SupplyNET Usage Policy

Client Docurnents:4818-8759-8081v13IZBG-000009I6/l/2007·Amendment #1

RIGHT TO MARKET

SupplyNET Usage

Agreement

This is a legal document. Read this Agreement carefully. On the earlier of your use of SupplyNET or clicking "I agree," you enter into this Agreement on behalf of your company and any parent, affiliate, subsidiary, or other related entity (collectively "Affiliate") each of which shall be deemed to constitute a Member. You represent and warrant that you are authorized to execute this Agreement on behalf of your company and each Affiliate. This Agreement describes the terms and conditions governing all use and access of SupplyNET and, unless otherwise agreed upon by you and STANLEY^® Engineered Fastening, all transactions between you and STANLEY^® Engineered Fastening whether or not communicated by or through SupplyNET. The term "Agreement" includes this SupplyNET Usage Agreement, STANLEY^® Engineered Fastening Conditions of Purchase, and all schedules, exhibits, attachments, policies, rules, regulations, and riders established by STANLEY^® Engineered Fastening as amended from time to time. The terms "Supplier", "Member," "you," and "your" as used in this Agreement include any person or entity that registers for or participates in SupplyNET ("Registration"), regardless of whether or not approved by STANLEY^® Engineered Fastening. Any use of SupplyNET by you or your Authorized Users binds you and your company to this Agreement. If you or any of your Authorized Users (including any of your Authorized Users who are your Affiliates) are incorporated or have a principal place of business outside of the United States or are otherwise subject to Laws outside the U.S., in addition to this Agreement, your use of SupplyNET is subject to the International Rider, which is part of this Agreement ("International Rider"). In the event of conflict between this Agreement and the International Rider, the International Rider shall control. Amendments or modifications to this Agreement will be posted on SupplyNET and will become effective within 30 days of posting. You agree to periodically review SupplyNET for amendments. Any use of SupplyNET after the 30-day time period or any subsequent transaction of business with STANLEY^® Engineered Fastening (whether or not through SupplyNET) shall constitute acceptance of the Agreement as amended. Capitalized terms shall have the meanings ascribed to them herein and in each Schedule.

1. ABOUT SUPPLYNET

STANLEY^® Engineered Fastening provides a web-based service located on the Internet at supplynet.stanleyengineeredfastening.com and/or their successors (collectively, "SupplyNET") that allows approved STANLEY^® Engineered Fastening suppliers to review product specifications, forecasts and projections for STANLEY^® Engineered Fastening’s goods and services, post or search inquiries, engage in negotiations, and close transactions with STANLEY^® Engineered Fastening. SupplyNET includes all software, network, servers, data, computers, or other hardware used to operate and maintain SupplyNET ("SupplyNET Equipment").

2. ACCESS TO SUPPLYNET

2.1 LIMITED LICENSE

During the term of this Agreement, you and your Authorized Users shall have a limited, revocable, non-transferable license, subject to the terms and conditions set forth in this Agreement, to use SupplyNET through designated CPUs only, solely to conduct the supply transactions between you and STANLEY^® Engineered Fastening. All rights not expressly granted by this limited license are reserved to STANLEY^® Engineered Fastening.  Only approved STANLEY^® Engineered Fastening Suppliers and their Authorized Users are permitted to conduct transactions through SupplyNET. STANLEY^® Engineered Fastening Suppliers and each of their Authorized Users must use only their real names on or through SupplyNET. Member and each of its Authorized Users may not use SupplyNET without first agreeing to be bound by this Agreement and having its Registration approved by STANLEY^® Engineered Fastening. Notwithstanding the foregoing, if any person or entity conducts a transaction on SupplyNET without affirmatively accepting the terms and conditions of the Agreement, including without limitation any applicable bid or offering rules, or without having a Registration approved by STANLEY^® Engineered Fastening, that person or entity shall nonetheless be bound by all the terms and conditions of this Agreement and any applicable rules.

Client Docurnents:4818-8759-8081v13IZBG-000009I6/l/2007·Amendment #1

2.2 MEMBER ADMINISTRATOR

You agree to designate a single Authorized User who shall be your agent in providing your Authorized Users with access to SupplyNET ("Administrator"). The Administrator shall be responsible for the relationship between SupplyNET and each of your Authorized Users. Only the Administrator may contact STANLEY^® Engineered Fastening to update Member and Authorized User profiles, approve new Authorized User accounts, close delinquent Authorized User accounts, and/or update transactions of your Authorized Users.

2.3 SECURITY CERTIFICATES, PASSWORDS, AND USER IDS

STANLEY^® Engineered Fastening shall issue and provide to each Administrator all security certificates, passwords, and user identifications (collectively “Passwords and User IDs") for distribution to Authorized Users. You shall keep full and accurate records of all issued, active, and inactive Passwords and User IDs. The right to use Passwords or User IDs terminates immediately upon the earlier of termination of this Agreement or an Authorized User’s employment authorization to access SupplyNET. Member is responsible for issuing, administering, updating, and ensuring that proper security measures are in effect with respect to all Passwords and User IDs. Member is solely responsible for monitoring, supervising, and terminating, when appropriate, its Authorized Users' access to SupplyNET. The use of Passwords and User IDs constitutes acts of Member and STANLEY^® Engineered Fastening may rely upon the instructions, consent given, and all action taken, without verifying the identity or authority of any person accessing SupplyNET by means of such Passwords and User IDs.

2.4 AUTHORIZED USERS

"Authorized Users" means individuals or entities who have been appointed by you to transact business through SupplyNET on your behalf; and have been assigned and issued unique Passwords and User IDs. Although each Authorized User is personally responsible for its use of SupplyNET, you are responsible for ensuring that each Authorized User is aware of and complies with this Agreement. You are responsible for the acts and omissions of your Administrator and all Authorized Users.

2.5 EQUIPMENT; AVAILABILITY

Certain hardware, software, telecommunications, and other services and equipment (collectively "Member Equipment") are required to access and use SupplyNET. You are responsible for obtaining, implementing, and operating all Member Equipment and bearing all related costs and expenses. SupplyNET strives for 7x24 availability; however, it does not guarantee the availability of SupplyNET or that access will be uninterrupted or error free. STANLEY^® Engineered Fastening reserves the right to interrupt, limit, suspend, or terminate SupplyNET from time-to-time for any purpose including, without limitation, for maintenance and upgrades provided that when practicable STANLEY^® Engineered Fastening will use commercially reasonable efforts to notify Members in advance. Neither STANLEY^® Engineered Fastening nor STANLEY^® Engineered Fastening Representatives shall be responsible or liable for any damages arising from any interruption, limitation, suspension, or termination of SupplyNET regardless of the cause.

