Terms of service

Anduril Standard Terms and Conditions of Sale 
This Agreement (“Agreement”) is effective as of the date of the last signature on the Agreement or as issued by a valid and accepted Purchase Order or Subcontract (the 
“Effective Date”) by and between Anduril Industries, Inc. (“Anduril” or "Seller"), having its offices at 1400 Anduril, Costa Mesa, CA 92626 and Customer (or “Buyer”) as 
indicated on the signature page. 
1. OVERVIEW  
This Agreement sets forth the rights and responsibilities of the parties with 
respect to the sale of the Product as set forth in the Pricing Schedule, Exhibit A 
(“Pricing Schedule”). The Agreement is exclusively between Anduril and 
Customer, regardless of any third-party end-users of the Product. Anduril’s 
acceptance of the order from Customer to which this Agreement is attached 
(“Order”) is conditioned upon the assent of the Customer to this Agreement. If 
any other purchasing forms or documents are used in connection with the 
purchase of the Product, then notwithstanding any provision therein to the 
contrary, the terms of all such forms or documents shall be governed by the 
provisions of this Agreement, and Anduril hereby rejects any terms that are 
inconsistent with this Agreement unless expressly stated otherwise in a writing 
originated by Anduril with reference to this Agreement;. Any order for, direction 
to proceed with, statement of intent to purchase, or purchase or acceptance of 
the Product shall constitute Customer's assent to this Agreement. Additional 
terms and conditions specified for the sale of the Product may be outlined in the 
proposal or quote, or Exhibit B (“Sale Addendum”) if applicable, and are hereby 
incorporated by reference as if fully set forth herein.  
2. PROJECT COMPONENTS  
2.1 Description. The Agreement consists of the provision of three components: 
(i) Equipment, (ii) Services, and (iii) Software (collectively, the “Product”).  
2.2 Equipment. Subject to Customer compliance with the terms and conditions 
of this Agreement and payment of all Fees stated in the Quote or Pricing 
Schedule, Anduril shall supply the Equipment identified in the Pricing Schedule 
according to the terms listed therein (the “Equipment”). Customer shall have a 
reasonable opportunity to inspect all delivered Equipment, and to either accept 
delivery of the Equipment or reject any Equipment that was delivered non
functioning or materially damaged. Equipment not rejected by written notice to 
Anduril within 10 calendar days of delivery shall be deemed accepted; provided, 
however, that acceptance shall not limit the applicability of any warranties 
hereunder. Anduril shall replace or repair (at its option) any timely and properly 
rejected Equipment at no charge to Customer.  
2.3 Services. Subject to Customer compliance with the terms and conditions of 
this Agreement and payment of all Fees stated in the Quote or Pricing Schedule, 
Anduril shall provide to Customer services as stated in the Pricing Schedule or 
Order (the “Services”).  
2.4 Software. Subject to Customer compliance with the terms and conditions of 
this Agreement and payment of all Fees stated in the Quote or Pricing Schedule, 
Anduril shall provide and license to Customer any Anduril software identified in 
the Order (the “Software”).  
2.5 Ownership and Limited Rights to Use. Anduril retains all right, title, and 
interest in and to the Intellectual Property for the Equipment, Services, and 
Software, including without limitation all data, software, products, works, 
inventions, mask works, trade secrets, trademarks, and other intellectual 
property created, used, or provided by Anduril for the purposes of this 
Agreement. Neither party shall use the other party’s name, logo, trademarks, 
branding and/or marketing materials or, except as permitted through this 
Agreement, other intellectual property without the prior written consent of the 
other party. Customer may not (i) use Anduril’s Products for comparisons or 
“benchmarking” against other items or services except to the extent expressly 
stated otherwise in the Order; or (ii) publish or disclose the results thereof to any 
third party without permission. Customer may not resell, transfer, assign, 
sublease, share, or otherwise alienate to any third party any component of the 
Product. Subject to the limited rights granted by Customer herein, Customer 
shall own all data, results, reports and other information generated through the 
use of the Equipment and/or Software or supplied by Customer for use in 
connection with the Product (collectively, “Customer Data”). Anduril may retain 
and use Customer Data only (i) as necessary to operate the Product for 
Customer consistent with this Agreement, (ii) as otherwise expressly authorized 
by the Customer, and/or (iii) in aggregate, anonymous form (“Anonymous Data”) 
for its internal business purposes (e.g., performance benchmarking, improving 
its products or services, etc.). To the extent Customer provides Anduril with any 
feedback relating to the Product (including, without limitation, feedback related 
to usability, performance, interactivity, bug reports and test results) 
(“Feedback”), Anduril shall be free to use such Feedback for any and all 
purposes.  
