TERMS AND CONDITIONS
ENTIRE AGREEMENT. These Terms and Conditions (including any additional terms or documents referred to herein) and the associated Purchase Order ("PO") within which these terms are linked (collectively the "Agreement") constitute the entire Agreement between the Parties. Customer ("Entity noted at Billing Address within the PO in which these terms are linked") and Supplier ("Entity noted at Vendor Address within the PO in which these terms are linked") will be referred to individually each as a "Party" and collectively as the "Parties". No waiver, assignment, subcontracting, amendment, or modifications of any of the provisions hereof shall be binding unless made in writing and signed by the Parties hereto. For the avoidance doubt the Customer is entering into this Agreement not on behalf of its Affiliates but for the benefit for them. "Affiliates" is to mean Baker & McKenzie International, any member firm of Baker & McKenzie International and any wholly or majority owned affiliated entities of any one of them, and any Baker McKenzie service company. For the avoidance of doubt this Agreement relates only to the Goods and/or Services being provided by the Supplier to the Customer as set out in the PO in which these terms are linked
SUPPLIER CONDUCT. Please note, the Customer has in place a Code of Business Conduct, which can be located by the following link:
The Supplier will promptly notify the Customer if it cannot comply with, or has otherwise violated, the Customer Code of Business Conduct.
PUBLICITY. Neither Party will, without the other Party's prior written consent, use or permit the use of the names, service marks and/or trademarks of the other Party or any Affiliate of the other Party, or reveal the existence of this Agreement, or the terms thereof in any manner, including in any advertising, publicity release, customer list or sales presentation, except as required by law or for purposes of an audit by such Party's independent auditors
PAYMENT & INVOICES. For all Goods and/or Services to be provided on a fixed-fee basis Supplier will invoice Customer in accordance with the payment terms as shown in the PO from which these terms are linked . For all other Goods and/or Services, Supplier will invoice Customer monthly in arrears. Customer will pay any undisputed amounts per the payment terms set within the PO from which these terms are linked after receipt of a detailed invoice from Supplier, along with any supporting documentation as may be requested by Customer, including, at a minimum, with respect to Goods and/or Services provided on a time and materials basis, a detailed description of the work performed, the individuals performing the work, the hours of time worked by each such individual, and the rates charged for each such individual. No invoice provided to Customer by Supplier will include any amounts other than amounts due for services and deliverables provided to and accepted by Customer before the date of such invoice and Customer-authorized expenses incurred in providing such 'Goods and/or Services. The Customer retains the ability at any time to dispute charges or amounts on incorrect invoices.
ASSIGNMENT. Supplier may not assign its obligations under the Agreement without the Customer’s prior written consent.
IP OWNERSHIP. As applicable, Customer will own exclusively all right, title and interest in all materials, including any results or work product, developed, in whole or in part, by or on behalf of Supplier in the performance of Services as specified in the PO from which these terms are linked , including all U.S. and foreign copyright, patent and other intellectual property rights therein, including all partial or incomplete versions thereof .All 'Goods and/or Services will be and remain in Compliance with all of the requirements of this Agreement and the applicable PO from which these terms are linked ("Compliance"), and be free from any material errors or defects.
INSURANCE. The Supplier shall, at its own expense, purchase and maintain sufficient levels of insurance as will protect Supplier and Customer from any and all claims for damages due to bodily injury, personal injury, negligence (professional or otherwise), breach of this agreement, loss / destruction of data or property damage arising in connection with this Agreement . Supplier agrees to provide Customer with sufficient proof of e.g. General Liability insurance and Workers Compensation insurance, upon reasonable written request by Customer.
OBEY ALL LAWS. Supplier is and will remain in compliance with all laws applicable to the provision, receipt and use of the Goods and/or Services , and will identify and procure all applicable permits, certificates, approvals and inspections required under all laws. If a charge of non-compliance by Supplier with any law occurs that impacts or is likely to impact Supplier's performance under this Agreement, Supplier will promptly notify Customer of such charge. Supplier will be fully responsible for all costs and expenses resulting from changes in laws applicable to the Services or the performance of Supplier's obligations under this Agreement and will notify Customer of such laws and changes in laws to the extent they relate to the provision, receipt or use of the Goods and/or Services
TERMINATION. Customer shall retain the right to terminate the Agreement without cause, upon two (2) weeks advance written notice. This Agreement may be terminated by Customer upon notice in the event of a breach of this Agreement by Supplier.
INDEMNITY AND LIABILITY. Supplier will indemnify and hold harmless Customer and their respective Affiliates, partners, officers, directors, employees and agents (each, an "Indemnified Person") from and against any and all claims, demands, suits and other proceedings ("Claims"), and will pay as incurred all related liability, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees) (collectively, "Losses") arising from or relating to any actual: (a) infringement or misappropriation of any third Party's trade secrets, proprietary information, trademark, copyright, patent rights or other property rights relating to or in connection with Supplier's performance of its obligations under this PO, or (b) breach by Supplier of any of its obligations under the confidentiality provision below.
EXCEPT AS OTHERWISE PROVIDED IN THIS CLAUSE, NEITHER PARTY WILL BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, BUSINESS REVENUE, GOODWILL OR ANTICIPATED SAVINGS) HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND EVEN IF FORESEEABLE.
CONFIDENTIALITY. The Parties acknowledge that in the course of performing their obligations under this Agreement, they may receive or otherwise become aware of Confidential Information, as defined below, relating to the other Party. "Confidential Information" means non-public information that disclosing Party ("Disclosing Party"), or any of its affiliates, designates as being confidential or which, under the circumstances surrounding disclosure the receiving Party ("Receiving Party") should know is treated as confidential by the Disclosing Party. Confidential Information includes, without limitation, non-public information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party's business policies or practices, financial information, technical information, computer systems, infrastructure designs, data, analysis, compilations, studies or other documentation and information received from others that Disclosing Party is obligated to treat as confidential. Confidential Information disclosed to Receiving Party by any Disclosing Party, its related entities and/or agents is covered by this Agreement. Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; or (iv) is independently developed by Receiving Party without access to the Disclosing Party's information.
Receiving Party shall not use or disclose any Confidential Information to third Parties without the Disclosing Party's consent in writing, except as provided for by this Agreement or in accordance with judicial or other governmental order (provided Receiving Party shall give Disclosing Party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent).
Receiving Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive and other equitable relief (without bond and without the necessity of showing actual monetary damages) as may be deemed proper by a court.
DATA PRIVACY. To the extent that the provision of the Goods and/or Services under this PO from which these terms are linked involves the processing of personal data by the Supplier, the following data privacy terms shall apply:
(the "Data Privacy Terms").