1. APPLICATION OF TERMS

(a) Agreement. The Terms and Conditions together with the executed Order Document(s) (as defined herein) between the lululemon entity named in the Order Document(s) (the “Company”) and you, the vendor named in the Order Document(s) (the “Vendor”), along with the applicable Supplemental Terms (as defined herein) constitutes an agreement (collectively, the “Agreement”).

For Navigation Purposes:

Primary Terms and Conditions

• Exhibit A: lululemon Global Travel and Expense Policy

• Exhibit B: Minimum Security Standards

Supplemental Terms

• Data Privacy Addendum

  • In the event Vendor will have access to or process Personal Data for or on behalf of lululemon in connection with the Services.

• Technology Services

  • In the event Vendor is providing cloud-based, subscription-based platform, framework, or software or other technology (including artificial intelligence or machine learning)-based services (collectively, “Technology Services”).

• Sale of Goods

  • In the event Vendor is providing goods, and if applicable, ancillary maintenance or repair services.

• Service Channel Purchases

  • In the event Vendor is providing Services through lululemon’s Service Channel platform.

(b) Entire Agreement. The Agreement, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In no event shall any of Vendor’s terms and conditions of any form, including any “click-through”, “click-wrap”, “click-to-agree”, or other terms or conditions that lululemon is required to agree to in the course of accessing or using the Services, modify the Agreement, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of the Agreement.

(c) Priority. In the event of any conflict or inconsistency between the provisions of any of the following documents, the following descending order of priority shall apply to the extent of such conflict or inconsistency: (i) if applicable, the Data Privacy Addendum, (ii) these Terms and Conditions (for greater certainty, excluding all Supplemental Terms), (iii) the remaining applicable Supplemental Terms, with equal priority, and (iii) the Order Document, unless such conflict or inconsistency is explicitly acknowledged in the Order Document as superseding.

(d) Changes. These Terms are subject to change by lululemon without prior written notice to the Vendor at any time, in its sole discretion. Any changes to these Terms will be in effect as of the "Last Updated Date" referred to at the bottom of the website on which these Terms are made available (the “Site”). Vendor is required to review these Terms before entering into an Order Document through this Site. Vendor’s continued provision of Services to lululemon after the "Last Updated Date" will constitute Vendor’s acceptance of and agreement to such changes.

(e) Non-Exclusive Agreement. The Agreement is non-exclusive and does not in any way limit lululemon's rights to contract with any other Party for the provision of services similar or identical to the Services, or for the provision of any other products or services to lululemon. Except as specified in an Order Document, the Agreement shall not be construed to require lululemon to purchase any Services from Vendor.

2. DEFINITIONS

Unless otherwise specified herein, the following terms shall have the meanings set out below when used in the Agreement:

(a) “Affiliate” means, in relation to a Party, an entity that is controlled by, controlling, or under common control with that Party, where “control” is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

(b) “Applicable Law” means any domestic or foreign law, rule, statute, subordinate legislation, regulation, bylaw, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction, or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time during the Term which applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any governmental or regulatory authority.

(c) “Confidential Information” means any information, materials, data, trade secrets, or other confidential information, in the possession of or owned by lululemon or the Vendor (the “Discloser”), as applicable, including information that is not generally known to the public and including, without limitation, financial, business, legal, corporate, marketing, sales, product, research, technical, manufacturing, personnel, customer, and contractor information and any other information, in whatever form or media, specifically identified as, or should be reasonably understood to be, confidential due to nature of the information or the circumstances of disclosure, that is learned by, provided, or otherwise made available, including via the Services, to the other Party (the “Recipient”) in connection with the Agreement. lululemon's confidential information includes, without limitation, lululemon IP, all information relating to lululemon’s customers, Deliverables and related documentation, and all lululemon Data.

(d) “Deliverables” means all documents, services, goods, products, work, work product, data, items, software, code, and other materials that are created, developed, produced, delivered, performed, or prepared by, or on behalf of, Vendor in the course of performing the Services, including any items identified as such in an Order Document. If the Deliverables include any items of software, the Deliverables shall be deemed to include, in both source code and object code forms, the final version and all preliminary versions of the software and all routines and subroutines, as well as all program material, flowcharts, models, notes, outlines, work papers, descriptions, and other documents created or developed in connection therewith, the resulting screen formats, and other visual effects of the software.

(e) “Employees” means one or more employees, approved independent contractors, staff, or personnel of Vendor who perform the Services on behalf of the Vendor.

(f) "Intellectual Property Rights" means, without limitation, rights in all (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith; (c) copyrights and copyrightable works (including computer programs), and rights in data and databases; (d) trade secrets, know-how, and other confidential information; (e) industrial designs and design rights; and (f) all other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

(g) “lululemon” means the Company and, if applicable, its Affiliates.

(h) “lululemon Data” means any and all information, materials and/or data, including Personal Data, provided to or made available to Vendor, or that Vendor may otherwise have access to (including, but not limited to, uploading into, using with, or in any way disclosing through the Services), or process, in accordance with the Agreement, including provision of the Services.

(i) “lululemon IP” means all Intellectual Property Rights of lululemon including, but not limited to, the following on a worldwide basis: (i) patents, patent applications, patent disclosures and improvements thereto and other patent rights (including any divisions, continuations, continuations-in-part, substitutions or reissues thereof, whether or not any such applications are modified, withdrawn or resubmitted), utility models and inventions (whether patentable or not); (ii) trade names, brand names, logos, trademarks, service marks, trade dress, domain names, designs, logos or corporate names, whether registered or unregistered, including all registrations and applications for registration thereof and all goodwill associated therewith; (iii) copyright, including all renewals and extensions, copyright registrations, applications for registration, and non-registered copyrights and works of authorship, including those in computer software (including all source code, object code and documentation related thereto); (iv) trade secrets, know-how, and any other confidential or proprietary information, concepts, techniques, methods, data, discoveries, inventions, improvements, and other proprietary rights (whether or not patentable or subject to trade secret or copyright protection), including formulas and formulations for all products currently sold; and (v) registrations and applications for any of the foregoing.

(j) “Order Document” means a Statement of Work, purchase order, work order, order form, or similar purchasing document entered into by lululemon and the Vendor or issued by lululemon to the Vendor in connection with Services and is governed by the Terms.

(k) “Party” mean separately either lululemon or Vendor and together shall be the “Parties”.

(l) “Personal Data” means any information which relates to, identifies, describes, or that is capable of, directly or indirectly, being associated with an identified or identifiable natural person or consumer (each individually a “Data Subject”).

(m) "Services" means any services, and/or Deliverables provided by Vendor under the Agreement, as specified and described in more detail in an Order Document.

(n) "Statement of Work" means a statement of work on lululemon’s approved form mutually executed by lululemon and the Vendor, together with all amendments, modifications and additions thereto and replacements thereof.

(o) “Supplemental Terms” means the additional terms and conditions that automatically apply based on the specific Services and/or Deliverables being provided by Vendor.

(p) “Terms” means, together, the Terms and Conditions and the applicable Supplemental Terms.

(q) “Vendor Property” means the pre-existing materials, data, know-how, methodologies, software, and other proprietary materials, including computer programs, reports, and specifications, that are incorporated into or included with the Services or are otherwise used by Vendor in connection with performing the Services or provision of the Deliverables, in each case solely as developed or acquired by Vendor before the commencement of or independently of the Agreement as evidenced by relevant documentation satisfactory to lululemon.

3. PERFORMANCE OF SERVICES

(a) Services. Vendor shall provide to lululemon the Services set out in the Order Document: (i) in accordance with the Order Document and these Terms; (ii) using personnel of required skill, experience, and qualifications; (iii) in a timely, competent, skilful, and professional manner; (iv) in accordance with prevailing industry standards in Vendor’s field; and (v) to the reasonable satisfaction of lululemon. Notwithstanding any provision of the Agreement, lululemon shall have no obligation to issue any Order Documents.

(b) Vendor Obligations. In the performance of the Services, Vendor shall:

(i) appoint an Employee to serve as a primary contact with respect to the Agreement and who shall have the authority to act on behalf of Vendor in connection with matters pertaining to the Agreement, and, as applicable, designate certain Employees as key personnel, identified in an Order Document, who shall be suitably skilled, experienced, and qualified to perform the Services (together, the “Key Personnel”);

(ii) maintain the same Key Personnel throughout the Term, except for changes in such Key Personnel due to lululemon’s request in accordance with this Section, the resignation or termination of such personnel, or other circumstances outside of Vendor’s reasonable control;

(iii) upon the reasonable written request of lululemon, promptly, and in any event within three (3) business days, replace specified Key Personnel;

(iv) before the date on which the Services are to start, obtain, and at all times during the Term maintain, all necessary licences, certifications, permits, registrations, and consents and comply with all Applicable Laws relevant to the provision of the Services;

(v) comply with, and ensure that all Employees comply with, all rules, regulations, policies, and directives of lululemon that are communicated to Vendor, including security procedures concerning systems and data and remote access thereto, building security procedures, including the restriction of access by lululemon to certain areas of its premises or systems for security reasons, and occupational health and safety practices and procedures;

(vi) ensure that all Employees are bound by confidentiality obligations substantially as protective as those contemplated herein and are subject to appropriate trainings relating to the provision of the Services, as required by Applicable Laws or as otherwise requested by lululemon, at no additional cost to lululemon; and

(vii) maintain complete and accurate records relating to the provision of the Services under the Agreement, including records of the time spent and materials used by Vendor in providing the Services in such form as lululemon shall approve.

4. DELIVERY AND ACCEPTANCE OF SERVICES AND DELIVERABLES

(a) Delivery. Delivery of the Services and Deliverables shall be strictly in accordance with the schedule set forth in the applicable Order Document, or if not specified in the Order Document, as otherwise agreed upon by the Parties. Vendor shall immediately notify its primary contract at lululemon, as identify on the Order Document, if Vendor is unable to perform, deliver, or complete all or any part of its obligations under the Agreement by the specified delivery date. Receipt of such notice of delay shall not operate as a waiver of any of lululemon’s rights hereunder. If Vendor fails to meet the delivery dates or times specified in an Order Document, due to no fault of lululemon, lululemon may, without limiting its remedies available at law, at Vendor’s sole cost and expense, (i) request expedited delivery of Deliverables and Vendor shall pay upon demand all excess costs incurred thereby, including additional handling charges and other expenses resulting therefrom; (ii) accept the late Deliverables at a discount negotiated by the Parties; or (iii) terminate the applicable Order Document and receive a prorated refund of all prepaid amounts corresponding to the late Services or Deliverables and any other Services or Deliverables rendered useless as a consequence of the late Services or Deliverables.

(b) Acceptance. Unless different acceptance testing provisions are set forth in an Order Document, upon completion of each phase of the Services and Deliverables, lululemon shall have twenty-one (21) days to accept or reject such Services and related Deliverables. If within such period lululemon provides Vendor with written notification specifying in reasonable detail the manner in which the Services or Deliverables do not materially conform to the specifications set out in the applicable Order Document, Vendor shall have an additional fifteen (15) days, or such other period as otherwise agreed to or set forth in the Order Document, to implement such changes as shall be reasonably required to bring the Services or Deliverables in material conformity with the specifications. Vendor shall notify lululemon of all corrections made to the Services or Deliverables and re-perform the Services or submit the revised Deliverables to lululemon for its acceptance in accordance with this Section. In the event the Services or Deliverables continue not to conform materially to the specifications, lululemon, in its sole discretion, may (i) accept the defective Services or Deliverables at a discount negotiated between the Parties; (ii) require that Vendor make additional corrections to the Services or Deliverables according to a schedule mutually agreed upon by the Parties; or (iii) terminate the Agreement and receive a refund of all prepaid amounts corresponding to the defective Services or Deliverables and any other Services or Deliverables rendered useless as a consequence of the defective Services or Deliverables. Acceptance shall be deemed to have occurred twenty-one (21) days following lululemon’s receipt of such Services and related Deliverables absent a written rejection delivered in accordance with the above provisions.

(c) Service Levels

(i) Service Levels Obligations. Vendor shall provide and maintain the Services in accordance with and in such a manner as to meet or exceed the service levels and performance standards set out in the Agreement, including, without limitation, any service levels and key performance indicators in an Order Document and/or the Supplemental Terms.

(ii) Remedies for Failure to Achieve Service Levels. If Vendor fails to achieve service levels, lululemon will be entitled to performance credits (“Service Credits”). If Vendor does not provide the Services in accordance with the designated time or availability requirement, lululemon will be entitled to a Service Credit of ten percent (10%) of the Fees for the relevant month. The Service Credits will be aggregated for all missed Service Levels and either: (a) credited against amounts invoiced by Vendor to lululemon; or (b) at lululemon’s request, paid monthly in the form of a check payable to lululemon. Service Credits will not be deducted from damages to which lululemon is entitled under the Agreement, nor, if applicable, will Service Credits be included in calculating any liability cap between the Parties. For greater certainty, Vendor agrees that it is obligated to meet service levels even if no Service Credits are available to lululemon.

(iii) Termination for Poor Service. Without limiting lululemon’s rights and remedies under the Agreement or at law or in equity, in the event that there is a default in two (2) consecutive months, or a single outage of Technology Services of more than twenty-four (24) hours, lululemon may immediately terminate the Agreement for material breach without incurring any additional liability in which case Vendor will promptly refund to lululemon any amounts pre-paid for the portion of the Technology Services so terminated.

5. CHANGES TO SERVICES AND DELIVERABLES

(a) Changes. If either Party wishes to change the scope or performance of the Services in an Order Document, it shall submit details of the requested change to the other Party in writing. Vendor shall, within a reasonable time after such request (and, if such request is initiated by lululemon, not more than three (3) business days after receipt of lululemon's written request), provide a written estimate to lululemon of:

(i) the likely time required to implement the change;

(ii) any necessary variations to the Fees (defined below) and other charges for the Services arising from the change;

(iii) the likely effect of the change on the Services; and

(iv) any other impact the change might have on the performance of the Agreement.

(b) Change Orders. Promptly after receipt of the written estimate, the Parties shall negotiate and agree in writing on the terms of such change. Neither Party shall be bound by any change unless mutually agreed upon in writing and signed by both Parties.

6. FEES AND PAYMENT

(a) Fees and Expenses. As full and complete consideration for the performance and provision of the Services and Deliverables, lululemon shall pay Vendor the fees in the currency set out in the Order Document (the “Fees”). Except for expenses lululemon has pre-approved in writing as eligible for reimbursement (“Pre-Approved Expenses”), Vendor shall be responsible for all costs and expenses incurred as a direct or indirect result of the performance of the Services.

