AI, HPC, AND DIGITAL INFRASTRUCTURE PROCUREMENT PROCESS

TSN’s procurement process has been established in coordination with its network of manufacturers, suppliers, technology partners, compliance professionals, financial institutions, and logistics providers.

All prospective buyers, end users, representatives, consultants, brokers, and intermediaries must work within this process. TSN will not bypass, materially modify, or disregard its documentation, compliance, qualification, approval, or payment requirements to accommodate another party’s internal procedures or preferred transaction structure.

If a prospective buyer, end user, representative, or intermediary is unwilling or unable to comply with 

this framework, TSN may discontinue the opportunity, and the party should pursue alternative sources.

TSN is willing to work with qualified brokers, consultants, introducers, buyer representatives, and other intermediaries, provided that the intermediary has a legitimate, direct, and verifiable relationship with the actual buyer or ultimate end user.

For purposes of this process, a “Direct Intermediary” means a party that:

• Is directly engaged by, authorized by, or in direct communication with the actual buyer or ultimate end user;
• Has direct access to the buyer’s authorized decision-makers;
• Has the ability to arrange direct communications between TSN and the buyer or ultimate end user;
• Is not acting through another broker, consultant, mandate, introducer, or intermediary;
• Has accurately disclosed its role, authority, and relationship to the buyer or end user; and
• Is authorized to provide the buyer’s identity, purchasing requirements, and required transaction information to TSN.

TSN generally will not participate in transactions involving multiple layers or chains of brokers, intermediaries, mandates, consultants, introducers, or other representatives between TSN and the actual buyer or ultimate end user.

An intermediary claiming to be direct to the buyer or end user must be prepared, upon TSN’s request, to:

• Identify the actual purchasing entity;
• Identify the ultimate end user;
• Explain the nature of its relationship with the buyer or end user;
• Provide reasonable evidence of its authority, engagement, or direct relationship;
• Arrange a direct conference call, video meeting, or other communication between TSN and the buyer or end user; and
• Facilitate the timely delivery of all required KYC, EUC, ownership, end-use, financial, technical, and compliance documentation.

An intermediary’s introduction of another broker, consultant, mandate, representative, or intermediary will not be treated as the introduction of an actual buyer or ultimate end user.

If a party represents that it is working directly with a buyer or end user but subsequently presents another broker, consultant, mandate, representative, or intermediary as the buyer or buyer’s representative:

1. TSN will have no obligation to compensate the original introducing party unless TSN expressly agrees otherwise in a separate written agreement signed by an authorized representative of TSN;
2. The original introducing party must seek any compensation solely from the broker, consultant, intermediary, mandate, representative, or other party that it introduced to TSN;
3. TSN will not be responsible for dividing, distributing, administering, guaranteeing, or resolving any commission, fee, participation, or compensation arrangement among intermediary parties;
4. TSN may elect to communicate or transact directly with the newly introduced intermediary, provided that the newly introduced party has a legitimate and verifiable direct relationship with the actual buyer or ultimate end user; and
5. TSN may decline, suspend, or terminate the opportunity if the intermediary structure is unclear, excessive, misleading, unverifiable, commercially impractical, or creates compliance concerns.

No broker, intermediary, consultant, mandate, introducer, or buyer representative is entitled to any commission, fee, participation, or other compensation from TSN merely because it:

• Provided information;
• Forwarded a product request;
• Participated in a call or communication;
• Introduced another intermediary;
• Claimed to represent a buyer;
• Shared TSN information with another party; or
• Assisted with preliminary discussions.

Any compensation payable by TSN must be expressly set forth in a separate written fee, introduction, consulting, or compensation agreement executed by TSN.

Unless a written agreement signed by TSN expressly provides otherwise, no compensation will be earned or payable unless:

• The introduced party is the actual buyer or ultimate end user, or is directly authorized by the actual buyer or ultimate end user;
• The introduction was made in accordance with TSN’s procedures;
• The transaction is accepted, documented, and completed through TSN;
• TSN participates in the transaction through closing;
• TSN receives the fees, margins, commissions, or other compensation upon which the intermediary’s compensation is based;
• All required compliance, documentation, payment, delivery, and acceptance conditions are satisfied; and
• The intermediary has fully complied with its obligations to TSN.

Each intermediary is solely responsible for compensating any sub-broker, consultant, finder, mandate, introducer, representative, affiliate, associate, or other party engaged by or claiming through that intermediary.