3. PRODUCT USE, IMPLEMENTATION, AND RESPONSIBILITIES  
3.1 Operational Responsibilities. Each party shall comply with all laws, rules, 
regulations, and ordinances applicable to this Agreement, its interactions with 
the other party under this Agreement, and the Product. Customer shall be 
responsible for procuring all licenses, permits, and other approvals necessary 
with regards to the Product.  
3.4 Responsibility for Personnel. Each party shall be responsible for the acts or 
omissions of its own employees, agents, and contractors in connection with their 
performance under this Agreement.  
3.5 Restrictions. Customer will not (and will not allow any third party to): (i) 
reverse engineer, decompile, deconstruct, disassemble, reverse assemble, or 
otherwise attempt to discover the source code, object code, algorithms, circuits, 
structures, architectures, processes, methods, techniques, underlying structure, 
or ideas of the Equipment or Software; (ii) modify, translate, adapt, or create 
derivative works based on the Equipment or Software; (iii) copy, rent, lease, 
distribute, pledge, assign, or otherwise transfer or encumber rights to the 
Equipment or Software; (iv) use the Equipment or Software for timesharing or 
service bureau purposes or otherwise for the commercial benefit of a third party; 
or (v) remove or otherwise alter any proprietary notices or labels from the 
Equipment or Software or any portion thereof. Customer will use the Product 
only for the purpose(s) expressly stated in this Agreement and only in 
compliance with (a) the rights expressly granted hereunder, and (b) all 
applicable laws and regulations. Customer shall not 2 develop any products 
incorporating Anduril’s technology or improvements or applications related to the 
Product.  
4. PAYMENT OF FEES; TAXES AND REPORTING  
The Customer shall pay Anduril the fees stated in the Quote or Pricing Schedule 
or Order (“Fees”). Fees are exclusive of taxes (i.e., federal, state, local, VAT, 
compensatory, etc.). All payments to be made by wire transfer or EFT to Anduril. 
All invoices issued under this Agreement are payable in U.S. dollars within thirty 
(30) days after date of invoice. Unpaid invoices are subject to a finance charge 
of 1.5% per month or the maximum permitted by law, whichever is lower. All 
Fees paid are non-refundable and not subject to set-off. Customer shall be 
responsible for reporting and remitting applicable state and local taxes 
associated with using the Product. Any down payment(s) shall be retained by 
seller as liquidated damages.  
5. TERM; TERMINATION  
5.1 Term. Subject to earlier termination as provided below, this Agreement shall 
commence on the Effective Date and continue until: (i) the delivery of the 
Product, and (ii) completion of any ongoing obligations (such as Operation and 
Support obligations) detailed in the Quote or Pricing Schedule (the “Term”).  
5.2 Either party may terminate this Agreement upon written notice to the other 
party if (a) the other party materially breaches its obligations under this 
Agreement and fails to cure such breach (if such breach is of the type that may 
be cured) within thirty (30) days from receipt of written notice thereof, or (b) in 
the event the other party suffers an Insolvency Event. An "Insolvency Event": 
shall mean, with respect to a party, that such party (a) ceases to carry on 
business as a going concern without a successor; or (ii) files a bankruptcy 
petition or has such a petition filed involuntarily against it (which petition is not 
stayed or dismissed within one hundred eighty days), become judicially declared 
insolvent, makes an assignment for the benefit of creditors, or consents to the 
appointment of a trustee or receivership to manage all or substantially all of its 
assets.  
