business, Supplier’s insolvency, institution of bankruptcy, reorganization, or liquidation proceedings by or against Supplier, the
appointment of a trustee or receiver for Supplier’s property or business or any assignments by Supplier for the benefit of one or more creditors.
15.4 Effect of Termination.
a. In the event of termination of an Order or Contract Document pursuant to Section 15.1, 15.2, or 15.3, all obligations of the Parties (other than those
obligations that expressly or by nature survive termination) shall terminate, Supplier shall promptly return to IPC all IPC confidential information, materials,
files and other information specific to the Order performed for IPC in a form and format acceptable to IPC, as well as any partially completed Work Product.
Upon request by IPC, Supplier shall certify in writing that Supplier has returned all information obtained from IPC.
b. In the event of termination by IPC pursuant to Section 15.1, Supplier shall be liable for the Supplier Termination Payment. For purposes of the Contract
Documents, “Supplier Termination Payment” means the difference, if positive, between (a) the sum of (i) all costs and expenses incurred by IPC to complete
(or cure deficiencies in) the Work under the Order(s) terminated by IPC, including compensation for obtaining a replacement goods supplier and
replacement goods, and for obtaining any additional services required as a consequence of IPC’s termination of the Order resulting from Supplier’s material
breach, (ii) all other reasonable costs, expenses and damages suffered by IPC as a result of such termination of the Order(s), including any additional
costs payable to the Supplier as a result of such termination by IPC, and (iii) all amounts previously paid to Supplier under the Contract Documents with
respect to such Work and terminated Orders, less (b) the Total.
c. In the event of termination by IPC pursuant to Section 15.2, IPC’s liability shall be the lesser of: (a) actual non-recoverable costs incurred by Supplier that
Supplier can demonstrate were properly incurred prior to the date of termination; or (b) the contract price per finished unit, after giving effect to any discount
to which IPC would otherwise be entitled. In the event of termination of any separate services specifically ordered, Supplier shall be entitled to receive
payment for complying goods delivered and services actually performed in accordance with the Contract Documents, but only to the extent there is no
dispute or applicable offsets or withholdings related to the services. Supplier shall promptly refund all prepaid but unearned monies to IPC and assign to
IPC all subcontracts with Supplier’s subcontractors, if directed by IPC. In any event, Supplier shall not be entitled to receive payment for goods not delivered
and services not provided, or for costs and expenses associated therewith.
d. Upon receipt of a termination notice, Supplier shall, unless otherwise directed, cease Work and follow IPC’s directions as to disposal of supplies and Work in progress and finished goods.
e. OTHER THAN IN THE EVENT OF TERMINATION DUE TO IPC’S MATERIAL BREACH PURSUANT TO SECTION 15.1, THE FOREGOING STATES
IPC’S ENTIRE LIABILITY FOR TERMINATION. 15.5 Termination Not Exclusive Remedy; Remedies Cumulative. The rights and remedies of IPC provided in this Section 15 shall not be exclusive and are in addition
to any other rights and remedies provided by law or in equity or in the Contract Documents. IPC’s remedies shall be cumulative and remedies herein specified
do not exclude any remedies allowed by law or in equity. Waiver of any breach shall not constitute waiver of any other breach of the same or any other provision.
16. TITLE; RISK OF LOSS; IPC PROPERTY
16.1 Supplier warrants title to all goods sold. Supplier bears the risk of loss or damage to the items purchased under this Order until they are delivered in conformity
with this Order at IPC’s delivery point, IPC has determined that they conform to the description set forth in the Order (or expressly waives nonconformity), and accepts the goods. Upon such acceptance by IPC, Supplier’s responsibility for loss or damage to the goods shall cease, except for loss or damages to the
goods that occurred prior to acceptance or that result from Supplier’s negligence or misconduct.
16.2 All drawings, artwork, data, material, supplies, equipment, tooling, dies, molds, fixtures, and patterns furnished or paid for by IPC and used by Supplier or
Supplier’s subcontractors shall be held at Supplier’s sole risk and, upon IPC’s request, shall be returned to IPC in good condition.