TSN will not assume liability for any fee-sharing arrangement or claim involving parties retained, introduced, or engaged by an intermediary.

All parties participating in an opportunity may be required to execute a nondisclosure agreement directly with TSN before TSN provides confidential, proprietary, commercial, technical, supplier, or transaction information.

This requirement may apply individually to:

• The buyer;
• The ultimate end user;
• Each intermediary;
• Each broker or consultant;
• Each mandate or buyer representative;
• Procurement agents;
• Financing sources;
• Technology integrators;
• Data center operators;
• Logistics providers;
• Affiliates receiving transaction information; and
• Any other person or entity participating in the opportunity.

An NDA signed by one intermediary does not automatically cover that intermediary’s client, buyer, affiliate, associate, sub-broker, consultant, representative, or other transaction participant.

Unless TSN expressly agrees otherwise in writing, each party receiving TSN’s confidential information must execute its own NDA directly with TSN.

No intermediary or other participant may disclose TSN’s confidential information to another party unless:

• The receiving party has been identified to TSN;
• The receiving party has executed any NDA required by TSN; and
• TSN has authorized the disclosure.

Confidential information may include, without limitation:

• Manufacturer and supplier identities;
• Product availability;
• Product configurations;
• Pricing;
• Commercial terms;
• Allocation information;
• Technical documentation;
• Inventory locations;
• Source relationships;
• Transaction structures;
• Financing information;
• Logistics arrangements;
• Contact information;
• Buyer or end-user information; and
• Other non-public information disclosed by TSN or its transaction partners.

TSN may suspend all communications, disclosures, quotations, and transaction activities until all required confidentiality agreements have been fully executed.

All opportunities are subject to:

• Product availability and prior sale;
• Manufacturer, OEM, supplier, and allocation approval;
• Technical verification and configuration confirmation;
• Buyer and end-user qualification;
• Know Your Customer review;
• Beneficial-ownership and control review;
• Export-control and licensing review;
• Restricted-party and sanctions screening;
• Verification of the intended end use;
• Verification of the final destination;
• Verification of the final installation location;
• Confirmation of commercial terms;
• Confirmation of payment capability;
• Completion of satisfactory legal, financial, technical, and compliance due diligence; and
• Any additional requirements imposed by the manufacturer, supplier, OEM, technology provider, bank, financing institution, logistics provider, insurer, or applicable governmental authority.

No product is considered reserved, allocated, committed, accepted, or sold unless and until TSN and the applicable manufacturer or supplier provide written confirmation.

Statements regarding anticipated availability, estimated pricing, manufacturing capacity, allocation, or delivery schedules are preliminary and subject to change until confirmed in writing.

At a minimum, the prospective buyer and ultimate end user must be prepared to provide the following:

1. End-User Certificate

A complete and duly executed End-User Certificate (“EUC”) identifying:

• The purchasing entity;
• The ultimate end user;
• The intended use;
• The final destination;
• The final installation location;
• The consignee, if applicable; and
• Any other information required by TSN, the supplier, manufacturer, OEM, technology provider, or applicable authority.

The EUC must be signed by a duly authorized representative of the end user and may be subject to independent verification.

2. Know Your Customer Documentation

Current and complete Know Your Customer (“KYC”) documentation, which may include:

• Corporate formation records;
• Certificates of incorporation or organization;
• Certificates of good standing;
• Business licenses;
• Registered address information;
• Principal business address information;
• Tax identification information;
• Government-issued identification for authorized representatives;
• Authorized-signatory documentation; and
• Other customary KYC materials.

3. Ownership and Control Information

Full disclosure of the company’s:

• Shareholders;
• Members;
• Directors;
• Officers;
• Managers;
• Ultimate beneficial owners;
• Parent companies;
• Affiliated entities; and
• Any person or entity exercising direct or indirect ownership or control.

4. Intended Use or Workload Description

A clear and sufficiently detailed description of the intended:

• Artificial intelligence workload;
• Machine-learning workload;
• High-performance computing workload;
• Cloud-computing use;
• Research use;
• Commercial use;
• Governmental use;
• Academic use;
• Data-processing use; or
• Other intended application.

The buyer and end user may be required to provide additional technical information regarding the proposed use, system architecture, software environment, hosting structure, and user base.

