Common use of BUYER’S PROPERTY Clause in Contracts

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be safely stored separate and apart from Seller’s property. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall use Buyer’s property only to meet Buyer’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s custody or control, shall be held at Seller’s risk, shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipments. Buyer hereby grants a license to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this section.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be safely stored separate and apart from Seller’s property. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall use Buyer’s property only to meet Buyer’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s custody or control, shall be held at Seller’s risk, shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma pro forma invoice used for international shipments. Buyer hereby grants a license to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer Buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this section.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially specifically paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Such property furnished by Xxxxx shall be accepted by Seller “AS IS” with all faults and without any warranty whatsoever, express or implied. Seller shall use such property at its own risk, and Buyer makes no warranty or representation concerning the condition of such property. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be property, safely stored separate and apart from Seller’s propertyproperty and properly maintained by Seller. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall not substitute any other property for Xxxxx’s property. Seller will inspect Buyer’s property prior to use Buyerand will train and supervise its employees and other authorized users of such property in its proper and safe operation. Seller shall use Xxxxx’s property only to meet BuyerXxxxx’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s care, custody or control, shall be held at Seller’s risk, shall be kept free of encumbrances and insured by Seller at Seller’s expense in an amount equal to the replacement cost thereof with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above15.3 (b), “Assists”, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma pro forma invoice used for international shipments. Buyer hereby grants a license non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from SellerXxxxxx’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered considered: (a) work(s) made for hire for Buyer Buyer; (as the phrase “work(sb) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created; or (c) if the Governing Law (defined in Section 20) does not allow Buyer to gain ownership of such intellectual property, Seller hereby grants to Buyer a royalty-free, exclusive, transferable, irrevocable, perpetual and worldwide license for such intellectual property. If by operation of law any such intellectual property is not owned in its entirety by Buyer Xxxxx automatically upon creation, then Seller Xxxxxx agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller Xxxxxx further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable termsXxxxx. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods substantially similar to, or which reasonably can substitute or repair repair, a buyer Buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this sectionSection.

BUYER’S PROPERTY. Unless otherwise agreed All property used by Seller in writingconnection with this Purchase Order which is owned, all tangible and intangible propertyfurnished, charged to or paid for by Buyer including, but not limited to, information or data of any descriptionmaterials, tools, materialsdies, drawingsjigs, molds, patterns, fixtures, equipment, drawings and other technical information. Information provided or stored on electronic media, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially paid for by Buyerspecifications, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyerthe property of Buyer subject to removal and inspection by Buyer at any time without cost or expense to Buyer and Buyer shall have free access to Seller’s personal premises for the purpose of inspecting or removing such property. Such All such property and, whenever practical, each individual item thereof, shall be plainly identified and marked or otherwise adequately identified by Seller as Buyer’s property and shall be safely stored separate and apart from Seller’s property. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall use Buyer’s property only to meet Buyer’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s custody or control, shall be held at Seller’s risk, shall be kept used only for this Purchase Order and adequately insured by Seller at Seller’s its expense in an amount equal to the replacement cost with loss payable to Buyer and shall be subject to removal at for Buyer’s written request, in which event protection. Seller shall prepare assume all liability for and maintain and repair such property for shipment and redeliver return the same to Buyer in the same condition as originally received by Sellerits original condition, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expenseaccepted, and in the case of when such property is no longer required hereunder, Seller shall furnish Buyer with a termination of the Supply Agreement by list thereof and shall comply with any Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipmentsdisposition instructions applicable thereto. Buyer hereby grants a license shall not be obligated to Seller to use pay any information, drawings, specifications, computer software, know-how invoices for tooling until the first article produced therefrom shall have been inspected and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting shipped from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers received and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to accepted by Buyer. Notwithstanding the foregoing, Seller’s upon written notice to Buyer and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside to the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the extent such use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous will not interfere with Seller’s performance under any Orderof this or other Purchase Orders from Buyer in effect at the xxxx Xxxxxx enters into a direct contract with the U.S. Government, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records use Buyer’s property in the manufacture of end items for direct sale to the U.S. Government to the extent the Government has the right under its prime contract with Buyer to authorize such use by Seller, and to make reasonable inspections of Seller facilitiesprovided that, to verify compliance the extent practicable, Seller prominently identifies each such end item as being manufactured by Seller for direct sale to the U.S. Government. Materials, excluding Government Property, furnished by Buyer on other than a change basis in connection with this sectionPurchase Order shall be deemed to be held by Seller as bailee thereof. Seller agrees to pay Buyer’s replacement cost for all such material spoiled or otherwise not satisfactorily accounted for as scrap loss.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially specifically paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Such property furnished by Xxxxx shall be accepted by Seller “AS IS” with all faults and without any warranty whatsoever, express or implied. Seller shall use such property at its own risk, and Buyer makes no warranty or representation concerning the condition of such property. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be property, safely stored separate and apart from Seller’s propertyproperty and properly maintained by Seller. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall not substitute any other property for Xxxxx’s property. Seller will inspect Buyer’s property prior to use Buyerand will train and supervise its employees and other authorized users of such property in its proper and safe operation. Seller shall use Xxxxx’s property only to meet BuyerXxxxx’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s care, custody or control, shall be held at Seller’s risk, shall be kept free of encumbrances and insured by Seller at Seller’s expense in an amount equal to the replacement cost thereof with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above15.4(b), “Assists”, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma pro forma invoice used for international shipments. Buyer hereby grants a license non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from SellerXxxxxx’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All Where applicable, all such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States U.S. Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer Xxxxx automatically upon creation, then Seller Xxxxxx agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. In addition, Seller hereby waives any and all moral rights it may have in any such intellectual property and Seller shall cause all authors or developers of same to waive any and all moral rights they may have therein. Xxxxxx further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant may be required to the Supply Agreement, waive any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable termsall moral rights therein. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods substantially similar to, or which reasonably can substitute or repair repair, a buyer Buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this sectionSection.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, All technical information or data of any descriptiondata, methods, processes, formulae, designs, sketches, drawings, blueprints, patterns, dies, models, molds, tools, materialsrigs, drawingsfixtures, computer softwareplates, know-howcuts, documents, trademarks, copyrights, equipment or material special appliances and materials furnished to Seller by Buyer or specially paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be safely stored separate and apart from Seller’s property. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall use Buyer’s property only to meet Buyer’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s custody or control, shall be held at Seller’s risk, shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipments. Buyer hereby grants a license to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for in connection with this Purchase Order shall be and remain the sole purpose property of performing this Order for the Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit enter Seller’s premises and to remove any such items at any time, without being guilty of trespass or liable for damages of any sort. All such items described above shall be used only in performance of work under this Purchase Order, unless Buyer consents otherwise, in writing. Seller shall prominently xxxx all pertinent records such items as property of Buyer. Seller shall also xxxx such items with the corresponding drawing number. Seller shall similarly list all such items on invoices, and such items shall be used at Seller’s risk and shall be replaced by Seller if lost, damaged, or destroyed, or shall otherwise be liable to Buyer as stated in this Agreement. These items shall be maintained in good condition at Seller’s Expense and shall be kept insured by Seller, with loss payable to Buyer. Seller shall not dispose of any such items without Buyer’s written consent. The provisions of this Clause shall survive delivery and payment, and remain in full force until all said items are delivered to make reasonable inspections the Buyer or otherwise disposed of with Buyer’s written consent. Seller facilitiesshall, without limitation as to verify compliance with this sectiontime, indemnify and save Buyer harmless from all claims which may be asserted against said property, including, without limitation, mechanic’s liens or claims arising under workers’ compensation or occupational disease laws, and from all claims arising from injury to people or property related to such items.