(b) Taxes. Unless otherwise stated in an Order Document, the Fees shall cover and include all goods and services tax, harmonized sales tax, provincial or state sales tax, service, use and excise taxes, and any other similar taxes, duties, or charges of any kind imposed by any federal, state, provincial, territorial, or local entity or regulatory authority on amounts payable by lululemon under the Agreement. In no event shall lululemon pay or be responsible for any taxes, deductions, or remittances imposed on, or with respect to, Vendor's income, revenues, gross receipts, personnel, real or personal property, or other assets.

(c) Invoices. Each invoice submitted to lululemon by Vendor shall detail the nature of the Services performed, the Fees payable, and the basis on which the calculation of the Fees has been made. In no event shall Vendor invoice lululemon for more than the Maximum Total Fees/Hours (as defined in the Order Document) permitted to be invoiced for a particular period or for the entire Term without the prior written authorization of lululemon. Vendor shall, at lululemon's request and at no cost to lululemon, use lululemon’s invoicing system, as further detailed at https://info.lululemon.com/help/vendor-onboarding. Unless otherwise indicated in the Order Document, lululemon shall pay undisputed Fees due to Vendor within sixty (60) days after receipt of a properly submitted invoice. If Vendor fails to invoice lululemon for any amount within ninety (90) days after the month in which the respective Services are rendered, Vendor shall waive, and hereby waives, any right it may otherwise have to invoice for and collect such amount.

(d) Reimbursement of Pre-Approved Expenses. To be eligible for reimbursement, Vendor must submit each Pre-Approved Expense invoice within thirty (30) days after such Pre-Approved Expense is incurred. Pre-Approved Expenses must be actual, documented, and reasonable. Each invoice must be accompanied by the appropriate receipts and be in accordance with applicable lululemon policies, including lulemon’s Global Travel and Expense Policy. lululemon shall reimburse such Pre-Approved Expenses within sixty (60) days after receipt by lululemon of properly submitted invoices and receipts. lululemon shall have no obligation to reimburse Vendor for any Pre-Approved Expense that is not submitted to lululemon in accordance with this Section.

(e) Withholdings. If lululemon is required by Applicable Law to make any deductions or withholdings from payments to Vendor (“Withholding Amounts”), lululemon is entitled to deduct, withhold, and remit the Withholding Amounts from each payment to be made by lululemon to Vendor hereunder as required by Applicable Law. lululemon shall provide Vendor with documentation evidencing such deduction or withholding as required by Applicable Law, and each Withholding Amount shall be deemed to have been paid to Vendor on the due date of the related amount payable. Vendor shall be solely responsible for claiming any refund or applicable tax credits related to such Withholding Amounts.

(f) Right to Offset. Without prejudice to any other right or remedy it may have, lululemon reserves the right to offset, at any time, any amount owing to it by Vendor against any amount payable by it to Vendor under the Agreement.

(g) Invoicing Company Affiliates. Notwithstanding anything to the contrary in the Agreement, each invoice in connection with the Agreement must be submitted to the applicable Company Affiliate that is receiving Services from the Vendor. All other terms and conditions with respect to invoicing and payment will remain unchanged.

7. INDEPENDENT CONTRACTOR STATUS AND SUBCONTRACTING

(a) Nature of Relationship. The relationship between lululemon and Vendor is one of independent contractors. Nothing in the Agreement creates any employment, joint venture, agency, or partnership between the Parties. Neither Party, nor its agents, employees or other representatives, shall under any circumstances have authority to act for or bind the other Party in any way, nor be responsible for the actions, contracts, debts, or liabilities of the other Party by virtue of the Agreement.

(b) Vendor Employees.

(i) For certainty, Employees and any other persons furnished by Vendor to fulfil its obligations under the Agreement are not employees of lululemon and shall not be entitled to receive from lululemon any benefits whatsoever. Vendor agrees, and shall ensure such individuals acknowledge and agree, that they are not entitled to the rights and benefits afforded to lululemon’s employees, including, but not limited to, participation in any of lululemon’s group insurance plans, vacation pay, overtime pay, termination pay, or severance pay.

(ii) Vendor is solely responsible and liable for all Employees and any other persons performing Vendor’s obligations under the Agreement, including paying compensation to such individuals and, if applicable, termination or severance payments or entitlements and statutory withholdings and deductions, such as income tax, federal pension plans, employment insurance, workers' compensation premiums, and other payroll taxes. Notwithstanding any other provision in the Agreement, if a competent government authority should assert that lululemon is responsible for making any source deductions or other payments for Vendor, lululemon shall be entitled to start making such source deductions. Unless the Parties agree otherwise at such time, lululemon shall also be entitled to deduct an amount equal to any source deduction or retroactive assessment, together with any costs, penalties, and expenses (including reasonable legal fees) incurred by lululemon related to such assertions or deductions, from any amounts then payable by lululemon to Vendor under the Agreement. Further, Vendor shall indemnify lululemon from and against any order, penalty, interest, taxes, or contributions that may be assessed against lululemon due to the failure or delay of lululemon to make any such withholdings, remittances, or registration, or to file any information required by any law, and shall be solely responsible for the payment of unemployment insurance contributions and all similar taxes.

(c) Subcontracting. Vendor shall not subcontract or purport to subcontract any of Vendor’s obligations under the Agreement without obtaining lululemon’s prior written consent. Vendor shall provide lululemon with the names, locations, and other relevant details of any subcontractors that Vendor proposes to use in connection with its obligations under the Agreement. The initial list of approved subcontractors will be set forth in the applicable Order Document. Regardless of any subcontract to which lululemon provides its consent, Vendor will (i) remain responsible for obligations under the Agreement performed by subcontractors to the same extent as if such obligations were performed by Vendor, including the obligations with respect to Confidential Information; (ii) remain lululemon’s primary point of contact with respect to the subject matter of the Agreement; and (iii) require all of its subcontractors to comply with the Agreement and shall implement reasonable measures to ensure compliance with the Agreement by any such subcontractors. If consent is given for a subcontract on any particular occasion, it shall still be required for all subsequent subcontracts.

8. REPRESENTATIONS AND WARRANTIES

(a) Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:

(i) it is formed validly, existing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation or formation;

(ii) it has the power and authority enter into the Agreement, to grant the rights and licenses granted herein and to perform its obligations hereunder;

(iii) the acceptance of the Agreement by its representative whose signature is set forth on the applicable Order Document has been duly authorized by all necessary corporate action of the Party; and

(iv) when the applicable Order Document is executed and delivered by such Party, the Agreement shall constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

(b) Vendor Representations and Warranties. Vendor represents, warrants and covenants to lululemon that:

(i) it is in compliance with, and shall perform the Services in compliance with, all Applicable Laws;

(ii) it shall ensure that Employees comply with any applicable policies and requirements of lululemon provided to Vendor or Employees;

(iii) it has obtained and shall maintain all licenses, authorizations, approvals, consents, or permits required by Applicable Law to conduct its business generally and to exercise its rights and perform its obligations under the Agreement;

(iv) it has all necessary rights to grant to lululemon the rights and permissions granted pursuant to the Agreement;

(v) if applicable, it has the absolute right to make the assignments of the right, title, and interest in and to the Deliverables contemplated in the Agreement, and lululemon shall receive good and valid title to all Deliverables, free and clear of all encumbrances, security interests, and liens of any kind;

(vi) (A) it shall not infringe upon the Intellectual Property Rights of lululemon or any third party; (B) none of the Services, Deliverables, and/or lululemon’s use thereof infringe or shall infringe any Intellectual Property Right of any third party, provided lululemon uses such Services or Deliverables as contemplated in the Agreement; and (C) as of the date hereof, there are no pending or, to Vendor’s knowledge, threatened claims, litigation, or other proceedings pending against Vendor, by any third party based on an alleged violation of Intellectual Property Rights;

(vii) the Services and Deliverables shall be in conformity in all respects with all requirements or specifications stated in the Agreement, including the applicable Order Document;

(viii) any Deliverable supplied under the Agreement shall have no material inherent defects and, at the time of its delivery and for any Warranty Period as defined in the applicable Order Document, shall conform to and operate in accordance with its specifications, including all specifications for any Deliverable attached to the Agreement or otherwise provided to Vendor by lululemon and all specifications for any Deliverable generated by Vendor and approved by lululemon;

(ix) it and its Employees are legally authorized to work and have secured all required work authorizations, permits, or visas as may be required by Applicable Law in the location where the Services are provided;

(x) the performance of the Agreement shall not breach any other agreement entered into by Vendor or its Employees;

(xi) it has not brought to lululemon, and shall not use in the performance of the Services, any confidential material or documents of any former customer or employer of Vendor or Employee, or of any other third party, unless Vendor or the Employee has received prior written authorization to do so from lululemon and from the owner of the confidential material or documents;

(xii) it will maintain a comprehensive written information security program, including appropriate physical, technical, and organizational measures consisting of, at minimum, lululemon’s Minimum Security Standards; and

(xiii) it has, prior to executing the Agreement, identified to lululemon, in writing, all licenses or sub‑licenses of third party software and all additional materials and information that lululemon shall require to effectively use the Deliverables, and Vendor shall not, without lululemon’s prior written authorization, do anything that may change such requirements.

9. INDEMNITIES

(a) Vendor Indemnity. Vendor agrees to defend, indemnify, and hold harmless the Company, its Affiliates, and its and their respective officers, directors, members, shareholders, employees, agents, representatives, assigns, and successors (its “Representatives”), from, and on demand reimburse the Company, its Affiliates and their respective Representatives, for any and all third party claims, damages, obligations, losses, liabilities, regulatory fines, penalties, costs, debt, and/or expenses (including reasonable attorneys’ fees and other costs of defense) arising from, out of, or incurred in connection with, or related to any and all suits, claims, demands or proceedings whatsoever (i) arising out of or alleged to have arisen from a material breach of any of the representations, warranties, covenants or obligations of Vendor under the Agreement; (ii) for death, illness, personal injury, or property damage, both in law and equity, arising out or resulting in any way from the Services or Deliverables; (iii) for any act of negligence, fraud, or willful misconduct of Vendor, its agents, Employees, or subcontractors; or (iv) for any actual or alleged infringement of any Intellectual Property Right of a third party in connection with the Services or Deliverables. This paragraph shall survive the expiration or earlier termination of the Agreement.

(b) lululemon Indemnity. Company agrees to defend, indemnify, and hold harmless Vendor and its Representatives from and against any third-party claims, demands, proceedings, investigation, suits or actions based on lululemon Data infringing the Intellectual Property Rights of a third party, provided that such data is used in accordance with lululemon instructions and Vendor has not used such data for any purpose other than provision of the Services and/or Deliverables as contemplated in an applicable Order Document.

(c) Notice of Claims. The indemnified Party agrees to give the indemnifying Party prompt written notice of any claim subject to indemnification; provided, however, that failure to promptly notify the indemnifying Party will not affect the indemnifying Party’s obligations hereunder except to the extent such delay prejudices the indemnifying Party’s ability to defend such claim. The indemnifying Party will have the right to defend against any such claim with counsel of its own choosing and to settle such claim as the indemnifying Party deems appropriate, provided that the indemnifying Party will not enter into any settlement without the indemnified Party’s prior written consent unless such settlement (i) includes an unconditional release of the indemnified Party from all liability arising out of such claim (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified party and (iii) does not contain any equitable order, judgement, or term (other than the fact of payment or the amount of such payment) that in any manner affects, restrains, or interferes with the business of the indemnified Party. The indemnified Party agrees to reasonably cooperate with the indemnifying Party’s defense and settlement of any such claim, at the indemnifying Party’s expense.

10. LIMITATION ON LIABILITY

(a) Limitation. EXCEPT FOR LIABILITY ARISING FROM THE EXCLUDED LIABILITIES (BELOW), IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOSS OF REVENUE OR PROFIT (WHETHER DIRECT OR INDIRECT), OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE OR WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING FROM THE EXCLUDED LIABILITIES (BELOW), IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY TO THE OTHER PARTY FOR ANY CLAIM ARISING UNDER THE AGREEMENT EXCEED THE GREATER OF (i) THREE TIMES (3x) THE TOTAL AMOUNTS PAID AND OWING BY LULULEMON TO VENDOR UNDER THE AGREEMENT OR (ii) ONE MILLION DOLLARS (USD $1,000,000).

(b) Excluded Liabilities. The foregoing exclusions and limitations shall not apply to:

(i) a Party’s obligations set forth in the Data Privacy Addendum, if in effect between the Parties;

(ii) damages or other liabilities arising out of or relating to Vendor’s failure to comply with its confidentiality obligations;

(iii) a Party's indemnification obligations set forth herein;

(iv) damages or other liabilities arising out of or relating to a Party's gross negligence, wilful misconduct or fraud;

(v) death or bodily injury or damage to real or tangible personal property resulting from a Party's negligent acts or omissions;

(vi) Vendor’s infringement or misappropriation of lululemon IP; and

(vii) those damages or liabilities which cannot be excluded or limited at law.

11. INSURANCE

(a) Insurance Coverage. In addition to any other coverage specified in the Order Document, at all times during the Term, Vendor shall procure and maintain, at its sole cost and expense, at least the following types and amounts of insurance coverage:

(i) Workers Compensation and Employers Liability insurance in accordance with the statutory minimum requirements, but no less than $1,000,000 per accident;

(ii) Commercial General Liability insurance with a limit no less than $5,000,000 per occurrence and in the aggregate. Coverages must include Third-Party Bodily Injury, Property Damage, Personal and Advertising Injury, Contractual Liability, Products and Completed Operations, and any other risks associated with the production. The policy limits can be obtained through primary and excess policies (e.g., an umbrella policy). lululemon athletica inc. and its Affiliates must be included as an additional insured, but only with respect to liability arising from the named insured. A waiver of subrogation must be included in favor of the additional insureds;

(iii) Automobile Liability insurance for all owned, hired, or non-owned automobiles with a limit no less than $2,000,000 per accident, if applicable;

(iv) Professional and/or Tech Errors and Omissions insurance in an amount no less than $2,000,000 per claim, insuring its liability resulting from errors or omissions in the performance of its professional services under the Agreement, if applicable;

(v) Cyber Liability, Network Security, and Extortion insurance in an amount no less than $5,000,000 per claim; for liability resulting from data or privacy breach, failure to protect confidential information from disclosure, or cyber terrorism or cyber extortion, solely or partly due to the unauthorized use of or access to lululemon’s electronic systems, hardware, or software, including where that software is licensed to lululemon; covering costs including, but not limited to, those related to crisis management, replacement, restoration or re-creation of digital assets, privacy breach notification, credit monitoring, and loss resulting from identity theft, if applicable. The policy shall also include coverage for all increased costs or labour incurred by lululemon to recover from and respond to the theft or loss of, or unauthorized disclosure or access to, lululemon data, and all damages resulting from such incidents, including fines and penalties imposed upon lululemon. Coverage shall be maintained for the period in which Vendor (or its subcontractors) maintains, possesses, stores, or has access to lululemon Data, or for a period of two (2) years following the termination of the Agreement, whichever is longer; and

(b) Insurance Policies. During the Term, Vendor shall ensure that said policies shall: (i) be taken out by Vendor at its sole cost, with a reputable insurance company, and coverage shall be evidenced by a certificate of insurance provided prior to commencement of the Term; and (ii) be endorsed to provide that no insurance policy shall be cancelled or changed mid-term without thirty (30) days’ prior written notice to lululemon.