6. CONFIDENTIALITY  
6.1 During the term of this Agreement, each party (a “Disclosing Party”) may 
provide the other party (a “Receiving Party”) with confidential and/or proprietary 
materials and information (“Confidential Information”). All materials and 
information provided by the Disclosing Party to the Receiving Party and 
identified at the time of disclosure as “Confidential” or bearing a similar legend, 
and all other information that the Receiving Party reasonably should have known 
was the Confidential Information of the Disclosing Party, shall be considered 
Confidential Information.  
6.2 The terms of this Agreement, all pricing information, all materials and 
information provided by Anduril to Customer, Feedback, and Anduril’s technical 
and training materials are Confidential Information of Anduril. The Receiving 
Party shall not disclose Confidential Information of the Disclosing Party to any 
third party without the Disclosing Party’s prior written consent; provided, 
however, that Anduril may disclose Confidential Information of Customer to its 
third party subcontractors to the extent they need to know such information in 
order to perform under this Agreement, provided such subcontractors are bound 
by written obligations of confidentiality at least as protective of Customer 
Confidential Information as those contained herein. The Receiving Party will only 
use the Confidential Information of the Disclosing Party internally for the 
purposes contemplated in or as expressly permitted by this Agreement. The 
obligations in this section shall not apply to any information that: (i) is made 
generally available to the public without breach of this Agreement, (ii) is 
developed by the Receiving Party independently and without reference to or use 
of the Disclosing Party’s Confidential Information, or (iii) was in the Receiving 
Party’s lawful possession prior to disclosure to the Receiving Party and was not 
obtained by the Receiving Party either directly or indirectly from the Disclosing 
Party. Anonymous Data shall be Anduril’s Confidential Information. Receiving 
Party may disclose Confidential Information as required by law or court order; 
provided that, Receiving Party provides Disclosing Party with prompt written 
notice thereof and uses its commercially reasonable efforts to limit disclosure. At 
any time, upon the Disclosing Party’s request, the Receiving Party shall return to 
Disclosing Party all of the Disclosing Party’s Confidential Information in its 
possession, including, without limitation, all copies and extracts thereof.  
7. INTELLECTUAL PROPERTY  
7.1 Except for the right to use the purchased Products for their intended 
purpose, the sale of Products by Seller does not convey to Customer or any 
other third party any license, implied or otherwise, under any Intellectual 
Property; provided that Anduril hereby provides Customer with a non-exclusive, 
non-sublicensable, non-transferable license while this Agreement remains in 
effect solely to use the Software to operate the Equipment and, if applicable, to 
the extent expressly identified by Anduril in writing with reference to this 
paragraph  
7.1. Customer acknowledges the ownership and validity of Anduril's trademarks, 
brand names, trade names, copyrights, patents, designs, trade secrets, 
inventions, mask works, and similar intellectual property, whether registered or 
not (collectively, "Intellectual Property"). Customer shall not apply for the 
registration of Intellectual Property in any country nor otherwise take any action 
inconsistent with Anduril’s rights in the Intellectual Property. Customer 
acknowledges that Anduril shall own all updates or enhancements to Products, 
whether developed by Customer or Anduril, and Customer hereby assigns to 
Anduril Intellectual Property of Customer and its agents or employees in such 
updates and enhancements. Customer shall not do, or cause to be done, any 
act that contests or in any way impairs any portion of Anduril’s and its licensors’, 
right, title, and interest in and to the Intellectual Property.  
7.2 Any written deliverables under this Agreement, such as operation and 
maintenance manuals, may be copied and used by Customer (with all original 
proprietary markings, legends, trademarks, trade names, copyright notices and 
other identifications) for its internal purposes.  
7.3 The individual copies of all reports, memoranda, or other similar non
Software materials stored in tangible medium and expressly identified in the 
Agreement as deliverables in written form, including machine readable form, 
prepared by Anduril and furnished to Customer pursuant to this Agreement shall 
become the sole property of Customer. Nothing in this paragraph 7.3 assigns 
ownership of or any other rights in Anduril’s Intellectual Property included on or 
referenced in such deliverables. Customer may not adapt or create derivative 
works of such copies.  