BUYER’S PROPERTY. Unless otherwise agreed stated to the contrary in writingthis purchase order, all Special Property, and all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material property furnished to Seller by Buyer to Seller, or specially paid based on or derived from Seller’s confidential or proprietary information, or produced or purchased by Seller at Buyer’s expense, for by Buyeruse in Seller’s performance of this purchase order, and any replacement thereof, is and shall remain the exclusive property of Buyer. For purposes of this purchase order, “Special Property” includes, without limitation, dies, fixtures, molds, patterns, gauges, test equipment, information or any materials affixed similar items used in Seller’s performance hereunder, that are especially acquired for Seller’s performance hereunder or attached theretoof such specialized nature that absent substantial alteration, their use is limited to the production of the goods or the rendering of the services referenced in this purchase order. Absent express agreement to the contrary, the amounts charged by Seller pursuant to this purchase order shall be include payment for all Special Property. Hereinafter, Special Property and remain all property furnished to Seller by Buyer are collectively referred to as “Buyer's Property.” Seller shall not sell, encumber, transfer, assign, dispose of or modify Buyer’s personal property. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be safely stored separate and apart from Seller’s property. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall use Buyer’s property only to meet Buyer’s ordersProperty, and shall not use it, disclose it to others or reproduce it Buyer’s Property for any purpose other purposethan in the performance of this purchase order without Xxxxx’s prior written consent. Such property, At all times while Xxxxx’s Property is in Seller’s custody or control, Xxxxx’s Property shall be held at Seller’s risk, shall be kept risk and fully insured by Seller at Seller’s expense in an amount equal to the at replacement cost with loss payable to Buyer Buyer, and Seller shall provide routine maintenance at its expense. Seller agrees that Xxxxx’s Property shall remain personalty and shall be subject not become a fixture attached to removal at realty. Upon reasonable notice, Seller shall allow Xxxxx’s representative to inspect Buyer’s written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at BuyerProperty upon Xxxxxx’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipments. Buyer hereby grants a license to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer premises at any time. Subject Seller hereby authorizes Buyer to file a form UCC‐1 financing statement or its equivalent to enable Buyer to make its ownership rights in Buyer’s Property of public record. At any time upon the request of Xxxxx and in accordance with Xxxxx’s instructions, Seller shall prepare for shipment, package and deliver Buyer’s Property in good condition and at Seller’s cost F.O.B. Seller’s business location. If provision is made on the face of this order for the furnishing by the Buyer to the provisions set forth herein, Buyer shall own exclusively all rights Seller of any materials to be used in ideas, inventions, works connection with the performance of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire rightorder, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to material shall remain in Buyer. Notwithstanding The risk of loss or damage to such materials from any other cause from the foregoing, time of delivery to the Seller to the time of redelivery to the Buyer shall be borne by Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope . Upon completion of this Agreement (including without limitation order, any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole materials furnished by Xxxxx and exclusive property of Seller irrespective not consumed in performance of the use order, shall be disposed of in accordance with instructions from Buyer. When Buyer furnishes any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particularmaterial, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly for the manufacture of parts or indirectlyassemblies, Seller shall not substitute material from any of other source nor shall Seller alter its physical or chemical properties except in accordance with applicable Buyer specifications or except with Buyer’s property, written approval. All Electrostatic Discharge Sensitive Devices must be properly marked and labeled as set forth herein, such. Failure to comply will result in such design or manufacture rejection of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this sectionparts upon receipt.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially specifically paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Except as set forth in Section 5 of the Supply Agreement, such property furnished by Buyer shall be accepted by Seller “AS IS” with all faults and without any warranty whatsoever, express or implied. Seller shall use such property at its own risk, and Buyer makes no warranty or representation concerning the condition of such property. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be property, safely stored separate and apart from Seller’s propertyproperty and properly maintained by Seller. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall not substitute any other property for Buyer’s property. Seller will inspect Buyer’s property prior to use and will train and supervise its employees and other authorized users of such property in its proper and safe operation. Seller shall use Buyer’s property only to meet Buyer’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s care, custody or control, shall be held at Seller’s risk, shall be kept free of encumbrances and insured by Seller at Seller’s expense in an amount equal to the replacement cost thereof with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above15.4(b). “Assists”, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma pro forma invoice used for international shipments. Buyer hereby grants a license non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States U.S. Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s the mutual non-disclosure agreement dated September 27, 2013 between General Electric Company acting though its Renewable Energy business and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and Inc. (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order“MNDA”) shall remain govern in the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous event there is a conflict with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply this section as to any intellectual property created from project referenced in the use of GE technical information. Should Buyer or Seller desire MNDA that may pertain to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any this Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods substantially similar to, or which reasonably can substitute or repair repair, a buyer Buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of or Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this sectionSection. Subject to the terms of the MNDA. Seller’s and its Affiliates’ (i) existing intellectual property shall remain the sole and exclusive property of Seller, including without limitation TPI Composites, Inc.’s proprietary and patented SCRIMP® technology and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Order and without any reference to or in reliance on any of Buyer’s intellectual property or Confidential Information shall remain the sole and exclusive property of Seller unless otherwise agreed in writing.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially specifically paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property, Except as set forth in Section 5 of the Supply Agreement, such property furnished by Buyer shall be accepted by Seller “AS IS” with all faults and without any warranty whatsoever, express or implied. Seller shall use such property at its own risk, and Buyer makes no warranty or representation concerning the condition of such properly. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be property, safely stored separate and apart from Seller’s property. property and properly maintained by Seller, Seller further agrees to comply with any handling and storage requirements provided by Buyer for xxx]) properly. Seller shall not substitute any other property for Buyer’s properly. Seller will inspect Buyer’s property prior to use and will train and supervise its employees and other authorized users of such propertyproperty in its proper and safe operation. Seller shall use Buyer’s property properly only to meet Buyer’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s care, custody or control, shall be held at Seller’s risk, shall be kept free of encumbrances and insured by Seller at Seller’s expense in an amount equal to the replacement cost thereof with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property properly for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above15.4(b), “Assists”, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma pro forma invoice used for international shipments. Buyer hereby grants a license non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. , All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States U.S. Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. , If by operation of law any such intellectual property properly is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to lo Buyer, the entire right, title and interest throughout the world to such intellectual property. , Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to lo any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s the mutual non-disclosure agreement dated September 27,2013 between General Electric Company acting though its Power & Water business and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and Inc. (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order“MNDA”) shall remain govern in the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous event there is a conflict with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply this section as to any intellectual property created from project referenced in the use of GE technical information. Should Buyer or Seller desire MNDA that may pertain to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any this Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods substantially similar to, or which reasonably can substitute or repair repair, a buyer Buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to lo verify compliance with this sectionSection. Subject to the terms of the MNDA, Seller’s and its Affiliates’ (i) existing intellectual property shall remain the sole and exclusive property of Seller, including without limitation TPI Composites, Inc.’s proprietary and patented SCRIMP® technology and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Order and without any reference to or in reliance on any of Buyer’s intellectual property or Confidential Information shall remain the sole and exclusive properly of Seller unless otherwise agreed in writing.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially specifically paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Except as set forth in Section 5 of the Supply Agreement, such property furnished by Buyer shall be accepted by Seller “AS IS” with all faults and without any warranty whatsoever, express or implied. Seller shall use such property at its own risk, and Buyer makes no warranty or representation concerning the condition of such property. Such property and, whenever practicaltractical, each individual item thereof, shall be plainly tlainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be safely property, safety stored separate and apart from Seller’s propertyproperty and properly maintained by Seller. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall not substitute any other property for Buyer’s property. Seller will inspect Buyer’s property prior to use and will train and supervise its employees and other authorized users of such property in its proper and safe operation. Seller shall use Buyer’s property only to meet Buyer’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s care, custody or control, shall be held at Seller’s risk, shall be kept free of encumbrances and insured by Seller at Seller’s expense in an amount equal to the replacement cost thereof with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above15.4(b), “Assists”, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma pro forma invoice used for international shipments. Buyer hereby grants a license non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States U.S. Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s the mutual non-disclosure agreement dated September 27, 2013 between General Electric Company acting though its Renewable Energy business and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and Inc. (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order“MNDA”) shall remain govern in the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous event there is a conflict with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply this section as to any intellectual property created from project referenced in the use of GE technical information. Should Buyer or Seller desire MNDA that may pertain to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any this Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods substantially simltar to, or which reasonably can substitute or repair repair, a buyer Buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this sectionSection. Subject to the terms of the MNDA, Seller’s and its Affiliates’ (i) existing intellectual property shall remain the sole and exclusive property of Seller, including without limitation TPI Composites, Inc.’s proprietary and patented SCRIMP® technology and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Order and without any reference to or in reliance on any of Buyer’s intellectual property or Confidential Information shall remain the sole and exclusive property of Seller unless otherwise agreed in writing.