IPC General Terms and Conditions LGL 082 (12/6/2017)
Page 5 of 8
17. FORCE MAJEURE
17.1 Neither Party shall be liable for any breach, default, or delay in the performance of the obligations under the Order if and to the extent such default or delay is
caused by fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, rebellions or revolutions, unanticipated changes in governmental laws
and regulations, or any other cause beyond the reasonable control of such Party (a “Force Majeure Event”); provided the non-performing Party is without
fault in causing such breach, default, or delay, and such breach, default or delay could not have been prevented by reasonable precautions and cannot
reasonably be circumvented by the non-performing Party through the use of alternate sources, work-around plans, or other means. For purposes of clarity,
late delivery of goods or performance of services by Supplier’s suppliers or vendors shall not constitute a Force Majeure Event nor form the basis for limiting
any liquidated damages payable in connection with an Order.
17.2 The Party claiming a Force Majeure Event must give the other Party immediate written notice of the Force Majeure Event and the time for
resumption of performance (if applicable) by that Party.
18. INDEMNIFICATION
18.1 Supplier agrees to indemnify, defend, reimburse, and hold harmless IPC and its successors and its and their respective directors, officers, members, employees,
representatives, and agents (collectively, the “Indemnities”), from, for, and against any and all allegations, claims, liens, losses, demands, damages, expenses,
suits, judgments, and costs of any kind whatsoever, including, without limitation, settlement costs, court costs, and attorneys’ and expert witness fees and
expenses (collectively, “Damages”), whether actual or merely alleged from a third party, arising out of, or relating to: (a) Supplier’s (and, for purposes of clarity,
those of Supplier’s agents, subcontractors, and independent contractors) acts, negligence, omissions, or willful misconduct; (b) Work supplied hereunder; (c) a
breach of any of Supplier’s representations, warranties, or covenants, or any other term and condition of the Contract Documents; (d) a claim that any goods or
services furnished hereunder infringe upon or misappropriate any patent, copyright, trademark, trade secret, or other intellectual property interest of another; (e)
a claim of any lien, security interest or other encumbrance made by a third party; or (f) a violation of federal or state law, regulation, statute, or ordinance. This
indemnity shall apply without regard to whether the Damages are based on breach of contract, breach of warranty, negligence, strict liability, or other tort. This
indemnity shall survive delivery and acceptance of the Work.
18.2 At the request of IPC, Supplier shall defend any action, claim or suit asserting a claim, which might be covered by this indemnity. Supplier shall pay all costs and
expenses that may be incurred by IPC in enforcing this indemnity and defense agreement, including attorney’s fees and costs actually paid by IPC.
18.3 If IPC seeks indemnification from Supplier, IPC shall: (a) notify Supplier of the assertion of any claim; (b) provide reasonable assistance (at Supplier’s expense)
in connection with the defense; (c) be entitled to pre-approve any settlement; and (d) be entitled to, in the exercise of reasonable discretion, pre-approve legal
counsel selected by Supplier.
19. RECORDS
19.1 Supplier will maintain books and accounts of the costs relating to Supplier’s performance of the Order with generally accepted accounting principles and practices
for Supplier’s particular industry or profession. Supplier’s records will be kept in such a manner and in sufficient detail to clearly disclose the nature and amount
of Work provided by Supplier, costs pertaining to the Order, and the basis for charges or allocations to the Order.
19.2 Supplier agrees to retain all records and results of the Work performed under the Order for period of not less than three years after Final Completion. At IPC’s
request, Supplier will deliver either the original or a copy of any and all field notes, investigative notes, tests, photos, records, calculations, summaries, reports,
and records produced and collected by Supplier, Supplier’s agents, employees, and subcontractors, in the course of performance of the Order.
19.3 IPC will have access at all reasonable times, during the performance of obligations under this Order and for a period of three years thereafter, to all of Supplier’s
accounts and records pertaining or related to the Order for the purpose of verifying or reviewing the quality, quantity, and Supplier’s progress of performance of
the Order, reimbursable costs, amounts claimed by Supplier, and estimates of cost for fixed rates, labor and material rates, and for any other reasonable purpose.
20. HAZARDOUS WASTE AND INDEMNIFICATION
20.1 For purposes of the Order, “Hazardous Materials” means any substance or material which is defined as or included in the definition of “hazardous substances,”
“hazardous wastes,” “hazardous materials,” “extremely hazardous waste,” “acutely hazardous wastes,” “restricted hazardous waste,” “toxic substances,” or “known
to cause cancer or reproductive toxicity” (or words of similar import), petroleum products (including crude oil or any fraction thereof), or any other chemical,
substance, or material which is prohibited, limited, or regulated under any federal, state, or local law, ordinance, regulation, order, permit, license, decree, common
law, or treaty now or hereafter in force regulating, relating to, or imposing liability or standards concerning materials or substances known or suspected to be toxic
or hazardous to health or safety, the environment, or natural resources.
