The Supplier will be solely responsible for dispatching and delivery of the laptops to BCG employees. This includes packing, shipment, and tracking. All such costs are covered under the service charge described in Section 2.

Supplier will provide BCG employees with appropriate details (phone number/email/helpdesk) for all questions, escalations, or issues after and during purchase process. Supplier will be solely responsible for addressing such queries and resolving issues directly with BCG employees. BCG will not be responsible for BCG employee queries or disputes arising out of or related to the purchase of laptops under the EPP.

Supplier will add a service charge of eight percent (8%) as a mark-up on the agreed purchase price for each laptop in as is condition to the BCG employees. This mark-up covers all costs related to dispatch, logistics, and program administration

Supplier is an independent contractor with respect to BCG, and nothing herein will be construed to create the relationship of an employer and employee or agency between the Parties. Supplier may not assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, BCG or bind BCG in any manner.

All laptops will be sold to BCG employees strictly on an “as-is, where-is” basis, with no warranties, guarantees, or representations from BCG regarding their condition, functionality, or fitness for any purpose. Supplier will ensure that BCG employees acknowledge this disclaimer prior to completing their purchase.

Supplier states that all Supplier employees or contractors performing Services under this Agreement ("Supplier Personnel") are legally authorized to work in the country in which they will be providing the Services. Supplier Personnel are solely Supplier's employees or subcontractors, as applicable, and will not be deemed BCG employees. Supplier is solely responsible for paying wages and other compensation and benefits due to Supplier Personnel, all employer and withholding taxes, and workers compensation coverage. Supplier will indemnify BCG for damages or fines arising from Supplier’s failure to comply with the obligations in this section. Supplier will ensure that Supplier Personnel are appropriately screened and that only individuals who meet the standards required by this Agreement provide the Services. Screening is appropriate if it meets Supplier’s and market standards for the applicable role together with any specific requirements BCG provides to Supplier.

If Supplier uses subcontractors to provide Services under the Agreement, Supplier will remain liable and responsible for their performance as if the Services were being provided by Supplier itself. Supplier states that it has written agreements in place with its subcontractors that provide the same or greater protection to BCG as the terms of this Agreement.

The Agreement will begin on the Effective Date and expire on 31 December 2025 (the “Term”).Either Party may terminate the Agreement at any time for any reason with at least 30 calendar days’ notice to the other Party. Either Party may, upon at least ten (10) days’ prior written notice, terminate the Agreement in whole or in part if any of the following events occur: (a) the other Party materially breaches any Agreement term provided that the terminating Party has requested in writing that the other Party cure such breach and the breaching Party has not done so within thirty (30) days of receipt of notice; (b) the other Party terminates or suspends its business; or (c) the other Party becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority. Upon termination, BCG will pay Supplier for Services properly performed and delivered up to and including the date of termination. Material breach includes Supplier’s breach of any of the obligations contained in sections 3 (Supplier Personnel), 6 (Confidentiality), 7 (Intellectual Property), 8 (No Publicity), and 12 (Supplier Code of Conduct; Compliance with Laws) and the additional obligations relating to Dispatch and Logistics, BCG employee Queries, and “As-Is” Disclaimer.

Supplier may have access to Confidential Information of a special and unique nature and value to BCG and/or its clients. Confidential Information includes, without limitation, any information which Supplier is informed is confidential or which the nature of, or the circumstances surrounding the disclosure or treatment by BCG, suggest ought to be treated as confidential (“Confidential Information”). Information and materials received by BCG from third parties in confidence will be included in the definition of Confidential Information. Supplier will not disclose to others or use for Supplier's benefit or the benefit of others, any Confidential Information. Supplier will not copy, alter, or decompile any Confidential Information unless permitted in writing by BCG. These terms convey to Supplier only a limited right to use the Confidential Information to perform its obligations under this Agreement and this right is fully revocable by BCG. Except for such right of use, Supplier will not assert any right or title to the Confidential Information and will hold all Confidential Information in strict confidence.

For the purposes of this Agreement the following terms "Controller", "Process", "Processor", and “Personal Data” will have the meanings as given to them in any applicable legislation or regulation that relates to data protection, privacy, the use of information relating to individuals to which Supplier and/or BCG are subject, including, without limitation, the General Data Protection Regulation (EU) 2016/679 (the “GDPR”), and any relevant national laws implementing the same, all as amended, replaced or superseded from time to time (the “Applicable Data Protection Laws”) or their equivalent terms used under Applicable Data Protection Laws. Supplier represents and warrants that:

Supplier will not make public, without first obtaining BCG's written approval, that BCG is Supplier's client provided, however, that Supplier may disclose BCG's name to third parties to the limited extent that disclosure is reasonably necessary to perform the Services.