BUYER’S PROPERTY. Unless otherwise agreed All property used by Seller in writingconnection with this Purchase Order which is owned, all tangible and intangible propertyfurnished, charged to or paid for by Buyer including, but not limited to, information or data of any descriptionmaterials, tools, materialsdies, drawingsjigs, molds, patterns, fixtures, equipment, drawings and other technical information, information provided or stored on electronic media, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially paid for by Buyerspecifications, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Such the property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property of Buyer subject to removal and shall be safely stored separate and apart from Seller’s property. Seller further agrees to comply with any handling and storage requirements provided inspection by Buyer at any time without cost or expense to Buyer and Buyer shall have free access to Seller's premises for the purpose of inspecting or removing such property. Seller All such property shall use Buyer’s property only to meet Buyer’s orders, be identified and shall not use it, disclose it to others or reproduce it for any other purpose. Such marked as Xxxxx's property, while in Seller’s custody or control, shall be held at Seller’s risk, shall be kept used only for this Purchase Order and adequately insured by Seller at Seller’s its expense in an amount equal to the replacement cost with loss payable to Buyer and shall be subject to removal at for Buyer’s written request, in which event 's protection. Seller shall prepare assume all liability for and maintain and repair such property for shipment and redeliver return the same to Buyer in the same condition as originally received by Sellerits original condition, reasonable wear and tear exceptedaccepted, all at and when such property is no longer required hereunder, Seller shall furnish Buyer with a list thereof and shall comply with any Buyer disposition instructions applicable thereto. Buyer shall not be obligated to pay any invoices for tooling until the first article produced therefrom shall have been inspected and shipped from Seller, and received and accepted by Buyer’s expense, except for non-Tools, which . Materials furnished by Buyer on other than a change basis in connection with this Purchase Order shall be at Seller’s expense, and in the case of a termination of the Supply Agreement deemed to be held by Buyer for material breach, which also shall be at Seller’s expenseSeller as bailee thereof. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipments. Buyer hereby grants a license to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to pay Xxxxx's replacement cost for all such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer material spoiled or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does otherwise not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer satisfactorily accounted for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this sectionscrap loss.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-know how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially specifically paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Such property furnished by Buyer shall be accepted by Seller “AS IS” with all faults and without any warranty whatsoever, express or implied. Seller shall use such property at its own risk, and Buyer makes no warranty or representation concerning the condition of such property. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be property, safely stored separate and apart from Seller’s propertyproperty and properly maintained by Seller. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall not substitute any other property for Buyer’s property. Seller will inspect Buyer’s property prior to use and will train and supervise its employees and other authorized users of such property in its proper and safe operation. Seller shall use Buyer’s property only to meet Buyer’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s care, custody or control, shall be held at Seller’s risk, shall be kept free of encumbrances and insured by Seller at Seller’s expense in an amount equal to the replacement cost thereof with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above15.4 (b), “Assists”, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma pro forma invoice used for international shipments. Buyer hereby grants a license non exclusive, non assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-know how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered considered: (a) work(s) made for hire for Buyer Buyer; (as the phrase “work(sb) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created; or (c) if the Governing Law (defined in Section 20) does not allow Buyer to gain ownership of such intellectual property. Seller hereby grants to Buyer a royalty free, exclusive, transferable, irrevocable, perpetual and worldwide license for such intellectual property. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods substantially similar to, or which reasonably can substitute or repair repair, a buyer Buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this sectionSection. Seller’s and its Affiliates’ (i) existing intellectual property shall remain the sole and exclusive property of Seller, including without limitation TPI Composites, Inc.’s proprietary and patented SCRIMP® technology and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement and without any reference to or in reliance on any of Buyer’s intellectual properly or Confidential Information (including without limitation any improvements to TPI Composites, Inc.’s proprietary and patented SCRIMP® technology developed outside the scope of this Agreement and any Order , and without making any reference to or in reliance on any Buyer’s intellectual property or Confidential information with Buyer and without reference to or in reliance on any of Buyer’s intellectual property or Confidential Information) shall remain the sole and exclusive property of Seller unless otherwise agreed in writing.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, . but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, . trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially specifically paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Except as set forth in Section 5 of the Supply Agreement, such property furnished by Buyer shall be accepted by Seller “AS IS” with all faults and without any warranty whatsoever, express or implied. Seller shall use such property at its own risk, and Buyer makes no warranty or representation concerning the condition of such property. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be property, safely stored separate and apart from Seller’s propertyproperty and properly maintained by Seller. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall not substitute any other property for Buyer’s property. Seller will inspect Buyer’s property prior to use and will train and supervise its employees and other authorized users of such property in its proper and safe operation. Seller shall use Buyer’s property only to meet Buyer’s orders, and shall not use it, . disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s care, custody or control, shall be held at Seller’s risk, shall be kept free of encumbrances and insured by Seller at Seller’s expense in an amount equal to the replacement cost thereof with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above15.4(b), “Assists”, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma pro forma invoice used for international shipments. Buyer hereby grants a license non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States U.S. Copyright Act (17 U.S.C. U.S.C § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety entirely by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s the mutual non-disclosure agreement dated September 27. 2013 between General Electric Company acting though its Renewable Energy business and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and Inc. (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order“MNDA”) shall remain govern in the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous event there is a conflict with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply this section as to any intellectual property created from project referenced in the use of GE technical information. Should Buyer or Seller desire MNDA that may pertain to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any this Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods substantially similar to, or which reasonably can substitute or repair repair, a buyer Buyer good, . Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, . in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this section.Section, Subject to the terms of the MNDA. Seller’s and its Affiliates’ (i) existing intellectual property shall remain the sole and exclusive property of Seller, including without limitation TPI Composites. Inc.’s proprietary and patented SCRIMP® technology and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Order and without any reference to or in reliance on any of Buyer’s intellectual property or Confidential Information shall remain the sole and exclusive property of Seller unless otherwise agreed in writing

BUYER’S PROPERTY. Unless otherwise agreed (a) All property used by Seller in writingconnection with this order which is owned, all tangible and intangible propertyfurnished, charged to or paid for by Buyer including, but not limited to, information or data of any descriptionmaterials, tools, materialsdies, drawingsjigs, computer softwaremolds, know-howpatterns, documentsfixtures, trademarksequipment, copyrightsdrawings and other technical information, equipment or material furnished to Seller by Buyer or specially paid for by Buyerspecifications, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Such the property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property of Buyer subject to removal and shall be safely stored separate and apart from Seller’s property. Seller further agrees to comply with any handling and storage requirements provided inspection by Buyer at any time without cost or expense to Buyer and Buyer shall have free access to Seller's premises for the purpose of inspecting or removing such property. Seller All such property shall use be identified and marked as Buyer’s property only to meet Buyer’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such 's property, while in Seller’s custody or control, shall be held at Seller’s risk, shall be kept used only for this order and adequately insured by Seller at Seller’s its expense in an amount equal to the replacement cost with loss payable to Buyer and shall be subject to removal at for Buyer’s written request, in which event 's protection. Seller shall prepare assume all liability for and maintain and repair such property for shipment and redeliver return the same to Buyer in the same condition as originally received by Sellerits original condition, reasonable wear and tear excepted, all at Buyer’s expenseand when such property is no longer required hereunder, except for non-Tools, which Seller shall be at Seller’s expense, furnish Buyer with a list thereof and in the case of a termination of the Supply Agreement by shall comply with any Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipmentsdisposition instructions applicable thereto. Buyer hereby grants a license shall not be obligated to Seller to use pay any information, drawings, specifications, computer software, know-how invoices for tooling until the first article produced therefrom shall have been received and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyeraccepted. Notwithstanding the foregoing, upon written notice to Buyer and to the extent such use will not interfere with Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope 's performance of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside or other orders from Buyer in effect at the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of time Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous enters into a direct contract with Seller’s performance under any Orderxxx X. X. Xxxxxxment, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records use Buyer's property in the manufacture of end items for direct sale to the U. S. Government to the extent the Government has the right under its prime contracts with Buyer to authorize such use by Seller, and to make reasonable inspections of Seller facilitiesprovided that, to verify compliance the extent practicable, Seller prominently identifies each such end item as being manufactured by Seller for direct sale to the U. S. Government. (b) Materials, excluding Government Property, furnished by Buyer on other than a charge basis in connection with this sectionorder shall be deemed to be held by Seller as bailee thereof. Seller agrees to pay Buyer's replacement cost for all such material spoiled or otherwise not satisfactorily accounted for over and above 2% thereof allowable for scrap loss.

BUYER’S PROPERTY. Buyer assumes no obligation to furnish Seller with any tools, equipment or materials for the performance of Seller under this Order except as may be expressly provided otherwise; however, if Seller or its subcontractors or the employees, representatives, agents or invitees of any of them, make use of any tools, equipment or materials owned by Buyer, such tools, equipment or materials shall be accepted in “as is” condition, without any warranty whatsoever, express or implied. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be safely stored separate and apart from Seller’s 's property. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall use BuyerXxxxx’s property only to meet BuyerXxxxx’s ordersOrders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s 's care, custody or control, shall be held at Seller’s 's risk, shall be kept insured by Seller at Seller’s 's expense in an amount equal to the replacement cost thereof with loss payable to Buyer and shall be subject to removal at Buyer’s 's written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s 's expense. As noted in Section 3.4 above, any Any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma pro-forma invoice used for international shipments. Buyer hereby grants a license to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable assignable, and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from SellerXxxxxx’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright copyright: (a) will be considered work(s) made for hire for Buyer Buyer; or (as the phrase “work(sb) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created; or (c) if the Governing Law (defined in Section 20) does not allow Buyer to gain ownership of such intellectual property, Seller hereby grants to Buyer an exclusive, transferable and worldwide license for such intellectual property. If by operation of law any such intellectual property is not owned in its entirety by Buyer Xxxxx automatically upon creation, then Seller Xxxxxx agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller Xxxxxx further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to BuyerXxxxx. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges expressly recognizes and agrees that (i) during that, unless otherwise agreed in writing between the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubtparties, the above does rights and ownership of such rights will not apply extend to or encompass, and Seller shall retain exclusive ownership of, any intellectual property created from the use of GE technical information. Should Buyer Seller’s owned or Seller desire to use proprietary technology, and any such intellectual property developed ideas, concepts, know-how, techniques or suggestions employed by Seller outside the scope of the Supply Agreement in regard to such Seller owned or proprietary technology, provided however such modifications or enhancements are not based on nor incorporate any Order in performing under the Supply Agreement Buyer owned or any Order, then proprietary information or intellectual property. However should Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods substantially similar to, or which reasonably can substitute or repair a buyer goodreplace the goods purchased by the Buyer from the Seller, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller Seller’s facilities, to verify compliance with this section.