5. Purchase Order

A formal Purchase Order (“PO”) issued by the actual contracting buyer and containing, as applicable:

• The purchasing entity’s complete legal name;
• Product descriptions;
• Requested quantities;
• Technical configurations;
• Pricing references;
• Delivery requirements;
• Delivery destination;
• Requested delivery schedule;
• Payment terms;
• Authorized-signatory information; and
• Any other information requested by TSN.

The PO must be consistent with the KYC, EUC, ownership, end-use, and delivery information previously provided.

6. Final Delivery and Installation Location

The complete physical address of the final delivery and installation location, including:

• Street address;
• City;
• State, province, or region;
• Country;
• Data center or facility name;
• Consignee;
• Operator;
• Integrator;
• Freight forwarder, if applicable; and
• Any third-party logistics provider.

A freight-forwarder address, warehouse address, or temporary delivery address does not replace the requirement to disclose the ultimate installation and operating location.

7. Proof of Funds or Financial Capability

Upon request, satisfactory evidence that the buyer possesses the financial capacity, liquidity, and authority to complete the proposed transaction.

Proof of funds may include:

• A current bank letter;
• A bank comfort letter;
• A financial-capability letter;
• An account-verification letter;
• Audited financial statements;
• Financing commitments;
• Escrow documentation;
• A lender confirmation; or
• Other evidence acceptable to TSN.

TSN may require that proof of funds be independently verified by the issuing financial institution or through another verification process acceptable to TSN.

8. Authorized-Representative Information

Documentation identifying each party authorized to communicate, negotiate, issue instructions, approve commercial terms, or sign documents on behalf of the buyer or end user.

9. Intermediary Disclosure

A complete list of all brokers, consultants, introducers, mandates, representatives, advisors, or other intermediaries involved in the opportunity.

Undisclosed intermediaries or changes in the intermediary chain may result in suspension or termination of the opportunity.

10. Additional Supporting Documentation

Any other information reasonably requested by TSN, the manufacturer, OEM, supplier, technology provider, bank, insurer, financing source, freight provider, compliance provider, or regulatory authority.

Incomplete, inconsistent, unverifiable, outdated, altered, or misleading documentation may result in delay, rejection, suspension, or termination of the opportunity.

The general order-review process is as follows:

1. Initial Product Request

The prospective buyer or its authorized Direct Intermediary provides TSN with:

• Requested products;
• Quantities;
• Technical configurations;
• Intended use;
• Buyer identity;
• Ultimate end-user identity;
• Destination country;
• Final installation location;
• Required delivery schedule;
• Budget or pricing parameters; and
• Other relevant commercial and technical information.

2. Preliminary Review

TSN conducts a preliminary review to determine whether:

• The request appears commercially viable;
• The requested product may be available;
• The configuration is sufficiently defined;
• The buyer appears qualified;
• The destination and intended use appear permissible;
• A potentially suitable manufacturer, OEM, supplier, or technology partner is available; and
• TSN wishes to proceed with further diligence.

A preliminary review does not constitute acceptance of the transaction.

3. Execution of Confidentiality Agreements

The buyer, end user, intermediary, and any other participating party execute all confidentiality, nondisclosure, non-circumvention, or other preliminary agreements required by TSN.

4. Submission of Documentation

The buyer and end user submit all requested:

• KYC documentation;
• Ownership information;
• EUC;
• End-use information;
• Delivery information;
• Technical requirements;
• Financial documentation;
• Intermediary disclosures; and
• Compliance information.

5. Purchase Order Submission

Once requested by TSN, the buyer submits a formal purchase order.

The purchase order must:

• Be issued by the actual purchasing entity;
• Be signed or authorized by an authorized representative;
• Accurately identify the requested products and quantities;
• Be consistent with all documentation previously provided; and
• Reflect terms acceptable to TSN.

6. Manufacturer, OEM, and Supplier Review

TSN submits the opportunity to the applicable manufacturer, OEM, authorized supplier, distributor, or technology partner for review.

The reviewing party may evaluate:

• Product availability;
• Technical configuration;
• Pricing;
• Delivery timing;
• Manufacturing capacity;
• Allocation availability;
• Customer eligibility;
• Channel authorization;
• End-user acceptability;
• Destination restrictions; and
• Commercial viability.

7. Technology-Provider and Allocation Review

For products involving restricted, high-demand, or allocation-controlled components, the OEM or supplier may be required to submit the opportunity to NVIDIA or another applicable component manufacturer or technology provider.