20.2 Supplier shall not cause or permit any Hazardous Materials to be brought upon, kept, or used in or about IPC’s premises without the prior written consent of IPC,
which shall not be unreasonably withheld provided Supplier demonstrate to IPC’s satisfaction that such Hazardous Materials are necessary or useful to the Work
Supplier is providing under the Order and will be used, kept, stored, and cleaned up in a manner that complies with all laws regulating any such Hazardous
Materials so brought upon or used or kept in or about IPC’s premises.
20.3 Supplier, on Supplier’s own behalf and on behalf of Supplier’s agents, representatives, and subcontractors agree to indemnify, hold harmless, and defend the
Indemnitees from and against any and all Damages that any or all of the Indemnitees may hereafter suffer, incur, be responsible for, or pay out, including for personal injuries, property damage, or contamination of or adverse effects on the environment, arising out of or relating to the breach of any of Supplier’s
representations, covenants, or warranties set forth in the Order, or any of Supplier’s negligent actions or omissions or willful misconduct in the performance of the
Order, or the violation of any law, ordinance, or regulation relating directly or indirectly to Hazardous Materials. Such indemnity shall exclude Damages that are the result of any negligent actions or omissions or willful misconduct of the Indemnities or their employees, officers, owners, directors, subcontractors, or agents.
The indemnification obligations hereunder shall remain in force and effect after termination of the Order.
21. GOVERNING LAW / VENUE. Enforcement and interpretation of the Contract Documents shall be governed by and construed in accordance with the laws of the state of Idaho, notwithstanding its choice of law provisions. Venue for any enforcement or interpretation or other proceeding shall be in Ada County, Idaho.
22. INDEPENDENT CONTRACTOR. Supplier agrees to perform the Order as an independent contractor. Nothing contained in the Contract Documents shall create
or be construed as creating the relationship of employer and employee, or partnership, or joint venture between IPC and Supplier, or between IPC and any person or persons employed or engaged by Supplier.

IPC General Terms and Conditions LGL 082 (12/6/2017)
Page 6 of 8
23. EQUAL EMPLOYMENT.
23.1 During performance of Supplier’s obligations under the Order, Supplier agrees to comply with all applicable equal employment opportunity, small business, and
affirmative action laws and regulations. If applicable, Supplier and any subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a)
and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals
with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these
regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals
without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.
23.2 To the extent Executive Order 13496 applies to this Agreement or the Work performed hereunder, the text of 29 CFR Part 471, Appendix A to Subpart A (as
amended, modified, restated or supplemented from time to time) is hereby incorporated by reference into this Agreement as if set forth fully herein. Supplier and
any subcontractor shall comply with all requirements set forth in 29 CFR Part 471, Appendix A to Subpart A.
24. NON-ASSIGNABILITY. Neither the Order, nor any part thereof, may be assigned or delegated by Supplier, by operation of law or otherwise, without the express
written consent of IPC. Any attempt to assign or delegate the Order will be void.
25. SURVIVAL. All terms in the Contract Documents relating to warranty, indemnification, confidentiality, and those provisions which, by their nature, survive
expiration, cancellation, or other termination of the Order, shall remain in full force and shall survive such expiration, cancellation, or termination of the Order.
26. ENTIRE AGREEMENT; AMENDMENT. The Contract Documents, amendments thereto, and the exhibits, addenda, and schedules which are included in any
one or more of those documents, constitute the entire agreement between the Parties with respect to this Order. In the event of any conflict or inconsistency
between this document and any other document comprising the Contract Documents, the terms and provisions set forth in these General Terms and Conditions,
as amended from time to time, shall apply. There are no oral or written understandings, representations, or commitments of any kind, express or implied, which
are not expressly described in the Contract Documents. The Contract Documents may not be modified other than by the method described in Section 4 of these
General Terms and Conditions; any other modification must be in writing signed by both Parties.
27. WAIVER. The rights and remedies of the Parties are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising any right,
power, or privilege under the Order will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or
privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent
permitted by applicable law, no waiver that may be given by a Party will be applicable except in the specific instance for which it is given; and no notice to or
demand on one Party will be deemed to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further action
without notice or demand.
28. SEVERABILITY. Whenever possible, each provision and term of these General Terms and Conditions will be interpreted in a manner to be effective and valid,
but if any provision or term is held to be prohibited by law or invalid, then such provision or term will be ineffective only to the extent of such prohibition or
invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of the General
Terms and Conditions. If any of the covenants set forth in these General Terms and Conditions are held to be unreasonable, arbitrary, or against public policy,
such covenants will be considered divisible with respect to scope and time, and in such lesser scope or time will be effective, binding, and enforceable.