7.4 Anduril and Customer agree that a breach of section 7 will result in 
irreparable and continuing damage to the non-breaching party for which there 
will be no adequate remedy at law, and the non-breaching party will be entitled 
to injunctive relief and/or a decree for specific performance, and such other relief 
as may be proper (including monetary damages and, if appropriate, punitive 
damages). No other provision in this Agreement shall be 3 construed to limit the 
liabilities or remedies of Anduril under this clause.  
8. WARRANTIES, DISCLAIMERS, AND EXCLUSIVE REMEDIES  
8.1 Mutual Representations and Warranties. Each party represents and 
warrants to the other party as of the Effective Date that it has all requisite 
corporate power and authority, and has obtained all necessary consents and 
approvals, to enter into this Agreement and that the execution and performance 
of this Agreement by such party will not conflict with any obligation it has to any 
other person or entity.  
8.2 The Product warranty will not extend to Products that have been subjected 
to: (a) modifications, (b) improper installation or storage by Purchaser, (c) 
accident, damage, abuse or misuse, (d) abnormal or unusual operating 
conditions or operations or (e) operating conditions or applications above or 
outside the rated capacity of the Product or not made known to Anduril prior to 
the date of purchase.  
8.3 Anduril represents and warrants that the Product will be provided in a 
professional manner consistent with industry standards. FOR ANY BREACH OF 
THE WARRANTY, CUSTOMER’S EXCLUSIVE REMEDY, AND ANDURIL’S 
ENTIRE LIABILITY, SHALL BE A CORRECTION TO THE DEFICIENCY FOR 
FUTURE SERVICES IN A COMMERCIALLY REASONABLE MANNER OR 
REPLACE OR REPAIR (AT ANDURIL’S OPTION) ANY TIMELY REJECTED 
EQUIPMENT. TO THE EXTENT NOT PROHIBITED BY LAW, THIS 
WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR 
IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR 
CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR 
PURPOSE, TITLE, AND NONINFRINGEMENT. ANDURIL DOES NOT MAKE 
ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM 
USE OF THE PRODUCT.  
9. LIMITATION OF LIABILITY  
NEITHER PARTY, SHALL BE LIABLE WITH RESPECT TO ANY SUBJECT 
MATTER OF THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE 
THEORY, FOR ANY: (A) INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, 
OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN 
ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; (B) ANY 
DAMAGES RESULTING FROM AN EVENT OF FORCE MAJEURE (DEFINED 
BELOW) OR CUSTOMER OPERATOR ERROR OR MISUSE, OR (C) 
AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY 
CUSTOMER TO ANDURIL UNDER THIS AGREEMENT DURING THE 
TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF 
ACTION ACCRUES.  
THE FOREGOING LIMITATIONS OF LIABILITY CONTAINED HEREIN SHALL 
NOT APPLY TO (1) DAMAGES ARISING FROM A PARTY’S BREACH OF ITS 
CONFIDENTIALITY OBLIGATIONS, PARAGRAPH 3.5, OR SECTION 7, (2) 
COSTS, FEES AND DAMAGES ARISING PAYABLE PURSUANT TO A 
PARTY’S OBLIGATIONS OF INDEMNIFICATION PURSUANT TO SECTION 
10 OF THIS AGREEMENT, AND (3) BREACH(ES) OF ANY LICENSE 
RESTRICTIONS. ANDURIL WILL HAVE NO LIABILITY OR RESPONSIBILITY 
WITH RESPECT TO THE ACTS OR OMISSIONS OF ANY THIRD PARTIES 
OTHER THAN, TO THE EXTENT LIABLE OR RESPONSIBLE UNDER 
APPLICABLE LAW, THOSE THIRD PARTIES WHO ARE PERFORMING 
UNDER THIS AGREEMENT AS AGENTS OR SUBCONTRACTORS OF 
ANDURIL. "Event of Force Majeure" means an event beyond the control of a 
party and not caused by the fault or negligence of the party or its subcontractors, 
agents, or employees, which prevents a party from complying with any of its 
obligations under this Agreement, including but not limited to: (i) act of God 
(such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves, 
and floods); (ii) war, hostilities (whether war be declared or not), invasion, act of 
foreign enemies, mobilization, requisition, or embargo; (iii) rebellion, revolution, 
insurrection, military or usurped power, or civil war; (iv) contamination by radio
activity from any nuclear fuel, or from any nuclear waste from the combustion of 
nuclear fuel, radio-active toxic explosive, or other hazardous properties of any 
explosive nuclear assembly or nuclear component of such assembly; (v) riot, 
commotion, strikes, go slows, lock outs, or disorder, unless solely restricted to 
employees of Anduril; or (vi) acts or threats of terrorism. Each party will use 
reasonable efforts to mitigate the effect of an event of force majeure. If such 
event continues for more than 90 days, either party may cancel unperformed 
services upon written notice. This section does not excuse either party’s 
obligation to take reasonable steps to follow its normal disaster recovery 
procedures or Customer’s obligation to pay for the Product.  