12. TERM AND TERMINATION

(a) Term. The term of the Agreement shall commence upon the earlier of: (i), if applicable, the effective date set forth in the Order Document, or (ii) the date the Services commence and shall remain in effect until the earlier of: (x) the expiry date set forth in the Order Document, if any, (y) the date Services have concluded, or (z) the date the Agreement is terminated in accordance with these Terms (the “Term”).

(b) Termination for Convenience. lululemon may, at any time and without cause, terminate an Order Document subject to these Terms by giving Vendor at least sixty (60) days’ prior written notice without incurring any additional obligation, liability, or penalty of any kind. For the avoidance of doubt, unless stated explicitly in a termination notice delivered by lululemon:

(i) the termination of a Statement of Work subject to these Terms automatically terminates the Agreement and any other Order Document issued pursuant to such Statement of Work; and

(ii) the termination of an Order Document other than a Statement of Work subject to these Terms does not automatically terminate the Agreement, the Statement of Work or any other Order Documents issued by lululemon.

(c) Termination for Cause. Either Party may terminate the Agreement immediately upon written notice to the other Party if the other Party:

(i) breaches any material term or condition of the Agreement and (A) such breach is incurable as determined by the non-breaching Party in its reasonable discretion; or (B) such breach is curable and is not cured within thirty (30) days of receiving notice of such breach; and/or

(ii) (A) terminates or suspends its business; (B) becomes subject to any bankruptcy or insolvency proceeding under Applicable Law; (C) becomes insolvent or becomes subject to direct control by a trustee, receiver, or similar authority; or (D) has wound up its business or is liquidated, voluntarily or otherwise.

(d) Effects of Termination. Upon the expiration or termination of the Agreement, except as expressly otherwise provided in the Agreement:

(i) Vendor shall (A) promptly deliver to lululemon all Deliverables (whether complete or incomplete) for which lululemon has paid; (B) provide reasonable cooperation and assistance to lululemon in transitioning the Services to an alternate Vendor, if applicable; (C) on a pro rata basis, repay all Fees and Pre-Approved Expenses paid in advance for any applicable Services or Deliverables which have not been provided prior to the effective date of termination; and (D) return any equipment, materials, and property furnished by lululemon to Vendor in the same condition in which they were furnished by lululemon, reasonable wear and tear excepted.

(ii) Vendor shall, in connection with the Services and Deliverables so terminated: (A) return to lululemon all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on lululemon’s Confidential Information; (B) permanently erase all of lululemon’s Confidential Information from its computer systems; and (C) certify in writing to lululemon that it has complied with the requirements of this Section. Notwithstanding the foregoing, Vendor may retain a single copy of lululemon Confidential Information if: (I) retained in connection with Vendor’s standard backup systems; or (II) legally required for Vendor’s audit or compliance requirements.

(iii) In no event shall lululemon be liable for any Vendor Employee termination costs arising from the expiration or termination of the Agreement.

(e) Payment Upon Termination for Convenience. If lululemon terminates the Agreement for convenience, lululemon shall pay Vendor for Services performed up to the effective date of termination. If the Fees for Services under the Agreement are based on Vendor achieving identified milestones, lululemon shall pay Vendor up to and including the last milestone achieved prior to the effective date of termination. Should Vendor have provided Services in contribution to the next milestone at the time of termination, lululemon shall pay to Vendor the hourly rate specified in the Order Document multiplied by the number of hours of Services that, as demonstrated by Vendor to lululemon’s satisfaction, were performed between the date the last milestone was achieved and the effective date of termination.

(f) Payment Upon Termination for Cause. If lululemon terminates the Agreement for cause, it shall pay to Vendor any amount earned for Services rendered up to the effective date of termination, provided that if the Fees for Services are based on identified milestones being achieved, lululemon shall pay Vendor only for those milestones achieved to the satisfaction of lululemon prior to the effective date of termination, and lululemon shall not be liable to pay to Vendor any additional compensation.

13. CONFIDENTIALITY AND PERSONAL DATA

(a) Confidential Information. Each Party acknowledges that in order for Vendor to perform the Services, Discloser may disclose, or provide Recipient access to, Confidential Information. Each Party further acknowledges that such information is of significant value to the Discloser.

(b) Exclusions. The nondisclosure obligations of Recipient under the Agreement shall not apply to Confidential Information that Recipient can establish:

(i) is, or becomes, readily available to the public other than through a breach of the Agreement;

(ii) is disclosed to Recipient by a third party, lawfully and not in breach of any contractual or other legal obligation of such third party; or

(iii) through written records, was known to Recipient prior to the date of first disclosure of the Confidential Information to Recipient by Discloser.

(c) Ownership of Confidential Information. Confidential Information is and shall be the sole and exclusive property of Discloser or its designate, and Recipient, unless otherwise contemplated herein or in an applicable Order Document, shall not acquire any right, title, or interest in or to any Confidential Information.

(d) Disclosure. Each Party shall keep all Confidential Information strictly confidential and shall take all necessary precautions against unauthorized disclosure of the Confidential Information during the Term and thereafter until such information is no longer considered Confidential Information as determined by Discloser or in accordance with the Agreement. Without limitation, Vendor shall not, and shall take all reasonable steps to ensure Employees do not, directly or indirectly, disclose, allow access to, transmit, or transfer the Confidential Information to a third party without lululemon’s consent. Notwithstanding the foregoing, to the extent that Recipient can establish it is required by law to disclose any Confidential Information, it shall be permitted to do so, provided that notice of such requirement to disclose is first delivered to Discloser (if legally permissible), so that it may contest such potential disclosure.

(e) Use and Reproduction. Vendor shall not, and shall take all reasonable steps to ensure Employees do not, use or reproduce lululemon’s Confidential Information (including in an aggregated, anonymized form) in any manner except as reasonably required to fulfil the purposes of the Agreement. Vendor shall ensure that any such copies of lululemon’s Confidential Information are clearly marked or otherwise identified as confidential and proprietary to lululemon, and that all of lululemon’s Confidential Information and copies thereof are stored in a secure location while in Vendor’s possession, control, charge, or custody.

(f) Breach Notification. If for any reason Vendor does not comply with or anticipates that it shall be unable to comply with the confidentiality and privacy provisions of the Agreement in any respect, or if Vendor becomes aware of an actual, anticipated, or threatened breach of security of or misuse of any of lululemon’s Confidential Information (an “Incident”), Vendor shall promptly, and in any event within seventy-two (72) hours of becoming aware of an Incident, notify lululemon of the particulars of the Incident and the steps it proposes to take to prevent the occurrence or recurrence of any further Incident.

(g) Information Regarding Agreement. Vendor shall not, without the prior written consent of lululemon, disclose or advertise in any manner the nature of the Services performed under the Agreement or the fact it has entered into the Agreement with lululemon.

(h) Personal Data. Vendor shall (i) collect, use, disclose, retain, or otherwise process Personal Data only as required to fulfil its obligations hereunder; and (ii) take appropriate measures to ensure the protection of all Personal Data in accordance with Applicable Law, lululemon’s Minimum Security Standards and the Data Privacy Addendum, if applicable.

(i) Equitable Relief. Vendor acknowledges that a breach of its confidentiality obligations, including those related to the protection of lululemon Data or lululemon’s Intellectual Property Rights, may cause lululemon irreparable damages, for which an award of monetary damages would not be adequate compensation. Vendor agrees that, in the event of such breach or threatened breach, lululemon shall be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which lululemon may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in the Agreement to the contrary.

14. INTELLECTUAL PROPERTY

(a) Ownership of Deliverables. Subject to Vendor’s rights in Vendor Property, lululemon is, and shall be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, including all Intellectual Property Rights therein. Vendor hereby irrevocably assigns, and shall cause its Employees, subcontractors, and agents to irrevocably assign to lululemon, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. Vendor shall cause its Employees, subcontractors, and agents to irrevocably waive, to the extent permitted by Applicable Law, any and all claims such Employees and subcontractors may now or hereafter have in any jurisdiction to any moral rights with respect to the Deliverables.

(b) lululemon IP. Vendor acknowledges and agrees that lululemon owns and shall remain the owner of all lululemon IP, including any intellectual property developed during the Term, and Vendor has no interest, and shall acquire no interest, in such lululemon IP except for the right to use the lululemon IP in accordance with the Order Document solely for the purpose of performing the Services. In the event that Vendor or any of its Employees, subcontractors, or agents develops, either independently or jointly with lululemon, any design elements, production techniques, or improvements (the “Improvements”) based on any proposals, concepts, designs, or specifications provided by lululemon, such Improvements and all rights associated therewith are and shall remain the exclusive property of lululemon or its nominees, whether or not patented or copyrighted and without regard to any termination of the Agreement. Vendor hereby assigns and transfers, and shall ensure that its Employees, subcontractors, or agents assign and transfer to lululemon all of its right, title, and interest in and to any Improvements, effective upon creation thereof, and waive any moral rights therein. If for any reason the Agreement does not qualify as an assignment of all of Vendor’s rights, or all of the rights of its Employees, subcontractors or agents, in and to any Improvements, Vendor agrees to assign, and to ensure that its Employees, subcontractors, or agents assign, such rights to lululemon.

(c) Disclosure. Vendor agrees to make full and prompt disclosure of all Deliverables and Improvements to lululemon.

(d) Further Acts. Upon the request of lululemon, Vendor shall, and shall cause Employees to, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist lululemon to prosecute, register, perfect, or record its Intellectual Property Rights in or to any Deliverables or Improvements. Vendor shall not receive any consideration or royalties in respect of such transfer of ownership beyond the Fees, provided that the expense of obtaining or enforcing intellectual property protection shall be borne by lululemon.

(e) License for Vendor’s Property. Vendor is, and shall remain, the sole and exclusive owner of all right, title, and interest in and to Vendor’s Property, including all Intellectual Property Rights therein. Vendor hereby grants lululemon a limited, irrevocable, perpetual, fully paid-up, royalty-free, non-transferable, non-sublicensable, worldwide license to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell, and otherwise exploit any of Vendor’s Property to the extent reasonably required in connection with lululemon's receipt or use of the Services and Deliverables.

15. DISPUTE RESOLUTION

(a) Dispute. The Parties shall use reasonable efforts to resolve any dispute, claim, controversy, or question arising out of or relating to the Agreement or the breach thereof (a “Dispute”), including escalating discussions to the appropriate level of management, prior to exercising any remedies and before commencing any proceedings against the other Party. While any Dispute is pending, the Parties shall continue to perform, without delay, their obligations under the Agreement. For greater certainty, pending resolution of a Dispute, no delay shall occur in the performance of the Services by Vendor.

(b) Notice of Dispute. If a Dispute arises, either Party may initiate the dispute resolution procedure by giving a notice of the Dispute to the other Party (the “Notice of Dispute”). The Notice of Dispute shall contain a brief statement of the nature of the Dispute, set out the relief requested, and request that the dispute resolution procedure be commenced.

(c) Negotiations. Upon the submission of a Notice of Dispute pursuant to this Section, each of the Parties shall refer the Dispute to a designated senior manager with the authority to negotiate a settlement of the Dispute for that Party (the “Senior Manager”). The Senior Managers shall attempt to resolve the Dispute within fifteen (15) days from the date on which the Notice of Dispute was issued, or such longer period as the Senior Managers may otherwise agree. If the Senior Managers unanimously agree upon a resolution of the Dispute, such resolution shall be memorialized in a written settlement agreement mutually acceptable to the Parties and shall be binding on the Parties.

(d) Mediation. If a Dispute is not resolved by Senior Managers within fifteen (15) days from receipt of a Notice of Dispute (or such longer period as the Senior Managers may otherwise agree in writing), the Dispute must, at the request of either Party, be submitted to a third party mediator which the Parties agree to use. If, further to the mediation, the Parties agree upon a resolution of the Dispute, such resolution shall be memorialized in a written settlement agreement mutually acceptable to the Parties and shall be binding on the Parties.

(e) Litigation. If a Dispute is not resolved by mediation within thirty (30) days of the commencement of mediation, the Dispute may, at the request of either Party, be submitted to courts of Vancouver, British Columbia or to any other form of dispute resolution which the Parties may agree to use. The courts of Vancouver, British Columbia shall have non-exclusive jurisdiction to hear any matter arising in connection with the Agreement.

16. NOTICES

(a) Address for Notice. All notices, requests, consents, claims, demands, waivers, and other communications under the Agreement (each, a "Notice") must be in writing and addressed to the other Party at its address set forth below (or to such other address that either Party may designate from time to time):

to the Company at:

1818 Cornwall Avenue

Vancouver, British Columbia

V6J 1C7

Attention: Legal Department

Email: legalnotices@lululemon.com

to Vendor at the mailing or email address set forth in an Order Document.

(b) Delivery. Notices sent in accordance with this Section shall be deemed effectively given (a) when received, if delivered by hand; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email, if sent during the addressee's normal business hours, or on the next business day if sent after the addressee's normal business hours; and (d) on the third (3rd) day after the date mailed by certified or registered mail, signature required, postage prepaid.