BUYER’S PROPERTY. Unless otherwise agreed All property used by Seller in writingconnection with this Purchase Order which is owned, all tangible and intangible propertyfurnished, charged to or paid for by Buyer including, but not limited to, information or data of any descriptionmaterials, tools, materialsdies, drawingsjigs, molds, patterns, fixtures, equipment, drawings and other technical information, information provided or stored on electronic media, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially paid for by Buyerspecifications, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyerthe property of Buyer subject to removal and inspection by Buyer at any time without cost or expense to Buyer and Buyer shall have free access to Seller’s personal premises for the purpose of inspecting or removing such property. Such All such property and, whenever practical, each individual item thereof, shall be plainly identified and marked or otherwise adequately identified by Seller as Buyer’s property and shall be safely stored separate and apart from Seller’s property. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall use Buyer’s property only to meet Buyer’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s custody or control, shall be held at Seller’s risk, shall be kept used only for this Purchase Order and adequately insured by Seller at Sellerits expense for Xxxxx’s expense in an amount equal to the replacement cost with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event protection. Seller shall prepare assume all liability for and maintain and repair such property for shipment and redeliver return the same to Buyer in the same condition as originally received by Sellerits original condition, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expenseaccepted, and in the case of when such property is no longer required hereunder, Seller shall furnish Buyer with a termination of the Supply Agreement by list thereof and shall comply with any Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipmentsdisposition instructions applicable thereto. Buyer hereby grants a license shall not be obligated to Seller to use pay any information, drawings, specifications, computer software, know-how invoices for tooling until the first article produced therefrom shall have been inspected and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting shipped from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers received and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to accepted by Buyer. Notwithstanding the foregoing, Seller’s upon written notice to Buyer and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside to the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the extent such use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous will not interfere with Seller’s performance under any Orderof this or other Purchase Orders from Buyer in effect at the xxxx Xxxxxx enters into a direct contract with the U.S. Government, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records use Buyer’s property in the manufacture of end items for direct sale to the U.S. Government to the extent the Government has the right under its prime contract with Buyer to authorize such use by Seller, and to make reasonable inspections of Seller facilitiesprovided that, to verify compliance the extent practicable, Seller prominently identifies each such end item as being manufactured by Seller for direct sale to the U.S. Government. Materials, excluding Government Property, furnished by Buyer on other than a change basis in connection with this sectionPurchase Order shall be deemed to be held by Seller as bailee thereof. Xxxxxx agrees to pay Xxxxx’s replacement cost for all such material spoiled or otherwise not satisfactorily accounted for as scrap loss.

BUYER’S PROPERTY. Unless otherwise agreed (a) All property used by Seller in writingconnection with Buyer’s order which is owned, all tangible and intangible propertyfurnished, charged to or paid for by Buyer including, but not limited to, information or data of any descriptionmaterials, tools, materialsdies, drawingsjigs, computer softwaremolds, know-howpatterns, documentsfixtures, trademarksequipment, copyrightsdrawings and other technical information, equipment or material furnished to Seller by Buyer or specially paid for by Buyerspecifications, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Such the property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property of Buyer subject to removal and shall be safely stored separate and apart from Seller’s property. Seller further agrees to comply with any handling and storage requirements provided inspection by Buyer at any time without cost or expense to Buyer and Buyer shall have free access to Seller's premises for the purpose of inspecting or removing such property. Seller All such property shall use be identified and marked as Xxxxx's property, used only for Buyer’s property only to meet Buyer’s orders, order and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s custody or control, shall be held at Seller’s risk, shall be kept adequately insured by Seller at Seller’s its expense in an amount equal to the replacement cost with loss payable to Buyer and shall be subject to removal at for Buyer’s written request, in which event 's protection. Seller shall prepare assume all liability for and maintain and repair such property for shipment and redeliver return the same to Buyer in the same condition as originally received by Sellerits original condition, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which and when such property is no longer required hereunder. Seller shall be at Seller’s expense, furnish Buyer with a list thereof and in the case of a termination of the Supply Agreement by shall comply with any Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipmentsdisposition instructions applicable thereto. Buyer hereby grants a license shall not be obligated to Seller to use pay any information, drawings, specifications, computer software, know-how invoices for tooling until the first article produced therefrom shall have been received and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyeraccepted. Notwithstanding the foregoing, upon written notice to Buyer and to the extent such use will not interfere with Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope 's performance of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside or other orders from Buyer in effect at the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous xxxx Xxxxxx enters into a direct contract with Seller’s performance under any Ordera governmental agency, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records use Buyer's property in the manufacture of end items for direct sale to a governmental agency to the extent such governmental agency has the right under its prime contracts with Buyer to authorize such use by Seller, and to make reasonable inspections of Seller facilitiesprovided that, to verify compliance the extent practicable, Seller prominently identifies each such end item as being manufactured by Seller for direct sale to such governmental agency. (b) Materials, excluding government property, furnished by Xxxxx on other than a charge basis in connection with this sectionXxxxx’s order shall be deemed to be held by Seller as bailee thereof. Seller agrees to pay Xxxxx's replacement cost for all such material spoiled or otherwise not satisfactorily accounted for over and above 2% thereof allowable for scrap loss.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, All tools, materialsequipment dies, drawingsgauges, computer softwaremodels, know-how, documents, trademarks, copyrights, equipment drawings or material other materials furnished by Buyer to Seller or made by Buyer Seller for the purpose of the Order or specially paid for by Buyer, and any replacement thereof, or any all replacements thereof and materials affixed fixed or attached thereto, shall be and remain the property of Buyer. All Buyer’s personal property. Such property and, whenever practicalapplicable, each individual item thereof, shall will be plainly marked or and otherwise adequately identified by Seller as being Buyer’s property and shall property, will at Seller’s expense be safely stored (separate and apart from Seller’s property whenever practicable), and will be kept free of all liens, claims, encumbrances and interests of third parties. Seller shall be responsible for loss of and damage to Buyer’s property. Seller further agrees will not substitute any property for Buyer’s property, will not deliver or make available to comply with any handling and storage requirements provided by Buyer for such property. Seller shall use third party any of Buyer’s property only to meet or any property or goods developed, manufactured or created with the aid of any of Buyer’s orders, property and shall will not use itany of Buyer’s property or any property or goods manufactured, disclose it to others developed or reproduce it for any other purpose. Such created with the aid of Buyer’s property, while except in Seller’s custody or control, shall be held at Seller’s risk, shall be kept insured filling the Orders of Buyer. Upon completion by Seller of the Order, or upon the written request of Buyer at Seller’s expense in an amount equal to the replacement cost with loss payable to Buyer and shall be subject to removal at any time, Seller will prepare all Buyer’s written request, in which event Seller shall prepare such property for shipment and redeliver deliver such property to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipments. Buyer hereby grants a license to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right right, at all reasonable times, upon prior notice, to audit enter Seller’s premises to inspect any and all pertinent records Buyer’s property and any property or goods manufactured, developed or created with the aid of Sellerany Buyer’s property. Seller shall have such responsibility for Buyer’s property as is chargeable to Seller by law by reason of its position as a bailee. Should Seller be unable to deliver Goods pursuant to this Agreement, Buyer, by written notice, may vest in itself title to finished parts, raw materials or work in process associated with this Agreement, and Seller shall deliver all such material and other Buyer property to make reasonable inspections of Seller facilities, to verify compliance with this sectionsuch location or locations outside its facility as may be designated by Buyer.