29. CONFIDENTIALITY. IPC and Supplier (as to information disclosed, the “Disclosing Party”) may each provide the other Party (as to information received, the
“Receiving Party”) with Confidential Information. “Confidential Information” means (a) all terms of the Contract Documents, (b) all information that is designated
in writing as “confidential” or “proprietary” by the Disclosing Party at the time of written disclosure, (c) all information that is orally designated as “confidential” or
“proprietary” by Disclosing Party at the time of oral disclosure and is confirmed to be “confidential” or “proprietary” in writing within 10 days after oral disclosure;
and (d) All Critical Energy/Electric Infrastructure Information (“CEII”), as defined by the Code of Federal Regulations, Title 18, Section 388. CEII includes both
Critical Energy Infrastructure Information and Critical Electric Infrastructure Information. As used in these General Terms and Conditions, Critical Energy
Infrastructure Information means specific engineering, vulnerability, or detailed design information about proposed or existing critical infrastructure that: i)
contains detail about production, generation, transportation, or distribution of energy; ii) could be useful to a person planning an attack on critical infrastructure;
iii) is exempt from mandatory disclosure under the Freedom of Information Act, 5 U.S.C. 55; and iv) does not simply give the general location of the critical
infrastructure. Critical Electric Infrastructure Information means information related to critical electric infrastructure, or proposed critical electrical infrastructure,
generated by or provided to the Federal Energy Regulatory Commission (“FERC”) or other Federal agency other than classified national information, that is
designated as critical electric infrastructure information by FERC or the Secretary of the Department of Energy pursuant to section 215A(d) of the Federal Power
Act. CEII includes, but is not necessarily limited to: transmission conductor details, transmission structure design details, planned or expected transmission
outages critical to the power system, substation design details, control center locations or design details, power plant facility design details, geographic
coordinates more specific than line routes and natural gas line locations or design details. Receiving Party agrees: (i) to use the Confidential Information only in
connection with the Contract Documents and permitted use(s) and maintenance of goods and services, (ii) to take reasonable measures to safeguard and
prevent disclosure of the Confidential Information, except to its employees, agents, or financing parties who have a need to know for the Receiving Party to
perform its obligations under the Contract Documents or to use and maintain goods or services, and (iii) that it will not disclose the Confidential Information to any person, firm or corporation, or use such Confidential Information for any purpose other than as necessary to perform its obligations under the Contract
Documents or to use or maintain the goods or services. Supplier shall not make any public announcement about the Contract Documents or associated
transaction, including their existence, without prior written approval by IPC. The obligations of this Section 29 shall not apply as to any portion of the Confidential Information that: (i) is or becomes generally available to the public other than from disclosure by Receiving Party, its representatives, or its affiliates; (ii) is or
becomes available to Receiving Party or its representatives or affiliates on a non-confidential basis from a source other than Disclosing Party when the source
is not, to the best of Receiving Party’s knowledge, subject to a confidentiality obligation to Disclosing Party; (iii) is independently developed by Receiving Party, its representatives or affiliates, without reference to the Confidential Information; (iv) is required to be disclosed by law, a valid legal process, or a government
agency; (v) is approved for disclosure in writing by an authorized representative of Disclosing Party; or (vi) the Receiving Party discloses to its advisors for
analytical purposes, provided that such financial advisors are subject to an obligation as to confidentiality no less onerous than that set out in this Section 29. This Section 29 does not supersede, and shall be deemed to supplement, any separate confidentiality or nondisclosure agreement signed by the Parties.
30. STANDARD OF PERFORMANCE. Supplier agrees that the Work will be performed with the highest degree of professional skill and care of professionals in
the same industry and consistent with IPC’s intended results.

IPC General Terms and Conditions LGL 082 (12/6/2017)
Page 7 of 8
31. DATA OWNERSHIP, DATA SECURITY, AND PHYSICAL AND ELECTRONIC PROTECTION. For purposes of the Contract Documents, “IPC Data” means all
data and information, including but not limited to: 1) data regarding IPC, its customers or vendors (other than Supplier) that is either: (a) furnished, disclosed, or
otherwise made directly or indirectly available to Supplier or its subcontractors at all tiers by or on behalf of IPC under the Contract Documents; or (b) collected
or created by Supplier in the course of performing the Order; and 2) CEII (defined in Section 29). IPC Data shall remain the sole property of IPC. Supplier may
not use IPC Data for any purpose other than to perform its obligations under an SOW. IPC Data may not be sold, assigned, leased or otherwise disposed of or
commercially exploited by Supplier.