3. LINKING AND FRAMING

SupplyNET Member Content and Enhanced Content (as defined elsewhere in this Agreement) may provide links or references to other sites and other sites may link to SupplyNET. STANLEY^® Engineered Fastening does not endorse the individuals, companies, products, or materials associated with websites that may be linked from or may link to SupplyNET from their sites. STANLEY^® Engineered Fastening is not responsible for Member Content, Member Content as formatted for Enhanced Content, and/or for any linked or referenced content and is not liable for any damages or injury arising from the linked or referenced content or websites. Member shall not: (a) provide or create a link to SupplyNET; (b) frame any SupplyNET content; or (c) include any links in Member Content to or from web pages or web sites outside SupplyNET.

4. PAYMENT

Client Docurnents:4818-8759-8081v13IZBG-000009I6/l/2007·Amendment #1

Payment with respect to any transactions made through SupplyNET shall be governed exclusively by STANLEY^® Engineered Fastening Conditions of Purchase, the latest version of which may be found at supplynet.stanleyengineeredfastening.com . In the event STANLEY^® Engineered Fastening elects, in its sole discretion, to charge fees for access to and/or use of SupplyNET, Member shall pay all fees including any transaction or subscription fees, if any, (collectively "Fees") in accordance with this Agreement and the applicable Fee Schedule. Member and Authorized Users shall not circumvent the payment of Fees, use any systems or techniques or engage in any activities or practices intended to or which in fact disrupt or otherwise interfere with STANLEY^® Engineered Fastening interest in any Fees. Unless otherwise stated, Fees will be due as provided elsewhere on SupplyNET or in the applicable invoice. Delinquent fees, may incur a late fee equal to the greater of 1.5% per month or the highest amount permitted by Law. Member is solely and exclusively responsible for all applicable value-added use, sales, property, federal, state, local or other taxes, duties, or assessments levied on SupplyNET Services and/or transactions.

5. REPRESENTATIONS AND WARRANTIES

5.1 MEMBER’S REPRESENTATIONS AND WARRANTIES

Member, for itself and on behalf of each Authorized User, represents and warrants to STANLEY^® Engineered Fastening as follows:

(a) Member and each Authorized User have read this Agreement and agree to be legally bound jointly and severally;

(b) Member and each Authorized User have the authority to enter into this Agreement for them and their Affiliates and their compliance with this Agreement will not violate any agreement to which they may be otherwise bound.

(c) Member agrees to transact business with STANLEY^® Engineered Fastening electronically through SupplyNET.

(d) Neither Member nor any of its Authorized Users shall use SupplyNET in violation of any Laws or in furtherance of any anti-competitive or collusive purposes or activities;

(e) Neither Member nor any of its Authorized Users will permit others to modify or tamper with SupplyNET or functionality provided through SupplyNET, including, without limitation, its software, "look and feel," content, or data of STANLEY^® Engineered Fastening or any other Member;

(f) Member Content and all material uploaded to SupplyNET by Member or any of its Authorized Users: (i) will not impose an unreasonable or disproportionate burden on SupplyNET Equipment; (ii) will not knowingly, after exercising commercially reasonable precautionary measures contain any viruses, malicious code, disabling devices, spiders, spyware, bots of any nature, time bombs, Trojan horses, worms, or other computer programming routines that may capture keystrokes, damage, or interfere with SupplyNET; (iii) is true and accurate; (iv) contain no links or reference to third party websites to competitive or prohibited goods or services; (v) are not fraudulent and does not involve the sale of stolen items; (vi) do not infringe upon any third party's rights, including without limitation, copyright, patent, trademark, trade secret, rights of publicity or privacy, or other proprietary rights; (vii) will not knowingly be a violation of any Laws; (viii) are not obscene, indecent, or pornographic; and (ix) are not defamatory, trade libelous, threatening, or harassing.

(g) Member and each of its Authorized Users will take reasonable precautions to preserve the confidentiality of Passwords and User IDs, the security of SupplyNET, and the privacy of other Member Confidential Information;

(h) Member and each of its Authorized Users shall not breach or attempt to breach the security or privacy of SupplyNET or that of any other Member, Authorized User, or third party that is hosting or interfacing with SupplyNET, or use or distribute software or other tools Client Docurnents:4818-8759-8081v13IZBG-000009I6/l/2007·Amendment #1 or devices designed to compromise the privacy or security or SupplyNET or its Members; (i) Member and each of its Authorized Users shall not: (i) reproduce, copy, translate, modify, adapt, create derivative works from, distribute, transmit, transfer, republish, compile or decompile, reverse engineer, (unless required by mandatory law for interoperability purposes only and then only as a last resort if Member is unable to obtain the necessary information from STANLEY^® Engineered Fastening within a reasonable time period after written request), display, remove, or delete the STANLEY^® Engineered Fastening Intellectual Property (as defined in this Agreement), or the content and information provided by STANLEY^® Engineered Fastening, its third party licensors, or other Members; (ii) allow unauthorized disclosure or copying of any part of SupplyNET or any SupplyNET content regardless of source; (iii) allow access to or use of SupplyNET or any component thereof by or for the benefit of anyone who is not an Authorized User, including without limitation, providing timeshare services, service bureau services, outsourcing, or consulting services ; (iv) engage in spamming, phishing, mail bombing, spoofing, or any other fraudulent, illegal, or unauthorized use of SupplyNET; (v) engage in any conduct that, in STANLEY^® Engineered Fastening’s sole discretion, restricts, inhibits, or adversely impacts STANLEY^® Engineered Fastening, STANLEY^® Engineered Fastening Representatives, or other Members and/or Authorized Users from using SupplyNET; (vi) remove, obscure, or alter any copyright, trademark, or other proprietary rights notices affixed to or contained within SupplyNET; or (vii) engage in or allow activity STANLEY^® Engineered Fastening deems to be inappropriate or otherwise inconsistent with of this Agreement.

j) Neither Member nor its Authorized Users will, in connection with any use of SupplyNET, obtain or attempt to obtain, or exchange or attempt to exchange, confidential or proprietary information regarding any other Member or its Authorized Users other than in the context of a bona fide purchase or sales transaction with that other Member.

5.2 STANLEY^® ENGINEERED FASTENING’s REPRESENTATIONS AND WARRANTIES STANLEY^® Engineered Fastening represents and warrants to Member that it will: (a) not knowingly use, or permit or authorize any third party to use, SupplyNET for any unlawful purpose;

(b) take commercially reasonable measures to preserve the security of SupplyNET, Passwords and User Ids, and Member Confidential Information; (c) take commercially reasonable measures to avoid the introduction to SupplyNET by STANLEY^® Engineered Fastening of any viruses, time bombs, Trojan horses, worms, or other computer programming routines that may damage or interfere with SupplyNET. (d) take reasonable measures to post accurate information with respect to its product specifications, forecasts, and projections.