BUYER’S PROPERTY. Unless otherwise agreed All property used by Seller in writingconnection with the Order which is owned, all tangible and intangible propertyfurnished, charged to or paid for by Peak-Ryzex, including, but not limited to, information or data of any descriptionmaterials, tools, materialsmolds, drawingspatterns, computer softwarefixtures, know-howequipment, documentsdrawings and other technical information, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially paid for by Buyerspecifications, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Such the property and, whenever practical, each individual item thereof, of Peak-Ryzex subject to removal and inspection by Peak-Ryzex at any time without cost or expense to Peak-Ryzex and Peak-Ryzex shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be safely stored separate and apart from have free access to Seller’s property. Seller further agrees to comply with any handling and storage requirements provided by Buyer premises for the purpose of inspecting or removing such property. Seller All such property shall use Buyerbe identified and marked as Peak-Ryzex’s property property, used only to meet Buyer’s ordersfor the Order, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s custody or control, shall be held at Seller’s risk, shall be kept adequately insured by Seller (at Sellerits expense) for Peak-Ryzex’s expense in an amount equal to the replacement cost with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event protection. Seller shall prepare assume all liabilities for and maintain and repair such property for shipment and redeliver to Buyer in return the same condition as originally received by Sellerto Peak-Ryzex in its original condition, reasonable wear and tear excepted, all at Buyer’s expense, except when such property is no longer required hereunder. Seller shall furnish Peak-Ryzex with a list thereof and shall comply with any Peak-Ryzex disposition instructions applicable thereto. Peak-Ryzex shall not be obligated to pay any invoices for nontooling until the first article produced there from shall have been received and accepted. Materials furnished by Peak-Tools, which Ryzex on other than a charge basis in connection with the Order shall be at Seller’s expense, and in the case of a termination of the Supply Agreement deemed to be held by Buyer for material breach, which also shall be at Seller’s expenseSeller as bailee thereof. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipments. Buyer hereby grants a license to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign pay Peak-Ryzex’s replacement cost for all such materials spoiled or otherwise not satisfactorily accounted for. Seller agrees to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world supply detailed statements of inventory with respect to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered when requested by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this sectionPeak-Ryzex.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially specifically paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Except as set forth in Section 5 of the Supply Agreement, such property furnished by Buyer shall be accepted by Seller “AS IS” with all faults and without any warranty whatsoever, express or implied. Seller shall use such property at its own risk, and Buyer makes no warranty or representation concerning the condition of such property. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be property, safely stored separate and apart from Seller’s propertyproperty and properly maintained by Seller. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall not substitute any other property for Buyer’s property. Seller will inspect Buyer’s property prior to use and will train and supervise its employees and other authorized users of such property in its proper and safe operation. Seller shall use Buyer’s property only to meet Buyer’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s care, custody or control, shall be held at Seller’s risk, shall be kept free of encumbrances and insured by Seller at Seller’s expense in an amount equal to the replacement cost thereof with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above15.4(b). “Assists”, any consigned material, tooling or technology used in production of the goods shall be CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. identified on the commercial or proforma pro forma invoice used for international shipments. Buyer hereby grants a license non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States U.S. Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s the mutual non-disclosure agreement dated September 27, 2013 between General Electric Company acting though its Renewable Energy business and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and Inc. (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order“MNDA”) shall remain govern in the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous event there is a conflict with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply this section as to any intellectual property created from project referenced in the use of GE technical information. Should Buyer or Seller desire MNDA that may pertain to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any this Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods substantially similar to, or which reasonably can substitute or repair repair, a buyer Buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of or Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this sectionSection. Subject to the terms of the MNDA. Seller’s and its Affiliates’ (i) existing intellectual property shall remain the sole and exclusive property of Seller, including without limitation TPI Composites, Inc.’s proprietary and patented SCRIMP® technology and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Order and without any reference to or in reliance on any of Buyer’s intellectual property or Confidential Information shall remain the sole and exclusive property of Seller unless otherwise agreed in writing.

BUYER’S PROPERTY. Unless otherwise agreed in writingAll specifications, all tangible and intangible propertydrawings, includingsketches, but not limited tomodels, information or data of any descriptionsamples, tools, designs, dies, molds, patterns, jigs, fixtures, materials, drawingstechnical information or data, computer softwarewritten oral or otherwise, know-how, documents, trademarks, copyrights, and other equipment or material and items furnished to Seller by Buyer or specially paid for by on Buyer, and any replacement thereof, or any materials affixed or attached thereto's behalf (“Buyer’s Property”), shall be and remain Buyer’s personal property. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s 's property and shall be safely stored separate returned promptly to Buyer (together with all copies) at Buyer's request. Such Buyer’s Property shall be treated as confidential and apart from Seller’s property. shall not be used or disclosed by Seller further agrees to comply with any handling and storage requirements provided by except as required in the course of performing this or other Purchase Orders for Buyer for such propertyunless Buyer consents otherwise in signed writing. Seller shall use prominently mark all such items as the property of Buyer and, if directed, the area in which they are located as containing the property of Buyer. No express or implied representation or warranty is made by Buyer with respect to any of the Buyer’s property only Property. No express or implied license is granted to meet Seller relating to any of the Buyer’s orders, and shall not Property except for the use it, disclose it to others of the Buyer’s Property as required in the course of performing this or reproduce it other Purchase Orders for any other purposeBuyer unless Buyer otherwise consents in signed writing. Such property, while in SellerAll such Buyer’s custody or control, Property shall be held at Seller’s 's risk, shall be kept insured by Seller at Seller’s its expense in at an amount equal to the its replacement cost and with loss payable to Buyer and shall be subject delivered promptly to removal at Buyer’s written designee on request, in which event . Seller shall prepare not dispose of any such property for shipment Property without Xxxxx's written and redeliver signed consent. The Buyer’s Property may contain information or products whose export is restricted by applicable laws, including, without limitation, the Export Control Act. Seller shall not disclose technical data in any form to Buyer in the same condition as originally received a foreign person (including foreign persons employed by Seller), reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in or export the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipments. Buyer hereby grants a license to Seller to use any information, drawings, specifications, computer software, know-how and other technical data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) without the written and signed authorization of Buyer. The provisions of this Article 8 herein above set forth shall survive the delivery and payment and remain in full force until all said items are delivered to Buyer or otherwise disposed of with Xxxxx's written and signed consent. Seller will give shall, without any limitation as to time, indemnify and hold Buyer “first owner” status harmless from all claims which may be asserted against Buyer or said Property, including, without limitation, mechanic's liens or claims arising under workmen's compensation or occupational disease laws, and from all claims for injury to persons or property arising out of or related to such items unless the work(s) under local copyright law where the work(s) was createdsame are caused solely and directly by Xxxxx's gross negligence or willful misconduct. If Unless Buyer has otherwise agreed in signed writing, information furnished or disclosed by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent shall not be considered to be confidential or proprietary and authorization, design or manufacture for sale to shall be acquired by Buyer free of restrictions of any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this sectionkind.

BUYER’S PROPERTY. Unless otherwise agreed in writinga writing signed by an authorized representative of Buyer, all tangible and intangible propertydrawings, includingsketches, but not limited toblueprints, information or data of any descriptionspecifications, designs, models, tools, materialsmolds, drawingsjigs, computer softwaredies, know-how, documents, trademarks, copyrights, equipment patterns and other material and information furnished or material furnished to Seller by Buyer or specially paid for by Buyer, Buyer pursuant to this order or any applicable order and any replacement thereof, thereof or any materials affixed or attached thereto, thereto shall be and remain the property of Buyer and shall be delivered to Buyer or otherwise disposed of in accordance with Buyer’s personal property's instructions. Such property andproperty, and whenever practical, practical each individual item thereof, thereof shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property Property of Buyer and shall be safely stored separate and apart from Seller’s property. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such 's property. Seller shall use not substitute any property for Buyer’s 's property only to meet Buyer’s orders, and shall not use it, disclose it such property except in filling Buyer's orders. Seller assumes all risk and liability for loss of or damage to others or reproduce it for any other purpose. Such property, while Buyer's property in Seller’s its custody or control, except for normal wear and tear, and shall be held insure such property at Seller’s risk, shall be kept insured by Seller at Seller’s its own expense in for an amount at least equal to the replacement cost thereof, with loss payable to Buyer and such property shall be subject to removal at Buyer’s 's written request, request in which event Seller shall prepare such property for shipment and shall redeliver to Buyer in the same condition as originally received by Seller, Seller reasonable wear and tear exceptedexpected, all at Buyer’s Seller's expense. Unless previously known to Seller free of any obligation to keep it confidential, except for non-Tools, which all information of Buyer shall be at Seller’s expense, kept confidential by Seller and in the case such information and other property of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipments. Buyer hereby grants a license to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order only in performing under the Supply Agreement this order and may not be used for other purposes. Such property while in Seller's custody or control shall be held free of any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should liens at Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this section's risk.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, . but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, . trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially specifically paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Except as set forth in Section 5 of the Supply Agreement, such property furnished by Buyer shall be accepted by Seller “AS IS” with all faults and without any warranty whatsoever, express or implied. Seller shall use such property at its own risk, and Buyer makes no warranty or representation concerning the condition of such property. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be property, safely stored separate and apart from Seller’s propertyproperty and properly maintained by Seller. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall not substitute any other property for Buyer’s property. Seller will inspect Buyer’s property prior to use and will train and supervise its employees and other authorized users of such property in its proper and safe operation. Seller shall use Buyer’s property only to meet Buyer’s orders, and shall not use it, . CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s care, custody or control, shall be held at Seller’s risk, shall be kept free of encumbrances and insured by Seller at Seller’s expense in an amount equal to the replacement cost thereof with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above15.4(b), “Assists”, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma pro forma invoice used for international shipments. Buyer hereby grants a license non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States U.S. Copyright Act (17 U.S.C. U.S.C § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety entirely by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s the mutual non-disclosure agreement dated September 27. 2013 between General Electric Company acting though its Renewable Energy business and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and Inc. (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order“MNDA”) shall remain govern in the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous event there is a conflict with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply this section as to any intellectual property created from project referenced in the use of GE technical information. Should Buyer or Seller desire MNDA that may pertain to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any this Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods substantially similar to, or which reasonably can substitute or repair repair, a buyer Buyer good, . Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, . in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this section.Section, Subject to the terms of the MNDA. Seller’s and its Affiliates’ (i) existing intellectual property shall remain the sole and exclusive property of Seller, including without limitation TPI Composites. Inc.’s proprietary and patented SCRIMP® technology and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Order and without any reference to or in reliance on any of Buyer’s intellectual property or Confidential Information shall remain the sole and exclusive property of Seller unless otherwise agreed in writing