31.1 Data Security. Supplier represents, warrants, and covenants to IPC that Supplier has developed and implemented, currently has in place, and shall maintain
during the term of this Agreement a comprehensive information security program that includes administrative, technical, and physical safeguards and controls
sufficient to: (i) ensure the security and confidentiality of IPC Data; (ii) protect against anticipated threats or hazards to the security or integrity of such
information; and (iii) protect against unauthorized access to, or disclosure or use of, all IPC data that Supplier accesses, receives, stores, processes, transmits,
maintains, or possesses (collectively, “Security”). Supplier shall document its Security and all safeguards, procedures, and controls and keep them current in
light of changes in relevant technology and provide IPC with a copy of the same upon request and at no cost to IPC. Such Security shall include, but not be
limited to, the following:
(a) Supplier shall utilize industry-accepted firewalls, up-to-date anti-virus software, and non end-of-life operating systems.
(b) Supplier shall ensure access is controlled to the physical location of the hardware containing IPC Data.
(c) Supplier shall secure electronic access to Supplier’s information systems containing IPC Data.
(d) Supplier shall store, process, and maintain any and all IPC Data on designated target servers that reside physically within the boundaries of the United
States.
(e) Supplier shall not process or transfer IPC Data to any unencrypted portable or laptop computing device, or any other unencrypted portable storage
medium.
(f) Supplier shall provide its workforce position appropriate cybersecurity awareness training.
(g) Supplier shall take measures to protect IPC Data against destruction, loss, or damage due to potential environmental hazards, such as fire and water
damage or technological failures.
(h) Upon termination of this Agreement, Supplier shall require the destruction or erasure of physical or electronic media containing IPC Data so that such
information cannot practicably be read or reconstructed.
31.2 Compliance with Data Protection Rules. Supplier shall observe and comply with all applicable federal and state data privacy and data protection laws
and regulations that are now in effect or hereafter promulgated that are applicable to the Services provided by Supplier under this Agreement or any IPC Data
that Supplier controls, access, receives, stores, processes, transmits, maintains, or possesses in connection with the Services. In addition, Supplier will
comply with all IPC’s policies, standards, and data protection procedures in effect when the applicable SOW is performed and shall sign and comply with all
IPC forms related to the same.
31.3 Information Security Training. Supplier shall comply with IPC’s information security requirements, policies, and procedures. Suppliers who require
electronic access to any network or information system owned by IPC shall complete IPC’s on-line information security training. Supplier shall authorize only
those employees who are necessary for and directly involved in Supplier’s performance of its obligations under this Agreement, to have access to the IPC
Data (whether physically or through computer system access) and solely on a “need to know” basis (collectively, “Authorized Persons”). Supplier shall not
authorize anyone other than Authorized Persons to have access to the IPC Data at any time. Authorized Persons shall sign an agreement regarding
compliance with IPC’s Information Security Standards, including without limitation, both electronic and physical access requirements prior to receiving access.
31.4 Security Screening. Supplier acknowledges and agrees that certain portions of IPC’s premises may have restricted access and may require prior
authorization or an IPC designated escort to allow Supplier access. Supplier further acknowledges and agrees that electronic access to any IPC network or
information system owned by IPC requires prior authorization by IPC. If requested, Supplier agrees to comply (and cause Supplier’s agents and
subcontractors to comply) and certify, at Supplier’s expense, with all IPC requirements, policies, requests and procedures relating to physical access to IPC
property or (as applicable) electronic access to any network or information system owned by IPC, including, but not limited to, employee and subcontractor
drug screening, seven year background checks, social security number verification, and other similar procedures. No work can begin until these requirements
have been met.
31.5 Security Incident. Supplier shall promptly notify IPC if Supplier discovers or becomes aware: (a) that Supplier is not in compliance with or has violated any
of the requirements of this Section 31; or (b) of any unauthorized disclosure or use of or access to IPC Data or any unauthorized intrusion, penetration, or
security breach involving Supplier systems that affects IPC (each of (a) and (b) a “Security Incident”). In addition to all other remedies permitted under this
Agreement and applicable law, Supplier shall be required to promptly remedy and mitigate any damages, losses, or expenses caused by a breach in the security
of Supplier’ systems that adversely impacts IPC and take all measures as may be reasonably necessary to prevent any further Security Incident. Supplier shall
reasonably cooperate with IPC or governmental authorities and non-governmental entities in any action or proceeding as may be deemed necessary by IPC as
the result of such Security Incident.