17. MISCELLANEOUS

(a) Force Majeure. Any delay or failure of either Party to perform its obligations under the Agreement shall be excused to the extent that such delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence, and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable, which events may include, without limitation, acts of terrorism or sabotage, war (whether or not declared), riots, insurrection or other acts of armed hostility, severe weather conditions such as fire, flood, earthquake, or storm, pandemic, endemic, or other global health emergency, or any other Act of God or any other force majeure events or other cause beyond a Party’s control (each, a "Force Majeure Event"). The Party affected by such Force Majeure Event (the “Affected Party”) shall immediately, upon the alleged Force Majeure Event occurring, provide written notice to the other Party (the “Unaffected Party”) specifying the nature, cause, and likely duration thereof. If such notice is not provided, any potential claim regarding a Force Majeure Event shall be deemed to have been waived. The Affected Party shall use commercially reasonable efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Affected Party shall resume the performance of its obligations as soon as possible after the removal of the cause. If a Force Majeure Event continues for a period exceeding sixty (60) days, the Unaffected Party may terminate the Agreement immediately upon written notice to the Affected Party, in which case Vendor will promptly refund to lululemon any amounts prepaid for the portion of the applicable Agreement so terminated. Notwithstanding the foregoing, Vendor’s financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes shall not excuse performance by Vendor under this Section.

(b) Publicity. Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to the Agreement, or otherwise use the other Party's trademarks, service marks, trade names, logos, symbols, or brand names, in each case, without the prior written consent of the other Party.

(c) lululemon Code of Business Conduct and Ethics. Vendor agrees that it has read and shall comply with lululemon’s Global Code of Business Conduct and Ethics located https://corporate.lululemon.com/investors/corporate-governance/governance-documents, as amended from time to time.

(d) Vendor Code of Ethics. Vendor acknowledges and agrees that it has reviewed lululemon’s Vendor Code of Ethics (“VCOE”) located at https://corporate.lululemon.com/our-impact/our-people/people-who-make-our-products/vendor-code-of-ethics, as amended from time to time. Vendor understands the VCOE and shall comply with its terms and any amendments thereto. Vendor shall require all of its subcontractors, agents, and Employees involved in the provision of the Services comply with the VCOE.

(e) Gifts. Vendor shall not give lululemon employees or agents any gift or payment that may be construed as or indicate an intent to influence improperly the employee or agent or the business relationship between lululemon and Vendor or vendors, customers, competitors, or any other outside party. Business entertainment must be reasonable and appropriate. Cash payments in any amount are strictly prohibited. Gifts from Vendor to any lululemon employees or agents must not exceed $250 USD in aggregate in any given year.

(f) Anti-Bribery. Vendor shall comply with all anti-corruption and anti-bribery legislation, including, but not limited to, the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act (USA), and the Bribery Act (UK). Vendor shall designate an officer to be responsible for compliance with all such legislation and, upon the request of lululemon, shall certify compliance with such legislation.

(g) Audit. Vendor shall, at all times during the Term and for a period of three (3) years after the completion of the Agreement, maintain records, together with supporting or underlying documents and materials that demonstrate compliance with the Agreement, including proper billing of Fees for the Services. Vendor shall, at any time requested by lululemon, whether during or after completion of the Agreement, with at least five (5) days’ notice and at Vendor’s own expense, make such records available for inspection and audit (including copies and extracts of records as required) by lululemon. lululemon maintains the right to offset against any amounts payable to Vendor and may elect to charge interest on any overpayments.

(h) Time of Essence. Vendor acknowledges that time is of the essence with respect to Vendor's obligations hereunder and that prompt and timely performance of all such obligations, including all timetables, project milestones, and other requirements in the Agreement including each Order Document, is strictly required.

(i) Assignment. Neither Party shall assign all or any part of the Agreement without the prior written consent of the other Party, except that the Company may assign all or any part of the Agreement to an Affiliate without the consent of Vendor. Any assignment in violation of the foregoing shall be null and void.

(j) Remedies. The rights and remedies provided to lululemon herein shall be cumulative and in addition to any other rights and remedies available to it by law or in equity.

(k) Interpretation. Whenever the words “include”, “includes”, or “including” are used in the Agreement, they shall be deemed to be followed by the words “without limitation”. Words denoting the singular have a comparable meaning when used in the plural, and vice-versa. The headings in the Agreement are for convenience and reference only and do not form a part of the Agreement and are not intended to interpret, define, or limit the scope, extent, or intent of the Agreement or any provisions hereof.

(l) Language. The Parties acknowledge that they have requested that the Agreement and all notices and other documents hereto be drawn up in the English language. Les parties aux présentes confirment que cést leur volenté que la présente convention de même que tous les documents, y compris les avis, s'y rattachant, soieut redigés en anglais seulement.

(m) Governing Law. The Agreement, and all matters arising out of or relating to the Agreement, shall be governed by and interpreted in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule.

(n) Waiver. No waiver by lululemon of a breach or omission by Vendor under the Agreement shall be binding on lululemon unless it is expressly made in writing and signed by lululemon. Any waiver by lululemon of a particular breach or omission by Vendor shall not affect or impair the rights of lululemon in respect of any subsequent breach or omission of the same or different kind.

(o) Severability. If any one or more of the provisions of the Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from the Agreement, in which event the Agreement shall be construed as if such provision had never been contained herein.

(p) Survival. Any terms of the Agreement which, expressly or by their nature, extend beyond the termination of the Agreement, shall survive any expiration or termination of the Agreement.

general

guidelines and scope

This policy applies to all suppliers of lululemon who are required to incur travel expenses in their performance of services for lululemon. Suppliers must obtain approval from lululemon prior to incurring any travel expenses or making arrangements to travel.

We expect suppliers to embrace our core values, act with integrity, and represent the company’s best interests, including while traveling on business and submitting timely expense reports.

All suppliers are expected to comply with this policy. lululemon will not tolerate unethical practices of any kind, including any attempts to use this policy to secure a personal benefit at the company's expense.

expense reporting

expense reporting & documentation

lululemon has the right to refuse to pay any submitted expense claim that does not meet the guidelines outlined in this policy.

receipts

Suppliers may only seek reimbursement for legitimate business expenses. Reimbursement for personal expenses is not permitted. Suppliers must retain itemized original receipts for all expenses over $50 USD. All expenses must include details on the description, expense date, and names of persons included in the expense submission. Hotel bills must be itemized to differentiate among room charges, meals, and parking, as per the above.

travel arrangements

advance reservations

All reservations should be made as soon as the need for travel is known to take advantage of the least expensive, advance-purchase, discounted fares.

air travel

required class of service

Suppliers may book the following class of service based on flight duration:

Flight time does not include connection or layover time and is measured as actual non-stop time spent in flight, as noted on the airline ticket.

All suppliers are expected to book the Lowest Logical Fare (LLF). “Lowest Logical Fare” means the lowest priced airline, within two (2) hours of required departure/arrival time, with no more than one (1) connecting flight.

Flights must be booked as far in advance of the trip as possible.

Accommodation

nightly rate limits

Standard nightly room rates apply for most destinations. However, some cities have been flagged as exception cities, and a higher nightly rate limit applies. For example, if you are a supplier travelling to Manchester, UK, the nightly hotel rate limit would be $275 USD. However, if a supplier is travelling to London, UK, the nightly rate limit would be $385 USD (before taxes and fees).

*Atlanta, Boston, Chicago, Dubai, Hong Kong, Honolulu, Jeddah, Los Angeles, London, Madrid, New York, Paris, Qatar, Riyadh, San Francisco, Seattle, Tokyo, and Washington DC

room guidelines

Suppliers should accept the lowest available room rate based on the most appropriate accommodation level. If a standard room category is unavailable, an alternate preferred hotel in the same price range should be selected before an upgraded room category.

hotel cancellations

Cancellations should be made by either calling the hotel or travel booking agency immediately. If a supplier cancels a hotel reservation, the supplier must do so by the deadline established by the hotel, which is listed on the supplier’s reservation confirmation. ‘No-show’ fees and late cancellation fees are not reimbursable.

ground transportation

car rental eligibility & booking

Suppliers may only rent a car while traveling on business if renting a car (including fuel and parking) is more cost-effective than other forms of travel, such as taxis, car sharing services, airport limousines, airport shuttles, or rail.

rental car categories

Supplier must select rental car categories based on the number of people in the supplier’s group. If a group from the supplier is traveling together, a rental car must be shared. Please use the most economical vehicle option for the number of people in the supplier’s group, using the guidance below.

picking up and returning rental cars

Suppliers should inspect the rental car for damages prior to renting and note any damages with the rental agency.

Suppliers should make every reasonable effort to return rental cars on time and to the original rental city unless there are no drop-off charges. Return rental cars with a full tank of gas.

Suppliers are responsible for payment of all damages if they have violated the terms of the rental agreement.

cancellations

Any guaranteed reservations must be cancelled if the car is no longer needed.

taxi & ridesharing

Suppliers are permitted to use taxis and ride-sharing services. Note: Suppliers are still required to submit an expense report for ridesharing trips and are required to attach receipts as per the expense reporting requirements set out above.

personal car use

Suppliers may use their own car for business travel if it is more cost-effective than renting a car, taking a taxi, or using public transportation, but we do not encourage the frequent use of personal vehicles.

For personal car usage, the supplier will be reimbursed at the rate of $0.655 USD per mile / $0.62 CAD for any miles exceeding their regular daily round-trip commute. Please note that the $0.655 USD is the IRS standard mileage rate. For reimbursement of mileage, the supplier is required to submit supporting documentation for the distance travelled (example: the distance travelled via Google Maps).

If suppliers drive their own car, they must carry appropriate insurance, including statutory limits for uninsured/underinsured drivers. If there is a claim, the vehicle owner's insurance is the primary coverage. Personal expenses, such as accident claims (including deductibles), mechanical failures, driver license fees, and/or traffic violations are not reimbursable.

meals & entertainment

travel meals

lululemon will reimburse suppliers for the cost of meals when travelling for business, whether overnight or day travel (where travel exceeds two (2) hours each way) up to the maximum daily limit.

tipping for meals

Tips included on meal receipts will be reimbursed. Any tips considered excessive will not be reimbursed. As a general rule, tips should be no more than 15-20% of the bill, excluding sales tax, and within the customary range for the country/region.

reimbursable vs. non-reimbursable expenses

Below, suppliers will find a list of additional reimbursable and non-reimbursable travel expenses. This list is not exhaustive.

Travel expenses that are incurred and do not comply with this policy, without written authorization from the department’s budget holder, will not be reimbursed.

reimbursable expenses

air

• In-flight Wi-Fi for business purposes

• One checked-bag fee (additional baggage is allowed if required for business purposes)

hotel

• Porter tips ($1/per bag)

• Internet connection when not included in the room rate

• Hotel health club fees when not included in the room rate

• In-room safe for secure storage of travel documents and electronic devices

• Room service (as long as within allowable daily meal guidelines)

et cetera

• Restaurant tips (no more than 15-20% of bill, excluding tax)

• Laundry service when traveling on company business for more than five (5) consecutive days

• Toll road fees

non-reimbursable expenses

• ATM fees

• Frequent guest/club membership fees for airline, hotels, and auto rental agencies

• In-room mini bar charges

• Long distance in-room calling

• Charges for failing to cancel reservations

• Rental car upgrades

• Traffic/parking violations and tickets

• Expenses during personal travel

• Traffic violations and fines associated with a rental car or personal car

• Repairs due to accidents

• Routine maintenance, tune-ups and car washes

• Lost or stolen personal property while on company business

• Airline lounge passes

• In-room movies, regardless of length of stay

• Miscellaneous expenses, such as souvenirs, tours and personal incidentals and gifts

• Personal publications and newspapers purchased while traveling

• Laundry/dry cleaning for trips less than five (5) business days

• Dependent care and pet care while traveling on business

• Hair salons and barbers

• TSA Pre-check, Nexus, CLEAR, etc.

• Airline, rental car, and hotel upgrades

• Personal property or accident insurance

• Country club fees and association dues

• Personal car insurance

• Spa services

• Tipping in excess of 20% gratuity

• Credit card membership/awards fee

GENERAL PURPOSE & APPLICABILITY

Vendor provides Services, as set forth in the Agreement that may access, create, use, process and/or store lululemon Data or connect to lululemon’s systems, applications, platforms, networks, or infrastructure (collectively, “lululemon Infrastructure”). The purpose of these Minimum Security Standards (the “MSS”) is to set forth the terms, conditions, and requirements necessary to minimize cybersecurity and other risks to lululemon Data and lululemon Infrastructure in connection the Services and to prevent the substantial risks they are designed to address. This MSS is intended to set a minimum level of information protection standards and commitments which no Agreement can fall beneath.

Vendor shall be solely responsible for the information technology infrastructure, including all computers, software, databases, electronic systems (including database management systems), and networks used by or for Vendor to access lululemon Infrastructure (or otherwise used in connection with the Services) or Process lululemon Data (“Vendor Systems”), and aim to prevent any unauthorized access to lululemon Infrastructure and/or lululemon Data through Vendor Systems.

Any failure by Vendor to meet the applicable requirements of this MSS may be considered a breach of the Agreement for which lululemon, at its discretion, may initiate discussions for corrective action or, depending on the level of risk, terminate the Agreement.

1. DEFINITIONS

Capitalized terms not defined below shall retain the meaning ascribed in the Agreement and its appendices.

(a) “Information Security Incident” or "Incident" means any known or reasonably suspected, unauthorized access to, acquisition of, or use, disclosure, or other Processing of lululemon Data or lululemon Infrastructure.

(b) “Malware” means computer code that is not a normal feature of the Service or any part thereof and that is designed or intended to have any of the following functions: (i) disrupting, disabling, substantially impeding the normal operation of, or providing unauthorized access to a computer system, network, software, or other device; or (ii) damaging or destroying any data file without lululemon’s consent.

(c) “Process” - means any operation or set of operations that is performed upon lululemon Data, whether or not by automated means, such as access, collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure, transmission, dissemination or otherwise making available, alignment or combination, blocking, disposal, return, or destruction.”

2. SECURITY PROGRAM

Vendor has implemented and will maintain a comprehensive information security program governing the security of Vendor Systems and the Processing of lululemon Data. At a minimum Vendor will:

(a) General. Maintain and demonstrate, as needed, commercially reasonable and industry-standard technical and organizational safeguards designed to prevent the unauthorized access, use, or disclosure of lululemon Data.

(b) Updates. Keep all aspects of Vendor Systems used to provide the Services up-to-date with latest upgrades, updates, bug fixes, etc..