Supplier will indemnify and defend BCG from and against all third-party claims, counterclaims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) imposed upon or incurred by BCG arising out of or related to Supplier’s gross negligence or intentional misconduct in the performance of its obligations under this Agreement. Supplier will also indemnify, defend, and hold harmless BCG from any claims, demands, or disputes brought by BCG employees or third parties arising out of or related to the EPP, including but not limited to claims concerning pricing, payment, dispatch, logistics, or laptop condition.

EXCEPT FOR SUPPLIER’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE FOR ANY CLAIM RELATED TO THIS AGREEMENT WILL BE THREE TIMES THE TOTAL FEES PAID OR PAYABLE BY BCG TO SUPPLIER UNDER THIS AGREEMENT. NOTHING IN THESE TERMS LIMITS OR EXCLUDES A PARTY'S LIABILITY FOR: (A) PERSONAL INJURY OR DEATH CAUSED BY SUCH PARTY'S NEGLIGENCE; (B) FRAUD, GROSS NEGLIGENCE, OR INTENTIONAL MISCONDUCT; OR (C) ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR A PARTY TO EXCLUDE OR LIMIT ITS LIABILITY UNDER APPLICABLE LAW. SUBJECT TO THE PRECEDING SENTENCE, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR DIRECT OR INDIRECT LOSS OF DATA, PROFITS, GOODWILL, WHETHER ARISING OUT OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, RESULTING FROM OR RELATED TO THIS AGREEMENT, WHETHER OR NOT A PARTY KNEW OF SHOULD HAVE KNOWN OF THE POSSIBILITY OF ANY SUCH DAMAGES.

Supplier will, at its own expense, secure and keep in full force and effect throughout the term of the Agreement appropriate insurance coverage based on the Services being provided and as required by law, including without limitation, Commercial General Liability insurance with coverage limits of at least Seventy Five Million Rupees (INR75,000,000) per occurrence and Seventy Five Million Rupees (INR 75,000,000) annual aggregate, including coverage for third-party bodily injury and property damage and Transit / Cargo / Logistics insurance (or equivalent policy) covering the risk of loss, theft, or damage to laptops during packing, storage, transit, and delivery to BCG employees, on an all-risk and replacement cost basis.. Supplier will place all policies with an insurance company licensed to provide insurance in the jurisdiction in which work is to be performed and considered compliant and in good financial standing with the local insurance regulatory authority.

Supplier will observe all BCG rules, policies, and security requirements provided to Supplier in writing and will comply with BCG’s Supplier Code of Conduct (https://media- publications.bcg.com/BCG-Supplier-Code-of-Conduct.pdf). Supplier warrants and represents that: (a) it will perform the Services in a prompt, efficient, professional and ethical manner in accordance with that standard of skill, care, and diligence normally provided by a professional providing the same types of services and (b) it will comply with all applicable laws and regulations governing Supplier’s activities under this Agreement, including securities laws, laws for the protection of human rights and the environment, Modern Slavery laws, and laws prohibiting bribery and corruption, including the US Foreign Corrupt Practices Act and the UK Bribery Act of 2010. Supplier will promptly report to BCG any actual or suspected instances of violations of such laws by Supplier’s vendors, subcontractors, or agents. “Modern Slavery” has the meaning given to that term under the Modern Slavery law of the country where the Services are provided, or in the absence of such a law, as the term is defined by the United Nations Human Rights Council.

This Agreement constitutes the entire agreement and understanding between the parties with respect to the Services contemplated herein and supersedes all prior and contemporaneous negotiations, discussions, and understandings of the Parties, whether written or oral. No waiver or modification of any of the provisions of this Agreement will be valid unless in writing and signed by both of the parties, and no failure to pursue or elect any remedy with respect to any default under or breach of any provision of this Agreement will be deemed a waiver of any subsequent similar or different default or breach. This Agreement and payments made under it are made solely for the benefit of Supplier and BCG, and no other party will have or acquire any right or benefit (including, without limitation, monetary or other compensation) under or by virtue of this Agreement. Supplier may not assign any rights or delegate any duties under this Agreement without BCG’s prior written consent and any attempted or purported assignment of this Agreement without BCG's consent will be void. This Agreement will be governed by and interpreted in accordance with the laws of the country or state where the BCG entity receiving the Services is located, excluding choice of law provisions. Should any provision of this Agreement be determined void, invalid, or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions which will remain in full force. The Parties, by their authorized representatives, have executed the Agreement as of the Effective Date.