6. SUPPLYNET AS A MARKETPLACE

In providing SupplyNET, STANLEY^® Engineered Fastening is only providing electronic access to STANLEY^® Engineered Fastening's supplier needs. The content published on SupplyNET may include technical inaccuracies or typographical errors. Changes may be made periodically and at any time to SupplyNET content. STANLEY^® Engineered Fastening has no control over the quality, safety, or legality of goods or services advertised, offered, or sold by Members, or the identity of any STANLEY^® Engineered Fastening Suppliers or any Authorized User, or the truth or accuracy of any information provided by STANLEY^® Engineered Fastening Suppliers or any Authorized User (including the information related to a Member's or an Authorized User's perceived or actual identity), or the ability of STANLEY^® Engineered Fastening Suppliers or any Authorized User to perform as represented or complete any transaction. Each Member is solely and exclusively responsible for its Member Content. STANLEY^® Engineered Fastening does not endorse any Member Content (including the underlying source of any Enhanced Content created on behalf of the Member). STANLEY^® Engineered Fastening has no obligation to monitor Member Content or links to or from SupplyNET. Notwithstanding the Client Docurnents:4818-8759-8081v13IZBG-000009I6/l/2007·Amendment #1 above, STANLEY^® Engineered Fastening, may take any action it deems necessary or appropriate to protect the integrity, purpose, and intent of SupplyNET and protect STANLEY^® Engineered Fastening, STANLEY^® Engineered Fastening Representatives or other parties from liability or action which interferes with or impairs STANLEY^® Engineered Fastening's relationship with any Member or other third party.

7. CONFIDENTIALITY OF INFORMATION; OWNERSHIP

The following constitutes the confidential and proprietary information of STANLEY^® Engineered Fastening or Member, as applicable ("Confidential Information").

7.1 MEMBER CONFIDENTIAL INFORMATION

With respect to Member, Confidential Information shall include the following information that is treated and identified as confidential on disclosure by Member and marked "Confidential": (a) nonpublic product, pricing information, and other materials whether in its original source form or as represented in Enhanced Content (but expressly excluding STANLEY^® Engineered Fastening's ownership rights in Enhanced Content as set forth below) (collectively, "Member Content"); (b) information which Member or any of its Authorized Users provides to other STANLEY^® Engineered Fastening Suppliers to facilitate SupplyNET transactions ("Member Transaction Information"); or (c) information about Member's business provided through the registration process ("Member Registration Information").

7.2 STANLEY^® ENGINEERED FASTENING CONFIDENTIAL INFORMATION

With respect to STANLEY^® Engineered Fastening, STANLEY^® Engineered Fastening Representatives and STANLEY^® Engineered Fastening's technology suppliers, Confidential Information shall include all information that is treated as confidential by STANLEY^® Engineered Fastening, including, without limitation, (a) SupplyNET Equipment; (b) Passwords and User IDs; (c) cookies; (d) business, technical, operational, information, new product information, projections, forecasting, training material and/or process flows, sales and marketing materials, and financial or other similar information ; (e) pricing information related to STANLEY^® Engineered Fastening's goods and services; (f) STANLEY^® Engineered Fastening Intellectual Property; (g) all content on SupplyNET other than Member Content and Member Content of another Member disclosed to you as a SupplyNET Member ; (h) all SupplyNET information and related data transactions other than Member Transaction Information; and/or (i) Aggregated Data. Confidential Information shall not include the fact that Member participates in SupplyNET and/or any information that: (a) is known to the party receiving such information at the time of disclosure; (b) is or becomes generally known to the public other than through a breach of this Agreement; (c) is independently developed by the party receiving such information without reliance on or use of such information; or (d) is rightfully provided to the party receiving such information by a third party not subject to an obligation of confidentiality.

7.3 MAINTENANCE AND DISCLOSURE OF CONFIDENTIAL INFORMATION; PRIVACY

Each party shall take commercially reasonable precautions to safeguard the confidentiality of the other party's Confidential Information and shall not disclose or use such Confidential Information except as may be permitted in this Agreement. Each party may disclose Confidential Information of another party to such of its employees, contractors, and agents who have a need to know such information in connection with the conduct of business on SupplyNET provided that each such employee, contractor, or agent has agreed to be bound by the confidentiality obligations contained in this Agreement. STANLEY^® Engineered Fastening and STANLEY^® Engineered Fastening Representatives may disclose Member Confidential Information to other STANLEY^® Engineered Fastening Suppliers of SupplyNET who are designated by Member as recipients of Member Confidential Information. Each Member shall maintain the confidentiality of all other Member Confidential Information received and shall use such information solely for the purposes for which it was provided or if accidentally disclosed shall not use it but shall return it to such Member. The parties acknowledge that any unauthorized use or disclosure of Confidential Information of another party may cause irreparable damage to such party, its third party licensors, subcontractors, and any other affected parties. If an unauthorized use or disclosure of Confidential Information occurs, the party making the unauthorized disclosure or use shall immediately notify the other party and any other affected parties and shall, at its own expense, take action to recover such Confidential Information and institute safeguards to prevent subsequent unauthorized use or disclosure. Member shall not act in connection with its activities on SupplyNET which would constitute a breach of confidentiality or invasion Client Docurnents:4818-8759-8081v13IZBG-000009I6/l/2007·Amendment #1 of privacy of any other Member in any applicable jurisdiction or fail to take any reasonable action to avoid such a breach.

7.4 OWNERSHIP/LICENSE/INTELLECTUAL PROPERTY RIGHTS

STANLEY^® Engineered Fastening retains all of its ownership rights in and to SupplyNET, STANLEY^® Engineered Fastening Confidential Information, STANLEY^® Engineered Fastening Intellectual Property, Aggregated Data, and the Enhanced Content (other than source information and material of the Member Content). With respect to Enhanced Content, unless otherwise agreed to by the parties in writing, neither STANLEY^® Engineered Fastening nor STANLEY^® Engineered Fastening Representatives shall be required to provide Member with a license to copy, use, or otherwise reproduce the Enhanced Content. Member retains all of its ownership rights in and to Member Content and Member Confidential Information. Member grants STANLEY^® Engineered Fastening a revocable, non-exclusive, worldwide, and royalty-free license for STANLEY^® Engineered Fastening and its affiliates, and their respective STANLEY^® Engineered Fastening Suppliers, directors, officers, shareholders, employees, representatives, agents, attorneys, consultants, successors and assignees, and their respective third party contractors, licensors, and suppliers (collectively, "STANLEY^® Engineered Fastening Representatives") to: (a) adapt Member Content to the SupplyNET data format requirements (Enhanced Content"); (b) display Member Content on or as a part of SupplyNET by means of any technology; (c) use Member Content to process Supplier transactions in connection with SupplyNET; (d) use Member Content in connection with performance of this Agreement; and (e) use, develop, analyze, exploit, and extract information ("Aggregated Data") from Member Content, Member Transaction Information, Member Registration Information, and other data collected, retained, stored, or accumulated through Member's or its Authorized Users' use of SupplyNET, for internal and commercial purposes, including, without limitation, for purposes of: (i) developing and making available to third parties (at no charge or for a fee) aggregated information regarding industry trends, purchasing patterns, and retail intelligence and research; (ii) performing its duties and obligations under an agreement with third party licensors or other STANLEY^® Engineered Fastening Suppliers; (iii) internal record-keeping and internal reporting by STANLEY^® Engineered Fastening or STANLEY^® Engineered Fastening Representatives; (iv) measuring the performance of third party licensors and service providers; and (v) reporting performance and other statistical information concerning SupplyNET. STANLEY^® Engineered Fastening shall not disclose Aggregated Data in a manner that reasonably permits such information to be identified with an individual Member or specific Member transaction. STANLEY^® Engineered Fastening's trade secrets, trade/service names, trade/service marks, copyrights, patents and inventions whether or not registered, any Aggregated Data, Enhanced Content, technology used to develop, operate and maintain SupplyNET, SupplyNET Equipment, and all data, software text, typefaces, graphics, logos, button icons, images, interfaces, audio clips, designs, illustrations, configurations, displays, screens, concepts, and other materials and information appearing on, displayed in connection with, embodied in, or contained within or relating to SupplyNET (such as the selection and arrangement of materials therein and the look and feel" thereof) except for Member Content (collectively "STANLEY^® Engineered Fastening Intellectual Property") are the exclusive property of STANLEY^® Engineered Fastening or STANLEY^® Engineered Fastening Representatives and are protected by applicable Laws. Member Confidential Information and all patents, inventions, trademarks, copyrights, trade names, and other intellectual property related thereto (except for the Enhanced Content), are the exclusive property of Member and are protected by applicable Laws. Any use, modification, or distribution not authorized by this Agreement of STANLEY^® Engineered Fastening Intellectual Property on SupplyNET, in whole or in part, in all forms, media, and technologies now existing or hereafter developed, is strictly prohibited. Nothing contained herein shall be construed as conferring to Member or its Authorized Users in any manner, whether by implication, estoppel or otherwise, any license, title, or ownership of or to any STANLEY^® Engineered Fastening Intellectual Property.