(c) Malware. Use up-to-date anti-malware software to mitigate threats from all viruses, spyware, and other Malware; if Vendor detects Malware in Vendor Systems, Vendor will eliminate the Malware, mitigate any losses of operational efficiency or data.

(d) Encryption. Encrypt at rest and only use encrypted connections for the transfer of lululemon Data or access to lululemon Infrastructure consistent with then-current industry standard cryptography and hardening and configuration standards, including SANS Institute, NIST, and Center for Internet Security (CIS) recommendations.

(e) Disposal. Use procedures that, at minimum, are in accordance with industry standard recommendations, including NIST, to render lululemon Data unrecoverable prior to disposal of media (including but not limited to hard drives, flash drives, and cloud storage).

(f) Background Checks. to the extent legally permissible, conduct comprehensive background checks, including but not limited to criminal history, employment history, and reference checks on any Employees with access to lululemon Data.

(g) Access to lululemon Data. Use the principles of least privilege or minimum necessary when granting access to lululemon Data to Employees. In addition, Vendor will ensure the following minimum access controls are in place: (i) use of unique IDs for each individual with access, (ii) use system-enforced passwords in accordance industry best practices, (iii) lockout or disable accounts attempting to access after a designated number of failed access attempts, (iv) restrict access to only those that require access for purposes of the Agreement, (v) at least every 90 days remove accounts that no longer require access, and (vi) regularly review access logs for signs of malicious behavior and/or unauthorized access.

3. AUDITS

(a) Audit Rights and Compliance. lululemon will have the right at its expense, during normal business hours and with reasonable advance notice (not less than thirty (30) days, or five (5) days in the event an Incident occurs) to audit Vendor’s compliance with the terms of this MSS and the Agreement, by way of lululemon’s standard third-party provider questionnaire, via electronic communication or, if necessary, on-site at Vendor’s facilities, as to be determined by the Parties based on the nature and severity of the issue in question, and obtain access to, request a copy of, and inspect records evidencing Vendor’s compliance with the terms of this MSS and the Agreement. Vendor is not obligated to divulge any trade secrets or proprietary information of Vendor or any third party (e.g., Vendor’s subcontractors or other customers) except to the extent necessary to satisfy the purpose of the audit contemplated by this Section. lululemon agrees that with respect to any Vendor Confidential Information received in connection with such audit, lululemon, its employees, and its outside consultants and auditors will be subject to confidentiality obligations no less protective than those set forth in the Agreement, to the extent applicable.

(b) Independent, Third-Party Assessments. At least once per year at lululemon’s request, Vendor will provide to lululemon a copy of Vendor’s most recent external independent audit reports or assessments, for example any SSAE 18 (or future iterations), SOC 1, SOC 2, penetration test results, ISO certifications, or other similar audits or certifications of Vendor’s operations.

4. SECURITY INCIDENT PROCESS

(a) Incident Notice. In the event that Vendor experiences an Incident that will or has resulted in a material or newsworthy impact to lululemon, lululemon Data or lululemon Infrastructure; Vendor will immediately notify lululemon, by emailing privacyofficer@lululemon.com and technologyrisk@lululemon.com, and initiate its incident response plan, which should include procedures for detecting, responding to, and recovering from an Incident. Separately, Vendor will notify lululemon within seventy-two (72) hours if Vendor determines that the security of Vendor Systems has been breached or compromised.

(b) Liability. Vendor shall be responsible and liable for all Incidents of (a) Vendor Systems; or (b) lululemon Data or lululemon Infrastructure, to the extent such breach relates to or is attributable to Vendor, its Affiliates, its third parties and/or their respective technology infrastructure and/or personnel.

(c) Provision of Additional Information. As soon as reasonably practicable after any Incident, Vendor shall conduct a root cause analysis and, upon request, will share the results of its analysis with lululemon. Vendor will report to lululemon on the corrective action being taken in response to such Incident and will reasonably cooperate with lululemon in mitigating the effects of any lost or compromised lululemon Data.

(d) Notice Details. Vendor shall provide, to the extent known at the time, (i) the date of the Incident, (ii) a summary description of the Incident, disclosures involved in the Incident, including the nature of the information that was involved (e.g., confidential lululemon configuration information, social insurance/security numbers, CHD, date of birth, etc.), and measures to mitigate the impact of the Incident; (iii) any other information that Vendor makes available to its customers that are affected by the Incident; and (iv) the identity of the individuals affected by the Incident, to the extent such information is available to Vendor. As new information becomes available, Vendor will proactively provide additional information to lululemon.

5. DISASTER RECOVERY PLAN

Vendor will maintain and, if requested, be able to demonstrate a business continuity and disaster recovery program. At a minimum, such program will include the following elements: (i) routinely validated procedures to regularly and programmatically create retention copies of lululemon Data for the purpose of recovering lost or corrupted data; (ii) inventories, updated at minimum annually, that list all critical Vendor Systems; (iii) annual review and update of the program; and (iv) annual testing of the program designed to validate the procedures and recoverability of the service detailed therein.

6. REMOTE ACCESS

If applicable, remote access to systems on lululemon Infrastructure must be reviewed and pre-approved in writing by lululemon and must be configured to lululemon’s specified standards and configuration requirements as provided to Vendor.

7. PHYSICAL SECURITY

Vendor will demonstrate that industry-standard, physical security measures are implemented at all facilities.

8. RETURN AND DESTRUCTION OF DATA

If applicable, within a mutually agreed period, not exceeding thirty (30) days from i) lululemon’s request; ii) the expiration or termination of the Agreement or a statement of work, as applicable; or iii) when the Personal Data is no longer needed to provide the Services, Vendor will:

(a) Return all lululemon Data in its possession, including all originals, copies, reproductions, and summaries of such lululemon Data, excluding any lululemon Data necessary for any statements of work that have not expired or been terminated;

(b) Destroy or permanently erase all copies of lululemon Data in its possession, power, or control, that are present on magnetic media, optical disk, volatile memory, or other storage device, using industry-standard data destruction methods that render the data irrecoverable (excluding any lululemon Data necessary for any statements of work that have not expired or been terminated), in such a manner as ensures that such lululemon Data is rendered unrecoverable; and

(c) Provide written certification to lululemon of compliance with this Section.

If Vendor is unable to immediately delete or destroy lululemon Data in accordance with this section due to regulatory requirements, Vendor will ensure the obligations outlined in this MSS and the Agreement will continue to apply to such lululemon Data and that the lululemon Data will only be retained for as long as legally required.

These Supplemental Terms shall automatically apply to the provision of the Services and/or Deliverables provided by the Vendor to the extent applicable to the Services and/or Deliverables and shall supplement, amend, and modify the Terms and Conditions. Capitalized terms not otherwise defined or modified in the Supplemental Terms shall maintain the meaning ascribed in the Terms and Conditions.

A: Data Privacy Addendum

B: Technology Services

C: Sale of Goods

D: Service Channel Purchases

If Vendor may have access to or otherwise Processes Personal Data on behalf of lululemon, this Data Privacy Addendum (“DPA”) shall apply and is incorporated into and forms part of the Agreement.

1. ADDITIONAL DEFINITIONS

(a) “Alternative SCCs” means any standard contractual clauses approved by a Supervisory Authority outside of the European Commission, including but not limited to, those recognized under the United Kingdom’s Data Protection Act 2018 and the Swiss Federal Data Protection Act, or other national equivalents thereof, for the transfer of Personal Data to processors established in third countries.

(b) “Data Subject” means an identified or identifiable natural person or consumer.

(c) “Data Protection Laws” means any Applicable Laws that relates to data protection, privacy, security, or the Processing of Personal Data.

(d) “EU SCCs” means the standard contractual clauses for the transfer of Personal Data to processors established in third countries, as approved by the European Commission in Decision EU (2021/914) of 4 June 2021, or any subsequent set of clauses approved by the European Commission which amends, replaces or supersedes these, and/or any national equivalents thereto.

(e) “lululemon Personal Data” means any Personal Data Processed by Vendor, directly or indirectly, including through its Subprocessors, on behalf of or at the direction of lululemon in connection with the Services.

(f) “Restricted Transfer” means a transfer of Personal Data from lululemon to Vendor, between or by Vendor and a Subprocessor, or between two Subprocessors, in each case, where such transfer would be prohibited by Data Protection Laws in the absence of a valid transfer mechanism, such as the EU SCCs or Alternative SCCs.

(g) “Supervisory Authority” means a competent public authority, such as a government or law enforcement agency, established, tasked, or recognized under Data Protection Laws.

(h) “Subprocessor” means any individual or legal entity appointed by or on behalf of Vendor to Process lululemon Personal Data in connection with the Agreement, including any “service providers” as that term is defined under Data Protection Laws. For clarity, the obligations of Vendor under this DPA may also extend to Vendor’s service providers, Affiliates, “subprocessors” (as that term is defined in Data Protection Laws), and any other person or entity acting on behalf of Vendor or its Subprocessors.

2. COMPLIANCE WITH LAW

Vendor shall comply with Data Protection Laws in performing the Services. lululemon may update this DPA at any time, if, in its discretion, any variation to this DPA is required as a result of changes to Data Protection Laws, or as deemed reasonably necessary by lululemon for compliance with Data Protection Laws.

3. PURPOSE AND SCOPE OF PROCESSING

Vendor has been engaged by lululemon to provide those Services solely in accordance with the Agreement, and any other services set forth in an executed Order Document. The Parties agree, the details of Processing of lululemon Personal Data as it related to such Services shall be included in each applicable Order Document.

4. ROLES OF THE PARTIES

The Parties acknowledge and agree that they may separately be “controllers”, as that term is defined in Data Protection Laws, of similar or identical Personal Data in some instances, provided that such Personal Data is collected independently from Data Subjects and not in connection with Vendor’s provision of Services on behalf of lululemon. In such instances, both Parties are independently responsible for their compliance with Data Protection Laws, including provision of adequate notice to Data Subjects, and, if applicable, collecting consents regarding such Personal Data collection, use, and Processing. Notwithstanding the foregoing, in all instances of Vendor Processing lululemon Personal Data, Vendor shall act solely as a “processor” or “service provider”, as those terms are defined under Data Protection Laws, and as such will only Process lululemon Personal Data in accordance with this DPA.

5. PROCESSING LULULEMON PERSONAL DATA

(a) Vendor will Process lululemon Personal Data solely for the purpose of performing the Services and will not collect, use, disclose, release, disseminate, transfer, or otherwise communicate or make available to a third party any lululemon Personal Data except as necessary to perform the Services. For clarity, the purpose of performing the Services does not include Vendor using such data for its own improvement or further development of the Services.

(b) Under no circumstances will Vendor “rent” or “sell”, as those terms are defined in Data Protection Laws, lululemon Personal Data. Vendor will treat all lululemon Personal Data as the lululemon Confidential Information.

(c) Vendor will only Process lululemon Personal Data on lululemon’s documented instructions, except to the extent further Processing or disclosure is required by Applicable Law, including in the event of a law enforcement request or legal process, in which case Vendor or the relevant Vendor Affiliate shall provide prior notice of that legal requirement to lululemon to the extent permitted by Applicable Laws and shall limit the disclosure of such lululemon Personal Data to only what is necessary.

(d) Vendor shall take reasonable steps to ensure the reliability of any Employees. All access and Processing ability shall be strictly limited to those individuals and the lululemon Personal Data required for performing the Services for the purposes of the Agreement. Vendor shall ensure that Employees undergo applicable privacy and security training.

(e) Vendor will also ensure that Employees are subject to confidentiality undertakings set forth in the Agreement, including this DPA, as well as applicable professional or statutory obligations of confidentiality.

(f) Vendor will provide reasonable assistance to lululemon with any data protection impact assessments and prior consultations with Supervisory Authorities that lululemon reasonably considers to be required by Data Protection Laws.

(g) Vendor will return or delete, at lululemon’s discretion, lululemon Personal Data at the earliest of the following triggering reasons: (i) lululemon’s request; (ii) when the lululemon Personal Data is no longer needed to provide the applicable Services; or (iii) thirty (30) days following termination of the underlying Agreement. Vendor shall provide certification of such deletion within thirty (30) days of the applicable triggering reason. If for any reason Vendor is unable to complete the deletion of such lululemon Personal Data within the thirty (30) day period, Vendor must notify lululemon immediately. Until all lululemon Personal Data has been deleted, the provisions of this DPA and the MSS shall continue to apply.

6. SECURITY

Vendor represents and warrants that it shall establish and maintain commercially reasonable physical, technical, and administrative data security procedures and other safeguards that prevent the destruction, loss, theft and unauthorized Processing of lululemon Personal Data in the custody, possession or control of Vendor or Vendor Personnel, and otherwise comply with the MSS.

7. SECURITY BREACH

Vendor will promptly notify lululemon of a Security Breach, remediate the effects of such Security Breach, and cooperate with lululemon with respect to any investigation by lululemon regarding such Security Breach in accordance with and as further detailed in the MSS. Notwithstanding any limitations on types of damages in the Agreement or otherwise, if a Security Breach is in any way caused by or connected to the acts and/or omissions of Vendor, Vendor Personnel, or any Vendor Affiliate or Subprocessor, Vendor shall bear, be responsible for and pay or reimburse lululemon for: (a) the losses incurred by lululemon and Vendor in complying with their respective legal obligations relating to such Security Breach; (b) the costs and expenses incurred by lululemon in responding to such Security Breach, including, to the extent applicable, the costs and expenses of: (i) providing notice to affected individuals; (ii) providing notice to governmental authorities, credit bureaus, and other required entities; (iii) providing affected individuals with credit monitoring and repair services for a specific period not to exceed twelve (12) months; (iv) call center support for such affected individuals for a specific period not to exceed twelve (12) months; and (v) any other measures required under Data Protection Laws; and (c) any other losses for which Vendor would be liable under the Agreement or this DPA.

8. DATA SUBJECT RIGHTS AND REQUESTS

Vendor will immediately notify, but in any event within one day, lululemon if it receives a request from a Data Subject under any Data Protection Law in respect of lululemon Personal Data. Vendor shall not respond directly to a Data Subject’s request relating to lululemon Personal Data unless directed to by lululemon. Vendor shall provide reasonable assistance to lululemon as necessary to facilitate lululemon’s obligations under Data Protection Laws to respond to such requests. As necessary and solely to the extent such assistance would go beyond Vendor’s reasonable assistance or ordinary business process, lululemon and Vendor may negotiate a separate statement of work to address the distribution of fees incurred in connection with a Data Subject request. If, further to an applicable Data Subject request, the respective lululemon Personal Data must be corrected or amended, Vendor shall promptly correct or amend the lululemon Personal Data as instructed by lululemon, to the extent lululemon is incapable of doing so through the Services.