10. INDEMNITY  
10.1 Subject to Sections 8 and 9, each arty will indemnify, defend, and hold 
harmless the other party from and against all third-party claims, demands, 
damages, losses, costs, and expenses (including attorneys’ fees) to the extent 
arising from or in connection with any negligence, willful misconduct, or fraud of 
the indemnifying party or its subcontractors, agents, or employees in connection 
with this Agreement or the Product.  
10.2 Subject to Sections 8 and 9, Anduril will indemnify, defend, and hold 
harmless Customer from and against all third party claims, demands, damages, 
losses, costs, and expenses (including attorneys’ fees) to the extent arising from 
or in connection with (i) any gross negligence, willful misconduct or fraud by 
Anduril in connection with this Agreement or the Product, or (ii) any third party 
claim or allegations that the utilized Software infringes or misappropriates the 
Intellectual Property of such third party (an “Infringement Claim”).  
10.3 A party seeking indemnification hereunder shall give the other party prompt 
written notice of the claim for which indemnification is sought, sole control over 
the defense and/or settlement of the claim, and all reasonably requested 
cooperation in connection therewith.  
10.4 Notwithstanding the foregoing, Anduril will have no liability for any 
Infringement Claim to the extent that it results from: (1) modifications to the 
Product other than by Anduril or its agents; (2) data accessed or generated by 
the Product; (3) the combination, operation or use of the Product not approved 
by Anduril; (4) Customer’s failure to use updated or modified versions of the 
Software to avoid a claim; (5) Anduril’s compliance with any specifications or 
requirements provided by Customer; or (6) Customer’s use of the Product other 
than in accordance with this Agreement. The indemnification obligations set 
forth in this section are Anduril’s sole and exclusive obligations (and Customer’s 
sole and exclusive remedies), with respect to infringement or misappropriation of 
Intellectual Property of any kind.  
11. INSURANCE, DELIVERY, TITLE AND RISK OF LOSS  
11.1 In the event Anduril performs work at Customer’s location, Customer shall, 
at its own expense, procure insurance from reputable insurance company(ies) 
with coverage types and limits regularly procured for similar Services and at 
least reasonably 4 sufficient to cover the potential loss of the Equipment and 
potential injuries to on-site Anduril personnel. Should an insurance claim 
become necessary under this Agreement, Customer shall have the sole 
responsibility for payment of any deductible; Anduril shall be provided a copy of 
the declaration page for each potentially responsive policy within ten (10) 
calendar days of Anduril’s request to Customer.  
11.2 Shipping and delivery dates are approximate and not guaranteed. Anduril 
shall not be bound to tender delivery of any Products for which Anduril has not 
promptly received shipping instructions and all other necessary information from 
Customer. If the shipment of Product is postponed or delayed by Customer for 
any reason, Customer agrees to reimburse Anduril for any and all storage costs 
and fees, including without limitation demurrage, and other additional expenses 
resulting therefrom. Products will be delivered F.O.B. Origin from the Anduril 
designated shipping point unless otherwise agreed to in the Order. Legal title 
and risk of loss or damage shall transfer to Customer when Products are 
delivered by Anduril to and received by the carrier at the Anduril designated 
shipping point.  