8. DISCLAIMERS AND LIMITATION OF LIABILITY

8.1 DISCLAIMERS

Client Docurnents:4818-8759-8081v13IZBG-000009I6/l/2007·Amendment #1 MEMBER'S USE OF STANLEY^® ENGINEERED FASTENING DATA OR CONTENT OTHER THAN THAT PROVIDED ON THE MOST CURRENT VERSION OF SUPPLYNET IS AT MEMBER’S SOLE RISK. SUPPLYNET SERVICES, INCLUDING WITHOUT LIMITATION, USE OF PASSWORDS AND IDS, ALL CURRENCY CONVERSION, DATE AND TIME CONVERSION, LANGUAGE TRANSLATION SERVICES, SECURITY, PERFORMANCE, AVAILABILITY, MEMBER PARTICIPATION, ACCURACY OF MEMBER DATA, MEMBER CONTENT (INCLUDING ENHANCED CONTENT), MEMBER GOODS, SERVICES, AND TRANSACTIONS, INCLUDING CONTENT CONTAINED ON THIRD PARTY SITES LINKED TO OR FROM SUPPLYNET, ARE PROVIDED "AS IS" AND "AS AVAILABLE". STANLEY^® ENGINEERED FASTENING AND STANLEY^® ENGINEERED FASTENING REPRESENTATIVES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT THERETO AND EXPRESSLY DISCLAIM ALL LIABILITY FOR DIRECT AND INDIRECT DAMAGES, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, INFORMATIONAL CONTENT (OTHER THAN POSTED STANLEY^® ENGINEERED FASTENING SPECIFICATION DATA), AND ANY WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. STANLEY^® ENGINEERED FASTENING AND STANLEY^® ENGINEERED FASTENING REPRESENTATIVES ALSO EXPRESSLY DISCLAIM THE APPLICATION OF ANY PROVISIONS OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (ALSO COMMONLY REFERRED TO AS THE VIENNA CONVENTION) AND HEREBY OPTS OUT OF THE APPLICATION OF THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT ('UCITA'). MEMBER ACCEPTS FULL RESPONSIBILITY FOR ANY SUPPLYNET TRANSACTIONS MADE BY MEMBER OR ITS AUTHORIZED USERS. ORAL STATEMENTS DO NOT CONSTITUTE WARRANTIES AND ARE NOT PART OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT. THE FOREGOING DISCLAIMERS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8.2 LIMITATION OF LIABILITY.

STANLEY^® ENGINEERED FASTENING AND STANLEY^® ENGINEERED FASTENING REPRESENTATIVES (INCLUDING WITHOUT LIMITATION, STANLEY^® ENGINEERED FASTENING'S THIRD PARTY SUPPLIERS, LICENSORS, OR CONTRACTORS) SHALL NOT BE LIABLE FOR ANY INDIRECT (INCLUDING WITHOUT LIMITATION AS AN INDEMNITOR OF MEMBER), INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, CORRUPT OR UNAVAILABLE DATA, LOSS OF DATA USE, LOST OPPORTUNITY, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS, OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF, OR IN ANY WAY RELATING TO SUPPLYNET OR DISRUPTION THEREOF, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN, OR FORESEEABLE, EVEN IF STANLEY^® ENGINEERED FASTENING OR STANLEY^® ENGINEERED FASTENING REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, STANLEY^® ENGINEERED FASTENING AND STANLEY^® ENGINEERED FASTENING REPRESENTATIVES SHALL NOT BE LIABLE TO ANY NON-SUPPLYNET MEMBER OR AUTHORIZED USER FOR DIRECT OR INDIRECT DAMAGES RESULTING FROM, ARISING OUT OF, OR IN ANY WAY RELATED TO SUPPLYNET OR DISRUPTION TO OR LOSS OF QUIET USE THEREOF. NOTWITHSTANDING THIS SECTION, STANLEY^® ENGINEERED FASTENING'S AND STANLEY^® ENGINEERED FASTENING REPRESENTATIVES' TOTAL AGGREGATE LIABILITY TO MEMBER AND ITS AUTHORIZED USERS, FOR CLAIMS RELATED TO THIS AGREEMENT OR SUBJECT MATTER THEREOF, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE, SHALL NOT EXCEED FEES ACTUALLY PAID BY MEMBER IN ACCORDANCE WITH THE FEE SCHEDULE DURING THE THIRTY (30) DAYS PRECEDING THE DATE THE CLAIM FIRST AROSE. MEMBER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE A CONDITION OF STANLEY^® ENGINEERED FASTENING ENTERING INTO THIS AGREEMENT WITH MEMBER AND ARE REFLECTED IN THE FEES BEING CHARGED TO MEMBER FOR ACCESS TO AND THE USE OF Client Docurnents:4818-8759-8081v13IZBG-000009I6/l/2007·Amendment #1 SUPPLYNET. THE FOREGOING LIMITATION OF LIABILITY SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY LAW

9. INDEMNIFICATION

Member shall and hereby does defend, indemnify, and hold STANLEY^® Engineered Fastening and STANLEY^® Engineered Fastening Representatives harmless from and against any and all claims, losses, damages, liabilities, obligations, judgments, causes of action, costs, charges, and expenses (including without limitation, reasonable attorneys' and consultants' fees and such fees and penalties as any exchanges or third party licensors may impose) arising out of or in connection with: (a) any breach of this Agreement by Member and/or its Authorized Users; (b) any failure of Member and/or its Authorized Users to comply with the requirements of, or contractual obligations imposed by any third party; (c) any Member negligence, recklessness, or willful misconduct; (d) any violation of, or noncompliance with, Laws; (e) any dispute, alleged or actual, between/among Member, another Member, and/or a third party; or (f) any claim arising out of or with respect to your or another Member's Member Content, Member Transaction Information, or Member Confidential Information (excluding a claim of STANLEY^® Engineered Fastening's breach of the obligation to preserve the secrecy of Member Confidential Information). Member's obligations under this Section do not apply to the extent that claims are directly caused by the gross negligence of STANLEY^® Engineered Fastening.