9. SUBPROCESSORS

Vendor shall provide lululemon with a list of any Subprocessor it wishes to use in connection with the Services in the applicable Order Document. Vendor shall either (i) give notice to lululemon of any additions or changes to the Subprocessor list prior to such addition or change taking effect, or (ii) maintain an up-to-date list of all Subprocessors on Vendor’s website or through the Services that allows lululemon to receive alerts when a Subprocessor is added, changed, or removed. If lululemon does not object to such addition or change within fourteen (14) business days, Vendor may deem such addition or change as accepted by lululemon. If lululemon objects to the Processing of Personal Data by one or more Subprocessors, then lululemon shall notify Vendor in writing (email permitted) within fourteen (14) business days. If Vendor is unable to address the objection, lululemon may immediately terminate the Agreement, in which case Vendor will promptly refund to lululemon any amounts prepaid for the portion of the applicable Order Document so terminated. If lululemon consents to the use of Subprocessors, then Vendor shall ensure that any and all Subprocessors comply with this DPA. In selecting and retaining Subprocessors, Vendor will: (a) conduct appropriate due diligence on each Subprocessor to ensure the Subprocessor is capable of providing the level of protection for lululemon Personal Data required by the Agreement and this DPA, and, if requested by lululemon, provide evidence of such due diligence; (b) ensure that it has executed a written agreement with each Subprocessor that includes provisions that are materially equivalent to those in the Agreement and this DPA; and (c) remain liable for all the acts and/or omissions of any Subprocessors, including a Subprocessor’s appointment of another subprocessor.

10. INTERNATIONAL DATA TRANSFERS

(a) Upon lululemon’s request, or as required by Data Protection Laws, Vendor will, and will require its Subprocessors to, enter into data transfer agreements or either the EU SCCs or Alternative SCCs, as applicable (collectively, the “SCCs”), in connection with any international transfers or Processing of lululemon Personal Data. Vendor will not Process or transfer, nor permit any Subprocessor to Process or transfer, any lululemon Personal Data across national borders without lululemon’s prior written consent. For clarity, the Subprocessors listed in an applicable Order Document shall be deemed to have received lululemon’s written consent.

(b) The Parties agree, if applicable, in the event of what would otherwise be considered a Restricted Transfer, such transfer will be conducted pursuant to the SCCs. In such cases the following terms apply and are used to clarify:

(i) lululemon will be referred to as the “Data Exporter” and Vendor will be referred to as the “Data Importer”, and each Party’s name and address details as they appear in this DPA or the Agreement will be used to complete Appendix I(A) of the SCCs;

(ii) For Clause 7 of the EU SCCs, the optional docking clause will not apply;

(iii) For Clause 9 of the EU SCCs, Option 2 will apply, and the process for providing notice and the time period for objections of subprocessor changes will be set forth in Section 9 of this DPA;

(iv) For Clause 11 of the EU SCCs, the optional language will not apply;

(v) The information in “Processing Activities” of the applicable Order Document will be used to complete Appendix I(B) of the SCCs;

(vi) The information in the MSS will be used to complete Annex II (Technical and organizational measures including technical and organizational measures to ensure the security of the data) of the SCCs;

(vii) The list of authorized Subprocessors in each applicable Order Document will be used to complete Annex III (List of Subprocessors) of the SCCs;

(viii) Any audits authorized under the SCCs will be conducted in accordance with those audit rights detailed in the MSS;

(ix) “Supervisory authority” shall mean the relevant data protection regulator or other government body with equivalent supervisory authority over the data controller; and

(x) References to “Member State” shall mean “jurisdiction”.

11. MISCELLANEOUS

(a) The Parties to this DPA hereby submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes or claims howsoever arising under this DPA, including disputes regarding its existence, validity or termination or the consequences of its nullity.

(b) Nothing in this DPA reduces Vendor's or any Vendor Affiliate’s obligations under the Agreement in relation to the protection of lululemon Confidential Information, including lululemon Personal Data, or permits Vendor or any Vendor Affiliate to Process (or permit the Processing of) of such data in a manner prohibited by the Agreement.

(c) With regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and any other agreements between the Parties, including the Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the Parties) agreements entered into or purported to be entered into after the date of this DPA, the provisions of this DPA shall prevail. Notwithstanding the preceding sentence, in the event of any conflict or inconsistency between this DPA and the SCCs, the SCCs shall prevail.

(d) Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the Parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable provision had never been contained therein.

If Vendor is providing any, including any ancillary access to, cloud-based, subscription-based platform, framework, or software or other technology-based services (collectively, “Technology Services”) the additional terms and conditions contained herein shall apply to and hereby supplement, amend and modify the Terms and Conditions for the use and provision of such Technology Services to form part of the Agreement. For the purposes of the Terms and Conditions, the term “Services” shall, where applicable, also be construed to include “Technology Services”.

1. ADDITIONAL DEFINITIONS

(a) “AI Software” means a Technology Service, or part or feature thereof, with one or more algorithm, generative artificial intelligence model, machine learning, or similar technology feature developed or packaged into it by Vendor.

(b) “Authorized User(s)” means any individual who has been granted the right to access or use the Technology Services by lululemon.

(c) “Documentation” means the user guide(s), installation instructions, user instructions, release notes, manual, and help files in the form generally made available by Vendor, online or otherwise, to its customers regarding the operation and use of the applicable Technology Services, as updated and provided to lululemon from time to time.

(d) "lululemon Outcomes” means those outcomes, learnings, outputs, or other data derived from lululemon Data or lululemon’s business know-how or policies, produced or provided by Technology Services, using machine learning, algorithms, models, or other similar technologies. For clarity, lululemon Outcomes does not include Usage Data.

(e) “Usage Data” means any and all information or data reflecting the access to or use of the Technology Services by or on behalf of lululemon or any Authorized User, including any end user profile-, visit-, session-, impression-, click-through- or click-stream- data, and any statistical or other analysis, information, or data based on or derived from any of the foregoing.

2. ACCESS AND USE OF TECHNOLOGY SERVICES

(a) Provision of Access. Subject to the terms and conditions of the Agreement and in consideration for the fees specified in any Order Document, Vendor hereby grants lululemon a worldwide, non-exclusive, non-transferable right to (i) access and use the Technology Services; (ii) prepare, reproduce, print, upload, download, store, and use as many copies of the Documentation as may be useful for any use of the Technology Services under the Agreement; and (iii) perform, display, execute, reproduce, and modify (including to create improvements and derivative works of), and distribute and otherwise make available to Authorized Users, any Documentation solely to the extent necessary to access or use the Technology Services in accordance with the terms and conditions of the Agreement. Authorized Users may exercise such limited rights on behalf of lululemon.

(b) Restrictions. Technology Services are provided to lululemon for its business purposes and will only be accessed and used by Authorized Users solely for lululemon’s business purposes. lululemon shall not any time knowingly permit any Authorized Users to: (i) copy, modify, or create derivative works of the Technology Services in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, distribute, publish, transfer, or otherwise make available the Technology Services; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to any software component of the Technology Services, in whole or in part; or (iv) remove any proprietary notices from the Technology Services.

(c) Continuity of Service. Vendor will provide continuity of Technology Service and, except as expressly permitted herein, will not unilaterally withhold, suspend or terminate the Technology Services or any part thereof without the prior written consent of lululemon.

3. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

(a) Vendor. lululemon shall not acquire, by virtue of the Agreement, any right or license to the Technology Services other than as expressly provided herein. Unless specifically noted otherwise in an Order Document, all proprietary rights in and to the Technology Service, all derivatives, translations, modifications, adaptations, enhancements or developments thereof and all confidential or proprietary information of Vendor, including without limitation, all rights under and with respect to Intellectual Property Rights and rights under the trade secret laws of any jurisdiction shall remain the sole property of Vendor, its subsidiaries or affiliates or its applicable licensors, whether recognized by or perfected under applicable local law

(b) lululemon. lululemon shall retain ownership of all rights, title and interest in and to all lululemon Data and lululemon Outcomes. Except as expressly set forth in the Agreement and/or applicable Order Document, Vendor acquires no right, title or interest from lululemon in or to lululemon Data or lululemon Outcomes and Vendor shall not (i) modify lululemon Data, (ii) disclose lululemon Data except as required by law or (iii) access or use lululemon Data except in respect of delivering the Technology Services in accordance with the provisions of the Agreement.

(c) Feedback. lululemon grants Vendor a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate any feedback, suggestions, or ideas provided, directly or indirectly, regarding Vendor’s services or products ("Feedback"), provided that such Feedback (i) cannot be attributed to or in anyway related to lululemon; (ii) does not contain methods or ways of working that could be considered a competitive advantage for lululemon; and (iii) does not contain lululemon Confidential Information. Vendor will have exclusive ownership of any improvements or modifications developed based on such Feedback, without any obligation to lululemon. Vendor acknowledges that Feedback is provided “as-is” and without representations or warranties, either expressed or implied, including any warranties of merchantability or fitness for particular purpose.

4. SECURITY AND PROCESSING

(a) Security. Vendor shall maintain appropriate administrative, physical, and technical safeguards for protection of lululemon Data as set forth in the Minimum Security Standards and according to all applicable laws.

(b) Processing. Vendor may only access, use, or otherwise Process lululemon Data and lululemon Outcomes solely as necessary to provide the Services, including the Technology Services, and/or develop the Deliverables for lululemon.

(c) Technology Services Improvements. Vendor acknowledges and agrees that lululemon owns and shall remain the owner of all lululemon Outcomes. To the extent Vendor makes modifications, enhancements, or additions to, or extensions, translations, or derivative works of, the Technology Services based on lululemon Outcomes or Usage Data that has not been anonymized and aggregated, such improvements, learnings, or other developments shall be the exclusive property of lululemon and cannot be used to improve the underlying Technology Services or algorithm to the benefit of Vendor's other customers or clients, without lululemon’s written consent. Notwithstanding the foregoing, for clarity, Vendor shall be permitted to use Usage Data that has been anonymized and aggregated such that it cannot be related or used to identify lululemon or Authorized Users for its internal business purposes, including improving the Technology Services.

(d) Training Data Limitations. Vendor agrees that lululemon Data, or lululemon Outcomes, will not be used to train the AI Software beyond the scope necessary for providing the Technology Services. Notwithstanding the foregoing, lululemon Data will not be used to train or improve any Technology Service, including the AI Software, that benefit other customers or for the development of new products and services that will be available to other Vendor customers.

5. TECHNOLOGY SERVICES INDEMNIFICATION

In connection with, and in addition to, Vendor’s indemnification obligations in the Terms, if any aspect of the Technology Services is alleged to infringe the IP Rights of a third party, Vendor must promptly: (a) secure the rights for lululemon to continue using the Technology Services without infringement; or (b) replace the infringing aspect of the Technology Services without any degradation in performance of the Technology Services. If Vendor cannot secure such rights or replacement within five (5) business days of the notice of alleged infringement, lululemon may terminate the Agreement immediately, without any additional obligation, liability, or penalty of any kind, upon which Vendor shall promptly refund any prepaid, unused fees to lululemon.

6. TECHNOLOGY SERVICES LIMITED WARRANTY

(a) Limited Warranty for Technology Services. Vendor represents and warrants to lululemon that during the term of the Agreement the Technology Services will perform substantially as described in the accompanying Documentation. Vendor further warrants that it will not materially decrease the functionality or overall security of the Technology Services during the applicable Agreement term. Vendor warrants that the Technology Services will be free from viruses, worms, Trojan horses and other malicious code. If Vendor breaches the warranties provided herein and lululemon makes a warranty claim within 60 days of discovering the issue, Vendor will use reasonable efforts to correct the non-conformity. If lululemon determines such remedy to be impracticable, lululemon may terminate the Agreement. Vendor will then refund to lululemon any pre-paid, unused fees for the terminated portion of the Agreement term.

(b) Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY STATED IN THE AGREEMENT, VENDOR MAKES NO REPRESENTATIONS AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VENDOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. TECHNOLOGY SERVICE LEVELS

(a) Service Levels. Vendor will provide and maintain the Technology Service in accordance with and in such manner as to meet or exceed the service levels and performance standards set out in the MSA, including this Addendum as may be supplemented or modified by Statement(s) of Work with respect to particular Technology Services (“Service Levels”).

(b) Target Service Level. Vendor shall make the Technology Services Available, as measured over the course of each calendar month during the Term and any additional periods during which Vendor does or is required to perform any Technology Services (each such calendar month, a “Service Period”), at least 99.99% of the time, excluding only the time the Services are not Available solely as a result of one or more Exceptions (the “Target Service Level”). “Available” means the Services are available and operable for access and use by Customer and its Authorized Users over the internet in full conformity with the specifications in the Agreement or Statement(s) of Work. “Availability” has a correlative meaning. The Technology Services are not considered Available in the event of any material performance degradation or inoperability of the Technology Services, in whole or in part.

(c) Exceptions. No period of Technology Service degradation or inoperability will be included in calculating Availability to the extent that such downtime or degradation is due to any of the following (“Exceptions”):

i. lululemon’s or any of its Authorized Users’ misuse of the Technology Services;

ii. failures of lululemon’s or its Authorized Users’ internet connectivity; or

iii. internet or other network traffic problems other than problems arising in or from networks actually or required to be provided or controlled by Vendor or its subcontractor(s).

(d) Scheduled Downtime. Vendor shall notify lululemon at least five (5) business days in advance of all scheduled outages of the Technology Services in whole or in part (“Scheduled Downtime”). All such scheduled outages shall: (a) last no longer than one hour; (b) be scheduled between non-business hours; and (c) occur no more frequently than once per week; provided that Vendor may request lululemon’s approval for extensions of Scheduled Downtime.

(e) Service Availability Reports. Vendor will measure and report its performance relative to the Target Service Level. Vendor will provide to lululemon such additional reports, at no additional cost, as lululemon will require at the frequencies mutually agreed upon by the Parties. Vendor will also provide lululemon with information and access to the measurement and monitoring tools and procedures utilized by Vendor for purposes of audit verification. lululemon will not be required to pay for such measurement and monitoring tools or the resource utilization associated with their use.