BUYER’S PROPERTY. Unless otherwise agreed by the Buyer and the Seller in writing, the following items (collectively, the “Buyer’s Property”) shall be, and shall remain, the personal property of the Buyer: (1) all tangible and intangible property, including, but not limited to, information or data of any description, tools, materialsequipment, patterns, fixtures, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material materials of every description furnished to Seller by Buyer or specially specifically paid for by Buyer, and any replacement replacements thereof; (2) all “Special Tooling” as defined below, or and any materials affixed or attached theretoreplacements thereof; (3) all copyrights in all plans and/or drawings furnished to Seller by Xxxxx; end (4) all trade secrets, shall be intellectual property and remain other proprietary rights encompassed within the “Confidential Information,” as defined in Paragraph 12, above. The Buyer’s personal property. Such property andProperty, and whenever practical, practical each individual item thereofof the Buyer’s Property, shall be plainly marked or otherwise adequately as identified by Seller as Buyer’s property of Buyer and shall be safely stored separate and apart from Seller’s property. Seller further agrees to comply with shall not substitute any handling and storage requirements provided by Buyer property for such property. Seller shall use Buyer’s property only to meet Buyer’s orders, Property and shall not use it, disclose it to others or reproduce it for any other purposeBuyer’s Property except in filling Buyer’s orders. Such propertyXxxxx’s Property, while in Seller’s custody or control, shall shall: (1) be held at Seller’s risk, shall ; (2) be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost thereof, with loss payable to Buyer Buyer, and shall (3) be subject to removal at Buyer’s written request. In the event of removal, in which event Seller shall prepare such property Buyer’s Property for shipment and redeliver it to Buyer in the same condition as originally received by Seller, reasonable wear and tear exceptedexpected. Seller shall permit Buyer to enter Seller’s facilities at any time during Seller’s hours of operation to retrieve and remove any property of Buyer. The term “Special Tooling” as used in this Paragraph 20 means all jigs, all at Buyer’s expensedies, except for non-Toolsfixtures, molds, patterns, special cutting tools, special gauges, special test equipment, other special equipment and manufacturing aids, and drawings and any replacements of the foregoing, acquired or manufactured or used in the performance of the Purchase Order, which shall be at Seller’s expenseare of such a specialized nature that, and in without substantial modification or alteration, their use is limited to the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall to be identified on produced under, or the commercial performance of the services of the type required by, the Purchase Order. The term does not include: (1) items of tooling or proforma invoice used equipment heretofore acquired by Seller, or replacements thereof, whether or not altered or adapted for international shipments. Buyer hereby grants a license to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope performance of the Supply Agreement Purchase Order; (2) consumable small tools; or any Order(3) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement general or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement special machine tools or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this sectionsimilar capital items.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible goods, Proprietary Rights and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller Confidential Information (defined below) supplied by Buyer or specially paid for by which are distinctive of Buyer, and ’s private label or licensed label merchandise or which contain any replacement thereof, Proprietary Rights of Buyer or any materials affixed or attached thereto, which are created at the request of Buyer (collectively “Special Features”) shall be and remain Buyer’s personal property. Such the property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be safely stored separate and apart from Seller’s property. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall use Buyer’s property only to meet Buyer’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s custody or control, shall be held at Seller’s risk, shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to of Buyer and shall be subject to removal at used by Seller only for Buyer for Buyer’s written requestbenefit. All goodwill accruing shall be for and inure to the benefit of Buyer. All intellectual property associated with products created by Seller which includes Special Features, in Buyer’s proprietary information or which event Seller was created at the request of Buyer shall prepare such property for shipment be and redeliver hereby is assigned to Buyer. Buyer may use Special Features as it sees fit on or with respect to goods manufactured by others. Goods with Special Features which are not delivered to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at for any reason shall not be sold or transferred to any third party without Buyer’s expense, except for non-Tools, which shall be at Seller’s expenseprior written authorization, and in the case of a termination unless and until all labels, tags, packaging and markings making use of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling Special Features or technology used in production of otherwise identifying the goods shall be identified on the commercial or proforma invoice used for international shipments. to Buyer hereby grants a license to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rightshave been removed. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this section.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially specifically paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Except as set forth in Section 5 of the Supply Agreement, such property furnished by Buyer shall be accepted by Seller “AS IS” with all faults and without any warranty whatsoever, express or implied. Seller shall use such property at its own risk, and Buyer makes no warranty or representation concerning the condition of such property. Such property and, whenever practicaltractical, each individual item thereof, shall be plainly tlainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be safely property, safety stored separate and apart from Seller’s propertyproperty and properly maintained by Seller. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall not substitute any other property for Buyer’s property. Seller will inspect Buyer’s property prior to use and will train and supervise its employees and other authorized users of such property in its proper and safe operation. Seller shall use Buyer’s property only to meet Buyer’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s care, custody or control, shall be held at Seller’s risk, shall be kept free of encumbrances and insured by Seller at Seller’s expense in an amount equal to the replacement cost thereof with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above15.4(b), “Assists”, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma pro forma invoice used for international shipments. Buyer hereby grants a license non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States U.S. Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s the mutual non-disclosure agreement dated September 27, 2013 between General Electric Company acting though its Renewable Energy business and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and Inc. (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order“MNDA”) shall remain govern in the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous event there is a conflict with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply this section as to any intellectual property created from project referenced in the use of GE technical information. Should Buyer or Seller desire MNDA that may pertain to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any this Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods substantially CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. simltar to, or which reasonably can substitute or repair repair, a buyer Buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this sectionSection. Subject to the terms of the MNDA, Seller’s and its Affiliates’ (i) existing intellectual property shall remain the sole and exclusive property of Seller, including without limitation TPI Composites, Inc.’s proprietary and patented SCRIMP® technology and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Order and without any reference to or in reliance on any of Buyer’s intellectual property or Confidential Information shall remain the sole and exclusive property of Seller unless otherwise agreed in writing.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially specifically paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property, Except as set forth in Section 5 of the Supply Agreement, such property furnished by Buyer shall be accepted by Seller “AS IS” with all faults and without any warranty whatsoever, express or implied. Seller shall use such property at its own risk, and Buyer makes no warranty or representation concerning the condition of such properly. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be property, safely stored separate and apart from Seller’s property. property and properly maintained by Seller, Seller further agrees to comply with any handling and storage requirements provided by Buyer for xxx]) properly. Seller shall not substitute any other property for Buyer’s properly. Seller will inspect Buyer’s property prior to use and will train and supervise its employees and other authorized users of such propertyproperty in its proper and safe operation. Seller shall use Buyer’s property properly only to meet Buyer’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s care, custody or control, shall be held at Seller’s risk, shall be kept free of encumbrances and insured by Seller at Seller’s expense in an amount equal to the replacement cost thereof with loss payable to Buyer and shall be subject to removal at Buyer’s CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. written request, in which event Seller shall prepare such property properly for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above15.4(b), “Assists”, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma pro forma invoice used for international shipments. Buyer hereby grants a license non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. , All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States U.S. Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. , If by operation of law any such intellectual property properly is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to lo Buyer, the entire right, title and interest throughout the world to such intellectual property. , Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to lo any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s the mutual non-disclosure agreement dated September 27,2013 between General Electric Company acting though its Power & Water business and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and Inc. (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order“MNDA”) shall remain govern in the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous event there is a conflict with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply this section as to any intellectual property created from project referenced in the use of GE technical information. Should Buyer or Seller desire MNDA that may pertain to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any this Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods substantially similar to, or which reasonably can substitute or repair repair, a buyer Buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to lo verify compliance with this sectionSection. Subject to the terms of the MNDA, Seller’s and its Affiliates’ (i) existing intellectual property shall remain the sole and exclusive property of Seller, including without limitation TPI Composites, Inc.’s proprietary and patented SCRIMP® technology and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Order and without any reference to or in reliance on any of Buyer’s intellectual property or Confidential Information shall remain the sole and exclusive properly of Seller unless otherwise agreed in writing.