10. TERM AND TERMINATION

10.1 TERM

The term of this Agreement shall commence on the date accepted as provided in this Agreement by Member ("Effective Date") and shall continue until terminated in accordance with Section 10.2.

10.2 TERMINATION

STANLEY^® Engineered Fastening shall have the right to terminate this Agreement or otherwise limit Member's access to SupplyNET at any time, with or without notice to Member and without incurring any liability or obligation in connection therewith. Member may terminate this Agreement at any time upon thirty (30) calendar days' written notice to STANLEY^® Engineered Fastening. Upon termination at any time for convenience or upon any breach of this Agreement by Member or its Authorized Users, STANLEY^® Engineered Fastening shall have no obligation to refund any Fees if any are paid by Member hereunder, any outstanding commitments by Member to pay subscription or similar fees hereunder shall become immediately due and payable and Member shall be responsible for the payment of such fees as well as any fees if any for transactions that were originated, negotiated, consummated, or otherwise engaged in, in whole or in part, using SupplyNET prior to the effective date of termination; provided, that if the termination was by Member due to STANLEY^® Engineered Fastening's default or by STANLEY^® Engineered Fastening for its convenience, STANLEY^® Engineered Fastening shall refund to Member any prepaid Fees paid by Member hereunder on a pro-rata or other equitable basis.

10.3 TERMINATION OF USE

Upon any termination of this Agreement, all rights to Member Content (except for STANLEY^® Engineered Fastening's ownership rights in Enhanced Content and STANLEY^® Engineered Fastening's rights to Aggregate Data) granted to STANLEY^® Engineered Fastening hereunder shall terminate and STANLEY^® Engineered Fastening shall discontinue any use of Member Content and Enhanced Content. Notwithstanding the foregoing, STANLEY^® Engineered Fastening shall have the right to use or display the Member Content and Enhanced Content in connection with any incomplete transaction which can only be completed with such Member Content or Enhanced Content. Upon any termination of this Agreement, all rights granted to Member and its Authorized Users hereunder shall cease, and Member and its Authorized Users shall immediately discontinue use of SupplyNET and the Passwords and User IDs and STANLEY^® Engineered Fastening and STANLEY^® Engineered Fastening Representatives shall have the right to pursue any other remedies available to it at law or in equity.

10.4 SURVIVAL

Definitions wherever provided, the preamble, the terms of Sections 2, 4, 5.1 through 26, and any other provisions or terms, that by their nature should survive, shall survive the expiration or termination of this Agreement.

Client Docurnents:4818-8759-8081v13IZBG-000009I6/l/2007·Amendment #1

11. EQUITABLE RELIEF

The parties acknowledge that any breach of their obligations under this Agreement may cause irreparable injury to the other party (or, with respect to STANLEY^® Engineered Fastening, STANLEY^® Engineered Fastening Representatives) for which such party may have inadequate remedies at law and, therefore, the parties (or, with respect to STANLEY^® Engineered Fastening, STANLEY^® Engineered Fastening Representatives) shall be entitled to equitable relief in addition to all other available remedies.

12. RELATIONSHIP BETWEEN STANLEY^® ENGINEERED FASTENING AND STANLEY

ENGINEERED FASTENING SUPPLIERS

Neither party is the partner, joint venture, or agent of the other by virtue of this Agreement.

13. ASSIGNMENT

Member shall not assign or otherwise transfer this Agreement, in whole or in part (including by operation of law), nor delegate or subcontract any of its rights or obligations hereunder, without STANLEY^® Engineered Fastening's prior written consent . STANLEY^® Engineered Fastening shall have the right to assign this Agreement and/or the operation of SupplyNET, in whole or in part, to a third party at any time upon notice to Member.

14. FORCE MAJEURE

Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement, excluding payment obligations, due to circumstances beyond its reasonable control resulting from natural disaster, actions of the government, fires, floods, strikes, slowdowns or other labor disputes, civil disturbances or terrorism, power, communications, satellite, or network failures or interruptions or failures or interruptions of third party suppliers or licensors

15. STATUTE OF LIMITATIONS/LITIGATION FEES

Any claim by a Member arising out of or in connection with this Agreement shall be brought within one year of the date on which the claim first arose. In the event any legal action is taken by either party to enforce the terms of this Agreement, the non-prevailing party shall pay all related court costs and expenses, including without limitation, the prevailing party's reasonable consultants' and attorneys' fees.

16. GOVERNING LAW; EXCLUSIVE JURISDICTION

This Agreement and all rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement or SupplyNET shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware, USA (excluding any conflict of law’s provisions of the State of Delaware which would refer to and apply the substantive laws of another jurisdiction). Any suit or proceeding relating to this Agreement, including arbitration proceedings, shall be brought in the U.S. courts, state and federal, located in or having jurisdiction over City of Wilmington, State of Delaware, USA. THE PARTIES HEREBY CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, LOCATED IN OR HAVING JURISDICTION OVER WILMINGTON, DELAWARE.

17. COMPLIANCE WITH LAWS

Member and each of its Authorized Users is now and, during the term of this Agreement, shall continue to be in compliance with all applicable laws, statutes, rules, regulations, and policies of all applicable countries and instrumentalities, political subdivisions thereof and the like, including without limitation, all nations, states, provinces, and territories (collectively, the "Laws"), including, without limitation, laws governing data protection, export control, antitrust and competition Laws, and all Laws relating to use of SupplyNET and the formation, consummation, and enforceability of any transactions by and among STANLEY^® Engineered Fastening Suppliers. Member and each of its Authorized Users shall not engage in, nor is Member or any of its Authorized Users currently engaged in, the operation of any unlawful transactions or business, and neither Member nor any of its Authorized Users shall use, nor shall Member or any of its Authorized Users knowingly permit or authorize any third party to use, SupplyNET for any unlawful purpose; Client Docurnents:4818-8759-8081v13IZBG-000009I6/l/2007·Amendment #1

18. NOTICES

Any notice required or permitted to be delivered pursuant to this Agreement shall be in writing and shall be deemed delivered: (a) upon personal delivery with confirmation of receipt; (b) upon confirmed delivery if sent via United States mail, registered or certified mail, return receipt requested, postage prepaid or (c) upon confirmed delivery if sent via recognized national courier. All notices shall be in English. Notices to Member shall be addressed to the address provided by the Administrator in the Registration Information. Notices to STANLEY^® Engineered Fastening shall be addressed as follows or to such other address as may be specified in a notice:

STANLEY^® Engineered Fastening

4 Corporate Drive

Shelton, CT 06484 USA

Attention: SupplyNet

Client Docurnents:4818-8759-8081v13IZBG-000009I6/l/2007·Amendment #1

19. ELECTRONIC ACCEPTANCE

In dealings between STANLEY^® Engineered Fastening and Member, STANLEY^® Engineered Fastening shall be entitled to rely upon any assent by a person using the Password and User ID assigned to Member's Administrator.