If Vendor is providing and/or selling Goods (as defined below) and, if applicable, additional maintenance, repair, or other ancillary services, separate and together are considered a “Service(s)” as that term is defined in the Terms and Conditions, to lululemon the additional terms and conditions contained herein shall apply to and hereby supplement, amend and modify the Terms and Conditions.

1. ADDITIONAL DEFINITIONS

(a) “Authorized Entity” means a third party entity authorized in writing by lululemon to purchase Non-Standard Goods on behalf of lululemon and for which lululemon and the Vendor have signed an Entity Authorization Form (as defined below).

(b) “Goods” means any tangible items to be sold by the Vendor to lululemon under the Agreement, as more particularly described in an Order Document, whether in the form of commodities, raw materials, finished products, or goods in transit. For certainty, “Goods” includes “Non-Standard Goods.”

(c) “Non-Standard Goods” means Goods which are not part of the Vendor’s standard product list, have been manufactured to meet the specific requirements of lululemon, or otherwise contain Confidential Information of lululemon or lululemon IP.

(d) “Price” means the price of the Goods as stated in the applicable Order Document. For clarity, references in the Terms and Conditions to Fees paid with respect to Services shall, to the extent such references relate to the sale of Goods, be deemed to refer to the Price paid for such Goods.

(e) “Purchase Order” means a written or electronic purchase order issued by lululemon or an Authorized Entity, to Vendor for the purchase of Goods and, if applicable, Services, on lululemon’s approved form. For clarity, the definition of “Order Document” in the Terms and Conditions shall be deemed to include a Purchase Order.

2. MANUFACTURE AND SALE OF GOODS

(a) Purchase Orders. When lululemon elects to purchase Goods from Vendor, lululemon or an Authorized Entity will issue a Purchase Order. Upon execution by both Parties, each Purchase Order will be incorporated into the Agreement and made subject to the Terms and Conditions, these Supplemental Terms, and any other applicable supplemental terms and conditions available on the Site. Purchase Orders will be deemed to be accepted by Vendor at the end of the third (3rd) business day following Vendor’s receipt of the Purchase Order, unless Vendor provides lululemon with notice of its rejection of the Purchase Order prior to that time. Vendor will fulfill all Purchase Orders received from lululemon or an Authorized Entity in accordance with the provisions of the Agreement. Vendor will not make substitutions or modifications to any Goods or Services ordered unless lululemon or its Affiliate has consented in writing to the modification. If Goods are ordered, sold or delivered without the issuance of a Purchase Order for any reason whatsoever, such order, sale or delivery will be subject to the terms of the Agreement. Notwithstanding any provision of the Agreement, lululemon will have no obligation to issue Purchase Orders and, except as specified in an Order Document, the Agreement will not be construed to require lululemon to purchase any Goods or Services or any specific amount of Goods or Services from the Vendor.

(b) Cancellation of Purchase Order. In addition to its termination rights set forth in the Terms and Conditions, lululemon shall have the right to cancel a Purchase Order, in whole or in part, for its sole convenience, upon written notice to Vendor delivered no later than ten (10) days prior to the Delivery Date for the Goods, without any further liability of lululemon to the Vendor. For greater certainty, any partial cancellation of a Purchaser Order shall not affect Vendor’s obligations with respect to the portions of the Purchase Order not cancelled. In the event lululemon cancels a Purchase Order for Non-Standard Goods which can be demonstrated were already in production at the time of cancellation, Vendor may submit a claim for cancellation charges for Non-Standard Goods to lululemon in writing, accompanied by supporting documentation, within ten (10) days after receipt of lululemon’s cancellation notice and shall be subject to lululemon’s reasonable approval. Vendor’s claim for such cancellation charges shall be limited to (i) the reasonable cost of paying Vendor’s suppliers for work already performed in the production of the Non-Standard Goods, and (ii) for the actual cost of materials purchased to manufacture the Non-Standard Goods. In no event shall any such claim for Non-Standard Goods exceed the total price for Non-Standard Goods cancelled under the Purchase Order.

(c) Changes Specific to Sale of Goods. In addition to its right to make changes to an Order Document set forth in the Terms and Conditions, lululemon may at any time, upon written notice to the Vendor, increase or decrease Goods quantities, change the Delivery Date, or make changes including without limitation drawings, designs or specifications for the Goods, the method of shipment or packing of the Goods, or the Delivery Location. If any such change causes a material increase in the cost or the time required by Vendor for delivery of Goods in an Order Document, and Vendor so notifies lululemon in writing within three (3) business days from such notice of change from lululemon, then the parties shall make a reasonable adjustment to the price or delivery schedule for the Goods, or both, as applicable, and the applicable Order Document shall be modified in writing to reflect such changes. Vendor shall not make any changes to an Order Document without the prior written consent of lululemon.

(d) Materials. Unless otherwise directed by lululemon, Vendor is solely responsible for obtaining all component supplies and materials necessary to fulfill its obligations under the Agreement. Materials obtained or provided by Vendor must comply with all specifications and meet the criteria for high quality Goods. Notwithstanding the foregoing, lululemon may require Vendor to use specific materials or purchase materials from particular suppliers.

(e) Samples. lululemon may request, and Vendor shall immediately deliver to lululemon, any samples of Goods, or any component thereof, for lululemon to review and assess prior to the Delivery Date.

(f) Trade Marks and Trade Names. Vendor agrees that the lululemon IP used to identify lululemon is the exclusive property of lululemon, and Vendor has no interest, and will acquire no interest, in such lululemon IP, except for the right to use lululemon IP solely for the purpose of manufacturing the Non-Standard Goods, which bear lululemon IP. Upon termination of the Agreement or an Order Document or upon request by lululemon, Vendor shall immediately cease all use of lululemon IP and to return to lululemon all copies of materials in the possession or control of Vendor bearing or incorporating such lululemon IP.

(g) No Infringement. Vendor shall not directly or indirectly manufacture or supply (or assist others in manufacturing or supplying) any products or goods whatsoever using any Confidential Information of lululemon or lululemon IP for or to any person other than the Company, its Affiliates, or an Authorized Entity. Vendor also shall not directly or indirectly at any time procure, manufacture, or sell (or assist others in manufacturing or selling) any products or other goods that bear a trademark, design, logo, or slogan that infringes or is confusingly or deceptively similar to any of the lululemon IP or is likely to be confused or regarded as confusingly similar to the Non-Standard Goods.

(h) No Counterfeiting. Vendor shall not directly or indirectly: (i) produce (or assist others in producing) other products which are similar to the Non-Standard Goods in overall commercial impression; nor (ii) “knock off” the Non-Standard Goods or attempt to manufacture or sell (or assist others in manufacturing or selling) any products similar to the Non-Standard Goods, including, those that involve lululemon IP or Confidential Information, or are the subject of pending patent applications. In determining if a product is a “knock off”, a broader standard than copyright infringement standards shall be used.

(i) Third Party Sales.

i. Vendor agrees (i) not to directly or indirectly sell, transfer possession or otherwise dispose of any Non-Standard Goods or lululemon IP to any person other than lululemon or an Authorized Entity, without the prior written consent of lululemon, (ii) to use lululemon IP solely for the manufacture of the Non-Standard Goods, and (iii) not to directly or indirectly reproduce such lululemon IP or Non-Standard Goods unless so authorized in writing by lululemon. If Vendor loses, misplaces, sells, donates, or otherwise transfers Non-Standard Goods to any third party, or if Vendor labels other products or goods with lululemon IP or creates grey market goods, without lululemon’s explicit prior written consent (collectively, “Unapproved Goods”), in addition to any rights or remedies lululemon would otherwise have including the right to terminate the Agreement, or make any claim for damages or injunctive relief, lululemon may charge Vendor ten times (10x) the Purchase Order price or retail value (whichever is greater) of such Unapproved Goods plus the inspection, lost sales, audit, investigation, attorney’s fees, customs and all other costs and expenses to lululemon related to the identification and seizure of such Unapproved Goods. The Parties agree that this sum is not a punitive amount and represents a fair and reasonable, negotiated amount to be paid to lululemon by Vendor based upon damages to lululemon.

ii. Notwithstanding the foregoing, upon request by lululemon, the Vendor and lululemon shall execute a written authorization in a form approved by lululemon which permits the Vendor to sell Non-Standard Goods to an Authorized Entity and sets forth the rights and obligations of lululemon and the Vendor in connection therewith (the “Entity Authorization Form”). Upon mutual execution of the Entity Authorization Form by lululemon and the Vendor, the Vendor may provide the Non-Standard Goods, including any applicable Services, to such Authorized Entity upon entering a separate agreement for the sale of such Non-Standard Goods with the Authorized Entity. lululemon shall be entitled to enforce all rights and remedies under the Agreement with respect to the sale of Non-Standard Goods to an Authorized Entity. For certainty, lululemon shall have no liability for any actions or inactions of an Authorized Entity, including failure to pay for Non-Standard Goods by such Authorized Entity or breach of the agreement between Vendor and the Authorized Entity.

3. DELIVERY, INSPECTION, AND ACCEPTANCE OF GOODS

Notwithstanding the “Delivery and Acceptance of Services and Deliverables” clauses in the Terms and Conditions, with respect to the provision or selling of Goods to lululemon the following clauses shall take precedence in the event of conflict.

(a) Delivery of Goods. Vendor shall deliver the Goods to lululemon in accordance with the terms and conditions set out in the Agreement, in the quantities and on the date(s) specified in the Order Document or as otherwise agreed in writing between the parties (the "Delivery Date"), and to the address specified in the Order Document (the "Delivery Location") during lululemon's normal business hours or as otherwise instructed by lululemon. Vendor shall immediately notify lululemon if Vendor will not be able to perform, deliver, or complete all or any part of the Agreement by the Delivery Date. Receipt of such notice of delay shall not operate as a waiver of any of lululemon’s rights hereunder. If Vendor fails to deliver the Goods in full on the Delivery Date due to no fault of lululemon, lululemon may, without limiting its remedies available at law, (i) require delivery by expedited shipment and/or premium freight or transportation and Vendor shall pay upon demand all excess costs incurred thereby, including additional handling charges and other expenses resulting therefrom, (ii) accept the late Goods at a discount negotiated by the Parties; or (iii) terminate the Agreement by providing written notice to Vendor and upon receipt of which the Vendor shall provide lululemon a prorated refund of all prepaid amounts corresponding to the late Goods and any Services rendered useless as a consequence of such late Goods. Vendor shall be responsible for all other direct, consequential, and incidental damages incurred by lululemon as a result of Vendor’s failure to meet the Delivery Dates, including the cost of lost sales and the cost of obtaining Goods from an alternate source.

(b) Shipping Terms. Vendor shall pack all Goods for shipment in accordance with any instructions provided by lululemon, in a manner consistent with good commercial practice acceptable to common carriers for shipment, at the lowest available rate, and in a manner adequate to ensure that the Goods are delivered in undamaged condition. All shipments shall be accompanied by a bill of lading and a packing slip including an itemized packing list detailed by descriptions and quantities of Goods specified by lululemon. Unless otherwise expressly stated in an Order Document, Vendor shall not charge lululemon for labelling, packing, boxing or crating. Vendor must provide lululemon prior written notice if it requires lululemon to return any packaging material, which return shall be made at Vendor's cost and risk of loss. Vendor shall not make, and lululemon shall have no obligation to accept, any partial shipments or shipments that arrive before the Delivery Date. Unless otherwise specified, Vendor must ensure all shipments are “Freight Prepaid.” Vendor shall pay all shipping charges upfront and attach a receipt of payment to the invoice for which they will be reimbursed. All cross-border shipments will be Delivery Duty Paid to lululemon, with a carrier specified by lululemon (in the instance where one is provided) and in compliance with the laws and regulations of the country of origin and the country of destination. Vendor shall pay any fees required for international shipments in advance and shall furnish all documents required for international shipping including a commercial invoice indicating the country of origin, packing slip and USMCA certificate of origin, as applicable.

(c) Title and Risk of Loss. Title and risk of loss passes to lululemon upon delivery of the Goods at the Delivery Location. Vendor bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location and acceptance thereof by lululemon.

(d) Inspection and Rejection of Non-Conforming Goods. lululemon, at its sole option, may inspect all or a sample of the Goods on or after the Delivery Date, and may reject all or any portion of the Goods if it determines the Goods are non-conforming or defective. The decision as to whether or not Goods conform to the Purchase Order shall be the sole decision of lululemon, whose decision must be reasonably made. If lululemon rejects any portion of the Goods, lululemon has the right, effective upon written notice to Vendor, to: (i) accept the Goods at a reduced price negotiated between the parties; (ii) reject the Goods, return such Goods to Vendor at no cost to lululemon, and require replacement of the rejected Goods; or (iii) terminate the Agreement, return such Goods to Vendor at no cost to lululemon, and receive a refund of all prepaid amounts corresponding to the defective Goods and any Services rendered useless as a consequence of the defective Goods. If lululemon requires replacement of the Goods, Vendor shall, at its expense, promptly replace the non-conforming or defective Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective Goods and the delivery of replacement Goods. If Vendor fails to timely deliver replacement Goods, lululemon may order replacement goods from a third party and charge Vendor the cost thereof and terminate the Agreement for cause pursuant to the terms thereof. Any inspection or other action by lululemon under this Section shall not reduce or otherwise affect Vendor's obligations under the Agreement, and lululemon shall have the right to conduct further inspections after Vendor has carried out its remedial actions. All of Vendor’s losses related to the non-conforming Goods, including transportation, ability to deliver finished goods, cancellation of orders, and all other expenses incident to the return of such Goods shall be borne by Vendor.

(e) Quantity. If Vendor delivers more or less than the quantity of Goods ordered, lululemon may reject any excess Goods, or the full quantity of Goods delivered if the quantity is less than the amount of Goods ordered by lululemon. Any such rejected Goods shall be returned to Vendor at Vendor's sole risk and expense. If lululemon does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.

(f) Import and Export Compliance. The Parties acknowledge that the Goods provided under the Agreement may be subject to import and export control laws and regulations. Vendor agrees to comply with all Applicable Laws, including all import and export control laws and regulations. Vendor shall not, and shall ensure that its employees, contractors, and agents do not, import, export, re-export, or transfer any Goods or data provided under the Agreement without first obtaining all necessary licenses, permits, or other authorizations required by applicable import and export control laws and regulations. The Vendor agrees to provide the lululemon with all information and documentation necessary to support lululemon’s compliance with Applicable Laws, including but not limited to end-user certificates, export licenses, and other documentation as may be required by lululemon. The Vendor shall promptly notify lululemon if it becomes aware of any violation of Applicable Laws in connection with the performance of the Agreement. The Vendor shall indemnify and hold harmless lululemon from and against any and all claims, damages, liabilities, costs, and expenses arising out of or related to any violation of applicable import or export control laws and regulations by the Vendor or its employees, contractors, or agents.