Where applicable, NVIDIA or another reviewing party may evaluate:

• The identity of the buyer;
• The identity of the ultimate end user;
• The intended use and workload;
• The destination country;
• The final installation location;
• Export-control requirements;
• Licensing requirements;
• Sanctions considerations;
• Restricted-party screening results;
• Product availability;
• GPU or component allocation;
• Territorial restrictions;
• Channel restrictions; and
• Other legal, compliance, technical, or commercial considerations.

8. Requests for Additional Information

TSN, the manufacturer, OEM, supplier, technology provider, bank, insurer, compliance provider, or governmental authority may request additional information or clarification.

The buyer and end user must respond promptly and completely.

Failure to respond in a timely manner may result in:

• Delays;
• Loss of allocation;
• Changes in pricing;
• Reallocation of inventory;
• Rejection; or
• Closure of the opportunity.

9. Approval, Rejection, or Modification

The manufacturer, OEM, supplier, technology provider, compliance authority, or TSN may:

• Approve the request;
• Reject the request;
• Approve a reduced quantity;
• Offer an alternate product;
• Modify the configuration;
• Modify the delivery schedule;
• Modify the payment requirements;
• Request additional documentation; or
• Impose additional conditions.

TSN is not responsible for a manufacturer’s, supplier’s, technology provider’s, or governmental authority’s approval decision.

10. Commercial Confirmation

If the opportunity is approved, TSN may provide the buyer with applicable commercial documentation, which may include:

• A quotation;
• A pro forma invoice;
• A commercial invoice;
• A sales agreement;
• A supply agreement;
• A deposit request;
• A payment schedule;
• An estimated production schedule;
• Delivery terms;
• Warranty information; and
• Other transaction documentation.

11. Contract Execution and Payment

The buyer must execute all required agreements and satisfy all payment requirements within the period specified by TSN.

Failure to timely execute documents or provide payment may result in:

• Withdrawal of the offer;
• Loss of inventory;
• Loss of allocation;
• Changes in price;
• Changes in delivery timing; or
• Termination of the opportunity.

12. Manufacturing, Reservation, or Allocation

Manufacturing, reservation, allocation, assembly, configuration, or fulfillment will proceed only after:

• All required approvals are received;
• All contracts are executed;
• All compliance conditions are satisfied;
• All required deposits or payments are received in cleared funds; and
• The manufacturer or supplier confirms acceptance.

13. Export Authorization and Logistics Review

Where applicable, shipment will be subject to:

• Export-license approval;
• Import authorization;
• Sanctions compliance;
• Customs requirements;
• Freight-provider acceptance;
• Insurance availability;
• Packaging requirements;
• Destination verification; and
• Final compliance approval.

14. Shipment and Delivery

Shipment remains subject to:

• Continued product availability;
• Final export authorization;
• Receipt of cleared funds;
• Logistics availability;
• Manufacturer release;
• Supplier release;
• Compliance with applicable laws; and
• Satisfaction of all transaction requirements.

Submission or acceptance of a purchase order does not, by itself:

• Guarantee product availability;
• Guarantee GPU or component allocation;
• Constitute manufacturer or supplier acceptance;
• Create an obligation to manufacture;
• Create an obligation to deliver;
• Reserve inventory;
• Establish a binding delivery date;
• Lock pricing;
• Confirm export approval;
• Confirm regulatory approval; or
• Create a binding obligation on TSN.

Production and shipment are contingent upon:

• Successful review and approval by all applicable parties;
• Continued product and component availability;
• Satisfaction of all commercial conditions;
• Satisfaction of all compliance conditions;
• Timely execution of all agreements;
• Receipt of all required funds; and
• Final written confirmation.

Quantities, configurations, pricing, lead times, manufacturing schedules, and delivery dates may change before final written acceptance.

All communications concerning an opportunity must be coordinated through TSN or an expressly authorized TSN representative.

Buyers, end users, brokers, consultants, mandates, introducers, intermediaries, and other transaction participants may not contact, solicit, negotiate with, request information from, or attempt to transact directly with any manufacturer, supplier, OEM, technology partner, financing source, logistics provider, or other party introduced, identified, or disclosed by TSN without TSN’s prior written authorization.

The participation of an intermediary does not prevent TSN from requiring direct communications with the actual buyer or ultimate end user.