20. AUDIT RIGHTS

STANLEY^® Engineered Fastening shall have the right, upon reasonable notice to Member during normal business hours, to periodically conduct an audit of Member's usage, subject to the confidentiality provisions of this Agreement, in order to verify Member's compliance with this Agreement. 

21. RIGHT TO MARKET

STANLEY^® Engineered Fastening may disclose that Member is approved to conduct or is conducting business through SupplyNET and may provide a brief description of Member's business and appropriate Member contact information to current and potential customers, other Members, STANLEY^® Engineered Fastening Suppliers, and/or in marketing and advertising material promoting STANLEY^® Engineered Fastening and/or SupplyNET.

22. WAIVER

The parties expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Agreement. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement shall not be deemed to be a waiver or modification by either party of any of its rights under this Agreement.

23. SEVERABILITY

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, such holding shall not affect the validity or enforceability of the other provisions of this Agreement.

24. LANGUAGE

The parties hereby confirm their express wish that this Agreement and all documents relating thereto be drawn up in English only and only the English version of this Agreement is binding. In the event any non-English translation is provided of the Agreement or any component thereof, such translation shall be deemed provided for convenience purposes only, shall not be legally binding, and the relationship between the parties shall be interpreted and enforced in accordance with the English language version of this Agreement or any applicable component thereof. Orders, notices, and other correspondence between the parties shall be in the English language.

25. ENTIRE AGREEMENT

This Agreement as amended from time to time, together with the Registration Information, STANLEY^® Engineered Fastening Conditions of Purchase; all Schedules including all International Riders, Antitrust Policy, Export Control Policy, Privacy Policy, or other policies, exhibits, regulations, and/or riders adopted by STANLEY^® Engineered Fastening from time to time; applicable rules and the Fee Schedule, if any; each as may be modified from time to time, constitutes the complete and entire agreement between the parties and supersedes any prior or contemporaneous agreements or understandings between the parties with respect to its subject matter.

Client Docurnents:4818-8759-8081v13IZBG-000009I6/l/2007·Amendment #1

SCHEDULE I

EXPORT CONTROL POLICY

Member acknowledges that goods and services sold, licensed, or otherwise transferred via SupplyNET are subject to export control laws, regulations, and other directives of various countries ("Export Control Laws"). To the extent such Export Control Laws are applicable, Member represents and warrants that it and each of its Authorized Users will comply fully with all such applicable Export Control Laws, including any provisions relating to reporting or disclosure requirements. For purposes of illustration, U.S. Export Control Laws and regulations apply (without limitation) to the export from the U.S. of munitions, dual use, and other items (goods, services, software, technical data (blueprints, technical specifications, etc.), and also restrict exports (or reexports) to, and other transactions with, a number of countries and end users. Countries subject to a particularly high level of scrutiny currently include (without limitation) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Afghanistan, and Syria, as do any terrorism-sponsoring organizations or international narcotics traffickers; all country and entity lists are subject to change by the U.S. government. End user restrictions apply to individuals and entities identified by the U.S. government in the Federal Register from time-to-time. U.S. Export Control Laws are administered (without limitation) by the Departments of State, Commerce, Treasury, Energy, Transportation, and Interior, as well as the Food and Drug Administration, Federal Maritime Commission, and Nuclear Regulatory Commission. Member and each of its Authorized Users shall not transfer, export, or re-export goods or services licensed or sold via SupplyNET to customers or any intermediate entity in the chain of supply if Member or any of its Authorized Users knows, has reason to know, or is informed that such goods or services will be used for or in any prohibited end uses, including without limitation, the design, development, production, stockpiling, or use of missiles, chemical, or biological weapons or for nuclear end uses without obtaining prior authorization from the U.S. Government. Without limiting its other obligations specified herein, Member shall implement procedures to ensure compliance with the Export Control Laws by its Authorized Users and shall audit the effectiveness of such procedures and make improvements to address any deficiencies. Member acknowledges and agrees that: (a) Member is solely responsible for obtaining appropriate legal advice related to its compliance with the Export Control Laws and the applicability of the Export Control Laws to any particular transaction; (b) STANLEY^® Engineered Fastening and STANLEY^® Engineered Fastening Representatives have no responsibility or liability for the compliance of any transaction executed through SupplyNET; (c) Member's indemnification obligations under the Agreement are applicable if Member or its Authorized Users fail to comply with or violate any applicable Export Control Laws; (d) STANLEY^® Engineered Fastening shall have the right to: (i) terminate or suspend any transaction or the access of Member and/or its Authorized Users without incurring any liability in the event STANLEY^® Engineered Fastening believes a violation of this Export Control Policy will or has occurred; (ii) report any violation or suspected violation to governmental authorities to which notification is appropriate or may be required; or (iii) pursue any additional rights and remedies available at law or in equity. STANLEY^® Engineered Fastening may amend the provisions of this Export Control Policy at any time and with or without notice. Capitalized terms herein shall have the meanings ascribed to them herein or in the Agreement.