11.3 Anduril shall not be liable for delays in delivery or performance or for failure 
to manufacture, deliver, or perform due to causes beyond its reasonable control, 
including: (a) acts of God, (b) acts or failures to act of Customer, (c) acts of 
governmental, civil or military authority, (d) strike, lockout, or other labor 
disturbance, (e) fire, storm, flood, explosion, epidemic, war, riot, or sabotage, (f) 
delays in transportation, breakage, or accident to machinery, or partial or entire 
failure of utilities; (g) inability on account of causes beyond the reasonable 
control of Anduril to obtain necessary materials, components, services, or 
facilities; or (h) any other unforeseen circumstances beyond Anduril's 
reasonable control. In the event of any such excusable delay, the date of 
delivery or performance shall be extended for a period equal to the time lost by 
reason of the delay. Anduril will notify Customer of any material delay and will 
specify a revised delivery date as soon as practicable.  
11.4 If Anduril determines its ability to support the total demands for the Product, 
or to obtain material or technology used directly or indirectly in the manufacture 
of the Product, is hindered or made impracticable due to causes set forth in 
paragraph 11.3, Anduril may allocate its available supply of the Product without 
any further obligations among customers or terminate any orders on such a 
basis as Anduril determines to be equitable without liability for any failure of 
performance, which may result therefrom.  
12. EXPORT CONTROLS  
Export laws and regulations of the United States and any other relevant export 
laws and regulations apply to the Product. Both parties agree to comply with all 
such export laws and regulations (including “deemed export” and “deemed re
export” regulations), including compliance with U.S. State Department 
(International Traffic in Arms Regulations (ITAR)) and Commerce Department 
(Export Administration Regulations (EAR)). Customer agrees that no data, 
information, and/or materials related to this Agreement will be exported, directly 
or indirectly, in violation of these laws, or will be used for any purpose prohibited 
by these laws.  
13. ANTI-CORRUPTION Each party warrants that in the performance of its 
obligations under this Agreement, it will not act, and will ensure that its affiliates 
and any third-party contractors will not act, in any fashion or take any action 
which will render the other party liable for a violation of the U.S. Foreign Corrupt 
Practices Act, the U.K. Bribery Act, or any other applicable anti-corruption or 
anti-bribery laws, which prohibit the offering, giving, or promising to offer or give, 
directly or indirectly, money or anything of value to any official of a government, 
political party, or instrumentality thereof in order to assist in obtaining or 
retaining business.  
14. MISCELLANEOUS  
14.1 This Agreement is not assignable by a party except with the other party’s 
prior written consent; provided, however, that either party may assign its rights 
and obligations under this Agreement without consent to a successor to all or 
substantially all of its assets or business to which this Agreement relates. This 
Agreement is the complete and exclusive statement of the mutual understanding 
of the parties and supersedes and cancels all previous written and oral 
agreements, communications, and other understandings relating to the subject 
matter of this Agreement. all waivers and modifications of this Agreement must 
be in a writing signed by both parties, except as otherwise provided herein. 
There shall be no force or effect to any different terms of any related purchase 
order or similar form even if signed by the parties after the date hereof. No 
agency, partnership, joint venture, or employment is created as a result of this 
Agreement. Any notices in connection with this Agreement will be in writing and 
sent by first class US mail, confirmed facsimile or major commercial rapid 
delivery courier service to the address specified herein (or such other address 
as may be properly specified by written notice hereunder). Email notice shall be 
authorized to the extent expressly agreed between the parties in writing. 
Sections 4, 6-10, and 12-14 survive any expiration, termination, or completion of 
this Agreement. This Agreement shall be governed by the laws of California, 
without regard to the conflict of law provisions thereof, and agree and submit to 
venue and jurisdiction in the state and federal courts located in Irvine, California.  
14.2 Severability. If any provision of this Agreement is, for any reason, held to 
be invalid, illegal, or unenforceable, the other provisions of this Agreement will 
be unimpaired and the invalid or unenforceable provision will be deemed 
modified so that it is valid and enforceable to the maximum extent permitted by 
law consistent with the parties’ original intent.