4. PRICE AND INVOICING

Notwithstanding the Fees and Payment clauses in the Terms and Conditions, with respect to sale of Goods to lululemon the following clauses shall take precedence in the event of conflict.

(a) Price of Goods. The Price of the Goods is the price stated in the Order Document, unless otherwise agreed by the parties in writing. Unless otherwise specified in the Order Document, the Price includes all Services, engineering or incidental services to or associated with the production of the Goods, all packaging, transportation costs to the Delivery Location, insurance, and all applicable taxes and levies, including, but not limited to, export and import duties, harmonized sales tax, goods and services tax, provincial sales tax, value added tax, withholding tax, use or excise taxes. No increase in the Price is effective, whether due to increased material, labour, or transportation costs or otherwise, without the prior written consent of lululemon. Vendor will be liable for the payment of any duties, taxes and other charges levied on Goods prior to their importation into the country specified in an Order Document to which the Goods will be delivered.

(b) Invoices for Sale of Goods. Each invoice submitted to lululemon by Vendor shall detail the Goods delivered, the Price for such Goods and reference the number of the Order Document(s) issued for the Goods covered by such invoice. Vendor shall, at lululemon's request and at no cost to lululemon, use lululemon’s invoicing system, as further detailed at https://info.lululemon.com/help/vendor-onboarding. Unless otherwise indicated in the Order Document, lululemon shall pay undisputed amounts due to Vendor within sixty (60) days after receipt of a properly submitted invoice. Vendor shall not submit an invoice to lululemon for Goods delivered until such Goods have been received and accepted by lululemon. If Vendor fails to invoice lululemon for any amount within fourteen (14) days after the signed receipt of Goods by lululemon, Vendor shall waive, and hereby waives, any right it may otherwise have to invoice for and collect such amount. Payment of the invoice will not constitute acceptance of Goods and will be subject to adjustment for errors, shortages, defects in the Goods or other failure of Vendor to meet the requirements of the Agreement. All Payments may be held until there is a complete resolution of any disputes.

(c) Payment for Goods upon Termination. If lululemon terminates the Agreement or the applicable Order Document for any reason, Vendor's sole and exclusive remedy is payment for the Goods received and accepted by lululemon in accordance with the Agreement prior to the effective date of termination. The Vendor shall immediately refund to lululemon any fees paid in advance by lululemon for Goods not yet delivered and accepted by lululemon and any Services rendered useless as a consequence of the termination of the Agreement.

5. ADDITIONAL REPRESENTATIONS AND WARRANTIES

(a) Vendor Additional Representations, Warranties and Covenants for Sale of Goods. In addition to the representations and warranties set forth in the Terms and Conditions, Vendor represents, warrants and covenants to lululemon, which covenants and warranties will survive any delivery, inspection, acceptance, or payment of or for the Goods by lululemon, that all Goods will:

i. upon delivery to lululemon, the Goods will be of merchantable quality, free from all defects in design, workmanship and materials, conform to any specifications, be safe and suitable for their intended purpose, be properly labelled, and be constructed of new materials, unless otherwise specified by lululemon;

ii. conform to applicable functional, technical, operational, performance, design, quality and similar specifications relating to the Goods and any raw materials used in respect of the Goods, including product drawings, prototypes, sketches, samples, material and component specifications, packaging, marketing, labelling, test procedures, functional and quality goals, schematics and other specifications, as applicable, whether in written or electronic formats, as set forth in the Agreement or as otherwise delivered or approved by lululemon;

iii. be free and clear of all liens, security interests, or other encumbrances (and if any such lien, charge or encumbrance is asserted, lululemon may, in its sole discretion: (i) pay the amount of such lien, charge or encumbrance, (ii) deduct such amounts from payments due to Vendor, and (iii) require Vendor to obtain a properly executed release of such lien, charge or encumbrance satisfactory to lululemon);

iv. comply with all Applicable Laws; and

v. not, and the manufacturing processes will not, infringe or misappropriate any lululemon IP or any third party's Intellectual Property Rights.

These warranties are cumulative and in addition to any other warranty provided by law or equity.

(b) Third Party Warranty. Without limiting lululemon’s rights with respect to Vendor’s warranties and indemnities under the Terms and Conditions, if Vendor provides any Goods covered by a third-party manufacturer’s warranty or indemnity, or both, Vendor shall, at no additional cost to lululemon: (i) provide lululemon with a copy of each such warranty and indemnity; and (ii) if such warranty or indemnity does not by its terms pass through to lululemon, then to the extent permitted, Vendor shall assign to lululemon all warranties and indemnities provided by such manufacturer. In the event such indemnity or warranty is not assignable to lululemon, Vendor shall enforce any such indemnity or warranty on behalf of lululemon.

(c) Hazardous Materials Representation. In addition to the representations and warranties set forth in the Terms and Conditions, Vendor represents and warrants to lululemon that all Goods provided hereunder shall be free of any materials which have been defined as a hazardous waste, or hazardous or toxic substances or materials under any applicable federal, provincial, state, or local environmental or health and safety laws (collectively, “Hazardous Materials”). If Vendor encounters or has any reason to believe that Hazardous Materials are present in connection with the Goods that may pose a risk to human health or safety, Vendor will immediately notify lululemon and take appropriate measures to ensure protection of human health and safety in accordance with the requirements of all applicable health and safety laws. The notification will include the safety or control measurers Vendor proposes to implement. Failure to notify lululemon in accordance with this Section will constitute a material breach of the Agreement. In addition to its termination rights set forth in the Agreement, lululemon reserves the right to cancel any Order Document if it reasonably believes Goods to be delivered do not comply with the requirements of this Section.

6. INDEMNIFICATION FOR SALE OF GOODS

In addition to the indemnity set forth in the Terms and Conditions, the Vendor agrees to further indemnify the Company, its Affiliates and its and their respective Representatives from, and on demand reimburse lululemon, its Affiliates and their respective Representatives, for any and all third party claims, damages, obligations, losses, liabilities, costs, debt, and/or expenses (including reasonable attorneys’ fees and other costs of defence) arising from, out of, or incurred in connection with, or related to any and all suits, claims, demands or proceedings whatsoever: (i) for death, illness, personal injury, or property damage, both in law and equity, arising out or resulting in any way from the Goods; (ii) for any actual or alleged infringement of any Intellectual Property Right of a third party or lululemon in connection with the Goods, (iii) for any fines or penalties levied against lululemon by a governmental or regulatory agency in connection with the Goods, or (iv) pertaining to or in connection with the Vendor’s packaging, labelling, or advertising of the Goods. Further, if an injunction restricting lululemon’s or its customer’s right with respect to any Good is issued or appears reasonably likely to be issued as a result of any claim, Vendor agrees at its expense, and at lululemon’s sole option, to promptly either: (a) procure for lululemon the right to continue using such Goods; (b) replace such Goods with non-infringing Goods; (c) modify the Goods so that they are non-infringing; or (d) refund to lululemon the amount paid for such Goods.

7. STANDARDS

(a) Recall of Goods. If (i) lululemon decides, in its sole discretion, that the Goods present a risk of injury to consumers or employees, or a risk to lululemon’s brand, or (ii) lululemon receives a notice ordering the withdrawal, discontinuance, removal or recall of any Goods by a governmental or regulatory authority, then lululemon will have the unconditional right to withdraw its acceptance of the applicable Goods and require Vendor to recall immediately, and destroy of all such Goods. If a recall occurs because of safety, health, environmental, other hazards, risks to the public, or risks to lululemon’s brand or employees, due to Vendor’s failure to comply with the Agreement, such non-compliance will constitute a material breach of the Agreement. In the event that Vendor receives any notice that the Goods present a risk of injury to consumers, or a risk to lululemon’s brand or employees, or a notice ordering the withdrawal, discontinuance, removal or recall of any Goods from the retail market by a governmental or regulatory authority, Vendor will immediately notify lululemon in writing. lululemon may, at its option, charge back to Vendor all costs incurred for duty, insurance, shipping charges, commissions, inspection, lost sales, audit, rework, handling, the cost of the Goods, and transportation costs for the portion of the shipment that is subject to any such recall.

(b) Destruction. Upon termination of the Agreement or cancellation of any Purchase Order, the rejection of Goods pursuant to the Agreement, or recall of any Goods in accordance with the Agreement, lululemon will have the right to require Vendor to destroy Non-Standard Goods in Vendor’s possession at the time of such termination, cancellation, rejection, or recall. Vendor will complete such destruction at Vendor’s sole expense in compliance with Applicable Laws and in accordance with lululemon’s policies and instructions, and lululemon will have the right to witness such destruction. Upon request, Vendor will provide lululemon with a certificate of destruction, photographs, and other evidence of the destruction in a form acceptable to lululemon.

8. GOVERNING LAW CONSIDERATIONS

The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods and the International Sale of Goods Contracts Convention Act S.C. 1991, c. 13 will not apply to the Agreement.

If Vendor is performing Service Channel Services (as defined below) for lululemon the additional terms and conditions contained herein shall apply to and hereby supplement, amend and modify the Terms and Conditions.

1. ADDITIONAL DEFINITIONS

(a) “Service Channel” means the online platform used by lululemon to issue, track, and approve orders and invoices for Service Channel Services.

(b) “Service Channel Services” means services requested by lululemon through the Service Channel platform to be performed by the Vendor at a lululemon retail store. For the purposes of the Terms and Conditions, the term “Services” shall, where applicable, also be construed to include “Service Channel Services”.

(c) “Work Order” means an electronic work order issued by lululemon to a Vendor for the performance of Service Channel Services and shall be deemed to be an Order Document as defined in the Terms and Conditions.

2. SERVICE CHANNEL SERVICES

(a) Work Orders. When lululemon elects to purchase Service Channel Services from the Vendor, lululemon will issue a Work Order through Service Channel. Upon acceptance by the Vendor, each Work Order will be incorporated into and made subject to the Terms. Work Orders will be deemed to be accepted by Vendor when a Work Order status is changed to “In Progress” on Service Channel, unless otherwise agreed between the Parties in writing. Vendor will fulfill all Work Orders received from lululemon in accordance with the provisions of the Agreement. Vendor will not make substitutions or modifications to Service Channel Services agreed to under a Work Order, unless lululemon has consented in writing to the modification.

(b) Cancellation of Work Orders. In addition to its termination rights set forth in the Terms, lululemon shall have the right to cancel a Work Order, in whole or in part, for its sole convenience, upon written notice to Vendor at any time before the Service Channel Services have been performed, without any further obligations or liability to the Vendor. Further, lululemon shall have the right to cancel a Work Order immediately upon written notice to the Vendor and without further obligation or liability of lululemon if the Vendor fails to perform the Service Channel Services on the date scheduled for performance thereof. For greater certainty, any partial cancellation of a Work Order shall not affect Vendor’s obligations with respect to the portions of the Work Order not cancelled.

(c) Changes to Work Orders. In addition to its right to make changes to an Order Document set forth in the Terms, lululemon may, at any time before the Service Channel Services have been performed, upon written notice to the Vendor, make changes to the scope or performance of the Service Channel Services in a Work Order. If any such change causes a material increase in the Fees or the time required by Vendor to perform the Service Channel Services, then the Parties shall make a reasonable adjustment to the Fees or timeline for provision of the Service Channel Services, or both, and the applicable Work Order shall be modified to reflect such changes. Vendor shall not make any changes to a Work Order without the prior written consent of lululemon.

(d) Service Channel Invoices. Notwithstanding “Invoices” (Section 6c) in the Terms and Conditions, Vendor shall submit an invoice to lululemon for Service Channel Services no later than fourteen (14) days after such Service Channel Services are complete and lululemon has updated the Work Order status to “Completed” in Service Channel. Each invoice submitted to lululemon by Vendor shall detail the nature of the Services performed, the Fees payable, and the basis on which the calculation of the Fees has been made. In no event shall Vendor invoice lululemon for more than the Maximum Total Fees/Hours (as defined in the Order Document) permitted to be invoiced for a particular period or for the entire Term without the prior written authorization of lululemon. Vendor shall not submit an invoice to lululemon for Services performed until such Services have been performed and accepted by lululemon and lululemon has updated the Work Order status to “Completed” in Service Channel. Unless otherwise indicated in the Order Document, lululemon shall pay undisputed Fees due to Vendor within sixty (60) days after receipt of a properly submitted invoice. If Vendor fails to invoice lululemon for any amount within thirty (30) days after the Work Order status is updated to “Completed” on Service Channel, Vendor shall waive, and hereby waives, any right it may otherwise have to invoice for and collect such amount.

3. SERVICE LEVEL OBLIGATIONS

(a) Service Channel Services Requirements. For all Service Channel Services, Vendor is expected to:

i. present Work Order identification to lululemon onsite manager on duty prior to starting Service Channel Services;

ii. use Service Channel to check in and out of Work Order;

iii. if unable to resolve an issue during initial onsite visit, provide a temporary solution to address the Work Order; and

iv. upon completion of a Work Order, upload photos and sign offs from the onsite manager on duty to Service Channel within seven (7) days of the Work Order being fully resolved.

(b) Service Channel Services Levels. Vendor shall provide Service Channel Services in accordance with the following service level categories, as noted in the applicable Work Order, and timing:

i. Emergencies:

A. Respond to requests within two (2) hours via Service Channel.

B. Contact the store via phone or email with estimated arrival time.

C. Dispatch a technician to be on site within four (4) hours of receiving the Work Order.

D. Decline the Work Order if a technician cannot be on site within four (4) hours of receiving the Work Order.

E. Fully resolve a Work Order within forty-eight (48) hours with the exception of parts on order or landlord related issue.

ii. Non – Emergencies:

A. Respond to requests within four (4) hours via Service Channel.

B. Schedule a technician outside of applicable store public operating hours.

C. Contact the store via phone or email with technician’s estimated arrival time.

D. Fully resolve a Work Order within five (5) days with the exception of parts on order or landlord related issue.

iii. Routine, Preventative, or Standard Maintenance

A. Schedule a technician outside of applicable store public operating hours.

B. Contact the store via phone or email with technician’s estimated arrival time.

C. Fully resolve a Work Order within the service window time specified in the Work Order.