Common use of Approved Vendors Clause in Contracts

Approved Vendors. Unless otherwise expressly set forth in the applicable SOW, Supplier will use in its production of Units such Components, and, if applicable, raw materials, of the exact type, quality, and grade specified by Eargo, to the extent Eargo chooses to so specify, and will only purchase Components, and, if applicable, raw materials, from Eargo or Approved Vendors appearing on Appendix 3 (Approved Vendors); provided, however, that in the event Supplier cannot purchase a Component from Eargo or an Approved Vendor for any reason, Supplier will be able to purchase such Component from an alternate vendor, subject to Eargo’s prior written approval, in each instance, [***]. Eargo makes no guarantee that certain pricing or commercial terms will be extended by such Approved Vendors to Supplier. If Eargo has a contract with an Approved Vendor, then Eargo may require Supplier to place orders under Eargo’s contract terms, provided, however, that Supplier understands it is solely responsible for entry into an agreement with the applicable Approved Vendor. If Supplier has a contract with an Approved Vendor, Supplier will ensure that such agreement expressly provides that Eargo is an intended third party beneficiary and is entitled to the protections of the following minimum terms and conditions entered into by Supplier for the benefit of Eargo, including, without limitation, conformance to specifications, [***] environment regulations compliance, indemnity for infringement of intellectual property rights and Supplier-facilitated warranty remedies. Eargo reserves the right to remove any Approved Vendor from the list in Appendix 3 to the applicable SOW, in which case, Supplier will have [***] from the date of notice of the updated list of Approved Vendors from Eargo to wind-down its work with the former Approved Vendor(s). In addition, Supplier understands that any purchases by Supplier from an Approved Vendor constitute a contract between Supplier and that Approved Vendor and in no event will Eargo be liable under such contract for any breach or default by the Approved Vendor or Supplier.