BUYER’S PROPERTY. Unless otherwise agreed (a) All property used by Seller in writingconnection with this order which is owned, all tangible and intangible propertyfurnished, charged to or paid for by Buyer including, but not limited to, information or data of any descriptionmaterials, tools, materialsdies, drawingsjogs, computer softwaremolds, know-howpatterns, documentsfixtures, trademarksequipment, copyrightsdrawings and other technical information, equipment or material furnished to Seller by Buyer or specially paid for by Buyerspecifications, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Such the property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property of Buyer subject to removal and shall be safely stored separate and apart from Seller’s property. Seller further agrees to comply with any handling and storage requirements provided inspection by Buyer at any time without cost or expense to Buyer and Buyer shall have free access to Seller's premises for the purpose of inspecting or removing such property. Seller All such property shall use be identified and marked as Buyer’s property only to meet Buyer’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such 's property, while in Seller’s custody or control, shall be held at Seller’s risk, shall be kept used only for this order and adequately insured by Seller at Seller’s its expense in an amount equal to the replacement cost with loss payable to Buyer and shall be subject to removal at for Buyer’s written request, in which event 's protection. Seller shall prepare assume liability for and maintain and repair such property for shipment and redeliver return the same to Buyer in the same condition as originally received by Sellerits original condition, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which and when such property is no longer required hereunder. Seller shall be at Seller’s expense, furnish Buyer with a list thereof and in the case of a termination of the Supply Agreement by shall comply with any Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipmentsdisposition instructions applicable thereto. Buyer hereby grants a license shall not be obligated to Seller to use pay any information, drawings, specifications, computer software, know-how invoices for tooling until the first article produced therefrom shall have been received and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyeraccepted. Notwithstanding the foregoing, upon written notice to Buyer and to the extent such use will not interfere with Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope 's performance of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside or other orders from Buyer in effect at the scope of xxxx Xxxxxx enters into a direct contract with the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any OrderU.S. Government, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records use Buyer's property in the manufacture of end times for direct sale to the U.S. Government to the extent the Government has the right under its prime contract with Buyer to authorize such use by Seller, and to make reasonable inspections of Seller facilitiesprovided that, to verify compliance the extent practicable, Seller prominently identifies each such end item as being manufactured by Seller for direct sale to the U.S. Government. (b) Materials, excluding Government Property, furnished by Buyer on other than a charge basis in connection with this sectionorder shall be deemed to be held by Seller as bailee thereof. Seller agrees to pay Buyer's replacement cost for all such material spoiled or otherwise not satisfactorily accounted for over and above 2% thereof allowable for scrap loss.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, All tools, materialsequipment, drawingsdies, computer softwaregauges, know-howmodels, documents, trademarks, copyrights, equipment drawings or material other materials furnished by Buyer to Seller or produced or supplied by Buyer Seller for the purpose of this Purchase Order or specially paid for by Buyer, Buyer and any replacement thereof, or any all replacements thereof and materials affixed fixed or attached thereto, thereto shall be and remain the property of Buyer’s personal property. Such All Buyer's property and, whenever practicalapplicable, each individual item thereof, shall be plainly marked or and otherwise adequately identified by Seller as Buyer’s property "Property of Marketing Worldwide, LLC.", shall, at Seller' cost and shall expense, be safely stored (separate and apart from Seller’s property. Seller further agrees to comply with 's property wherever applicable) and shall be kept free of all liens, claims, encumbrances and interests of any handling and storage requirements provided by Buyer for such propertythird party. Seller shall use not substitute any property for any of Buyer’s 's property, shall not deliver or make available to any third party any of Buyer's property only to meet or any property or goods developed, manufactured or created with the aid of any of Buyer’s orders, 's property and shall not use itany of Buyer's property or any property or goods manufactured, disclose it to others developed or reproduce it for any other purposecreated with the aid of Buyer's property, except in filing the orders of Buyer. Such All Buyer's property, while in Seller’s 's custody or control, shall be held beheld at Seller’s risk, 's risk and shall be kept insured by Seller at Seller’s expense 's costs and expenses in an amount equal to the replacement cost cost, with loss payable to Buyer. Upon completion by Seller of this Purchase Order, or upon the written request of Buyer and shall be subject to removal at Buyer’s written requestany time, in which event Seller shall prepare such all Buyer's property for shipment and redeliver deliver such property to Buyer in the same condition as originally produced or received by Seller, reasonable wear and tear excepted, all at . Any of Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipments. Buyer hereby grants a license to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual 's property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain property or goods manufactured, developed or created with the sole and exclusive property aid of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property's property which, as set forth hereinfor any reason, is not to be delivered to or accepted by Buyer shall be destroyed by Seller unless otherwise directed by Buyer in such design or manufacture of such goodswriting. Further, Buyer shall have the right to audit right, at all pertinent records of Sellerreasonable times, and to make reasonable inspections of Seller facilitiesupon prior request, to verify compliance enter Seller's premises to inspect any and all Buyer's property and any property or goods manufactured, developed or created with this sectionthe aid of any of Buyer's property or to receive any of Buyer's property.

BUYER’S PROPERTY. (a) Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially specifically paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Such property andfurnished by Xxxxx shall be accepted by Seller “AS IS” with all faults and without any warranty whatsoever, whenever practicalexpress or implied. Seller shall use such property at its own risk, and Buyer makes no warranty or representation concerning the condition of such property. Such property and each individual item thereof, thereof shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be property, safely stored separate and apart from Seller’s property. Seller further agrees to comply with any handling , and storage requirements provided properly maintained by Buyer for such propertySeller. Seller shall use BuyerXxxxx’s property only to meet BuyerXxxxx’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s care, custody or control, shall be held at Seller’s risk, shall be kept free of encumbrances and insured by Seller at Seller’s expense in an amount equal to the replacement cost thereof with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipments. Buyer hereby grants a license to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this section.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s 's personal property. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s 's property and shall be safely stored separate and apart from Seller’s 's property. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall use Buyer’s 's property only to meet Buyer’s 's orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s 's custody or control, shall be held at Seller’s 's risk, shall be kept insured by Seller at Seller’s 's expense in an amount equal to the replacement cost with loss payable to Buyer and shall be subject to removal at Buyer’s 's written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s 's expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipments. Buyer hereby grants a license to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s 's performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “"work(s) made for hire” " is defined in the United States Copyright Act (17 U.S.C. § ss. 101)) or Seller will give Buyer “"first owner” " status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s 's prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods substantially similar to, or which reasonably can substitute or repair repair, a buyer Buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s 's property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this section. 5.

BUYER’S PROPERTY. Unless otherwise agreed by the Buyer and the Seller in writing, the following items (collectively, the “Buyer’s Property”) shall be, and shall remain, the personal property of the Buyer: (1) all tangible and intangible property, including, but not limited to, information or data of any description, tools, materialsequipment, patterns, fixtures, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material materials of every description furnished to Seller by Buyer or specially specifically paid for by Buyer, and any replacement replacements thereof; (2) all “Special Tooling” as defined below, or and any materials affixed or attached theretoreplacements thereof; (3) all copyrights in all plans and/or drawings furnished to Seller by Buyer; end (4) all trade secrets, shall be intellectual property and remain other proprietary rights encompassed within the “Confidential Information,” as defined in Paragraph 12, above. The Buyer’s personal property. Such property andProperty, and whenever practical, practical each individual item thereofof the Buyer’s Property, shall be plainly marked or otherwise adequately as identified by Seller as Buyer’s property of Buyer and shall be safely stored separate and apart from Seller’s property. Seller further agrees to comply with shall not substitute any handling and storage requirements provided by Buyer property for such property. Seller shall use Buyer’s property only to meet Buyer’s orders, Property and shall not use it, disclose it to others or reproduce it for any other purposeBuyer’s Property except in filling Buyer’s orders. Such propertyBuyer’s Property, while in Seller’s custody or control, shall shall: (1) be held at Seller’s risk, shall ; (2) be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost thereof, with loss payable to Buyer Buyer, and shall (3) be subject to removal at Buyer’s written request. In the event of removal, in which event Seller shall prepare such property Buyer’s Property for shipment and redeliver it to Buyer in the same condition as originally received by Seller, reasonable wear and tear exceptedexpected. Seller shall permit Buyer to enter Seller’s facilities at any time during Seller’s hours of operation to retrieve and remove any property of Buyer. The term “Special Tooling” as used in this Paragraph 20 means all jigs, all at Buyer’s expensedies, except for non-Toolsfixtures, molds, patterns, special cutting tools, special gauges, special test equipment, other special equipment and manufacturing aids, and drawings and any replacements of the foregoing, acquired or manufactured or used in the performance of the Purchase Order, which shall be at Seller’s expenseare of such a specialized nature that, and in without substantial modification or alteration, their use is limited to the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall to be identified on produced under, or the commercial performance of the services of the type required by, the Purchase Order. The term does not include: (1) items of tooling or proforma invoice used equipment heretofore acquired by Seller, or replacements thereof, whether or not altered or adapted for international shipments. Buyer hereby grants a license to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope performance of the Supply Agreement Purchase Order; (2) consumable small tools; or any Order(3) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement general or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement special machine tools or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this sectionsimilar capital items.