31.6 Audit Requirements. In addition, IPC or an appointed audit firm (“Auditors”) shall have the right to audit Supplier’s and subcontractor’s (at all tiers) Security
and the design and operating effectiveness of controls over Supplier’s and any applicable subcontractors’ sites, facilities, and systems, to the extent that they
relate to the Services. IPC will provide Supplier with 10 business days’ written notice of its intent to audit Supplier. IPC will provide a scope document and a
request for deliverables at the time it provides written notice of the audit. If requested by IPC, Supplier will provide a personal site guide for IPC or Auditors while on the site. Supplier shall provide IPC and the Auditors with a reasonable workspace on site that includes appropriate lighting and electrical amenities, a printer,
and Internet connectivity. Supplier will make its employees and its subcontractors available for interviews in person or on the phone during the time frame of
the audit. In lieu of IPC or its appointed audit firm performing their own audit, if Supplier has an external audit firm of good reputation that performs a certified SSAE16 SOC 2 Type II audit (or a mutually agreed equivalent audit, report, attestation, and opinion), IPC may, at its sole discretion, allow Supplier to use the
external audit firm to perform the audit under conditions determined by IPC. IPC audits will be at IPC’s expense, unless the audit reveals material noncompliance
with the Agreement, in which case all costs and expenses related to the audit will be borne by Supplier. 31.7 Subcontractors. To the extent that Supplier is permitted to engage subcontractors to perform, or otherwise provide support to assist Supplier to perform,
any portion of the Services hereunder (each a “Permitted Subcontractor”), then: (a) Supplier shall not share or disclose, or engage a Permitted Subcontractor to
access, store, process, transmit, or otherwise possess any IPC Data, unless and until such Permitted Subcontractor has agreed in writing to protect IPC Data
in a manner substantially similar (but in any case no less restrictive) to that required of Supplier under this Agreement, and then only on a need-to-know basis;
(b) Supplier shall cause such Permitted Subcontractors to comply with the obligations and restrictions associated with substantially the same services, tasks,
functions, and responsibilities performed by such Permitted Subcontractors that are applicable to Supplier under this Agreement, including, without limitation,
those obligations set forth in this Section 31; and (c) Supplier shall remain responsible for the services, tasks, functions, and responsibilities performed by

IPC General Terms and Conditions LGL 082 (12/6/2017)
Page 8 of 8
Permitted Subcontractors to the same extent as if such services, tasks, functions, and responsibilities were performed directly by Supplier and, for purposes of
this Agreement, such work shall be deemed work performed by Supplier.
31.8 Indemnification. In addition to any other indemnification obligation of Supplier set forth in this Agreement, Supplier shall indemnify, defend, and hold IPC,
IPC Affiliates, and its and their respective officers, directors, employees, representatives, agents, successors, and assigns harmless from, for, and against any
Damages to the extent such Damages arise out of or in connection with: (i) a Security Incident (including a Security Incident by a Permitted Subcontractor); or
(ii) Supplier’s, or any Permitted Subcontractor’s, failure to comply with the requirements of this Section 31.
31.9 Injunctive Relief. Supplier acknowledges and agrees that any breach or threatened breach of the obligations set forth in this Section 31 may result in a
substantial likelihood of irreparable harm and injury to IPC, for which monetary damages alone may be an inadequate remedy, and which damages may be
difficult to accurately measure. Accordingly, Supplier agrees that in addition to any other remedies available, IPC shall have the right to obtain injunctive relief
as well as other equitable relief allowed by the federal and state courts. The foregoing remedy of injunctive relief is agreed to without prejudice to IPC’s right to
exercise any other rights and remedies it may have, including without limitation, the right to terminate this Agreement and seek damages or other legal or
equitable relief.
31.10 Survival. The rights and obligations set forth in this Section 31 shall survive the expiration or termination of this Agreement for any reason.

32. SUPPLIER CODE OF CONDUCT. At all times during the term of this Agreement, Supplier agrees to comply with IPC’s Supplier Code of Conduct, as revised
from time to time, available at www.idahopower.com/AboutUs/BusinessToBusiness/default.cfm.

END OF GENERAL TERMS AND CONDITIONS—GOODS AND SERVICES