Client Docurnents:4818-8759-8081v13IZBG-000009I6/l/2007·Amendment #1

SCHEDULE 2

ANTITRUST POLICY

SupplyNET shall not be used by any Member or its Authorized Users to further any anti-competitive or collusive conduct, or to engage in other activities that could violate any applicable Antitrust Laws or otherwise impair full and fair competition. All STANLEY^® Engineered Fastening Suppliers and their Authorized Users must conduct their business activities in full compliance with all applicable Antitrust Laws. Member acknowledges that its participation in SupplyNET may be subject to antitrust and competition laws, regulations, rules, and directives of various countries ("Antitrust Laws"). To the extent that such Antitrust Laws are applicable, Member represents and warrants that it will comply fully with all such applicable Antitrust Laws. Member acknowledges and agrees that (a) it is solely responsible for obtaining appropriate legal counsel to ensure that its and its Authorized Users conduct and use of SupplyNET comply fully with all applicable Antitrust Laws; (b) Member shall implement internal security processes and procedures to govern its use of SupplyNET; (c) STANLEY^® Engineered Fastening and STANLEY^® Engineered Fastening Representatives have no responsibility or liability for Member's compliance with applicable Antitrust Laws; and (d) Member's indemnification obligations under the Agreement are applicable if Member or its Authorized Users fail to comply with or violate any applicable Antitrust Laws. Member further agrees that neither it nor its Authorized Users will, in connection with any use of SupplyNET directly or indirectly reach or attempt to reach agreements or understandings with one or more of its competitors to (e) set or establish minimum or maximum prices or standardize the method by which prices are calculated; (f) allocate any market by geography, customer, product, or any other means; (g) reduce output production, rates, product development, or innovation in any market (h) engage in a group boycott of one or more customers suppliers or buyers for any reason; (i) further or attempt to further any anti-competitive conduct; j) post or communicate: (i) unpublished prices or fees for any product or service, except to a Member to whom a proposed price or fee is being quoted in connection with negotiating or reaching a specific bona fide purchase or sale agreement; (ii) to a competitor with the intention of changing prices or fees in the future; (iii) to a competitor proposed future prices or fees; (iv) to a competitor terms of sale with specific customers; (v) intentions to bid or not to bid for a contract, provided that a Member's decision to respond or not respond to a request for quotes or invitation to bid shall not constitute a breach of this clause; or (vi) any codes or other devices that enable other STANLEY^® Engineered Fastening Suppliers to calculate otherwise unpublished prices or fees, or that communicate intentions or proposals to change prices or fees.. STANLEY^® Engineered Fastening may: (a) terminate or suspend any transaction or the access of Member and its Authorized Users without incurring any liability in the event that STANLEY^® Engineered Fastening believes Member or its Authorized Users have violated or may violate this Antitrust Policy; (b) report any violation or suspected violation to governmental authorities to which notification is appropriate or may be required; or (c) pursue any additional rights and remedies available at law or equity. STANLEY^® Engineered Fastening may amend this Antitrust Policy in its sole and absolute discretion at any time. Capitalized terms herein shall have the meanings ascribed to them herein or in the Agreement.

Client Docurnents:4818-8759-8081v13IZBG-000009I6/l/2007·Amendment #1

SCHEDULE 3

PRIVACY POLICY

This Privacy Policy sets forth the policy of STANLEY^® Engineered Fastening with respect to information STANLEY^® Engineered Fastening collects from SupplyNET's Members and Authorized Users (collectively "Users") as those terms may be defined in the SupplyNET Usage Agreement and its attachments (the "Agreement"). Capitalized terms used herein shall have the same meanings ascribed to them herein and in the Agreement.

1. COLLECTION AND USE OF INFORMATION

A. Registration Information

In order to use SupplyNET, a User must first register and provide Member Registration Information. STANLEY^® Engineered Fastening uses the Member Registration Information to approve initial participation in SupplyNET and communicate with Users. STANLEY^® Engineered Fastening reserves the right to disclose User company names to other Users and to third parties to further the purpose and intent of SupplyNET and for promotional and other legitimate business purposes.

B. User Information

Users communicate and exchange information with STANLEY^® Engineered Fastening and other Users in connection with their business relationship with each other and with STANLEY^® Engineered Fastening (collectively, "User Information"). User Information also includes Member Content and Member Transactional Information as defined in the Agreement. Except as provided herein and the Agreement, STANLEY^® Engineered Fastening will not disclose User Information to third parties without the consent of the applicable User.

C. Tracking Information

When a User accesses SupplyNET, SupplyNET captures records and retains general data about the User's usage of SupplyNET including, without limitation, the User's domain name, the web page(s) from which the User entered SupplyNET, the web page(s) which the User visited on SupplyNET, and the amount of time the User spent on each web page of SupplyNET (collectively, "Tracking Information"). STANLEY^® Engineered Fastening uses Tracking Information for a variety of purposes, including determining the demographics of Users and developing statistics and general information about SupplyNET and the transactions occurring through SupplyNET. Except as provided herein and the Agreement, STANLEY^® Engineered Fastening will not disclose Tracking Information in a manner that permits such information to be identified with an individual User or specific transaction.

D. Cookies

A "cookie" is a small piece of information sent by a web server to be stored on a web browser so it can later be read back from that web browser. SupplyNET is organized and presented based on STANLEY^® Engineered Fastening's analysis of its needs and the aggregate usage of the site. The information collected from cookies may be used to provide and improve the functionality of SupplyNET. Cookies are also useful in allowing more streamlined User login, tracking data and preserving information between sessions. Cookies may play an integral part in assuring that information provided to Users will be most relevant to their needs. Users should also be aware that if they do disable cookies, information entered not resulting in a transaction or completed form/registration may be lost at the end of each session.

E. Other Information

Users may choose to send STANLEY^® Engineered Fastening a question via e-mail, register for a special service, or otherwise communicate with STANLEY^® Engineered Fastening. STANLEY^® Engineered Fastening uses such information to communicate with Users and to enhance SupplyNET to better meet the needs of Users. Except as provided herein and the Agreement, STANLEY^® Engineered Fastening will not disclose such information in a manner that reasonably permits such information to be identified with an individual User or specific User transaction.

2. PERMISSIBLE USES OR DISCLOSURES

Client Docurnents:4818-8759-8081v13IZBG-000009I6/l/2007·Amendment #1

A. Aggregated Data

STANLEY^® Engineered Fastening may use, develop, analyze, exploit, and extract information, in aggregated form only and in a form which does not specifically identify User or specific transactions of User on SupplyNET ("Aggregated Data") from User's Registration Information, User Information, Tracking Information, and other data collected, retained, stored, or accumulated through a User's use of SupplyNET, for internal and commercial purposes, including, without limitation, for purposes of: (i) developing and making available to third parties aggregated information regarding trends, purchasing patterns, intelligence, and research; (ii) performing its duties and obligations under an agreement with third party licensors or other users; (iii) internal record keeping and internal reporting by STANLEY^® Engineered Fastening; (iv) measuring the performance of third party licensors and service providers; and (v) reporting performance and other statistical information concerning SupplyNET. STANLEY^® Engineered Fastening will not report Aggregate Data in a manner that reasonably permits such information to be identified with an individual User or specific User transaction.

B. Disclosure

STANLEY^® Engineered Fastening may disclose User's Registration Information, User Information, or Tracking Information if STANLEY^® Engineered Fastening is required to make such a disclosure under applicable laws. In addition, User acknowledges that STANLEY^® Engineered Fastening reserves the right to disclose a User's Registration Information, User Information, Tracking Information, and other data collected, retained, stored, or accumulated through a User's use of SupplyNET to report a violation or suspected violation of applicable laws to governmental authorities to which notification is appropriate or may be required and otherwise to protect SupplyNET, STANLEY^® Engineered Fastening, STANLEY^® Engineered Fastening Representatives, a Member, and/or Authorized User.

3. OPT OUT

Participation in SupplyNET is voluntary. To opt-out of receiving communications from STANLEY^® Engineered Fastening, Users should send a notice to STANLEY^® Engineered Fastening at the address delineated for notices in the Agreement. Notwithstanding any such opt-out request, STANLEY^® Engineered Fastening retains the right to retain information provided by and collected about Users on SupplyNET prior to receipt of the opt-out request and disclose such information as set forth in this Privacy Policy and the Agreement. Requests to review change or update information previously provided by Users to SupplyNET may be made by sending an e-mail to STANLEY^® Engineered Fastening.