BUYER’S PROPERTY. Unless otherwise agreed All property used by Seller in writingconnection with this Purchase Order which is owned, all tangible and intangible propertyfurnished, charged to or paid for by Buyer including, but not limited to, information or data of any descriptionmaterials, tools, materialsdies, drawingsjigs, molds, patterns, fixtures, equipment, drawings and other technical information, information provided or stored on electronic media, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially paid for by Buyerspecifications, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyerthe property of Buyer subject to removal and inspection by Buyer at any time without cost or expense to Buyer and Buyer shall have free access to Seller’s personal premises for the purpose of inspecting or removing such property. Such All such property and, whenever practical, each individual item thereof, shall be plainly identified and marked or otherwise adequately identified by Seller as Buyer’s property and shall be safely stored separate and apart from Seller’s property. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall use Buyer’s property only to meet Buyer’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s custody or control, shall be held at Seller’s risk, shall be kept used only for this Purchase Order and adequately insured by Seller at Seller’s its expense in an amount equal to the replacement cost with loss payable to Buyer and shall be subject to removal at for Buyer’s written request, in which event protection. Seller shall prepare assume all liability for and maintain and repair such property for shipment and redeliver return the same to Buyer in the same condition as originally received by Sellerits original condition, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expenseaccepted, and in the case of when such property is no longer required hereunder, Seller shall furnish Buyer with a termination of the Supply Agreement by list thereof and shall comply with any Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma invoice used for international shipmentsdisposition instructions applicable thereto. Buyer hereby grants a license shall not be obligated to Seller to use pay any information, drawings, specifications, computer software, know-how invoices for tooling until the first article produced therefrom shall have been inspected and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting shipped from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers received and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to accepted by Buyer. Notwithstanding the foregoing, Seller’s upon written notice to Buyer and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside to the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the extent such use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous will not interfere with Seller’s performance under any Orderof this or other Purchase Orders from Buyer in effect at the xxxx Xxxxxx enters into a direct contract with the U.S. Government, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable terms. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods which reasonably can substitute or repair a buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records use Buyer’s property in the manufacture of end items for direct sale to the U.S. Government to the extent the Government has the right under its prime contract with Buyer to authorize such use by Seller, and to make reasonable inspections of Seller facilitiesprovided that, to verify compliance the extent practicable, Seller prominently identifies each such end item as being manufactured by Seller for direct sale to the U.S. Government. Materials, excluding Government Property, furnished by Buyer on other than a change basis in connection with this sectionPurchase Order shall be deemed to be held by Seller as bailee thereof. Seller agrees to pay Buyer’s replacement cost for all such material spoiled or otherwise not satisfactorily accounted for as scrap loss.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially specifically paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Such property furnished by Xxxxx shall be accepted by Seller “AS IS” with all faults and without any warranty whatsoever, express or implied. Seller shall use such property at its own risk, and Buyer makes no warranty or representation concerning the condition of such property. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be property, safely stored separate and apart from Seller’s propertyproperty and properly maintained by Seller. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall not substitute any other property for Xxxxx’s property. Seller will inspect Buyer’s property prior to use Buyerand will train and supervise its employees and other authorized users of such property in its proper and safe operation. Seller shall use Xxxxx’s property only to meet BuyerXxxxx’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s care, custody or control, shall be held at Seller’s risk, shall be kept free of encumbrances and insured by Seller at Seller’s expense in an amount equal to the replacement cost thereof with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above15.4(b), “Assists”, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma pro forma invoice used for international shipments. Buyer hereby grants a license non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from SellerXxxxxx’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States U.S. Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer Xxxxx automatically upon creation, then Seller Xxxxxx agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller Xxxxxx further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable termsXxxxx. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods substantially similar to, or which reasonably can substitute or repair repair, a buyer Buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this sectionSection.

BUYER’S PROPERTY. Unless otherwise agreed in writing, all tangible and intangible property, including, but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Seller by Buyer or specially specifically paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Buyer’s personal property. Such property furnished by Xxxxx shall be accepted by Selle r “AS IS” with all faults and without any warranty whatsoever, express or implied. Seller shall use such property at its own risk, and Buyer makes no warranty or representation concerning the condition of such property. Such property and, whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Buyer’s property and shall be property, safely stored separate and apart from Seller’s propertyproperty and properly maintained by Seller. Seller further agrees to comply with any handling and storage requirements provided by Buyer for such property. Seller shall not substitute any other property for Xxxxx’s property. Seller will inspect Buyer’s property prior to use Buyerand will train and supervise its employees and other authorized users of such property in its proper and safe operation. Seller shall use Xxxxx’s property only to meet BuyerXxxxx’s orders, and shall not use it, disclose it to others or reproduce it for any other purpose. Such property, while in Seller’s care, custody or control, shall be held at Seller’s risk, shall be kept free of encumbrances and insured by Seller at Seller’s expense in an amount equal to the replacement cost thereof with loss payable to Buyer and shall be subject to removal at Buyer’s written request, in which event Seller shall prepare such property for shipment and redeliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Buyer’s expense, except for non-Tools, which shall be at Seller’s expense, and in the case of a termination of the Supply Agreement by Buyer for material breach, which also shall be at Seller’s expense. As noted in Section 3.4 above15.4(b), “Assists”, any consigned material, tooling or technology used in production of the goods shall be identified on the commercial or proforma pro forma invoice used for international shipments. Buyer hereby grants a license non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. This license is non-assignable and is terminable with or without cause by Buyer at any time. Subject to the provisions set forth herein, Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from SellerXxxxxx’s performance under this Order, including all patent rights, copyrights, moral rights, rights ri ghts in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered work(s) made for hire for Buyer (as the phrase “work(s) made for hire” is defined in the United States U.S. Copyright Act (17 U.S.C. § 101)) or Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of law any such intellectual property is not owned in its entirety by Buyer Xxxxx automatically upon creation, then Seller Xxxxxx agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, the entire right, title and interest throughout the world to such intellectual property. Seller Xxxxxx further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Buyer. Notwithstanding the foregoing, Seller’s and its Affiliates’ (i) existing intellectual property (including without limitation TPI Composites, Inc.’s proprietary SCRIMP® technology) and (ii) any intellectual property created or discovered by Seller or its Affiliates outside the scope of this Agreement (including without limitation any improvements to TPI Composites, Inc.’s proprietary SCRIMP® technology developed outside the scope of the Supply Agreement or any Order) shall remain the sole and exclusive property of Seller irrespective of the use of any such intellectual property in Seller’s performance under the Supply Agreement or any Order. In particular, Buyer acknowledges and agrees that (i) during the term of the Supply Agreement and contemporaneous with Seller’s performance under any Order, Seller may develop intellectual property outside the scope of the Supply Agreement or any Order and that Seller is under no obligation, whether pursuant to the Supply Agreement, any Order or otherwise, to use such intellectual property in performing its obligations under any Order, and (ii) Seller may elect to develop outside the scope of the Supply Agreement or any Order any intellectual property contemplated by any Order. For the avoidance of doubt, the above does not apply to any intellectual property created from the use of GE technical information. Should Buyer or Seller desire to use any such intellectual property developed by Seller outside the scope of the Supply Agreement or any Order in performing under the Supply Agreement or any Order, then Seller and Buyer in good faith will use commercially reasonable efforts to negotiate a license from Seller to Buyer for such intellectual property on commercially reasonable termsXxxxx. Should Seller, without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods substantially similar to, or which reasonably can substitute or repair repair, a buyer Buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this sectionSection.