TSN must be permitted to communicate directly with the buyer or end user when reasonably necessary to:

• Confirm the buyer’s identity;
• Confirm purchasing authority;
• Verify the ultimate end user;
• Verify the intended use;
• Complete KYC review;
• Complete sanctions screening;
• Complete export-control review;
• Confirm technical specifications;
• Confirm delivery requirements;
• Verify the final installation location;
• Verify financial capacity;
• Confirm payment arrangements; or
• Address questions raised by a manufacturer, supplier, OEM, bank, insurer, logistics provider, compliance provider, or governmental authority.

Direct communications conducted for these purposes will not, by themselves, eliminate an intermediary’s rights under a valid written agreement with TSN.

However, no intermediary may use its involvement to prevent, restrict, interfere with, or delay direct verification and compliance communications required by TSN or its transaction partners.

TSN reserves the right to suspend or discontinue an opportunity if it identifies:

• Unauthorized contact;
• Attempted circumvention;
• An undisclosed intermediary;
• An excessive broker chain;
• Misrepresentation regarding authority;
• Misrepresentation regarding a relationship with the buyer;
• Refusal to permit reasonable direct communication;
• Altered documentation;
• Inconsistent documentation;
• Incomplete documentation;
• Misleading information;
• Undisclosed compensation demands;
• Conflicting fee arrangements; or
• Conduct that creates commercial, compliance, regulatory, reputational, or legal concerns.

The buyer, end user, intermediary, and each transaction participant are responsible for ensuring that all information and documentation provided in connection with the transaction is:

• Complete;
• Accurate;
• Current;
• Authentic;
• Verifiable; and
• Not misleading.

Each party must promptly notify TSN of any change involving:

• The purchasing entity;
• The ultimate end user;
• Ownership;
• Beneficial ownership;
• Control;
• Intended use;
• Product configuration;
• Requested quantity;
• Financing source;
• Payment source;
• Consignee;
• Freight forwarder;
• Intermediaries;
• Installation location;
• Delivery location; or
• Final destination.

Any material change may require the opportunity to be:

• Re-evaluated;
• Resubmitted;
• Repriced;
• Reapproved; or
• Terminated.

Submission of false, altered, incomplete, or misleading information may result in immediate termination of the opportunity and may be reported to the appropriate manufacturer, supplier, financial institution, compliance provider, or governmental authority where required or appropriate.

Because allocation-controlled and high-demand technology products may require multiple levels of review, prospective buyers and end users should submit complete documentation as early as possible.

Delays in:

• Providing documentation;
• Executing NDAs;
• Responding to compliance questions;
• Confirming technical configurations;
• Providing proof of funds;
• Issuing a purchase order;
• Executing transaction documents; or
• Satisfying payment requirements

may result in:

• Loss of available inventory;
• Reallocation of products to another customer;
• Loss of GPU or component allocation;
• Changes in pricing;
• Extended manufacturing lead times;
• Changes in product configuration;
• Changes in delivery schedules;
• Rejection of the order; or
• Closure of the opportunity.

No oral statement, informal communication, text message, email discussion, preliminary quotation, product sheet, availability statement, or estimated delivery schedule creates a binding obligation on TSN.

Only definitive written agreements signed by an authorized representative of TSN may create a binding obligation.

No employee, consultant, broker, intermediary, supplier representative, or other party has authority to bind TSN unless expressly authorized by TSN in writing.

TSN reserves the right, in its sole discretion, to decline, suspend, modify, or terminate any opportunity at any time based on:

• Product availability;
• Allocation availability;
• Commercial considerations;
• Compliance considerations;
• Export-control considerations;
• Sanctions considerations;
• Financial considerations;
• Reputational considerations;
• Regulatory considerations;
• Technical considerations;
• Due-diligence results;
• Documentation deficiencies;
• Misrepresentation;
• Unreasonable transaction demands; or
• Any other concern identified by TSN or its transaction partners.

This memorandum is provided solely for informational and procedural purposes.

It does not constitute:

• An offer;
• A quotation;
• An allocation;
• A reservation;
• A guarantee;
• A commitment to sell;
• A commitment to manufacture;
• A commitment to deliver;
• A financing commitment;
• A regulatory approval; or
• A binding obligation by TSN or any manufacturer, OEM, supplier, distributor, technology provider, financing source, logistics provider, or other party.

No binding transaction exists unless and until:

• Definitive written agreements are executed by the applicable parties;
• All required approvals are received;
• All compliance requirements are satisfied;
• All payment requirements are fulfilled; and
• TSN provides final written confirmation.