4. UPDATES TO THE PRIVACY POLICY

Updates to the Privacy Policy will be posted on SupplyNET.

Client Docurnents:4818-8759-8081v13IZBG-000009I6/l/2007-Amendment #1

INTERNATIONAL RIDER

Use of SupplyNET outside the United States of America and/or by Members who are not citizens of the United States of America may be subject to the terms and conditions of this International Rider. In such event, Member and STANLEY^® Engineered Fastening intend and agree that the Agreement shall be governed, construed, and enforced in accordance with Section 16 (Governing Law; Exclusive Jurisdiction) of the Agreement (hereinafter, the "Governing Law and Exclusive Jurisdiction Provision"). Nevertheless, in the event: (i) any court of competent jurisdiction other than the courts of the jurisdiction set forth in the Agreement is entitled to exercise jurisdiction over the interpretation or enforcement of the Agreement or the provision of the services of SupplyNET to a particular Member or group of STANLEY^® Engineered Fastening Suppliers, or (ii) the law of any other jurisdiction ("Local Law") is held applicable to the interpretation or enforcement of the Agreement or the provision of the services of SupplyNET to a particular Member or group of STANLEY^® Engineered Fastening Suppliers, then Member and STANLEY^® Engineered Fastening intend and agree that the following shall apply, in the order specified:

(a) To the maximum extent permitted by Local Law, the parties intend that the Agreement shall be enforced in accordance with its terms, including, without limitation, in accordance with Governing Law and Exclusive Jurisdiction Provision;

(b) Certain jurisdictions may prohibit, or may not enforce, an exclusion by a party from, or limitation by a party of, liability arising from the willful misconduct and/or gross negligence of such party, and to the extent the Agreement is subject to Local Law which prohibits such exclusions or limitations, any provision in the Agreement which excludes or limits liability in respect of willful misconduct and/or gross negligence shall be deemed amended, as narrowly and specifically as possible and only for the purpose of the agreement between STANLEY^® Engineered Fastening and Member, to exclude any reference or application to willful misconduct and/or gross negligence;

(c) Certain jurisdictions may prohibit, or may not enforce, an exclusion by a party from, or limitation by a party of, liability relating to certain types of damages (such as personal injury or death), and to the extent the Agreement is subject to Local Law which prohibits such exclusions or limitations, any provision in the Agreement which excludes or limits liability in respect of such damages shall be deemed amended, as narrowly and specifically as possible and only for the purpose of the agreement between STANLEY^® Engineered Fastening and Member, to exclude any reference or application to such damages;

(d) Certain jurisdictions may prohibit, or may not enforce, the disclaimer or exclusion of claims

which a party may have against a third party ("Third Party Exclusion"), and to the extent any provision in the Agreement would be held unenforceable under Local Law which prohibits such exclusions or limitations, such provision shall be deemed amended, as narrowly and specifically as possible and only for the purpose of the Agreement between STANLEY^® Engineered Fastening and Member, to exclude reference or application to any such Third Party Exclusion. In such event, Member agrees to enter into agreements with any third party licensors and service providers of STANLEY^® Engineered Fastening to provide such licensors and service providers with comparable protection as would have been provided by the applicable provisions of the Agreement prior to any amendment of such provisions;

(e) Certain jurisdictions may prohibit, or may not enforce, the disclaimer or exclusion of certain types of damages or liability (collectively, an "Unlawful Exclusion"), and to the extent any provision in the Agreement would be held unenforceable under Local Law which prohibits such exclusions or limitations, such provision shall be deemed amended, as narrowly and specifically as possible and only for the purpose of the agreement between STANLEY^® Engineered Fastening and Member, to exclude reference or application to any such Unlawful Exclusion;

(f) Certain jurisdictions may prohibit, or may not enforce, a limitation on a party's aggregate liability in respect of certain types of liability ("Unlawful Limitation"), and to the extent any provision in the Agreement would be held unenforceable under Local Law which prohibits such exclusions or limitations, such provision shall be deemed amended, as narrowly and specifically as possible and only for the purpose of the agreement between STANLEY^® Engineered Fastening and Member, to Client Docurnents:4818-8759-8081v13IZBG-000009I6/l/2007-Amendment #1 exclude reference or application to any such Unlawful Limitation;

(g) Certain jurisdictions may prohibit, or may not enforce, a disclaimer or exclusion of certain warranties or conditions which may arise from Local Law or otherwise ("Unlawful Disclaimer"), and to the extent any provision in the Agreement would be held unenforceable under Local Law, such provision shall be deemed amended, as narrowly and specifically as possible and only for the purpose of the agreement between STANLEY^® Engineered Fastening and Member, to exclude reference or application to any such Unlawful Disclaimer;

(h) Certain jurisdictions may prohibit, or may not enforce, an obligation by one party to indemnify another party for certain types of actions, failures, violations, or other conduct of the indemnified party ("Unlawful Indemnification"), and to the extent any provision in the Agreement would be held unenforceable under Local Law which prohibits such indemnification, such provision shall be deemed amended, as narrowly and specifically as possible and only for the purpose of the agreement between STANLEY^® Engineered Fastening and Member, to exclude reference or application to any such Unlawful Indemnification;

(i) Certain jurisdiction may prohibit, or may not enforce, a limitation of remedies to any exclusive remedy that may be specified in the Agreement and in such case, any such exclusive remedy specified in the Agreement shall be deemed inapplicable but the applicable party's liability shall nevertheless be subject to all other exclusions and limitations contained in the Agreement;

j) Certain jurisdictions may impose an obligation on a party to comply with certain Local Law and to the extent any provision in the Agreement would be held unenforceable under Local Law for attempting to exclude the obligation to comply with such Local Law, such provision shall be deemed amended, as narrowly and specifically as possible and only for the purpose of the agreement between STANLEY^® Engineered Fastening and Member, to remove the exclusion of the obligation to comply with such Local Law;

(k) Certain jurisdictions may impose an obligation on a party to pay in its currency ("Local Currency"). To the extent permitted by applicable law, any payment obligations under this Agreement will not be discharged or satisfied except to the extent payment results in the actual receipt by the pertinent party of the full amount of all fees payable. A party shall act in a commercially reasonable manner and in good faith when converting Local Currency into U.S. Dollars (and vice versa) but shall not be liable with respect to such conversion. If for any reason Local Currency falls short of the amount due under this Agreement, the pertinent party will, to the extent permitted by applicable law, immediately pay such additional amount in the Local Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Local Currency exceeds the amount payable in respect of this Agreement, the pertinent party will credit or refund promptly the amount of such excess. Should STANLEY^® Engineered Fastening be the converting party, it shall be reimbursed for any premiums and costs of exchange payable in connection with the purchase of or conversion from Local Currency into U.S. Dollars.

(l) If any provision of the Agreement is held to be contrary to Local Law, such provision shall be modified as narrowly as necessary as to conform to Local Law. Any amendment required to be made by the foregoing shall be made in a manner so as to best accomplish the objectives of the original provision to the fullest extent allowed by Local Law. The remaining provisions of the Agreement shall remain in full force and effect.