Luna Innovations Incorporated

3. Payment. Buyer shall pay Luna the Contract Price in accordance with the Contract. Unless provided otherwise herein, payment terms are 30 days from the date on Luna’s invoice and the Contract Price will be invoiced as follows: (i) 30% of the Contract Price attributable to Goods, on or after the PO Date, (ii) 70% of the Contract Price attributable to Goods, on a pro-rata basis as shipments are made, and (iii) 100% of the Contract Price attributable to Services, on a pro-rata basis as Services are rendered. Costs incurred by Luna due to Buyer’s preferred payment management platform shall be reimbursed by Buyer upon demand. Buyer shall make all payments hereunder by wire transfer to an account designated by Luna in writing (or by another payment method approved by Luna in writing), without setoff, counterclaim or reduction. If Buyer fails to timely fulfill any of its payment obligations or fails to maintain any applicable parent guaranty or other financial security and does not correct such failure within 7 days after notice, then Luna may, at its option, without limiting its other rights and remedies and without liability: (a) terminate the Contract, (b) treat such failure as a repudiation of the Contract, or (c) pursue and be entitled to any remedies for such Buyer Act or Omission (defined below). In addition, Buyer shall pay Luna interest on all sums due from and after the due date, until paid in full, at the lesser of: (1) an annual rate of 18%, and (2) the maximum annual

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4. Pre-Delivery Inspection. Buyer may inspect Goods prior to shipment at the manufacturing or storage location; provided, however, such right is conditioned upon (i) Buyer providing reasonable advance notice to enable coordination of the visit, (ii) the Goods being available at the relevant location and Buyer not interfering with any schedules, (iii) if applicable, the relevant third party agreeing to accommodate such visit, (iv) if requested, Buyer entering into a confidentiality agreement with such third party, and (v) Buyer agreeing to comply with all relevant rules, policies and procedures. Upon request, Luna shall provide Buyer the results of standard factory tests as may be available. The pre-shipment inspection of Goods will not affect Luna’s obligations hereunder.

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2. Contract Price. The total price for the Deliverables is as set forth on the PO (the “Contract Price”). Unless provided otherwise herein, the Contract Price includes Luna’s standard testing, marking, packing and shipping documentation, all taxes that are for Luna’s account under the Incoterm and Luna’s income and payroll taxes. The Contract Price excludes all sales, use, value-added, excise or other similar taxes related to the Contract or the price, sale, delivery, performance, use or ownership of the Deliverables (collectively, “Buyer’s Taxes”), and Buyer is responsible for and shall pay the same. If lawful, Luna may include any Buyer’s Taxes in any invoice and remit collected taxes to the appropriate authority. If, however, Buyer provides a valid tax exemption certificate before Luna generates the applicable invoice, then, if lawful, Luna will not include the applicable Buyer’s Taxes therein.

“Contract Price” · GENERAL TERMS OF SALE · open the document (PDF)

8. Limited Warranty. Subject to Buyer’s compliance with the terms and conditions hereof, Luna warrants to Buyer, for the duration of the Warranty Period, that (i) Goods (excluding software) will be free from defects in material and workmanship and substantially conform to the applicable technical specifications attached to the PO or, if no technical specifications are attached to the PO, the applicable technical specifications in Luna’s proposal (“Specifications”), (ii) Services (excluding software) will be rendered in a good and workmanlike manner, and (iii) software will, at the time of shipment, substantially conform to the Specifications (collectively, the “Limited Warranty”). Notwithstanding the foregoing, any computer, ancillary computer hardware or non-Luna software will carry only the contractual express warranties provided by the original sub-vendor to the extent such warranties are transferable to Buyer. Luna shall use commercially reasonable efforts to transfer such warranties but will have no liability under or with respect to such warranties. In no event does the Limited Warranty or the associated remedies apply to: (a) any failure, defect or nonconformance of or caused by any item not supplied by Luna hereunder, the combination of any Deliverables with any non-Luna items or the design of the system or facility into which the Deliverables are installed, (b) cosmetic defects or normal wear and tear, (c) consumables or items with a normal operating life shorter tha

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10. Confidential Information. Any knowledge or information which Seller has disclosed or may hereafter disclose to Luna which in any way relates to the Deliverables shall not, unless otherwise specifically agreed to in a signed writing by Luna and then marked as “confidential” by Seller, be deemed to be confidential or proprietary information, and shall be acquired by Luna free from any restrictions as part of the consideration for the Agreement. As used herein, “Confidential Information” means any nonpublic information concerning or relating in any way to Luna or a Luna affiliate, including, without limitation, the content of the Agreement and all property or information furnished to or accessed by Seller in connection with the PO, including drawings, specifications, data, goods, names of Luna’s customers, location of projects, or any other information not known to the public, and any information derived therefrom. Confidential Information may be owned by Luna or may be obtained or maintained by Luna through a grant of rights by a third party. Seller acknowledges that Confidential Information represents and contains valuable, special, secret and proprietary information that is required to be maintained in the strictest confidence. Seller covenants that it (i) will not directly or indirectly disseminate, disclose, divulge, release, or otherwise communicate to any person or entity, information of any kind relating in any way to Confidential Information, except to such of Selle

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